FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * JOHNSON DEVAL   2. Issuer Name and Ticker or Trading Symbol YP CORP [YPNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President and Secretary (Last) (First) (Middle) C/O YP.NET, INC., 4840 EAST JASMINE STREET, SUITE 105 3. Date of Earliest Transaction (Month/Day/Year) 10/07/2004 (Street) MESA, AZ 85205 4. If Amendment, Date Original Filed(Month/Day/Year) 10/07/2004 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/07/2004(1)   J   250,000 A (1) $ 2.08 (1) 1,581,735 (2) (3) D (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JOHNSON DEVAL C/O YP.NET, INC. 4840 EAST JASMINE STREET, SUITE 105 MESA, AZ 85205	X		Vice President and Secretary

Signatures

/s/ Jere M. Friedman, Attorney-in-Fact		10/07/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On October 7, 2004, the DeVal Johnson Family Trust (the "Trust"), of which the Reporting Person is Trustee, acquired 250,000 shares of the issuer's common stock in exchange for shares of a private company in which the Trust has an interest. The report as originally filed to disclose this transaction incorrectly stated the transaction date as October 1, 2004.
(2)	Represents (i) 204,000 shares beneficially owned directly by the Reporting Person, (ii) 250,000 shares beneficially owned by the Trust, and (iii) 1,127,735 shares beneficially owned by Advanced Internet Marketing, Inc. ("AIM"), of which the Reporting Person is President and of which the Trust is the sole owner. The Reporting Person's minor children are the beneficiaries of the Trust. The Reporting Person disclaims beneficial ownership of shares held by the Trust and by AIM except to the extent, if any, of his pecuniary interest therein.
(3)	This report correctly states the number of shares of the issuer's common stock held directly by the Reporting Person and held indirectly through AIM. The Reporting Person's previous reports on Forms 4 incorrectly showed the Reporting Person's direct holdings as 121,000 shares greater than his actual holdings, and AIM's holdings as 121,000 shares fewer than its actual holdings. The previous reports correctly showed the aggregate number of shares beneficially owned by the Reporting Person.

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