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 June 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
August 12, 2004