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<SEC-DOCUMENT>0001015402-04-002226.txt : 20040518
<SEC-HEADER>0001015402-04-002226.hdr.sgml : 20040518
<ACCEPTANCE-DATETIME>20040518165337
ACCESSION NUMBER:		0001015402-04-002226
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040518
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040518

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:		04816611

	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>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934


         Date of Report (Date of earliest reported event): May 18, 2004


                                    YP CORP.
               (Exact name of registrant as specified in charter)


             NEVADA                     000-24217                85-0206668
(State or other jurisdiction           (Commission              (IRS Employer
      of Incorporation)                File Number)          Identification No.)


4840 EAST JASMINE STREET, SUITE 105, MESA, ARIZONA                  85205
     (Address of principal executive offices)                     (Zip Code)


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


                                  YP.NET, INC.
                                  (former name)


<PAGE>
ITEM 5.   OTHER EVENTS.

On  May  18,  2004, YP Corp. issued a press release announcing that its Board of
Directors  had  adopted  a  Stockholders  Rights Plan.  A copy of the release is
attached  as  Exhibit  99.1.

ITEM 7.   EXHIBITS.

EXHIBIT
NUMBER    ITEM
- -------   ----

   99.1   Press release dated May 18, 2004.


                                   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 18, 2004                YP CORP.



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


                                        2
<PAGE>

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

                                  EXHIBIT 99.1
                                  ------------

                                  PRESS RELEASE

             YP CORP. ANNOUNCES ADOPTION OF STOCKHOLDER RIGHTS PLAN

     Mesa,  Arizona,  May  18, 2004 - YP Corp. (OTCBB-YPNT) today announced that
the  Company's  Board  of  Directors has declared a dividend distribution of one
right  on  each  outstanding share of its common stock.  Each right will entitle
stockholders  to  buy  one  one-thousandth  of a share of newly created Series A
Junior Participating Preferred Stock of the Company at an initial exercise price
of  $36.50  per  one  one-thousandth  share.

     The  rights  will  enable  the  Company's Board of Directors to control the
terms  and  timing  of its response if a third party makes an unsolicited bid to
acquire  control  of  the  Company.  The  rights  are  designed  to  protect the
interests  of the Company's stockholders, to ensure that all stockholders of the
Company  receive  fair and equal treatment in the event of any proposed takeover
of  the  Company,  and  to  guard  against  partial  tender  offers, open market
accumulations  and other tactics designed to gain control of the Company without
paying  all  stockholders  a  fair  price.  The rights accomplish these goals by
creating  the  potential  for  an  unacceptable level of dilution if an acquirer
takes certain actions without the Board of Directors' approval.  The bidder will
therefore be more likely to negotiate with the Board of Directors, which has the
ability  to  redeem  the  rights  or exempt the bidder from the rights' dilutive
effect  if the bidder's proposal is acceptable to the board.  The Company stated
that  the rights are not being distributed in response to any specific effort to
acquire  the  Company.

     In  general,  the rights become exercisable if a person or group becomes an
"Acquiring  Person,"  or  commences  or  announces a tender or exchange offer to
acquire  15%  or  more of the outstanding Common Stock, at which time each right
will  entitle its holder to purchase, at the right's exercise price, a number of
shares  of  common stock having a market value at that time of twice the right's
exercise  price.  Rights  held  by  an  Acquiring  Person  will become void.  In
general,  a  person  will become an Acquiring Person by acquiring 15% or more of
the  Company's  outstanding  Common  Stock.

      Frank  J.  Husic  and  certain  of  his  affiliates together currently own
approximately  15.4%  of  the  Company's outstanding common stock.  Such persons
will  become  an  Acquiring  Person  if  they,  together  with  their respective
affiliates  and  associates,  acquire  18%  or more of the Company's outstanding
Common Stock or beneficially own 15% or more of the outstanding Common Stock and
commence  or  announce  a tender or exchange offer to acquire 18% or more of the
Company's  outstanding  Common  Stock.  Mathew  and Markson, Ltd. currently owns
approximately  22.2%  and  Morris  and Miller, Ltd. currently owns approximately
21.7%  of the Company's outstanding common stock.  Either of Mathew and Markson,
Ltd.  or Morris and Miller, Ltd. will become an Acquiring Person if such entity,
together  with  its  affiliates  and  associates,  acquires  24%  or more of the
Company's  outstanding  Common  Stock  or  beneficially  owns 15% or more of the
outstanding  Common  Stock and commences or announces a tender or exchange offer
to  acquire  24%  or  more  of  the Company's outstanding Common Stock.  Each of
Husic, Mathew and Markson, Ltd., and Morris and Miller, Ltd. also will become an
Acquiring Person if at any time they own less than 15% of the outstanding Common
Stock  and  then  acquire


                                        1
<PAGE>
15%  or more of the outstanding Common Stock or commence or announce a tender or
exchange  offer  to  acquire  15%  or  more  of  the  outstanding  Common Stock.

     If  the  Company  is  acquired  in  a  merger or other business combination
transaction  after a person becomes an Acquiring Person, each right will entitle
its  holder to purchase, at the right's then-current exercise price, a number of
the  acquiring  company's  common  shares  having a market value at that time of
twice  the  right's  exercise  price.  The Company will generally be entitled to
redeem the rights at one cent per right at any time before any person becomes an
Acquiring  Person.

     The  dividend  distribution will be payable on May 18, 2004 to stockholders
of  record  on  May  4,  2004.  The rights will expire in ten years.  The rights
distribution  is  not  taxable  to  stockholders.

CONTACTS:

   YP Corp., Mesa
   Rick Cook, 480-654-9646 (Public Relations)
   rickc@YPCorp.com
   ----------------


                                        2
<PAGE>

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