SecProbe.io

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Mail Stop 03-06

						March 11, 2005

Robin List
Chief Executive Officer
Remedent USA, Inc.
Xavier de Cocklaan 42
9831 Deurle, Belgium

Re:	Remedent USA, Inc.
	Schedule 14C - Preliminary Information Statement
	Filed February 10, 2005
	File No. 001-15975

Dear Mr. List:

	We have the following comments on your filing.  Please note
that
we have limited our review to the matters addressed in our
comments.
We anticipate at this time that no further review of your
information
statement will be made other than a review of your responses to
these
comments.  Note that we may have further comments on these issues.
All persons who are by statute responsible for the adequacy and
accuracy of the filing are urged to be certain that all required
information has been included.

Why are we acquiring the remaining 78% of the shares of our
subsidiary - Page 14

1. Please ensure that your disclosure includes all of the
disclosures
required by Item 14 of Schedule 14A that would be material to your
shareholders.

2. We note that you had an option to reacquire the shares of
Remedent
N.V. from Messrs. De Vreese and List but that you have agreed to
pay
Messrs. De Breese and List in shares of your common stock because
you
did not have the available cash in order to exercise this option.
Please disclose whether or not you made any efforts to obtain
financing in order to raise sufficient cash to exercise your
option,
and the results of those efforts, if any.  Also disclose if the
related transactions were unanimously approved by your board of
directors or whether the interested directors abstained from
voting
on those transactions.

3. Please expand your discussion regarding your purchase of the
remaining shares of Remedent N.V. to:

* indicate whether there was an expiration date on the option and
your reasons for acquiring the remaining 78% of the shares of
Remedent N.V. at this time;
* disclose the factors considered by the board in determining to
acquire the remaining 78% of the shares of Remedent N.V. at this
time
and whether the board considered exercising the option at a later
date when the company was in the financial position to do so;
* disclose whether or not you met with any financial advisors or
consultants other than MDB Capital Group in an effort to identify
and
pursue financing alternatives available to your company in an
effort
to exercise the option;
* discuss the efforts of the Board and your financial advisors or
consultants, if any, in identifying and pursuing other financing
alternatives available to the company; and
* briefly describe any alternative proposals considered by the
board
and a brief discussion of why any alternative that was considered
was
ultimately rejected.

4. We note that the acquisition of your subsidiary from Messrs. De
Vreese and List is part of your planned restructuring that will
include "the working-out of past due obligations for stock and/or
cash."  Please expand your disclosure to briefly describe those
past
due obligations, including the amounts due, and the sources and
amounts of stock and/or cash that you intend to use to satisfy
those
obligations.

5. Supplementally provide us with copies of any materials prepared
by
MDB Capital Group that were presented to your board in connection
with your restructuring.  Also, please file the opinion of MDB.
In
addition, disclose the fee paid to MDB for its services in
connection
with the opinion

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all material information to
investors.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You should file a revised preliminary information statement.
Please clearly and precisely mark the changes to the preliminary
information statement effected by the revision, as required by
Rule
14c-5(e) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of such revision; therefore, please allow
adequate time after the filing of the revised proxy statement for
further staff review.

      You should furnish a response letter with the revised
information statement keying your responses to this comment
letter.
You should transmit the letter via EDGAR under the label
"CORRESP."
In the event that you believe that compliance with any of the
above
comments is inappropriate, provide a basis for such belief to the
staff in the response letter.

      Please direct any questions to Tim Buchmiller at (202) 824-
5354
or to me at (202) 942-1927.

							Sincerely,

							Thomas A. Jones
							Senior Attorney

cc:  	Scott Bartell, Esq.
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Robin List
Remedent USA, Inc.
March 11, 2005
Page 3

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