-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/xiZSyrluYeQnj+ktcxTFNXwjan4NdgV6Dob4L2HBeGoqoyymKEyAikIwQQVSYt 6wdH/kmAH0mSQKis9bHvBA== 0000939802-05-000466.txt : 20050623 0000939802-05-000466.hdr.sgml : 20050623 20050623163818 ACCESSION NUMBER: 0000939802-05-000466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USIP COM INC CENTRAL INDEX KEY: 0001119721 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 16583162 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31193 FILM NUMBER: 05912835 BUSINESS ADDRESS: STREET 1: 7323 OSWEGO ROAD CITY: LIVERPOOL STATE: NY ZIP: 13090 BUSINESS PHONE: 3154511515 MAIL ADDRESS: STREET 1: 7323 OSWEGO ROAD CITY: LIVERPOOL STATE: NY ZIP: 13090 8-K 1 form8k062205.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2005 USIP.COM, INC. (Exact name of registrant 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, NY 13090 (Address of principal executive office) (315) 451-7515 (Registrant's Telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT On May 24, 2004 USIP.Com, Inc. ("USIP") signed an Agreement and Plan of Merger ("Agreement") with Cornerstone Services Group, Inc. ("Cornerstone"). Under the terms of the proposed Merger Cornerstone was to merge into USIP, with USIP to remain the surviving corporation. Thereafter the name of the surviving corporation was to be changed to Cornerstone Services Group, Inc. Since entering the Agreement the parties have been pursuing the Merger, but were ultimately unable to complete the transaction due to Cornerstone's deteriorating financial condition. On June 22, 2005 the parties mutually agreed to terminate the Agreement and to cease further efforts to effect the Merger. No termination penalties will be incurred by USIP. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS None SIGNATURE Pursuant to the requirements of the Security Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersign hereunto duly authorized. USIP.COM., INC. (Registrant) Date: June 23, 2005 /s/ Craig Burton ----------------------------------- Craig Burton, President -----END PRIVACY-ENHANCED MESSAGE-----