Exhibit 31.2



USN CORPORATION FORM 10-QSB

FOR THE QUARTER ENDED SEPTEMBER 30, 2005

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) AND

RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT, AS
AMENDED



I, Anthony Runnels, certify that:



|1. | I have reviewed this quarterly report on Form 10-QSB of USN Corporation (the registrant);
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|2. | Based on my knowledge, this quarterly 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 quarterly report;
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|3. | Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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|4. | 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 I have;
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a) designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 controls over financial reporting that occurred during the registrants current quarter that has materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial reporting; and;



|5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants
board of directors (or persons performing the equivalent functions):
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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 control over financial reporting.



|                  |  |  |  |                        
|----------------- |  |  |  | -----------------------
|November 21, 2005 |  |  |  | /s/ Anthony Runnels    
|                  |  |  |  | Anthony Runnels        
|                  |  |  |  | Chief Financial Officer



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