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)
January 29, 2002
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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 10,350,000 Shares
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9. SOLE DISPOSITIVE POWER
-0- Shares
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10. SHARED DISPOSITIVE POWER
10,350,000 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,350,000 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
20.9%
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14. TYPE OF REPORTING PERSON
IN
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2
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1. NAMES OF REPORTING PERSONS
Morris & Miller, 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 *
WC
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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 10,350,000 Shares
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
-0- Shares
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,350,000 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,350,000 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
20.9%
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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 7, 1999, by Morris & Miller, Ltd.,
an Antigua and Barbuda corporation ("Morris & Miller").
This Amendment is being filed by Ilse F. Cooper, an Individual, together
with Morris & Miller (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 Morris & Miller. Morris & Miller was
formed for the purpose of acquiring and managing assets.
This Amendment is also being filed by Ilse F. Cooper for Morris & Miller
and on behalf of herself as well. Since Ms. Cooper serves as the Managing
Director of Morris & Miller, she may be deemed to control, directly or
indirectly, Morris & Miller and to beneficially own the shares of Common Stock
being reported on this Amendment by Morris & Miller.
Ms. Cooper is also the Managing Director of Mathew and Markson, Ltd.,
another corporation which is a Direct Owner of shares of the Common Stock of the
Issuer. However, Ms. Cooper, for Morris & Miller and for Mathew and Markson,
Ltd. 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 Mathew and Markson, Ltd. is a beneficial owner of the shares of Common
Stock of the Issuer covered by the Original Statement and this Amendment, or
that Morris & Miller is a beneficial owner of the shares of Common Stock of the
Issuer covered by any Statements and Amendments which may be filed by Mathew and
Markson, 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 Morris & Miller, Ltd.
Name: Morris & Miller, 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 reflected in a Schedule 14A filed on August 15, 2001, as of July 24,
2001, Morris & Miller had disposed of 25,000 Shares of Common Stock of the
Issuer, bringing its holdings to 9,325,000 Shares. This transaction was a gift.
Therefore, as of July 24, 2001, Morris & Miller held 9,325,000 Shares of
the Issuer's Common Stock.
Subsequently, on January 22, 2002, in a private transaction, Morris &
Miller, Ltd, purchased 1,025,000 Shares from another stockholder of the Issuer
for $80,000.00. These funds came from the Working Capital of Morris & Miller.
The original Form 5 filed by the Reporting Person on April 4, 2003, was
incorrect in that it underreported the acquisition by 25,000 Shares, stating
that it was 1,000,000 Shares, when it should have been 1,025,000 Shares.
In addition, a Statement on Schedule 13D filed by Morris & Miller on April
24, 2003 (the "April 24, 2003 Statement"), was also incorrect. While the total
number of shares reported in the April 24, 2003 Statement (namely 10,350,000) as
being held by Morris & Miller was correct, the April 24, 2003 Statement failed
to explain that Morris & Miller had other transactions in Shares subsequent to
the Original Statement, and these other transactions have been reported herein.
(1)
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(1) The April 24, 2003 Statement was denominated "Amendment No. 1." Although
when it was filed, it was the first amendment to the Original Statement,
but, now that previous (and subsequent) Amendments have been filed, that
document should not, technically speaking, be deemed to be the "first"
amendment to the Original Statement. Nevertheless, in the interests of
avoiding needless complexity, and of promoting meaningful disclosure, the
amendment number ("1") assigned to that document will not be adjusted, nor
will the numerical sequence of amendments to the Original Statement which
are this day being filed: they with begin with No. 1 and end with Number
10.
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Therefore, as was reflected in a Form 10-KSB filed by the Issuer on April
10, 2003, as of January 7, 2003, the total number of Shares of Common Stock of
the Issuer held by Morris & Miller was as follows:
Prior Balance 9,325,000 Shares
Addition 1,025,000 Shares
New Balance 10,350,000 Shares
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 the transaction was to acquire an additional 1,025,000
shares.
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 10,350,000 shares
of Common Stock of the Issuer representing approximately 20.9 % 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 49,531,840 issued and outstanding shares of the Common Stock
as of January 7, 2003, as reported by the Issuer in its Report on Form 10-KSB/A
filed on April 10, 2003, for the fiscal year ended September 30, 2002.
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Since Ms. Cooper may be deemed to control, directly or indirectly, Morris
& Miller, 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 Morris & Miller.
(b) Number of shares with sole voting and disposition power:
Morris & Miller directly owns the Shares and has the power to vote or
direct the vote and to dispose or direct the disposition of the Shares.
Since Ms. Cooper may be deemed to control, directly or indirectly, Morris
& Miller, 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 Morris &
Miller.
(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 Morris
& Miller, 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 Morris & Miller, Ms. Cooper serves as the Managing
Director of Morris & Miller.
(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 Morris & Miller in her capacity
as the Managing Director of Morris & Miller. There is no formal or written
Management Agreement between Morris & Miller 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
MORRIS & MILLER, 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
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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
MORRIS & MILLER, 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
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