REMEDENT USA INC/AZ
10SB12G/A, 2000-02-15
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               FORM 10-SB 12(g)/A
                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

          Under Section 12(g)-A of the Securities Exchange Act of 1934

                               REMEDENT USA, INC.
                 (Name of Small Business Issuer in its charter)

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



1220 Birch Way
Escondido, California,                                                     92027
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number      (760)781-3333


Securities to be registered pursuant to Section 12(b) of the Act:

                                      None
                                (Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:

 Title of each class                         Name of each exchange on which
 to be registered                        each class of stock is to be registered

Common Stock, par value $.001 per share             OTC:BB   Symbol: REMM



<PAGE>
INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Remedent USA, Inc. (an Arizona
corporation)  as of March 31, 1999,  and the related  statements of  operations,
statements of changes in stockholders'  equity and cash flows for the year ended
March  31,  1999.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Remedent USA, Inc. as of March
31,  1999,  and the  results of its  operations  and its cash flows for the year
ended  March  31,  1999,  in  conformity  with  generally  accepted   accounting
principles.



/s/

Siegel * Smith

Del Mar, California
May 11, 1999
<PAGE>

SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


REMEDENT USA, INC.


Date: February 14, 2000


By:        /s/ Rebecca M. Inzunza
   ------------------------------------
   Rebecca M. Inzunza, President/CEO



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