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                       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 MARCH 31, 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 March 31, 2004.

Transitional Small Business Disclosure Forms (check one):

Yes     |_|                                       No     |X|

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<PAGE>



                                 USIP.COM, INC.
                              INDEX TO FORM 10-QSB
                                 MARCH 31, 2004

                          PART I FINANCIAL INFORMATION

ITEM 1.           Financial Statements

                  Consolidated Balance Sheets
                  At December 31, 2003 and March 31, 2004

                  Consolidated Statements of Income and Retained Earnings
                  For the three months ended March 31, 2003 and March 31, 2004

                  Consolidated Statements of Cash Flows
                  For the three months ended March 31, 2003 and March 31, 2004

                  Notes to Consolidated Financial Statements

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

ITEM 3.           Controls and Procedures

                            PART II OTHER INFORMATION

ITEM 1.           Legal Proceedings

ITEM 2.           Changes in Securities and Use of Proceeds

ITEM 3.           Defaults Upon Senior Securities

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

ITEM 5.           Other Information

ITEM 6.           Exhibits and Reports on Form 8-K

                  Signatures



<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  USIP.COM, INC
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                             (UNAUDITED)              AUDITED
                                                                                           MARCH 31, 2004        DECEMBER 31, 2003
                                                                                         --------------------   --------------------
ASSETS
CURRENT ASSETS
<S>                                                                                      <C>                                  <C>
   Cash                                                                                  $             7,345                  6,121
   Commissions and Sales Receivable, Net                                                              64,230                109,639
   Inventory                                                                                          20,289                 20,289
   Prepaid Expenses                                                                                    4,667                  4,989
                                                                                         --------------------   --------------------

                                               TOTAL CURRENT ASSETS                                   96,531                141,038
                                                                                         --------------------   --------------------

FIXED ASSETS
   Telephone and Office Equipment                                                                  1,880,911              1,882,353
   Vehicle                                                                                            76,367                 76,367
                                                                                         --------------------   --------------------
                                                                                                   1,957,278              1,958,720
Less: Accumulated Depreciation                                                                    (1,407,084)            (1,358,594)
                                                                                         --------------------   --------------------

          Net Fixed Assets                                                                           550,194                600,126
                                                                                         --------------------   --------------------

                                               TOTAL ASSETS                              $           646,725    $           741,164
                                                                                         ====================   ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                                      $           171,906                175,060
   Line of Credit                                                                                    508,500                508,356
   Accrued Payroll and Payroll Taxes                                                                   2,385                  5,706
   Accrued State Gross Receipts Taxes                                                                  6,500                  7,049
   Other Accrued Expenses                                                                             77,073                  2,960
   Current Portion of Long-Term Debt                                                                     --                      --
                                                                                         --------------------   --------------------

                                               TOTAL CURRENT LIABILITIES                             766,364                699,131
                                                                                         --------------------   --------------------

LONG-TERM LIABILITIES
   Long-Term Debt, Less Current Portion                                                              129,831                138,179
                                                                                         --------------------   --------------------
                                               TOTAL LIABILITIES                                     896,195                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                                                                                 (1,890,072)            (1,736,748)
                                                                                         --------------------   --------------------

          TOTAL STOCKHOLDERS' EQUITY                                                                (249,470)               (96,146)
                                                                                         --------------------   --------------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $           646,725    $           741,164
                                                                                         ====================   ====================
</TABLE>

            See Accountant's Report and Notes To Financial Statement

                                       F-3


<PAGE>



                                  USIP.COM, INC
                     CONSOLIDATED STATEMENT OF INCOME (LOSS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     THREE MONTHS ENDED
                                                                                         -------------------------------------------
                                                                                           MARCH 31, 2004         MARCH 31, 2003
                                                                                         --------------------   --------------------
SALES
<S>                                                                                      <C>                    <C>
   Commissions                                                                           $             4,759    $             6,838
   Coin Collections                                                                                   34,275                 53,058
   Dial Around                                                                                         8,714                 48,246
   Phone Card Sales                                                                                      440                  4,367
   Equipment Sales                                                                                     3,810                    235
   Service and Repair Sales                                                                           27,375                 29,361
                                                                                         --------------------   --------------------
     Total Sales                                                                                      79,373                142,105
                                                                                         --------------------   --------------------

COST OF SALES
   Telecommunications Costs                                                                           47,347                 60,699
   Commissions                                                                                         1,058                  1,243
   Repairs and Service Supplies                                                                        2,721                  2,531
   Other Direct Expenses - Travel                                                                      2,911                  2,857
   Depreciation                                                                                       49,233                 53,668
   Subcontractors                                                                                      2,021                  1,299
                                                                                         --------------------   --------------------

     Total Cost of Sales                                                                             105,291                122,297
                                                                                         --------------------   --------------------

                                               GROSS PROFIT                                          (25,918)                19,808
                                                                                         --------------------   --------------------

OPERATING EXPENSES
   Officers' Salaries                                                                                 16,770                 16,512
   Salaries and Wages                                                                                 29,089                 31,042
   Payroll Taxes                                                                                       5,389                  5,923
   Insurance                                                                                          14,589                 14,716
   Office Expense                                                                                      3,448                  5,053
   Telephone                                                                                           3,556                  4,011
   Utilities                                                                                           1,212                  3,443
   Vehicle Expenses                                                                                    1,895                    900
   Rent                                                                                               15,239                 15,329
   Professional Fees                                                                                  20,507                 26,024
   Outside Services                                                                                    3,969                  1,875
                                                                                         --------------------   --------------------
     Total Operating Expenses                                                                        115,663                124,828
                                                                                         --------------------   --------------------

                                               OPERATING INCOME (LOSS)                              (141,581)              (105,020)
                                                                                         --------------------   --------------------

OTHER INCOME (EXPENSE)
   Interest Expense                                                                                  (12,492)               (11,639)
   NY State Gross Receipts Tax                                                                           549                   (488)
   Interest  & Other Income                                                                              200                    869
                                                                                         --------------------   --------------------
     Total Other Income                                                                              (11,743)               (11,258)
                                                                                         --------------------   --------------------

                                               NET INCOME (LOSS)                         $          (153,324)   $          (116,278)
                                                                                         ====================   ====================

Weighted Common Shares Outstanding                                                                17,804,388             17,639,388

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

            See Accountant's Report and Notes To Financial Statement

                                       F-4


<PAGE>



                                  USIP.COM, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     THREE MONTHS ENDED
                                                                                                          MARCH 31
                                                                                         -------------------------------------------
                                                                                                2004                   2003
                                                                                         --------------------   --------------------
Cash Flows From Operating Activities:
<S>                                                                                      <C>                    <C>
   Net (Loss)                                                                            $          (153,324)   $          (116,278)
   Adjustments to reconcile net  (loss) to net cash provided (used) by operating
     activities:
     Issuance of Common Stock for Professional Services                                                  --                      --
     Depreciation Expense                                                                             49,233                 53,668
     (Increase) Decrease in Commissions and Sales Receivables                                         45,409                 16,450
     (Increase) in Inventory                                                                             --                      --
     (Increase) Decrease in Prepaid Expenses                                                             322                  2,302
     Increase (Decrease) in Accounts Payable                                                          (5,361)                35,307
     Increase (Decrease) in Accrued Expenses and Wages                                                 8,401                 11,092
     (Decrease) in Accrued State Gross Receipts Taxes                                                   (549)                   589
                                                                                         --------------------   --------------------

        Net cash (used) by operating activities                                                      (55,869)                 3,130
                                                                                         --------------------   --------------------

Cash Flows From Investing Activities:
     Sale of Equipment                                                                                 1,441                   (365)
                                                                                         --------------------   --------------------

        Net cash provided by investing activities                                                      1,441                   (365)
                                                                                         --------------------   --------------------

Cash Flows From Financing Activities:
     Proceeds Received from Line of Credit                                                            64,000                 12,500
     Principal Payments on Long-term Debt                                                             (8,348)                (5,087)
     Repayments on Line of Credit Borrowings                                                              --                   (500)
                                                                                         --------------------   --------------------

        Net cash (used) by financing activities                                                       55,652                  6,913
                                                                                         --------------------   --------------------

Net Increase in cash                                                                                   1,224                  9,678

Cash - Beginning of Period                                                                             6,121                  7,021
                                                                                         --------------------   --------------------

Cash - End of Period                                                                     $             7,345    $            16,699
                                                                                         ====================   ====================

Supplemental Disclosures of Cash Flow Information:
   Cash Paid During Period The Period For:
     Interest                                                                            $             2,509    $             2,509
     Income Taxes                                                                        $                --    $                --
</TABLE>

            See Accountant's Report and Notes To Financial Statement

                                       F-5


<PAGE>



                                  USIP.COM, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (unaudited)

NOTE 1.  SUMMARY INFORMATION

         The accompanying  unaudited  consolidated  financial statements include
the accounts of USIP.Com, Inc. and our three wholly owned subsidiaries:  Datone,
Inc., NB Payphones Ltd., and The Platinum Funding  Corporation.  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  owed   subsidiary
corporation, The Platinum Funding Corporation.  This company was formed to enter
the  mortgage  brokering  business.  As of March  31,  2004,  there  has been no
activity within this corporation.

NOTE 3.  LINE OF CREDIT

         For  additional  capital  requirements,  the company has  increased the
borrowings on its lines of credit by $64,000,  increasing our liability to about
$508,500. We intend to use the additional funding for our continued expansion.

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 March 31,
2004 the outstanding amount on this note was $79,362.

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.             SUBSEQUENT EVENTS

         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.



<PAGE>



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

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.

HISTORY OF USIP.COM, INC.

         USIP.Com,  Inc.  ("USIP,"  the  "Company,"  "we,"  "our" or  "us")  was
incorporated  under  the laws of the  State  of Utah on  April 6,  1978 as Derby
Farms,  Inc. On January 19, 1982 our Articles of Incorporation  were amended and
the name of our company was changed to Commerce Oil of Kentucky, Inc.

         On January 31, 2000 Datone Communications, Inc., ("Datone"), a New York
corporation  and an  independent  payphone  provider  ("IPP")  merged  into  our
company.  All the Datone  shares  were  retired.  Datone  shareholders  received
7,268,388 restricted shares of common stock for their stock. On February 4, 2000
we amended our Articles of Incorporation and changed our name to USIP.Com, Inc.

         On April 29, 2000 we purchased  all the shares of NB  Payphones,  Ltd.,
("NB"),  the owner of 466 payphones in Pennsylvania and Cointel  Leasing,  Inc.,
("Cointel"),  the owner of 45 payphones in Syracuse,  New York, from Riviera Bay
Holding Trust, a Gibraltar Trust, for 8,750,000  restricted shares of our common
stock. NB is a USIP wholly owned subsidiary.

         On August 30, 2000 we incorporated  Datone, Inc. as a Delaware company.
Datone,  Inc.  is a USIP wholly  owned  subsidiary.  All the revenue  generating
assets and  related  expenses  that we received  from the Datone  Communications
Merger  were  subsequently  moved via an  intercompany  transfer  from USIP into
Datone, Inc. Datone, Inc., was capitalized with $1,017. All of the Datone, Inc.,
shares were given to USIP.  On October 1, 2000 we merged  Cointel  into  Datone,
Inc. by way of an inter company  transaction.  Management  decided that it would
not benefit our company to have two companies  that are in the same business and
location; we therefore combined the two in an effort to save money.

         On December 14, 2001 we incorporated The Platinum  Funding  Corporation
("Platinum"),  as a  New  York  wholly  owned  subsidiary  for  the  purpose  of
developing a real estate based mortgage brokerage business.  Platinum has had no
activity since December 14, 2001.



<PAGE>



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 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 our  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  our
business.  General  operating  expenses such as salaries,  employee benefits and
occupancy costs are, however, subject to normal inflationary pressures

Seasonality

         Our  revenues  from   payphone   operation  are  affected  by  seasonal
variations,  geographic distribution of payphones and type of location.  Because
we operate in the  northeastern  part of the country with many of the  payphones
located outdoor,  weather patterns affect our revenue streams. Our revenues drop
off  significantly  during winter and conversely  show an increase in the spring
and summer.  Our revenues are generally  lowest in the first quarter and highest
in the third quarter.

         The following  discussion  and analysis  should be read in  conjunction
with our consolidated financial statements and notes.

         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 statement.

         As of March 31, 2004, we owned and operated a network of  approximately
557  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.



<PAGE>



3. Payphone sales, repairs and pre-paid phone cards 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.

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

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

REVENUES

         Our total revenue  decreased by $62,732 or approximately  44.15%,  from
$142,105 in the three months ended March 31, 2003 to $79,373 in the three months
ended March 31, 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  656 in the three months ending March 31, 2003 to
approximately 557 in the three months ending March 31, 2004.

         Our commissions decreased by $2,079 or approximately 30.4%, from $6,838
in the three  months  ended March 31, 2003 to $4,759 in the three  months  ended
March 31, 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 $18,783 or approximately 35.4% from
$53,058 in three  months  ended  March 31,  2003 to $34,275 in the three  months
ended  March  31,  2004.  The  decrease  in  coin  call  revenue  was  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 $39,532 or  approximately
81.94% from  $48,246 in the three  months  ended March 31, 2003 to $8,714 in the
three months ended March 31, 2004.  This decrease is primarily due to a "Carrier
Take  Back"  by  Global  Crossing,   MCI  and  WilTel  Communications  that  had
significant impact on our fourth quarter  dial-around for 2003. 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." In addition,  we have received  notification  that AT&T will
administer  a `take back" that will impact our  dial-around  receivable  for the
first quarter of 2004.

         Our service & repair  sales  decreased  by $1,986 when  compared to the
same period in 2003. Our equipment sales  increased by $3,575,  from $235 in the
three months  ending  March 31, 2003 to $3,810 in the three months  ending March
31, 2004.  Our phone card revenue  decreased by $3,927 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 location  forced us to
reduce our phone card sites by approximately 42%.



<PAGE>



Cost of Sales

         Our overall cost of sales  decreased  for the three months ending March
31, 2004 by $17,006 or  approximately  13.91% from the three months ending March
31, 2003.  Telecommunication  costs decreased by $13,352,  the cost of providing
telephone service to 557 payphones in 2004 as compared to 656 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 commissions payable decreased by $185 due to a decrease in payphone
usage, a direct  response to increase use of cellular  phones and pre-paid phone
cards.  Our  contractor's  fee increased by $722 when compared to same period in
2003.  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,  selling them to the site
owners or removing them. 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 increased
by $244 a result of our management team's ongoing efforts to reduce cost.

Operation and Administrative Expenses

         Our operating expenses decreased by $9,165 or approximately  7.34% over
the same period in 2003.  This decrease in operating  expense is a direct result
of  management  diligently  working  to cut  expenses  and  run the  company  as
efficiently  as  possible.  Salaries and related  payroll  taxes were reduced by
$2,229 when  compared  to the same  expenses  for 2003.  Our  insurance  expense
decreased by $127 when compared to the fiscal year 2003.  Our rent  decreased by
$90  when  compared  to  2003.  Our  telephone,  utilities,  office,  and  other
miscellaneous expenses,  together account for a decrease of $4,291 when compared
to the same period ending March 31, 2003.  Professional fees decreased by $5,517
over  2003.  These  are  fees we pay to  accountants  and  attorneys  and  other
professionals  throughout  the year for various  task.  Our expenses for outside
services  increased by $2,094 over 2003, this increase is due to using temporary
personnel services. Our vehicle expense increased by $995 in 2004, this increase
was due to some major repairs to our one older vehicle.

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 March 31, 2004, we have a note
payable to Key Bank in the amount of $79,362. In addition we increased our lines
of credit by $64,000,  bringing our  liability to $508,500 for the period ending
March 31, 2004.

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.


<PAGE>



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.

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.



<PAGE>



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
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;



<PAGE>



            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.

         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.



<PAGE>



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

No reports on Form 8-K were filed in the second quarter of 2003.

                                   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