This Amendment No. 2 to Schedule 13D is being filed on behalf of (i) Endurance Partners, L.P., a Texas limited partnership (“Endurance”), (ii) Endurance Partners (Q.P.), L.P., a Texas limited partnership (“Endurance QP”), (iii) Endurance General Partners, L.P., a Texas limited partnership (“Endurance GP”), (iv) Ewing & Partners, a Texas general partnership (“E&P”), (v) Ewing Asset Management, LLC, a Texas limited liability company (“EAM”), and (vi) Timothy G. Ewing, a United States citizen (“Mr. Ewing”) (all such persons collectively referred to herein as the “Reporting Persons”), as an amendment to the Statement on Schedule 13D, relating to shares of common stock (“Common Stock”) of YP Corp. (the “Issuer”), as originally filed with the Securities and Exchange Commission ("SEC") on August 7, 2006, and as previously amended (the “Statement”).

            This amendment is being made to disclose (i) the purchase of Issuer’s Common Stock by Endurance and Endurance QP, and (ii) a change in the Reporting Persons’ percentage of beneficial ownership of the Common Stock, resulting from an acquisition of the Issuer's Common Stock.

Item 3 of the Statement is hereby amended and restated in its entirety to read:

            The securities reported as beneficially owned by the Reporting Persons were acquired with funds of approximately $5,063,000 (including brokerage commissions).  All such funds were provided from the working capital of Endurance and Endurance QP.  Endurance and Endurance QP maintain separate investment funds consisting of capital contributions from their respective partners and investors and capital appreciation derived therefrom for the principal purpose of buying and selling securities.
           

            (a) The Reporting Persons may be deemed to beneficially own collectively an aggregate of 7,026,773 shares of Common Stock, representing 10.6% of the Issuer’s outstanding Common Stock.

            For purposes of the above calculation and all calculations herein relating to the Reporting Persons’ percentage of beneficial ownership of the Common Stock, this statement assumes that 66,090,858 shares of Common Stock are issued and outstanding.  That sum includes (i) the 50,122,344 shares of Common Stock that were outstanding as of May 1, 2007 (as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007), and (ii) the 14,504,808 shares of Common Stock that were authorized for issuance to former holders of LiveDeal, Inc. common stock in connection with a merger of the Issuer and LiveDeal, Inc. ("the Merger") and the 1,463,706 shares of Common Stock issued to cancel $1,021,666 of LiveDeal, Inc. debt in connection with the Merger (as reported in the Issuer's Current Report on Form 8-K filed with the SEC on June 7, 2007).

            The Reporting Persons other than Endurance, Endurance QP and Endurance GP each expressly disclaim beneficial ownership for all purposes of the Common Stock held by Endurance and Endurance QP.

            (b) Endurance and Endurance QP are advisory clients of E&P.  Endurance is the beneficial owner of 2,104,722 shares of Common Stock, representing approximately 3.2% of the outstanding Common Stock.  Endurance QP is the beneficial owner of 4,922,001 shares of Common Stock, representing approximately 7.4% of the outstanding Common Stock.  Endurance GP, as the general partner of Endurance and Endurance QP, EAM, as the general partner of Endurance GP, and Mr. Ewing, as the member of EAM, may be deemed, for purposes of Rule 13d-3 under the Act, to be the beneficial owner of the shares of Common Stock held by Endurance and Endurance QP.

            Since E&P’s advisory contracts with Endurance and Endurance QP grant E&P sole investment power and sole voting power over the securities owned by its advisory clients, E&P may be deemed to be the beneficial owner of all of the 7,026,733 shares of Common Stock, representing 10.6% of the outstanding shares of Common Stock, owned by Endurance and Endurance QP.  Mr. Ewing, as managing partner of E&P, may also be deemed, for purposes of Rule 13d-3 under the Act, to be the beneficial owner of all of the shares of Common Stock owned by Endurance and Endurance QP.

            However, all of the Reporting Persons other than Endurance, Endurance QP, and Endurance GP disclaim beneficial ownership of such shares of Common Stock owned by Endurance and Endurance QP, and disclaim membership in any “group” with respect to the shares of Common Stock for purposes of Sections 13(d) and 13(g) under the Act or for any other purpose under any other provision of the Act or the rules and regulations promulgated thereunder.

            (c) On June 26, 2007 Endurance QP purchased 885,227 shares, and Endurance purchased 387,523 shares, of the Issuer's Common Stock, in open market transactions at $0.73 per share.

            (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in this statement.

            (e) Not applicable.