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EXHIBIT 31

                           USN CORPORATION FORM 10-QSB
                     FOR THE QUARTER ENDED DECEMBER 31, 2004
  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
  PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Terry Washburn, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of USN Corporation
         (the registrant);

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;

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;

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;

         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):

         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.

July 28, 2005                               /s/ Terry Washburn
                                            ------------------------------------
                                            Terry Washburn, Chief Executive
                                            Officer (and equivalent of CFO)


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