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 October 12, 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 October 12, 2005, YP Corp. issued a press release announcing updated earnings guidance for its fiscal quarter ended September 30, 2005. 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
 
Press Release dated October 12, 2005.



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: October 12, 2005
YP CORP.
   
   
 
/s/ Peter Bergmann
 
Peter Bergmann, Chairman and Chief Executive Officer