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<SEC-DOCUMENT>0001015402-04-001969.txt : 20040511
<SEC-HEADER>0001015402-04-001969.hdr.sgml : 20040511
<ACCEPTANCE-DATETIME>20040511160045
ACCESSION NUMBER:		0001015402-04-001969
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040511
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040511

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YP CORP
		CENTRAL INDEX KEY:			0001045742
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				850206668
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		04796484

	BUSINESS ADDRESS:	
		STREET 1:		4840 E JASMINE ST
		STREET 2:		STE 110
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020
		BUSINESS PHONE:		4806549646

	MAIL ADDRESS:	
		STREET 1:		4840 EAST JASMINE STREET
		STREET 2:		SUITE 105
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	YP NET INC
		DATE OF NAME CHANGE:	19991112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RIGL CORP
		DATE OF NAME CHANGE:	19980707

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
		DATE OF NAME CHANGE:	19980115
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                       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) is May 11, 2004

                                    YP CORP.

             (Exact name of registrant as specified in its charter)


           NEVADA                        000-24217              85-0206668
- -------------------------------   ----------------------  ----------------------
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
 incorporation or jurisdiction)                           Identification Number)



4940 E. JASMINE STREET, SUITE 105, MESA,
              ARIZONA                                                  85205
- -------------------------------------------------                 --------------
        (Address of principal
           executive office)                                        (Zip Code)


Registrant's telephone number, including area code: (480) 654-9646

                                  YP.NET, INC.
                                  (former name)


<PAGE>
Item 7.   EXHIBITS.

EXHIBIT  NO.     ITEM
- ------------     ----

99.1             Press  Release  dated  May  11,  2004  reporting  the
                 Registrant's  earnings  for  the  second fiscal quarter
                 ended  March  31,  2004.



Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 11, 2004, YP Corp. issued a press release announcing its earnings for the
second  fiscal  quarter  ended  March  31, 2004.  A copy of the press release is
attached  as  Exhibit  99.1.

The  information  in  this Form 8-K and the Exhibit attached hereto shall not be
deemed  "filed"  for  purposes  of Section 18 of the Securities Act of 1934, nor
shall  it be deemed incorporated by reference in any filing under the Securities
Act  of  1934,  except  as shall be expressly set forth by specific reference in
such  filing.


                                      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  hereunto  duly  authorized.

Date:  May 11, 2004                   YP  CORP.


                                      /s/  Angelo  Tullo
                                      ------------------------------------------
                                      Angelo  Tullo,  Chairman  and  Chief
                                      Executive  Officer


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EARNINGS RELEASE
<TEXT>

YP CORP. REPORTS APPROXIMATELY 139% INCREASE IN REVENUE, 117% INCREASE IN
OPERATING INCOME AND 123% INCREASE IN NET INCOME

Mesa,  Arizona  -  (Business  Wire)
May 11, 2004

YP  Corp.(TM),  (OTCBB:  YPNT)  a leading provider of nationwide Internet Yellow
Pages  and  related services reported its financial results for the three months
ended  March 31, 2004. Net Revenue for the three months ended March 31, 2004 was
$16,394,853  compared  to  $6,849,044  for the comparable period ended March 31,
2003, an increase of approximately 139%.  The increase in revenue is principally
the  result of an increase in the number of our Internet Advertising Package(TM)
("IAP")  customers. The Company had approximately 305,000 IAP customers at March
31,  2004  compared to approximately 222,092 IAP customers at March 31, 2003, an
increase  of  approximately  37%.  The  increase  in IAP customers is due to the
continued  success  of our marketing program.  YP Corp. utilizes direct mailings
as  its  primary  marketing program and the sale of IAPs generates its principal
revenue.

Operating  income  for  the  three  months  ended  March 31, 2004 was $5,013,865
compared  to  $2,311,725  in  the  same  period  in  fiscal 2003, an increase of
approximately  117%.  Operating  margins  were  31%  compared to 34% in the same
period  in  fiscal  2003.  Income before income taxes for the three months ended
March 31, 2004 was $5,163,805 compared to $2,504,774 in the comparable period in
2003, an increase of approximately 106%.  Pre-tax margins were 32% in the fiscal
2004  period  compared  to  37%  in  the  fiscal  2003  period.  The decrease in
operating  and  pre-tax margins is primarily the result of a short-term increase
in  dilution  resulting  from  our  program  to  convert  direct-invoice  billed
customers  to  telephone billing through the customers' Local Exchange Carriers.
However,  we  expect  the  dilution to be reduced to more normal levels over the
next  few  quarters as this dilution runs its course through the billing system.

Net  profits for the three months ended March 31, 2004 were $3,348,599, or $0.07
per  share,  compared  to  net  profits of $1,504,921, or $0.03 per share in the
comparable  period  in  2003 or an increase of approximately 123% in net income.
Net  margins  were  20% for the three months ended March 31, 2004 versus 22% for
the  fiscal  2003  period.  The  decrease  in  operating  and pre-tax margins is
primarily  the  result  of  a short-term increase in dilution resulting from our
program  to convert direct-invoice billed customers to telephone billing through
the  customers'  Local Exchange Carriers.  However, we expect the dilution to be
reduced  to  more normal levels over the next few quarters as this dilution runs
its  course  through  the  billing  system.

Angelo  Tullo,  YP Corp.'s CEO commented, "We are seeing strong growth in fiscal
2004.  Despite  the  short-term  decrease  in  our margins in the second quarter
resulting  from  the  dilution attributable to our conversion program, we expect
the  long-term  effect  on  profitability  to  be  positive  as  a result of our
efforts."

YP  Corp.  will  be  conducting  a conference call to discuss the second quarter
financial results at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time), which will
include  comments  by  Angelo Tullo, Chairman and Chief Executive Officer, and a
financial  review  by  David  Iannini,  Chief  Financial  Officer.

Interested  parties  may  access  the  call by using confirmation code 507564 at
(800)  289-0494  for  U.S.  participants, or at (913) 981-5520 for international
participants.  In  addition,  a  recording of the call will be available for two
weeks  by  referencing the confirmation code and calling (888) 203-1112 for U.S.
participants, or (719) 457-0820 for international participants. This information
will  also  be  available  on  our  website  at  www.YP.Com.


<PAGE>
About  YP  Corp.
YP  Corp., a leading provider of Internet-based Yellow Pages services, offers an
Internet  Advertising  Package  ("IAP")  that  includes  a  Mini-WebPage(TM) and
Preferred Listing through its Yellow Pages web site at www.YP.Com. The Company's
web site contains listings for approximately 18 million businesses in the United
States  and 150 million individuals in the United States and Canada. As of March
31, 2004, YP Corp. had approximately 305,000 IAP advertisers.

YP  Corp.  also provides an array of other Internet services that complement its
Yellow  Pages  web  site,  including  an  Internet  Dial-Up Package(TM) (dial-up
Internet access) and QuickSite(TM) (web site design & hosting services).

YP Corp. is a longstanding member, exhibitor and sponsor of the two major Yellow
Pages trade associations - Yellow Page Integrated Media Association "YPIMA," the
major trade association of Yellow Pages publishers throughout the world, and the
Association  of  Directory Publishers "ADP," which mostly represents independent
Yellow  Pages  publishers.  YP Corp. is based in Mesa, AZ. For more information,
visit  the  web  site  at  www.YP.Com.

This  press  release  includes  statements  that  constitute  "forward-looking
statements,"  which  are  often  characterized  by  the terms "may," "believes,"
"projects,"  "expects,"  or  "anticipates," and do not reflect historical facts.
Specific forward-looking statements contained in this press release include, but
are  not limited to the Company's (i) anticipation that the increase in dilution
was a short-term event and will be reduced in future quarters; (ii) anticipation
of continued growth; (iii) expectation that its efforts will result in increased
profitability  in  the  long-term.  Forward-looking  statements  involve  risks,
uncertainties  and  other  factors that may cause actual results, performance or
achievements  of  YP  Corp.  and  its subsidiary to be materially different from
those  expressed  or  implied  by  such forward-looking statements. Factors that
could  affect  the  Company's  results  and cause them to materially differ from
those  contained  in  the  forward-looking  statements contained herein include,
without  limitation  the  Company's  failure  to  attract or obtain new Internet
Advertising  Package  customers, to realize the desired results of its marketing
and solicitation efforts or the failure to launch its branding campaign.

Other  factors  that  may  affect  forward-looking  statements and the Company's
business  generally  include but are not limited to: (i) the success of existing
competitors  and  the  introduction  of  new competitors in the market; (ii) the
impact of existing or new regulation on the Company's marketing and solicitation
efforts;  (iii)  risk  factors  and  cautionary statements made in the Company's
Annual  Report  on Form 10-KSB for the period ended September 30, 2003; and (iv)
other factors that YP Corp. is currently unable to identify or quantify, but may
exist  in  the  future.

Forward-looking  statements speak only as of the date the statement was made. YP
Corp.  does not undertake and specifically declines any obligation to update any
forward-looking  statements.

Public  Relations  contact:

YP  Corp.
David  Iannini
Chief  Financial  Officer
YP.Net,  Inc.
480-654-9646  x1258
Fax  480-654-9747


<PAGE>
<TABLE>
<CAPTION>
                                          YP CORP.
                            UNAUDITED CONSOLIDATED BALANCE SHEET
                                    AS OF MARCH 31, 2004


ASSETS:
CURRENT ASSETS
<S>                                                                                   <C>
   Cash and equivalents                                                               $ 2,242,002
   Accounts receivable, net of allowance for doubtful accounts of $5,193,394           13,231,132
   Prepaid expenses and other current assets                                              306,815
   Deferred tax asset                                                                   1,375,329
                                                                                      ------------
      Total current assets                                                             17,155,278

ACCOUNTS RECEIVABLE, long term portion, net of allowance
      for doubtful accounts of $359,203                                                 1,022,348

CUSTOMER ACQUISITION COSTS, net of accumulated amortization of $2,297,854               3,745,788

PROPERTY AND EQUIPMENT, net                                                               763,603

DEPOSITS AND OTHER ASSETS                                                                  45,380

INTELLECTUAL PROPERTY- URL, net of accumulated amortization of $2,100,460               3,432,638

ADVANCES TO AFFILIATES                                                                  5,071,892

                                                                                      ------------
      TOTAL ASSETS                                                                    $31,236,927
                                                                                      ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Accounts payable                                                                   $   822,474
   Accrued liabilities                                                                  1,994,232
   Notes payable- current portion                                                         115,868
   Income taxes payable                                                                 4,155,425
                                                                                      ------------
      Total current liabilities                                                         7,087,999

DEFERRED INCOME TAXES                                                                      40,518
                                                                                      ------------
      Total liabilities                                                                 7,128,517
                                                                                      ------------

STOCKHOLDERS' EQUITY:
   Series E convertible preferred stock, $.001 par value, 200,000 shares authorized,
      131,840 issued and outstanding, liquidation preference $39,552                       11,206
   Common stock, $.001 par value, 100,000,000 shares authorized,
      55,373,636 issued, 48,874,302 outstanding                                            48,874
   Paid in capital                                                                      9,751,126
   Deferred stock compensation                                                         (4,032,024)
   Treasury stock at cost                                                                (690,306)
   Retained earnings                                                                   19,019,534
                                                                                      ------------
      Total stockholders' equity                                                       24,108,410
                                                                                      ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $31,236,927
                                                                                      ============

<FN>
See the notes to these unaudited financial statements set forth in the Company's
                Form 10-QSB for the quarter ended March 31, 2004
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                     YP CORP.
                                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2004 AND MARCH 31, 2003


                                             Three Months       Six Months       Three Months       Six Months
                                                Ended             Ended             Ended             Ended
                                            March 31, 2004    March 31, 2004    March 31, 2003    March 31, 2003
                                           ----------------------------------------------------------------------
<S>                                        <C>               <C>               <C>               <C>


NET REVENUES                               $    16,394,853   $    30,261,820   $     6,849,044   $    12,590,499
                                           ----------------------------------------------------------------------

OPERATING EXPENSES:
     Cost of services                            6,618,537        11,500,939         1,848,966         3,671,116
     General and administrative expenses         3,134,522         5,925,265         1,666,108         3,042,186
     Sales and marketing expenses                1,428,210         2,718,390           862,939         1,495,374
     Depreciation and amortization                 199,719           395,912           159,306           298,238
                                           ----------------------------------------------------------------------
         Total operating expenses               11,380,988        20,540,506         4,537,319         8,506,914
                                           ----------------------------------------------------------------------

OPERATING INCOME                                 5,013,865         9,721,314         2,311,725         4,083,585
                                           ----------------------------------------------------------------------

OTHER (INCOME) AND EXPENSES
     Interest (income) expense                     (78,545)         (149,698)          (12,069)          (12,789)
     Other (income) expense                        (71,395)         (346,153)         (180,980)         (229,886)
                                           ----------------------------------------------------------------------

     Total other (income)expense                  (149,940)         (495,851)         (193,049)         (242,675)
                                           ----------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                       5,163,805        10,217,165         2,504,774         4,326,260

INCOME TAX  PROVISION (BENEFIT)                  1,815,206         3,583,881           999,853         1,728,447
                                           ----------------------------------------------------------------------

NET INCOME                                 $     3,348,599   $     6,633,284   $     1,504,921   $     2,597,813
                                           ======================================================================

NET INCOME PER SHARE:
 Basic                                     $          0.07   $          0.14   $          0.03   $          0.06
                                           ======================================================================

 Diluted                                   $          0.07   $          0.14   $          0.03   $          0.06
                                           ======================================================================

WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING:
  Basic                                         46,946,458        46,904,402        43,271,333        42,011,711
                                           ======================================================================

  Diluted                                       46,946,458        46,904,402        43,271,333        42,011,711
                                           ======================================================================

<FN>
    See the notes to these unaudited financial statements set forth in the Company's Form 10-QSB for the quarter
                                               ended March 31, 2004
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                           YP CORP.
                        UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTH PERIODS ENDED MARCH 31, 2004 AND MARCH 31, 2003

                                                               SIX MONTHS        SIX MONTHS
                                                                 ENDED             ENDED
CASH FLOWS FROM OPERATING ACTIVITIES:                        MARCH 31, 2004    MARCH 31, 2003
                                                            ----------------  ----------------
<S>                                                         <C>               <C>
  Net income                                                $     6,633,284   $     2,597,813
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Depreciation and amortization                                     395,912           298,239
  Income recognized on forgiveness of debt                                -           (45,362)
  Loss on disposal of fixed assets                                   36,932
  Amortization of deferred stock compensation                       503,071                 -
  Deferred income taxes                                              37,962           155,175
  Officers & consultants paid common stock                                -           453,750
  Common stock surrendered                                                -          (160,979)
  Changes in assets and liabilities:
    Trade and other accounts receivable                          (5,801,351)       (2,283,431)
    Customer acquisition costs                                     (502,547)       (1,218,660)
    Prepaid and other current assets                               (152,539)         (113,628)
    Other assets                                                     35,000            52,096
    Receivable from affiliate                                                        (110,121)
    Accounts payable                                                394,051           148,684
    Accrued liabilities                                             (72,743)         (105,603)
    Due to affiliates                                                                  14,017
    Income taxes payable                                          1,466,113         1,573,273
                                                            ----------------  ----------------
          Net cash  provided by operating activities              2,973,145         1,255,263
                                                            ----------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances made to affiliates and related parties                (2,725,000)         (400,000)
  Purchases of  intellectual property                              (151,863)           (6,761)
  Purchases of  equipment                                          (233,128)         (469,548)
                                                            ----------------  ----------------
          Net cash (used in)  investing activities               (3,109,991)         (876,309)
                                                            ----------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt                                                      -           147,000
  Principal repayments on notes payable                                   -          (454,000)
                                                            ----------------  ----------------
          Net cash (used)/provided by financing activities                -          (307,000)
                                                            ----------------  ----------------

(DECREASE) INCREASE IN CASH                                        (136,846)           71,954

CASH, BEGINNING OF PERIOD                                         2,378,848           767,108
                                                            ----------------  ----------------

CASH, END OF PERIOD                                         $     2,242,002   $       839,062
                                                            ----------------  ----------------

<FN>
  See the notes to these unaudited financial statements set forth in the Company's Form 10-QSB
                             for the quarter ended March 31, 2004
</TABLE>


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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