UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment Number 3)
YP Corp.
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(Name of Issuer)
Common Stock, Par Value $0.001 per share
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(Title of Class of Securities)
987824109
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(CUSIP Number)
Ilse F. Cooper
Woods Centre, Friar's Hill Road
Suite 1407
St. John's Antigua, West Indies
(268) 562-1122
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2003 (Estimated)
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
Parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. NAMES OF REPORTING PERSONS
Ilse F. Cooper
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS *
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY -0- Shares
OWNED BY ---------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 10,575,062 Shares
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9. SOLE DISPOSITIVE POWER
-0- Shares
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10. Shared Dispositive Power
10,575,062 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,575,062 Shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.78%
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14. TYPE OF REPORTING PERSON
IN
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2
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1. NAMES OF REPORTING PERSONS
Mathew and Markson, Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS *
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Antigua and Barbuda
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY -0- Shares
OWNED BY ---------------------------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 10,575,062 Shares
---------------------------------------------------------
9. SOLE DISPOSITIVE POWER
-0- Shares
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,575,062 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,575,062 Shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
|_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.78%
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14. TYPE OF REPORTING PERSON
CO
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3
This amendment (the "Amendment") amends and supplements the Statement on
Schedule 13D, (the "Original Statement"), previously filed with the Securities
and Exchange Commission (the "SEC") on April 8, 1999, by Mathew and Markson,
Ltd., an Antigua and Barbuda corporation ("Mathew and Markson").
This Amendment is being filed by Ilse F. Cooper, an Individual, together
with Mathew and Markson (together, the "Reporting Persons"), with respect to
their beneficial ownership of the common stock (the "Common Stock" or the
"Shares"), Par Value $0.001 per share, of YP Corp., a Nevada corporation,
formerly known as RIGL Corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER
This Amendment relates to the Shares of the Issuer, which has its
principal offices at 4840 East Jasmine Street, Suite 105, Mesa, Arizona.
ITEM 2. IDENTITY AND BACKGROUND
(a)
This Amendment is being filed by Mathew and Markson. Mathew and Markson
was formed for the purpose of acquiring and managing assets.
This Amendment is also being filed by Ilse F. Cooper for Mathew and
Markson and on behalf of herself as well. Since Ms. Cooper serves as the
Managing Director of Mathew and Markson, she may be deemed to control, directly
or indirectly, Mathew and Markson and to beneficially own the shares of Common
Stock being reported on this Amendment by Mathew and Markson.
Ms. Cooper is also the Managing Director of Morris & Miller, Ltd., another
corporation which is a Direct Owner of shares of the Common Stock of the Issuer.
However, Ms. Cooper, for Mathew and Markson and for and on behalf of herself as
well, hereby declares that the filing of the Original Statement and this
Amendment shall not be construed as an admission that Morris & Miller, Ltd. is a
beneficial owner of the shares of Common Stock of the Issuer covered by the
Original Statement and this Amendment, or that Mathew and Markson is a
beneficial owner of the shares of Common Stock of the Issuer covered by any
Statements and Amendments which may be filed by Morris & Miller, Ltd. on
Schedule 13D.
(b)
Information as to Ilse F. Cooper
Name: Ilse F. Cooper
State of Residence: Antigua, West Indies
Principal Business: Investor
Address of
her Principal Business: Woods Centre, Friar's Hill Road
Suite 1407
St. John's Antigua, West Indies
Address of
her Principal Office: Woods Centre, Friar's Hill Road
Suite 1407
St. John's Antigua, West Indies
Convictions
in the last 5 years: None
Securities law
violations
in the last 5 years: None
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Information as to Mathew and Markson, Ltd.
Name: Mathew and Markson, Ltd.
State of Incorporation: Antigua and Barbuda
Principal Business: Investments
Address of
its Principal Business: Woods Centre, Friar's Hill Road
Suite 1407
St. John's Antigua, West Indies
Address of
its Principal Office: Woods Centre, Friar's Hill Road
Suite 1407
St. John's Antigua, West Indies
Convictions
in the last 5 years: None
Securities law
violations
in the last 5 years: None
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As was reported in a Schedule 13D filed on April 8, 1999 (and a Form 8-K
filed on March 29, 1999), Mathew and Markson (and its sister company, Morris &
Miller, Ltd.) initially acquired shares of Common Stock of the Issuer pursuant
to an agreement (the "Stock Purchase Agreement") signed and executed on March
16, 1999, between Telco Billing, Inc.; Mathew and Markson; Morris & Miller,
Ltd.; and RIGL Corporation ("RIGL"), which was the former name of the Issuer.
Mathew and Markson and Morris & Miller, Ltd. were the sole shareholders of
Telco.
Pursuant to the Stock Purchase Agreement, Mathew and Markson surrendered
its shares of Telco, and, in exchange, Mathew and Markson received 900,000
Shares of RIGL.
Subsequently, as reported in a Form 8-K filed on June 30, 1999, on June
15, 1999, 6,750,000 additional Shares of Common Stock of the Issuer were issued
to Mathew and Markson pursuant to the Stock Purchase Agreement.
Subsequently, as reflected in a Form 10-KSB filed on September 19, 2000,
as of June 30, 2000, Mathew and Markson had disposed of 50,000 Shares of Common
Stock of the Issuer. This transaction was a gift.
Therefore, as of June 30, 2000, Mathew and Markson held 7,600,000 Shares
of the Issuer's Common Stock.
In addition, and in connection with the acquisition of Telco, RIGL (the
Issuer's predecessor) also agreed to pay Mathew and Markson $5,000,000 as a
discounted accelerated royalty payment for a 20-year license of the
URLYellow-Page.Net.
Subsequently, in settlement of the Issuer's breach of, and noncompliance
with, the original Acquisition Agreement and Extension Agreement with Telco
(dated June 16, 1999), the Issuer agreed to pay $550,000.00 to Mathew and
Markson, and ultimately issued 2,975,062 shares of its Common Stock at $0.09 per
share, which value was based upon the average Bid and Ask Prices as of September
25, 2001.
Thus, as was reflected in a schedule prepared by the Issuer's Transfer
Agent, as of December 15, 2003, Mathew and Markson held 10,575,062 Shares.
Therefore, this Amendment is being filed to indicate that as of December
15, 2003, the Transfer Agent's records reflect that the total number of Shares
of Common Stock of the Issuer held by Mathew and Markson was as follows:
Prior Balance 7,600,000 Shares
Addition 2,975,062 Shares
New Balance 10,575,062 Shares
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ITEM 4. PURPOSE OF TRANSACTION
The Shares were originally acquired by the Reporting Persons for
investment purposes. The Reporting Persons acquired the Shares in order to
obtain a substantial equity position in the Issuer based on the Reporting
Persons' belief that the Common Stock represented an attractive investment
opportunity.
The purpose of this transaction was to settle a dispute between Mathew and
Markson and the Issuer.
Depending upon overall market conditions, or other investment
opportunities available to the Reporting Persons in the Issuer, or through the
availability of additional Shares at attractive prices, the Reporting Persons
may endeavor to increase their position in the Issuer through, among other
things, the purchase of shares of Common Stock on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable. The Reporting Persons anticipate that, from time to
time, they may communicate with the Issuer regarding the composition of
Management and the Issuer's business and strategic opportunities, and they may
identify to the Issuer such strategic opportunities and alternatives to be
considered by the Issuer.
Other than as set forth in this Amendment, and as of the date it should
have been filed, neither of the Reporting Persons has any plans or proposal that
relate to or would result in any of the results specified in Paragraphs (a)
through (j) of ITEM 4 of this Amendment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate number of shares:
The Reporting Persons beneficially own an aggregate of 10,575,062 shares
of Common Stock of the Issuer representing approximately 21.78 % of the issued
and outstanding shares of Common Stock of the Issuer.
The percentage ownership of the Reporting Persons in the Issuer's Common
Stock is based on 48,560,802 issued and outstanding shares of the Common Stock
as of December 26, 2003, as reported by the Issuer in its Report on Form 10-KSB
for KSB for the fiscal year ended September 30, 2003.
Since Ms. Cooper may be deemed to control, directly or indirectly, Mathew
and Markson, she may be deemed to have the power to direct the vote or
disposition of the Shares, and accordingly, she may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3 under the Exchange Act,
to beneficially own the Shares held by Mathew and Markson.
(b) Number of shares with sole voting and disposition power:
Mathew and Markson directly owns the Shares and has the power to vote or
direct the vote and to dispose or direct the disposition of the Shares.
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Since Ms. Cooper may be deemed to control, directly or indirectly, Mathew
and Markson, she may be deemed to have shared power to vote or direct the vote
and to dispose or direct the disposition of the Shares, and she may be deemed,
for purposes of determining beneficial ownership pursuant to Rule 13d-3 under
the Exchange Act, to beneficially own the shares of Common Stock held by Mathew
and Markson.
(c) Transactions effected during the last sixty days:
None.
(d) Other Persons with the right to receive or the power to direct the
receipt of dividends:
Although Ms. Cooper and her sister, Ms. Anita Bachman, jointly own Mathew
and Markson, and although Ms. Cooper and her sister have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the Shares owned by Mathew and Markson, Ms. Cooper serves as the Managing
Director of Mathew and Markson.
(e) Date on Which Reporting Persons cease being 5% Beneficial Owners:
Not applicable.
ITEMS 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Ms. Cooper provides management services to Mathew and Markson in her
capacity as the Managing Director of Mathew and Markson. There is no formal or
written Management Agreement between Mathew and Markson and Ms. Cooper.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.
Name of Reporting Person Date
MATHEW AND MARKSON, LTD.
By: /s/ Ilse F. Cooper January 31, 2006
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Ilse F. Cooper, Managing Director
ILSE F. COOPER
By: /s/ Ilse F. Cooper January 31, 2006
---------------------------------
Ilse F. Cooper
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that this Amendment, dated January 31, 2006,
relating to the Common Stock of YP Corp., shall be filed on behalf of the
undersigned.
Name of Reporting Person Date
MATHEW AND MARKSON, LTD.
By: /s/ Ilse F. Cooper January 31, 2006
---------------------------------
Ilse F. Cooper, Managing Director
ILSE F. COOPER
By: /s/ Ilse F. Cooper January 31, 2006
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Ilse F. Cooper
9