**EXHIBIT 31**

** **

**CERTIFICATION**

 

I,Arturo Alemany, certify that:

 

1.        I have reviewed this annual report onForm 10-KSB of USA Broadband, Inc.;

2.        Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report.

3.        Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this annual report.

4.        The Registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and have:

a)             designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

b)            evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

c)             disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal year thathas materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting.

 

5.        The Registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of the internalcontrol over financial reporting, to the Registrant’s auditors and the auditcommittee of Registrant’s board of directors (or persons performing theequivalent functions):

a)             allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

b)            any fraud,whether or not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial report.

 
| Dated:  October 14, 2003  |
|--------------------------------|
| /s/  Arturo Alemany            |   |
|  Chief  Executive Officer |

 

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**CERTIFICATION**

 

I,Grant Miller, certify that:

 

1.        I have reviewed this annual report onForm 10-KSB of USA Broadband, Inc.;

2.        Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report.

3.        Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this annual report.

4.        The Registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and have:

a)             designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

b)            evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

c)             disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal year thathas materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting.

 

5.        The Registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of theinternal control over financial reporting, to the Registrant’s auditors and theaudit committee of Registrant’s board of directors (or persons performing theequivalent functions):

a)             allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

b)            any fraud,whether or not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial report.

 
| Dated:  October 14, 2003  |
|--------------------------------|
| /s/  Grant Miller              |   |
|  Chief  Financial Officer |

 

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