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)



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