UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

          ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                        For the transition period from to

                         COMMISSION FILE NUMBER 0-31193

                                 USIP.COM, INC.
        (Exact name of small business issuer as specified in its charter)

          NEVADA                                                   16-1583162
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                7325 OSWEGO ROAD
                            LIVERPOOL, NEW YORK 13090
                    (Address of principal executive offices)

                                 (315) 451-7515
                           (Issuer's telephone number)
                     ---------------------------------------


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

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes ( X ) No ( )

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  46,632,222 shares of Common Stock,
$.0001 par value, were outstanding as of March 31, 2006.

            TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMS (CHECK ONE):

                                Yes ( ) No ( X )

<PAGE>


                                 USIP.COM, INC.

                              INDEX TO FORM 10-QSB
                                 MARCH 31, 2006


                          PART I FINANCIAL INFORMATION


ITEM 1.           Financial Statements

                  Consolidated Balance Sheets
                  At December 31, 2005 and March 31, 2006

                  Consolidated Statements of Income and
                  Retained   Earnings   For  the  three
                  months ended March 31, 2006 and March
                  31, 2005

                  Consolidated Statements of Cash Flows
                  For  the three months ended March 31, 2006 and March 31, 2005

                  Notes to Consolidated Financial Statements

ITEM 2.           Managements Discussion and Analysis of Financial
                  Condition and Results of Operation

ITEM 3.           Controls and Procedures

                            PART II OTHER INFORMATION

ITEM 1.           Legal Proceedings

ITEM 2.           Changes in Securities and Use of Proceeds

ITEM 3.           Defaults Upon Senior Securities

ITEM 4.           Submission of Matters to a Vote of Security Holders

ITEM 5.           Other Information

ITEM 6.           Exhibits and Reports on Form 8-K

                  Signatures



<PAGE>

                         PART I. FINANCIAL INFORMATION

                                     USIP.COM, INC.
                               CONSOLIDATED BALANCE SHEETS
                          MARCH 31, 2006 AND DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                         (Unaudited)
                                                          March 31,          December 31,
                                                            2006                2005
                                                        --------------      --------------
CURRENT ASSETS
<S>                                                               <C>               <C>
  Cash                                                            $ -               $ 443
  Commissions and Sales Receivable, Net                        68,704              58,025
  Inventory                                                    15,894              15,894
  Prepaid Expenses                                              1,600               1,600
                                                        --------------      --------------

TOTAL CURRENT ASSETS                                           86,198              75,962
                                                        --------------      --------------

FIXED ASSETS
  Telephone and Office Equipment                            1,476,016           1,476,016
  Vehicle                                                      64,733              64,733
                                                        --------------      --------------
                                                            1,540,749           1,540,749
  Less: Accumulated Depreciation                           (1,433,373)         (1,406,642)
                                                        --------------      --------------

               Net Fixed Assets                               107,376             134,107
                                                        --------------      --------------

OTHER ASSETS
  Net Assets of Discontinued Operations                        49,869              60,093
                                                        --------------      --------------

TOTAL ASSETS                                                $ 243,443           $ 270,162
                                                        ==============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable                                          $ 170,416           $ 152,270
  Bank Overdraft                                                3,974                   -
  Line of Credit                                                    -             103,377
  Accrued Payroll and Payroll Taxes                                 -               1,683
  Accrued State Gross Receipts Taxes                            3,350               3,518
  Other Accrued Expenses                                        3,697               5,926
  Related Party Note                                          139,922             245,914
  Current Portion of Long-Term Debt                            34,373              34,373
                                                        --------------      --------------

TOTAL CURRENT LIABILITIES                                     355,732             547,061
                                                        --------------      --------------

Long-Term Liabilities
  Notes Payable                                                31,689              46,265
                                                        --------------      --------------

TOTAL LONG-TERM LIABILITIES                                    31,689              46,265

Net Liabilities of Discontinued Operations                     75,133              76,182
                                                        --------------      --------------

TOTAL LIABILITIES                                             462,554             669,508
                                                        --------------      --------------

STOCKHOLDERS' EQUITY
    Common Stock, $.0001 par value  100,000,000 shares
      authorized, 46,632,222 and 20,004,388 shares
      issued and outstanding at March 31, 2006 and
      December 31, 2005                                         4,663               2,000
  Common Stock to be Issued, 2,500,000 shares at
      December 31, 2005                                             -                 250
  Additional Paid In Capital                                2,498,773           2,259,908
  Retained Earnings                                        (2,722,547)         (2,661,504)
                                                        --------------      --------------

TOTAL STOCKHOLDERS' EQUITY                                   (219,111)           (399,346)
                                                        --------------      --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 243,443           $ 270,162
                                                        ==============      ==============
</TABLE>


   The accompanying notes are an integral part of these financial statements.



<PAGE>

                                          USIP.COM, INC.
                               CONSOLIDATED STATEMENT OF OPERATIONS
                        FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                           (UNAUDITED)

                                          For the three months ended
                                                   March 31,
                                          2006                   2005
                                    ------------------      ----------------
SALES
  Commissions                                $ 11,256               $ 7,970
  Coin Collections                             17,610                21,390
  Dial Around                                  33,155                52,090
  Equipment Sales                                   -                25,924
  Phone Card Sales                                400                 1,745
  Service and Repair Sales                     11,983                17,042
                                    ------------------      ----------------
      Total Sales                              74,404               126,161
                                    ------------------      ----------------

COST OF SALES
  Telecommunications Costs                     30,188                24,547
  Commissions                                     345                   570
  Contractor Fees                                   -                     -
  Repairs and Service Supplies                      -                 1,230
  Depreciation                                 26,731                33,207
  Phone Cards and Phone Costs                     574                29,118
  Travel                                            -                 2,954
                                    ------------------      ----------------
      Total Cost of Sales                      57,838                91,626
                                    ------------------      ----------------

Gross Profit                                   16,566                34,535
                                    ------------------      ----------------



<PAGE>

                                 USIP.COM, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                       For the three months ended
                                                                                                March 31,
                                                                                        2006                 2005
                                                                                  -----------------     ----------------
OPERATING EXPENSES
<S>                                                                                       <C>                  <C>
  Salaries and Wages                                                                      $ 10,087             $ 43,230
  Payroll Taxes                                                                              5,023                5,429
  Insurance                                                                                  6,980                9,603
  Telephone                                                                                     99                2,458
  Outside Services                                                                             876                4,502
  Utilities                                                                                  3,005                1,917
  Vehicle Expenses                                                                             661                1,321
  Rent                                                                                      22,580               22,987
  Professional Fees                                                                          8,624               33,427
  Travel and Entertainment                                                                     571                   31
  Office Expense                                                                             4,241                3,952
                                                                                  -----------------     ----------------
      Total Operating Expenses                                                              62,747              128,857
                                                                                  -----------------     ----------------

Loss from Operations                                                                       (46,181)             (94,322)
                                                                                  -----------------     ----------------

OTHER INCOME (EXPENSE)
  Gain (Loss) on Sale of Equipment                                                               -              (14,727)
  Prov For State Tax                                                                        (1,966)                (810)
  Interest Expense                                                                          (4,932)             (14,882)
                                                                                  -----------------     ----------------
      Total Other Income                                                                    (6,898)             (30,419)
                                                                                  -----------------     ----------------

Net Loss from Operations                                                                   (53,079)            (124,741)
                                                                                  -----------------     ----------------

Discontinued Operations:
  Net Loss from discontinued operations net of tax effects of $0                            (7,964)              (6,714)
  Loss on disposal of discontinued operations net of tax effects of $0                           -                    -
                                                                                  -----------------     ----------------

Total Loss from discontinued operations                                                     (7,964)              (6,714)
                                                                                  -----------------     ----------------

NET INCOME                                                                               $ (61,043)          $ (131,455)
                                                                                  =================     ================

Basic & Diluted Loss Per Share
  Continuing Operations                                                                    $ (0.00)             $ (0.01)
  Discontinued Operations                                                                    (0.00)               (0.00)
                                                                                  -----------------     ----------------
                                                                                           $ (0.00)             $ (0.01)
                                                                                  =================     ================

Weighted Common Shares Outstanding                                                      46,632,222           17,804,388
                                                                                  =================     ================
</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>


                                  USIP.COM, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 For the three months ended
                                                                                          March 31,
                                                                                2006                      2005
                                                                         -------------------        -----------------

Cash Flows From Operating Activities:
<S>                                                                               <C>                     <C>
    Net (Loss)                                                                    $ (61,043)              $ (131,455)
    Adjustments to reconcile net  (loss) to net
        cash provided (used) by operating activities:
             Depreciation Expense                                                    26,731                   33,207
             Loss on Sale of Equipment                                                    -                   14,727
             (Increase) Decrease in Commission Receivables                          (10,679)                 (46,477)
             (Increase) Decrease in Prepaid Insurance                                     -                        -
             Increase (Decrease) in Accounts Payable                                 18,146                   32,468
             Increase (Decrease) in Accrued Payroll                                  (1,683)                       -
             Increase (Decrease) in Accrued Expenses                                 (2,229)                     744
             Increase (Decrease) in Gross Receipts Tax                                 (168)                     810
                                                                         -------------------        -----------------
            Net cash provided(used) in continuing activities                        (30,925)                 (95,976)
            Net cash provided(used) in discontinued activities                       14,799                    8,107
                                                                         -------------------        -----------------
            Net cash (used) by operating activities                                 (16,126)                 (87,869)
                                                                         -------------------        -----------------

Cash Flows From Investing Activities:
             Proceeds from Sale of Equipment                                              -                   13,398
                                                                         -------------------        -----------------
            Net cash provided(used) in continuing activities                              -                   13,398
            Net cash provided(used) in discontinued activities                            -                   12,750
                                                                         -------------------        -----------------
            Net cash (used) by investing activities                                       -                   26,148
                                                                         -------------------        -----------------

Cash Flows From Financing Activities:
            Bank overdraft                                                            3,974                        -
            Proceeds received from Line of Credit                                         -                   11,509
            Proceeds from related party of Notes Payable                             26,033                        -
            Proceeds from issuance of Notes Payable                                       -                   68,624
            Payments on Notes Payable                                               (14,576)                 (15,630)
                                                                         -------------------        -----------------
            Net cash provided(used) in continuing activities                         15,431                   64,503
            Net cash provided(used) in discontinued activities                          252                        -
                                                                         -------------------        -----------------
            Net cash provided by financing activities                                15,683                   64,503
                                                                         -------------------        -----------------

Net Increase (Decrease)  in cash                                                       (443)                   2,782

Cash - Beginning of Period                                                              443                    7,345
                                                                         -------------------        -----------------

Cash - End of Period                                                                    $ -                 $ 10,127
                                                                         ===================        =================

Supplemental Disclosures of Cash Flow Information:
  Cash Paid During Period The Period For:
    Interest                                                                            $ -                  $ 3,857
</TABLE>

   The accompanying notes are an integral part of these financial statements.







<PAGE>

                                 USIP.COM, INC.
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

NOTE 1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

USIP.COM, Inc. is currently a provider of both privately owned and company owned
payphones (COCOT's) and stations in New York State and Pennsylvania. The Company
receives  revenues  from the  collection of the payphone  coinage,  a portion of
usage of service  from each  payphone and a percentage  of long  distance  calls
placed from each  payphone from the  telecommunications  service  providers.  In
addition,  the Company  also  receives  revenues  from the service and repair of
privately  owned  payphones,  sales of  payphone  units and the sales of prepaid
phone cards.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM REPORTING

The unaudited financial statements as of March 31, 2006 and for the three months
then ended reflect, in the opinion of management, all adjustments (which include
only normal  recurring  adjustments)  necessary  to fairly  state the  financial
position and results of operations for the three months.  Operating  results for
interim  periods are not  necessarily  indicative  of the  results  which can be
expected for full years.

MANAGEMENT ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
effect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The  accompanying  consolidated  Financial  Statements  include the  accounts of
USIP.COM,  Inc. and its wholly owned subsidiaries,  Datone, Inc. and NB Telecom,
Inc.   Intercompany   transactions   and  balances   have  been   eliminated  in
consolidation and combination.

CONCENTRATIONS OF CREDIT RISK

The  Company's  payphones  are located  primarily in New York State and parts of
Pennsylvania and usage of those phones may be affected by economic conditions in
those areas. The company has experienced  about a 30% drop in revenue's,  due to
increased  competition  from other  payphone  providers  and  increase  usage of
wireless communications.



<PAGE>

The Company maintains cash balances with a financial  institution insured by the
Federal  Deposit  Insurance  Corporation up to $100,000.  There are no uninsured
balances at March 31, 2006 or December 31, 2005.

Cash and Cash Equivalents

The Company  considers  all highly liquid  instruments  with a maturity of three
months  or  less  when  purchased  to  be  cash   equivalents  for  purposes  of
classification  in the balance sheets and statement of cash flows. Cash and cash
equivalents consists of cash in bank (checking) accounts.

FIXED ASSETS AND DEPRECIATION

Fixed assets are stated at cost.  Depreciation  is calculated on a straight-line
basis over the useful  lives of the  related  assets,  which  range from five to
seven years.

INCOME TAXES

Income  taxes are  accounted  for in  accordance  with  Statement  of  Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under SFAS No. 109,
deferred  income taxes are  recognized  using the asset and liability  method by
applying tax rates to  cumulative  temporary  differences  based on when and how
they are expected to affect the tax return.  Deferred tax assets and liabilities
are adjusted for income tax rate changes.

NET (LOSS) PER COMMON SHARE

Net loss per  common  share has been  calculated  by taking the net loss for the
current period and dividing by the weighted  average  shares  outstanding at the
end of the period.

REVENUE RECOGNITION

The Company derives its primary revenue from the sources described below,  which
includes dial around revenues, coin collections, and telephone equipment repairs
and sales.  Other revenues  generated by the company include,  phone card sales,
and commissions.

Dial around revenues are generated from calls to gain access to a different long
distance carrier than is already  programmed into the phone.  Revenues from dial
around  calls are  recorded  based  upon  estimates  until  the coin  collection
revenues are generated when callers deposit coins into the phones to make calls.
Coin revenues are recorded in an amount equal to the coins  collected.  Revenues
on commissions,  phone card sales, and telephone equipment repairs and sales are
realized when the services are provided.


<PAGE>


NOTE 2.  INVENTORY

Inventory is valued at the lower of cost, determined on the first-in,  first-out
basis (FIFO), or market value. Inventory consists of the following:

                                        March 31,         December 31,
                                          2006                 2005
                                     ----------------     ----------------
 Calling Cards                                $  893               $  893
 Parts and Accessories                        15,001               15,001
                                     ----------------     ----------------
                                            $ 15,894             $ 15,894
                                     ================     ================

NOTE 3.  COMMISSIONS AND SALES RECEIVABLE

Commissions and Sales Receivable consists of the following at March 31, 2006 and
December 31, 2005:

                                           March 31,          December 31,
                                              2006                2005
                                       -------------------  ------------------
  Commissions Receivable                          $66,047             $45,283
  Sales Receivable                                  2,657              12,742
                                       -------------------  ------------------
                                                  $68,704             $58,025
                                       ===================  ==================

NOTE 4.  LONG-TERM DEBT

Long-term debt as of March 31, 2006 and December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                                                                         March 31,         December 31,
                                                                                                                      -
                                                                                            2006               2005
                                                                                     ------------------- ------------------
<S>                                                                                        <C>                <C>
Vehicle Note, Monthly payments of $462 with interest at 9.25%                                    $4,443             $4,845
Vehicle Note, Monthly payments of $261 with interest at 12.4%                                         -                  -
Bank Note, Monthly payments of $1,825 with interest at 7.5%                                      45,591             52,875
Vehicle Note, Monthly payment of $535 w/interest at 8.2%                                          8,896             13,098
Vehicle Note, Monthly payment of $589 w/interest at  8.2%                                         7,132              9,820
Note Payable, Due June 3, 2005, interest at 10%                                                       -                  -
                                                                                     ------------------- ------------------
                                                                                                 66,062             80,638

Less current portion of long-term debt                                                           34,373             34,373
                                                                                     ------------------- ------------------

                                                                                                $31,689            $46,265
                                                                                     =================== ==================
</TABLE>


<PAGE>


                                 USIP.COM, INC.
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005



Aggregate annual maturities  required on long-term debt at December 31, 2005 are
as follows:

     2006                                               $30,202
     2007                                                29,316
     2008                                                16,949
     2009                                                     -
     2010                                                     -
     Thereafter                                               -
                                              ------------------
                                                        $80,638
                                              ==================


NOTE 5.           RELATED PARTY NOTE

The Company has a note with a relative of Joseph  Passalaqua,  Secretary  of the
Company.  The note has a due date of September  22, 2006 and carries an interest
rate of 15%.  As of March 31,  2006 the  outstanding  principal  on the note was
$5,000 and accrued interest was $10.


The  Company  has  several  notes with  Callaway  Properties  with is owned by a
relative of Joseph  Passalaqua,  Secretary of the Company.  These notes have due
dates from July 1, 2005 to March 1, 2007 and carry  interest  rates  between 10%
and 16%. As of March 31, 2006 the outstanding balance was 134,911.

The Company has a note payable to Craig Burton,  President of the Company.  This
note has a due date of November 21, 2007 and carry  interest of 10%. As of March
31, 2006 the outstanding  principal on the note was $5,000 and accrued  interest
was $180.

The Company has  revolving  lines of credit from  Riviera Bay Holding  Trust,  a
beneficial  owner of common  stock,  advances  on the credit line are payable on
demand  and carry an  interest  rate of 8%. As of March  31,  2006  there was no
amount owing.

NOTE 6.           OPERATING LEASES

On January 1, 2006,  the Company  entered into an agreement a two year agreement
to lease office space for its corporate offices for $7,500 a month.

NOTE 7.           MAJOR DIAL AROUND COMPENSATION PROVIDERS (COMMISSIONS)
The  Company  received  approximately  95% of total dial  around  and  zero-plus
compensation (commissions) from two providers.



<PAGE>


NOTE 8.           INCOME TAXES

As of December 31, 2005,  the Company had a net operating loss carry forward for
income tax reporting  purposes of  approximately  $2,830,660  that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

                                                2005               2004
                                         ------------------- ------------------
      Net Operating Losses                          917,735            741,059
      Equipment Obsolescence                       (99,506)           (99,506)
      Valuation Allowance                         (818,229)          (641,553)
                                         ------------------- ------------------
                                                          -                  -
                                         =================== ==================

The  provision  for income  taxes  differs  from the amount  computed  using the
federal US statutory income tax rate as follows:

                                                   2005               2004
                                             ------------------ ---------------
Provision (Benefit) at US Statutory Rate             (176,676)       (137,078)
Equipment Obsolescence                                       -               -
Increase (Decrease) in Valuation Allowance             176,676         137,078
                                             ------------------ ---------------
                                                             -               -
                                             ================== ===============


<PAGE>

The Company evaluates its valuation  allowance  requirements  based on projected
future operations. When circumstances change and causes a change in management's
judgment  about the  recoverability  of deferred  tax assets,  the impact of the
change on the valuation is reflected in current income.

NOTE 9.            GOING CONCERN CONSIDERATIONS

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates the Company as a going concern.  However, the Company has sustained
substantial  operating  losses in recent  years,  it has  increased  its line of
credit  borrowings to meet operating  costs,  while revenue's have declined over
28% for the year ended  December  31, 2005.  The company has a current  ratio of
..139 for the year ended  December 31, 2005,  and has a deficit in  stockholders'
equity.  The Companies  ability to continue as a going concern is dependent upon
obtaining the additional capital as well as additional revue to be successful in
its planned activity.  Management believes that actions presently being taken to
revise the Company's operating and financial  requirements provide them with the
opportunity to continue as a going concern.

These financial statements do not reflect adjustments that would be necessary if
the  Company  were unable to continue  as a "going  concern".  While  management
believes that the actions  already  taken or planned,  will mitigate the adverse
conditions  and  events  which  raise  doubt  about the  validity  of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

If the Company were unable to continue as a "going  concern",  then  substantial
adjustments  would be necessary to the carrying  values of assets,  the reported
amounts of its liabilities,  the reported revenues and expenses, and the balance
sheet classifications used.

NOTE 10.            DISCONTINUED OPERATIONS

On December 27, 2005,  the Company  entered into an agreement with NB Payphones,
LTD., that upon completion,  100% (100 shares) of the NB Payphones' shares would
be  returned,  and the Company  would cease to be a wholly owned  subsidiary  of
USIP.COM,  Inc.  As of the date of this  report,  the  transaction  has not been
completed.





<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD LOOKING STATEMENTS

The  following is a discussion  and analysis of the results of operations of our
company and should be read in  conjunction  with our  financial  statements  and
related notes contained in the Form 10-QSB.  This Form 10-QSB  contains  forward
looking statements that involve risks and uncertainties.  You can identify these
statements by the use of forward-looking words such as "may", "will",  "expect",
"anticipate",  "estimate",  "believe",  "continue",  or other similar words. You
should read statements  that contain these words carefully  because they discuss
our future expectations,  contain projections of our future results of operation
or financial condition or state other "forward-looking"  information. We believe
that it is important to communicate  our future  expectations  to our investors.
However,  there may be events in the  future  that we are  unable to  accurately
predict or  control.  Those  events as well as any  cautionary  language in this
Quarterly statement provide examples of risks, uncertainties and events that may
cause our actual results to differ  materially from the expectations we describe
in our  forward-looking  statements.  You should be aware that the occurrence of
the events described in this Form 10-QSB could have a material adverse effect on
our business,  operating results and financial condition.  Actual results differ
materially  from current  expectations.  Among the factors that could effect our
actual  results and could cause  results to differ from those  contained  in the
forward-looking  statements  contained  herein  is our  ability  to  expand  our
customer base, which will be dependent on business,  financial and other factors
beyond our  control,  including , among  others,  seasonal  aspects  such as the
winter months that tend to reduce the  frequency of outdoor  payphone use on the
east  coast,  ability to  increase  our size and  marketing  area by  purchasing
payphones and locations from independent  telephone  companies,  and whether the
public  uses  our  payphones,  together  with  all  the  risks  inherent  in the
establishment of a new enterprise and marketing of new products.

BASIS OF PRESENTATION

The unaudited consolidated  financial statements of USIP.Com,  Inc. ("USIP", the
"Company",  "our",  or "we"),  include the accounts of USIP.Com Inc. and its two
wholly  owned  subsidiaries:  Datone Inc. and NB Telecom,  Inc. All  significant
inter-company amounts have been eliminated. The unaudited consolidated financial
statements  of USIP  present  herein,  should  be read in  conjunction  with the
audited  consolidated  financial statements of USIP as of and for the year ended
December 31, 2005.  In the opinion of  management,  the  unaudited  consolidated
financial statements  presented herein reflect all adjustments  (consisting only
of  normal  recurring  adjustments)  necessary  for fair  presentation.  Interim
results are not  necessary  indicative  of results to be expected for the entire
year.

We prepare our  consolidated  financial  statements in accordance with generally
accepted accounting principles, which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ from these
estimates.

Certain of the statements contained below are forward-looking statements (rather
than historical  facts) that are subject to risks and  uncertainties  that could
cause actual results to differ materially from such forward-looking statements.

IMPACT OF INFLATION

Inflation is not considered a material factor affecting the Company's  business.
General  operating  expenses such as salaries,  employee  benefits and occupancy
costs are, however, subject to normal inflationary pressures

SEASONALITY

The  Company's  revenues  from  payphone  operation  are  affected  by  seasonal
variations,  geographic distribution of payphones and type of location.  Because
the Company operates in the northeastern part of the country with many of the

<PAGE>


payphones located outdoor, weather patterns affect our revenue streams. Revenues
drop off  significantly  during  winter and  conversely  show an increase in the
spring and  summer.  Revenues  are  generally  lowest in the first  quarter  and
highest in the third quarter.

As of March 31,  2006,  we owned and  operated  a network of  approximately  391
payphones.  Our installed  payphone base generates  revenue from three principle
sources:  coin-calls  and non-coin  calls,  sales and service of  payphones  and
pre-paid phone cards.

1. COMMISSION INCOME.

Commission income includes commissions from operator service  telecommunications
companies  and  commissions  for  toll  free  calls  from  all  payphones.   The
commissions  for  operator  services  are paid 45 days in  arrears.  Dial Around
compensation  is billed  quarterly and received three and one half months behind
the billed quarter.

2. COIN CALLS.

Coin calls  represent  calls paid for by  customers  who deposit  coins into the
payphones. Coin call revenue is recorded as the actual amount of coins collected
from the payphones.  Some coin  collections are made on a daily basis and others
more often if the  particular  payphone  has  significant  usage.  The coins are
counted in house and deposited weekly.

3. PAYPHONE SALES, REPAIRS AND PRE-PAID PHONE CARD SALES.

We derive  income from the sale and repair of a payphone.  We can  negotiate the
sale, of a payphone to a site owner when it becomes cost prohibitive to maintain
or if a  customer  offers to buy the phone at a price that is  favorable  to our
company.  The new owner or lessee becomes  responsible  for the  maintenance and
operational  costs of the payphone.  We sell pre-paid phone cards at some of our
payphone  locations.  Sales and  repairs of  payphones  and the sale of pre-paid
phone cards are not subject to the same collection  delays as the other types of
operating income.

COSTS RELATED TO OUR OPERATION.

The principle costs related to the ongoing operation of the Company's  payphones
include telephone charges, commissions,  service, maintenance and network costs.
Telephone  charges consist of payments made by the Company to LEC or competitive
local exchange carriers and long distance carrier for access to and use of their
telecommunications networks. Commission expense represents payments to owners or
operators of the premises at which a payphone is located.  Service,  maintenance
and network cost represent the cost of servicing and  maintaining  the payphones
on an ongoing basis.

THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

REVENUES

Our total revenue decreased by $51,757 or approximately 41.03%, from $126,161 in
the three months ended March 31, 2005 to $74,404 in the three months ended March
31, 2006.  This decrease was  primarily  attributable  to the reduced  number of
payphones  we operated  coupled with the  increased  competition  from  wireless
communication services.

Our commissions  increased by $3,286 or approximately 41.23%, from $7,970 in the
three months ended March 31, 2005 to $11,256 in the three months ended March 31,
2006. This increase was primarily due to an increase in toll free phone calls on
our network of payphones.

<PAGE>


Our coin call revenues decreased by $3,780 or approximately 17.68%, from $21,390
in the three  months  ended March 31, 2005 to $17,610 in the three  months ended
March 31, 2006. The decrease in coin call revenue was primarily  attributable to
the  reduced  number  of  payphones  we  operated  coupled  with  the  increased
competition from wireless  communication  services.  We reduced our network from
approximately 557 payphones in 2005 to approximately 391 in 2006.

Our non-coin call revenue,  which is comprised  primarily of dial-around revenue
and operator service revenue decreased $18,935 approximately 36.35% from $52,090
in the three  months  ended March 31, 2005 to $33,155 in the three  months ended
March 31, 2006.  This decrease was primarily  attributable  to a decrease in the
number of payphones.
..

Service & Repair Sales increased by $5,059,  when compared to the same period in
2005.  Equipment  sales  decreased  by $25,924 from $25,924 for the three months
ending March 31, 2005 to $0.00 in the three months  ending March 31, 2006.  This
decrease is  primarily  attributed  to a one time large sale of payphones in the
first quarter of 2005. Our phone card revenue  decreased by $1,345 when compared
to 2005.  This  decrease is due to increased  competition  from other phone card
vendors along with loss of various site locations.

COSTS OF SALES

Our overall cost of sales  decreased  for the three months ending March 31, 2006
by $33,788 or  approximately  36.88% when  compared to the three  months  ending
March 31, 2005.  This  decrease in our overall cost is primarily  due to cost of
payphones sold, the cost of providing telephone service to 391 payphones in 2006
as compared to 511 payphones in 2005. This number reflects an overall  reduction
of 120  payphones  due to our  ongoing  strategy  of  identifying  and  removing
unprofitable payphones.  Once a low revenue payphone is identified, we offer the
site owner an opportunity to purchase the equipment.  If the site owner does not
purchase the payphone, we remove it from the site.

Our  commissions'  payable  decreased  by $225 due to a decrease in  non-company
owned payphones sites.  Our  contractor's  fees stayed at $0.00 when compared to
the same period in 2005.  Depreciation expense increased by $6,476 when compared
to the same period in 2005.  This increase is due to certain  assets being fully
depreciated and our on going strategy of identifying unprofitable payphones, and
selling them to the site owners. Once a payphone is sold to the site owner it is
removed from our assets and depreciation  schedules.  We own telephone equipment
and motor vehicles,  which provide a service for a number of years.  The term of
service is commonly  referred to as the "useful  life" of the asset.  Because an
asset  such as  telephone  equipment  or motor  vehicle is  expected  to provide
service for many years, it is recorded as an asset,  rather than an expense,  in
the year acquired.  A portion of the cost of the long-lived asset is reported as
an expense  during  the cost of an asset to expense  over its life in a rational
and systematic manner.

Our cost of sales for repairs,  service, travel and supplies decreased by $4,184
a direct result of the  management  team's  ongoing  efforts to reduce cost. Our
phone card and phone cost expenses decreased by $28,544 when comparing year 2006
to 2005.  This  decrease is  primarily  due to cost of sales on a large one time
sale of payphones in the first quarter 2005.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating  expenses  decreased by $66,110 or approximately  51.31% over the same
period in 2005.  Approximately 37.52 % of this decrease is related to a decrease
of professional  fees directly related with the proposed merger with Cornerstone
Service Group,  Inc.  Salaries and related payroll taxes were reduced by $33,143
when compared to the same expenses for 2005. Our insurance  expense decreased by
$2,623 when compared to the same fiscal period 2005.  This decrease is primarily
attributable to the decrease in payroll. Rent decreased by $107 when compared to
2005. Professional fees decreased by $24,803 over 2005. These are fees we pay to
accountants  and attorneys  throughout  the year for  performing  various tasks.
Expenses  for outside  services  decreased by $3,626 over 2005.  Our  telephone,
utilities, office, vehicle and travel & entertainment expenses, together account
for an increase of $11,659  when  compared to the same period  ending  March 31,
2005.

GOING CONCERN QUALIFICATION

In their  Independent  Auditor's  Report for the fiscal year ending December 31,
2005,  Robison,  Hill & Co.  states that we have  incurred  annual  losses since
inception  raising  substantial  doubt  about our ability to continue as a going
concern.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW

Our primary  sources of liquidity  have been cash from  operations and borrowing
from various credit facilities.  As of March 31, 2006, we have a note payable to
Key Bank in the amount of  $45,591.  In  addition,  we have  unsecured  lines of
credit  with Lilly Beter  Capital  Group,  Ltd.  in the amount of  $500,000  and
Riviera Bay Holding Trust in the amount of $100,000,  as of March 31, 2006 these
lines have been paid in full respectively.


<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

a) As of the end of the period  covered by this  report,  an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures  (as defined in Rules 13a 15(e) and 15d 15e under the Securities
Exchange  Act of  1934)  was  performed  under  the  supervision  and  with  the
participation  of the Company's  President and Controller,  pursuant to Exchange
Act Rule  13a-15.  Based  upon that  evaluation,  the  Company's  President  and
Controller have concluded that the Company's  disclosure controls and procedures
are effective for the purpose of ensuring that material  information required to
be disclosed in this quarterly report is recorded,  processed,  summarized,  and
reported  within the  applicable  time periods  specified by the SEC's rules and
forms.

b) There have been no changes in the  Company's  internal  controls  or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

RISKS ASSOCIATED WITH OUR BUSINESS

In addition to the other information in this report,  the following risks should
be considered carefully in evaluating our business and prospects:

UNLESS  WE CAN  REVERSE  OUR  HISTORY  OF  LOSSES,  WE MAY  HAVE TO  DISCONTINUE
OPERATIONS.

If we are unable to achieve or sustain  profitability,  or if  operating  losses
increase  in the future,  we may not be able to remain a viable  company and may
have to  discontinue  operations.  Our expenses have  historically  exceeded our
revenues  and we have had losses in all  fiscal  years of  operation,  including
those in fiscal  years  2004  through  2005,  and the losses  are  projected  to
continue in 2006.  Our net losses were  $403,170  and  $131,455 for fiscal years
ended 2004, 2005 respectively.  We have been concentrating on the development of
our products, services and business plan. Our management believes that we can be
profitable and that our business plan will be successful;  however,  there is no
assurance that we will be successful in  implementing  our business plan or that
we will be profitable now or in the future.

WE WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

We may be  required  to seek  additional  financing  in the future to respond to
increased  expenses or shortfalls in anticipated  revenues,  accelerate  product
development and  deployment,  respond to competitive  pressures,  develop new or
enhanced products, or take advantage of unanticipated acquisition opportunities.
We  cannot  be  certain  we will be able to find such  additional  financing  on
reasonable  terms,  or at all. If we are unable to obtain  additional  financing
when needed, we could be required to modify our business plan in accordance with
the extent of available financing.

IF WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY
ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES,  WHICH COULD
THREATEN OUR FUTURE GROWTH.

If  we  make  any  acquisitions,  we  could  have  difficulty  assimilating  the
operations,  technologies  and  products  acquired or  integrating  or retaining
personnel of acquired companies. In addition,  acquisitions may involve entering
markets in which we have no or limited direct prior  experience.  The occurrence
of any one or more of these factors could disrupt our ongoing business, distract
our  management and employees and increase our expenses.  In addition,  pursuing
acquisition  opportunities  could  divert our  management's  attention  from our
ongoing  business  operations  and result in  decreased  operating  performance.
Moreover, our profitability may suffer because of  acquisition-related  costs or
amortization of acquired goodwill and other intangible assets.  Furthermore,  we
may have to incur debt or issue equity  securities in future  acquisitions.  The
issuance of equity securities would dilute our existing stockholders.

IF  WE  CANNOT  ATTRACT,  RETAIN,  MOTIVATE  AND  INTEGRATE  ADDITIONAL  SKILLED
PERSONNEL, OUR ABILITY TO COMPETE WILL BE IMPAIRED.

Many of our current and potential  competitors  have more  employees than we do.
Our success depends in large part on our ability to attract, retain and motivate
highly qualified management and technical personnel. We face intense competition
for  qualified  personnel.  The industry in which we compete has a high level of
employee  mobility and  aggressive  recruiting of skilled  personnel.  If we are
unable  to  continue  to employ  our key  personnel  or to  attract  and  retain
qualified  personnel  in the  future,  our ability to  successfully  execute our
business plan will be jeopardized and our growth will be inhibited.

WE MAY BE UNABLE TO ADEQUATELY  PROTECT OUR PROPRIETARY RIGHTS OR MAY BE SUED BY
THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.

The  telecommunications  industry is  characterized  by the existence of a large
number of patents and frequent  litigation based on allegations of trade secret,
copyright  or patent  infringement.  We may  inadvertently  infringe a patent of
which we are unaware.  In addition,  because patent  applications  can take many
years to issue,  there may be a patent  application  now pending of which we are
unaware that will cause us to be infringing when it is issued in the future.  If
we make any acquisitions, we could have similar problems in those industries.

<PAGE>


Although we are not currently involved in any intellectual  property litigation,
we may be a party to  litigation  in the  future  to  protect  our  intellectual
property or as a result of our alleged  infringement  of another's  intellectual
property, forcing us to do one or more of the following:

o Cease selling,  incorporating  or using products or services that  incorporate
the challenged  intellectual property; o Obtain from the holder of the infringed
intellectual  property  right a license to sell or use the relevant  technology,
which  license may not be available on  reasonable  terms;  or o Redesign  those
products or services that incorporate such technology.

A successful  claim of  infringement  against us, and our failure to license the
same or similar technology,  could adversely affect our business, asset value or
stock value.  Infringement  claims, with or without merit, would be expensive to
litigate or settle, and would divert management resources.

Our employees may be bound by confidentiality and other nondisclosure agreements
regarding  the  trade  secrets  of their  former  employers.  As a  result,  our
employees or we could be subject to allegations  of trade secret  violations and
other similar violations if claims are made that they breached these agreements.

BECAUSE OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED  AGAINST  CERTAIN LOSSES,  WE
MAY BE EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.

If our  directors  or  officers  become  exposed  to  liabilities  invoking  the
indemnification  provisions,  we could be exposed to  additional  unreimbursable
costs,  including legal fees. Our articles of  incorporation  and bylaws provide
that our directors  and officers will not be liable to us or to any  shareholder
and will be  indemnified  and held harmless for any  consequences  of any act or
omission by the  directors and officers  unless the act or omission  constitutes
gross negligence or willful misconduct.  Extended or protracted litigation could
have a material adverse effect on our cash flow.

WE WILL DEPEND ON OUTSIDE MANUFACTURING SOURCES AND SUPPLIERS.

We may contract  with third party  manufacturers  to produce our products and we
will depend on third party  suppliers to obtain the raw materials  necessary for
the  production of our  products.  We do not know what type of contracts we will
have  with  such  third  party  manufacturers  and  suppliers.  In the  event we
outsource the  manufacturing of our products,  we will have limited control over
the actual production process. Moreover,  difficulties encountered by any one of
our third  party  manufacturers,  which  result in product  defects,  delayed or
reduced  product  shipments,  cost overruns or our inability to fill orders on a
timely basis,  could have an adverse  impact on our business.  Even a short-term
disruption in our relationship with third party manufacturers or suppliers could
have a material  adverse effect on our operations.  We do not intend to maintain
an inventory of sufficient size to protect ourselves for any significant  period
of time against supply interruptions,  particularly if we are required to obtain
alternative sources of supply.

OUR STOCK PRICE MAY BE VOLATILE.

The market  price of our common  stock will likely  fluctuate  significantly  in
response to the following factors, some of which are beyond our control:

o Variations in our quarterly operating results;
o Changes in  financial  estimates  of our  revenues  and  operating  results by
  securities  analysts;
o Changes  in  market  valuations  of  telecommunications
  equipment companies;
o Announcements  by  us  of  significant  contracts,  acquisitions,   strategic
  partnerships,  joint ventures or capital commitments;
o Additions or departures
  of key  personnel;
o Future sales of our common stock;
o Stock market price and volume  fluctuations  attributable to inconsistent
  trading volume levels of our stock;
o Commencement of or involvement in litigation.

<PAGE>


In  addition,   the  equity  markets  have   experienced   volatility  that  has
particularly   affected  the  market  prices  of  equity  securities  issued  by
technology  companies and that often has been unrelated or  disproportionate  to
the operating  results of those companies.  These broad market  fluctuations may
adversely affect the market price of our common stock.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.

We have not paid any  dividends on our Common Stock since  inception  and do not
anticipate  paying any dividends on our Common Stock in the foreseeable  future.
Instead,  we intend to retain any future  earnings for use in the  operation and
expansion of our business.

WE ARE CURRENTLY SUBJECT TO SEC REGULATIONS RELATING TO LOW-PRICED STOCKS.

The  Securities  and  Exchange  Commission  has adopted  regulations  concerning
low-priced (or "penny") stocks.  The regulations  generally define "penny stock"
to be any  equity  security  that has a market  price less than $5.00 per share,
subject to certain  exceptions.  Our  shares are  currently  trading at a market
price less than $5.00 per share, and our shares do not currently qualify for any
exemption from the penny stock regulations. Consequently, our shares are subject
to these additional regulations relating to low-priced stocks.

The penny stock  regulations  require that  broker-dealers,  who recommend penny
stocks to persons other than institutional  accredited  investors make a special
suitability  determination  for the purchaser,  receive the purchaser's  written
agreement to the  transaction  prior to the sale and provide the purchaser  with
risk disclosure documents that identify risks associated with investing in penny
stocks.   Furthermore,   the  broker-dealer  must  obtain  a  signed  and  dated
acknowledgment from the purchaser  demonstrating that the purchaser has actually
received the required risk disclosure document before effecting a transaction in
penny stock. These requirements have historically resulted in reducing the level
of trading activity in securities that are subject to the penny stock rules.

The  additional  burdens  imposed  upon  broker-dealers  by  these  penny  stock
requirements may discourage  broker-dealers  from effecting  transactions in the
common  stock,  which could  severely  limit the market  liquidity of our common
stock and our  shareholders'  ability to sell our common stock in the  secondary
market.

                           PART II OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS
 Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
 Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.

ITEM 5. OTHER INFORMATION
 Not applicable.



<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT
NO. DESCRIPTION

3        Articles  of  Incorporation  (incorporated  by
         reference to Exhibit 3 of the  Company's  Form
         10-SB) filed on July 28, 2000.
3.1      Amended      Articles     of     Incorporation
         (incorporated  by  reference to Exhibit 3.1 of
         the  Company's  Form 10-SB)  filed on July 28,
         2000.
3.2      Amended      Articles     of     Incorporation
         (incorporated  by  reference to Exhibit 3.2 of
         the  Company's  Form 10-SB)  filed on July 28,
         2000.
3.3      Bylaws  (incorporated  by reference to Exhibit 4 of the Company's  Form
         10-SB) filed on July 28, 2000.
4        Specimen Stock  Certificate  (incorporated by reference to Exhibit 5 of
         the Company's Form 10-SB). filed on July 28, 2000.
31.1     Sarbanes-Oxley Act of 2002 Section 302 Certification for Craig Burton
32.1     Sarbanes-Oxley Act of 2002 Section 906 Certification for Craig Burton

(b) Reports on Form 8K


Form 8-K dated May 24, 2004 was filed pursuant to Item 5 (Other Events).

                                   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.

                                 USIP.COM, INC.

                                  (Registrant)


       Dated:  May 17, 2006                         /s/ CRAIG BURTON
                                                     ----------------
                                                        Craig Burton
                                                President/Chief Acct. Officer