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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 2002

In connection  with the Annual  Report of Remedent USA, Inc. (the  "Company") on
Form 10-KSB for the period  ending  March 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, 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
July 14, 2003