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         EXHIBIT 31.2

                           USN CORPORATION FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2005
   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony Runnels, 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.

         August 25, 2005                             /S/ Anthony Runnels
                                                     ---------------------------
                                                     Anthony Runnels
                                                     Chief Financial Officer


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