UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-A
                                 AMENDMENT No. 1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                    YP Corp.
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             (Exact Name of Registrant as Specified in Its Charter)

                     Nevada                                85-026668
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     (State of Incorporation or organization)          (I.R.S. Employer
                                                      Identification no.)

     4840 East Jasmine Street, Suite 110, Mesa, Arizona         85205
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     (Address of Principal Executive Offices)                 (Zip Code)

If  this  form  relates to the registration of a class of securities pursuant to
Section  12(b)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(c),  check  the  following  box.[ ]

If  this  form  relates to the registration of a class of securities pursuant to
Section  12(g)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(d),  check  the  following  box.[ ]

Securities  Act  registration  statement file number to which this form relates:
____________________  (if  applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

                                      N/A
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                                (Title of class)

Securities to be registered pursuant to Section 12(g) of the Act:

                        Preferred Stock Purchase Rights
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                                (Title of class)



                                EXPLANATORY NOTE

     On May 31, 2004, YP Corp., a Nevada corporation (the "Company") amended its
Shareholder Rights Agreement between the Company and Registrar and Transfer
Company, as Rights Agent, originally dated as of May 6, 2004. The amendment to
the Shareholder Rights Agreement permitted one of the Company's largest
shareholders, Frank J. Husic and certain of his affiliated entities, to purchase
additional shares of the Company's common stock.

     Previously under the Company's Shareholder Rights Agreement, 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 Agreement. The
amendment now permits Mr. Husic and his affiliates to acquire, collectively, up
to 25% of the Company's common without triggering that provision.

     As a result of the amendment, the terms of the Company's Preferred Stock
Purchase Rights were altered. The Company hereby amends the items, exhibits and
portions of its registration statement on Form 8-A (file no. 000-24217 filed
with the Commission on May 18, 2004) as set forth in the pages attached hereto:

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     A  dividend  of  one  preferred  share  purchase right (a "Right") for each
outstanding  share  of  common  stock,  par  value $0.001 per share (the "Common
Stock"),  of YP Corp. (the "Company") has been declared. The dividend is payable
to  stockholders  of record at the close of business on May 4, 2004 (the "Record
Date").  Each  Right entitles the registered holder to purchase from the Company
either  one  one-thousandth  of  a  share of Series A Preferred Stock, par value
$0.001  per  share,  of the Company (the "Preferred Stock") at a price of $36.50
per  one  one-thousandth  of  a share of Preferred Stock (the "Purchase Price"),
subject  to  adjustment,  or, under certain circumstances, a number of shares of
Common  Stock of the Company with a market value equal to two times the Purchase
Price.  The  description  and  terms  of  the  Rights  are set forth in a Rights
Agreement  dated as of May 6, 2004, as the same may be amended from time to time
(the  "Rights  Agreement"),  between  the  Company  and  Registrar  and Transfer
Company,  as  Rights  Agent  (the  "Rights  Agent").

     In  general,  until  the earlier to occur of (i) 10 days following a public
announcement  that  a  person  or  group of affiliated or associated persons has
become  an  Acquiring  Person  (as described below) or (ii) 10 business days (or
such  later  date as may be determined by action of the Board of Directors prior
to  such  time as any person or group of affiliated persons becomes an Acquiring
Person)  following the commencement of, or announcement of an intention to make,
a  tender  offer  or  exchange offer the consummation of which would result in a
person  or  group  of  affiliated  or  associated persons becoming an Affiliated
Person  (the  earlier  of  such dates being called the "Distribution Date"), the
Rights  will  be evidenced, with respect to any of the Common Stock certificates
outstanding  as  of  the  Record Date, by such Common Stock certificate together
with a copy of a summary describing the Rights (the "Summary of Rights"). Except
in  certain  situations,  a  person or group of affiliated or associated persons
becomes an "Acquiring Person"



upon  acquiring beneficial ownership of 15% or more of the outstanding shares of
Common  Stock.

     In  the case of Frank J. Husic and his affiliates (which together currently
own  approximately  15.4%  of the Company's outstanding shares of Common Stock),
separate  Rights  certificates  will  be  sent  to stockholders if such persons,
together  with  their  respective  affiliates  and associates, (a) have acquired
beneficial  ownership  of 25% or more of the outstanding shares of Common Stock,
or  (b)  beneficially  own 15% or more of the outstanding shares of Common Stock
and  commence  or  announce  a  tender  or  exchange offer to acquire beneficial
ownership  of  25%  or  more of the outstanding Common Stock, or (c) at any time
beneficially  own  less  than  15%  of  the outstanding Common Stock and acquire
beneficial  ownership  of 15% or more of the outstanding shares of Common Stock,
or  commence  or  announce  a  tender  or  exchange  offer to acquire beneficial
ownership of 15% or more of the outstanding Common Stock.  In the case of Mathew
and  Markson,  Ltd.  (which  currently  owns  22.2% of the outstanding shares of
Common  Stock)  or  Morris  &  Miller,  Ltd.  (which currently owns 21.7% of the
Company's  outstanding  shares  of  Common Stock), either of those entities will
become  an  Acquiring  Person  if  such entity, together with its affiliates and
associates,  (a)  has  acquired  beneficial  ownership  of  24%  or  more of the
outstanding  shares of Common Stock, or (b) beneficially owns 15% or more of the
outstanding  shares  of  Common  Stock  and  commences  or announces a tender or
exchange offer to acquire beneficial ownership of 24% or more of the outstanding
shares of Common Stock, or (c) at any time beneficially own less than 15% of the
outstanding  Common Stock and acquire beneficial ownership of 15% or more of the
outstanding shares of Common Stock, or commence or announce a tender or exchange
offer  to  acquire beneficial ownership of 15% or more of the outstanding Common
Stock.

     The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common  Stock.  Until  the  Distribution  Date  (or  earlier  expiration  of the
Rights),  new  Common  Stock  certificates  issued  after  the  Record Date upon
transfer  or new issuances of Common Stock will contain a notation incorporating
the  Rights  Agreement  by  reference.  Until  the Distribution Date (or earlier
expiration  of  the  Rights), the surrender for transfer of any certificates for
shares  of  Common  Stock  outstanding  as of the Record Date, even without such
notation  or  a copy of the Summary of Rights, will also constitute the transfer
of  the  Rights  associated  with the shares of Common Stock represented by such
certificate.  As  soon  as practicable following the Distribution Date, separate
certificates  evidencing  the  Rights  ("Right  Certificates") will be mailed to
holders  of  record  of  the  Common  Stock  as  of the close of business on the
Distribution  Date  and such separate Right Certificates alone will evidence the
Rights.

     The  Rights  are  not  exercisable until the Distribution Date.  The Rights
will  expire  on  April 26, 2014 (the "Final Expiration Date"), unless the Final
Expiration  Date  is  advanced  or  extended  or  unless  the Rights are earlier
redeemed  or  exchanged  by  the  Company,  in  each  case  as  described below.

     The  Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is subject to
adjustment  from  time  to  time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or



reclassification  of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred  Stock  of  certain  rights  or  warrants to subscribe for or purchase
Preferred  Stock at a price, or securities convertible into Preferred Stock with
a  conversion  price,  less  than the then-current market price of the Preferred
Stock  or  (iii)  upon  the  distribution  to  holders of the Preferred Stock of
evidences  of  indebtedness or assets (excluding regular periodic cash dividends
or  dividends  payable in Preferred Stock) or of subscription rights or warrants
(other  than  those  referred  to  above).

     The number of outstanding Rights is subject to adjustment in the event of a
stock  dividend  on  the  Common  Stock  payable  in  shares  of Common Stock or
subdivisions,  consolidations  or combinations of the Common Stock occurring, in
any  such  case,  prior  to  the  Distribution  Date.

     Shares  of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable.  Each share of Preferred Stock will be entitled, when, as, and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a) $1.00 per share, and (b) an amount equal to 1000 times the dividend declared
per  share of Common Stock.  In the event of liquidation, dissolution or winding
up  of  the  Company,  the  holders of the Preferred Stock will be entitled to a
minimum  preferential  payment  of  the greater of (a) $1.00 per share (plus any
accrued but unpaid dividends), and (b) an amount equal to 1000 times the payment
made  per  share  of Common Stock.  Each share of Preferred Stock will have 1000
votes,  voting  together  with  the  Common  Stock.  If the Company fails to pay
dividends  on the Preferred Stock for six quarters (whether or not consecutive),
the  size  of  the Company's Board of Directors will be increased by two members
and the holders of Preferred Stock, voting as a separate class, will be entitled
to  elect  the  two  additional  directors.  The holders of Preferred Stock will
retain this right until all dividend arrearages on the Preferred Stock have been
cured,  at  which  time the two additional members will cease to be directors of
the Company an the size of the Company's Board of Directors will be decreased by
two  members.

     In  the  event  of  any merger, consolidation or other transaction in which
outstanding  shares  of  Common  Stock are converted or exchanged, each share of
Preferred  Stock  will be entitled to receive 1000 times the amount received per
share  of  Common  Stock.  These  rights are protected by customary antidilution
provisions.

     Because  of  the nature of the Preferred Stock's dividend, liquidation, and
voting  rights,  the  value  of  the  one  one-thousandth interest in a share of
Preferred  Stock  purchasable upon exercise of each Right should approximate the
value  of  one  share  of  Common  Stock.

     In  the  event that any person or group of affiliated or associated persons
becomes  an  Acquiring  Person,  each  holder  of  a  Right,  other  than Rights
beneficially  owned  by the Acquiring Person (which will thereupon become void),
will  thereafter  have the right to receive upon exercise of a Right that number
of  shares of Common Stock having a market value of two times the exercise price
of  the  Right.

     In  the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50%  or  more  of  its  consolidated  assets  or  earning power are sold, proper
provisions  will  be  made  so  that  each  holder



of  a  Right  (other than Rights beneficially owned by an Acquiring Person which
will  have  become  void)  will  thereafter  have  the right to receive upon the
exercise  of  a  Right  that number of shares of common stock of the person with
which  the Company has engaged in the foregoing transaction (or its parent) that
at  the  time  of such transaction have a market value of two times the exercise
price  of  the  Right.

     At any time after any person or group becomes an Acquiring Person and prior
to  the  earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common  Stock,  the  Board  of  Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person, which will have become void),
in  whole or in part, for shares of Common Stock or Preferred Stock (or a series
of  the  Company's  preferred  stock  having equivalent rights, preferences, and
privileges),  at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in value thereto,
per  Right.

     With  certain  exceptions,  no  adjustment  in  the  Purchase Price will be
required  until  cumulative  adjustments require an adjustment of at least 1% in
such  Purchase  Price.  No  fractional shares of Preferred Stock or Common Stock
will  be  issued  (other  than  fractions  of  Preferred Stock that are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election  of  the  Company,  be  evidenced  by depositary receipts), and in lieu
thereof  an adjustment in cash will be made based on the current market price of
the  Preferred  Stock  or  the  Common  Stock.

     At  any  time prior to the time an Acquiring Person becomes such, the Board
of  Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price") payable, at the option of the
Company,  in cash, shares of Common Stock or such other form of consideration as
the  Board  of  Directors of the Company shall determine.  The redemption of the
Rights  may  be  made  effective  at  such  time,  on  such basis, and with such
conditions  as  the  Board  of  Directors  in its sole discretion may establish.
Immediately  upon any redemption of the Rights, the right to exercise the Rights
will  terminate  and  the only right of the holders of Rights will be to receive
the  Redemption  Price.

     For  so  long as the Rights remain redeemable, the Company may, except with
respect  to  the  Redemption  Price,  amend  the Rights Agreement in any manner.
After  the Rights are no longer redeemable, the Company may, except with respect
to  the Redemption Price, amend the Rights Agreement in any manner that does not
adversely  affect  the  interests  of  holders  of  the  Rights.

     Until  a Right is exercised or exchanged, the holder thereof, as such, will
have  no  rights as a stockholder of the Company, including, without limitation,
the  right  to  vote  or  to  receive  dividends.

     The  form  of  Rights  Agreement  between  the Company and the Rights Agent
specifying  the  terms  of  the  Rights, which includes as Exhibit A the form of
Certificate  of Designation of the Series A Junior Participating Preferred Stock
of  the  Company,  as Exhibit B the form of Rights Certificate, and as Exhibit C
the  form  of  Summary  of  Rights  to  Purchase  Preferred  Stock,  and



Amendment  No.  1  to  the Rights Agreement, are attached hereto as exhibits and
incorporated  herein  by  reference.  The foregoing description of the Rights is
qualified  by  reference  to  such  exhibits.

ITEM 2. EXHIBITS.

Exhibit No.                        Description
-----------    -------------------------------------------------------------

    (1)        Rights Agreement.

    (2)        Amendment to Rights Agreement



                                    SIGNATURE

          Pursuant  to the requirements of Section 12 of the Securities Exchange
Act  of  1934,  the registrant has duly caused this registration statement to be
signed  on  its  behalf  by  the  undersigned,  thereto  duly  authorized.


                                   YP CORP.


Date: June 4, 2004                 By:  /s/  Peter J. Bergmann
                                      -------------------------------------
                                      Peter Bergmann, Chairman and
                                      Chief Executive Officer