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 Amendment to the Annual Report of Remedent USA, Inc. (the
"Company") on Form 10-KSB/A for the period ending March 31, 2002 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, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.    I have reviewed the Report;

2.    Based upon my knowledge, the Report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading;

3.    Based upon my knowledge, the financial statements, and other financial
      information included in the Report, fairly present in all material
      respects the financial condition and results of operations of the Company,
      as of, and for, the periods presented in the Report;

4.    I and the other certifying officers of the Company:

      o     are responsible for establishing and maintaining disclosure controls
            and procedures for the Company;

      o     have designed such disclosure controls and procedures to ensure that
            material information is made known to us, particularly during the
            period in which the Report is being prepared;

      o     have evaluated the effectiveness of the Company's disclosure
            controls and procedures within 90 days of the date of the Report;
            and

      o     have presented in the Report our conclusions about the effectiveness
            of the disclosure controls and procedures based on the required
            evaluation.

5.    I and the other certifying officers have disclosed to the Company's
      auditors and to the audit committee of the board of directors (or persons
      fulfilling the equivalent function):

      o     all significant deficiencies in the design or operation of internal
            controls (a pre-existing term relating to internal controls
            regarding financial reporting) which could adversely affect the
            Company's ability to record, process, summarize and report financial
            data and have identified for the Company's auditors any material
            weaknesses in internal controls; and

      o     any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls.

6.    I and the other certifying officers have indicated in the Report whether
      or not there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to
      the date of their evaluation, including any corrective actions with regard
      to significant deficiencies and material weaknesses.


/s/ Stephen F. Ross
-----------------------
Stephen F. Ross
Chief Financial Officer
October  6, 2004