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, 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, 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


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     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 13, 2004

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