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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 2003

     In  connection  with the  Quarterly  Report  of  Remedent  USA,  Inc.  (the
"Company") on Form 10-QSB for the period ending September 30, 2003 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 2003, 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


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          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 18, 2003



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