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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001015402-04-003523.txt : 20040823
<SEC-HEADER>0001015402-04-003523.hdr.sgml : 20040823
<ACCEPTANCE-DATETIME>20040820173911
ACCESSION NUMBER:		0001015402-04-003523
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040820
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040823

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:		04989788

	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 August 20, 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,               85205
                     ARIZONA                              -----------
      ----------------------------------------
              (Address of principal                        (Zip Code)
                executive office)

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 August 20, 2004 reporting the Registrant's
                 earnings for the third fiscal quarter ended June 30, 2004.

Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 20, 2004, YP Corp. issued a press release announcing its earnings for
the third 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:  August 20, 2004                   YP  CORP.


                                         /s/  Peter Bergmann
                                         ---------------------------------------
                                         Peter Bergmann, Chairman and Chief
                                         Executive Officer


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
YP ANNOUNCES 3RD QUARTER RESULTS

YP Corp. (OTCBB: YPNT), a leading provider of nationwide Internet Yellow Pages
and related services reported its financial results for the three months ended
June 30, 2004. Net Revenue for the three months ended June 30, 2004 was
$16,917,361 compared to $8,013,845 for the comparable period ended June 30,
2003, an increase of approximately 111%. The increase in revenue is principally
the result of two factors: (1) an increase in the number of our Internet
Advertising Package(TM) ("IAP") advertisers and (2) an increase in our monthly
pricing. The Company had approximately 224,474 paying IAP advertisers and
320,296 activated IAP advertisers at June 30, 2004 compared to approximately
161,000 paying IAP advertisers and 235,162 activated IAP advertisers at June 30,
2003, an increase of approximately 39% and 36% respectively. The increase in
paying advertisers is due to the continued success of our marketing program. YP
Corp. utilizes direct mailings as its primary marketing program.

Operating income for the three months ended June 30, 2004 was $3,513,172
compared to $2,155,018 in the same period in fiscal 2003, an increase of
approximately 63%. Operating margins were approximately 21% compared to
approximately 27% in the same period in fiscal 2003. Income before income taxes
for the three months ended June 30, 2004 was $4,048,533 compared to $2,352,869
in the comparable period in 2003, an increase of approximately 72%. Pre-tax
margins were approximately 24% in the fiscal 2004 period compared to
approximately 29% 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 advertisers to
telephone billing through the advertisers' 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 June 30, 2004 were $2,631,547, or $0.06
per share ($.05 per share on a diluted basis). compared to net profits of
$1,676,830, or $0.04 per share in the comparable period in 2003 or an increase
of approximately 57% in net income. Net margins were approximately 17% for the
three months ended June 30, 2004 versus 21% for the fiscal 2003 period.

Peter J. Bergmann, YP Corp.'s CEO commented, "We are seeing strong growth in
fiscal 2004. Despite the  events of the quarter, we expect the long-term effect
on profitability to be positive as a result of our efforts."


ABOUT YP CORP.
YP Corp., a leading provider of Internet-based Yellow Pages services, offers an
Internet Advertising Package(TM) ("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 June
30, 2004, YP Corp. had approximately 320,000 activated 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.


<PAGE>
FORWARD-LOOKING DISCLAIMER
This  press  release  may  include  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.
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.  Specific  forward-looking  statements contained in
this press release include, but are not limited to, (i) the continued success of
the  marketing  program;  (ii)  the  Company's expectation that dilution will be
reduced  to  more  normal  levels  over  the  next  few  quarters; and (iii) the
Company's  expectation  of  strong growth in fiscal 2004 and profitability to be
positive.

Factors  that  may  affect forward-looking statements and the Company's business
generally include but are not limited to (i) challenges the Company will face as
a  result  of  the  indictment  of  its former CEO; (ii) the success of existing
competitors  and  the  introduction  of new competitors in the market; (iii) the
impact of existing or new regulation on the Company's marketing and solicitation
efforts;  (iv)  risk  factors  and  cautionary  statements made in the Company's
Quarterly  Report  on  Form  10-QSB  for the period ended June 30, 2004; and (v)
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.

YP CORP. CONTACT
Roger Bedier
YP Corp Investor Relations
Phone 480-325-4339
rogerb@ypcorp.com


<PAGE>

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