UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported event): July 6, 2006


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

Nevada
000-24217
85-0206668
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


4840 East Jasmine Street, Suite 105, Mesa, Arizona
85205
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (480) 654-9646 

Copies to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725

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 7.01 Regulation FD Disclosure

 
On July 6, 2006, YP Corp. announced that it will report its third fiscal quarter financial performance on August 14, 2006 and provided forward guidance with regard to its key financial measurers for that quarter. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. In accordance with Regulation FD, this current report is being filed to publicly disclose all information that was provided in its press release. This report under Item 7.01 is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits


Exhibit
Number
  
Description
99.1
  
Press Release, dated July 6, 2006, issued by YP Corp.


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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.
 
     
   
YP CORP.
 
 		  
 		  
 
Date: July 6, 2006   /s/ Gary Perschbacher
 
Gary Perschbacher
  Chief Financial Officer
 
 
 
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