Exhibit 3(i)

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               REMEDENT USA, INC.


     FIRST:    The name of this Corporation is:

                                 Remedent, Inc.

     SECOND:   The registered  agent and its  registered  office in the State of
Nevada is:

                       Corporation Trust Company of Nevada
                            6100 Neil Road, Suite 500
                                 Reno, NV 89511

     THIRD:    This  Corporation  is  authorized  to issue two classes of shares
designated "Common Stock" and "Preferred Stock," respectively.  The total number
of shares of Common Stock which this Corporation is authorized to issue is Fifty
Million (50,000,000), par value $0.001 per share, and the total number of shares
of Preferred Stock which this  Corporation is authorized to issue is Ten Million
(10,000,000), par value $0.001 per share.

               Shares of Preferred  Stock may be issued from time to time in one
or more series.  The Board of Directors  shall determine the designation of each
series  and the  authorized  number  of  shares  of each  series.  The  Board of
Directors  is  authorized  to  determine  and  alter  the  rights,  preferences,
privileges  and  restrictions  granted  to or imposed  upon any wholly  unissued
series of shares of Preferred  Stock and to increase or decrease  (but not below
the number of shares of such  series then  outstanding)  the number of shares of
any such series  subsequent to the issue of shares of that series. If the number
of shares of any series of  Preferred  Stock shall be so  decreased,  the shares
constituting  such decrease  shall resume the status which they had prior to the
adoption  of the  resolution  originally  fixing  the  number  of shares of such
series.

               Effective  on June 3, 2005,  every  twenty  (20) shares of Common
Stock issued and outstanding, including such shares of Common Stock reserved for
outstanding  warrants and options,  shall be combined and converted into one (1)
share of Common Stock. As consideration for any resulting fractional shares, the
Corporation  shall issue and deliver scrip to such holders of fractional  shares
in  accordance  with and  pursuant to the  provisions  of Section  78.205 of the
Nevada Revised Statutes.

     FOURTH:   The purpose of this Corporation is to engage in any lawful act or
activity  for which a  corporation  may be  organized  under the Nevada  Revised
Statutes.

     FIFTH:    The duration of this Corporation is to be perpetual.

     SIXTH:    At all elections of directors of the Corporation,  each holder of
stock  possessing  voting  power to as many  votes as equal the number of shares
multiplied by the


number of directors to be elected, and he may cast all of his votes for a single
director or may  distribute  them among the number to be voted for or any two or
more of them, as he may see fit.

     SEVENTH:  No directors or officer of the  Corporation  shall be  personally
liable to the Corporation or any of its  stockholders  for damages for breach of
fiduciary  duty as a director  or officer  involving  any act or omission of any
such director or officer; provided,  however, that the foregoing provision shall
not  eliminate or limit the  liability of a director or officer for: (i) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law; or (ii) the payment of  dividends  in  violation  of Section  78.300 of the
Nevada Revised  Statutes.  Any repeal or modification of this article SEVENTH by
the  stockholders  of the Corporation  shall be prospective  only, and shall not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  Corporation  for  acts or  omissions  prior to such  repeal  or
modification.

     The undersigned  hereby certifies that he is the Chief Executive Officer of
the Corporation and that the foregoing  Second Amended and Restated  Articles of
Incorporation was approved by a vote of the Corporation's  stockholders  holding
such  number of shares  entitling  them to  exercise  at least a majority of the
voting  power  in favor  of  these  Second  Amended  and  Restated  Articles  of
Incorporation, such majority equating to 52.8% of the outstanding voting power.

     IN WITNESS  WHEREOF,  the  undersigned has executed this Second Amended and
Restated  Articles  of  Incorporation  as of this 25th day of May,  2005,  to be
effective as of June 3, 2005.



                                        /s/ Robin List
                                        -----------------------------------
                                        Robin List, Chief Executive Officer