-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Kt7/f1I4om7M0JSS5+c1uNvEMK/WQyBRYjAZousw+l4kuEA/CdD47CIOxTq8undg
 DBBDW/ix12CzEPFlWHPCTg==

<SEC-DOCUMENT>0001144204-06-000744.txt : 20060106
<SEC-HEADER>0001144204-06-000744.hdr.sgml : 20060106
<ACCEPTANCE-DATETIME>20060106161348
ACCESSION NUMBER:		0001144204-06-000744
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040102
FILED AS OF DATE:		20060106
DATE AS OF CHANGE:		20060106

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			COOPER ILSE F
		CENTRAL INDEX KEY:			0001348778

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		06516683

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		268 562 1122

	MAIL ADDRESS:	
		STREET 1:		WOODS CENTRE FRIARS HILL ROAD
		STREET 2:		P O BOX W1407
		CITY:			ST JOHNS
		STATE:			B9
		ZIP:			00000

ISSUER:		

	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

	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

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MATHEW & MARKSON, LTD
		CENTRAL INDEX KEY:			0001348271
		STATE OF INCORPORATION:			B9
		FISCAL YEAR END:			0506

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		06516682

	BUSINESS ADDRESS:	
		STREET 1:		WOODS CENTRE FRIARS HILL ROAD
		STREET 2:		PO BOX W1407
		CITY:			ST JOHNS
		STATE:			B9
		ZIP:			00000
		BUSINESS PHONE:		268-562-1122

	MAIL ADDRESS:	
		STREET 1:		WOODS CENTRE FRIARS HILL ROAD
		STREET 2:		PO BOX W1407
		CITY:			ST JOHNS
		STATE:			B9
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>v032472_ex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2004-01-02</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001045742</issuerCik>
        <issuerName>YP CORP</issuerName>
        <issuerTradingSymbol>YPNT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001348778</rptOwnerCik>
            <rptOwnerName>COOPER ILSE F</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>WOODS CENTRE FRIARS HILL ROAD</rptOwnerStreet1>
            <rptOwnerStreet2>P O BOX W1407</rptOwnerStreet2>
            <rptOwnerCity>ST JOHNS</rptOwnerCity>
            <rptOwnerState>B9</rptOwnerState>
            <rptOwnerZipCode>00000</rptOwnerZipCode>
            <rptOwnerStateDescription>ANTIGUA AND BARBUDA</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001348271</rptOwnerCik>
            <rptOwnerName>MATHEW &amp; MARKSON, LTD</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>WOODS CENTRE FRIARS HILL ROAD</rptOwnerStreet1>
            <rptOwnerStreet2>PO BOX W1407</rptOwnerStreet2>
            <rptOwnerCity>ST JOHNS</rptOwnerCity>
            <rptOwnerState>B9</rptOwnerState>
            <rptOwnerZipCode>00000</rptOwnerZipCode>
            <rptOwnerStateDescription>ANTIGUA AND BARBUDA</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2004-01-02</value>
                <footnoteId id="F1"/>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>J</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>15000</value>
                </transactionShares>
                <transactionPricePerShare>
                    <footnoteId id="F2"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>10560062</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Estimated.</footnote>
        <footnote id="F2">See Explanation (Exhibit 99).</footnote>
        <footnote id="F3">Owned by the Reporting Person through Mathew and Markson, Ltd., a company jointly owned by the Reporting Person and her
 sister, and of which the Reporting Person is the Managing Director.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Ilse F. Cooper</signatureName>
        <signatureDate>2005-12-20</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Ilse F. Cooper, Managing Director of Mathew and Markson, Ltd.</signatureName>
        <signatureDate>2005-12-20</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>v032472_ex99.txt
<TEXT>

* Explanation of Response:

      As was reported in a Form 8-K filed on March 29, 1999, Mathew and Markson,
Ltd. (and its sister company, Morris & Miller, Ltd.) initially acquired the
Shares of Common Stock of the Issuer which are the subject of this Report
pursuant to an agreement (the "Stock Purchase Agreement") signed and executed on
March 16, 1999, between Telco Billing, Inc.; Mathew and Markson, Ltd.; Morris &
Miller, Ltd.; and RIGL Corporation ("RIGL"), which was the former name of the
Issuer. Mathew and Markson, Ltd. and Morris & Miller, Ltd. were the sole
shareholders of Telco.

      Pursuant to the Stock Purchase Agreement, Mathew and Markson, Ltd.
surrendered its shares of Telco, and, in exchange, Mathew and Markson, Ltd.
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
pursuant to the Stock Purchase Agreement.

      Subsequently, as reflected in a Form 10-KSB filed on September 19, 2000,
Mathew and Markson, Ltd. 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, Ltd. 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 & Markson, Ltd. $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 Markson,
Ltd., 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.

      This transaction brought Mathew and Markson, Ltd.'s holdings to 10,575,062
Shares as of December 15, 2003.

      Subsequently, as was reflected in a schedule prepared by the Issuer's
Transfer Agent, as of January 2, 2004, Mathew and Markson, Ltd, held - not
10,575,062 - but 10,560,062 shares of the Issuer's Common Stock, indicating
that, between December 15, 2003, and January 2, 2004, Mathew and Markson, Ltd.
had disposed of 15,000 shares of the Issuer's Common Stock, reducing its
holdings to 10,560,062 Shares.

      Therefore, as of January 2, 2004, the total number of Shares of Common
Stock of the Issuer held by Mathew and Markson, Ltd. was as follows:

            Prior Balance                          10,575,062 Shares
            (Disposition)                            (15,000 Shares)
            New Balance                            10,560,062 Shares
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
