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): February 10, 2006


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


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

                           Xavier de Cocklaan 42, 9831
                                 Deurle, Belgium
                                 ---------------
    (Address and telephone number of principal executive offices) (Zip Code)

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

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 14a-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 February  10,  2006,  Remedent,  Inc.  (the  "Company")  entered  into a
Consulting Agreement with P. Michael Williams effective as of January 1, 2006 to
provide  consulting and development  services to assist the Company in the areas
of research and design and product  development  relating to the dental and oral
care  markets  (the  "Agreement").  The initial  term of the  Agreement  ends on
December 31, 2006,  unless  terminated  earlier by either  party.  The Agreement
automatically  renews for an  additional  one (1) year period at the end of each
then  existing  term,  unless  one party  gives to the other  written  notice to
terminate.  Mr. Williams' monthly salary is $25,000,  payable on the 1st of each
month. In conjunction with the terms of this Agreement,  Mr. Williams has agreed
to a  non-solicitation  clause for a term of twelve  (12) months  following  the
termination of this Agreement.

     As  consideration  for past  services  performed  by Mr.  Williams  and the
release of any and all claims under that  certain  Development  Agreement  dated
March 15, 2004,  that certain  Amendment to  Development  Agreement  dated as of
August 4, 2004 and that certain Compensation Agreement dated March 15, 2005, the
Company has agreed to (i) issue of two hundred thousand  (200,000) shares of the
Company's  restricted  common  stock to Mr.  Williams  pursuant to the terms and
conditions  of a Stock  Purchase  Agreement to be agreed to by the parties,  and
(ii)  issue to Mr.  Williams  the  options  to  purchase  150,000  shares of the
Company's common stock  ("Options")  pursuant to the terms and conditions of the
Stock Option  Agreement to be agreed to by the parties.  These  Options shall be
fully  vested and have a term of not less than five (5) years  with an  exercise
price equal to $2.60,  the closing price of the Company's common stock as traded
on the OTC Bulletin  Board on February 10, 2006. The Company agreed that it will
use its best efforts to register the Options and the restricted  common stock of
the Company issued in connection with this Agreement  pursuant to a registration
statement on Form S-8 under the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

       (d)      Exhibit No.   Exhibit Description
                -----------   -------------------

                  10.1        Consulting Agreement executed on February 10, 2006



                                       2
<PAGE>


                                    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, INC.
                                            a Nevada Corporation


Dated:  February 15, 2006                   /s/ Robin List
        -------------------                 -----------------------------------
                                            Robin List, Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "for021006.txt", "secsgml_size_bytes": 5159}]
{"company-data": {"conformed-name": "REMEDENT, INC.", "cik": "0001078037", "assigned-sic": "3843", "irs-number": "860837251", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15975", "film-number": "06624500"}, "business-address": {"street1": "XAVIER DE COCKLAAN 42", "city": "DEURLE", "state": "C9", "zip": "9831", "phone": "011-32-9-321-7090"}, "mail-address": {"street1": "XAVIER DE COCKLAAN 42", "city": "DEURLE", "state": "C9", "zip": "9831"}, "former-company": [{"former-conformed-name": "REMEDENT USA INC", "date-changed": "20050609"}, {"former-conformed-name": "REMEDENT USA INC/AZ", "date-changed": "19991220"}]}
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): February 10, 2006

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

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

                           Xavier de Cocklaan 42, 9831
                                 Deurle, Belgium
                                 ---------------
    (Address and telephone number of principal executive offices) (Zip Code)

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

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 14a-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 February  10,  2006,  Remedent,  Inc.  (the  "Company")  entered  into a
Consulting Agreement with P. Michael Williams effective as of January 1, 2006 to
provide  consulting and development  services to assist the Company in the areas
of research and design and product  development  relating to the dental and oral
care  markets  (the  "Agreement").  The initial  term of the  Agreement  ends on
December 31, 2006,  unless  terminated  earlier by either  party.  The Agreement
automatically  renews for an  additional  one (1) year period at the end of each
then  existing  term,  unless  one party  gives to the other  written  notice to
terminate.  Mr. Williams' monthly salary is $25,000,  payable on the 1st of each
month. In conjunction with the terms of this Agreement,  Mr. Williams has agreed
to a  non-solicitation  clause for a term of twelve  (12) months  following  the
termination of this Agreement.

     As  consideration  for past  services  performed  by Mr.  Williams  and the
release of any and all claims under that  certain  Development  Agreement  dated
March 15, 2004,  that certain  Amendment to  Development  Agreement  dated as of
August 4, 2004 and that certain Compensation Agreement dated March 15, 2005, the
Company has agreed to (i) issue of two hundred thousand  (200,000) shares of the
Company's  restricted  common  stock to Mr.  Williams  pursuant to the terms and
conditions  of a Stock  Purchase  Agreement to be agreed to by the parties,  and
(ii)  issue to Mr.  Williams  the  options  to  purchase  150,000  shares of the
Company's common stock  ("Options")  pursuant to the terms and conditions of the
Stock Option  Agreement to be agreed to by the parties.  These  Options shall be
fully  vested and have a term of not less than five (5) years  with an  exercise
price equal to $2.60,  the closing price of the Company's common stock as traded
on the OTC Bulletin  Board on February 10, 2006. The Company agreed that it will
use its best efforts to register the Options and the restricted  common stock of
the Company issued in connection with this Agreement  pursuant to a registration
statement on Form S-8 under the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

       (d)      Exhibit No.   Exhibit Description
                -----------   -------------------

                  10.1        Consulting Agreement executed on February 10, 2006

                                       2
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, INC.
                                            a Nevada Corporation

Dated:  February 15, 2006                   /s/ Robin List
        -------------------                 -----------------------------------
                                            Robin List, Chief Executive Officer