EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934, RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Remedent USA, Inc. (the "Company") on
Form 10-QSB for the period ending September 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen
F. Ross, Chief Financial Officer of the Company, certify, pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934 (the "Exchange Act"),
as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this Report;

(2) Based on my knowledge,  this Report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this Report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in this Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company, as of,
and for, the periods presented in this Report;

(4) I and the other  certifying  officers  of the Company  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a. Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating  to  the  Company,  including  any  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this Report is being prepared;

b.  Evaluated  the  effectiveness  of  the  Company's  disclosure  controls  and
procedures and presented in this Report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this Report based on such evaluation; and

c.  Disclosed in this Report any change in the Company's  internal  control over
financial  reporting  that  occurred  during the  Company's  most recent  fiscal
quarter (the  Company's  fourth fiscal  quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
Company's internal control over financial reporting; and

(5) I and the other certifying officers have disclosed, based on our most recent
evaluation  of internal  control  over  financial  reporting,  to the  Company's
auditors and to the audit  committee  of the  Company's  board of directors  (or
persons performing the equivalent functions):

a. All  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely to adversely affect the Company's ability to record,  process,  summarize
and report financial information; and

b. Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant  role in the  Company's  internal  control over
financial reporting.



                                 /S/ STEPHEN F. ROSS
                                 -----------------------
                                 Stephen F. Ross,
                                 Chief Financial Officer
                                 November 24, 2004