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 July 19, 2005
YP
CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-24217
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85-0206668
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(State
or other jurisdiction of incorporation or jurisdiction)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4940
E. Jasmine Street, Suite 105, Mesa,
Arizona
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85205
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(Address
of principal executive office)
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(Zip
Code)
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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
8.01. Other Events.
On
July
19, 2005, YP Corp., a Nevada corporation (the “Company”) executed an amendment
(“Amendment”) to a Professional Employer Organization Service Agreement
(“Professional Service Agreement”) between the Company and Red Mountain Payroll
& Bookkeeping Service, Inc., a Nevada corporation (“Red Mountain”), the
successor in interest to Commercial Finance Services, Inc., a Nevada
corporation. Red Mountain provides the Company with certain payroll and employee
benefit services pursuant to the Professional Service Agreement. This Amendment
terminates the Professional Service Agreement as of December 31, 2005, at
which
time the Company will identify a provider of these services. The Amendment
also
includes Red Mountain’s acknowledgment of the receipt of a notice of breach. If
Red Mountain fails to cure the identified breaches to the satisfaction of
the
Company within 60 days the Professional Service Agreement will be immediately
terminated. Finally, the Amendment includes an agreement by Red Mountain
to
indemnify the Company against any claims or losses arising out of any wrongful
or negligent acts of or failure to act by Red Mountain.
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.
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Date:
July 25, 2005
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YP
CORP.
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/s/
Peter Bergmann
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Peter
Bergmann, Chairman and Chief Executive
Officer
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