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 November 1, 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,
               ARIZONA                                        85205
- -----------------------------------------                   ----------
       (Address of principal                                (Zip Code)
         executive office)


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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 1, 2004, YP Corp. ("YP") and Penny Spaeth formalized Ms Spaeth's
position with YP by entering into an employment agreement (the "Employment
Agreement"). The term of the Employment Agreement is for two years and such term
shall automatically renew for successive one-year terms unless and until the
Employment Agreement is terminated by either party. Under the Employment
Agreement, Ms. Spaeth will, among other things:

     -    continue to serve as Chief Operating Officer of YP and report to Peter
          Bergmann, YP's Chief Executive Officer;
     -    be entitled to an initial annual base salary of $137,500 with an
          increase to $151,250 in the second year of the contract and,
          thereafter, annual increases of at least 10%;
     -    be entitled to a $1,000 signing bonus and an annual bonus of 25,000
          shares of restricted stock under YP's 2003 Stock Plan in the event
          that YP's basic earnings per share for the respective fiscal year
          exceed the prior fiscal year's basic earnings per share by at least
          50%;
     -    be entitled to a $400 monthly car allowance and $100 per month cell
          phone reimbursement;
     -    be entitled to customary benefits; and
     -    be entitled to receive two months of payments under the contract if
          she is terminated without cause or the Company undergoes a change of
          control; and

                                   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: November 12, 2004                      YP CORP.


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