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 31, 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)


ITEM  9.  REGULATION  FD  DISCLOSURE

     The  registrant's  Board of Directors approved an amendment to its recently
implemented  Shareholder  Rights  Plan  in  order  to  allow  one of its largest
shareholders, Frank J. Husic and certain of his affiliated entities, to purchase
additional shares of the Company's common stock.  The amendment became effective
as  of  May  31,  2004.

Previously  under  the  Company's  Shareholder  Rights  Plan,  Mr. Husic and his
affiliates, who owned approximately 15.4% of the Company's outstanding shares of
common  stock,  were  precluded from acquiring in excess of 18% of the Company's
common stock or be subject to significant dilution as a result of triggering the
dilutive  provisions  of the Shareholder Rights Plan.  The amendment now permits
Mr.  Husic  and  his  affiliates  to  acquire,  collectively,  up  to 25% of the
Company's  common  without  triggering  that  provision.

                                   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.

                                         YP CORP.


Date:  June 4, 2004                      /s/ PETER  BERGMANN
                                         ---------------------------
                                         Peter Bergman,
                                         Chief Executive Officer