987824109

                                    (CUSIP Number)                                    

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

            Seth W. Hamot

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization:

            A United States citizen

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power:

                2,575,830¹

  6.    Shared Voting Power:

                -0-

  7.    Sole Dispositive Power:

                2,575,830¹

  8.    Shared Dispositive Power:

                -0-

Aggregate Amount Beneficially Owned by Each Reporting Person:

            2,575,830¹

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

¨

Percent of Class Represented by Amount in Row (9):

            5.4%²

Type of Reporting Person (See Instructions):

            IN, HC

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

            Costa Brava Partnership III L.P. 04-3387028

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization:

             A Delaware limited partnership

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power:

                2,575,830¹

  6.    Shared Voting Power:

                -0-

  7.    Sole Dispositive Power:

                2,575,830¹

  8.    Shared Dispositive Power:

                -0-

Aggregate Amount Beneficially Owned by Each Reporting Person:

            2,575,830¹

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

¨

Percent of Class Represented by Amount in Row (9):

            5.4%²

Type of Reporting Person (See Instructions):

            PN

Names of Reporting Persons:

I.R.S. Identification Nos. of above persons (entities only):

            Roark, Rearden & Hamot, LLC 10-0000708

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization:

            A Delaware limited liability company

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power:

                2,575,830¹

  6.    Shared Voting Power:

                -0-

  7.    Sole Dispositive Power:

                2,575,830¹

  8.    Shared Dispositive Power:

                -0-

Aggregate Amount Beneficially Owned by Each Reporting Person:

            2,575,830¹

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

¨

Percent of Class Represented by Amount in Row (9):

            5.4%²

Type of Reporting Person (See Instructions):

            OO - Other

Item 1.

(a)

Name of Issuer:

YP Corp. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

4840 East Jasmine Street, Suite 105

Mesa, AZ 85205

Item 2.

(a)

Name of Person Filing:

Seth W. Hamot is the president of Roark, Rearden & Hamot, LLC, which is the general partner of Costa Brava Partnership III L.P. Each of the parties listed in the immediately preceding sentence is referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.” All of the shares of Common Stock, $0.001 par value that were beneficially owned by the Reporting Persons were held by Costa Brava Partnership III L.P.

(b)

Address of Principal Business Office or, if None, Residence:

The principal business address of each of Seth W. Hamot, Roark, Rearden & Hamot, LLC and Costa Brava Partnership III L.P. is 420 Boylston Street, Boston, MA 02116.

(c)

Citizenship:

Seth W. Hamot is a United States citizen. Costa Brava Partnership III L.P. is a Delaware limited partnership. Roark, Rearden & Hamot, LLC is a Delaware limited liability company.

(d)

Title of Class of Securities:

Common Stock, $0.001 par value

(e)

CUSIP Number:    

987824109

Item 3.

Item 4.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Item 5.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The Reporting Persons have agreed that this Schedule may be filed by Seth W. Hamot on behalf of all of them jointly pursuant to Rule 13d-1(k)(1). A copy of such agreement is attached as an Exhibit to this Schedule.