Company Quick10K Filing
Quick10K
Remedent
10-K 2019-03-31 Annual: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
PEG Public Service Enterprise Group 29,460
BBY Best Buy 19,360
SAM Boston Beer 3,880
VRAY Viewray 820
PEBO Peoples Bancorp 678
MGIC Magic Software Enterprises 440
BYFC Broadway Financial De 37
ISIG Insignia Systems 14
ECRD Ecard 0
ODZA Odenza 0
REMI 2019-03-31
Part I
Item 1 &Mdash; Business
Item 1A &Mdash; Risk Factors
Item 1B &Mdash; Unresolved Staff Comments
Item 2 &Mdash; Properties
Item 3 &Mdash; Legal Proceedings
Item 4 &Mdash; [Reserved and Removed]
Part II
Item 5 &Mdash; Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6 &Mdash; Selected Financial Data
Item 7 &Mdash; Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A &Mdash; Quantitative and Qualitative Disclosures About Market Risk
Item 8 &Mdash; Financial Statements and Supplementary Data
Item 9 &Mdash; Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A - Controls and Procedures
Item 9B&Mdash; Other Information
Part III
Item 10 &Mdash; Directors, Executive Officers and Corporate Governance
Item 11 &Mdash; Executive Compensation
Item 12 &Mdash; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13 &Mdash; Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services.
Item 15. Exhibits and Financial Statement Schedules
EX-21.1 tv523589_ex21-1.htm
EX-31.1 tv523589_ex31-1.htm
EX-31.2 tv523589_ex31-2.htm
EX-32.1 tv523589_ex32-1.htm
EX-32.2 tv523589_ex32-2.htm

Remedent Earnings 2019-03-31

REMI 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 tv523589_10k.htm FORM 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES   EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2019

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-15975

 

REMEDENT, INC.

(Name of small business issuer as specified in its charter)

 

Nevada   86-0837251
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
     
Zuiderlaan 1-3, bus 8, 9000 Gent, Belgium   N/A
(Address of principal executive offices)   (Zip code)

 

011-329-241-58-80

(Issuer’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
N/A   N/A   N/A

 

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

 

Common Stock, no par value per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   ¨   No   þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes   ¨   No   þ

 

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   þ   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). Yes  þ  No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.          ¨

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

  Large accelerated filer ¨   Accelerated filer ¨
  Non-accelerated filer þ   Smaller reporting company þ
    Emerging growth company  ¨

 

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 ¨ No þ

 

The aggregate market value of voting stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed third fiscal quarter, December 31, 2018, was approximately $3,599,274.   For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were “held by affiliates” and this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.

 

The number of shares of registrant’s common stock outstanding as of June 28, 2019 was 19,995,969.

 

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check one): Yes ¨       No þ

 

 

 

 

 

 

FORM 10-K INDEX

 

PART I
ITEM 1. BUSINESS   1
ITEM 1A. RISK FACTORS   12
ITEM 1B. UNRESOLVED STAFF COMMENTS   20
ITEM 2. PROPERTIES   20
ITEM 3. LEGAL PROCEEDINGS   20
ITEM 4. [RESERVED AND REMOVED]   20
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES   21
ITEM 6. SELECTED FINANCIAL DATA   22
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   32
ITEM 9A CONTROLS AND PROCEDURES.   32
ITEM 9B. OTHER INFORMATION   32
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   33
ITEM 11. EXECUTIVE COMPENSATION   35
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   36
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE   37
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES   38
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   39
SIGNATURES     40

 

 

 

 

Forward-Looking Statement

 

In addition to historical information, this Annual Report on Form 10-K (“Annual Report”) for Remedent, Inc. (“Remedent” the “Company,” “we,” “our” or “us”) contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 listed in the section of this Annual Report entitled “Risk Factors” and from time to time in our Securities and Exchange Commission filings under “risk factors” and elsewhere.

 

Each forward-looking statement should be read in context with, and with an understanding of, the various disclosures concerning our business made elsewhere in this Annual Report, as well as other public reports filed by us with the United States Securities and Exchange Commission. Readers should not place undue reliance on any forward-looking statement as a prediction of actual results of developments. Except as required by applicable law or regulation, we undertake no obligation to update or revise any forward-looking statement contained in this Annual Report.

 

 

 

 

PART I

 

ITEM 1 — BUSINESS

 

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, Middle East and the United States.

 

In 2006 we developed a revolutionary system for manufacturing and installing dental veneers which we branded as GlamSmile ® veneers revolutionize the traditional one-at-a-time method of applying porcelain dental veneers.  GlamSmile veneers are attached to the front of the patient’s teeth using a patent pending single motion placement tray which replaces the traditional one at a time trial and error method of applying porcelain veneers, making the application less traumatic for the patient, much easier for the dentist and perhaps most important, far less costly than traditional dental veneers. Currently, the GlamSmile veneers are our primary products in the professional oral care and cosmetic dentistry product.  Our products are sold to professionals by distributors and sold directly to consumers by our GlamSmile Studios.

 

Since January 2017, we have launched the ‘Condor” 3D Scanner for which we have the non-exclusive distribution rights for North America and Canada. “Condor” represents the next generation of intra-oral scanners at affordable prices for impressions and diagnostics. Rather than a laser, this new device uses stereoscopic visible light to create its 3D scan, making the entire system less costly, more power efficient, smaller, lighter and inherently safer than laser-based systems. Due to the open source system software, images and resulting crowns can be processed by any qualified lab, furthering flexibility for the dentist and lowering lab costs through the market.

 

Effective March 29, 2019, we acquired 26.09% of the issued and outstanding shares of Metrics in Balance N.V., post merge and integration of SmileWise Corporate B.V.B.A. into Metrics in Balance N.V. This integration made perfect sense, as SmileWise needed a new ‘practice-building’ clinical concept and Metrics in Balance needed a team to fill the clinics with patients. Metrics in Balance is a clinical concept that allows healthcare & dental professionals to diagnose the relationship between malocclusion and posture problems. SmileWise B.V.B.A. is a dental marketing agency and software developer catering to dentists, in particular, it offers services to dentist practices to boost their revenue by attracting new patients. It does so by offering a suite of software products and delivering consulting services such as dental marketing.

 

Corporate History

 

We were originally incorporated under the laws of Arizona in September 1996 under the name Remedent USA, Inc.  In October 1998, we were acquired by Resort World Enterprises, Inc., a Nevada corporation in a share exchange, and we immediately changed our name to Remedent USA, Inc. and later to Remedent, Inc.

 

In the latter part of 2008, we separated our OTC business from our professional business, in order to focus on the development, marketing and distribution of our products for the professional dental market.  In December 2008, we completed a restructuring in the form of a management-led buyout of 50% of our OTC retail business (“2008 Restructuring”).  The buyout was led by Mr. Robin List, our former director and Chief Executive Officer, with financing provided by a non-affiliated foreign investment fund.  We effected our OTC restructuring through a series of transactions involving subsidiary formations, contributions of subsidiary(ies) interests and sales of stock interests through subsidiary transactions.  As a result of the series of transactions Remedent Inc. retained 50% of  Remedent OTC BV, a Dutch company (“Remedent OTC”) with Mr. List owning the other 50%. Remedent OTC owned and held a 75% ownership interest in Sylphar Holding BV, a Dutch holding company which owned and held the OTC operating subsidiaries  (“Sylphar Holding”), together with Concordia Fund B.V. who owned 25% of Sylphar Holding.  As a result of Remedent, Inc.’s ownership interest in Remedent OTC, Remedent, Inc. held an ownership interest equal to 37.5% interest in Sylphar Holding.   As a result, all of the OTC business previously directly operated by us was operated and held by Sylphar Holding. In addition, following the restructuring we have focused our business primarily on the marketing and distribution of our GlamSmile Veneers. Effective July 13, 2012 and as amended February 7, 2013 the Company sold 100% of its interest in Remedent OTC BV.

 

In January, 2010 we formed a joint venture with Gallant Network Limited (“Gallant”) to formalize our GlamSmile operations in China.   In order to sell our products into the Chinese market, an approval by Chinese authorities is required, in the form of licenses. Since GlamSmile Asia Ltd., a private Hong Kong company (“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 a 50.98% interest in exchange for (i) 325,000 Euro (US $466,725), of which 50,000 Euro was payable as of March 31, 2010, (ii) 250,000 shares of common stock was originally agreed to be issued during the fiscal year ended March 31, 2011 and then subsequently amended to be issued during fiscal year ended March 31, 2016  and (iii) option grants of up to 300,000 shares of our common stock, of which 200,000 shares were granted as of March 31, 2011.

 

1

 

 

On January 28, 2012, we 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 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.

 

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. In addition, at the closing, the Investors have a right to appoint one director of Glamsmile Dental, and as such it is contemplated that after the closing the Board of Directors of Glamsmile Dental will consist of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.

 

Under the terms of the Share Purchase Agreement, we agreed 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, we also entered 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, we entered into a Distribution, License and Manufacturing Agreement with Glamsmile Dental pursuant to which we 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 off set to payment of certain invoices of Glamsmile (Asia) Limited).

 

On January 30, 2014, we sold a total of 2,500,000 ordinary shares of our investment in Glamsmile Dental Technology Ltd. for an aggregate consideration of $3,000,000 to Glamsmile Dental Technology Ltd. As a result of the sales of Shares, the equity ownership of Glamsmile Dental, on an as converted basis, was before the sale of shares as follows: 31.4% by the Investors, 39.2 % by Gallant, and 29.4% by the Company, and after the sale as follows: 34.9% by the Investors, 43.6% by Gallant, and 21.5% 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.

 

On January 16, 2014, the Company invested in the start-up capital of Biotech Dental Benelux N.V., a Belgium corporation in exchange for 50% of its Shares. Biotech Dental Benelux has been founded to market and sell dental implants for the Territory of Belgium, The Netherlands and Luxemburg which allows the company to enlarge its product range.

 

On January 1, 2017, the Company invested in the start-up of Newco Condor North America, LLC, a Nevada corporation. Condor North America, LLC. was founded to market, distribute and sell the Condor intra-oral 3D scanner for the Territory of North America and Canada.

 

On March 29, 2019, the Company acquired 26.09% of the issued and outstanding shares of Metrics in Balance N.V., a Belgium corporation. Metrics in Balance N.V. was founded to allow healthcare and dental professionals to determine the relationship between malocclusion and posture problems thereby enabling therapy to improve quality of life in cooperation with the SmileWise concept which is intended to support and increase organic growth of existing dental practices.

 

We have the following wholly owned subsidiaries: (1) Remedent N.V., a Belgium corporation; (2) Remedent Professional Holdings, Inc., a California corporation; (3) Remedent Professional, Inc., a California corporation (a subsidiary of Remedent Professional Holdings, Inc. (both inactive), (4) Glamtech-USA, Inc., a Delaware corporation and (5) Condor North America LLC., a Nevada corporation.  In addition, Remedent N.V., our wholly-owned subsidiary, has (A) a 51% ownership interest in GlamSmile Deutschland GmbH, a German private company (inactive), (B) a 80% ownership interest in GlamSmile Rome SRL (an Italian private Company) (inactive), a 50% ownership interest in Biotech Dental Benelux N.V. (a Belgium private Company), a 3.03% ownership interest in Condor Technologies N.V. (a Belgium Corporation) and a 26.09% ownership interest in Metrics in Balance N.V. ( a Belgium corporation). In addition, Remedent, N.V. owns a 21.51% ownership interest in Glamsmile Dental Technology Ltd., a Cayman Islands company (“Glamsmile Dental”) whose subsidiaries include: Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong and a 100% owned subsidiary of Glamsmile Dental, 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% Shanghai Glamsmile Dental Clinic Co., Ltd., its 100% Guangzhou Dental Clinic Co., Ltd., its 100% Wuhan Dental Clinic Co., Ltd. and its 50 % owned Whenzhou GlamSmile Dental Clinic Ltd.

 

2

 

 

Past Product Development

 

We have been a manufacturer and distributor of cosmetic dentistry products, including a full line of professional dental and retail OTC tooth whitening products which are distributed in Europe, Asia, Middle East and the United States.  We have distributed our products using both our own internal sales force and through the use of third party distributors.  Prior to our 2008 restructuring, our products were generally classified into the following categories: professional dental products and OTC tooth whitening products. Our OTC division included products targeted for retail such as iWhite, Cleverwhite and Remesense. However as a result of the 2008 Restructuring and sale, all of our prior OTC operations, including the marketing and distribution of the OTC products are being conducted by Sylphar Holding and its wholly owned subsidiaries.  We developed the following products for our professional dental segment:

 

·Remewhite in Office Whitening System . One of our first dental products that we developed for the professional dental community was the RemeCure™ plasma curing light (described below).  Leveraging on our early success with the RemeCure light, we introduced the RemeWhite™ In Office Whitening System.  Based upon the initial RemeCure light, a new light, called the RemeCure CL-15, was developed featuring new enhancements to the hardware and software enabling this light to be fully automated thereby eliminating the need for the dentist to hold the light during whitening treatments.  In addition, a proprietary gel was formulated to be used with the system as well as a time saving method to apply the gel.

 

·Remewhite Home Maintenance Kit .  In 2004, the RemeWhite Home Maintenance Kit was introduced and sold by dentists to their patients, featuring 16 pre-filled trays with a level of whitening agent safe for home use yet stronger than most OTC products.

 

·Metatray .  In August 2005, we introduced MetaTray®, our next generation of products targeted for the professional dentist market.  The MetaTray kit consists of a proprietary, reusable mouthpiece that has embedded in the mouthpiece both a heating element and an electroluminescent mesh that are powered by a rechargeable 9 volt power source providing heat and light similar to that which is delivered to the teeth by conventional dental lights. The system also introduced a proprietary foam strip that is unique in the manner in which it releases peroxide to the tooth surface without dripping or running.

 

·RemeCure. The RemeCure plasma curing light uses plasma arc technology instead of LED and laser technology which provides high-energy power over the complete spectrum.

 

·FirstFit.   We developed the FirstFit™ System, a proprietary, patent-pending system for the creation and placement of dental bridges and crowns.   Effective as of  March 29, 2010 the intellectual property used and related to FirstFit product was sold to Den-Mat Holdings LLC (“Den-Mat”).

 

Current Business Strategy

 

Our current business strategy is to focus our resources on vertically integrating our development, manufacturing and marketing resources on selling our GlamSmile veneers directly to consumers by using all forms of direct response media including the internet, print, radio, television and social network media, to expand our presence in Asia, with a primary focus on China, and Europe, as well as to establish a direct to consumer presence in United States.

 

Current Products

 

We currently have four primary products: ‘River 8’, a ‘prefab’ veneer; our custom-made GlamSmile Veneers, the SmileMe mirror and the ‘Condor’ intra-oral 3D scanner.

 

River8

 

For an instant smile make-over in just one visit, in 2012 we developed an impressive spectrum of prefabricated, ready-to-use veneers branded as River8.

 

River8 veneers come in 33 stylish Smile Boxes, each containing a set of 8 veneers to cover the smile zone of an upper or lower arch. With three different shapes, sizes and shades for the upper arch and one shape, two sizes and three shades for the lower arch, River8 has the largest instant veneer assortment worldwide.

 

3

 

 

With this full range of 264 veneer options to perfectly match the patient's expectations in just one visit, the dentist has an optimal selection at hand of the most attractive natural teeth based on extensive research. This enormous diversity enables the dentist to find the right combination of teeth for virtually every patient with whom only minor reshaping is required.

 

Fitting the River8 veneers is fast and easy. There’s no need for ‘free hand technique’ as with direct composite bonding; impressions and therefore lab intervention and communication are eliminated. Compared to the customized GlamSmile veneers, the ready-to-use River8 veneers are equally strong, ultrathin, CAD/CAM designed and also fabricated from the same IPS E-max material from Ivoclar to ensure consistent high quality.

 

 GlamSmile Veneers

 

In connection with the 2008 Restructuring, we shifted our focus to professional products targeted for the professional sector. Our key product in the professional oral care and cosmetic dentistry product is the GlamSmile veneer.

 

In 2006 we developed a revolutionary system for manufacturing and installing dental veneers which we branded as GlamSmile. GlamSmile veneers revolutionize the traditional one-at-a-time method of applying porcelain dental veneers.  GlamSmile veneers are attached to the front of the patient’s teeth using a patent pending single motion placement tray which replaces the traditional one at a time trial and error method of applying porcelain veneers, making the application less traumatic for the patient, much easier for the dentist and perhaps most important, far less costly than traditional dental veneers. The entire process is painless and takes only about an hour of the patient’s and the dentist’s time. GlamSmile veneers are so thin that the dentist does not need to remove healthy tooth structure which results in a process that is reversible. In the fall of 2006, we opened our initial GlamSmile Lab in Ghent.

 

Our GlamSmile involves a proprietary veneer fabrication technique and a patented single-motion veneer placement tray which are both guided by a proprietary computer imaging, design and digital preview system. The unique tray delivery system lets dentists expertly seat 10 ultra-thin, custom veneers in less than an hour while preserving tooth structure. All the features of GlamSmile, together with the CAD/CAM technology, digital preview for dentists to evaluate the design and a unique full arch tray delivery system used in conjunction with minimally or no preparation ultrathin veneers, have revolutionized the art of veneering.

 

Our GlamSmile veneers are ultra-thin claddings made from a mixture of a hybrid composite and porcelain materials which are attached to the front of the patient’s teeth.  GlamSmile veneers are ultra-thin and can best be compared to contact lenses in terms of thickness. Because GlamSmile veneers are so thin, the dentist does not need to remove healthy tooth structure. Leaving the patient’s healthy tooth structure intact results in several important benefits:

 

no local anesthesia is required to prepare the teeth;

 

reduced (if any) tooth sensitivity post-procedure; and

 

the process is reversible.

 

Our veneers are custom-made for each individual’s personal features, taking into account numerous factors including the shape of a person’s face, the shape of their lips and more. At the initial doctor visit, an impression is made of the patient’s teeth.  During the second visit, the hybrid composite veneers, which are computer generated as a single unit, are then ready to be installed.  The single-unit feature enables dentists with minimal training to apply up to ten teeth in one 30 – 45 minute visit.  This minimizes the risk of failure and allows more dentists to offer GlamSmile veneers as part of their dental practice. With traditional bonding, a dentist adheres a composite material directly on the tooth which lasts about 3 to 6 years and tends to discolor. Porcelain veneers, though a more lasting solution (ten years or more), require a significantly more invasive procedure to install, which is irreversible, requires a very high level of training and skill from the dentist and can cost from $700 to $2,000 per tooth.

 

SmileMe Mirror

 

The SmileMe Mirror is an integrated comprehensive marketing concept for the dental practice as if it were a plug-and-play tool. In fact, the Mirror enables the dentist to offer his patients a complete Smile Consultation in under 10 minutes. The SmileMe Mirror has a range of apps to assist the dentist with every step of Smile Consultancy: use SmileSketch to visualize the potential of smile makeover, discover what the patient actually desires with Smile Analysis, or explain the benefits of certain treatments with our various Treatment Pages.

 

4

 

 

Dental animations are not new, but we understood how to visualize dentistry in a way that makes patients feel comfortable. What on first glance might look like 13 simple questions is in fact a carefully crafted Smile Analysis. This list has been fine- tuned over the years by dental marketing experts and was specifically designed to make patients express their feelings and desires regarding their smiles. It’s the quickest way to understand what the patient actually expects from the dentist.

 

Perhaps the most distinct functionality of the SmileMe Mirror is SmileSketch, a quick and easy simulation software. By using the latest wireless and touch-screen technologies, the dentist needs no more than 30 seconds to make an attractive sketch of what the patient could look like. Very much like an artist’s initial sketch.

 

Condor Intra-oral scanner

 

Condor is not a “me too” version of what the current market is offering, but represents the next generation of intra-oral scanners. It is a significant advance in technology and cost efficiency that broadens the market substantially by offering this technology to dentists who were heretofore priced out of this market. Rather than a laser, this new device uses stereoscopic visible light to create its 3D scan, making the entire system less costly, more power efficient, smaller, lighter and inherently safer than laser-based systems. What’s more, because the system is open source, images and resulting crowns can be processed by any qualified lab, furthering flexibility for the dentist and lowering lab costs through the market.

 

A digital workflow is a seamless, more efficient, less labor-intensive manufacturing process for both dentists and labs. Restorations become more consistent, with improved quality. In addition, digital impressions also eliminate some chemical based processes. Traditional impressions are a chemical based procedure. When impressions set, there is an expansion of the material. The chemical based process of pouring a stone model also contains inaccuracies as the stone has a measurable setting expansion.

 

Marketing and Distribution

 

We market our products to the dental professional using our business to business strategies (“B2B”), and we also market our products directly to the consumers in Asia, Europe, the Middle East, Canada and the United States of America using our direct to consumer model (“B2C”).  Our products are sold to dental professionals in over 30 countries through distributors.  We currently sell our products in Asia, Europe, the Middle East, Canada and the United States of America directly to consumers using our direct to consumer model, which includes our GlamSmile Smile Design-Virtual Studio and GlamSmile Studios.

 

B2C Market and Distribution

 

In 2008 we opened, through a third party, our first GlamSmile center in Beijing China, marketing GlamSmile directly to consumers.  In 2009 we began direct to consumer tests in Belgium using internet advertising to acquire potential leads and our own dedicated “Smile Consultants” to manage the sales process from lead acquisition through final sale with successful results. Our direct to consumer model, has been developed around a one to one relationship with our Smile Consultants. This process also results in the dentists being relieved of the sales responsibilities allowing them to better focus on patient satisfaction. In both China and Belgium, with the aid of our own “Smile Consultant” working directly with the customer throughout the entire sales process, we have seen positive results in our partner retail centers.

 

Our Smile Consultancy Program is predominantly marketed on the internet through our website, GlamSmile Smile Design.  We focus on intensive campaign and advertisement aimed to generate large traffic to our website that promotes GlamSmile Whitening, Veneers and Free Smile Advice. Visitors can apply for a free personalized Smile Consultation by a Smile Consultant. The latter guides the consumer to the right GlamSmile Studio or with one of our GlamSmile partner dentists and to the solution that best meets his or her Smile expectations.  The Smile Consultancy Program requires us to develop close partnerships with dedicated GlamSmile dentists and the establishment of GlamSmile Studios. The GlamSmile Studio is a concept studio with a focus on aesthetic and cosmetic dentistry. Unlike a traditional dentist office, our GlamSmile Studios are designed and managed as a dental spa.

 

We have begun to market our products through our Smile Consultancy Concept and through the establishment of our GlamSmile Studios in Asia, with a primary focus on China, and Europe.   We currently have an ownership interest in the following Glamsmile Studios:

 

5

 

 

·Beijing Glamsmile Studio . Through Glamsmile Asia and its subsidiaries we opened a GlamSmile clinic in Beijing, China, during the third calendar quarter of 2009.  The Beijing GlamSmile clinic was the first dental spa to offer pain free cosmetic dentistry in Beijing.

 

·Hong Kong Dental Spa .  In April 2010, through GlamSmile Asia Ltd. we expanded our business to consumer model in the Asian market by opening a dental spa  in Hong Kong.

 

·Shanghai Studio .  In February 2011, we opened the Shanghai Studio through  GlamSmile Asia.

 

·Wenzhou Studio .  In February 2012, we opened the Wenzhou Studio through GlamSmile Asia.

 

·Guangzhou Studio . In October 2013; we opened the Guangzhou Studio throught GlamSmile Asia; the third largest city in Mainland China, with a population of 13 million.

 

·Wuhan Studio . In August 2014, we opened the Wuhan Studio through GlamSmile Asia.

 

In connection with the contemplated transactions in the Share Purchase Agreement on January 20, 2012, we entered into a Distribution, License and Manufacturing Agreement with Glamsmile Dental pursuant to which we 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 off set to payment of certain invoices of Glamsmile (Asia) Limited).

 

In February 2013, Remedent signed an exclusive agreement with France’s Biotech Medical Aesthetic SAS for distributing its River8 veneers worldwide. Biotech International is active in over 40 countries as a market leader in dental and orthopedic surgery implants.

 

Cosmetic Dentistry Industry

 

The cosmetic dental industry has expanded into a multi-billion industry as a result of increased awareness of the importance of oral health, high aesthetics, improved dental treatments, and reduced patient discomfort.  An increasingly aging population and rising disposable income have also positively impacted the growth of cosmetic dentistry. Demand for dental products and services are forecasted to remain healthy due to growing incidences of cosmetic treatments and dental implants.  According to a  report published by Koncepts Analytics, the dental industry worldwide was estimated at about $18.8 billion in 2008, dominated by the US, Europe and Japan, which collectively accounted for more than 84% of the global revenue in 2007. The United States Dental Market was nearly $7.6 billion in 2007, projected to grow to almost $8 billion in 2008 and nearly $10 billion by 2013, representing a compound annual growth rate of 4.7%. In 2012 a new estimation was brought forward in a study announcing that the growth rate would rise to a yearly 6.8%, representing a market at the end of 2014 of nearly $20 billion. The American Academy of Cosmetic Dentistry estimates that Americans spend about $2.75 billion each year on cosmetic dentistry. The growth of this market is expected to be highest in the United States and EU where the generation of aging baby boomers can afford these quality but expensive dental procedures. Also expected to be a catalyst for the growth and popularity of cosmetic treatments and implants is the younger generation. Further, emerging technologies will reduce the overall turnaround time for dental procedures while improving efficiency of the dental practitioners. For example, introduction of CAD/CAM has reduced designing time and 3D imaging techniques have improved patient diagnosis and procedure planning. Changing consumer needs and a shift towards cosmetic dentistry will drive the market for high end dental solutions.

 

In China and other parts of Asia there has been a rapid growth in living standards. China’s young, emerging middle class is beginning to equate accumulation of possessions and leisure opportunities with quality of life. An estimated 415,000 Chinese had more than $1 million in disposable assets in 2007, more than any other country, according to the Merrill-Lynch Asia-Pacific Wealth Report. Up to 170 million people, or 13% of the population, can afford luxury brands and the number will increase in the years to come. These regions have a huge potential for growth in cosmetic dentistry due to low market penetration. Consequently, these countries are exhibiting high demand for modern and sophisticated technology and equipment in the dental market.

 

6

 

 

Overall demand for dental products in China is expected to climb to 11% annually through 2012. In a report published by Millennium Research Group with regard to Chinese markets for Dental Implants, a similar target market as that for our GlamSmile products, finds that this emerging market is growing quickly at a compound annual growth rate of more than 35%. A strong driver of this growth is the deregulation of dental services in China. Dental services in China are generally provided in government-managed facilities; however, ongoing deregulation of dental services is resulting in the emergence of an increased number of private dental practices and increasing accessibility to dental services. Another major driver in the Chinese market is the frequency of teeth stained by Tetracycline. For decades, Tetracycline was one of the most prescribed antibiotics in China causing many individuals to suffer from stained teeth. Excessive use of fluoride in drinking water causes a similar problem. When tetracycline exposure occurs while teeth are forming, it creates a permanent gray or brown stain, causing either uniform discoloration of the entire tooth or forming horizontal bands of stain of varying intensity that can range from mild to very dark. Veneers are the treatment of choice for this condition. In 2008, the Asia-Pacific market for dental prosthetics (crowns, bridges and dentures) was valued at over $6 billion. The Asia-Pacific market includes Australia, Japan and South Korea. The aging population and greater demand for aesthetic dentistry are driving forces in the prosthetics market.

 

We believe that our GlamSmile products which are affordable in comparison to traditional veneers, pain free, easy to apply, and provide instant results make us uniquely positioned to capitalize on the market trends in Asia, Europe, Middle East and the United States.

 

Growth Strategy

 

Today, our strategic plan is to focus our vertically integrated development, manufacturing and marketing resources on selling our GlamSmile veneers direct to consumers by using all forms of direct response media including the internet, print, radio, television and social network media, to expand our presence in China and Europe.  In our marketing efforts we intend to emphasize the ease, convenience, affordability and dramatic, instant results as demonstrated by before and after photos that are attained as a result of GlamSmile veneers. We will also feature our “Until You Smile” satisfaction guarantee. Using the success formula we experienced in China and Belgium using a "Smile Consultant" to help maintain control of the sales process and close the sale, our distribution will be through both owned and operated Glamsmile Studios as well as affiliations with existing dental practices and partner retail centers in Asia, Middle East and Europe.

 

Our current strategic marketing and distribution plan includes a combination of owned and licensed GlamSmile centers depending upon the size and location of the market, with us managing the marketing efforts, patient communications and sales process. We established two geographic divisions, Asia and Europe, each of which will promote GlamSmile veneer treatments in their respective territories. We plan to establish three types of GlamSmile Centers depending upon market factors and government regulation.

 

·Owned Centers . These are centers in which the Company will own, control and/or manage all aspects of the operation including the facilities, equipment, personnel, marketing, insurance risk and other operating costs and will either employ or contract with dentists to perform the necessary dental services. In China, we will continue to principally rely on our owned and operated dental GlamSmile clinics or centers.

 

·Licensed Centers .   In many markets we will seek to identify and recruit cosmetic dentists that have existing practices and who endorse the GlamSmile veneer products. In these markets, we will contract with dental practices and the Company will recognize revenue through the sale of veneer trays plus marketing and other service fees to be charged to the dentist for services performed by the Company.

 

·Distributors . In markets where we lack the expertise with respect to managing marketing and where local regulation  and/or custom may make it impractical to deploy an owned or licensed center approach we will look to appoint distributors who will be granted exclusive rights to market and distribute our GlamSmile products  directly to consumers subject to minimum performance criteria and/or initial territory fees. In this model the distributor will be expected to invest in all marketing and sales conversion costs in their market. Our   revenues will be derived principally from sales of our GlamSmile veneer products to the distributor.

 

In order to support and facilitate our growth strategy, it is our intention to restructure our subsidiary companies to better manage our GlamSmile related operations. In conjunction with this restructuring, we intend to have the intellectual property and other assets related to GlamSmile contributed to a new entity to be formed to be called GlamSmile Worldwide. New entities would also be created called GlamSmile Asia and GlamSmile Europe, each with licensed rights to use and exploit the GlamSmile technology in their respective territories.

 

7

 

 

B2B Market and Distribution

 

Starting in Belgium and the Netherlands, our products have been introduced utilizing our Distributor Assisted Marketing programs.  We implement our program by first identifying an established dealer in each market with a well-developed sales force familiar with sales of capital equipment to the professional dentist community.  Second, we develop aggressive lead generation programs and other marketing techniques which served as a blue print for the dealers to implement.  The combination of a well-trained dealer force and dealer-assisted marketing and lead generation programs has proven to be far more effective than utilizing a direct sales approach, which is much slower and more costly to establish.  This process has been repeated for both the professional dentist and retail, over-the-counter markets in each country.  As a result of this approach, we have been able to establish dealers in over 30 countries encompassing, Europe, Asia, Latin America, the Pacific Rim, the Middle East and the United States of America.

 

We previously sold our GlamSmile product in the United States and throughout the world with the exception of certain excluded territories and certain B2C markets pursuant to a distribution agreement. However, on March 27, 2012, the distribution agreements with Den-Mat were terminated pursuant to a certain Termination and Distribution Agreement with Den-Mat (“Den-Mat Distribution Agreement”). Pursuant to the Den-Mat Distribution Agreement, we granted Den-Mat a non-exclusive, irrevocable, perpetual, royalty free, license to use within certain territory, which among other territories excludes China, Macau, Hong Kong, and Taiwan, the intellectual property that was the subject of the license to Den-Mat under the Amended and Restated Distribution, License and Manufacturing Agreement dated June 3, 2009, as amended from time to time (“Prior Agreements”), as such intellectual property relates the products which was the subject of the Prior Agreements. In connection with the termination of the Prior Agreements, under the Den-Mat Distribution Agreement, Den-Mat paid us $200,000. We currently sell our products in Asia, Europe and the Middle East directly to consumers using our direct to consumer model, which includes our GlamSmile Smile Design-Virtual Studio, and GlamSmile Studios.

 

 In September 2010, we entered into a license agreement with Excelsior Medical (“EM”) (the “EM license agreement”). Under the EM license agreement, we granted EM an exclusive license to certain Asian territories in exchange for $500,000 which was received during the year ended March 31, 2011. The Company received a further $500,000 from EM as an advance payment for veneers.  The $500,000 advance, less taxes withheld, was recorded as deferred revenue of $475,250 as of March 31, 2011.  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. during 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.

 

Locations

 

The Company leases an office facility of 5,187 square feet in Gent, Belgium from an unrelated party pursuant to a lease expiring December 31, 2020 at a base rent of €6,353 per month for the total location ($7,139 per month at March 31, 2019).

 

Secondly, the Company leases an office facility of 635 square feet in Brussels, Belgium from an unrelated party pursuant to a lease expiring June 30, 2018 at a base rent of €969 per month for the total location ($1,089 per month at March 31, 2019).

 

Manufacturing

 

Prior to 2003, all of the manufacturing related to our dental products was conducted through third party manufacturers under our supervision thereby minimizing demands on capital resources.  Beginning in 2003, parts of the manufacturing and the majority of the final assembly of our products were brought in-house, thereby improving control over quality while significantly reducing costs.  These efforts were expanded significantly during the fiscal year ended March 31, 2006, in particular with regard to the expansion of in-house manufacturing capabilities for our gel products and foam strips. The Company manufactures products through outsourced manufacturing in China, Ghent, Belgium, and France.  

 

8

 

 

Research and Development

 

Our research and development expenses decreased $1,740 to $120 for the year ended March 31, 2019 as compared to $1,860 for the year ended March 31, 2018, a decrease of 93.5%.  Research and development expenses have decreased primarily because of the finalization of our software program the ‘SmileMe Mirror’.

 

Intellectual Property

 

We have secured the domain name www.glamsmile.com as well as other related internet domains in our targeted markets. We are continuing our ongoing research and development efforts to improve and expand our current technology and to develop new dental products.   We intend to apply for patents when we believe it is in our interest to do so and as advised by patent counsel.  We rely and will continue to rely on trade secrets, know-how and other unpatented proprietary information in our business.  Certain of our key employees and consultants are required to enter into confidentiality and/or non-competition agreements to protect our confidential information.

 

Major Customers

 

At March 31, 2019 five customers accounted for a total of 23.59% of the Company’s trade accounts receivable and one of those customers accounted for 6.93% of total accounts receivable.   At March 31, 2018 five customers accounted for a total of 78.12% of the Company’s trade accounts receivable and one of those customers accounted for 60.77% of total accounts receivable. The Company performs ongoing credit evaluations of its customers and normally does not require collateral to support accounts receivable.

 

Competition

 

GlamSmile .  Our competition consists of alternative procedures that can be performed to achieve in part the results that would be achieved through a GlamSmile procedure, as well as competition from dentists not within the GlamSmile network who provide veneer procedures. With regard to alternative procedures, options available to the consumer include various whitening procedures, dental implants, dental bonding and dental caps. With the exception of whitening procedures, which for the most part cannot address many of the dental issues solved by GlamSmile veneers, the remaining alternatives all involve more cost, more patient discomfort and more time to complete. There are many dental practitioners that perform traditional veneer procedures. In most cases, traditional veneers will also be significantly more costly then GlamSmile veneers and require the dentist to remove more of the existing tooth material as well as requiring multiple patient visits to complete. That said, there will be existing practitioners that believe they can attain more customized results with the individual veneer approach as opposed to the GlamSmile tray approach and may be reluctant to offer our less costly procedure. To the best of our knowledge, GlamSmile will be “first to market” with respect to a direct to consumer advertising and promotion campaign for veneers anywhere which should enable us to capture market share in what we believe will be a rapidly growing market. Further, we have filed for patents on our proprietary tray delivery systems and have developed years of knowhow relating to treating patients with the multiple veneer approach. However, new technologies continue to be developed and new processes could be designed that would not violate our patents and result in similar solutions that could compete with GlamSmile products. Because we are uniquely positioned to have the ability to control the entire process from manufacturing to marketing to distribution, we believe it is feasible for us to have complete control and flexibility to maximize margins and respond aggressively to any competitive situation.

 

Regulatory Issues

 

Medical Device

 

As we market dental products which are legally defined to be medical devices, we are considered to be a medical device manufacturer and as such we are subject to the regulations of, among other governmental entities, the United States Food and Drug Administration (the “FDA”) and the corresponding agencies of the states and foreign countries in which we sell our products.  These regulations govern the introduction of new medical devices, the observance of certain standards with respect to the manufacture and labeling of medical devices, the maintenance of certain records and the reporting of potential product problems and other matters.  A failure to comply with such regulations could have material adverse effects on our business.

 

9

 

 

The Federal Food, Drug and Cosmetic Act (“FDC Act”) regulates medical devices in the United States by classifying them into one of three classes based on the extent of regulation believed necessary to ensure safety and effectiveness.  Class I devices are those devices for which safety and effectiveness can reasonably be ensured through general controls, such as device listing, adequate labeling, pre-market notification and adherence to the Quality System Regulation (“QSR”) as well as medical device reporting, labeling and other regulatory requirements.  Some Class I medical devices are exempt from the requirement of pre-market approval or clearance.  Class II devices are those devices for which safety and effectiveness can reasonably be ensured through the use of special controls, such as performance standards, post-market surveillance and patient registries, as well as adherence to the general controls provisions applicable to Class I devices.  Class III devices are devices that generally must receive pre-market approval by the FDA pursuant to a pre-market approval application (“PMA”) to ensure their safety and effectiveness. Generally, Class III devices are limited to life sustaining, life supporting or implantable devices; however, this classification can also apply to novel technology or new intended uses or applications for existing devices.

 

Before most medical devices can be marketed in the United States, they are required by the FDA to secure either clearance of a pre-market notification pursuant to Section 510(k) of the FDC Act (a “510(k) Clearance”) or approval of a PMA.  Obtaining approval of a PMA can take several years.  In contrast, the process of obtaining 510(k) Clearance generally requires a submission of substantially less data and generally involves a shorter review period.  Most Class I and Class II devices enter the market via the 510(k) Clearance procedure, while new Class III devices ordinarily enter the market via the more rigorous PMA procedure.  In general, approval of a 510(k) Clearance may be obtained if a manufacturer or seller of medical devices can establish that a new device is “substantially equivalent” to a predicate device other than one that has an approved PMA.  The claim for substantial equivalence may have to be supported by various types of information, including clinical data, indicating that the device is as safe and effective for its intended use as its legally marketed equivalent device.  The 510(k) Clearance is required to be filed and cleared by the FDA prior to introducing a device into commercial distribution.  Market clearance for a 510(k) Notification submission may take 3 to 12 months or longer.  If the FDA finds that the device is not substantially equivalent to a predicate device, the device is deemed a Class III device, and a manufacturer or seller is required to file a PMA.  Approval of a PMA for a new medical device usually requires, among other things, extensive clinical data on the safety and effectiveness of the device.  PMA applications may take years to be approved after they are filed.  In addition to requiring clearance or approval for new medical devices, FDA rules also require a new 510(k) filing and review period prior to marketing a changed or modified version of an existing legally marketed device if such changes or modifications could significantly affect the safety or effectiveness of that device.  The FDA prohibits the advertisement or promotion of any approved or cleared device for uses other than those that are stated in the device’s approved or cleared application. We believe that the GlamSmile products will not require a 510(k) submission because the products fall within an exemption under the 510(k) regulation.

 

International sales of medical devices are also subject to the regulatory requirements of each country.  In Europe, the regulations of the European Union require that a device have a CE Mark, a mark that indicates conformance with European Union laws and regulations before it can be sold in that market.  In China, the State Food and Drug Administration (“SFDA”)  is the agency primarily responsible for regulating medical devices.  The regulatory international review process varies from country to country.  We rely upon our distributors and sales representatives in the foreign countries in which we market our products to ensure we comply with the regulatory laws of such countries; In China, we continue to rely on our distributors and strategic partners to ensure compliance with regulatory laws of China.

 

Fee Splitting and Arrangements with Health Professionals

 

Many states in the United States and countries worldwide have laws that prohibit business corporations like us from practicing medicine, employing dentists to practice medicine, exercising control over medical decisions by dentists, or engaging in certain arrangements, such as fee splitting, with dentists. In light of these restrictions, in certain markets where permissible we intend to operate by maintaining management contracts with dentist owned corporations or other business entities that employ or contract with dentists to provide the GlamSmile and other dental services. Under these arrangements we will perform under contract only nonmedical administrative services, will not offer medical services and will not exercise influence or control over the practice of medicine by the dentists employed by such business entities. In markets where fee splitting with a business corporation is prohibited, the fees that will be received by us will have been established on a basis that we believe complies with the applicable laws. However, regulatory authorities or other parties may assert that, despite these arrangements, we are engaged in the corporate practice of medicine or that the contractual arrangements with the affiliated professional contractors constitute unlawful fee splitting, in which case we could be subject to civil or criminal penalties, the contracts could be found legally invalid and unenforceable (in whole or in part) or we could be required to restructure our contractual arrangements.

 

10

 

 

Dental Practice

 

Dental practices are subject to local and national regulations worldwide.  Although the laws and regulations for operating a dental practice and engaging in dental services vary from country to country, in general our dental studios require a health license and a business license.  In addition, the dentists providing services in the dental studios are also required to be licensed to practice.

 

While the Company believes it is in substantial compliance with the laws and regulations which regulate its business, and that it possesses all the licenses required in the conduct of its business, the failure to comply with any of those laws or regulations, or the imposition of new laws or regulations could negatively impact the Company’s business.

 

Costs and Effects of Compliance with Environmental Laws and Regulations

 

We are not in a business that involves the use of materials in a manufacturing stage where such materials are likely to result in the violation of any existing environmental rules and/or regulations.  Further, we do not own any real property that could lead to liability as a landowner.  Therefore, we do not anticipate that there will be any substantial costs associated with the compliance of environmental laws and regulations.

 

Employees

 

We currently retain 4 full-time employees in Belgium, 3 full-time employees and 1 consultant in the United States. Our subsidiary, Remedent, N.V., has an employment agreement with Mr. Philippe Van Acker our Chief Financial and Accounting Officer.  We have no employment agreements with our Chief Executive Officer, Mr. Guy De Vreese. 

 

Financial Information About Geographic Areas

 

Refer to Note 13, “Segment Reporting,” to our Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data” for financial information about our geographic areas.

 

Other Information

 

Our Internet address is www.remedent.com.   We make available free of charge on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Other than the information expressly set forth in this annual report, the information contained, or referred to, on our website is not part of this annual report.

 

The public may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC.

 

11

 

 

ITEM 1A — RISK FACTORS

 

RISK FACTORS

 

Investment in our common stock involves risk.  You should carefully consider the risks we describe below before deciding to invest.  The market price of our common stock could decline due to any of these risks, in which case you could lose all or part of your investment.  In assessing these risks, you should also refer to the other information included in this Annual Report, including our consolidated financial statements and the accompanying notes.  You should pay particular attention to the fact that we are a holding company with substantial operations in Belgium and China and are subject to legal and regulatory environments that in many respects differ from that of the United States.  Our business, financial condition or results of operations could be affected materially and adversely by any of the risks discussed below and any others not foreseen.  This discussion contains forward-looking statements.

 

Risks Relating To Our Business

 

We have a history of losses and we could suffer losses in the future.

 

Although we have earned a profit of $2,119,123 on revenue of $1,603,741 in fiscal 2019, $844,370 on revenue of $2,355,706 in fiscal 2017, a profit of $160,802 on revenue of $2,770,092 in fiscal 2016; a profit of $105,159 on revenue of $3,616,355 in fiscal 2015; a profit of $16,149,on revenue of $5,234,855 for the fiscal year ended March 31, 2004; a profit of $490,483 on revenue of $9,687,292 for the fiscal year ended March 31, 2012 , and a profit of $524,508 on revenue of $2,592,596 for the fiscal year ended March 31, 2014, we have a history of incurring substantial losses. Our losses $43,469 on revenue of $2,699,855 for the fiscal year ended March 31, 2018, $981,936 on revenue of $2,937,276 for the fiscal year ended March 31, 2013; $1,547,175 on revenue of $12,581,708 for the fiscal year ended March 31, 2011 and $2,349,915 on revenue of $8,247,960 for the fiscal year ended March 31, 2010. We expect to continue to incur increasing cost of revenues, sales and marketing and general and administrative expenses in connection with our business strategy.  However, despite our efforts, there is no assurance that we will be able to achieve or sustain profitability. 

 

We depend on strategic relationships with third parties for sales and marketing performance and revenues in the People’s Republic of China and certain territories in North America, and failure to maintain these relationships, poor performance by these companies or disputes with these companies could negatively impact our business.

 

We rely on significant strategic relationships with third parties, for our sales and marketing performance in certain territories. These include collaborations with strategic partners in China for our dental studios.  Reliance on collaborative relationships poses a number of risks, including the risk that:

 

We are unable to control the resources our corporate partners devote to our programs or products;

 

disagreements with our corporate partners could cause delays in, or termination of, the research, development or commercialization of product candidates or result in litigation or arbitration;

 

contracts with our corporate partners may fail to provide significant protection or may fail to be effectively enforced if one of these partners fails to perform;

 

our corporate partners with marketing rights may choose to pursue competing technologies or to devote fewer resources to the marketing of our products; and

 

our distributors and our corporate partners may be unable to pay us, particularly in light of current economic conditions.

 

Given these risks, there is a great deal of uncertainty regarding the success of our current and future collaborative efforts. If these efforts fail, our product development or commercialization of new products could be delayed or revenues from products will most likely decline.

 

12

 

 

We may not have access to capital in the future as a result of disruptions in capital and credit markets.

 

We may not be able to access our funds in the future.  Moreover, longer term volatility and continued disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failures of significant financial institutions could affect adversely our access to the liquidity needed for our business in the longer term. Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. The disruptions in the capital and credit markets have also resulted in higher interest rates on publicly issued debt securities and increased costs under credit facilities. The continuation of these disruptions would increase our interest expense and capital costs and could affect adversely our results of operations and financial position including our ability to grow our business through acquisitions.

 

We have obtained loans from third parties and anticipate that we will need additional capital during the next twelve months.  In addition, if we are unable to secure additional financing to meet our future capital this will have adverse effects on our financial condition.

 

Effective 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. During 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.

 

In addition, we anticipate needing significant capital to introduce new products, further develop our existing products, increase awareness of our brand names and expand our operating and management infrastructure as we grow sales in Europe, Asia and South America and launch sales and distribution activities in the United States.  We may use capital more rapidly than currently anticipated and incur higher operating expenses and generate lower revenue than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs.  We may need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could affect adversely our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure additional debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.  If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders.  If we raise additional funds by issuing debt, we may be subject to debt covenants, such as the debt covenants under our secured credit facility, which could place limitations on our operations including our ability to declare and pay dividends.  Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.

 

Our results of operations may be adversely impacted by currency fluctuations.

 

We currently have operations in Belgium and have product sales in Europe, North America, the Middle East and Asia.  A significant portion of our revenue is in currencies other than United States dollars, including Euros, Hong Kong dollar and the Chinese Renminbi (“RMB”).  Because our financial statements are reported in United States dollars, fluctuations in Euros, Hong Kong dollar and RMB against the United States dollar may cause us to recognize foreign currency transaction gains and losses, which may be material to our operations and impact our reported financial condition and results of operations.

 

13

 

 

Substantially all of our assets and our operations are located outside of the United States, a significant number of sales are generated outside of the United States subjecting us to risks associated with international operations.

 

Currently our operations are primarily in Europe and Asia and for the fiscal years ended March 31, 2019 and March 31, 2018 100.00% and 82.11% respectively of our sales were generated form customers outside of the United States. The international nature of our business subjects us to the laws and regulations of the jurisdictions in which we operate and sell our products.  In addition, we are subject to risks inherent in international business activities, including:

 

difficulties in collecting accounts receivable and longer collection periods,

 

Changes in overseas economic conditions,

 

fluctuations in currency exchange rates,

 

potentially weaker intellectual property protections,

 

changing and conflicting local laws and other regulatory requirements,

 

Political and economic instability,

 

war, acts of terrorism or other hostilities,

 

potentially adverse tax consequences,

 

difficulties in staffing and managing foreign operations, or

 

tariffs or other trade regulations and restrictions.

 

Our quarterly sales and operating results have fluctuated and may continue to fluctuate in future periods which may cause the price of our common stock to decline.

 

Our quarterly sales and operating results have fluctuated and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control.  Factors that might cause quarterly fluctuations in our sales and operating results include, but are not limited by the following:

 

Variation in demand for our products, including variation due to seasonality;

 

Our ability to research, develop, introduce, market and gain market acceptance of new products and product enhancements in a timely manner;

 

Our ability to control costs;

 

The size, timing, rescheduling or cancellation of orders from distributors;

 

The introduction of new products by competitors;

 

Long sales cycles and fluctuations in sales cycles;

 

The availability and reliability of components used to manufacture our products;

 

Changes in our pricing policies or those of our suppliers and competitors, as well as increased price competition in general;

 

The risks and uncertainties associated with our international business;

 

Costs associated with any future acquisitions of technologies and businesses;

 

Developments concerning the protection of our proprietary rights; and

 

General global economic, political, international conflict, and acts of terrorism.

 

14

 

 

We are economically sensitive to general economic conditions, including continued weakening of the economy, therefore the sale of our products could be adversely affected.

 

Our industry is sensitive to recessions in the general economy and future economic outlook. Our results may be dependent on a number of factors impacting consumer spending, including general economic and business conditions; and consumer confidence. The demand for our dental products may decline during recessionary periods and at other times when disposable income is lower. A downturn or an uncertain outlook in the economy may materially adversely affect our business.

 

An unsuccessful material strategic transaction or relationship could result in operating difficulties and other harmful consequences to our business.

 

We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions and relationships with third parties.  From time to time, we may engage in discussions regarding potential acquisitions or joint ventures. Any of these transactions could be material to our financial condition and results of operations, and the failure of any of these material relationships and transactions may have a negative financial impact on our business.

 

Our products may be subject to government regulation and failure to comply with applicable regulations could result in fines, suspensions, seizure actions, product recalls, injunctions and criminal prosecutions.

 

Before most medical devices can be marketed in the United States, they are required by the United States Food and Drug Administration (“FDA”) to secure either clearance of a pre-market notification pursuant to Section 510(k) of the Federal Food, Drug and Cosmetic Act (“FDC Act”) (a “510(k) Clearance”) or approval of a pre-market approval application (“PMA”).  Obtaining approval of a PMA application can take several years.  In contrast, the process of obtaining 510(k) Clearance generally requires a submission of substantially less data and generally involves a shorter review period.  As discussed more specifically under the subsection title “Regulatory Issue,” most Class I and Class II devices enter the market via the 510(k) Clearance procedure, while new Class III devices ordinarily enter the market via the more rigorous PMA procedure.  Approval of a PMA application for a new medical device usually requires, among other things, extensive clinical data on the safety and effectiveness of the device.  PMA applications may take years to be approved after they are filed.  In addition to requiring clearance or approval for new medical devices, FDA rules also require a new 510(k) filing and review period, prior to marketing a changed or modified version of an existing legally marketed device, if such changes or modifications could significantly affect the safety or effectiveness of that device.  The FDA prohibits the advertisement or promotion of any approved or cleared device for uses other than those that are stated in the device’s approved or cleared application.

 

We have received approval from the FDA to market our RemeCure dental curing lamp in the United States.  We submitted our application for approval on FDA Form 510(k) on October 30, 2002 and received FDA approval for this product on January 9, 2003.  None of our other products have FDA approval for marketing in the United States.  However, we believe that our products, including for example, GlamSmile, do not require a 510(k) submission because the products fall within an exemption under the 510(k) regulation.

 

International sales of medical devices are also subject to the regulatory requirements of each country. In Europe, the regulations of the European Union require that a device have a CE Mark, a mark that indicates conformance with European Union laws and regulations before it can be sold in that market. In China, the SFDA requires registration of medical devices. The regulatory international review process varies from country to country. We rely upon our distributors, sales representatives and strategic partners in the foreign countries in which we market our products to ensure we comply with the regulatory laws of such countries. Failure to comply with the laws of such country will have a material adverse effect on our operations and, at the very least, could prevent us from continuing to sell products in such countries.

 

We may not have effective internal controls if we fail to remedy any deficiencies we may identify in our system of internal controls.

 

In connection with Section 404 of the Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal control, remediate any weaknesses that may be identified, validate that controls are functioning as documented and implement a continuous reporting and improvement process for internal controls. We may discover deficiencies that require us to improve our procedures, processes and systems in order to ensure that our internal controls are adequate and effective and that we are in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we are unable to complete all of our testing and any remediation in time for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the SEC rules under it, we would be unable to conclude that our internal controls over financial reporting are designed and operating effectively, which could adversely affect our investor confidence in our internal controls over financial reporting.

 

15

 

 

The loss of or a substantial reduction in, or change in the size or timing of, orders from distributors could harm our business.

 

Our international sales are principally comprised of sales through independent distributors, although we sell products in certain European countries through direct sales representatives.  A significant amount of our sales may consist of sales through distributors.  The loss of a substantial number of our distributors or a substantial reduction in, cancellation of or change in the size or timing of orders from our current distributors could harm our business, financial condition and results of operations.  The loss of a key distributor would affect our operating results due to the potential length of time that might be required to locate and qualify a new distributor or to retain direct sales representatives for the territory.

 

We do not have long term commitments from our suppliers and manufacturers.

 

We may experience shortages of supplies and inventory because we do not have long-term agreements with our suppliers or manufacturers.  Our success is dependent on our ability to provide our customers with our products.  Although we manufacture most of our products, we are dependent on our suppliers for component parts which are necessary for our manufacturing operations.  In addition, certain of our present and future products and product components are (or will be) manufactured by third party manufacturers.  Since we have no long-term contracts or other contractual assurances with these manufacturers for continued supply, pricing or access to component parts, no assurance can be given that such manufacturers will continue to supply us with adequate quantities of products at acceptable levels of quality and price.  While we believe that we have good relationships with our suppliers and our manufacturers, if we are unable to extend or secure manufacturing services or to obtain component parts or finished products from one or more manufacturers on a timely basis and on acceptable terms, our results of operations could be adversely affected.

 

We face intense competition, and many of our competitors have substantially greater resources than we do.

 

We operate in a highly competitive environment. There are numerous well-established companies and smaller entrepreneurial companies with significant resources who are developing and marketing products and services that will compete with our products.  In addition, many of our current and potential competitors have greater financial, technical, operational and marketing resources.  These resources may make it difficult for us to compete with them in the development and marketing of our products, which could harm our business.

 

Our success will depend on our ability to update our technology to remain competitive.

 

The dental device and supply industry is subject to technological change.  As technological changes occur in the marketplace, we may have to modify our products in order to become or remain competitive.  While we are continuing our research and development in new products in efforts to strengthen our competitive advantage, no assurances can be given that we will successfully implement technological improvements to our products on a timely basis, or at all.  If we fail to anticipate or respond in a cost-effective and timely manner to government requirements, market trends or customer demands, or if there are any significant delays in product development or introduction, our revenues and profit margins may decline which could adversely affect our cash flows, liquidity and operating results.

  

We depend on market acceptance of the products of our customers.  If our products do not gain market acceptance, our ability to compete will be adversely affected.

 

Our success will depend in large part on our ability to successfully market our line of products. Although we intend to differentiate our products from our competitors by targeting different channels of distribution, no assurances can be given that we will be able to successfully market our products or achieve consumer acceptance.  Moreover, failure to successfully develop, manufacture and commercialize our products on a timely and cost-effective basis will have a material adverse effect on our ability to compete in our targeted market segments.  In addition, medical and dental insurance policies generally do not cover teeth whitening or other cosmetic dental procedures, including our products, which may have an adverse impact upon the market acceptance of our products.

 

16

 

 

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

 

To the extent that we operate outside the United States, we are subject to the Foreign Corrupt Practices Act (the “FCPA”) which generally prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. In particular, we may be held liable for actions taken by our strategic or local partners even though such partners are foreign companies that are not subject to the FCPA. Any determination that we violated the FCPA could result in sanctions that could have a material adverse effect on our business.

 

Failure to meet customers’ expectations or deliver expected performance of our products could result in losses and negative publicity, which will harm our business.

 

If our products fail to perform in the manner expected by our customers, then our revenues may be delayed or lost due to adverse customer reaction, negative publicity about us and our products, which could adversely affect our ability to attract or retain customers.  Furthermore, disappointed customers may initiate claims for substantial damages against us, regardless of our responsibility for such failure.

 

If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit commercialization of our products.

 

Although we have not been a party to any product liability lawsuits and are currently not aware of any anticipated product liability claims with respect to our products, the nature of our business exposes us to product liability lawsuits arising out of the commercialization of our products.  In the future, an individual may bring a liability claim against us if one of our products causes, or merely appears to have caused, an injury.  If we cannot successfully defend ourselves against the product liability claim, we may incur substantial liabilities.  Regardless of merit or eventual outcome, liability claims may result in:

 

decreased demand for our products;

 

injury to our reputation;

 

costs of related litigation;

 

substantial monetary awards to customers;

 

product recalls;

 

loss of revenue; and

 

the inability to commercialize our products.

 

We may have difficulty managing our growth.

 

We have been experiencing significant growth in the scope of our operations, including the launch of our retail direct to consumer business model in Asia through strategic partnerships.  This growth has placed significant demands on our management as well as our financial and operational resources.  In order to achieve our business objectives, we anticipate that we will need to continue to grow.  If this growth occurs, it will continue to place additional significant demands on our management and our financial and operational resources, and will require that we continue to develop and improve our operational, financial and other internal controls.  We have been distributing our products primarily in Europe and we have recently launched sales and distribution in the United States and Asia, this expansion could further increase the challenges involved in implementing appropriate operational and financial systems, expanding manufacturing capacity and scaling up production, expanding our sales and marketing infrastructure and capabilities and providing adequate training and supervision to maintain high quality standards.  The main challenge associated with our growth has been, and we believe will continue to be, our ability to recruit and integrate skilled sales, manufacturing and management personnel.  Our inability to scale our business appropriately or otherwise adapt to growth would cause our business, financial condition and results of operations to suffer.

 

17

 

 

It may be difficult to enforce a United States judgment against us, our officers and directors, or to assert United States securities laws claims in Belgium and to serve process on substantially all of our directors and officers and these experts.

 

Our directors, our Chief Executive Officer and our Chief Financial Officer are nonresidents of the United States.  A substantial portion of our assets and all or a substantial portion of the assets of these officers and directors and experts are located outside of the United States.  As a result, it may be difficult to effect service of process within the United States with respect to matters arising under the United States securities laws or to enforce, in the United States courts, judgments predicated upon civil liability under the United States securities laws.  It also may be difficult to enforce in Belgium, in original actions or in actions for enforcement of judgment of United States courts, civil liabilities predicated upon United States securities laws.

 

If we are unable to protect our intellectual property rights or our intellectual property rights are inadequate, our competitive position could be harmed or we could be required to incur expenses to enforce our rights.

 

Our future success will depend, in part, on our ability to obtain and maintain patent protection for our products and technology, to preserve our trade secrets and to operate without infringing the intellectual property of others.  In part, we rely on patents to establish and maintain proprietary rights in our technology and products.  While we hold licenses to a number of issued patents and have other patent applications pending on our products and technology, we cannot assure you that any additional patents will be issued, that the scope of any patent protection will be effective in helping us address our competition or that any of our patents will be held valid if subsequently challenged.  Other companies also may independently develop similar products, duplicate our products or design products that circumvent our patents.

 

In addition, if our intellectual property rights are inadequate, we may be exposed to third-party infringement claims against us.  Although we have not been a party to any infringement claims and are currently not aware of any anticipated infringement claim, we cannot predict whether third parties will assert claims of infringement against us, or whether any future claims will prevent us from operating our business as planned.  If we are forced to defend against third-party infringement claims, whether they are with or without merit or are determined in our favor, we could face expensive and time-consuming litigation.  If an infringement claim is determined against us, we may be required to pay monetary damages or ongoing royalties.  In addition, if a third party successfully asserts an infringement claim against us and we are unable to develop suitable non-infringing alternatives or license the infringed or similar intellectual property on reasonable terms on a timely basis, then our business could suffer.

 

If we are unable to meet customer demand or comply with quality regulations, our sales will suffer.

 

We manufacture many of our products at Ghent, Belgium.  In order to achieve our business objectives, we will need to significantly expand our manufacturing capabilities to produce the systems and accessories necessary to meet demand.  We may encounter difficulties in scaling-up production of our products, including problems involving production capacity and yields, quality control and assurance, component supply and shortages of qualified personnel.  In addition, our manufacturing facilities are subject to periodic inspections by foreign regulatory agencies.  Our success will depend in part upon our ability to manufacture our products in compliance with regulatory requirements.  Our business will suffer if we do not succeed in manufacturing our products on a timely basis and with acceptable manufacturing costs while at the same time maintaining good quality control and complying with applicable regulatory requirements.

 

We are dependent on Guy De Vreese, our Chairman and Chief Executive Officer, and any loss of such key personnel could result in the loss of a significant portion of our business.

 

Our success is highly dependent upon the key business relations and expertise of Guy De Vreese, our Chairman and Chief Executive Officer.  Unlike larger companies, we rely heavily on a small number of officers to conduct a large portion of our business.  The loss of service of our Chairman and Chief Executive Officer along with the loss of his numerous contacts and relationships in the industry would have a material adverse effect on our business.  We do not have an employment agreement with Mr. Guy De Vreese.

 

If we cannot build and maintain strong brand loyalty our business may suffer.

 

We believe that the importance of brand recognition will increase as more companies produce competing products.  Development and awareness of our brands will depend largely on our ability to advertise and market successfully.  If we are unsuccessful, our brands may not be able to gain widespread acceptance among consumers.  Our failure to develop our brands sufficiently would have a material adverse effect on our business, results of operations and financial condition.

 

18

 

 

Risks Relating To Our Common Stock

 

There is a limited public trading market for our common stock.

 

Our Common Stock presently trades on the Over-the-Counter Bulletin Board under the symbol “REMI.” We cannot assure you, however, that such market will continue or that you will be able to liquidate your shares acquired in this offering at the price you paid or otherwise.  We also cannot assure you that any other market will be established in the future.  The price of our common stock may be highly volatile and your liquidity may be adversely affected in the future.

 

Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

 

There is limited market activity in our stock and we are too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained. While we are trading on the Over-The-Counter Bulletin Board, our trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in Over-the-Counter Bulletin Board stocks and certain major brokerage firms restrict their brokers from recommending Over-the-Counter Bulletin Board stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect our underlying value. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

 

The ownership of our stock is highly concentrated in our management.

 

Our present directors and executive officers, and their respective affiliates beneficially owned approximately 26% of our outstanding common stock, including underlying options that were exercisable or which would become exercisable within 60 days.  As a result of their ownership, our directors and executive officers and their respective affiliates collectively are able to significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  This concentration of ownership may also have the effect of delaying or preventing a change in control.

 

We have a substantial number of shares authorized but not yet issued.

 

Our Articles of Incorporation authorize the issuance of up to 50,000,000 shares of common stock and 10,000,000 shares of preferred stock.  Our Board of Directors has the authority to issue additional shares of common stock and preferred stock and to issue options and warrants to purchase shares of our common stock and preferred stock without stockholder approval.  Future issuance of common stock and preferred stock could be at values substantially below current market prices and therefore could represent further substantial dilution to our stockholders.  In addition, the Board could issue large blocks of voting stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval

 

Our stock may be governed by the “penny stock rules,” which impose additional requirements on broker-dealers who make transactions in our stock.

 

SEC rules require a broker-dealer to provide certain information to purchasers of securities traded at less than $5.00, which are not traded on a national securities exchange.  Since our common stock is not currently traded on an exchange, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934 (the “Penny Stock Rules”).  The Penny Stock Rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must also give bid and offer quotations and broker and salesperson compensation information to the prospective investor orally or in writing before or with the confirmation of the transaction.  In addition, the Penny Stock Rules require a broker-dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction before a transaction in a penny stock.  These requirements may severely limit the liquidity of securities in the secondary market because few broker-dealers may be likely to undertake these compliance activities.  Therefore, the disclosure requirements under the Penny Stock Rules may have the effect of reducing trading activity in our common stock, which may make it more difficult for investors to sell their shares.

 

19

 

 

We have historically not paid dividends and do not intend to pay dividends.

 

We have historically not paid dividends to our stockholders and management does not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.  We intend to retain future earnings, if any, for use in the operation and expansion of our business.

 

The Public Company Accounting Oversight Board, or PCAOB, is currently unable to inspect the audit work and practices of auditors operating in Belgium, including our auditor.

 

Our auditors, Vandelanotte Bedrijfsrevisoren CVBA, are registered with the Public Company Accounting Oversight Board (PCAOB). Our auditors, like any other independent registered public accounting firms operating in Belgium, are not permitted, because of Belgian law restrictions, to be subject to inspections by the PCAOB that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. As a result, our investors may not realize the potential benefits of such inspections.

 

ITEM 1B — UNRESOLVED STAFF COMMENTS

 

Not Applicable. 

 

ITEM 2 — PROPERTIES

 

The Company leases an office facility of 5,187 square feet in Gent, Belgium from an unrelated party pursuant to a lease expiring December 31, 2020 at a base rent of €6,353 per month for the total location ($7,139 per month at March 31, 2019).

 

Secondly, the Company leases an office facility of 635 square feet in Brussels, Belgium from an unrelated party pursuant to a lease expiring June 30, 2018 at a base rent of €969 per month for the total location ($1,089 per month at March 31, 2019).

 

ITEM 3 — LEGAL PROCEEDINGS

 

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

 

ITEM 4 — [RESERVED AND REMOVED]

 

20

 

 

PART II

 

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is quoted on the Over the Counter Bulletin Board under the symbol “REMI.”  The following table shows the range of the high and low bid for our common stock as reported by the Over-The-Counter Bulletin Board for the time periods indicated: 

 

   Bid Prices 
   High   Low 
         
Quarter ended June 30, 2017  $0.40   $0.25 
Quarter ended September 30, 2017  $0.30   $0.19 
Quarter ended December 31, 2017  $0.33   $0.19 
Quarter ended March 31, 2018  $0.34   $0.23 
Quarter ended June 30, 2018  $0.24   $0.19 
Quarter ended September 30, 2018  $0.26   $0.19 
Quarter ended December 31, 2018  $0.24   $0.16 
Quarter ended March 31, 2019  $0.23   $0.16 

 

Bid quotations represent interdealer prices without adjustment for retail markup, markdown and/or commissions and may not necessarily represent actual transactions.

 

Stockholders

 

As of June 28, 2019, the number of stockholders of record was approximately 183, not including beneficial owners whose shares are held by banks, brokers and other nominees.

 

Dividends

 

We have not paid any dividends on our common stock, and we do not anticipate paying any dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance the growth of the company. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

As of March 31, 2019, 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’s stockholders 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 March 31, 2019 and March 31, 2018 with respect to all compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance.

 

   2004 Plan   2007 Plan 
  

Outstanding

Options

  

Weighted

Average

Exercise

Price

  

Outstanding

Options

  

Weighted

Average

Exercise

Price

 
Options outstanding and exercisable March 31, 2017   357,500   $0.96    1,000,000   $1.21 
Options expired            (570,000)     
Options outstanding and exercisable March 31, 2018   357,500         430,000      
Options expired   (357,500)  $0.96    (430,000)  $1.21 
Options outstanding and exercisable March 31, 2019                  

 

21

 

 

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

 

Plan Category  Number of
securities to
be
issued upon
exercise of
outstanding
options,
warrants
and rights
   Weighted-average
exercise price of
outstanding
options
warrants and
rights
   Number of
securities
remaining
available for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in column (a))
 
Equity Compensation Plans approved by security holders      $    1,962,500 
                

For the years ended March 31, 2019 and March 31, 2018 the Company has not recognized any stock based compensation expense in the consolidated statement of operations. No stock options were granted in the years ended March 31, 2019 and March 31, 2018. As of March 31, 2019 all previously outstanding stock options had expired unexercised.

 

ITEM 6 — SELECTED FINANCIAL DATA

 

Not Applicable.

 

 ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

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 listed in the section of this Annual Report entitled “Risk Factors” and from time to time in our Securities and Exchange Commission filings under “risk factors” and elsewhere.

 

Each forward-looking statement should be read in context with, and with an understanding of, the various disclosures concerning our business made elsewhere in this Annual Report, as well as other public reports filed by us with the Securities and Exchange Commission. Readers should not place undue reliance on any forward-looking statement as a prediction of actual results of developments. Except as required by applicable law or regulation, we undertake no obligation to update or revise any forward-looking statement contained in this Annual Report. This section should be read in conjunction with our consolidated financial statements.

 

 Overview

 

We design, develop, manufacture and distribute cosmetic dentistry products.  Leveraging our knowledge of regulatory requirements regarding dental products and management’s experience in the needs of the professional dental community, we have developed a line of professional veneers as well as a family of teeth whitening products for both professional and “Over-The-Counter” (“OTC”) use, that are distributed in Europe, Asia, Middle East and the United States.  We manufacture many of our products in Ghent, China and France. We distribute our products using both our own internal sales force and through the use of third party distributors.  We have established dealers in 20 countries encompassing, North America, Europe, Asia, Latin America, the Pacific Rim and the Middle East.

 

22

 

 

Recent Developments

 

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. In September 2010, we entered into a license agreement with EM (the “EM license agreement”). Under the EM license agreement, we granted EM an exclusive license to certain Asian territories in exchange for $500,000 which was received during the year ended March 31, 2011. The Company received a further $500,000 from EM as an advance payment for veneers.  The $500,000 advance, less taxes withheld, was recorded as deferred revenue of $475,250 as of March 31, 2011.  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. during 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.

 

 On January 28, 2012, we 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 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.

 

 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. In addition, at the closing, the Investors have a right to appoint one director of Glamsmile Dental, and as such it is contemplated that after the closing the Board of Directors of Glamsmile Dental will consists of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.

 

Under the terms of the Share Purchase Agreement, we agreed 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, we also entered 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, we entered into a Distribution, License and Manufacturing Agreement with Glamsmile Dental pursuant to which we 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 off set to payment of certain invoices of Glamsmile (Asia) Limited).

 

23

 

 

On January 30, 2014, we sold a total of 2,500,000 ordinary shares of our investment in Glamsmile Dental Technology Ltd. for an aggregate consideration of $3,000,000 to Glamsmile Dental Technology Ltd. As a result of the Sale of Shares, the equity ownership of Glamsmile Dental, on an as converted basis, was before the Sales of shares as follows: 31.4% by the Investors, 39.2 % by Gallant, and 29.4% by the Company, and after the sale as follows : 34.9% by the Investors, 43,6% by Gallant, and 21,51% 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.

 

On January 16, 2014, the Company invested in the start-up capital of Biotech Dental Benelux N.V., a Belgium corporation in exchange for 50% of its Shares. Biotech Dental Benelux has been founded to market and sell dental implants for the Territory of Belgium, The Netherlands and Luxemburg. Our investment has enabled us to enlarge our product range and increase our sales in the current year ended March 31, 2019. 100% of Biotech Dental Benelux revenues are generated outside of the USA and are invoiced in Euros. In comparing our results in Euros, total sales increased by 20.76% to €421,789 for the fiscal year ended March 31, 2019, as compared to € 410,133 for the year ended March 31, 2018.

 

On January 1, 2017, the Company invested in the start-up of Newco Condor North America, LLC, a Nevada corporation. Condor North America, LLC. was founded to market, distribute and sell the Condor intra-oral 3D scanner for the Territory of North America and Canada.

 

On March 29, 2019, the Company acquired 26.09% of the issued and outstanding shares of Metrics in Balance N.V., a Belgium corporation. Metrics in Balance N.V. was founded to allow healthcare and dental professionals to determine the relationship between malocclusion and posture problems thereby enabling therapy to improve quality of life in cooperation with the SmileWise concept which is intended to support and increase organic growth of existing dental practices.

 

Financial Results and Trends

 

Revenue decreased by approximately 40.6% to $1,603,741 in the year ended March 31, 2019 as compared to $2,699,855 in the year ended March 31, 2018.  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, in first instance a diagnostic tool, for the Condor 3D Scanner, which will be available by the end of the current calendar year 2019, we reduced our active approach in the US market, resulting in decreased sales. Secondly, since current calendar year 2019, we did change our veneer business model in some cases towards a business model based on royalty income instead of direct delivery to customers, resulting in overall decreased amount of sales in our veneer division.

 

Our net income attributable to our stockholders was $2,128,796 for fiscal 2019 and $(54,591) for fiscal 2018. During the year ended March 31, 2019 we recognized $2,851,529 in equity income compared to $274,892 earned in the year ended March 31, 2018.

 

Critical Accounting Estimates

 

Basis for Presentation

 

Our financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America.

 

Pervasiveness of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates estimates and judgments, including those related to revenue, bad debts, inventories, fixed assets, intangible assets, stock based compensation, income taxes, and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes reasonable in the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

 

24

 

 

Revenue Recognition

 

The Company recognizes revenue from product sales when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and collection of the resulting receivable is reasonably assured. Sales allowances are estimated based upon historical experience of sales returns.

 

Revenues from product sales are recognized when the product is shipped and title and risk of loss has passed to the customer, typically upon delivery and when the quantity and price is fixed and determinable, and when collectability is reasonable assured.

 

Upfront fees are recognized upon the date of the agreement (i.e. point of sale) because they relate solely to the sale of territories (that are sold in perpetuity), are non-refundable, and are not contingent upon additional deliverables.

 

We have evaluated all deliverables in our contracts (per ASC 605-25-5) ((a) territory & (b) manufacturing/marketing training & development fees) and determined that they are separate, as follows:

 

·Both (a) & (b) have value to our customers on a standalone basis and can be sold by our customers separately.

 

·Delivery or performance of the undelivered item or items is considered probable and substantially in our control.

 

Our development fees/milestone payments are recognized in accordance with the Milestone Method pursuant to FASB ASC 605.  Revenues from milestones related to an arrangement under which we have continuing performance obligations i.e. specifically scheduled training and development activities, if deemed substantive, are recognized as revenue upon achievement of the milestone. Milestones are considered substantive if all of the following conditions are met: (a) the milestone is non-refundable; (b) achievement of the milestone was not reasonably assured at the inception of the arrangement; (c) substantive effort is involved to achieve the milestone; and (d) the amount of the milestone appears reasonable in relation to the effort expended. If any of these conditions is not met, the milestone payment is deferred and recognized as revenue as we complete our performance obligations.

 

We receive royalty revenues under license agreements with third parties that sell products based on technology developed by us or to which we have rights. The license agreements provide for the payment of royalties to us based on sales of the licensed product. We record these revenues as earned monthly, based on reports from our licensees.

 

Business Combinations

 

On April 1, 2010, the Company adopted the new accounting guidance for business combinations according to FASB Codification ASC 805, Business Combinations. This guidance establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, goodwill, and any non-controlling interest in the acquire, as well as disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. Additionally, it provides guidance for identifying a business combination, measuring the acquisition date, and defining the measurement period for adjusting provisional amounts recorded. The implementation of this standard did not have an impact on the Company’s consolidated financial statements.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash or cash equivalents.

 

Non-Controlling Interest

 

The Company adopted ASC Topic 810 Non-controlling Interests in Consolidated Financial Statements — an Amendment of Accounting Research Bulletin No. 51 as of April 1, 2009. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. ASC Topic 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the non-controlling owner. The adoption of ASC Topic 810 impacted the presentation of our consolidated financial position, results of operations and cash flows.

 

25

 

 

Fair Value of Financial Instruments 

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, equity investments, accounts payable, and accrued liabilities. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the short maturities of those instruments. The Company’s investment in Condor Technologies (formerly MFI) is accounted for as a financial instrument with a readily determinable fair value and is initially measured at fair value with all subsequent gains and losses recorded in income. 

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company sells professional dental equipment to various companies, primarily to distributors located in Western Europe, the Middle East and China. The terms of sales vary by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable is reported at net realizable value and net of allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable.

 

Inventories

 

The Company purchases certain of its products in components that require assembly prior to shipment to customers.

 

The Company writes down inventories for estimated obsolescence to estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, then additional inventory write-downs may be required. Inventory reserves for obsolescence totaled $597,433 at March 31, 2019 and $658,545 at March 31, 2018.

 

Prepaid Expense

 

The Company’s prepaid expense consists of prepayments to suppliers for inventory purchases. Prepaid expenses also include VAT payments made for goods and services in excess of VAT payments received from the sale of products as well as amounts for other prepaid operating expenses.

 

Property and Equipment

 

Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.

 

The Company depreciates its property and equipment for financial reporting purposes using the straight-line method based upon the following useful lives of the assets:

 

Tooling 3 Years
Furniture and fixtures 4 Years
Machinery and Equipment 4 Years

 

Patents

 

Patents consist of the costs incurred to purchase patent rights and are reported net of accumulated amortization. Patents are amortized using the straight-line method over a period based on their contractual lives.

 

Research and Development Costs

 

The Company expenses research and development costs as incurred.

 

26

 

 

Advertising

 

Costs incurred for producing and communicating advertising are expensed when incurred and included in sales and marketing and general and administrative expenses. For the years ended March 31, 2019 and March 31, 2018, advertising expense was $138,747 and $218,663 respectively.

 

Income taxes

 

Income taxes are accounted for under the asset and liability method as stipulated by Accounting Standards Codification (“ASC”) 740 formerly Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

 

Effective February 1, 2008, the Company adopted certain provisions under ASC Topic 740, Income Taxes, (“ASC 740”), which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The adoption of ASC 740 did not have an impact on the Company’s financial position and results of operations.

 

In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax position would then be recorded if the Company determined it is probable that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable.

 

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 period is as follows:

 

   Year ended
March 31, 2019
   Year ended
March 31, 2018
 
Product warranty liability:          
Opening balance  $6,164   $5,333 
Accruals for product warranties issued in the period       831 
Adjustments to liabilities for pre-existing warranties   (545)    
Ending liability  $5,619   $6,164 

 

Based upon historical sales trends and warranties provided by the Company’s suppliers and sub-contractors, the Company has made a provision for warranty costs of $5,619 and $6,164 as of March 31, 2019 and March 31, 2018, respectively.

 

Segment Reporting

 

“Disclosure About Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company’s management considers its business to comprise one segment for reporting purposes.

 

27

 

 

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.

 

As at each of March 31, 2019 and 2018, the Company had 19,995,969, shares of common stock issued and outstanding.  As at March 31, 2019 all of the Company’s previously outstanding options had expired unexercised. At March 31, 2018, the Company did not have any warrants outstanding, but had 787,500 options outstanding.    

 

Pursuant to ASC 260-10-50-1(c), if a fully diluted share calculation was computed for the year ended March 31, 2018, it would have excluded all options since the Company’s average share trading price during the last the year ended March 31, 2018 was less than the exercise price of all options. For the year ended March 31, 2019 a fully diluted share calculation was not computed since the Company had no outstanding options or warrants outstanding as at March 31, 2019.

 

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., 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)

 

Comprehensive income (loss) includes all changes in equity except those resulting from investments by owners and distributions to owners, including accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

 

The Company’s other comprehensive income for the year ended March 31, 2019 consisted of a foreign currency translation gain of $31,922. The Company’s other comprehensive income for the year ended March 31, 2018 consisted of a foreign currency gain on a fair value adjustment on AFS security in the amount of $178,361 and a loss on foreign currency translation of $680. Because of the adoption of ASU 2016-01 we recognized a transition date adjustment at April 1, 2018 and reclassified the unrecognized gain of $178,361 from other comprehensive income to deficit.

 

Stock Based Compensation

 

The Company had a stock-based compensation plan. The Company measures the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest.

 

Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either:

 

(1) The date at which a commitment for performance by the counter party to earn the equity instruments is established; or

 

(2) The date at which the counter party’s performance is complete.

 

28

 

 

Recently Issued Accounting Pronouncements

 

Adoption of new accounting principles

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” that seeks to provide a single, comprehensive revenue recognition model for all contracts with customers that improve comparability within industries, across industries and across capital markets. Under this standard, an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to be entitled to receive for those goods or services. Enhanced disclosure requirements regarding the nature, timing and uncertainty of revenue and related cash flows exist. To assist entities in applying the standard, a five step model for recognizing and measuring revenue from contracts with customers has been introduced. Entities have the option to apply the new guidance retrospectively to each prior reporting period presented (full retrospective approach) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method).

 

On July 9, 2015, the FASB issued ASU No. 2015-14, deferring the effective date by one year to annual reporting periods beginning after December 15, 2017. Early adoption is permitted. In April 2016, the FASB issued ASU No. 2016-10, which clarifies the “identifying performance obligations and licensing implementations guidance” aspects of Topic 606. In May 2016, the FASB issued ASU No. 2016-11, which amends and or rescinds certain aspects of the Accounting Standards Codification (“ASC”) to reflect the requirements under Topic 606. Additionally, the FASB issued ASU No. 2016-12, which clarifies the criteria for assessing collectibility, permits an entity to elect an accounting policy to exclude from the transaction price amounts collected from customers for all sales taxes, and provides a practical expedient that permits an entity to reflect the aggregate effect of all contract modifications that occur before the beginning of the earliest period presented in accordance with Topic 606. In December 2016, the FASB issued ASU No. 2016-20, which clarifies several additional aspects of Topic 606 including contract modifications and performance obligations.

 

The Company adopted the above accounting standards on April 1, 2018 under the modified retrospective method and the adoption had no material effect on the consolidated financial statements.

 

On April 1, 2018, the Company adopted ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities, which changes the income statement impact of equity investments held by an entity. The amendments require the unrealized gains or unrealized losses of equity instruments measured at fair value to be recognized in net income. Our adoption of this ASU had no material effect on the consolidated financial statements.

 

29

 

 

RESULTS OF OPERATIONS

 

For the Fiscal Years Ending March 31, 2019 and 2018

 

Comparative details of results of operations for the years ended March 31, 2019 and 2018 as a percentage of sales are as follows:

 

   2019   2018 
NET SALES   100.00%   100.00%
COST OF SALES   30.34%   34.00%
GROSS PROFIT   69.66%   66.00%
OPERATING EXPENSES          
Research and development   0.01%   0.07%
Sales and marketing   45.39%   33.95%
General and administrative   62.90%   39.41%
Depreciation and amortization   6.10%   3.72%
TOTAL OPERATING EXPENSES   114.39%   77.14%
INCOME (LOSS) FROM OPERATIONS   (44.73)%   (11.14)%
Other income (expense)   176.92%   9.59%
INCOME (LOSS) BEFORE INCOME TAXES & NON-CONTROLLING INTEREST   132.19%   (1.55)%
Income tax expense   (0.05)%   (0.06)%
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST   132.14%   (1.61)%
NON-CONTROLLING INTEREST   0.60%   (0.41)%
NET INCOME   132.74%   (2.02)%

 

Net Sales

 

Net sales decreased by approximately 40.6% to $1,603,741 in the year ended March 31, 2019 as compared to $2,699,855 in the year ended March 31, 2018. The decrease in sales is primarily due to the reduced sales in our Condor 3D Scanner in the North American market. In anticipation of our additional tool, in first instance a diagnostic tool, for the Condor 3D Scanner, which will be available by the end of the current calendar year 2019, we reduced our active approach in the US market, resulting in decreased sales. Secondly, since current calendar year 2019, we did change our veneer business model in some cases towards a business model on royalty income instead of direct delivery to customers, resulting in overall decreased amount of sales in our veneer division.

 

Cost of Sales

 

Cost of sales decreased approximately 47% to $486,495 in the year ended March 31, 2019 as compared to $917,915 in the year ended March 31, 2018. The decrease in cost of sales is primarily due to the decreased sales in our 3D scanner division and our veneer division.

 

The cost of sales as a percentage of sales decreased to 30.34% for the year ended March 31, 2019 as compared to 34% for the year ended March 31, 2018 due to the shift in some cases of direct delivery to customers concerning our veneer division towards a royalty business model since the current calendar year 2019, resulting in a decreased cost of sales.

 

Gross Profit

 

Our gross profit decreased by $664,694 to $1,117,246 for the fiscal year ended March 31, 2019 as compared to $1,781,940 for the year ended March 31, 2018 primarily because of decreases sales in our veneer division and of our 3D Scanner division. Our gross profit as a percentage of sales increased to 69.66% for the year ended March 31, 2019 as compared to 66% for the year ended March 31, 2018 due to the shift in our veneer business model, since current calendar year 2019 where in some cases the direct deliveries of goods have been changed into a royalty business model.

 

Operating Expenses

 

Research and Development.  Our research and development expenses decreased $1,740 to $120 for the year ended March 31, 2019 as compared to $1,860 for the year ended March 31, 2018, because of the finalization of our Software program the ‘Smile Me Mirror’.

 

Sales and marketing costs.  Our sales and marketing costs decreased $188,660 to $727,897 or 20.6% for the year ended March 31, 2019 as compared to $916,557 for the year ended March 31, 2018.  Costs decreased because of decreased attendance at trade shows and reduced travelling due to our reduced active approach in the US market.

 

30

 

 

General and administrative costs.  Our general and administrative costs for the year ended March 31, 2019 and 2018 were $1,008,806 and $1,063,981 respectively, representing a decrease of $55,175 or 5.2%.  Our general and administrative costs have decreased because of an increased synergy between our internal divisions as a result of an ongoing internal reorganization.

 

Depreciation and amortization.  Our depreciation and amortization decreased $2,536 or 2.5%, to $97,770 for the year ended March 31, 2019 as compared to $100,306 for the year ended March 31, 2018. The decrease is primarily because our investments in equipment have declined relative to prior years.

 

Net interest expense.   Our net interest expense was $10,643 for the year ended March 31, 2019 as compared to $10,822 for the year ended March 31, 2018, a decrease of $179 or 1.7%. Interest expense has decreased primarily because of decreased debt.

 

Liquidity and Capital Resources

 

Cash and Cash Equivalents

 

Our balance sheet at March 31, 2019 reflects cash and cash equivalents of $66,539 as compared to $92,875 as of March 31, 2018, a decrease of $26,336.  

 

Operations

 

Net cash provided by operations was $547,291 more than the year ended March 31, 2018 primarily because our net income was $2,119,123 versus a net loss of $(43,469) in the prior year. Net cash provided by operations increased primarily because cash provided by decreasing accounts receivable and compensated by the increased equity investments.

 

As of March 31, 2019, we decreased our reserve for doubtful accounts from $189,926 to $157,903.

 

 Investing Activities

 

Net cash (used by)/provided by investing activities was $Nil for the year ended March 31, 2019 as compared to net cash used by investing activities of ($4,471) for the year ended March 31, 2018. During the year ended March 31, 2018 we spent $37,604 on purchases of equipment and on the further development of our Smile Me Software.

 

Financing Activities

 

During the years ended March 31, 2019 and March 31, 2018, we recognized a (decrease) in cash and cash equivalents of $(593,954) and $(70,087), respectively, from the effect of exchange rates between the Euro and the US Dollar.

 

Internal and External Sources of Liquidity

 

As of March 31, 2019, we had current assets of $655,933 compared to $1,670,622 at March 31, 2018. This decrease of $1,014,689 was due to a decrease in cash of $26,336, a decrease in accounts receivable of $923,516, a decrease in inventories of $12,150, and a decrease in prepaid expenses of $52,687.

 

Current liabilities at March 31, 2019 of $2,432,293 were $306,034 greater than current liabilities as at March 31, 2018 of $2,126,259.  The increase was primarily a result of an increase in accounts payable of $350,030, an increase in accrued liabilities of $26,808, offset by a decrease in deferred revenue of $18,023 and a decrease in due to related parties of $51,778.

 

Our cash and cash equivalents of $66,539 as of March 31, 2019 is not sufficient to support our operations through our current fiscal year and we may need additional financing. During the year ended March 31, 2019, we have been able to generate cash flows sufficient to support our operations. The continuation of the Company is dependent upon the Company’s ability to continue to generate profitable operations. We may remain dependent on outside sources of funding until our results of operations provide consistent positive cash flows.

 

We have supported current operations by raising additional operating cash through loans and strategic partnerships and through the sale of non-core divisions of our business. During the year ended March 31, 2014 we sold 7.9% of our investment in GlamSmile Asia for $3,000,000 and were fully paid by the end of March 31, 2017 in cash. Proceeds of the sale were used to repay our existing bank facility and repay our long-term debt.

 

At this time, we do not expect to purchase or sell any significant property or equipment over the next 12 months. The Company does not currently expect a significant change in the number of its employees over the next 12 months.

 

Off-Balance Sheet Arrangements

 

At March 31, 2019, we were not a party to any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

31

 

 

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Financial Statements that constitute Item 8 are included at the end of this report beginning on Page F-1.

 

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A - CONTROLS AND PROCEDURES

 

(a)          Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2019, our disclosure controls and procedures are effective at these reasonable assurance levels.

 

(b)           Management’s Report on Internal Control over Financial Reporting

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of March 31, 2019, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in COSO 2013 “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of March 31, 2019 based on the COSO criteria.

 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to permanent  rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Change in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B— OTHER INFORMATION

 

None.

32

 

 

PART III

 

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors, Executive Officers and Significant Employees

 

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions with us held by each person and the date such person became our director or executive officer.  Our executive officers are elected annually by the Board of Directors.  Each year the stockholders elect the board of directors.  The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.  There was no arrangement or understanding between any executive officer or director and any other person pursuant to which any person was elected as an executive officer or director.  There are no family relationships between any of our directors, executive officers, director nominees or significant employees.  Mr. Kolsteeg is independent as determined by the NASDAQ rules.

 

Person   Age   Position
Guy De Vreese   64   Chairman, Chief Executive Officer
         
Fred Kolsteeg   76   Director
         
Philippe Van Acker   54   Director, Chief Financial Officer and Chief Accounting Officer

 

Biographies

 

Guy De Vreese, Chairman .  From April 1, 2002, Mr. De Vreese has served as our Chairman of the Board.  Effective upon Mr. List’s resignation as Chief Executive Officer, on December 10, 2008 Mr. De Vreese became our Chief Executive Officer.  From June 2001 Mr. De Vreese has also served as President of Remedent N.V. and he has served as President of DMDS, Ltd., a European subsidiary of Dental & Medical Systems, Inc. DMDS, Ltd. developed and marketed high-tech dental equipment.  In August 1996, Mr. De Vreese founded DMD N.V., a Belgian company that was the independent European distributor for DMDS products and was its Chief Executive Officer until DMD purchased its distribution rights in April 1998.  Mr. De Vreese later worked as CEO from 1996 through February 1999 for Lident, N.V., a Belgian company that merged with DMD and specialized in digital photography and developer of imaging software.  Mr. De Vreese also served as a consultant providing services to DMDS, Ltd. from February 1999 to June 2001.  Mr. De Vreese resides in Belgium. Mr. De Vreese’s years of experience in the dental industry provide us with invaluable industry contacts and know-how, in addition to special insight into our customers’ needs and requirements. In addition, Mr. De Vreese’s extensive experience in our industry, commitment to research and development of innovative dental products, and in-depth knowledge of our company gained by serving as our CEO provide valuable insights for our Board.  The Board believes that Mr. De Vreese demonstrated leadership abilities and business judgment, provide an important leadership element to our Board

 

Philippe Van Acker, Director, Chief Accounting Officer .  Mr. Van Acker was appointed as our Chief Financial Officer as of March 30, 2005.  Effective December 18, 2008, Mr. Van Acker resigned as Chief Financial Officer and became our Chief Accounting Officer as well as assuming a position on the Board of Directors.  Effective July 17, 2012, Mr. Van Acker was re-appointed as our Chief Financial Officer.

 

From July 2001 to March 30, 2005, Mr. Van Acker has served as a director of our subsidiary, Remedent N.V. where he has also served as financial controller.  From 1999 to 2001, Mr. Van Acker served as Director of Finance for DMDS, Ltd., a European subsidiary of Dental & Medical Diagnostic Systems, Inc., a company that developed and marketed high-tech dental equipment.  From 1992 to 1999, Mr. Van Acker held various positions with Pfizer Medical Technology Group.  Mr. Van Acker resides in Belgium.  Mr. Van Acker’s executive management experience and extensive background in finance and investment matters provide important contributions and critical insight to our Board.  The Board believes that Mr. Van Acker’s financial background and understanding of the dental industry and our business bring perspectives beneficial to the Board as the Company seeks to expand its presence in Europe and China.

 

Fred Kolsteeg, Director .  Mr. Kolsteeg has served as a director of the Company since April 2002.  Since 1996, Mr. Kolsteeg has served as the president of WAVE Communications, a Dutch based advertising agency.  Prior to founding WAVE in 1996, he founded several other advertising agencies such as ARA, Team and Team Saatchi.  Mr. Kolsteeg has also worked at Phillips and Intermarco Publicis.  Mr. Kolsteeg resides in Holland.   Mr. Kolsteeg has experience managing operations and finance for multiple businesses. Our Board believes that this experience, adds valuable perspectives and he is an “audit committee financial expert” as defined in SEC rules.

  

Legal Proceedings

 

None of our directors or executive officers were involved in a legal proceeding during the past ten years which are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the Company and required to be disclosed under Item 401(f) of Regulation S-K.

 

33

 

 

Director Committees and Director Independence

 

The Company does not have a separate compensation, nominating or audit committee.  The Board of Directors has determined that Mr. Kolsteeg is “independent,” as independence is defined in the listing standards for the Nasdaq Stock Market.  Accordingly, we have one director who is “independent.”

 

Board Leadership Structure and Role in Risk Oversight

 

The Board does not have a policy as to whether the roles of our Chairman and Chief Executive Officer should be separate. Instead, the Board makes this determination based on what best serves our Company’s needs at any given time.   Currently, Mr. De Vreese holds the positions of Chairman and Chief Executive Officer of our Company, and the Board has one independent director. The Board may decide to separate the positions of Chairman and Chief Executive Officer in the future if the Board believes it is in the best interest of the Company and our stockholders.

 

The Board believes that effective board leadership is highly dependent on the experience, skills and personal interaction between persons in leadership roles.  The Company believes that having one person, particularly Mr. De Vreese  with his extensive knowledge of the industry and executive management experience, his extensive knowledge of the operations of the Company and his own commitment to innovation and strategic thinking, serve as both Chief Executive Officer and Chairman is the best leadership structure for the Company because it demonstrates to our employees, customers and stockholders that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing the Company’s operations. Accordingly, with significant input from our Board, Mr. De Vreese sets the strategic direction for our Company and provides daily leadership and guidance to our managements and employees.  In addition, this unity of leadership promotes strategy development and execution, timely decision-making and effective management of Company resources.  The Company believes that it has been well-served by this structure.

 

In its governance role, and particularly in exercising its duty of care and diligence, the Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the company’s assets and business.  Our Board has broad and ultimate oversight responsibility for our risk management processes and programs and executive management is responsible for the day-to-day evaluation and management of risks to the Company.

 

Audit Committee Financial Expert

 

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, our entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act. In addition, our Board of Directors has not made a determination as to whether a director on the Board meets the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. We continue to seek candidates for outside directors and for a financial expert to serve on a separate audit committee when we establish one. Due to our small size and limited resources, it has been difficult to recruit outside directors and financial experts, especially due to the fact that we do not have directors and officer’s liability insurance to offer suitable candidates.

 

In fulfilling its oversight responsibilities, the Board has reviewed and discussed the audited financial statements with management and discussed with the independent auditors the matters required to be discussed by SAS 61. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles.

 

The Board discussed with the independent auditors, the auditors’ independence from the management of the Company and received written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1.

 

After Board review and discussions, as mentioned above, the Board recommended that the audited financial statements be included in the Company’s Annual Report on Form 10-K.

 

Governance Committee and Nominations to the Board of Directors

 

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

 

34

 

 

Code of Ethics

 

We have adopted a written Code of Ethics that applies to our senior management. A copy of our Code of Ethics, executed by the Chief Executive Officer and Chief Financial Officer, has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended March 31, 2019. A copy of our Code of Ethics is available to any stockholder by addressing a request to the attention of the Secretary of the Company and mailing such request to the Company’s corporate offices. Any amendment to the Code of Ethics or any waiver of the Code of Ethics will be disclosed promptly following the date of such amendment or waiver pursuant to a Form 8-K filing with the Securities and Exchange Commission.

 

Compliance with Section 16 of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission (hereinafter referred to as the “Commission”) initial statements of beneficial ownership, reports of changes in ownership and Annual Reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on information available to us in public filings, we believe that all reports required by Section 16(a) for transactions in the year ended March 31, 2019, were timely filed.

  

ITEM 11 — EXECUTIVE COMPENSATION

 

Summary Compensation

 

Our Board of Directors has not established a separate compensation committee nor any other committee that acts as such a committee. Instead, the entire Board of Directors reviews and approves executive compensation policies and practices, reviews, salaries and bonuses for our officers, administers our benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter.  Our Board continues to emphasize the important link between our performance, which ultimately benefits all stockholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the stockholders with the interests of the executive officers. In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in the Company.

 

The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal years ended March 31, 2019 and March 31, 2018, respectively:

 

Name and
Principal Position
(a)
  Year
(b)
   Salary
($)
(c)
   Bonus
($)
(d)
   Stock
Awards
($)
(e)
   Option
Awards
($)
(f)
   Non-Equity
Incentive
Plan
Compensation
($)
(g)
   Nonqualified
Deferred
Compensation
Earnings
($)
(h)
   All Other
Compensation
($)
(i)
   Total
($)
(j)
 
                                     
Guy De Vreese, CEO and Chairman   2019   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $38,852(1)  $38,852(1)
    2018   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $40,097(1)  $40,097(1)
    2017   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $91,081(1)  $91,081(1)
Philippe Van Acker,   2019   $182,278   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $182,278 
Chief Accounting Officer, Director   2018   $170,191   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $170,191 
    2017   $143,534   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $143,534 

 

(1)These amounts are consulting fees paid by Remedent N.V. to Lausha, N.V., a company controlled by Mr. De Vreese, pursuant to an oral consulting agreement between Lausha N.V. and Remedent N.V.

 

Outstanding Equity Awards at Fiscal Year End

 

As of March 31, 2019, there were no outstanding stock awards.

 

Director Compensation Table

 

Generally, our directors do not receive any cash compensation, but are entitled to reimbursement of their reasonable expenses incurred in attending directors’ meetings.  However, at the discretion of our Board of Directors, we may periodically issue stock options under our stock option plan to directors.

 

Our Directors did not receive any compensation for board services during the fiscal year ended March 31, 2019.

 

35

 

 

Employment Agreements

 

Our subsidiary, Remedent, N.V., has an employment agreement with Mr. Philippe Van Acker, our Chief Financial Officer and Chief Accounting Officer.  We do not currently have any employment agreement with our Chief Executive Officer.

 

Long-Term Incentive Plans-Awards in Last Fiscal Year

 

We do not currently have any long-term incentive plans.

 

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information regarding the beneficial ownership of our common stock as of June 29, 2018.  The information in this table provides the ownership information for:

 

a.each person known by us to be the beneficial owner of more than 5% of our common stock;

 

b.each of our directors;

 

c.each of our executive officers; and

 

d.our executive officers, directors and director nominees as a group.

 

Beneficial ownership has been determined in accordance with Rule 13d-3 of the 1934 Exchange Act and includes voting or investment power with respect to the shares.  Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.  

 

Name of Beneficial Owner  (1)  Shares
Beneficially
Owned
   Percentage
Beneficially
Owned
 
         
Guy De Vreese, CEO, Chairman (2)          
Zuiderlaan 1-3, box 8          
9000 Ghent, Belgium   4,633,680    23.17%
           
Fred Kolsteeg, Director          
Managelaantje 10          
3062 CV Rotterdam          
The Netherlands   95,000    0.48%
           
All Officers and Directors as a Group (3 persons)   4,728,680    23.65%
           
5% or Greater Stockholders          
           
Sternberg Stuart   2,533,793    12.67%

*       Less than one percent

 

1.Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.  Pursuant to the rules of the Securities and Exchange Commission, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

 

2.Guy De Vreese holds 3,154,426 shares in his own name; 72,787 shares of common stock held in the name of Lausha N.V., a Belgian company controlled by Guy De Vreese; 6,467 shares of common stock held in the name of Lident N.V., a Belgian company controlled by Guy De Vreese; and 1,400,000 shares of common stock held in the name of Lausha HK, a Hong Kong company controlled by Guy De Vreese.

 

36

 

 

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Related Transactions

 

Compensation

 

During the years ended March 31, 2019 and 2018 respectively, the Company incurred $221,130 and $210,288 in compensation expense for all directors and officers.

 

Advances

 

As at March 31, 2018 the Company owed $51,778 to a company owned by its CEO. The loan is non-interest bearing, unsecured, and payable upon demand and was repaid during the year ended March 31, 2019.

 

Sales Transactions

 

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 reflecting arm’s length consideration payable for similar services or transfers.

 

Other Transactions

 

On June 3, 2009, the Company entered into the First Fit-Crown Distribution and License Agreement (the “First Fit Distribution Agreement”) with Den-Mat.  Under the terms of the First Fit Distribution Agreement, the Company appointed Den-Mat to be its sole and exclusive distributor to market, license and sell certain products relating to the Company’s proprietary First Fit technology (the “First Fit Products”), in the United States, Canada and Mexico (the “First Fit Territory”).  In connection therewith, the Company also granted Den-Mat certain non-exclusive rights to manufacture and produce the First Fit Products in the First-Fit Territory and a sole and exclusive transferable and sublicensable right and license to use the Company’s intellectual property rights relating to the First Fit Products to perform its obligations as a distributor (provided the Company retains the right to use and license related intellectual property in connection with the manufacture of the First Fit Products for sale outside of the  First Fit Territory), as the terms and transactions are further detailed in the First Fit Distribution Agreement.  The consummation of the transactions described herein and contemplated in the First Fit Distribution Agreement are subject to certain closing conditions which includes, in addition to customary closing conditions: the completion of Den-Mat’s due diligence with respect to the First Fit Products to its satisfaction; execution and delivery of  Non-Competition Agreements by Guy De Vreese and Evelyne Jacquemyns; and the delivery of the Development Payment and first installment of the License Payment (the “Development Payment” and License Payment” are defined below).  The First Fit Distribution Agreement provides that the consummation of the transactions contemplated therein will occur upon the performance or waiver of such closing conditions.  Under the First Fit Distribution Agreement, the Company granted such distribution rights, licensing rights and manufacturing rights, in consideration for the following:  (i) a non-refundable development fee of Four Hundred Thousand Dollars ($400,000) (the “Development Payment”) payable in two installments as follows: (a) Fifty Thousand Dollars ($50,000) within seven (7) days after the effective date of the First Fit Distribution Agreement (the “Effective Date”), and (b) Three Hundred Fifty Thousand Dollars ($350,000) within twenty one (21) days after the Effective Date ; (ii) a non-refundable license fee of Six Hundred Thousand Dollars ($600,000) payable in three (3) equal installments of $200,000 each, with the first installment payable on the closing date contemplated in the First Fit Distribution Agreement (the “Closing Date”), and with the second and third installments payable on the 30th and 60th day, respectively, after the Closing Date; (iii) certain royalty payments based on the sales of the First Fit Products by Den-Mat or its sub-licensees; and (iv) certain minimum royalty payment to maintain exclusivity, as such  terms are more particularly described in the First Fit Distribution Agreement.

 

On March 29, 2010, a certain Amendment No. 1 to First Fit Crown Distribution and License Agreement (“First Fit Amendment”) between the Company and Den-Mat, pursuant to which the Company agreed to sell to Den-Mat all of the intellectual property or used by Company related to the First Fit product (“First Fit IP”) became effectuated upon Company’s receipt of Den-Mat’s countersignatures to the First Fit Amendment.  The First Fit Amendment amends the First Fit-Crown Distribution and License Agreement dated June 3, 2009 between the Company and Den-Mat, pursuant to which Den-Mat was granted certain license and distribution rights relating to the First Fit IP and First Fit products.  The total purchase price for the First Fit IP consists of installment payments and royalty payments.  The cash component of the purchase price of the First Fit IP is $2,850,000 to be paid in the form of cash in the following installments: (a) $50,000 upon delivery by Remedent to Den-Mat of a working prototype of the First Fit crown, (b) $525,000 on or before March 15, 2010 (c) $700,000 on June 30, 2010, and (d) $500,000 on December 31, 2010, June 30, 2011 and December 31, 2011. In connection with the execution of the First Fit Agreement, Den-Mat also agreed to make an advance cash payment of $75,000 to the Company towards the purchase price.  In addition to the cash component, Den-Mat agreed to pay Remedent a capital payment equal to a certain percent of Den-Mat’s net revenues generated by the sale of the First Fit products.

 

37

 

 

In connection with our Distribution, License & Manufacturing Agreement with Den-Mat (the “Distribution Agreement”) dated as August 2008, as amended and restated by the parties on June 3, 2009 pursuant to the Amended and Restated Distribution, License and Manufacturing Agreement, and as consideration for Den-Mat’s obligations under the Distribution Agreement, we agreed, among other things, to issue Den-Mat or an entity to be designated by Den-Mat, warrants to purchase up to three million three hundred seventy-eight thousand three hundred seventy-nine (3,378,379) shares of our common stock, par value $0.001 per share at an exercise price of $1.48 per share, exercisable for a period of five years . The warrants were  issued in the period ended September 30, 2008 and were valued at $4,323,207 based upon the Black-Scholes option pricing model utilizing a market price on the date of grant of $1.48 per share, an annualized volatility of 131%, a risk free interest rate of 3.07% and an expected life of five years.  The expense was originally classified as a non-operating expense. However, we have subsequently reclassified the expense to operations since our agreement with Den-Mat is in the normal course of our operations. The reclassification increased our operations expenses by $4,323,207, while reducing our other expenses by the same amount, resulting in no net impact upon our consolidated net loss for the year ended March 31, 2009.

 

On March 29, 2010, concurrently with the execution of the First Fit Amendment (as described above), the Company and Den-Mat entered into Amendment No. 2 to the Amended and Restated Distribution, License and Manufacturing Agreement (“Glamsmile Amendment”) with Den-Mat pursuant to which certain provisions of a certain Amended and Restated Distribution, License and Manufacturing Agreement previously entered into by the Company and Den-Mat on June 3, 2009 and subsequently amended on August 11, 2009, were amended.  The Glamsmile Amendment became effective concurrently with the effectiveness of the First Fit Amendment.  Among other things, the Glamsmile Amendment (1) permits the Company to purchase its requirements for GlamSmile Products from another party, other than Den-Mat, provided Company pays De-Mat a royalty payment on net revenues received by Company per unit/tooth, (2) decreases the percentage of securities to be covered in a warrant to purchase securities of B2C Market Subsidiary and the exercise price of such warrant to be issued to Den-Mat  in the event a B2C Market Subsidiary is formed under the terms set forth in such agreement, (3) expands the definition of “Excluded Market” to include Australia, Belgium, France and United Arab Emirates, and (4) provides a consulting fee, equal to a percentage of net revenues received by Den-Mat from the Sale of Unit/Teeth and trays, to the Company for its services, support and certain additional consideration, (5) terminates certain provisions relating to minimum requirement obligations and rights, and (6) amends the formula for calculation a certain exit fee in the event of a change of control.

 

On March 27, 2012, the distribution agreements with Den-Mat were terminated pursuant to a certain Termination and Distribution Agreement with Den-Mat (“Den-Mat Distribution Agreement”). Pursuant to the Den-Mat Distribution Agreement, we granted Den-Mat a non-exclusive, irrevocable, perpetual, royalty free, license to use within certain territory, which among other territories excludes China, Macau, Hong Kong, and Taiwan, the intellectual property that was the subject of the license to Den-Mat under the Amended and Restated Distribution, License and Manufacturing Agreement dated June 3, 2009, as amended from time to time (“Prior Agreements”), as such intellectual property relates the products which was the subject of the Prior Agreements. In connection with the termination of the Prior Agreements, under the Den-Mat Distribution Agreement, Den-Mat agreed to pay us $200,000.

 

Guy De Vreese, our Chairman of the Board and Chief Executive Officer, is the managing director of our subsidiary, Remedent N.V.  Mr. De Vreese provides his services as Remedent N.V.’s Managing Director through his company, Lausha, N.V.  Lausha, N.V.  has an oral consulting arrangements with Remedent N.V. that provide for Mr. De Vreese’s services and is a  company controlled by Mr. De Vreese.  On March 20, 2006, Lausha N.V. and Lident N.V. merged into Lausha N.V., controlled by Mr. De Vreese.  Lausha N.V. received a total of $324,692 and $348,299 as compensation for services relating to his duties as Managing Director of Remedent N.V. on a-day-to-day basis for the years ending March 31, 2013 and March 31, 2012, respectively.

 

Director Independence

 

Due the Company’s size and limited resources, the Company does not have a separate compensation, nominating or audit committee.  The Board of Directors has determined that Mr. Kolsteeg is “independent,” as independence is defined in the listing standards for the Nasdaq Stock Market.  Accordingly, we have one director who is “independent.”

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Audit Fees . The aggregate fees paid for the annual audit of financial statements included in our Annual Report for the year ended March 31, 2019 and the review of our quarterly reports for such year amounted to $34,292. The aggregate fees paid for the annual audit of financial statements included in our Annual Report for the year ended March 31, 2018 and the review of our quarterly reports for such year, amounted to $30,524.

 

Audit Related Fees . For the years ended March 31, 2019 and March 31, 2018, we paid $7,250 and $7,000, respectively, to our auditors for other audit related fees.

 

38

 

 

Tax Fees. For the years ended March 31, 2019 and March 31, 2018, we paid $Nil and $Nil, respectively, to our auditor for fees associated with tax return preparation.

 

The above-mentioned fees are set forth as follows in tabular form:

 

   2019   2018 
Audit Fees  $34,292   $30,524 
Audit Related Fees  $7,000   $7,000 
Tax Fees  $-   $- 
All Other Fees  $-   $- 

 

The Company’s Board of Directors serves as the Audit Committee and has unanimously approved all audit and non-audit services provided by the independent auditors. The independent accountants and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.

 

There have been no non-audit services provided by our independent accountant for the year ended March 31, 2019.

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)(1)Financial Statements.

Consolidated balance sheet as of March 31, 2019 and March 31, 2018, and the related consolidated statements of operations, stockholders’ equity, cash flows, and comprehensive loss for each of the years in the 2 years period ended March 31, 2019.

 

(a)(2)Schedules.

All schedules have been omitted because they are not required, not applicable, or the information is otherwise set forth in the consolidated financial statements or the notes thereto.

 

(a)(3)Exhibits.

The information required by this Item is set forth in the section of this Annual Report entitled “EXHIBIT INDEX” and is incorporated herein by reference.

 

39

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  REMEDENT, INC.
   
Dated: June 28, 2019 /s/ Guy De Vreese 
  By: Guy De Vreese
  Its: Chief Executive Officer (Principal Executive
  Officer)
   
Dated: June 28, 2019 /s/ Philippe Van Acker
  By: Philippe Van Acker
  Its: Chief Financial Officer (Principal Financial
  Officer and Principal Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: June 28, 2019 /s/ Guy De Vreese
  Guy De Vreese, Chairman of the Board of Directors, and
  Chief Executive Officer (“Principal Executive Officer”)
   
Dated: June 28, 2019 /s/ Philippe Van Acker
  Philippe Van Acker, Director and Chief Financial
  Officer  (Principal Financial Officer and
  Principal Accounting Officer)
   
Dated: June 28, 2019 /s/ Fred Kolsteeg
  Fred Kolsteeg, Director

 

40

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
2.1   Stock Exchange Agreement with Resort World Enterprises, Inc. (1)
     
3.1   Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada corporation, dated July 31, 1986 (1)
     
3.2   Amendment to Articles of Incorporation changing name from Jofran Confectioners International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada corporation, dated July 31, 1986 (1)
     
3.3   Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated January 9, 1987 (1)
     
3.4   Amendment to Articles of Incorporation changing name from Cliff Graphics International, Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated March 8, 1995 (1)
     
3.5   Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated November 20, 1997 (1)
     
3.6   Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions, Inc., a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation, dated August 18, 1998 (1)
     
3.7   Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc., a Nevada corporation, to Remedent, Inc., dated October 5, 1998 (1)
     
3.8   Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2)
     
3.9   Amended and Restated Bylaws (2)
     
4.1   Specimen of Stock Certificate (3)
     
10.1   Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001 (1)
     
10.2   2004 Incentive and Nonstatutory Stock Option Plan (4)
     
10.3   Voting Agreement between Remedent, Inc., and Robin List, dated December 10, 2008    (5)
     
10.4   Distribution, License and Manufacturing Agreement dated as of January 20, 2012, (the “Effective Date”) by and among Remedent, Inc., a Nevada corporation (“Remedent Nevada”), Remedent N.V., a company incorporated under the laws of Belgium (“Remedent Belgium) and GlamSmile Dental Technology, Ltd., a company incorporated under the laws of the Cayman Islands (7) 
     
10.5   Termination and License Agreement dated March 27, 2012 (7) 
     
14.1   Code of Ethics, adopted March 25, 2003 (6)
     
21.1   List of Subsidiaries*

 

41

 

 

31.1   Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.*
     
31.2   Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.*
     
32.1   Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.*
     
32.2   Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.*

 

101.INS   XBRL Instance Document (*)
101.SCH   XBRL Taxonomy Extension Schema (*)
101.CAL   XBRL Taxonomy Extension Calculation Linkbase (*)
101.DEF   XBRL Taxonomy Extension Definition Linkbase (*)
101.LAB   XBRL Taxonomy Extension Label Linkbase (*)
101.PRE   XBRL Taxonomy Extension Presentation Linkbase (*)

 

 

*Filed herewith

 

(1)Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July 24, 2002.

 

(2)Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.

 

(3)Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.

 

(4)Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005.

 

(5)Incorporated by reference from Form 8-K filed with the SEC on December 16, 2008.

 

(6)Incorporated by reference from Form 10-KSB filed with the SEC on July 15, 2003.

 

(7)Incorporated by reference from Form 10-KSB filed with the SEC on July 16, 2012.

 

42

 

 

REMEDENT, INC. AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

 

MARCH 31, 2019

 

Index

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
   
CONSOLIDATED BALANCE SHEETS F-2
   
CONSOLIDATED STATEMENTS OF OPERATIONS F-3
   
 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) F-4
   
CONSOLIDATED STATEMENTS OF CASH FLOWS F-5
   
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) F-6
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Remedent, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Remedent, Inc. and its subsidiaries (the “Company”) as of March 31, 2019 and March 31, 2018 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two year period ended March 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2019 and March 31, 2018, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two year period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Vandelanotte Bedrijfsrevisoren CVBA

Statutory Auditors

Represented by

 

/s/ René Van Asbroeck  
Registered Auditor  

 

We have served as the Company’s auditor since 2013

 

Brussels - Belgium, June 27, 2019

 

F - 1

 

 

REMEDENT, INC.

CONSOLIDATED BALANCE SHEETS

 

   March 31, 2019   March 31, 2018 
         
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents  $66,539   $92,875 
Accounts receivable, net of allowance for doubtful accounts of $157,903 at March 31, 2019 and $189,926 at March 31, 2018   233,908    1,157,424 
Inventories, net   110,962    123,112 
Prepaid expense   244,524    297,211 
Total current assets   655,933    1,670,622 
PROPERTY AND EQUIPMENT, NET   125,733    143,682 
OTHER ASSETS          
Equity investment in GlamSmile Asia Ltd (Note 3)   2,306,817    2,245,137 
Investment in Condor Technology (Note 3)   1,335,680    1,378,653 
Equity investment in Metrics in Balance (Note 3)   3,472,011     
Total assets  $7,896,174   $5,438,094 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
CURRENT LIABILITIES:          
Accounts payable  $1,919,095   $1,569,067 
Accrued liabilities   450,347    423,539 
Deferred revenue   63,852    81,875 
Due to related parties       51,778 
Total current liabilities   2,433,294    2,126,259 
           
EQUITY:          
Preferred Stock $0.001 par value (10,000,000 shares authorized, none issued and outstanding)        
Common stock, $0.001 par value; (50,000,000 shares authorized, 19,995,969 shares issued and outstanding at March 31, 2019 and March 31, 2018 respectively)   19,996    19,996 
Treasury stock, at cost; 723,000 shares outstanding at March 31, 2019 and March 31, 2018  respectively   (831,450)   (831,450)
Additional paid-in capital   24,906,269    24,906,269 
Accumulated deficit   (17,717,166)   (20,024,323)
Accumulated other comprehensive income (loss)   (1,082,992)   (936,553)
Obligation to issue shares (Note 3)   97,500    97,500 
Total Remedent, Inc. stockholders’ equity   5,392,157    3,231,439 
Non-controlling interest   70,723    80,396 
Total stockholders’ equity   5,462,880    3,311,835 
Total liabilities and equity  $7,896,174   $5,438,094 

 

COMMITMENTS (Note 14)

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

 

F - 2

 

 

REMEDENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the years ended
March 31,
 
   2019   2018 
         
Net sales  $1,603,741   $2,699,855 
Cost of sales   486,495    917,915 
Gross profit   1,117,246    1,781,940 
Operating Expenses          
Research and development   120    1,860 
Sales and marketing   727,897    916,557 
General and administrative   1,008,806    1,063,981 
Depreciation and amortization   97,770    100,306 
TOTAL OPERATING EXPENSES   1,834,593    2,082,704 
OPERATING INCOME (LOSS)   (717,347)   (300,764)
NON-OPERATING INCOME (EXPENSE)          
Equity income from investments (Note 3)   2,851,529    274,892 
Interest expense   (10,643)   (10,822)
Other (expense)   (3,542)   (5,180)
TOTAL OTHER INCOME   2,837,344    258,890 
PROFIT (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES   2,119,997    (41,874)
Income tax recovery (expense)   (874)   (1,595)
NET (LOSS) BEFORE NON-CONTROLLING INTEREST, NET OF TAX   2,119,123    (43,469)
NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTEREST   9,673    (11,122)
NET (LOSS) ATTRIBUTABLE TO REMEDENT INC. COMMON SHAREHOLDERS  $2,128,796   $(54,591)
PROFIT (LOSS) PER SHARE          
Basic  $0.011   $(0.00)
Fully diluted  $0.02   $(0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING          
Basic   19,995,969    19,995,969 
Fully diluted   19,995,969    19,995,969 

 

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

F - 3

 

 

REMEDENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

   For the year ended
March 31,
 
   2019   2018 
         
Net income (loss)  $2,119,123   $(43,469)
           
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:          
Foreign currency translation adjustments   31,922    (680)
Fair value adjustment on AFS investment Condor Technologies (formerly MFI)       178,361 
 TOTAL OTHER COMPREHENSIVE INCOME (LOSS)   31,922    177,681 
           
TOTAL COMPREHENSIVE (LOSS) INCOME   2,151,045    134,212 
LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS   9,673    (11,122)
COMPREHENSIVE PROFIT ATTRIBUTABLE TO REMEDENT, INC. common shareholders  $2,160,718   $123,090 

 

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

 

F - 4

 

 

REMEDENT, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2019 AND 2018 

 

   Shares   Amount   Additional
Paid in
Capital
   Obligation to
Issue
Shares
   Accumulated
Deficit
   Treasury
Stock
   Other
Comprehensive
Income (Loss)
   Total   Non-
controlling
Interest
(net of OCI)
   Total 
       $   $   $   $   $   $   $   $   $ 
                                         
Balance, March 31, 2017   19,995,969    19,996    24,906,269    97,500    (19,969,732)   (831,450)   (1,114,234)   3,108,349    69,274    3,177,623 
                                                   
Other comprehensive income                           177,681    177,681        177,681 
                                                   
Net income (loss) for the year                   (54,591)           (54,591)   11,122    (43,469)
                                                   
Balance, March 31, 2018   19,995,969    19,996    24,906,269    97,500    (20,024,323)   (831,450)   (936,553)   3,231,439    80,396    3,311,835 
                                                   
ASU 2016-01 Transition Adjustment                   178,361        (178,361)            
                                                   
Other comprehensive income                           31,922    31,922        31,922 
                                                   
Net income  for the year                   2,128,796            2.128.796    (9,673)   2.119,123 
                                                   
Balance, March 31, 2019   19,995,969    19,996    24,906,269    97,500    (17,717,166)   (831,450)   (1,082,992)   5,392,157    70,723    5,462,880 

 

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

 

F - 5

 

 

REMEDENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the year ended March 31, 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)  $2,119,123   $(43,469)
Adjustments to reconcile net profit to net cash used by operating activities:          
Depreciation and amortization   97,770    100,306 
Inventory reserve   (61,112)   78,641 
Allowance for doubtful accounts   (32,023)   25,605 
Investment income   (2,851,529)   (274,892)
Changes in operating assets and liabilities:          
Accounts receivable   923,516    (214,173)
Inventories   12,150    (12,708)
Prepaid expenses   52,687    (213,072)
Accounts payable   350,030    530,382 
Accrued liabilities   26,808    (17,711)
Deferred revenue   (18,024)   9,640 
Due to related parties   (51,778)   51,778 
Net cash provided by operating activities   567,618    20,327 
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of equipment       (4,471)
Net cash used by investing activities       (4,471)
NET INCREASE IN CASH   567,618    15,856 
Effect of exchange rate changes on cash and cash equivalents   (593,054)   (70,087)
CASH AND CASH EQUIVALENTS, BEGINNING   92,875    147,106 
CASH AND CASH EQUIVALENTS, ENDING  $66,539   $92,875 
Supplemental Cash Flow Information :          
Interest paid  $10,643   $10,822 
Income taxes paid  $   $ 

 

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

 

F - 6

 

 

REMEDENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION

 

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 its facility in Ghent, Belgium as well as outsourced manufacturing 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, 2019, March 31, 2018 and March 31, 2017, 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 March 31, 2019 the Company had a working capital deficit of $1,777,361 and an accumulated deficit of $17,717,166. 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.

 

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 March 31, 2019.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Principles of Consolidation

 

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), Condor North America LLC, a Nevada corporation, 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), Remedent N.V.’s 80% owned subsidiary, GlamSmile Rome, an Italian private company located in Rome (effective March 31, 2014 this subsidiary is inactive)

 

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.

 

F - 7

 

 

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.

 

Pervasiveness of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates estimates and judgments, including those related to revenue, bad debts, inventories, fixed assets, intangible assets, stock based compensation, income taxes, and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes reasonable in the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue from product sales when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and collection of the resulting receivable is reasonably assured. Sales allowances are estimated based upon historical experience of sales returns.

 

Revenues from product sales are recognized when the product is shipped and title and risk of loss has passed to the customer, typically upon delivery and when the quantity and price is fixed and determinable, and when collectability is reasonable assured.

 

Upfront fees are recognized upon the date of the agreement (i.e. point of sale) because they relate solely to the sale of territories (that are sold in perpetuity), are non-refundable, and are not contingent upon additional deliverables.

 

We have evaluated all deliverables in our contracts (per ASC 605-25-5) ((a) territory & (b) manufacturing/marketing training & development fees) and determined that they are separate, as follows:

 

·Both (a) & (b) have value to our customers on a standalone basis and can be sold by our customers separately.

 

·Delivery or performance of the undelivered item or items is considered probable and substantially in our control.

 

Our development fees/milestone payments are recognized in accordance with the Milestone Method pursuant to FASB ASC 605.  Revenues from milestones related to an arrangement under which we have continuing performance obligations i.e. specifically scheduled training and development activities, if deemed substantive, are recognized as revenue upon achievement of the milestone. Milestones are considered substantive if all of the following conditions are met: (a) the milestone is non-refundable; (b) achievement of the milestone was not reasonably assured at the inception of the arrangement; (c) substantive effort is involved to achieve the milestone; and (d) the amount of the milestone appears reasonable in relation to the effort expended. If any of these conditions is not met, the milestone payment is deferred and recognized as revenue as we complete our performance obligations.

 

We receive royalty revenues under license agreements with third parties that sell products based on technology developed by us or to which we have rights. The license agreements provide for the payment of royalties to us based on sales of the licensed product. We record these revenues as earned monthly, based on reports from our licensees.

  

Shipping and Handling

 

Shipping and handling costs are included as a component of cost of sales.  Shipping and handling costs billed to customers are included in sales.

 

Impairment of Long-Lived Assets

 

Long-lived assets consist primarily of patents and property and equipment. The recoverability of long-lived assets is evaluated by an analysis of operating results and consideration of other significant events or changes in the business environment. If impairment exists, the carrying amount of the long-lived assets is reduced to its estimated fair value, less any costs associated with the final settlement.  To date, management has not identified any impairment of property and equipment.  There can be no assurance, however, that market conditions or demands for the Company’s services will not change which could result in future long-lived asset impairment.  There were no impairment charges during the periods presented.

 

F - 8

 

 

Business Combinations

 

On April 1, 2010, the Company adopted the new accounting guidance for business combinations according to FASB Codification ASC 805, Business Combinations. This guidance establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, goodwill, and any non-controlling interest in the acquire, as well as disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. Additionally, it provides guidance for identifying a business combination, measuring the acquisition date, and defining the measurement period for adjusting provisional amounts recorded. The implementation of this standard did not have an impact on the Company’s consolidated financial statements.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash or cash equivalents.

 

Non-Controlling Interest

 

The Company adopted ASC Topic 810 Non-controlling Interests in Consolidated Financial Statements — an Amendment of Accounting Research Bulletin No. 51 as of April 1, 2009. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. ASC Topic 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the non-controlling owner. The adoption of ASC Topic 810 impacted the presentation of our consolidated financial position, results of operations and cash flows.

 

Fair Value of Financial Instruments

 

The Company applies the provisions of accounting guidance, FASB Topic ASC 820 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, equity investments, accounts payable andaccrued liabilities. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values because of the short maturities of those instruments. The Company’s investment in Condor Technologies (formerly MFI) is accounted for as a financial instrument with a readily determinable fair value and is initially measured at fair value with all subsequent gains and losses recorded in income.The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 – Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 – Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

 

F - 9

 

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company sells professional dental equipment to various companies, primarily to distributors located in Western Europe, Middle East, the United States of America, Asia and China. The terms of sales vary by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable is reported at net realizable value and net of allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable.

 

Inventories

 

The Company purchases certain of its products in components that require assembly prior to shipment to customers. All other products are purchased as finished goods ready to ship to customers.

 

The Company writes down inventories for estimated obsolescence to estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, then additional inventory write-downs may be required. Inventory reserves for obsolescence totaled $597,433 at March 31, 2019 and $658,545 at March 31, 2018.

 

Prepaid Expense

 

The Company’s prepaid expense consists of prepayments to suppliers for inventory purchases and to the Belgium customs department, to obtain an exemption of direct VAT payments for imported goods out of the European Union (“EU”). This prepayment serves as a guarantee to obtain the facility to pay VAT at the moment of sale and not at the moment of importing goods at the border. Prepaid expenses also include VAT payments made for goods and services in excess of VAT payments received from the sale of products as well as amounts for other prepaid operating expenses.

 

Property and Equipment

 

Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.

 

The Company depreciates its property and equipment for financial reporting purposes using the straight-line method based upon the following useful lives of the assets:

 

Tooling 3 years
Furniture and fixtures 4 years
Machinery and Equipment 4 years

 

Patents

 

Patents consist of the costs incurred to purchase patent rights and are reported net of accumulated amortization. Patents are amortized using the straight-line method over a period based on their contractual lives.

 

Research and Development Costs

 

The Company expenses research and development costs as incurred.

 

Advertising

 

Costs incurred for producing and communicating advertising are expensed when incurred and included in sales and marketing and general and administrative expenses. For the years ended March 31, 2019 and March 31, 2018, advertising expense was $138,747 and $218,663, respectively.

 

F - 10

 

 

Income taxes

 

Income taxes are accounted for under the asset and liability method as stipulated by Accounting Standards Codification (“ASC”) 740 formerly Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized.

 

Effective February 1, 2008, the Company adopted certain provisions under ASC Topic 740, Income Taxes, (“ASC 740”), which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company’s adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes. The adoption of ASC 740 did not have an impact on the Company’s financial position and results of operations.

 

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax position would then be recorded if the Company determined it is probable that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of March 31, 2019, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities.

 

 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 period is as follows:

 

  

Year ended

March 31, 2019

  

Year ended

March 31, 2018

 
Product warranty liability:          
Opening balance  $6,164   $5,333 
Accruals for product warranties issued in the period       831 
Adjustments to liabilities for pre-existing warranties   (545)    
Ending liability  $5,619   $6,164 

 

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 $5,619 and $6,164 as of March 31, 2019 and March 31, 2018, respectively.

 

Segment Reporting

 

“Disclosure About Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company’s management considers its business to comprise one segment for reporting purposes.

 

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.

 

F - 11

 

 

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 March 31, 2019 and 2018, the Company had 19,995,969, shares of common stock issued and outstanding. At March 31, 2019 and 2018, the Company did not have any warrants outstanding, but had Nil and 787,500 options outstanding, respectively.

 

Pursuant to ASC 260-10-50-1(c), if a fully diluted share calculation was computed for the years ended March 31, 2019 and 2018 respectively, it would have excluded all options respectively since the Company’s average share trading price during the last two year period was 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. 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)

 

Comprehensive income (loss) includes all changes in equity except those resulting from investments by owners and distributions to owners, including accumulated foreign currency translation, and unrealized gains or losses on ‘Available For Sale (AFS)’ securities.

 

Stock Based Compensation

 

The Company had a stock-based compensation plan which is described more fully in Note 12. The Company measures the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest.

 

Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either:

 

(1) The date at which a commitment for performance by the counter party to earn the equity instruments is established; or

 

(2) The date at which the counter party’s performance is complete.

 

Risk Management

 

The Company’s credit risk is primarily attributable to its accounts receivable. The amounts presented in the accompanying consolidated balance sheets are net of allowances for doubtful accounts, estimated by the Company’s management based on prior experience and the current economic environment. The Company is exposed to credit-related losses in the event of non-payment by customers. Credit exposure is minimized by dealing with only credit worthy counterparties. Accounts receivable for the Company’s five primary customers totaled $92,409 or 23.59% at March 31, 2019 (March 31, 2018 - $1,052,534 or 78.12%).

 

The credit risk on cash and cash equivalents is limited because the Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has not experienced any material losses in such accounts.

 

The Company is exposed to foreign exchange and interest rate risk to the extent that market value rate fluctuations materially differ from financial assets and liabilities, subject to fixed long-term rates.

 

In order to manage its exposure to foreign exchange risks, the Company is closely monitoring the fluctuations in the foreign currency exchange rates and the impact on the value of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The Company has not hedged its exposure to currency fluctuations.

 

F - 12

 

 

Equity Method Investment

 

The Company accounts for investments using the equity method of accounting if the investment provides the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at cost in the consolidated balance sheets under other assets and adjusted for dividends received and the Company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded through interest and other loss, net in the consolidated statements of income and comprehensive income.

 

New Accounting Pronouncements

 

Adoption of new accounting principles

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” that seeks to provide a single, comprehensive revenue recognition model for all contracts with customers that improve comparability within industries, across industries and across capital markets. Under this standard, an entity should recognize revenue for the transfer of goods or services equal to the amount it expects to be entitled to receive for those goods or services. Enhanced disclosure requirements regarding the nature, timing and uncertainty of revenue and related cash flows exist. To assist entities in applying the standard, a five step model for recognizing and measuring revenue from contracts with customers has been introduced. Entities have the option to apply the new guidance retrospectively to each prior reporting period presented (full retrospective approach) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method).

 

F - 13

 

 

On July 9, 2015, the FASB issued ASU No. 2015-14, deferring the effective date by one year to annual reporting periods beginning after December 15, 2017. Early adoption is permitted. In April 2016, the FASB issued ASU No. 2016-10, which clarifies the “identifying performance obligations and licensing implementations guidance” aspects of Topic 606. In May 2016, the FASB issued ASU No. 2016-11, which amends and or rescinds certain aspects of the Accounting Standards Codification (“ASC”) to reflect the requirements under Topic 606. Additionally, the FASB issued ASU No. 2016-12, which clarifies the criteria for assessing collectibility, permits an entity to elect an accounting policy to exclude from the transaction price amounts collected from customers for all sales taxes, and provides a practical expedient that permits an entity to reflect the aggregate effect of all contract modifications that occur before the beginning of the earliest period presented in accordance with Topic 606. In December 2016, the FASB issued ASU No. 2016-20, which clarifies several additional aspects of Topic 606 including contract modifications and performance obligations.

 

The Company adopted the above accounting standards on April 1, 2018 under the modified retrospective method and the adoption had no material effect on the consolidated financial statements.

 

On April 1, 2018, the Company adopted ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities, which changes the income statement impact of equity investments held by an entity. The amendments require the unrealized gains or unrealized losses of equity instruments measured at fair value to be recognized in net income. As a result of our adoption of this ASU we are no longer recognizing unrealized holding gains on losses on equity securities previously classified as available for sale in other comprehensive income. . Further, as required under this ASU we have recorded a transition date adjustment to our opening balance sheet as at April 1, 2018 to recognize the cumulative-effect of the adoption of ASU 2016-01 by reclassifying $178,361 in unrealized income from other comprehensive income to deficit.

  

Accounting Pronouncements Not Yet Adopted

 

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.

 

3.LONG-TERM INVESTMENTS

 

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:

 

1. 325,000 Euro (US$466,725).  As of March 31, 2011 the full amount was paid.
2. 250,000 shares of common stock to be issued during the fiscal year ended March 31, 2011($97,500 was recorded as an obligation to issue shares as at March 31, 2010).  The parties have agreed that the shares will be issued during fiscal year ended March 31, 2016.
3. 100,000 options on closing (issued);
4. 100,000 options per opened store at closing (issued);
5. 100,000 options for each additional store opened before the end of 2011 at the price of the opening date of the store;
6. Assumption of Glamsmile’s January 1, 2010 deficit of $73,302.; and
7. Repayment of the founding shareholder’s original advances in the amount of $196,599.  The balance of $196,599, recorded as due to related parties at March 31, 2010, is unsecured, non-interest bearing and has no specific terms of repayment other than it will be paid out of revenues from Glamsmile, as working capital allows.  During the year ended March 31, 2011 a total of $101,245 was paid to the founding shareholder, leaving a balance due of $95,354 on June 27, 2011. As at March 31, 2012 the full amount was paid.

 

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

 

F - 14

 

 

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 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.

 

The Company has measured its 21.51% ownership in GlamSmile Asia Ltd. at historical cost. As of March 31, 2019, the investment in GlamSmile Asia was fair valued using the income approach and no impairment indicators have been identified.

 

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:

 

Consideration received  $2,000,000 
Fair value of 29.4% interest   2,055,884 
Carrying value of non-controlling interest   1,117,938 
Less: carrying value of former subsidiary’s net assets   (2,002,329)
Goodwill   (699,635)
Investment China & Hong Kong   (1,082)
Rescission agreement  Excelsior   (1,000,000)
   $1,470,776 

 

F - 15

 

 

For the year ended March 31, 2019, the Company recorded equity income of $61,680 (2018 – equity income of $274,892) in “Equity income from investments” for its portion of the net income recorded by GlamSmile Dental Technology Ltd. As at March 31, 2019 and March 31, 2018, unrealized net gains were $61,680 and $274,892 respectively.

 

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

 

Operating data:  March 31, 2019   March 31, 2018 
Revenues  $4,644,421   $6,638,439 
Gross profit   3,952,082    5,689,451 
Income (loss) from operations   380,539    1,513,609 
Net income  $286,752   $1,277,977 

 

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

 

Effective March 31, 2013, the Company acquired 6.12% of the issued and outstanding shares of Medical Franchises & Investments N.V., a Belgium corporation ("Condor Technologies 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 MFI 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. As a result of our adoption of ASU 2016-01, the investment is being recognized as a financial instrument with a readily determinable fair value and an unrecognized loss of $(42,973) has been recorded in income due to the fair value per share at March 31, 2019, being $19.60 (€15,90) per share. Further, as a result of our adoption of ASU 2016-01, we have recorded a transition date adjustment as at April 1, 2018 to reclassify the unrecognized profit of $178,361 recorded in 2018 from other comprehensive income to deficit.

 

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 Company MFI NV was changed and renamed to Condor Technologies NV.

 

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”). As of March 29, 2019, our 60% ownership of SmileWise was merged into MIB, and we converted cash payments to MIB of $123,912 (€ 110,271) to MIB shares; resulting in an increased in our shareholding of MIB by 1,082,190 shares to a total of 1,145,302 or 26.09%. MIB listed on the Euronext, Paris, France in March 2018 and trading has been minimal to date. Consequently, the quoted market price has not been disclosed because it may not be representative of the fair value of our investment. 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.

 

As a result of the increase in share ownership the Company has determined that significant control exists and consequently the investment is being recorded as an equity investment and all gains or losses are recorded in income.

 

During the year ended March 31, 2019 we have recorded $2,832,822 in equity income comprised of a gain on merger of SmileWise in the amount of $3,007,301 resulting from the re-measurement of the value of SmileWise, offset by an equity loss of $174,479. SmileWise was fair valued using an average of discounted cash flow and comparable exit methods employing the following inputs: discounted cash flows using a weighted average cost of capital (“WAAC”) of 23%; software as a service (“SaaS”) multiples, dental industry multiples and mergers and acquisition (“M&A”) multiples of between 5.1 and 18.5. As at March 31, 2019 unrealized net gains on our investment in MIB were $2,832,822.

 

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

 

Operating data:  March 31, 2019 
Revenues  $12,307 
Gross profit   10,544 
Income (loss) from operations   (322,463)
Net income (loss)  $(327,793)

 

F - 16

 

 

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. As of March 29, 2019, 100% of SmileWise was merged into MIB. This merger/integration was completed because SmileWise needed a new ‘practice-building’ clinical concept and MIB needed a team to fill the clinics with patients. SmileWise is a dental marketing agency and software developer catering to dentists.

 

4.CONCENTRATION OF RISK

 

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 March 31, 2019 five customers accounted for a total of 23.59% of the Company’s trade accounts receivable and one of those customers accounted for 6.93% of total accounts receivable. The Company performs ongoing credit evaluations of its customers and normally does not require collateral to support accounts receivable. At March 31, 2018 five customers accounted for a total of 78.12% of the Company’s trade accounts receivable and one of those customers accounted for 60.77% of total 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. As at March 31, 2019, the Company had five suppliers who accounted for 48.86% of unpaid accounts payable and one of those customers accounted for 42.18% of total unpaid accounts payable.

 

As at March 31, 2018, the Company had five suppliers who accounted for 54.48% of unpaid accounts payable and one of those suppliers accounted for 45.43% of total unpaid accounts payable.

 

Revenues — For the year ended March 31, 2019 the Company had five customers that accounted for 64.48% of total revenues and one of those customers accounted for 22.90% of total revenues. For the year ended March 31, 2018 the Company had five customers that accounted for 58.91% of total revenues and one of those customers accounted for 33.12% of total revenues.

 

5.ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

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

 

   March 31, 2019   March 31, 2018 
Accounts receivable, gross  $391,811   $1,347,350 
Less: allowance for doubtful accounts   (157,903)   (189,926)
Accounts receivable, net  $233,908   $1,157,424 

 

6.INVENTORIES

 

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

 

   March 31, 2019   March 31, 2018 
Raw materials  $9,151   $12,683 
Components   121,941    134,660 
Finished goods   577,303    634,314 
    708,395    781,657 
Less: reserve for obsolescence   (597,433)   (658,545)
Net inventory  $110,962   $123,112 

 

7.PREPAID EXPENSES

 

Prepaid expenses are summarized as follows:

 

   March 31, 2019   March 31, 2018 
Prepaid materials and components  $217,172   $235,010 
Prepaid consulting       969 
Prepaid trade show expense   4,933     
VAT payments in excess of VAT receipts   7,355    1,733 
Prepaid rent       1,277 
Other   15,064    58,222 
   $244,524   $297,211 

 

F - 17

 

 

8.PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

   March 31, 2019   March 31, 2018 
Furniture and Fixtures  $478,406   $477,001 
Machinery and Equipment   2,154,822    2,104,720 
    2,633,228    2,581,721 
Accumulated depreciation   (2,507,495)   (2,438,039)
Property & equipment, net  $125,733   $143,682 

 

9.DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

 

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

 

Compensation:

 

During the years ended March 31, 2019 and 2018 respectively, the Company incurred $221,130 and $210,288 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 reflecting arm’s length consideration payable for similar services or transfers.

 

10.ACCRUED LIABILITIES

 

Accrued liabilities are summarized as follows:

 

   March 31, 2019   March 31, 2018 
Accrued employee benefit taxes and payroll  $176,858   $218,361 
Accrued travel   5,619    6,164 
Accrued audit and tax preparation fees   23,255    24,520 
Reserve for warranty costs   5,619    6,164 
Accrued consulting fees   179,669    136,726 
Tax reserve   753    1,412 
VAT to be paid   7,462    12,472 
Other accrued expenses   51,112    17,720 
   $450,347   $423,539 

 

11.INCOME TAXES

 

The domestic and foreign (“Belgium”, “German”, “Italian”, Hong Kong and China) components of income (loss) before income taxes and minority interest were comprised of the following:

 

   March 31, 2019   March 31, 2018 
Domestic  $(655,273)  $(377,939)
Foreign   2,775,270    336,065 
   $2,119,997   $(41,874)

 

The Company’s domestic and foreign components of deferred income taxes are as follows:

 

   March 31, 2019   March 31, 2018 
Domestic — Net operating loss carryforward  $7,984,906   $7,807,982 
Foreign — Net operating loss carryforward   (831,619)   962 
Total   7,153,287    7,808,944 
Valuation allowance   (7,153,287)   (7,808,944)
Net deferred tax assets  $   $ 

F - 18

 

 

Because of the uncertainty surrounding the timing of realizing the benefits of favorable tax attributes in future income tax returns, the Company has placed a valuation allowance against its deferred income tax assets.

  

The principal reasons for the difference between the income tax (benefit) and the amounts computed by applying the statutory income tax rates to the income (loss) for the year ended March 31, 2019 and March 31, 2018 are as follows:

 

   March 31, 2019   March 31, 2018 
Domestic          
Pre tax income (loss)  $(655,273)  $(377,939)
Statutory tax rate   27%   35%
Tax benefit based upon statutory rate   (176,924)   (132,104)
Valuation allowance   176,924    132,104 
Net domestic income tax (benefit)        
Foreign          
Pre tax income (loss)   2,775,270    336,065 
Statutory tax rate   30%   35%
Tax expense (benefit) based upon statutory rate   832,581    117,623 
Permanent differences   (832,581)   (117,623)
         
Net foreign income tax expense (recovery)   874    1,595 
Total Income tax expense (recovery)  $874   $1,595 

 

12.EQUITY COMPENSATION PLANS

 

As of March 31, 2019, 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’s stockholders 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 March 31, 2019 and March 31, 2018 with respect to all compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance.

 

   2004 Plan   2007 Plan 
  

Outstanding

Options

  

Weighted

Average

Exercise

Price

  

Outstanding

Options

  

Weighted

Average

Exercise

Price

 
Options outstanding and exercisable March 31, 2017   357,500   $0.96    1,000,000   $1.21 
Options expired            (570,000)     
Options outstanding and exercisable March 31, 2018   357,500         430,000      
Options expired   (357,500)        (430,000)     
Options outstanding and exercisable March 31, 2019                  

 

F - 19

 

 

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

 

Plan Category  Number of
securities to
be
issued upon
exercise of
outstanding
options,
warrants
and rights
   Weighted-average
exercise price of
outstanding
options
warrants and
rights
   Number of
securities
remaining
available for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in column (a))
 
Equity Compensation Plans approved by security holders      $    1,962,500 
                

For the years ended March 31, 2019 and March 31, 2018 the Company has not recognized any stock based compensation expense in the consolidated statement of operations. No stock options were granted in the years ended March 31, 2019 and March 31, 2018. As of March 31, 2019 all of the Company’s previously outstanding stock options have expired unexercised.

 

13.SEGMENT INFORMATION

 

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. in the year ended March 31, 2019 and the year ended March 31, 2018. Our operations are primarily in Europe and Asia and 100% of our sales for the fiscal year ended March 31, 2019 and 82% of our sales for the fiscal year ended March 31, 2018 were generated from customers outside of the United States.

 

14.COMMITMENTS

 

Real Estate Lease:

 

The Company leases an office facility of 5,187 square feet in Gent, Belgium from an unrelated party pursuant to a lease expiring December 31, 2020 at a base rent of €6,353 per month for the total location ($7,139 per month at March 31, 2019).

 

Secondly, the Company leases an office facility of 635 square feet in Brussels, Belgium from an unrelated party pursuant to a lease expiring June 30, 2018 at a base rent of €969 per month for the total location ($1,089 per month at March 31, 2019).

 

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 March 31, 2019:

 

March 31, 2020   101,923 
March 31, 2021   80,505 
March 31, 2022   5,417 
      
Total:  $187,845 

 

F - 20

 

 

15.   FINANCIAL INSTRUMENTS

 

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:

 

       March 31, 2019   March 31, 2018 
       Carrying   Fair   Carrying   Fair 
   Level   value   Value   value   value 
Cash   1    66,539   $66,539   $92,875   $92,875 
Accounts receivable   2    233,908   $233,908   $1,157,424   $1,157,424 
Long Term investment and advance - GlamSmile Dental Technology Asia   3    2,306,817   $2,306,817   $2,245,137   $2,245,137 
Long term investments and advances Condor   1    1,335,680   $1,335,680   $1,378,653   $1,378,653 
Long term investment in Metrics in Balance   1    3,472,011    3,472,011           
Deferred revenue   2    63,852   $63,852   $81,875   $81,875 
Accounts payable   2    1,919,095   $1,919,095   $1,569,067   $1,569,067 
Accrued liabilities   2    450,347   $450,347   $423,539   $423,539 

 

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 fiscal years ended March 31, 2019 or March 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 2):

 

  

Year ended March 31,

2019

  

Year ended March 31,

2018

 
Long term investments and advances:          
Beginning balance  $2,245,137   $1,970,245 
Gains (losses) included in net loss   61,680    274,892 
Transfers in (out of level 3)        
           
Ending balance  $2,306,817   $2,245,137 

 

Fair values for Level 3 assets are determined based upon management’s cash flow projections.

 

F - 21