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 June 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

               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 18, 2003


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