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 JUNE 30, 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:  46,632,228 shares of Common Stock,
$.0001 par value, were outstanding as of June 30, 2006

Transitional Small Business Disclosure Forms (check one):

              Yes   (   )                                 No   ( X )


<PAGE>



                                 USIP.COM, INC.
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2006 AND DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                         (Unaudited)
                                                          June 30,           December 31,
                                                            2006                2005
                                                        --------------      --------------
CURRENT ASSETS
<S>                                                               <C>               <C>
  Cash                                                            $ -               $ 443
  Commissions and Sales Receivable, Net                        48,152              58,025
  Inventory                                                    15,894              15,894
  Prepaid Expenses                                              1,600               1,600
                                                        --------------      --------------

TOTAL CURRENT ASSETS                                           65,646              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                           (1,468,247)         (1,406,642)
                                                        --------------      --------------

               Net Fixed Assets                                72,502             134,107
                                                        --------------      --------------

OTHER ASSETS
  Net Assets of Discontinued Operations                        47,325              60,093
                                                        --------------      --------------

TOTAL ASSETS                                                $ 185,473           $ 270,162
                                                        ==============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable                                          $ 181,389           $ 152,270
  Bank Overdraft                                                2,191                   -
  Line of Credit                                                    -             103,377
  Accrued Payroll and Payroll Taxes                             1,683               1,683
  Accrued State Gross Receipts Taxes                            4,441               3,518
  Other Accrued Expenses                                        1,663               5,926
  Related Party Note                                          173,678             245,914
  Current Portion of Long-Term Debt                            34,373              34,373
                                                        --------------      --------------

TOTAL CURRENT LIABILITIES                                     399,418             547,061
                                                        --------------      --------------

Long-Term Liabilities
  Notes Payable                                                29,398              46,265
                                                        --------------      --------------

TOTAL LONG-TERM LIABILITIES                                    29,398              46,265

Net Liabilities of Discontinued Operations                    116,299              76,182
                                                        --------------      --------------

TOTAL LIABILITIES                                             545,115             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 June 30, 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                                        (2,863,078)         (2,661,504)
                                                        --------------      --------------

TOTAL STOCKHOLDERS' EQUITY                                   (359,642)           (399,346)
                                                        --------------      --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 185,473           $ 270,162
                                                        ==============      ==============
</TABLE>


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



<PAGE>



                                 USIP.COM, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE SIX MONTHS ENDED June 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             For the three months ended             For the six months ended
                                                      June 30,                              June30,
                                              2006               2005               2006               2005
                                        ------------------ ------------------ ------------------ ------------------
SALES
<S>                                               <C>                <C>               <C>                <C>
  Commissions                                     $ 3,452            $ 7,040           $ 14,708           $ 15,010
  Coin Collections                                 13,360             18,403             30,970             39,793
  Dial Around                                      (2,351)            18,232             30,804             70,322
  Equipment Sales                                     146              4,461                251             30,387
  Phone Card Sales                                      -              1,555                400              3,300
  Service and Repair Sales                         12,516             17,081             24,394             34,123
                                        ------------------ ------------------ ------------------ ------------------
      Total Sales                                  27,123             66,772            101,527            192,935
                                        ------------------ ------------------ ------------------ ------------------

COST OF SALES
  Telecommunications Costs                         17,640             24,810             47,828             49,357
  Commissions                                           -                349                345                920
  Contractor Fees                                       -             (9,100)                 -            (18,060)
  Repairs and Service Supplies                      2,987                469              2,987              4,199
  Depreciation                                     34,874             32,811             61,604             66,018
  Phone Cards and Phone Costs                           -              6,365                574             32,983
  Travel / Mileage                                  1,000              3,260              1,000              6,214
                                        ------------------ ------------------ ------------------ ------------------
      Total Cost of Sales                          56,501             58,964            114,338            141,631
                                        ------------------ ------------------ ------------------ ------------------

Gross Profit                                      (29,378)             7,808            (12,811)            51,304
                                        ------------------ ------------------ ------------------ ------------------
</TABLE>



<PAGE>



                                 USIP.COM, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)
                                   (Continued)

<TABLE>
<CAPTION>
                                             For the three months ended           For the six months ended
                                                      June 30,                            June 30,
                                               2006              2005              2006              2005
                                         ----------------- ----------------- ----------------- -----------------
OPERATING EXPENSES
<S>                                               <C>              <C>               <C>               <C>
  Salaries and Wages                              $ 7,050          $ 37,844          $ 17,137          $ 81,074
  Payroll Taxes                                     1,518             2,372             6,541             7,801
  Insurance                                         1,735            17,166             8,715            26,770
  Telephone                                             -             2,172                99             4,630
  Outside Services                                  2,363               347             5,120             4,849
  Utilities                                           872             1,206             3,877             3,123
  Vehicle Expenses                                      -               229               661             1,550
  Rent                                             22,605            22,605            45,185            45,592
  Professional Fees                                19,552            38,805            28,176            72,233
  Travel and Entertainment                          3,782                 -             4,353                31
  Office Expense                                      847             3,160             3,173             7,111
                                         ----------------- ----------------- ----------------- -----------------
      Total Operating Expenses                     60,324           125,906           123,037           254,764
                                         ----------------- ----------------- ----------------- -----------------
                                                        -                                   -
Loss from Operations                              (89,702)         (118,098)         (135,848)         (203,460)
                                         ----------------- ----------------- ----------------- -----------------
                                                                                            -
OTHER INCOME (EXPENSE)                                                                      -
  Gain (Loss) on Sale of Equipment                      -             5,131                 -            (9,595)
  Prov For State Tax                                 (168)               59            (2,134)             (751)
  Interest Expense                                 (6,849)          (16,764)          (11,781)          (31,954)
                                         ----------------- ----------------- ----------------- -----------------
      Total Other Income                           (7,017)          (11,574)          (13,915)          (42,300)
                                         ----------------- ----------------- ----------------- -----------------

Net Loss from Operations                          (96,719)         (129,672)         (149,763)         (245,760)
                                         ================= ================= ================= =================

Discontinued Operations:
  Net Loss from discontinued operations
    net of tax effects of $0                       (43,847)          (24,897)          (51,811)          (40,571)
  Loss on disposal of discontinued
    operations net of tax effects of $0                 -                 -                 -                 -
                                         ----------------- ----------------- ----------------- -----------------

Total Loss from discontinued operations           (43,847)          (24,897)          (51,811)          (40,571)
                                         ----------------- ----------------- ----------------- -----------------

NET INCOME                                     $ (140,566)       $ (154,569)       $ (201,574)       $ (286,331)
                                         ================= ================= ================= =================

Basic & Diluted Loss Per Share
  Continuing Operations                           $ (0.00)          $ (0.01)          $ (0.00)          $ (0.01)
  Discontinued Operations                           (0.00)            (0.00)            (0.00)            (0.00)
                                         ----------------- ----------------- ----------------- -----------------
                                                  $ (0.00)          $ (0.01)          $ (0.00)          $ (0.02)
                                         ================= ================= ================= =================
Weighted Common Shares Outstanding             46,632,222        17,804,388        45,023,700        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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the six months ended
                                                                                       June 30,
                                                                                2006               2005
                                                                         ------------------- ------------------

Cash Flows From Operating Activities:
<S>                                                                              <C>                <C>
    Net (Loss)                                                                   $ (201,574)        $ (286,331)
    Adjustments to reconcile net  (loss) to net
        cash provided (used) by operating activities:
             Depreciation Expense                                                    61,605             56,795
             Loss on Sale of Equipment                                                    -              9,595
             (Increase) Decrease in Commission Receivables                            9,873            (21,505)
             (Increase) Decrease in Prepaid Expense                                       -             (2,025)
             Increase (Decrease) in Accounts Payable                                 29,119             33,781
             Increase (Decrease) in Accrued Expenses                                 (4,263)            (1,355)
             Increase (Decrease) in Gross Receipts Tax                                  923                817
                                                                         ------------------- ------------------
            Net cash provided(used) in continuing activities                       (104,317)          (210,228)
            Net cash provided(used) in discontinued activities                       48,024             34,265
                                                                         ------------------- ------------------
            Net cash (used) by operating activities                                 (56,293)          (175,963)
                                                                         ------------------- ------------------

Cash Flows From Investing Activities:
             Proceeds from Sale of Equipment                                              -             35,743
                                                                         ------------------- ------------------
            Net cash provided(used) in continuing activities                              -             35,743
            Net cash provided(used) in discontinued activities                            -
                                                                         ------------------- ------------------
            Net cash (used) by investing activities                                       -             35,743
                                                                         ------------------- ------------------

Cash Flows From Financing Activities:
            Bank overdraft                                                            2,191                  -
            Proceeds received from Line of Credit                                         -             23,168
            Proceeds from related party of Notes Payable                                  -             70,249
           Payment on related Party Payable                                          59,789            (10,573)
            Proceeds from issuance of Notes Payable                                       -             73,106
            Payments on Notes Payable                                               (16,867)           (15,630)
                                                                         ------------------- ------------------
            Net cash provided(used) in continuing activities                         45,113            140,320
            Net cash provided(used) in discontinued activities                       10,737                  -
                                                                         ------------------- ------------------
            Net cash provided by financing activities                                55,850            140,320
                                                                         ------------------- ------------------

Net Increase (Decrease)  in cash                                                       (443)               100

Cash - Beginning of Period                                                              443              5,412
                                                                         ------------------- ------------------

Cash - End of Period                                                                    $ -            $ 5,512
                                                                         =================== ==================

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

Supplemental Disclosures of non-cash Investing
  and Financing Activities
     Stock issued for cancellation of debt                                        $ 241,278                $ -
</TABLE>

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



<PAGE>



                                 USIP.COM, INC.
                 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 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 June 30, 2006 and for the six 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 six 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. As of April 1, 2006 NB Payphone, Ltd. has changed
names to NB Telecom , Inc.



<PAGE>





NOTE 1 . NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED)

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.

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 June 30, 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.


<PAGE>





NOTE 1 . NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED)


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.


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:

                                June 30,            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 June 30, 2006 and
December 31, 2005:

                                June 30,           December 31,
                                  2006                 2005
                            ------------------   ------------------
Commissions Receivable                $44,318              $45,283
Sales Receivable                        3,834               12,742
                            ------------------   ------------------
                                      $48,152              $58,025
                            ==================   ==================



NOTE 4.           LONG-TERM DEBT

Long-term debt as of June 30, 2006 and December 31, 2005 is as follows:

<TABLE>
<CAPTION>
                                                                     June 30,         December 31,
                                                                       2006               2005
                                                                ------------------- ------------------
<S>                                                             <C>                 <C>
Vehicle Note, Monthly payments of $462 with interest at 9.25%               $4,443             $4,845
Bank Note, Monthly payments of $1,825 with interest at 7.5%                 43,791             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%                    6,641              9,820
                                                                ------------------- ------------------
                                                                            63,771             80,638

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

                                                                           $29,398            $46,265
                                                                =================== ==================
</TABLE>

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

    2006                                     $           34,373
    2007                                                 29,398
    2008                                                      -
    2009                                                      -
    2010                                                      -
                                             ------------------
    Thereafter                                                -
                                             ------------------
                                             $           63,771
                                             ==================


NOTE 5.           RELATED PARTY NOTE

The Company has several notes 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 June 30, 2006, the outstanding principal on the note
was $9,400 and accrued interest was $275.

The Company  has  several  notes with  Callaway  Properties  which 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 June 30, 2006, the outstanding balance was $164,003.

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 June 30, 2006 there was no amount
owing.



<PAGE>

NOTE 6.           OPERATING LEASES

On January 1, 2006,  the  Company  entered  into 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.


NOTE 8.           INCOME TAXES

As of December 31, 2005, the Company had a net operating loss  carryforward  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
                                              -------------  ------------------
                                                         -                   -
                                              =============  ==================

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.



<PAGE>

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 those
described in the 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
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.


<PAGE>

         As of June 30, 2006,  we owned and operated a network of  approximately
384  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 JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

REVENUES

         Our total  revenue  decreased  by $39,649 or 59%,  from  $66,772 in the
three  months  ended June 30, 2005 to $27,123 in the three months ended June 30,
2006. This decrease was primarily  attributable to removal of unprofitable phone
locations and lower call volumes on our payphones  resulting  from the growth in
wireless communications.  We reduced our network of payphones from approximately
468 in June 30, 2005 to 384 as of June 30, 2006.

         Our commissions  decreased by $3,588 or approximately  51%, from $7,040
in the three  months  ended June 30, 2005 to $3,452 the three  months ended June
30, 2006. This decrease is due to lower call volumes on payphones.

         Our coin call revenues  decreased by $5,043 or approximately  27%, from
$18,403 in the three  months  ended June 30, 2005 to $13,360 in the three months
ended  June  30,  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 of payphones from  approximately  468 in June 30, 2005 to 384 as of June
30, 2006.


<PAGE>

         Our non-coin call revenue,  which is comprised primarily of dial-around
revenue and operator service revenue decreased $20,358  approximately  113% from
$18,232 in the three  months  ended June 30,  2005 to $(2,351) in the six months
ended June 30, 2006.  This decrease was primarily  attributable to the reduction
in  payphones,  reduced call volumes and  increased  competition  from  wireless
communications services.

         Service & Repair Sales  decreased by $4,565,  when compared to the same
period in 2005.  Equipment  sales  decreased by $4,315 from  $4,461for the three
months  ending June 30, 2005 to $146 in the three  months  ending June 30, 2006.
Our phone card revenue decreased by $1,555 when compared to 2005.


COSTS OF SALES

         Our overall cost of sales  decreased  for the three months  ending June
30, 2006 by $2,463 or  approximately  4% when compared to the three months ended
June 30, 2005.  Our  telecommunication  costs  decreased by $7,170,  the cost of
providing  telephone  service  to 384  payphones  in  2006  as  compared  to 468
payphones in 2005. This number reflects an overall reduction of 84 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  decreased by $349 due to a reduction  in  non-company
owned payphones sites. Depreciation expense increased by $2,063 when compared to
the same period in 2005. 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 $258.  Our phone  card and  phone  cost  expenses  decreased  by $6,365  when
compared to the same period in 2005.  This  increase is primarily due to cost of
sales on a large one time sale of payphones.


OPERATION AND ADMINISTRATIVE EXPENSES

         Operating  expenses  decreased by $66,582 or approximately 52% over the
same period in 2005. Approximately 72% of this decrease is related to a decrease
of salaries and insurance due to  elimination  of employees.  Payroll taxes were
reduced by $854 when compared to the same expenses for 2005.  Professional  fees
decreased  by  $19,253  over  2005.  These  are fees we pay to  accountants  and
attorneys throughout the year for performing various tasks. Expenses for outside
services increased by $296 over 2005. Our telephone,  utilities, office, vehicle
and travel & entertainment  expenses,  together account for a decrease of $1,266
when compared to the same period ending June 30, 2005.

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

REVENUES

         Our total  revenue  decreased  by $91,408 or  approximately  47%,  from
$192,935  in the six months  ended June 30,  2005 to  $101,527 in the six months
ended June 30, 2006.  This  decrease was  primarily  attributable  to removal of
unprofitable  phone locations and lower call volumes on our payphones  resulting
from the growth in wireless communications.

         Our commissions  decreased by $302 or approximately  5%, from $7,040 in
the six months  ended June 30, 2005 to $14,708 in the six months  ended June 30,
2006. This decrease is due to lower call volumes on payphones.


<PAGE>

         Our coin call revenues  decreased by $8,823 or approximately  38%, from
$39,793 in the six months ended June 30, 2005 to $30,970 in the six months ended
June 30, 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 of
payphones from approximately 468 in June 30, 2005 to 384 as of June 30, 2006.

         Our non-coin call revenue,  which is comprised primarily of dial-around
revenue and operator service revenue  decreased  $39,518  approximately 56% from
$70,322 in the six months ended June 30, 2005 to $30,804 in the six months ended
June 30, 2006.  This  decrease is due to lower call  volumes on  payphones  with
reduced number of payphones.

         Service & Repair Sales  decreased  by $4,565 when  compared to the same
period in 2005.  Equipment sales  decreased by $30,136,  from $30,387 in the six
months  ending June 30, 2005 to $251 in the six months  ending June 30, 2006. In
June 2005, there was a large one time sale that contributed to increase sales in
2005. Our phone card revenue increased by $2,900 when compared to 2005.


COSTS OF SALES

         Our overall cost of sales  decreased in the six months  ending June 30,
2006 by $27,293 or approximately 19% when compared to the six months ending June
30,  2005.  This  decrease  in our  overall  cost  is  primarily  due to cost of
payphones sold. Our  telecommunication  costs  decreased by $1,529,  the cost of
providing  telephone  service  to 384  payphones  in  2006  as  compared  to 468
payphones in 2005. This number reflects an overall reduction of 80 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  decreased by $349 due to a reduction  in  non-company
owned payphones sites. Depreciation expense decreased by $4,414 when compared to
the same  period in 2005.  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 $6,426 a direct result of the  management  team's  ongoing  efforts to reduce
cost. Our phone card and phone cost expenses decreased by $32,409 when comparing
year 2006 to 2005.  This  decrease is primarily  due to cost of sales on a large
one time sale of payphones in 2005.


OPERATION AND ADMINISTRATIVE EXPENSES

         Operating  expenses decreased by $131,727 or approximately 52% over the
same period in 2005.  Salaries and related payroll taxes were reduced by $65,197
when  compared to the same period in 2005.  Our insurance  expense  decreased by
$18,055  when  compared  to the  same  fiscal  period  2005.  Professional  fees
decreased by $44,057 as compared to 2005.  These are fees we pay to  accountants
and attorneys  throughout  the year for performing  various tasks.  Expenses for
outside services  increased by $271 over 2005. Our rent,  telephone,  utilities,
office,  vehicle and travel &  entertainment  expenses,  together  account for a
decrease of $1,266 when compared to the same period ending June 30, 2005.




<PAGE>

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 June 30, 2006, we have a note
payable  to Key Bank in the amount of  $43,791.  The  Company  has a note with a
relative of Joseph Passalaqua, Secretary of the Company, as of June 30, 2006 the
outstanding amount was $9,400.



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 $521,586 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.


<PAGE>

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 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

<PAGE>

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 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
MARKET FOR OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.

         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.  If our shares are offered at a market
price less than $5.00 per share,  and do not qualify for any exemption  from the
penny  stock  regulations,  our shares may  become  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 become 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.



<PAGE>

ITEM 3.   CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial   Officer  are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
         out an evaluation,  under the supervision and with the participation of
         the Company's  management,  including the Company's  President,  of the
         effectiveness  of the design and operation of the Company's  disclosure
         controls and  procedures  pursuant to Rule 13a-15 under the  Securities
         Exchange Act of 1934, as amended (the "Exchange  Act").  Based upon the
         evaluation,  the Company's  President  concluded that, as of the end of
         the period,  the  Company's  disclosure  controls and  procedures  were
         effective in timely  alerting him to material  information  relating to
         the Company  required  to be  included in the reports  that the Company
         files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls



         Based on his evaluation as of June 30, 2006,  there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of his most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



PART II OTHER INFORMATION.

ITEM 1.  LEGAL PROCEEDINGS
                  Not applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES ANS 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).  Form
8-K dated June 23, 2005 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:   August 21, 2006                        /s/ CRAIG BURTON
                                                ----------------
                                                Craig Burton
                                                President/Chief Acct. Officer.