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 December 31, 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


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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
February 13, 2004


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