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 February 15, 2005

YP CORP.

(Exact name of registrant as specified in its charter) 
 
Nevada
  
000-24217
  
85-0206668
(State or other jurisdiction of
  incorporation or jurisdiction)
  
(Commission File Number)
  
(IRS Employer Identification
 Number)


4940 E. Jasmine Street, Suite 105, Mesa,
Arizona
  
85205
(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):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On February 15, 2005, YP Corp. issued a press release announcing its earnings for its fiscal quarter ended December 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.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.
Item
     
99.1
  
Press Release dated February 15, 2005 reporting the Registrant’s earnings for the quarterly fiscal period ended December 31, 2004.



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: February 15, 2005 YP CORP.
 
 		  
 		  
 
     /s/ Peter Bergmann
 
 
Peter Bergmann, Chairman and Chief Executive Officer