UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the Quarterly Period Ended September 30,December 31, 2018

For the transition period from _____ to _____.

Commission File No. 001-15975

REMEDENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code011 32 9 241 58 80

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yesx                                 No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yesx                                No¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨                                 Nox

The number of common shares of registrant’s stock outstanding as of NovemberFebruary 14, 20182019 was 19,995,969.

REMEDENT, INC.

FORM 10-Q INDEX

PART I – FINANCIAL INFORMATION

Item 1.

REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

REMEDENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company is a manufacturer and distributor of cosmetic dentistry products, including a full line of professional dental tooth whitening products which are distributed in Europe, Asia and the United States. The Company manufactures many of its products in Ghent, Belgium as well as outsourced manufacturing in its facility in Beijing, China.  The Company distributes its products using both its own internal sales force and through the use of third party distributors.

In these notes, the terms “Remedent”, “Company”, “we”, “us” or “our” mean Remedent, Inc. and all of its subsidiaries, whose operations are included in these consolidated financial statements.

The Company’s financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

These financial statements of the Company are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Despite the net profit for the accounting years ending March 31, 2017 and March 31, 2016, the accumulated losses of the past affect the financial situation of the Company. The continuation of the Company as a going concern is dependent upon the Company’s ability to continue to generate profitable operations. As of September 30,December 31, 2018 the Company had a working capital deficit of $738,336$1,455,563 and an accumulated deficit of $20,259,239.$20,446,992. Additional funding may be required in order to support the Company’s operations and the execution of its business plan.

There can be no assurance that the Company will be successful in raising the required capital or that it will ultimately attain a successful level of operations. These risks, among others, are also discussed in ITEM 1A – Risk Factors in the Company’s annual report on Form 10-K filed on July 13, 2018 with the SEC.

The Company has conducted a subsequent events review through the date the financial statements were issued, and has concluded that there were no subsequent events requiring adjustments or additional disclosures to the Company's financial statements at September 30,December 31, 2018.

The accounting policies of the Company, as applied in the interim consolidated financial statements presented herein are substantially the same as presented in the Company’s Form 10-K for the year ended March 31, 2017,2018, except as may be indicated below:

The accompanying consolidated financial statements include the accounts of: Remedent N.V. (incorporated in Belgium) located in Ghent, Belgium, Remedent Professional, Inc. and Remedent Professional Holdings, Inc. (both incorporated in California and inactive), Glamtech-USA, Inc. (a Delaware corporation acquired effective August 24, 2008), Remedent N.V.’s 50 % owned subsidiary, Biotech Dental Benelux N.V., a Belgium private company located in Ghent, Remedent N.V.’s 51% owned subsidiary, GlamSmile Deutschland GmbH, a German private company located in Munich (effective March 31, 2014 this subsidiary is inactive) and Remedent N.V.’s 80 % owned subsidiary, GlamSmile Rome, an Italian private company located in Rome (effective March 31, 2014 this subsidiary is inactive) and Remedent N.V.’s 60% owned subsidiary, SmileWise Corporate B.V.B.A., a Belgium private company located in Ghent.

Remedent N.V. owns 21.51 % of Glamsmile Dental Technology Ltd., a Cayman Islands company (“Glamsmile Dental”). The subsidiaries of Glamsmile Dental include: Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong, Beijing Glamsmile Technology Development Ltd., a 100% owned subsidiary or GlamSmile Asia, its 80% owned subsidiary Beijing Glamsmile Trading Co., Ltd. and its 98% owned subsidiary Beijing Glamsmile Dental Clinic Co., Ltd., including its 100% owned Shanghai Glamsmile Dental Clinic Co., Ltd., its 100% owned Guangzhou Dental Clinic Co., Ltd. and its 50% owned Whenzhou GlamSmile Dental Clinic Ltd., which are accounted for using the equity method after January 31, 2012 (see Note 3 – Long-term Investment).

Remedent, Inc. is a holding company with headquarters in Ghent, Belgium. Remedent Professional, Inc. and Remedent Professional Holdings, Inc. have been dormant since inception.

For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements and corporate administrative costs are not allocated to subsidiaries.

Interim Financial Information

The interim consolidated financial statements of Remedent, Inc. and Subsidiaries (the “Company”) are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. Management believes that all adjustments necessary for a fair presentation of results have been included in the unaudited consolidated financial statements for the interim periods presented. Operating results for the three and sixnine months ended September 30,December 31, 2018, are not necessarily indicative of the results that may be expected for the year ended March 31, 2019.2018. Accordingly, your attention is directed to footnote disclosures found in the Annual Report on Form 10-K for the year ending March 31, 2018, and particularly to Note 2, which includes a summary of significant accounting policies.

Warranties

The Company typically warrants its products against defects in material and workmanship for a period of 24 months from shipment.

A tabular reconciliation of the Company’s aggregate product warranty liability for the reporting periods is as follows:

Based upon historical trends and warranties provided by the Company’s suppliers and sub-contractors, the Company has made a provision for warranty costs of $5,800$5,733 and $6,164 as of September 30,December 31, 2018 and March 31, 2018, respectively.

Computation of Earnings (Loss) per Share

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share attributable to common stockholders assuming dilution is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.

On April 1, 2009, the Company adopted changes issued by the FASB to the calculation of earnings per share. These changes state that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method for all periods presented. The adoption of this change had no impact on the Company’s basic or diluted net loss per share because the Company has never issued any share-based awards that contain non-forfeitable rights.

At each of September 30,December 31, 2018 and March 31, 2018, the Company had 19,995,969, shares of common stock issued and outstanding.  At September 30,December 31, 2018 and March 31, 2018, the Company did not have any warrants outstanding but had 787,500 and 787,500 options outstanding respectively.  

Further, pursuant to ASC 260-10-50-1(c), if a fully diluted share calculation was computed for the three and sixnine month periods ended September 30,December 31, 2018 and September 30,December 31, 2017 respectively, it would have excluded all options respectively since the Company’s average share trading price during the three month and sixnine month periods ended September 30,December 31, 2018 and September 30,December 31, 2017 were less than the exercise price of all options.

Conversion of Foreign Currencies

The reporting and functional currency for the consolidated financial statements of the Company is the U.S. dollar. The home currency for the Company’s European subsidiaries, Remedent N.V., Biotech Dental Benelux N.V., SmileWise Corporate B.V.B.A., GlamSmile Rome and GlamSmile Deutschland GmbH, is the Euro, for Glamsmile Asia Ltd., and its subsidiaries, the Hong Kong dollar and the Chinese Renmimbi (“RMB”) for Mainland China. The assets and liabilities of companies whose functional currency is other that the U.S. dollar are included in the consolidation by translating the assets and liabilities at the exchange rates applicable at the end of the reporting period. The statements of income of such companies are translated at the average exchange rates during the applicable period. Translation gains or losses are accumulated as a separate component of stockholders’ equity.

Comprehensive Income (Loss)

The Company’s only component of other comprehensive income is the accumulated foreign currency translation consisting of (loss)gains/(losses) of $16,812 and gains of $16,376 and $15,486$25,286 for the sixnine months ended September 30,December 31, 2018 and 2017, respectively. These amounts have been recorded as a separate component of stockholders’ equity (deficit).

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Effective April 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, as amended (Topic 606, commonly referred to as ASC 606) to all contracts using the modified retrospective method. Because the adoption of ASC 606 did not result in any significant change to the Company’s revenue accounting, our opening retained earnings balance has not been changed. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Most of the Company’s sales revenue continues to be recognized when products are shipped from manufacturing facilities. For certain customer loyalty and free goods, the Company continues to recognize the proportionate revenue and cost of product when the incentives are shipped. For contracts with customers where performance occurs over time, such as software sales, the Company recognizes revenue ratablyrateably over the performance period.

Recent Accounting Pronouncements Not Yet Adopted

The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the business, or, that no material effect is expected on the consolidated financial statements as a result of future adoption.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the standard is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements however, we do not expect the adoption will have a material increase in the assets and liabilities of our consolidated balance sheet.

The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the business, or that no material effect is expected on the consolidated financial statements as a result of future adoption.

GLAMSMILE ASIA LTD.

Acquisition

Effective January 1, 2010 the Company acquired 50.98% of the issued and outstanding shares of Glamsmile Asia Ltd. (“Glamsmile Asia” or “Glamsmile”), a private Hong Kong company, with subsidiaries in Hong Kong and Mainland China, in exchange for the following consideration:

All options reside under the Company’s option plan and are five year options.

Also pursuant to the agreement, the Company granted irrevocable right to Glamsmile Asia to use the Glamsmile trademark in Greater China.

The Company acquired a 50.98% interest in GlamSmile Asia Ltd. (“GlamSmile Asia”) in order to obtain a platform in the Chinese Market to expand and introduce our GlamSmile Asia concept into the Chinese Market. In order to sell into the Chinese Market, an approval by Chinese Authorities is required, in the form of licenses. As GlamSmile Asia was already the owner of such licenses prior to the acquisition, this was an important advantage. We obtained control of GlamSmile Asia through the acquisition of the 50.98% interest and the appointment of our CEO as a Board member of GlamSmile Asia.

On January 30, 2014, the Company has sold a total of 2,500,000 ordinary shares of its investment in GlamSmile Dental Technology Ltd for $3,000,000 and recognized a gain on the sale in the amount of $1,582,597. As of March 31, 2014 the Company has received $1,850,000 and has recorded the balance of $1,150,000 as an amount receivable.

Effective March 31, 2014 the Company has retained a 21.51% ownership in GlamSmile Asia Ltd. 

Deconsolidation

On January 28, 2012, the Company entered into a Preference A Shares and Preference A-1 Shares Purchase Agreement (“Share Purchase Agreement”) with Glamsmile Dental Technology Ltd., a Cayman Islands company and a subsidiary of the Company (“Glamsmile Dental”), Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong and a substantially owned subsidiary of Glamsmile Dental, Beijing Glamsmile Technology Development Ltd., Beijing Glamsmile Trading Co., Ltd., Beijing Glamsmile Dental Clinic Co., Ltd., and Shanghai Glamsmile Dental Clinic Co., Ltd., Gallant Network Limited, a shareholder of Glamsmile Dental (“Gallant”), and IDG-Accel China Growth Fund III L.P. (“IDG Growth”), IDG-Accel China III Investors L.P.(“IDG Investors”) and Crown Link Group Limited (“Crown”)(“IDG Growth, IDG Investors and Crown collectively referred to as the “Investors”), pursuant to which the Investors agreed to (i) purchase from the Company an aggregate of 2,857,143 shares of Preference A-1 Shares of Glamsmile Dental, which represents all of the issued and outstanding Preference A-1 Shares of Glamsmile Dental, for an aggregate purchase price of $2,000,000, and (ii) purchase from Glamsmile Dental an aggregate of 5,000,000 shares of Preference A Shares for an aggregate purchase price of $5,000,000.

Under the terms of the Share Purchase Agreement, the Company agreed (a) to indemnify the Investors and their respective affiliates for losses arising out of a breach, or inaccuracy or misrepresentation in any representation or warranty made by the Company or a breach or violation of a covenant or agreement made by the Company for up to $1,500,000, and (b) to transfer 500,000 shares of Glamsmile Dental owned by the Company to the Investors in the event of breach of certain covenants by the Company. In connection with the Share Purchase Agreement, the Company also agreed to enter into an Investor’s Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement with the parties.

In addition, in connection with the contemplated transactions in the Share Purchase Agreement on January 20, 2012, the Company entered into a Distribution, License and Manufacturing Agreement with Glamsmile Dental pursuant to which the Company appointed Glamsmile Dental as the exclusive distributor and licensee of Glamsmile Veneer Products bearing the “Glamsmile” name and mark in the B2C Market in the People’s Republic of China (including Hong Kong and Macau) and Republic of China (Taiwan) and granted related manufacturing rights and licenses in exchange for the original issuance of 2,857,143 shares of Preference A-1 Shares of Glamsmile Dental and $250,000 (the receipt of which was acknowledged as an offset to payment of certain invoices of Glamsmile (Asia) Limited).

On February 10, 2012, the sale of the Preference A-1 Shares and the Preference A Shares was completed. As a result of the closing, the equity ownership of Glamsmile Dental, on an as converted basis, is as follows: 31.4% by the Investors, 39.2 % by Gallant, and 29.4% by the Company. Mr. De Vreese, our chairman, will remain as a director of Glamsmile Dental along with Mr. David Lok, who is the Chief Executive Officer and director of Glamsmile Dental and principal of Gallant. The Investors have a right to appoint one director of Glamsmile Dental, and accordingly the Board of Directors of Glamsmile Dental will consist of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.

In conjunction with the transaction and resulting deconsolidation of Glamsmile Dental, the Company recorded a gain of $1,470,776, calculated as follows:

For the sixnine month periods ended September 30,December 31, 2018 and September 30,December 31, 2017 the Company recorded equity income of $34,398$58,427 and $177,128$250,455 respectively as “Other income” for its portion of the net income recorded by GlamSmile Dental Technology Ltd.

The following tables represent the summary financial information of GlamSmile Asia as derived from its financial statements and prepared under US GAAP:

CONDOR TECHNOLOGIES NV (formerly Medical Franchises & Investments("MFI") (“MFI”)

Effective March 31, 2013, the Company acquired 6.12 % of the issued and outstanding shares of Condor Technologies NV,Medical Franchises & Investments N.V., a Belgium corporation ("Condor"MFI NV") in exchange for a cash prepayment of $314,778 that was made during the fiscal year ended March 31, 2012. The Company’s investment in 70,334 shares of CondorMFI NV has been recorded at the fair value of $787,339 which is the quoted market price of approximately USD $11.19 (€8.70) per share. Because the investment is being recognized as an available-for-sale investment, future unrealized gains and losses on the investment in CondorMFI will also be recognized in other comprehensive income until realized.

Per ASC-320-10-25-1, investments in debt and equity securities that have readily determinable fair values and are not classified as trading or held-to-maturity securities, are classified as available-for-sale securities.

MFI NV has been founded to market an advance in dental technology which has the potential to replace the process of making mechanical impressions of teeth and bite structures with a digital/optical scan. During November 2016, the name of the companyCompany MFI NV was changed to Condor Technologies NV.

SMILEWISE CORPORATE B.V.B.A.

Effective April 16, 2018, the Company acquired 60% of the issued and outstanding shares of SmileWise Corporate B.V.B.A., a Belgium corporation (“SmileWise’) in exchange for a cash payment of $2,592 ( 2,226) that was made during April 2018. Because the investment is being recognized as an available-for –sale investment, future unrealized gains and losses on the investment in SmileWise will be recognized in other comprehensive income until realized.

SmileWise has been founded to develop and market software applications for dental practices.

METRICS IN BALANCE N.V.

Effective November 22, 2018, the Company acquired 63, 112 shares or 3.08% of the issued and outstanding shares of Metrics in Balance N.V., a Belgium Corporation (“MIB”). Because the investment is being recognized as an available-for-sale investment, future unrealized gains and losses on the investment in MIB will be recognized in other comprehensive income until realized.

MIB has been founded to allow healthcare and dental professionals to determine the relationship between malocclusion and posture problems thereby enabling therapy to improve quality of life.

Per ASC-320-10-25-1, investments in debt and equity securities that have readily determinable fair values and are not classified as trading or held-to-maturity securities, are classified as available-for-sale securities.

Financial Instruments — Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable.

Concentrations of credit risk with respect to trade receivables are normally limited due to the number of customers comprising the Company’s customer base and their dispersion across different geographic areas.  At September 30,December 31, 2018, five customers accounted for 87.49%53% the Company’s trade accounts receivables, and two customers accounted for 46.37%. At December 31, 2017, five customers accounted for 75.45% of the Company’s trade accounts receivables, and two customers accounted for 81.08%.   At September 30, 2017, five customers accounted for 79.06% of the Company’s trade accounts receivables, and two customers accounted for 68.83%62.66%.  The Company performs ongoing credit evaluations of its customers and normally does not require collateral to support accounts receivable.

Purchases — The Company has diversified its sources for product components and finished goods and, as a result, the loss of a supplier would not have a material impact on the Company’s operations.  For the sixnine months ended September 30,December 31, 2018 the Company had five suppliers who accounted for 49.10%47.71% of the Company’s accounts payable. For the sixnine months ended September 30,December 31, 2017, the Company had five suppliers who accounted for 61.28%57.49% of accounts payable.

Revenues —  For the sixnine months ended September 30,December 31, 2018 the Company had five customers that accounted for 84.02%76.77% of total revenues. OneTwo of the five customers accounted for 30.35%55.80% of total revenues. For the sixnine months ended September 30,December 31, 2017 the Company had five customers that accounted for 56.49%54.67% of total revenues. OneTwo of the five customers accounted for 33.27%41.24% of total revenues.

The Company’s accounts receivable at period end were as follows:

Inventories at period end are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following:

Prepaid expenses are summarized as follows:

Property and equipment are summarized as follows:

Secured Debt Agreement

On June 3, 2011, the Company obtained a loan in the principal amount of $1,000,000 (the “Loan”) from an unrelated private company, Excelsior Medical (HK) (“EM”). In connection with the Loan, the Company issued a promissory note, with a simple interest rate of 5% per annum, secured by certain assets of the Company (the “Note”). The maturity date of the Loan is June 3, 2014. Interest of $50,000 per annum is payable in cash on an annual basis.

Effective as of January 11, 2012, the Company entered into a Rescission Agreement with EM and Asia Best Healthcare Co., Ltd. Under the Rescission Agreement, the Company agreed to repay a total of $1,000,000 received under the Distribution Agreement, plus a simple interest rate of 5%, beginning on June 30, 2012, according to the following payment schedule: (i) $250,000 to be paid no later than June 30, 2012, (ii) $250,000 plus interest on June 30, 2012, (iii) $250,000 plus interest on December 31, 2012, and (iv) $250,000 plus interest on June 30, 2013. The Company also agreed to secure such obligations owed to EM with certain collateral of the Company. During the period ended December 31, 2012 a partial payment of $20,000 in interest has been made.

Final settlement agreements were re-negotiated with EM and Asia Best Healthcare Co, Ltd. Duringduring January 2017. The Company agreed to pay a total amount of $500,000 to EM as final settlement and simultaneously agreed to pay a total amount of $500,000 to Asia Best Healthcare co., Ltd as final settlement of the loan agreement. Both payments were executed on March 6, 2017 as final settlement.

Transactions with related parties not disclosed elsewhere in these financial statements consisted of the following:

Compensation:

During the sixnine month periods ended September 30,December 31, 2018 and 2017 respectively, the Company incurred $99,163$179,575 and $122,837$165,500 respectively, as compensation for all directors and officers.

All related party transactions involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed to by the related parties and reflects arms’ length consideration payable for similar services or transfers.

Accrued liabilities are summarized as follows:

As of September 30,December 31, 2018, the Company had two equity compensation plans approved by its stockholders (1) the 2004 Incentive and Non-statutory Stock Option Plan (the “2004 Plan”); and (2) the 2007 Equity Incentive Plan (the “2007 Plan”). The Company approved the 2004 Plan reserving 800,000 shares of common stock of the Company pursuant to an Information Statement on Schedule 14C filed with the Commission on May 9, 2005.  Finally, the Company’s stockholders approved the 2007 Plan reserving 1,000,000 shares of common stock of the Company pursuant to a Definitive Proxy Statement on Schedule 14A filed with the Commission on October 2, 2007.

In addition to the equity compensation plans approved by the Company’s stockholders, the Company has issued options and warrants to individuals pursuant to individual compensation plans not approved by our stockholders.  These options and warrants have been issued in exchange for services or goods received by the Company.

The following table provides aggregate information as of September 30,December 31, 2018 with respect to all compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance.

A summary of the Company’s equity compensation plans approved and not approved by shareholders is as follows:

For the sixnine month periods ended September 30,December 31, 2018 and September 30,December 31, 2017 the Company has not recognized any$Nil and $Nil in stock based compensation expense in the consolidated statement of operations.  No stock options were granted or cancelledcancelled/expired in the sixnine month periods ended September 30,December 31, 2018 and September 30,December 31, 2017.

The Company’s only operating segment consists of dental products and oral hygiene products sold by Remedent Inc., Condor North America LLC., Remedent N.V., and Biotech Dental Benelux N.V. Our operations are primarily in Europe and Asia and 100%100.0% of our sales for the sixnine months ended September 30,December 31, 2018 and 79%82.5% of our sales for the sixnine months ended September 30,December 31, 2017 were generated from customers outside of the United States.

Real Estate Lease:

The Company leases an office facility of 5,187 square feet in Ghent, Belgium from an unrelated party pursuant to a nine year lease commencing September 1, 2008 at a base rent of €5,712 per month for the total location ($6,6256,595 per month at September 30,December 31, 2018).

Secondly, the Company leases an office facility of 635 square feet in Brussels, Belgium from an unrelated party pursuant to a lease that expired June 30, 2018 at a base rent of €969 per month for the total location.

Real Estate Lease and All Other Leased Equipment:

Minimum monthly lease payments for real estate, and all other leased equipment are as follows based upon the conversion rate for the (Euro) at September 30,December 31, 2018:

The FASB ASC topic 820 on fair value measurement and disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

The carrying values and fair values of our financial instruments are as follows:

The following method was used to estimate the fair values of our financial instruments:

The carrying amount of level 1 and level 2 financial instruments approximates fair value because of the short maturity of the instruments.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial assets also include certain investment securities for which there is limited market activity such that the determination of fair value requires significant judgment or estimation.

The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused the transfer occurs. There were no significant transfers between Level 1, Level 2, or Level 3 during the sixnine month period ended September 30,December 31, 2018. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table provides a reconciliation of the beginning and ending balances of the item measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3):

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The discussion contained herein is for the three and sixnine months ended September 30,December 31, 2018 and September 30,December 31, 2017. The following discussion should be read in conjunction with the Company’s consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended September 30,December 31, 2018.  In addition to historical information, this section contains “forward-looking” statements, including statements regarding the growth of product lines, optimism regarding the business, expanding sales and other statements. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market acceptance of our products. In addition, actual results could vary materially based on changes or slower growth in the oral care and cosmetic dentistry products market; the potential inability to realize expected benefits and synergies; domestic and international business and economic conditions; changes in the dental industry; unexpected difficulties in penetrating the oral care and cosmetic dentistry products market; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting excess inventory and other risk factors.  Factors that could cause or contribute to any differences are discussed in “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K filed on June 29, 2015July 13, 2018 with the Securities and Exchange Commission.  Except as required by applicable law or regulation, the Company undertakes no obligation to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q for the quarterly period ended September 30,December 31, 2018. The information contained in this Quarterly Report on Form 10-Q for the quarterly period ended September 30,December 31, 2018 is not a complete description of the Company’s business or the risks associated with an investment in the Company’s common stock. Each reader should carefully review and consider the various disclosures made by the Company in this Quarterly Report on Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission.

Overview

We specialize in the research, development, and manufacturing of oral care and cosmetic dentistry products.  We are one of the leading manufacturers of cosmetic dentistry products in Europe.  Leveraging our knowledge of regulatory requirements regarding dental products and management’s experience in the needs of the professional dental community, we design, develop, manufacture and distribute our cosmetic dentistry products, including a full line of professional dental products that are distributed in Europe, Asia and the United States.  We distribute our products using both our own internal sales force and through the use of third party distributors.

Results of Operations

Comparative detail of results as a percentage of sales is as follows:

Net Sales

Net sales decreased by approximately 49.1%43.7% to $345,640$419,326 for the three months ended September 30,December 31, 2018 as compared to $678,694$745,103 for the three months ended September 30,December 31, 2017.  The decrease in sales is primarily due to the reduced sales of our Condor 3D Scanner in the North American market. In anticipation of our additional tool for the Condor 3D Scanner, which will be an easy-to-use addition (with minimal user training) to the already existing Condor 3D Scanner and which will be available by the 1^st quarter 2019, we reduced our active approach in the US market.market, resulting in decreased sales in our veneer division.

Net sales decreased by approximately 46.9%45.8% to $780,488$1,199,814 for the sixnine months ended September 30,December 31, 2018 as compared to $1,470,033$2,215,136 for the sixnine months ended September 30,December 31, 2017.  Net sales decreased in the sixnine months ended September 30,December 31, 2018 for the same reason as the sixthree month variance.

Cost of Sales

Cost of sales decreased approximately 41.1%28.6% to $116,536$145,536 for the three months ended September 30,December 31, 2018 as compared to $197,700$203,729 for the three months ended September 30, 2017.December 31, 2017 Cost of sales, as a percentage of net sales, has increased to 33.72%34.71% in the quarter ended September 30,December 31, 2018 as compared to 29.13%27.34% in the quarter ended September 30December 31 2017.

Cost of sales decreased approximately 58.2%50% to $222,070$367,606 for the sixnine months ended September 30,December 31, 2018 as compared to $530,872$734,601 for the sixnine months ended September 30,December 31, 2017. Cost of sales, as a percentage of net sales, has decreased to 30.64% in the nine months ended December 31, 2018, as compared to 33.16% in the nine months ended December 31, 2017 mainly because of decreased sales.sales of our 3D Scanner and our veneer division.

Gross Profit

Our gross profit decreased by $251,890$267,584 or 52.4%49.4% to $229,104$273,790 for the three months ended September 30,December 31, 2018 as compared to $480,994$541.374 for the three months ended September 30,December 31, 2017. Our gross profit as a percentage of sales decreased to 66.28%65.29% in the three months ended September 30,December 31, 2018 as compared to 70.87%72.66% for the three months ended September 30, 2017.December 31, 2017 primarily because of decreased sales in our veneer division and of our 3D Scanner product.

Our gross profit decreased by $380,743$648,327 or 40.5%43.8%, to $558,418$832,208 for the sixnine months ended September 30,December 31, 2018 as compared to $939,161$1,480,535 for the sixnine months ended September 30,December 31, 2017 primarily because of our decreased sales.sales in our veneer division and of our 3D Scanner product.

Operating Expenses

Research and Development. Our research and development expenses decreased to zero for the three months ended September 30, 2018 as compared to $221 for the three months ended September 30, 2017 an increase of 100.0%.

Our research and development costs decreased by $1,740 or 93.5%9.5% to $120 for the sixnine months ended September 30,December 31, 2018 as compared to $1,860 for the sixnine months ended September 30,December 31, 2017. Our research and development costs have decreased because of the finalization of our Software program the “Smile me Mirror”.

Sales and marketing costs. Our sales and marketing costs for the three months ended September 30,December 31, 2018 and 2017 were $141,473$200,981 and $240,057$252,417 respectively, representing a decrease of $98,584$51,436 or 41.1%26.7%.  The decrease is largely due to reduced marketing and advertising costs as we are expecting the additional tool for the Condor 3D Scanner by the beginning of next year.

Our sales and marketing costs decreased by $143,833$195,269 or 30%26.7% to $335,372$536,353 for the sixnine months ended September 30,December 31, 2018 as compared to $479,205$731,622 for the sixnine months ended September 30,December 31, 2017 mainly because of decreased attendance at trade shows and reduced travelling due to our reduced advertising and marketing costsactive approach in reference to the new and additional Condor 3D Scanner tool.US market.

General and administrative costs. Our general and administrative costs for the three months ended September 30,December 31, 2018 and 2017 were $175,354$270,204 and $262,290$287,029 respectively, representing a decrease of $86,936,$16,825, or 33.1%5.9%. Our general and administrative costs for the sixnine months ended September 30,December 31, 2018 and 2017 were $442,821$713,025 and $447,797$734,826 respectively, representing a decrease of $4,976$21,801 or 1.1%3%.  The decrease in general and administration costs is largely due to increased synergy between our internal divisions as a result of ongoing internal reorganization.

Depreciation and amortization.   Our depreciation and amortization was $24,920$24,982 for the three months ended September 30,December 31, 2018 as compared to $24,671$25,206 for the three months ended September 30,December 31, 2017.   Our depreciation and amortization was $49,335$74,317 for the sixnine months ended September 30,December 31, 2018 versus $49,315$74,521 for the sixnine months ended September 30,December 31, 2017.

Other income.  Our net other income was $29,539$20,581 for the three months ended September 30,December 31, 2018 as compared to $102,201$69,454 for the three months ended September 30,December 31, 2017, representing a decrease in other income of $72,662.$48,873. The decrease in other income was primarily because of decreased equity income from equityour investments. Our net other income decreased by $133,205$182,078 to $29,836$50,417 for the sixnine months ended September 30,December 31, 2018 as compared to $163,041$232,495 for the sixnine months ended September 30,December 31, 2017, for the same reason as the three month variance.

Internal and External Sources of Liquidity

As of September 30,December 31, 2018, we had current assets of $1,419,546$784,062 compared to $1,670,622$1,670,722 at March 31, 2018. The decrease of $251,076$886,560 was due to a decrease in cash of $37,756, a decrease in accounts receivable of $161,020,$687,194, decrease in inventories of $11,224 and a$12,259, decrease in prepaid expenses of $41,076.$177,720, and decrease in cash of $9,387, offset by an increase in long term investments of $509,311.

As of September 30,December 31, 2018, we had cash of $55,119.$83,488. We anticipate that we will need to raise additional funds to satisfy our working capital requirements and implement our business strategy to expand our direct to consumer business model. We intend to continue to look for opportunities to expand the number of GlamSmile Studios in Europe.  We will continue to review our expected cash requirements, make all efforts to collect any aged receivables, and take appropriate cost reduction measures to ensure that we have sufficient working capital to fund our operations. In the event additional needs for cash arise, we may seek to raise additional funds from a combination of sources including issuance of debt or equity securities. Additional financing may not be available on terms favorable to us, or at all. Any additional financing activity could be dilutive to our current stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to take advantage of unanticipated opportunities or respond to competitive pressures could be limited.

 Cash and Cash equivalents

Our balance sheet at September 30,December 31, 2018 reflects cash of $55,119$83,488 as compared to $92,875 as of March 31, 2018, a decrease of $37,756.$9,387.

Operations

Net cash used by operations was $29,687$21,948 for the sixnine months ended September 30,December 31, 2018 as compared to net cash providedused by operations of $1,950$28,198 for the sixnine months ended September 30,December 31, 2017. The increasedecrease of $31,637$6,250 in net cash used by operations for the sixnine months ended September 30,December 31, 2018 as compared to the sixnine months ended September 30,December 31, 2017 is primarily because of decreased income of $363,419,our working capital assets provided sufficient cash to offset by the changes in operating assets and liabilities.our loss.

Investing activities

Net cash used in investing activities totaled nil$nil for the sixnine months ended September 30,December 31, 2018 as compared to net cash used by investing activities of $4,341 for the sixnine months ended September 30,December 31, 2017. Cash used in the sixnine months ended September 30,December 31, 2018 and 2017 was primarily for investing in equipment.

Financing activities

During the sixnine months ended September 30,December 31, 2018 and September 30,December 31, 2017, we recognized an increase/a (decrease) in cash and cash equivalents of ($8,069)$12,561 and ($55,901)$(55,268), respectively, from the effect of exchange rates between the Euro and the US Dollar.

Off-Balance Sheet Arrangements

At September 30,December 31, 2018, we did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.   Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30,December 31, 2018.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30,December 31, 2018.

Changes in Internal Control Over Financial Reporting

There have been no material changes in our  internal controls over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed above that occurred during the quarter ended September 30,December 31, 2018 or subsequent to that date that have materially affected, or are reasonably likely to materially affect, our  internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

To the best knowledge of management, there are no material legal proceedings pending against the Company.

Item 1A. Risk Factors

Not Applicable.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None. 

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   [Removed and Reserved]

Item 5.   Other Information

None.

Item 6.  Exhibits

EXHIBIT INDEX

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.