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<P ALIGN="CENTER"><FONT SIZE=2><B>As filed with the Securities and Exchange Commission on July&nbsp;24, 2001  </B></FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=2><B> Registration No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>Washington, D.C. 20549  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>FORM S-8<BR>  </B></FONT><FONT SIZE=2><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>Remedent USA,&nbsp;Inc.<BR>  </B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter) </FONT></P>

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<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2><B>Nevada</B></FONT></TD>
<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2><B>86-0837251</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2>(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2>(I.R.S. Employer<BR>
Identification Number)<BR></FONT>
</TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>Remedent USA,&nbsp;Inc.<BR>
1220 Birch Way<BR>
Escondido, CA 92027<BR>
(760)&nbsp;781-3333<BR>  </B></FONT><FONT SIZE=2>(Address of Registrant's principal executive offices, including zip code) </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>ADVISOR COMPENSATION PLAN<BR>  </B></FONT><FONT SIZE=2>(Full title of the Plan) </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>Interwest Transfer Company<BR>
1981 East 4800 South, Suite 100<BR>
Salt Lake City, UT 84117<BR>
(801)&nbsp;272-9294<BR>  </B></FONT><FONT SIZE=2>(Name, address and telephone number of agent for service) </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>COPIES TO:  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> Lynne Bolduc, Esq.<BR>  </B></FONT><FONT SIZE=2>SENN PALUMBO MEULEMANS, LLP<BR>
18301 Von Karman Avenue, Suite 850<BR>
Irvine, CA 92612-1009 </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>Approximate Date of Proposed Sale to the Public:<BR>
As soon as practicable after this Registration Statement becomes effective.  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B> CALCULATION OF REGISTRATION FEE  </B></FONT></P>

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<TH WIDTH="35%" ALIGN="CENTER"><FONT SIZE=1><B>Title of Securities<BR>
to be Registered</B></FONT><BR></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="12%" ALIGN="CENTER"><FONT SIZE=1><B>Amount to be Registered</B></FONT><BR></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1><B>Proposed Maximum Offering Price per share</B></FONT><BR></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="15%" ALIGN="CENTER"><FONT SIZE=1><B>Proposed Maximum Aggregate Offering Price</B></FONT><BR></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="12%" ALIGN="CENTER"><FONT SIZE=1><B>Amount of Registration Fee</B></FONT><BR></TH>
</TR>
<TR VALIGN="TOP">
<TD COLSPAN=9><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="35%"><FONT SIZE=2>Common Stock, $0.001 Par Value<SUP>1</SUP></FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="CENTER"><FONT SIZE=2>300,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER"><FONT SIZE=2>$0.23</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%"><FONT SIZE=2>$69,000</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="CENTER"><FONT SIZE=2>$17.25</FONT></TD>
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<DT><FONT SIZE=2><SUP>1</SUP></FONT></DT><DD><FONT SIZE=2>Consists
 of 150,000 shares of common stock issuable to Richard Walker and 150,000 shares of common stock issuable to Scott Absher, principals of Windsor Partners, for
consulting services.
<BR><BR></FONT></DD><DT><FONT SIZE=2><SUP>2</SUP></FONT></DT><DD><FONT SIZE=2>The
 registration fee is based upon the closing bid price of the Shares as of July&nbsp;5, 2001 (the last date traded) calculated pursuant to Rule&nbsp;457(c). </FONT></DD></DL>
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<BR></FONT><FONT SIZE=2><B>CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K    <BR>  </B></FONT></P>

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<TH WIDTH="5%" ALIGN="LEFT"><FONT SIZE=2>&nbsp;</FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="45%" ALIGN="CENTER"><FONT SIZE=1><B>Form S-8 Item Number<BR>
and Caption</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="45%" ALIGN="CENTER"><FONT SIZE=1><B>Caption in Prospectus</B></FONT><HR NOSHADE></TH>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>1.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Forepart of Registration Statement and Outside Front Cover Page of Prospectus</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Facing Page of Registration Statement and Cover Page of Prospectus</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>2.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Inside Front and Outside Back Cover Pages of Prospectus</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Inside Cover Page of Prospectus and Outside Cover Page of Prospectus</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>3.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Not Applicable</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>4.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Use of Proceeds</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Not Applicable</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>5.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Determination of Offering Price</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Not Applicable</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>6.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Dilution</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Not Applicable</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>7.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Selling Security Holders</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Sales by Selling Security Holder</FONT></TD>
</TR>
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<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>8.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Plan of Distribution</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Cover Page of Prospectus and Sales by Selling Security Holder</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>9.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Description of Securities to be Registered</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Description of Securities;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>10.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Interests of Named Experts and Counsel</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Legal Matters</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>11.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Material Changes</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Not Applicable</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>12.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Incorporation of Certain Information by Reference</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Incorporation of Certain Documents by Reference</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%" ALIGN="RIGHT"><FONT SIZE=2>13.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Disclosure of Commission Position on Indemnification for Securities Act Liabilities</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="45%"><FONT SIZE=2>Indemnification of Directors and Officers; Undertakings</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>DATED: July&nbsp;24, 2001  </B></FONT></P>

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<BR></FONT><FONT SIZE=2><B>PROSPECTUS<BR>  <BR>    </B></FONT><FONT SIZE=5><B>Remedent USA,&nbsp;Inc.<BR>  <BR>    </B></FONT><FONT SIZE=4><B>300,000 Shares Common Stock<BR>  <BR>    ADVISOR COMPENSATION PLAN    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a Registration Statement which registers an aggregate of 300,000 shares of Common Stock, $0.001 par value (such
shares being referred to as the "Shares"), of Remedent USA,&nbsp;Inc. (the "Company") of which 150,000 shares of common stock have been issued to Richard Walker and 150,000 shares of common stock
have been issued to Scott Absher, principals of Windsor Partners (collectively, the "Selling Security Holders"), for consulting services rendered pursuant to an agreement by and between the Company
and Windsor Partners, dated June&nbsp;20, 2001 (the "Agreement"). The Company has been advised by the Selling Security Holders that they may sell all or a portion of the Shares from time to time in
the Over-the-Counter Pink Sheet System (the "Pink Sheets"), in negotiated transactions, directly or through brokers or otherwise, and that such shares will be sold at market
prices prevailing at the time of such sales or at negotiated prices, and the Company will not receive any proceeds from such sales. The Company's principal executive office is located at 1220 Birch
Way, Escondido, CA 92027, (760)&nbsp;781-3333. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No
person has been authorized by the Company to give any information or to make any representation other than as contained in this Prospectus, and if given or made, such information
or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any distribution of the Shares issuable under the terms of the Agreement
shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT SIZE=2><B>THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH STATE.</B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>The date of this Prospectus is July&nbsp;24, 2001 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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<BR></FONT><FONT SIZE=2><B>AVAILABLE INFORMATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed with the Commission can be
inspected and copies at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549. Copies of this material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington D.C. 20549. Such material may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov. The Company's Common Stock is traded on the Pink Sheets under the symbol "REMM." </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company has filed with the Commission a Registration Statement on Form&nbsp;S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the resale of up to an aggregate of up to 300,000 shares of the Company's Common Stock offered by this Prospectus, reference is made to the Registration Statement, including
the exhibits thereto. Statements in this Prospectus as to any document are not necessarily complete, and where any such document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the provisions of such exhibit or other document, to which reference is hereby made for a full statement of the provisions
thereof. A copy of the Registration Statement, with exhibits, may be obtained from the Commission's office in Washington, D.C. (at the above address) upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without charge, or viewed on the Commission's Edgar database on the Internet at http://www.sec.gov without charge. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="de1695_incorporation_of_certain_documents_by_reference"> </A>
<A NAME="toc_de1695_3"> </A>
<BR></FONT><FONT SIZE=2><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;The
Company's Annual Report on Form&nbsp;10-KSB filed for the fiscal year ended March&nbsp;31, 2001 and the description of the Company's Common
Stock contained in the Company's Form&nbsp;10-SB dated March&nbsp;20, 2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;All
reports and documents filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the respective date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of the Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents.
Written requests for such copies should be directed to Corporate Secretary, 1220 Birch Way, Escondido, CA 92027, (760)&nbsp;781-3333. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<BR></FONT><FONT SIZE=2><B>INFORMATION WITH RESPECT TO THE COMPANY    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus is accompanied by the Company's Annual Report on Form&nbsp;10-KSB filed for the fiscal year ended March&nbsp;31, 2001 and the
description of the Company's Common Stock contained in the Company's Form&nbsp;10-SB dated March&nbsp;20, 2001. The Annual Report as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by reference in this Prospectus and may be obtained, without charge, upon the oral or
written request of any person to the Company at 1220 Birch Way, Escondido, CA 92027, (760)&nbsp;781-3333. </FONT></P>

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<BR></FONT><FONT SIZE=2><B>BUSINESS CONSULTING AGREEMENT<BR>  WITH WINDSOR PARTNERS,&nbsp;INC.    <BR>  </B></FONT></P>

<P><FONT SIZE=2><B>General  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;20, 2001, the Company entered into a Business Consulting Agreement with Windsor Partners pursuant to which Windsor Partners agreed to provide
business consulting services to the Company commencing as of the date of the agreement. The term of the Business Consulting Agreement is two years. Under the terms of the Business Consulting
Agreement, Windsor Partners is to provide advice and counsel regarding the Company's strategic business plans, strategy and negotiations with potential business strategic partnering, corporate
planning and or other general business consulting needs as expressed by the Company; assistance to the Company, as mutually agreed, in identifying merger and/or acquisition candidates, assisting in
any due diligence process, recommending transaction terms and providing advice and assistance during negotiations, as needed; participate and assist the Company in the due diligence process, where
possible, on all proposed financial transactions affecting the Company of which Windsor Partners is notified in writing in advance, including conducting investigation of and providing advice on the
financial, valuation and stock price implications of the proposed transaction(s); and, if necessary, Windsor Partners will assist and cooperate with the Company in the development, editing and
production of such documents as are reasonably necessary to assist in any transaction covered by the Agreement. However, the Agreement does not include the preparation or procuring of legal documents
or those documents normally prepared by an attorney. </FONT></P>

<P><FONT SIZE=2><B>Compensation  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For services rendered under the Business Consulting Agreement, the Company has agreed to pay the following compensation: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As
consideration for Windsor Partners entering into the Agreement, the Company agreed to issue 300,000 shares of its common stock, par value $.001 per share, to be issued in amounts
of 150,000 shares to Richard Walker and 150,000 shares to Scott Absher, principals of Windsor Partners When issued, said shares shall be free trading shares, registered with the U.S. Securities and
Exchange Commission on its Form&nbsp;S-8 or similar registration. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In
the event that Windsor Partners assists the Company and/or introduces the Company (or a Company affiliate) to any third party, merger partner(s) or joint venture(s) who then enters
into a merger, joint venture or similar agreement with the Company or the Company's affiliate, the Company will pay Windsor Partners advisory fees pursuant to the following schedule which are based on
the aggregate amount of such merger, joint venture or similar agreement with the Company or the Company's affiliate. Advisory fees are deemed earned and shall be due and payable at the first close of
the transaction, however, in certain circumstances when payment of advisory fees at closing is not possible, within 24&nbsp;hours after the Company has received the proceeds of such business
combination. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and
payable for any </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>
merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above. </FONT></P>


<P><FONT SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Merger/Acquisition Advisory Fees Schedule.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;For a merger/acquisition entered into by the Company as a result of the
efforts of, or an introduction by Windsor Partners during the term of the Agreement, the Company shall pay Windsor Partners Merger/Acquisition Advisory Fees as follows: </FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>For
the first merger and/or acquisition of approximate annual revenue equal to or exceeding $35&nbsp;million, 2,200,000 shares of its common stock,
950,000 of which shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its Form&nbsp;S-8 or similar registration. The remaining 1,250,000 shares
shall be restricted subject to Rule&nbsp;144.
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>When
the annual revenue run rate for the aggregate of all businesses Windsor Partners has assisted the Company and/or introduced the Company (or a Company
affiliate) to any third party, merger partner(s) or joint venture(s) who then entered into a merger, joint venture or similar agreement with the Company or the Company's affiliate, reaches
fifty-five million ($55,000,000), 750,000 shares of its common stock, 375,000 of which shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its
Form&nbsp;S-8 or similar registration. The remaining 375,000 shares shall be restricted subject to Rule&nbsp;144.
<BR><BR></FONT></DD><DT><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>Thereafter,
for a merger/acquisition entered into by the Company as a result of the efforts of, or an introduction by Windsor Partners during the term of
the Agreement, the Company shall pay Windsor Partners eight (8)&nbsp;percent of the total value of the transaction. For a merger/acquisition entered into by the Company as a result of the efforts of
Windsor Partners and the introduction by the Company during the term of the Agreement, the Company shall pay Windsor Partners, five (5)&nbsp;percent of the total value of the transaction. Such
percentage(s) shall be paid to Windsor Partners in the same ratio of cash and/or stock as the transaction. </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;After
initial acquisition, the Company shall reimburse Windsor Partners for reasonable expenses incurred in performing its duties pursuant to the Agreement (including printing,
postage, express mail, photo reproduction, travel, lodging, and long distance telephone and facsimile charges); provided, however, that Windsor Partners must receive prior written approval from the
Company for any expenses over $500. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company and Windsor Partners shall mutually agree upon any additional fees that the Company may pay in the future for services rendered by Windsor Partners under the Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This
compensation is not being administered by either the Board of Directors of the Company or any committee of the Board of Directors organized for that purpose. </FONT></P>


<P><FONT SIZE=2><B>Restrictions Under Securities Laws  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The sale of any shares of Common Stock must be made in compliance with federal and state securities laws. Officers, directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to be "affiliates" of the Company under the Federal Securities Laws, should be aware that resales by affiliates can only
be made pursuant to an effective Registration Statement, Rule&nbsp;144 or any other applicable exemption. Officers, directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section&nbsp;16(b) of the Securities Exchange Act of 1934. Section&nbsp;16(b) of the Exchange Act generally provides that if an officer, director or 10% and greater stockholder sold
any Common Stock of the Company acquired pursuant to the exercise of a stock option or warrant, he would generally be required to pay to the Company and "profits" resulting from the sale of the stock
and receipt of the stock option. Section&nbsp;16(b) exempts all option exercises from being treated as purchases and, instead, treats an option grant as a purchase of the underlying security, which
grant/purchase may be matched with any sale of the underlying security within six months of the date of grant. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<BR></FONT><FONT SIZE=2><B>SALES BY SELLING SECURITY HOLDERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth the name of the Selling Security Holder, the amount of shares of Common Stock held directly or indirectly or to be issued to the
Selling Security Holder, the maximum amount of shares of Common Stock to be offered by the Selling Security Holder, the conversion price for the shares of Common Stock, the amount of Common Stock to
be owned by the Selling Security Holder following sale of such shares of Common Stock, and the percentage of shares of Common Stock to be owned by the Selling Security Holder following completion of
such offering (based on 13,187,316 shares of Common Stock of the Company outstanding as of the date of this prospectus). Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to shares beneficially owned. </FONT></P>

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<TR VALIGN="BOTTOM">
<TH WIDTH="31%" ALIGN="LEFT"><FONT SIZE=1><B>Name of Selling<BR>
Security Holder<BR> </B></FONT><HR NOSHADE></TH>
<TH WIDTH="7%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="11%" ALIGN="CENTER"><FONT SIZE=1><B>Number of Shares Owned</B></FONT><HR NOSHADE></TH>
<TH WIDTH="7%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Shares to be Offered</B></FONT><HR NOSHADE></TH>
<TH WIDTH="7%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="11%" ALIGN="CENTER"><FONT SIZE=1><B>Shares to be owned After Offering</B></FONT><HR NOSHADE></TH>
<TH WIDTH="7%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="11%" ALIGN="CENTER"><FONT SIZE=1><B>Percent to be owned After Offering</B></FONT><HR NOSHADE></TH>
</TR>
<TR BGCOLOR="#CCEEFF" VALIGN="TOP">
<TD WIDTH="31%"><FONT SIZE=2>Richard Walker</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>150,000</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>150,000</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>-0-</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>-0-</FONT></TD>
</TR>
<TR BGCOLOR="White" VALIGN="TOP">
<TD WIDTH="31%"><FONT SIZE=2>Scott Absher</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>150,000</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>150,000</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>-0-</FONT></TD>
<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="11%" ALIGN="RIGHT"><FONT SIZE=2>-0-</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="de1695_description_of_securities"> </A>
<A NAME="toc_de1695_7"> </A>
<BR></FONT><FONT SIZE=2><B>DESCRIPTION OF SECURITIES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The authorized capital stock of the Company currently consists of 50,000,000 shares of Common Stock, $.001 par value. The Company has no shares of Preferred
Stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
following summary of certain terms of the Common Stock is subject to, and qualified in its entirety by, the provisions of the Company's Articles of Incorporation and Bylaws. </FONT></P>


<P><FONT SIZE=2><B>Common Stock  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As of the date of this prospectus, there are approximately 13,187,316 shares of Common Stock outstanding. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Holders
of Common Stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders
of a majority of the outstanding Common Stock can elect all directors. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Holders
of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor and, in the event of liquidation,
to share pro rata in
any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid in the
foreseeable future. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Holders
of Common Stock do not have preemptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar
provisions regarding the Common Stock. All of the outstanding shares of Common Stock are fully paid and non-assessable and all of the shares of Common Stock offered hereby will be, upon
issuance, fully paid and non-assessable. </FONT></P>

<P><FONT SIZE=2><B>Trading Status  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company's Common Stock is traded on the Pink Sheets under the symbol "REMM." </FONT></P>

<P><FONT SIZE=2><B>Transfer Agent  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Transfer Agent for the shares of Common Stock is Interwest Transfer Company, 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<BR></FONT><FONT SIZE=2><B>LEGAL MATTERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Senn Palumbo Meulemans, LLP, Irvine,
California. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<BR></FONT><FONT SIZE=2><B>PART II    <BR>  </B></FONT></P>

<P><FONT SIZE=2><B>Item 3. Incorporation of Documents by Reference.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Registrant incorporates the following documents by reference in the registration statement: </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company's Annual Report on Form&nbsp;10-KSB filed for the fiscal year ended March&nbsp;31, 2001 and the description of the Company's Common Stock contained in the
Company's Form&nbsp;10-SB dated March&nbsp;20, 2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All
other documents filed in the future by Registrant after the date of this Registration Statement, under Section&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. </FONT></P>


<P><FONT SIZE=2><B>Item 4. Description of Securities.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The class of securities to be offered is registered under Section&nbsp;12(g) of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of this Registration Statement. </FONT></P>

<P><FONT SIZE=2><B>Item 5. Interests of Named Experts and Counsel  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Senn Palumbo Meulemans, LLP has received 250,000 shares of Common Stock of the Company for payment of legal services. </FONT></P>


<P><FONT SIZE=2><B>Item 6. Indemnification of Officers and Directors  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company's Bylaws and the Nevada Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors
of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in
good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company's Certificate of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for
breach of any fiduciary duty as a director, except for liability (i)&nbsp;for any breach of the director's duty of loyalty to the Company or its stockholders; (ii)&nbsp;for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law; (iii)&nbsp;for the unlawful payments of dividends or stock redemption by the Company or (iv)&nbsp;for any
transaction from which the director derives an improper personal benefit. </FONT></P>

<P><FONT SIZE=2><B>Item 7. Exemption from Registration Claimed  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><B>Item 8. Exhibits  </B></FONT></P>

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<TD WIDTH="7%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>5</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="82%"><FONT SIZE=2>Opinion of Senn Palumbo Meulemans, LLP, consent included, relating to the issuance of the shares of securities pursuant to the Business Consulting Agreement</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="7%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
10.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="82%"><FONT SIZE=2><BR>
Business Consulting Agreement, dated June&nbsp;20, 2001</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="7%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
23.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="82%"><FONT SIZE=2><BR>
Consent of Senn Palumbo Meulemans, LLP (contained in their opinion set forth as Exhibit&nbsp;5)</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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&nbsp;</FONT></TD>
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<TD WIDTH="8%"><FONT SIZE=2><BR>
23.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="82%"><FONT SIZE=2><BR>
Consent of Siegel-Smith, LLP</FONT></TD>
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<P><FONT SIZE=2><B>Item 9. Undertakings  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
undersigned registrant hereby undertakes: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;To
include any prospectus required by section&nbsp;10(a)(3) of the Securities Act of 1933; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, including (but not limited to) any addition or election of a managing underwriter. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section&nbsp;15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
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<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of
Escondido, State of California, on July&nbsp;16, 2001. </FONT></P>

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<TD WIDTH="46%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=5><FONT SIZE=2><B>Remedent USA, Inc.</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2><B><BR>
&nbsp;</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="5%"><BR><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>REBECCA M. INZUNZA</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2>Rebecca M. Inzunza</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>Its:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2>President, Chief Executive Officer,<BR>
Chief Financial Officer and Director</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>
<P><br><A NAME="01MOC1695_1">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_bg1695_1">CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_de1695_1">PROSPECTUS Remedent USA, Inc. 300,000 Shares Common Stock ADVISOR COMPENSATION PLAN</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_2">AVAILABLE INFORMATION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_3">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_4">INFORMATION WITH RESPECT TO THE COMPANY</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_5">BUSINESS CONSULTING AGREEMENT WITH WINDSOR PARTNERS, INC.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_6">SALES BY SELLING SECURITY HOLDERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_7">DESCRIPTION OF SECURITIES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_8">LEGAL MATTERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_9">PART II</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1695_10">SIGNATURES</A></FONT><BR>
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{"company-data": {"conformed-name": "REMEDENT USA INC/AZ", "cik": "0001078037", "assigned-sic": "5122", "irs-number": "860837251", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65686", "film-number": "1686674"}, "business-address": {"street1": "1220 BIRCH WAY", "street2": "602-596-8460", "city": "ESCONDIDO", "state": "CA", "zip": "92027", "phone": "7607813333"}}
Prepared by MERRILL CORPORATION
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As filed with the Securities and Exchange Commission on July 24, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Remedent USA, Inc.
(Exact name of registrant as specified in its charter)
Nevada
86-0837251
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
Remedent USA, Inc.
1220 Birch Way
Escondido, CA 92027
(760) 781-3333
(Address of Registrant's principal executive offices, including zip code)
ADVISOR COMPENSATION PLAN
(Full title of the Plan)
Interwest Transfer Company
1981 East 4800 South, Suite 100
Salt Lake City, UT 84117
(801) 272-9294
(Name, address and telephone number of agent for service)
COPIES TO:
Lynne Bolduc, Esq.
SENN PALUMBO MEULEMANS, LLP
18301 Von Karman Avenue, Suite 850
Irvine, CA 92612-1009
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered
Proposed Maximum Offering Price per share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, $0.001 Par Value
1
300,000
$0.23
$69,000
$17.25
1
Consists
 of 150,000 shares of common stock issuable to Richard Walker and 150,000 shares of common stock issuable to Scott Absher, principals of Windsor Partners, for
consulting services.
2
The
 registration fee is based upon the closing bid price of the Shares as of July 5, 2001 (the last date traded) calculated pursuant to Rule 457(c).
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption
Caption in Prospectus
1.
Forepart of Registration Statement and Outside Front Cover Page of Prospectus
Facing Page of Registration Statement and Cover Page of Prospectus
2.
Inside Front and Outside Back Cover Pages of Prospectus
Inside Cover Page of Prospectus and Outside Cover Page of Prospectus
3.
Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges
Not Applicable
4.
Use of Proceeds
Not Applicable
5.
Determination of Offering Price
Not Applicable
6.
Dilution
Not Applicable
7.
Selling Security Holders
Sales by Selling Security Holder
8.
Plan of Distribution
Cover Page of Prospectus and Sales by Selling Security Holder
9.
Description of Securities to be Registered
Description of Securities;
10.
Interests of Named Experts and Counsel
Legal Matters
11.
Material Changes
Not Applicable
12.
Incorporation of Certain Information by Reference
Incorporation of Certain Documents by Reference
13.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Indemnification of Directors and Officers; Undertakings
DATED: July 24, 2001
PROSPECTUS
Remedent USA, Inc.
300,000 Shares Common Stock
ADVISOR COMPENSATION PLAN
This prospectus is part of a Registration Statement which registers an aggregate of 300,000 shares of Common Stock, $0.001 par value (such
shares being referred to as the "Shares"), of Remedent USA, Inc. (the "Company") of which 150,000 shares of common stock have been issued to Richard Walker and 150,000 shares of common stock
have been issued to Scott Absher, principals of Windsor Partners (collectively, the "Selling Security Holders"), for consulting services rendered pursuant to an agreement by and between the Company
and Windsor Partners, dated June 20, 2001 (the "Agreement"). The Company has been advised by the Selling Security Holders that they may sell all or a portion of the Shares from time to time in
the Over-the-Counter Pink Sheet System (the "Pink Sheets"), in negotiated transactions, directly or through brokers or otherwise, and that such shares will be sold at market
prices prevailing at the time of such sales or at negotiated prices, and the Company will not receive any proceeds from such sales. The Company's principal executive office is located at 1220 Birch
Way, Escondido, CA 92027, (760) 781-3333.
No
person has been authorized by the Company to give any information or to make any representation other than as contained in this Prospectus, and if given or made, such information
or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any distribution of the Shares issuable under the terms of the Agreement
shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH STATE.
The date of this Prospectus is July 24, 2001
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed with the Commission can be
inspected and copies at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549. Copies of this material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington D.C. 20549. Such material may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov. The Company's Common Stock is traded on the Pink Sheets under the symbol "REMM."
The
Company has filed with the Commission a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the resale of up to an aggregate of up to 300,000 shares of the Company's Common Stock offered by this Prospectus, reference is made to the Registration Statement, including
the exhibits thereto. Statements in this Prospectus as to any document are not necessarily complete, and where any such document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the provisions of such exhibit or other document, to which reference is hereby made for a full statement of the provisions
thereof. A copy of the Registration Statement, with exhibits, may be obtained from the Commission's office in Washington, D.C. (at the above address) upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without charge, or viewed on the Commission's Edgar database on the Internet at http://www.sec.gov without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:
1.  The
Company's Annual Report on Form 10-KSB filed for the fiscal year ended March 31, 2001 and the description of the Company's Common
Stock contained in the Company's Form 10-SB dated March 20, 2001.
2.  All
reports and documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the respective date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.
The
Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of the Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents.
Written requests for such copies should be directed to Corporate Secretary, 1220 Birch Way, Escondido, CA 92027, (760) 781-3333.
2
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB filed for the fiscal year ended March 31, 2001 and the
description of the Company's Common Stock contained in the Company's Form 10-SB dated March 20, 2001. The Annual Report as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by reference in this Prospectus and may be obtained, without charge, upon the oral or
written request of any person to the Company at 1220 Birch Way, Escondido, CA 92027, (760) 781-3333.
BUSINESS CONSULTING AGREEMENT
WITH WINDSOR PARTNERS, INC.
General
On June 20, 2001, the Company entered into a Business Consulting Agreement with Windsor Partners pursuant to which Windsor Partners agreed to provide
business consulting services to the Company commencing as of the date of the agreement. The term of the Business Consulting Agreement is two years. Under the terms of the Business Consulting
Agreement, Windsor Partners is to provide advice and counsel regarding the Company's strategic business plans, strategy and negotiations with potential business strategic partnering, corporate
planning and or other general business consulting needs as expressed by the Company; assistance to the Company, as mutually agreed, in identifying merger and/or acquisition candidates, assisting in
any due diligence process, recommending transaction terms and providing advice and assistance during negotiations, as needed; participate and assist the Company in the due diligence process, where
possible, on all proposed financial transactions affecting the Company of which Windsor Partners is notified in writing in advance, including conducting investigation of and providing advice on the
financial, valuation and stock price implications of the proposed transaction(s); and, if necessary, Windsor Partners will assist and cooperate with the Company in the development, editing and
production of such documents as are reasonably necessary to assist in any transaction covered by the Agreement. However, the Agreement does not include the preparation or procuring of legal documents
or those documents normally prepared by an attorney.
Compensation
For services rendered under the Business Consulting Agreement, the Company has agreed to pay the following compensation:
As
consideration for Windsor Partners entering into the Agreement, the Company agreed to issue 300,000 shares of its common stock, par value $.001 per share, to be issued in amounts
of 150,000 shares to Richard Walker and 150,000 shares to Scott Absher, principals of Windsor Partners When issued, said shares shall be free trading shares, registered with the U.S. Securities and
Exchange Commission on its Form S-8 or similar registration.
In
the event that Windsor Partners assists the Company and/or introduces the Company (or a Company affiliate) to any third party, merger partner(s) or joint venture(s) who then enters
into a merger, joint venture or similar agreement with the Company or the Company's affiliate, the Company will pay Windsor Partners advisory fees pursuant to the following schedule which are based on
the aggregate amount of such merger, joint venture or similar agreement with the Company or the Company's affiliate. Advisory fees are deemed earned and shall be due and payable at the first close of
the transaction, however, in certain circumstances when payment of advisory fees at closing is not possible, within 24 hours after the Company has received the proceeds of such business
combination. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and
payable for any
3
merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above.
Merger/Acquisition Advisory Fees Schedule.
For a merger/acquisition entered into by the Company as a result of the
efforts of, or an introduction by Windsor Partners during the term of the Agreement, the Company shall pay Windsor Partners Merger/Acquisition Advisory Fees as follows:
•
For
the first merger and/or acquisition of approximate annual revenue equal to or exceeding $35 million, 2,200,000 shares of its common stock,
950,000 of which shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The remaining 1,250,000 shares
shall be restricted subject to Rule 144.
•
When
the annual revenue run rate for the aggregate of all businesses Windsor Partners has assisted the Company and/or introduced the Company (or a Company
affiliate) to any third party, merger partner(s) or joint venture(s) who then entered into a merger, joint venture or similar agreement with the Company or the Company's affiliate, reaches
fifty-five million ($55,000,000), 750,000 shares of its common stock, 375,000 of which shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its
Form S-8 or similar registration. The remaining 375,000 shares shall be restricted subject to Rule 144.
•
Thereafter,
for a merger/acquisition entered into by the Company as a result of the efforts of, or an introduction by Windsor Partners during the term of
the Agreement, the Company shall pay Windsor Partners eight (8) percent of the total value of the transaction. For a merger/acquisition entered into by the Company as a result of the efforts of
Windsor Partners and the introduction by the Company during the term of the Agreement, the Company shall pay Windsor Partners, five (5) percent of the total value of the transaction. Such
percentage(s) shall be paid to Windsor Partners in the same ratio of cash and/or stock as the transaction.
After
initial acquisition, the Company shall reimburse Windsor Partners for reasonable expenses incurred in performing its duties pursuant to the Agreement (including printing,
postage, express mail, photo reproduction, travel, lodging, and long distance telephone and facsimile charges); provided, however, that Windsor Partners must receive prior written approval from the
Company for any expenses over $500.
The
Company and Windsor Partners shall mutually agree upon any additional fees that the Company may pay in the future for services rendered by Windsor Partners under the Agreement.
This
compensation is not being administered by either the Board of Directors of the Company or any committee of the Board of Directors organized for that purpose.
Restrictions Under Securities Laws
The sale of any shares of Common Stock must be made in compliance with federal and state securities laws. Officers, directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to be "affiliates" of the Company under the Federal Securities Laws, should be aware that resales by affiliates can only
be made pursuant to an effective Registration Statement, Rule 144 or any other applicable exemption. Officers, directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the Exchange Act generally provides that if an officer, director or 10% and greater stockholder sold
any Common Stock of the Company acquired pursuant to the exercise of a stock option or warrant, he would generally be required to pay to the Company and "profits" resulting from the sale of the stock
and receipt of the stock option. Section 16(b) exempts all option exercises from being treated as purchases and, instead, treats an option grant as a purchase of the underlying security, which
grant/purchase may be matched with any sale of the underlying security within six months of the date of grant.
4
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder, the amount of shares of Common Stock held directly or indirectly or to be issued to the
Selling Security Holder, the maximum amount of shares of Common Stock to be offered by the Selling Security Holder, the conversion price for the shares of Common Stock, the amount of Common Stock to
be owned by the Selling Security Holder following sale of such shares of Common Stock, and the percentage of shares of Common Stock to be owned by the Selling Security Holder following completion of
such offering (based on 13,187,316 shares of Common Stock of the Company outstanding as of the date of this prospectus). Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to shares beneficially owned.
Name of Selling
Security Holder
Number of Shares Owned
Shares to be Offered
Shares to be owned After Offering
Percent to be owned After Offering
Richard Walker
150,000
150,000
-0-
-0-
Scott Absher
150,000
150,000
-0-
-0-
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company currently consists of 50,000,000 shares of Common Stock, $.001 par value. The Company has no shares of Preferred
Stock.
The
following summary of certain terms of the Common Stock is subject to, and qualified in its entirety by, the provisions of the Company's Articles of Incorporation and Bylaws.
Common Stock
As of the date of this prospectus, there are approximately 13,187,316 shares of Common Stock outstanding.
Holders
of Common Stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders
of a majority of the outstanding Common Stock can elect all directors.
Holders
of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor and, in the event of liquidation,
to share pro rata in
any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid in the
foreseeable future.
Holders
of Common Stock do not have preemptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar
provisions regarding the Common Stock. All of the outstanding shares of Common Stock are fully paid and non-assessable and all of the shares of Common Stock offered hereby will be, upon
issuance, fully paid and non-assessable.
Trading Status
The Company's Common Stock is traded on the Pink Sheets under the symbol "REMM."
Transfer Agent
The Transfer Agent for the shares of Common Stock is Interwest Transfer Company, 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117.
5
LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby will be passed upon for the Company by Senn Palumbo Meulemans, LLP, Irvine,
California.
6
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in the registration statement:
The
Company's Annual Report on Form 10-KSB filed for the fiscal year ended March 31, 2001 and the description of the Company's Common Stock contained in the
Company's Form 10-SB dated March 20, 2001.
All
other documents filed in the future by Registrant after the date of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Senn Palumbo Meulemans, LLP has received 250,000 shares of Common Stock of the Company for payment of legal services.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and the Nevada Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors
of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in
good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful.
The
Company's Certificate of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for
breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by the Company or (iv) for any
transaction from which the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5
Opinion of Senn Palumbo Meulemans, LLP, consent included, relating to the issuance of the shares of securities pursuant to the Business Consulting Agreement
10.1
Business Consulting Agreement, dated June 20, 2001
23.1
Consent of Senn Palumbo Meulemans, LLP (contained in their opinion set forth as Exhibit 5)
7
23.2
Consent of Siegel-Smith, LLP
Item 9. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)  To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii)     To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, including (but not limited to) any addition or election of a managing underwriter.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of
Escondido, State of California, on July 16, 2001.
Remedent USA, Inc.
By:
/s/
REBECCA M. INZUNZA
By:
Rebecca M. Inzunza
Its:
President, Chief Executive Officer,
Chief Financial Officer and Director
9
QuickLinks
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
PROSPECTUS Remedent USA, Inc. 300,000 Shares Common Stock ADVISOR COMPENSATION PLAN
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
INFORMATION WITH RESPECT TO THE COMPANY
BUSINESS CONSULTING AGREEMENT WITH WINDSOR PARTNERS, INC.
SALES BY SELLING SECURITY HOLDERS
DESCRIPTION OF SECURITIES
LEGAL MATTERS
PART II
SIGNATURES