UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported) ~~November~~December 1629, 2005

USN CORPORATION

(Exact name of registrant as specified in its charter)


Colorado	33-42701	84-1186026
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5215 North O’Connor, Suite 200

Irving, Texas

76039

(Address of principal executive offices)

(Zip code)

(972) 686-9102

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~Material orDefinitive ~~Principal Officers; Election of Directors; Appointment of Principal Officers~~Agreement.

On ~~November~~December 1629, 2005, ~~Paul~~USN ~~Johnson~~Corporation ~~announced~~(the ~~his~~“Company”) ~~intention~~entered tointo ~~resign~~an ~~as the~~employment ~~Secretary~~agreement ofwith ~~USN~~Brad ~~Corporation~~Berdow ~~(the~~in ~~“Company”)~~connection ~~effective~~with ~~immediately,~~the ~~and~~election of Mr. Berdow as aVice ~~director~~President—Business Development and General Counsel of the Company. ~~effective December~~Mr. 1,Berdow ~~2005~~also serves as Secretary of the Company.

OnPursuant ~~November~~to Mr. ~~16,~~Berdow’s ~~2005~~employment agreement, ~~the~~he ~~Board~~will ofearn ~~Directors~~a base salary of $175,000, subject to increases in the ~~Company~~sole ~~appointed~~discretion ~~Brad~~of ~~Berdow~~the asBoard of Directors of the Company’s. ~~Secretary~~In addition to ~~replace~~the ~~Mr. Johnson.~~base ~~Since April 2003~~salary, the Company granted Mr. Berdow ~~has~~150,000 ~~served~~restricted instock ~~various~~units, ~~senior~~which ~~management~~are ~~positions~~fully atvested ~~USN~~and ~~Television~~entitle ~~Group, Inc~~Mr., Berdow ~~which~~to ~~was~~receive ~~acquired~~150,000 byshares of the Company’s incommon ~~December~~stock ~~2004~~on January 2, 2007. Mr. Berdow ~~began~~may ~~his~~also ~~career~~be ingranted ~~television~~stock ~~retail~~options ~~working~~for atshares ~~The~~of ~~Scoreboard,~~the ~~Inc~~Company’s common stock. ~~in 1994~~The ~~where~~stock heoptions ~~worked~~will ashave aan ~~product~~exercise ~~manager~~price ~~helping~~equal to ~~supply~~the ~~sports~~trading ~~collectibles~~price ~~and~~of ~~programming~~the tocommon ~~various~~stock ~~home~~at ~~shopping~~market ~~networks~~close ~~including~~on ~~QVC~~the date of the grant, ~~The~~and ~~Home~~will ~~Shopping~~vest ~~Network~~ratably ~~and~~1/36th per ~~Valuevision~~month ~~International~~over ~~(currently~~a ~~known~~36 month vesting period; provided that, as ~~ShopNBC)~~of each relevant vesting date, Mr. Berdow is then employed by the Company. In the event the Company terminates Mr. Berdow’s ~~received~~employment ~~his~~without ~~MBA~~cause, ~~from~~the ~~The~~Company ~~Wharton~~will ~~School~~pay a severance equal to a six month portion of ~~the~~Mr. Berdow’s ~~University~~annual base salary. The foregoing description of ~~Pennsylvania,~~Mr. Berdow’s employment agreement does not purport to be complete and ~~his~~is qualified JDin ~~from~~its entirety by the ~~University~~terms of ~~Pennsylvania~~the ~~Law~~employment ~~School~~agreement, which is filed as Exhibit 10.12 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits:


Exhibit Number		Reference
10.12		Employment Agreement dated December 29, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	USN CORPORATION
Date: November 21, 2005	By:	/s/ Mark J. Miller
Date: January 3, 2006	By:	/s/ Mark J. Miller
		Name: Mark J. Miller Title: Chief Executive Officer
		Name: Mark J. Miller
		Title: Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Reference
10.12		Employment Agreement dated December 29, 2005

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