EXHIBIT 3

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lawrence Weisdorn, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB for MEMS USA, INC.

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 registrant as of, and for, the periods presented in this report;

4.       As registrant's  certifying  officer, I am responsible for establishing
         and  maintaining  disclosure  controls  and  procedures  (as defined in
         Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant 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
                  the registrant  including its  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  registrant'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  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent  fiscal   quarter  that  has
                  materially  affected,   or  reasonably  likely  to  materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting;

5.       As registrant's certifying officer, I have disclosed, based on our most
         recent  evaluation of internal control over financial  reporting to the
         registrant's  auditors and audit committee of the registrant's board of
         directors:

         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
                  registrant'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
                  registrant's internal controls over financial reporting.


/s/ Lawrence Weisdorn
_______________________
Lawrence Weisdorn
Chief Executive Officer
Chief Financial Officer
May 14, 2004