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 November 4, 2004

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

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

                 ARIZONA                                   85205
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(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))


On November 4, 2004, YP Corp. ("YP") entered into a Termination Agreement with
Advanced Internet Marketing, Inc. ("AIM"), an entity controlled by DeVal
Johnson, a director of YP, concerning the termination of the Executive
Consulting Agreement, dated September 20, 2002, between YP and AIM. Mr.
Johnson's resignation as an officer of YP and its subsidiary coincided with the
execution of the Termination Agreement.

The Executive Consulting Agreement with AIM had provided for the provision of
executive management services by AIM through DeVal Johnson and other AIM

The Termination Agreement provides for the payment of $367,570 to AIM, payable
over 18 months. The required remaining amount that would have been payable to
AIM under the Executive Consulting Agreement through its expiration in 2007 was
approximately $1 million.

Specifically,  the  amounts owed to AIM under the Termination Agreement with AIM
are  payable  as  follows:

          a.   $50,000 upon execution of the Termination Agreement;

          b.   $14,865 payable at the beginning of each month for 18 months
               commencing December 1, 2004;

          c.   $50,000 on January 1, 2005;

Upon a change of control or the sale of all or substantially all of the assets
of YP, all the foregoing payments to AIM will be immediately due and payable.

Additionally, pursuant to the Termination Agreement, AIM and its respective
officers, directors and affiliates have agreed not to compete with or solicit
customers or employees of YP for a period of six years. Finally, the Termination
Agreement requires Mr. Johnson and other officers and employees of AIM to make
themselves available to YP for consultation.

Mr.  Johnson  will  remain  a  director  of  YP.


On  November  4, 2004, YP and AIM terminated the Executive Consulting Agreement,
dated  September  20,  2002,  between  YP  and  AIM.

The Executive Consulting Agreement was scheduled to expire in September 2007 and
had remaining total payments to AIM of approximately $1 million.   The Agreement
provided  for  executive  management  services  by  AIM, primarily through DeVal
Johnson,  the President of AIM and one of the founders of YP.  Specifically, Mr.
Johnson  provided  the  services of director, Corporate Secretary, and Executive
Vice President of Corporate Image.  In addition to the services discussed above,
YP  also  outsourced the design and some of the marketing of its

website  to  AIM.  As part of the Agreement, AIM originally received $18,000 per
month  with  a  10% annual increase in each succeeding year, as well as board of
director  fees,  an  annual  bonus,  and  fees  and  reimbursements  for certain
ancillary  items.  In  addition,  the  Agreement also awarded AIM with 1,000,000
shares  of  YP  common stock, grossed-up for taxes, subject to achieving certain
performance  goals  for  YP  in  fiscal  2003,  which  were  achieved.

As  part  of  the  agreement,  a  Flex Compensation program was instituted. This
program  provided  AIM  with  the  ability  to  be  paid  up to $30,000 annually
(increased  by  10%  on  each  anniversary  date of the agreement) as additional
compensation,  subject  to  sufficient cash on hand at YP. The taxes on the Flex
Compensation,  bonus  and  stock  were  paid  by  YP. In addition, the Agreement
contained a Due on Sale clause whereby, if there were a change of control of YP,
AIM  would  receive the greater of 30% of the amounts due under the Agreement or
12  months'  worth  of  fees.

The  Agreement  contained a termination penalty, whereby YP would be required to
pay  AIM,  in a single lump sum, the greater of 30% of the amounts due under the
Agreement  or  12  months' worth of fees.  YP negotiated a Termination Agreement
with AIM and Mr. Johnson that provides for scheduled payments over 18 months and
non-compete  and  consulting  covenants  from  AIM.

Mr. Johnson will remain a director of YP.


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:  November 8, 2004                     YP CORP.

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