================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(MARK ONE)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

|_| 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)

                              UTAH                               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:  17,804,388 shares of Common Stock,
$.01 par value, were outstanding as of June 30, 2004.

Transitional Small Business Disclosure Forms (check one):

                  Yes   |_|                                 No   |X|

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<PAGE>



                                 USIP.COM, INC.
                              INDEX TO FORM 10-QSB
                                  JUNE 30, 2004

                          PART I FINANCIAL INFORMATION

ITEM 1.             Financial Statements

                    Consolidated Balance Sheets
                    At December 31, 2003 and June 30, 2004

                    Consolidated  Statements of Income and Retained Earnings For
                    the three months and six months ended June 30, 2004 and June
                    30, 2003

                    Consolidated Statements of Cash Flows
                    For the six months ended June 30, 2004 and June 30, 2003

                    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

                                        2


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  USIP.COM, INC
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                                UNAUDITED            AUDITED
                                                                                              JUNE 30, 2004     DECEMBER 31, 2003
                                                                                             ----------------- ---------------------
ASSETS
CURRENT ASSETS
<S>                                                                                          <C>                              <C>
   Cash                                                                                      $         10,649                 6,121
   Commissions and Sales Receivable, Net                                                               56,791               109,639
   Inventory                                                                                           20,289                20,289
   Prepaid Expenses                                                                                     4,802                 4,989
                                                                                             ----------------- ---------------------

               TOTAL CURRENT ASSETS                                                                    92,531               141,038
                                                                                             ----------------- ---------------------

FIXED ASSETS
   Telephone and Office Equipment                                                                   1,876,205             1,882,353
   Vehicle                                                                                             76,367                76,367
                                                                                             ----------------- ---------------------
                                                                                                    1,952,572             1,958,720
   Less: Accumulated Depreciation                                                                  (1,453,949)           (1,358,594)
                                                                                             ----------------- ---------------------

          Net Fixed Assets                                                                            498,623               600,126
                                                                                             ----------------- ---------------------

               TOTAL ASSETS                                                                  $        591,154  $            741,164
                                                                                             ================= =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                                          $        173,321               175,060
   Line of Credit                                                                                     534,500               508,356
   Accrued Payroll and Payroll Taxes                                                                    5,442                 5,706
   Accrued State Gross Receipts Taxes                                                                   1,859                 7,049
   Other Accrued Expenses                                                                              88,577                 2,960
   Current Portion of Long-Term Debt                                                                   36,301                27,592
                                                                                             ----------------- ---------------------

               TOTAL CURRENT LIABILITIES                                                              840,000               726,723
                                                                                             ----------------- ---------------------

LONG-TERM LIABILITIES
   Long-Term Debt, Less Current Portion                                                                86,621               110,587
                                                                                             ----------------- ---------------------
               TOTAL LIABILITIES                                                                      926,621               837,310
                                                                                             ----------------- ---------------------
STOCKHOLDERS' EQUITY
     Common Stock, $.01 par value 25,000,000 Shares authorized, 17,804,388 shares issued
        and outstanding                                                                               178,044               178,044

   Additional Paid In Capital                                                                       1,462,558             1,462,558

   Retained Earnings                                                                               (1,976,069)           (1,736,748)
                                                                                             ----------------- ---------------------

               TOTAL STOCKHOLDERS' EQUITY                                                            (335,467)              (96,146)
                                                                                             ----------------- ---------------------

               TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $        591,154  $            741,164
                                                                                             ================= =====================
</TABLE>

            See Accountant's Report and Notes To Financial Statement

                                        3


<PAGE>



                                  USIP.COM, INC
                     CONSOLIDATED STATEMENT OF INCOME (LOSS)
                                    Unaudited
<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                            -----------------------------------  -----------------------------------
                                                             JUNE 30, 2003     JUNE 30, 2004      JUNE 30, 2003     JUNE 30, 2004
                                                            ----------------- -----------------  ----------------  -----------------
SALES
<S>                                                         <C>               <C>                <C>               <C>
   Commissions                                              $          7,408  $          6,029   $        14,246   $         10,788
   Coin Collections                                                   44,755            33,515            97,813             67,790
   Dial Around                                                        74,343            56,157           122,590             64,871
   Phone Card Sales                                                    2,015             1,115             6,382              1,555
   Equipment Sales                                                     7,452             2,338             7,686              6,148
   Service and Repair Sales                                           32,083            29,058            61,444             56,479
                                                            ----------------- -----------------  ----------------  -----------------
     Total Sales                                                     168,056           128,212           310,161            207,631
                                                            ----------------- -----------------  ----------------  -----------------

COST OF SALES
   Telecommunications Costs                                           60,637            53,230           121,336            100,577
   Commissions                                                            --             1,137               265              2,194
   Repairs and Service Supplies                                       10,235             4,031            13,744              6,752
   Other Direct Expenses - Travel                                      2,775             3,255             5,633              6,166
   Depreciation                                                       53,668            49,233           107,337             98,465
   Subcontractors                                                      1,926             1,927             3,226              3,948
                                                            ----------------- -----------------  ----------------  -----------------
     Total Cost of Sales                                             129,241           112,813           251,541            218,102
                                                            ----------------- -----------------  ----------------  -----------------

                  GROSS PROFIT                                        38,815            15,399            58,620            (10,471)
                                                            ----------------- -----------------  ----------------  -----------------

OPERATING EXPENSES
   Officers' Salaries                                                 16,770            16,770            33,282             33,540
   Salaries and Wages                                                 32,633            24,337            63,675             53,426
   Payroll Taxes                                                       3,317             2,881             9,239              8,270
   Insurance                                                           6,867             5,847            21,583             20,437
   Office Supplies                                                     2,227             4,355             5,305              7,551
   Telephone                                                           3,748             3,510             7,759              7,067
   Utilities                                                           2,020             1,441             5,463              2,653
   Vehicle Expenses                                                   (2,082)              193            (1,182)             2,088
   Rent                                                               15,386            15,771            30,715             31,353
   Professional Fees                                                  11,110            17,142            37,134             37,559
   Travel & Entertainment                                                238                16             2,213                 16
   Outside Services                                                    1,302             1,269             3,177              5,239
                                                            ----------------- -----------------  ----------------  -----------------
     Total Operating Expenses                                         93,536            93,532           218,363            209,199
                                                            ----------------- -----------------  ----------------  -----------------

                  OPERATING INCOME (LOSS)                            (54,721)          (78,133)         (159,743)          (219,670)
                                                            ----------------- -----------------  ----------------  -----------------

OTHER INCOME (EXPENSE)
   Interest Expense                                                  (12,053)          (12,703)          (23,692)           (25,195)
   Gain/Loss Sale Of Fixed Assets                                      4,758               254             5,628                454
   NY State Gross Receipts Tax                                        (1,600)            4,541            (2,088)             5,090
   Interest Income                                                         --
                                                            ----------------- -----------------  ----------------  -----------------
     Total Other Income                                               (8,895)           (7,908)          (20,152)           (19,651)
                                                            ----------------- -----------------  ----------------  -----------------

                  NET INCOME (LOSS)                         $        (63,616) $        (86,041)  $      (179,895)  $       (239,321)
                                                            ================= =================  ================  =================

Weighted Common Shares Outstanding                                17,699,388        17,804,388        17,699,388         17,804,388

Net Loss per Common Share                                   $            --  $              --   $          (.01)  $           (.01)
                                                            ================= =================  ================  =================
</TABLE>

            See Accountant's Report and Notes To Financial Statement

                                        4
                                [GRAPHIC OMITTED]
{A0028158.DOC}


<PAGE>



                                  USIP.COM, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                   SIX MONTHS         SIX MONTHS
                                                                                                  JUNE 30, 2004     JUNE 30, 2003
                                                                                                 ----------------  -----------------
                                                                                                    UNAUDITED         UNAUDITED
Cash Flows From Operating Activities:
<S>                                                                                              <C>               <C>
     Net (Loss)                                                                                  $      (239,321)  $       (179,895)
     Adjustments to reconcile net (loss) to net cash provided (used) by operating activities:
        Depreciation Expense                                                                              98,465            107,337
        Gain on Sale of Equipment                                                                           (454)            (5,628)
        (Increase) Decrease in Commissions and Sales Receivables                                          52,848             (7,222)
        (Increase) in Inventory                                                                              --                  --
        (Increase) Decrease in Prepaid Expenses                                                              187               (947)
        Increase (Decrease) in Accounts Payable                                                           (3,946)            36,089
        Increase (Decrease) in Accrued Expenses and Wages                                                 21,048             16,211
        Increase (Decrease) in Accrued State Gross Receipts Taxes                                         (5,190)            (5,771)
                                                                                                 ----------------  -----------------

          Net cash provided (used) by operating activities                                               (76,363)           (39,826)
                                                                                                 ----------------  -----------------

Cash Flows From Investing Activities:
        Acquisition of Equipment                                                                              --             (1,090)
        Sale of Equipment                                                                                  6,148             13,153
                                                                                                 ----------------  -----------------

          Net cash provided (used)  by investing activities                                                6,148             12,063
                                                                                                 ----------------  -----------------

Cash Flows From Financing Activities:
        Proceeds Received from Line of Credit                                                             90,000             34,200
        Principal Payments on Long-term Debt                                                             (15,257)           (10,337)
        Proceeds from Issuance of Stock
                                                                                                 ----------------  -----------------

          Net cash provided (used) by financing activities                                                74,743             23,863
                                                                                                 ----------------  -----------------

Net Increase (Decrease) in cash                                                                            4,528             (3,900)

Cash - Beginning of Period, December 31,2003 & 2002                                                        6,121              7,021
                                                                                                 ----------------  -----------------

Cash - End of Period                                                                             $        10,649   $          3,121
                                                                                                 ================  =================

Supplemental Disclosures of Cash Flow Information:
   Cash Paid During Period The Period For:
     Interest                                                                                    $         4,052   $          5,229
</TABLE>

            See Accountant's Report and Notes To Financial Statement

                                        5


<PAGE>



                                  USIP.COM, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (unaudited)

NOTE 1.           SUMMARY INFORMATION

         The accompanying  unaudited  consolidated  financial statements include
the accounts of USIP.Com,  Inc., and our two wholly owned subsidiaries:  Datone,
Inc.,  NB  Payphones  Ltd.  All  significant  inter-company  amounts  have  been
eliminated.  Our unaudited  consolidated  financial statements presented herein,
should be read in conjunction with the audited consolidated financial statements
of our company  contained in the Company's  form 10K for the year ended December
31, 2003.

         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
necessarily  indicative  of results to be  expected  for the  entire  year.  For
purposes of comparability,  certain prior year amounts have been reclassified to
conform to current year presentation.

NOTE 2.           COMPANY INFORMATION

         On  January  16,  2002  we  formed  a  100%  wholly  owned   subsidiary
corporation, The Platinum Funding Corporation.  This company was formed to enter
the mortgage brokering business. As of June 30, 2004, there has been no activity
within this corporation.

NOTE 3.           LINE OF CREDIT

         For additional capital  requirements,  the company has various lines of
credit to draw on, as of June 30,  2004 the  company has drawn on these lines of
credit in the amount of $534,500.

NOTE 4.           NOTES PAYABLE

         On June 4, 2003,  our line of credit with Key Bank was  converted  to a
fixed note payable at 7.5%, payable over a five-year period. As of June 30, 2004
the outstanding amount on this note was $78,057.

NOTE 5.           GOING CONCERN CONSIDERATIONS

         The company has incurred annual operating  losses since inception.  The
company has had to continue to raise its line of credit  borrowings just to meet
current  obligations  as they come due.  This raises  doubt as to the  companies
future operations.


NOTE 6.             MERGER AGREEMENT

         On May 24,  2004 The  Company  entered  into an  agreement  and plan of
merger  with  Cornerstone  Services  Group,  Inc.   ("Cornerstone").   Upon  the
consummation of the Merger, the owners of cornerstone shall collectively own, on
a fully diluted  basis,  approximately  seventy-four  and 85\100  percent of the
outstanding  shares  of  common  stock of the  Company.  As of the date of these
financial statements this agreement and plan of merger has not been completed.
                                        6


<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 this 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  operations 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 could 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  the
marketing of new products.


                              BASIS OF PRESENTATION

         Our  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 Payphones  Ltd. 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,  2003.  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  necessarily  indicative of results to be
expected for the entire year.

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

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
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 June 30, 2004,  we owned and operated a network of  approximately
548  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

                                        7


<PAGE>



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 JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

REVENUES

         Our total revenue  decreased by $39,844 or approximately  23.71%,  from
$168,056 in the three months ended June 30, 2003 to $128,212 in the three months
ended June 30, 2004.  This  decrease was  primarily  attributable  to removal of
unprofitable phone locations; lower call volumes on our payphones resulting from
the  growth in  wireless  communication  services.  We  reduced  our  network of
payphones  from  approximately  607 in the three months  ending June 30, 2003 to
approximately 548 in the three months ending June 30, 2004.

         Our  commissions  decreased  by $1,379 or  approximately  18.61%,  from
$7,408 in the three  months  ended June 30,  2003 to $6,029 in the three  months
ended June 30, 2004.  This  decrease was a result of our reduction in payphones,
fewer  operator  assisted  calls,  and the increased  competition  from wireless
communications.

         Our coin call  revenues  decreased by $11,240 or  approximately  25.12%
from  $44,755 in the three  months  ended  June 30,  2003 to $33,515 in the year
ended June 30, 2004. The decrease in coin call revenue is primarily attributable
to an ongoing  strategy to remove  unprofitable  phones as well as reduced  call
volumes  on  our   payphones   due  to  increased   competition   from  wireless
communication services.

         Our non-coin call revenue,  which is comprised primarily of dial-around
revenue and  operator  service  revenue  decreased  by $18,186 or  approximately
24.46% from  $74,343 in the three  months  ended June 30, 2003 to $56,157 in the
three months ended June 30, 2004.  This  decrease is primarily due to a "Carrier
Take Back" by Global  Crossing,  MCI, AT&T, and WilTel  Communications  that had
significant impact on our fourth quarter  dial-around for 2003 and first quarter
2004. This action is a result of the FCC's  reallocation of  responsibility  for
dial-around  compensation to the IXCs. The Federal  Communications  Commission's
November  2001  rules  regarding  compensation  of  Payphone  Service  Providers
("Payphone  Rules")  provides that:  "the first  facilities-based  interexchange
carrier to which a  completed  coinless  access  code or  subscribers  toll-free
payphone call is delivered by the local  exchange  carrier shall  compensate the
payphone service provider for the call." Such interexchange  carrier "may obtain
reimbursement  from its  reseller  and debit  card  customers  for  compensation
amounts  paid to  payphone  service  providers  for the calls  carried  on their
account and for the cost of tracking compensable call."

         Our service & repair  sales  decreased  by $3,025 when  compared to the
same period in 2003.  This  decrease was  primarily  attributable  to removal of
unprofitable payphones.  Our equipment sales decreased by $5,114, from $7,452 in
the three months  ending June 30, 2003 to $2,338 in the three months ending June
30,  2004.  Our phone card revenue  decreased by $900 when  compared to the same
period in 2003. This decrease is due to increased  competition  from other phone
card vendors along with loss of various site  locations when companies go out of
business.  The increased  competition and decreased site locations  forced us to
reduce our phone card sites by approximately 42%.

Cost of Sales

         Our overall cost of sales  decreased  for the three months  ending June
30, 2004 by $16,428 or  approximately  12.71% from the three months  ending June
30, 2003.  Telecommunication  costs  decreased by $7,407,  the cost of providing
telephone service to 548 payphones in 2004 as compared to 607 payphones in 2003.
Once a low revenue

                                        8


<PAGE>



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 installed  payphone  base  generates  revenue  through coin calls
(local and  long-distance),  non-coin calls (calling card, credit card, collect,
and third party billed calls using our pre-selected operator service).

         Our commission's  payable increased by $1,137 when compared to the same
period  in 2003.  This  increase  is due to the  company's  attempt  to  attract
business location for payphone sites by offering a commission to the site owner.
Our  contractor's  fee  remained  consistent  with  the  prior  year  due to the
re-organization of routes to manage them more efficiently.  Depreciation expense
decreased  $4,435 when compared to the same period in 2003. This decrease 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 $5,724 a result of our management team's ongoing efforts to reduce cost.

Operation and Administrative Expenses

         Our operating  expenses  remained  approximately the same over the same
period in 2003.  Salaries and related  payroll taxes were reduced by $8,732 when
compared to the same expenses for 2003. This decrease was due to the elimination
of one employee, a clerical assistant. Our insurance expense decreased by $1,020
when compared to the fiscal year 2003.  This decrease is primarily  attributable
to the  decrease in payroll the  classification  used to compute the majority of
our  insurance  premiums.  Our rent  increased  by $385 when  compared  to 2003.
Professional  fees  increased  by  $6,032  over  2003.  These are fees we pay to
accountants,  attorneys and other professionals  throughout the year for various
task.  Our  expenses  for  outside  services  decreased  by $33 over  2003.  Our
telephone,  utilities,  office, travel and entertainment,  and vehicle expenses,
together  account for an  increase  of $3,364  when  compared to the same period
ending June 30, 2003.

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES

         Our total revenue  decreased by $102,530 or approximately  33.1%,  from
$310,161  in the six months  ended June 30,  2003 to  $207,631 in the six months
ended June 30, 2004.  This  decrease was  primarily  attributable  to removal of
unprofitable  phone  locations,  lower call volumes on the  Company's  payphones
resulting  from the growth in wireless and other public  communication  services
and changes in call traffic.

         Our  commissions  decreased  by $3,458 or  approximately  24.26%,  from
$14,246 in the six months ended June 30, 2003 to $10,788 in the six months ended
June 30, 2004.  This decrease was a result of our reduction in payphones,  fewer
operator   assisted  calls,   and  the  increased   competition   from  wireless
communications.

         Our coin call  revenues  decreased by $30,023 or  approximately  30.7%,
from $97,813 in six months ended June 30, 2003 to $67,790 in the year ended June
30, 2004.  The decrease in coin call revenue was  primarily  attributable  to an
ongoing  strategy to remove  unprofitable  phones as well as call volumes on the
Company's payphones due to increased  competition from wireless and other public
communication services.

         Our non-coin call revenue,  which is comprised primarily of dial-around
revenue and operator service revenue  decreased  $57,719 or approximately  47.1%
from $122,590 in the six months ended June 30, 2003 to $64,871 in the six months
ended June 30, 2004.  This decrease is primarily due to a "Carrier Take Back" by
Global  Crossing,  MCI, AT&T,  and WilTel  Communications  that had  significant
impact on our fourth quarter dial-around for 2003 and the first quarter of 2004.

                                        9


<PAGE>



         Our service & repair sales  decreased by $4,965,  when  compared to the
same period in 2003. Equipment sales decreased by $1,538, from $7,686 in the six
months ending June,  2003 to $6,148 in the six months ending June 30, 2004.  Our
phone card revenue decreased by $4,827 when compared to the same period in 2003.
This  decrease is due to  increased  competition  from other phone card  vendors
along with loss of various site locations when companies go out of business.

Cost of Sales

         Our overall cost of sales  decreased for the six months ending June 30,
2004 by $33,439 or approximately 13.3% from the six months ending June 30, 2003.
Telecommunication  costs  decreased by $20,759 the cost of  providing  telephone
service to 548 payphones  2004 as compared to 607 payphones in 2003.  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 installed  payphone base generates  revenue through
coin calls (local and long-distance), non-coin calls (calling card, credit card,
collect, and third party billed calls using our pre-selected operator service).

         Our commission's  payable increased by $1,929.  This increase is due to
the  company's  attempt to  attract  business  location  for  payphone  sites by
offering  commission to the site owner. Our contractor's fees increased by $722,
from  $3,226 in the six months  ended June 30,  2003 to $3,948 in the six months
ended June 30, 2004.  Depreciation  expense decreased $8,872 when compare to the
same  period  in 2003.  This  decrease  is due to  certain  assets  being  fully
depreciated and our on going strategy of identifying  unprofitable payphones and
selling them to the site owners. The Company owns 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, and travel decreased by $6,459
a result of the management team's ongoing efforts to reduce cost.

Operation and Administrative Expenses

         Our operating  expenses  decreased by $9,164 or approximately 4.2% over
the same period in 2003.  Salaries  and related  payroll  taxes were  reduced by
$10,960 when compared to the same expenses for 2003. This decrease is due to the
elimination of one employee, one clerical assistant. Insurance expense decreased
by $1,146 when  compared to the fiscal year 2003.  Rent  increased  by $638 when
compared to 2003.  Professional fees increased by $425 over 2003. These are fees
the Company pays to accountants,  attorneys and other  professionals  throughout
the year for various task. Our expenses for outside services increased by $2,062
over 2003,  this increase was due to using a temporary  personnel  service.  Our
telephone,  utilities,  office,  travel &  entertainment  and vehicle  expenses,
together account for a decreased of $183 when compared to the same period ending
June 30, 2003, a result of our management team's ongoing efforts to reduce cost.

PROPOSED ACQUISITION

         On May 24, 2004, USIP announced that its Board of Directors unanimously
approved an Agreement and Plan of Merger with Cornerstone  Services Group,  Inc.
("Cornerstone"),  a privately  held  Houston,  TX.  based  company.  Cornerstone
acquires and provides  infrastructure  to companies  relating to the care of the
Senior or Aged population.

         Under the terms of the agreement, Cornerstone and USIP will merge, with
USIP as the surviving  corporation.  Immediately  upon the  consummation  of the
merger,  the name of the surviving  corporation  will be changed to  Cornerstone
Services Group, Inc. In the merger, the shareholders of Cornerstone will receive
a number of shares of USIP common stock  representing  approximately  75% of the
shares of USIP common stock that will be outstanding,  on a fully diluted basis,
following  the  merger.  The  transaction  is  subject  to USIP and  Cornerstone
shareholder approval and other customary closing conditions.

                                       10


<PAGE>



         The  Securities and Exchange  Commission  maintains an Internet site at
http://www.sec.gov  where the public can review a copy of our reports  including
the May 24, 2004 form 8-K which  details the merger  agreement  between USIP and
Cornerstone and a copy of the press release.

GOING CONCERN QUALIFICATION

         In his Independent Auditor's Report for the fiscal year ending December
31, 2003,  Robison Hill & Company  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 June 30, 2004, we have a note
payable to Key Bank in the amount of $78,057. In addition, we have increased our
lines of credit, bringing our liability to $534,500.

ITEM 3.   CONTROLS AND PROCEDURES

a) As of the end of the period covered by this report, based on an evaluation of
the Company's  disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e)  under the Securities  Exchange Act of 1934),  the Chief Executive
and Chief  Financial  Officer of the Company has  concluded  that the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed by the Company in its Exchange Act reports 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  during the  quarter
covered by this report.

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  2002  through  2003,  and the losses  are  projected  to
continue in 2004.  Our net losses were  $872,178  and  $308,260 for fiscal years
ended 2002, 2003 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.

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<PAGE>



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.
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  effect 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

                                       12


<PAGE>



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 manufacture 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.

     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 effect 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.

                                       13


<PAGE>



         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 of 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.

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

31.2     Sarbanes-Oxley   Act  of  2002  Section  302  Certification  for  Kathy
         Christopher

32.1     Sarbanes-Oxley Act of 2002 Section 906 Certification for Craig Burton

32.2     Sarbanes-Oxley   Act  of  2002  Section  906  Certification  for  Kathy
         Christopher

(b) Reports on Form 8K

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

                                       14


<PAGE>



                                   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 9, 2005                        /s/ CRAIG BURTON
                                             -----------------------
                                                     Craig Burton
                                                     President


Dated:    May 9, 2005                        /s/ KATHY CHRISTOPHER
                                             -------------------------------
                                                     Kathy Christopher
                                                     Controller

                                       15