SecProbe.io

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Mail Stop 6010

							August 2, 2005

Via U.S. Mail

Philippe Van Acker
Chief Financial Officer
Remedent, Inc.
Xavier de Cocklaan 42, 9831
Deurle, Belgium

	Re:	Remedent, Inc.
		Form 10-KSB for year ended March 31, 2005
		Filed July 14, 2005
		File No. 001-15975

Dear Mr. Van Acker:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended March 31, 2005

Financial Statements

Consolidated Statements of Cash Flows, page 4

1. We note that the amount shown as the effect of exchange rate
changes on cash and cash equivalents for fiscal years 2004 and
2005
is the same as the amount you recorded as cumulative translation
adjustment in the statement of changes in shareholders deficit for
the two periods.  Tell us how you have complied with paragraph 25
of
SFAS 95 in preparing your consolidated statements of cash flows.
Please also refer to Appendix C of SFAS 95.  Tell us why all of
the
cumulative translation adjustment relates to your cash balances.

Note 4.  Subsequent Event - Corporate Restructuring, page 15

2. We note you show the effects of the subsequent events on your
March 31, 2005 liability and equity balances.  Please tell us if
you
are including this information to comply with Article 11 of
Regulation S-X.  If you are not presenting this information to
comply
with Article 11, please remove the label "pro forma" from the
presentation.  If you are presenting this to comply with Article
11,
please note that Article 11 pro forma information that is intended
to
provide the investor with information on the continuing operations
of
the company should not be presented within the consolidated
financial
statements.  It should instead be presented as a separate
component
of the periodic report.  Accordingly, in any future periods that
you
report pro forma information in compliance with Article 11, please
present this information outside of the consolidated financial
statements.  In addition, please ensure that any Article 11 pro
forma
information presented in future filings fully complies with all of
the presentation requirements of Article 11.

Exhibit 31.1 and 31.2

3. We noted that the certifications filed were not in the proper
form.  The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31 pursuant to Part III.E of
Release
No. 33-8238.  Accordingly, please revise your future filings to
ensure that your certifications are in the form currently set
forth
in Item 601(b)(31) of Regulation S-B.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 filing; 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 filing or in
response to our comments on your filing.

      You may contact Praveen Kartholy, Staff Accountant, at (202)
551-3778, Kevin Vaughn, Reviewing Accountant, at (202) 551-3643,
or
me at (202) 551-3327 if you have questions regarding these
comments.

	Sincerely,

							   	Michele Gohlke
						Branch Chief
Mr. Philippe Van Acker
Remedent, Inc.
August 2, 2005
Page 2

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