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 September 20, 2004


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

            NEVADA                  000-24217             85-0206668
- -------------------------------    ------------     ----------------------
(State or other jurisdiction of    (Commission          (IRS Employer
 incorporation or jurisdiction)    File Number)     Identification Number)


    4940 E. JASMINE STREET, SUITE 105, MESA, ARIZONA          85205
    ------------------------------------------------        ----------
         (Address of principal executive office)            (Zip Code)

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

     Check  the  appropriate  box  below  if  the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ]       Written  communications  pursuant to Rule 425 under the Securities Act
          (17  CFR  230.425)

[ ]       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR  240.14a-12)

[ ]       Pre-commencement  communications  pursuant  to Rule 14d-2(b) under the
          Exchange  Act  (17  CFR  240.14d-2(b))

[ ]       Pre-commencement  communications  pursuant  to Rule 13e-4(c) under the
          Exchange  Act  (17  CFR  240.13e-4(c))


ITEM 7.01.  REGULATION FD DISCLOSURE

     On September 20, 2004, YP Corp. ("YP") announced the declaration of a $.01
dividend on each share of its outstanding common stock, payable on October 19,
2004 to stockhooders of record as of September 21, 2004.  A copy of the press
release is attached to this report as Exhibit 99.1.

     This information is being disclosed pursuant to Regulation FD. Accordingly,
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.

ITEM 9.01.  EXHIBITS.

EXHIBIT  NO.     ITEM
- ------------     ----

99.1             Press Release titled "YP Corp. Announces 3rd Consecutive
                 Dividend."

                                   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:  September  21,  2004               YP  CORP.


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


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