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