**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**___________**





**FORM
      10-K/A**


**Amendment
      No. 1**





**ANNUAL
      REPORT**


**PURSUANT
      TO SECTIONS 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





(Mark
      one)




x  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      fiscal year ended September 30, 2005





o  TRANSITION
      REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      Transition period from ________ to ____________





Commission
      File Number: 0-24217





**YP
                CORP.**(Exact
                Name of Registrant as Specified in Its
                Charter)





**Nevada**
            
            **85-0206668**(State
                or Other Jurisdiction of Incorporation or Organization)
            
            (IRS
                Employer
                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





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $.001 Par Value


(Title
      of
      Class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o No x





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes x No o










Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Exchange Act Rule 12b-2).


Yes o No x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





The
      aggregate market value of the common stock held by non-affiliates computed
      based
      on the closing price of such stock on March 31, 2005 was approximately
      $17,306,846





The
      number of shares outstanding of the registrant’s classes of common stock, as of
      January 25, 2006, was 48,106,594
      shares.





DOCUMENTS
      INCORPORATED BY REFERENCE





None.





**YP
      CORP.**





**FORM
      10-K/A**


**For
      the year ended September 30, 2005**





**EXPLANATORY
      NOTE**





This
      Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our company’s Annual
      Report on Form 10-K for the fiscal year ended September 30, 2005, which we
      originally filed on December 19, 2005 (the “Original Report”). We are filing
      this Amendment to include the information required by Part III of Form 10-K
      because we will not file the definitive proxy statement for our 2006 Annual
      Meeting of Stockholders within 120 days of the end of our fiscal year ended
      September 30, 2005. In addition, in connection with the filing of this Amendment
      and pursuant to the rules of the Securities and Exchange Commission, we are
      including with this Amendment certain currently dated certifications.





Except
      as
      described above, no other changes have been made to the Original Report. This
      Amendment continues to speak as of the date of the Original Report, and our
      company has not updated the disclosures contained therein to reflect any events
      that occurred at a date subsequent to the filing of the Original Report. The
      filing of this Form 10-K/A is not a representation that any statements contained
      in items of Form 10-K other than Part III are true or complete as of any date
      subsequent to the filing date of the Original Report.





**PART
      III**





**ITEM
      10. Directors and Executive Officers of the Registrant**





**Board
      of Directors**





Our
      board
      of directors currently consists of the following persons:




**Name**
                
                **Class
                    (1)**
                
                **Current****Term
                    (1)**
                
                **Age**
                
                **Position**Daniel
                    L. Coury, Sr.
                
                II
                
                2007
                
                52
                
                Chairman
                    of the BoardJoseph
                    Cunningham
                
                I
                
                2006
                
                57
                
                DirectorElizabeth
                    Demarse
                
                I
                
                2006
                
                51
                
                Director____________________(1)Mr.
                    Bergmann will not stand for re-election at our 2006 annual meeting
                    of
                    stockholders.




*Daniel
      L. Coury, Sr.* has
      served as a director of our company since February 2000 and as our Acting Chief
      Executive Officer since January 2006. Since 1990, Mr. Coury has served as
      President and Chairman of Mesa Cold Storage, Ltd., which owns and operates
      the
      largest cold storage facilities in Arizona. Before Mr. Coury purchased Mesa
      Cold
      Storage, he had experience in international trade, real estate development,
      real
      estate exchanges and serving as a consultant to various family businesses,
      including General Motors dealerships, numerous commercial and residential
      developments and mortuary services.




*Joseph
      Cunningham* .
      Mr.
      Cunningham has served as a director of our company since January 2006 and as
      Chairman of the Audit Committee since January 8, 2006. Mr. Cunningham founded
      and has been the President and Chief Executive Officer of Liberty Mortgage
      Acceptance Corporation since 1992. Liberty Mortgage Acceptance Corporation
      is a
      nationwide mortgage lender. From March 1985 to 1992, Mr. Cunningham was the
      Chief Executive Officer of Socal Mortgage Corporation. From March 1984 to
      February 1985, Mr. Cunningham was the Chief Operating Officer of Colwell
      Financial Corporation and from January 1980 to February 1984, was the Executive
      Vice President and Chief Financial Officer of Granite Financial Corporation.
      Mr.
      Cunningham received a B.S. in Accounting from Boston College in
      1969.





*Elizabeth
      Demarse* **.** Ms.
      Demarse has served as a directory of our company since January 8, 2006. Ms.
      Demarse was the Chief Executive Officer and President of Bankrate, Inc. from
      April 2000 until July 2004. From January 1999 to May 2000 Ms. Demarse was an
      Executive Vice President at Hoover’s Inc. From October 1998 to January 1999 Ms.
      Demarse was President of Newco, a private equity firm. Ms. Demarse received
      a
      degree in History from Wellesley College in 1976 and an M.B.A. from Harvard
      Business School in 1980.





**Executive
      Officers**





The
      following persons currently serve as executive officers of our
      company:




**Name**
              
              **Age**
              
              **Position**Daniel
                  L. Coury Jr.
              
              52
              
              Acting
                  Chief Executive OfficerW.
                  Chris Broquist
              
              48
              
              Chief
                  Financial Officer and Corporate SecretaryJohn
                  Raven
              
              41
              
              Chief
                  Operating Officer





*Daniel
      L. Coury Jr.* Mr.
      Coury, has served as a director of our company since February 2000 and as our
      Acting Chief Executive Officer since January 2006. Since 1990, Mr. Coury has
      served as President and Chairman of Mesa Cold Storage, Ltd., which owns and
      operates the largest cold storage facilities in Arizona. Before Mr. Coury
      purchased Mesa Cold Storage, he had experience in international trade, real
      estate development, real estate exchanges and serving as a consultant to various
      family businesses, including General Motors dealerships, numerous commercial
      and
      residential developments and mortuary services.


4


*W.
      Chris Broquist* has
      served as our Chief Financial Officer since August 2004 and as our Corporate
      Secretary since November 2004. Prior to joining our company, Mr. Broquist was
      employed as Vice President and CFO of GBD Graphics, Inc. from May 2003 to August
      2004. Prior to May 2003, Mr. Broquist served as Corporate Treasurer of Century
      Media, Inc. from February 2000 to December 2002. Between December 2002 and
      May
      2003, Mr. Broquist was an independent consultant.





*John
      Raven* has
      served as our Chief Operating Officer since June 2005. Mr. Raven served as
      our
      Chief Technology Officer from September 2003 until June 2005. Mr. Raven has
      over
      ten years experience in the technology arena and 16 years of overall leadership
      experience working with companies such as Perot Systems (PER), where he worked
      in 2003 and managed 640 staff members, Read-Rite Corp (RDRT), where he worked
      from 2000 to 2003, and as Cap Gemini Ernst & Young (CAPMF), where he worked
      from 2000 to 2002. Mr. Raven also served as Director of Information Technology
      at Viacom’s ENG Network division, where he worked from 1996 to 1999. Mr. Raven
      has experience in software engineering, data and process architecture, systems
      development, and database management systems. At NASA’s Jet Propulsion
      Laboratory, where he worked from 1993 to 1996, Mr. Raven was a team member
      and
      information systems engineer for the historic 1997 mission to Mars conducted
      with the Pathfinder space vehicle and the Sojourner surface rover. Mr. Raven
      received his Bachelors of Science in Computer Science from the California
      Institute of Technology in 1991. His certifications include Cisco Internetwork
      Engineer, Project Management from the Project Management Institute, Certified
      Project Manager from Perot Management Methodology Institute, Microsoft Certified
      System Engineer, and Certified Novel Engineer.





**Audit
      Committee**





The
      purpose of the Audit Committee is to assist our board of directors in overseeing
      (i) the integrity of our company’s accounting and financial reporting processes,
      the audits of our financial statements, as well as our systems of internal
      controls regarding finance, accounting, and legal compliance; (ii) our company’s
      compliance with legal and regulatory requirements; (iii) the qualifications,
      independence and performance of our independent public accountants; (iv) our
      company’s financial risk; and (v) our company’s internal audit function. In
      carrying out this purpose, the Audit Committee maintains and facilitates free
      and open communication between the board, the independent public accountants,
      and our management. Mr. Cunningham currently is the sole member of our
      Audit Committee. Mr. Cunningham. The Chairman of the Audit Committee is
      independent in accordance with Section 121A of the Amercian Stock Exchange
      Company Guide. Mr. Cunningham serves as the committee’s chairman and is the
“audit committee financial expert” as defined under Item 401(h) of Regulation
      S-K. Our Audit Committee reports its findings directly to the full board. The
      board of directors has adopted a charter for the Audit Committee, a copy of
      which was attached as Appendix
      A to the
      proxy statement for our 2005 annual meeting of stockholders.





**Policies
      and Procedures with Respect to Securityholder Nominations of Candidates to
      serve
      as Directors**




Our
      board
      of directors has adopted a policy that the Governance and Nominating Committee
      will consider director candidates who are nominated by stockholders of our
      company. The Governance and Nominating Committee is currently discussing what
      the appropriate procedures are to be for the nomination of directors by
      stockholders.




**Code
      of Ethics**





We
      have
      adopted a code of ethics that applies to all directors, officers, and employees
      of our company, including the Chief Executive Officer, Chief Financial Officer,
      Chief Operating Officer, and Chief Technical Officer. We have filed our code
      of
      ethics as an exhibit to our annual report on Form 10-K for the year ended
      September 30, 2005. In addition, our code of ethics is posted under “Investor
      Relations” on our Internet website at www.yp.com. We will mail a copy of our
      code of ethics at no charge upon request submitted to YP Corp., Attention:
      Investor Relations, 4840 East Jasmine Street, Suite 105, Mesa, Arizona,
      85205-3321. If we make any amendment to, or grant any waivers of, a provision
      of
      the code of ethics that applies to our principal executive officer, principal
      financial officer, principal accounting officer or controller where such
      amendment or waiver is required to be disclosed under applicable SEC rules,
      we
      intend to disclose such amendment or waiver and the reasons therefor on Form
      8-K
      or on our Internet website at www.yp.com.


5




**Section
        16(a) Beneficial Ownership ReportingCompliance**


Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
      officers, directors, and persons who own more than ten percent of a registered
      class of our equity securities to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (“SEC”). Based solely on
      our review of the copies of such forms filed under the SEC during the year
      ended
      September 30, 2005, we believe that during such year our executive officers,
      directors and ten percent stockholders complied with all such filing
      requirements except for Matthew and Markson Ltd. and Morris & Miller Ltd.,
      who filed several reports late.




**ITEM
      11. Executive Compensation**





**Executive
      Compensation Summary**





The
      following table sets forth the total compensation for the fiscal years ended
      September 30, 2005, 2004, and 2003 paid to or accrued for our Chief
      Executive Officer and our other executive officers who earned more than $100,000
      in salary and bonus during fiscal 2005. Additionally, we have included the
      compensation for one former executive officer who departed during the last
      fiscal year and whose compensation actually paid would have placed her among
      our
      executive officers who earned more than $100,000 in salary and bonus during
      fiscal 2005. These executive officers are collectively referred to as the “Named
      Executive Officers.”




**SUMMARY
      COMPENSATION TABLE**




**Annual****Compensation**
                  
                  **Long
                      Term****Compensation****Name
                      and Principal****Position**
                  
                  **Year**
                  
                  **Salary
                      ($)**
                  
                  **Bonus
                      ($)**
                  
                  **Other
                      Annual Compensation($)**
                  
                  **Restricted
                      Stock Awards($)(1)**
                  
                  **All
                      Other Compensation($)(2)**Peter
                      J. Bergmann (3)
                  
                  
                  2005
                  
                  $
                  220,833
                  
                  $
                  130,000
                  
                  
                  -
                  
                  $
                  85,000
                  
                  $
                  18,500Chairman,
                      Chief Executive
                  
                  
                  2004
                  
                  
                  50,000
                  
                  
                  181,796
                  
                  
                  -
                  
                  
                  1,777,250
                  
                  
                  37,800Officer,
                      President
                  
                  
                  2003
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -W.
                      Chris Broquist (4)
                  
                  
                  2005
                  
                  $
                  156,867
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  42,500
                  
                  
                  -Chief
                      Financial Officer
                  
                  
                  2004
                  
                  
                  18,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  153,500
                  
                  
                  -and
                      Secretary
                  
                  
                  2003
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -John
                      Raven (5)
                  
                  
                  2005
                  
                  $
                  211,500
                  
                  $
                  30,000
                  
                  
                  -
                  
                  $
                  21,250
                  
                  
                  -Chief
                      Technology Officer
                  
                  
                  2004
                  
                  
                  151,888
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -2003
                  
                  
                  8,654
                  
                  
                  -
                  
                  
                  -
                  
                  
                  150,000
                  
                  
                  -Penny
                      Spaeth (6)
                  
                  
                  2005
                  
                  $
                  102,083
                  
                  $
                  1,000
                  
                  
                  -
                  
                  $
                  21,250
                  
                  
                  -Chief
                      Operating Officer
                  
                  
                  2004
                  
                  
                  114,245
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  -2003
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -


___________________





(1)
            The
                amounts under the Restricted Stock Awards column represent the dollar
                value of shares of restricted stock issued to the Named Executive
                Officers
                under our 2003 Stock Plan. The holders of these shares of restricted
                stock
                receive dividends on such shares when and if declared and paid on
                shares
                of our common stock. At September 30, 2005, the number of shares
                of
                restricted stock held by each of the Named Executive Officers and
                the
                value of such shares, based on a closing price of $0.880 per share
                on that
                date, was as follows: Mr. Bergmann: 1,300,000 shares ($1,144,000);
                Mr.
                Broquist: 150,000 shares ($132,000); Mr. Raven: 125,000 shares ($110,000);
                and Ms. Spaeth: 0 shares ($0.).


(2)
            The
                amounts shown for fiscal 2005 reflect Directors fees paid to Mr.
                Bergmann
                during the year.


(3)
            Mr.
                Bergmann served as our President, Chief Executive Officer and Chairman
                from May 2004 until December 2005. Mr. Bergmann’s compensation
                arrangements are described below under “*Certain
                Relationships and Related Transactions - Agreements with Executive
                Officers*.”


6


(4)
            Mr.
                Broquist was appointed Chief Financial Officer in August 2004. Mr.
                Broquist’s compensation arrangements are described below under
                “*Certain
                Relationships and Related Transactions - Agreements with Executive
                Officers*.”


(5)
            Mr.
                Raven joined our company in August 2003. Mr. Raven’s compensation
                arrangements are described below under “*Certain
                Relationships and Related Transactions - Agreements with Executive
                Officers*.”


(6)
            Ms.
                Spaeth served as our Chief Operating Officer from April 2004 until
                July
                2005. Ms. Spaeth’s compensation arrangements are described below under
                “*Certain
                Relationships and Related Transactions - Agreements with Executive
                Officers*.”




**Compensation
      Pursuant to Stock Options**




Our
      company did not grant any options to any of the Named Executive Officers during
      the fiscal year ended September 30, 2005. As of September 30, 2005, there were
      no outstanding stock options. Also during such fiscal year, no long-term
      incentive plans or pension plans were in effect with respect to any of our
      officers, directors or employees.





**Compensation
      Committee Interlocks and Insider Participation**





There
      were no interlocking relationships between our company and other entities that
      might affect the determination of the compensation of our executive
      officers.





**Compensation
      of Directors**





The
      directors receive $2,500 per meeting for their service on the board. All
      directors were awarded 50,000 shares of common stock upon their appointment
      to
      the board. The shares awarded were earned monthly for director services
      performed.




In
      addition to regular compensation provided our directors, we have an arrangement
      with one of our outside directors, Mr. Coury, whereby we have agreed to pay
      an
      additional $10,000 per month for board and committee services to DLC Consulting,
      Inc., an entity owned by Mr. Coury, instead of paying Mr. Coury
      directly.




In
      fiscal
      2005, our directors received the following compensation for their service as
      directors:




**Director**
              
              **Cash*****Alistair
                  Johnson-Clague***
              
              ***0******Paul
                  Gottlieb***
              
              ***23,500******DeVal
                  Johnson***
              
              ***18,500******John
                  T. Kurtzweil***
              
              ***34,500******Daniel
                  L. Coury, Sr.***
              
              ***140,000******Peter
                  Bergmann***
              
              ***18,500***





7




**Compare
      5-Year Cumulative Total Return**


**Among
        YP Corp., Wilshire 5000 Index**
 **And
        Dow Jones Internet Index**
 
 
 **Assumes
        $100 Invested on September 30, 2000**
 **Assumes
        Dividends, if any, Reinvested**
 **Fiscal
        Year Ended September 30, 2005**
 
 9/30/2000
              
              9/30/2001
              
              9/30/2002
              
              9/30/2003
              
              9/30/2004
              
              9/30/2005YP
                  Corp
              
              $
              100.00
              
              $
              34.38
              
              $
              23.44
              
              $
              518.75
              
              $
              346.03
              
              $
              287.41Wilshire
                  5000 Index
              
              $
              100.00
              
              $
              70.25
              
              $
              57.10
              
              $
              70.88
              
              $
              80.04
              
              $
              90.27Dow
                  Jones Internet Services Index
              
              $
              100.00
              
              $
              9.33
              
              $
              4.40
              
              $
              9.37
              
              $
              9.22
              
              $
              11.82





**ITEM
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**





The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of January 25, 2006, with respect to (i) each Named Executive
      Officer and each director of our company; (ii) all Named Executive Officers
      and
      directors of our company as a group; and (iii) each person known to our company
      to be the beneficial owner of more than 5% of our company’s common stock. The
      information as to beneficial ownership was furnished to us by or on behalf
      of
      the persons named. Unless otherwise indicated, the business address of each
      person listed is 4840 East Jasmine Street, Suite 105, Mesa, Arizona
      85205.




**Name**
              
              **Shares
                  Beneficially Owned**
              
              **Percentage
                  of Shares Outstanding (1)**W.
                  Chris Broquist
              
              150,000
              
              *John
                  Raven
              
              125,000
              
              *Daniel
                  L. Coury, Sr. (2)
              
              350,000
              
              *Joseph
                  Cunningham
              
              0
              
              0Elizabeth
                  Demarse
              
              0
              
              0Costa
                  Brava Partnership III, L.P. (7)
              
              2,469,200
              
              5.1%Ewing
                  & Partners (8)
              
              2,801,943
              
              5.8%Grand
                  Slam Asset Management (6)
              
              3,745,880
              
              7.8%Mathew
                  and Markson Ltd. (3)
              
              4,060,062
              
              8.4%Morris
                  & Miller Ltd. (3)
              
              3,711,434
              
              7.7%Angelo
                  Tullo (4)
              
              4,066,580
              
              8.4%Sunbelt
                  Financial Concepts, Inc.(5)
              
              4,066,580
              
              8.4%All
                  executive officers and directors as a group (5 persons).
              
              1,725,000
              
              3.6%


_________________________




8




*
      Represents less than one percent of our issued and
      outstanding common stock.


(1)
              Based
                  on 48,106,594 shares outstanding as of January 25, 2006.
 (2)
              Of
                  the number shown, (i) 55,000 shares are owned by Children’s Management
                  Trust (the “Coury Trust”), of which Mr. Coury is a co-trustee, and (ii)
                  10.093 shares are owned by DLC & Associates Business Consulting, Inc.
                  (“DLC”), of which Mr. Coury is the President. Mr. Coury disclaims
                  beneficial ownership of the shares owned by the Coury Trust and
                  DLC except
                  to the extent of any of his proportionate interest therein, if
                  any.
 (3)
              Address
                  is Woods Centre, Friar’s Road, P.O. Box 1407, St. John’s, Antigua, West
                  Indies. Ilse Cooper is the control person for both Mathew and Markson
                  and
                  Morris & Miller.
 (4)
              Of
                  the number shown, 3,616,580 shares are owned by Sunbelt Financial
                  Concepts, Inc., See footnote 5. Mr. Tullo is the President of Sunbelt
                  and
                  has dispositive power over the shares of Common Stock owned by
                  Sunbelt.
                  Mr. Tullo disclaims beneficial ownership of the shares owned by
                  Sunbelt
                  except to the extent of any proportionate interest therein. Mr.
                  Tullo’s
                  address is 4710 E. Falcon Drive, #209, Mesa, Arizona
                  85215.
 (5)
              Hickory
                  Management is the owner of Sunbelt and J.C. McDaniel, Esq. is the
                  control
                  person of Hickory Management. Sunbelt’s address is 4710 E. Falcon Drive,
                  #209, Mesa, Arizona 85215.
 (6)
              Address
                  is One Bridge Plaza, Ft. Lee, New Jersey
                  07024
 (7)
              Address
                  is 420 Boylston St., Boston Massachusetts
                  02116
 (8)
              Address
                  is 4514 Cole Avenue, Suite 808, Dallas Texas 75205 (Cayman) Limited,
                  36C
                  Bermuda House, British American Center, Dr. Roy’s Drive, P.O. Box 513GT,
                  George Town, Grand Cayman, Cayman Islands, B.W.I. The address of
                  Asset
                  Management is One Bridge Plaza, Fort Lee, New Jersey 07024. The
                  information set forth above is based upon the Schedule 13D/A filed
                  by
                  Master Fund and Asset Management on December 23,
                  2005.





**Equity
      Compensation Plan Information as of Fiscal Year End**




We
      maintain the 2003 Stock Plan pursuant to which we may grant equity awards to
      eligible persons. The following table sets forth certain information about
      equity awards under our 2003 Stock Plan, as well as an individual equity
      compensation arrangement with our Chief Executive Officer, as of September
      30,
      2005:




(a)
            
            (b)
            
            (c)Plan
                category
            
            Number
                of securities to be issued upon exercise of outstanding options,warrants
                and rights
            
            Weighted-average
                exercise price of outstanding options,warrants
                and rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflectedin
                column (a))Equity
                compensation plans approved by security holders (1)
            
            
            2,943,000 (2)
            
            
            N/A
            
            
            2,057,000Equity
                compensation plans not approved by security holders
            
            
            1,000,000 (3)
            
            
            N/A
            
            
            0Total
            
            
            3,943,000
            
            
            N/A
            
            
            2,057,000


___________________


(1)
            The
                2003 Stock Plan was approved by written consent of a majority of
                our
                company’s stockholders on July 21,
                2003.


(2)
            This
                number represents the number of shares of restricted stock granted
                to
                eligible persons under the 2003 Stock
                Plan.


(3)
            This
                number represents shares of restricted stock that were granted to
                Peter J.
                Bergmann, our Chairman and Chief Executive Officer, pursuant to a
                restricted stock agreement dated June 6, 2004. These shares were
                not
                granted under our 2003 Stock Plan. These shares of restricted stock
                vest
                in accordance with a performance-based vesting schedule. As of September
                30, 2004, none of these shares is vested. For a description of this
                equity
                compensation arrangement, see Note 14 in the notes to our financial
                statements in Item 7 of this Form
                10-KSB.


9


**Our
      2003 Stock Plan**





During
      the year ended September 30, 2002, our stockholders approved the 2002 Employees,
      Officers & Directors Stock Option Plan (the “2002 Plan”), which was intended
      to replace our 1998 Stock Option Plan (the “1998 Plan”). The 2002 Plan was never
      implemented, however, and no options, shares or any other securities were issued
      or granted under the 2002 Plan. There were 3,000,000 shares of our common stock
      authorized under the 2002 Plan. On June 30, 2003 and July 21, 2003,
      respectively, our Board of Directors and a majority of our stockholders
      terminated both the 1998 Plan and the 2002 Plan and approved our 2003 Stock
      Plan. The 3,000,000 shares of common stock previously allocated to the 2002
      Plan
      were re-allocated to the 2003 Stock Plan.





In
      April
      2004, our stockholders and our Board of Directors approved an amendment to
      the
      2003 Stock Plan to increase the aggregate number of shares available thereunder
      by 2,000,000 shares in order to have an adequate number of shares available
      for
      future grants.





**ITEM
      13. Certain Relationships and Related Transactions**





***Agreements
      with Executive Officers***




Mr.
      Bergmann was appointed our President, Chief Executive Office, and Chairman
      of
      the Board in May 2004. Mr. Bergmann previously had been an independent director
      of our company since May 2002. In connection with Mr. Bergmann’s appointment, we
      entered into an employment agreement with him. The employment agreement had
      a
      three year term. Under the employment agreement, Mr. Bergmann was entitled
      to an annual base salary of $200,000, subject to annual increases to $225,000
      during the second year and $275,000 during the third year of the employment
      agreement, in addition to performance bonuses of our company’s common stock
      issued out of our 2003 Stock Plan. In connection with the execution of the
      employment agreement, Mr. Bergmann received 1,000,000 shares of restricted
      common stock of our company. Mr. Bergmann also was entitled to housing and
      automobile allowances and reimbursement for all business expenses incurred
      by
      him in connection with his employment.





On
      November 3, 2005, Mr. Bergmann resigned as Chairman and President of our company
      and we entered into a separation agreement with Mr. Bergmann. In connection
      with
      the separation agreement, on November 3, 2005, our company and Mr. Bergmann
      terminated his employment agreement and his restricted stock agreement. Pursuant
      to the separation agreement, Mr. Bergmann resigned as our Chief Executive
      Officer immediately upon the filing of our Annual Report on Form 10-K and Mr.
      Bergmann will continue to serve as a director of our company until the 2006
      Annual Meeting of Stockholders.




In
      consideration of a waiver of all rights to severance and certain other covenants
      and a general release of all claims by Mr. Bergmann, the separation agreement
      provided for the continued payment of Mr. Bergmann’s monthly salary until his
      resignation as CEO. We also paid to Mr. Bergmann 18 months of his current salary
      in one payment of $337,500 on or before January 2, 2006. We also will continue
      to provide Mr. Bergmann with health insurance for 12 months or until he is
      employed elsewhere with a company that offers an insurance program.





Pursuant
      to the separation agreement, Mr. Bergmann forfeited all shares of our common
      stock and any other unvested capital stock or options to purchase such stock
      received by Mr. Bergmann, or an affiliated party, while employed by our company
      except for (i) 50,000 shares granted to Mr. Bergmann in 2002 that were fully
      vested, (ii) 600,000 shares of the total 1,000,000 shares granted to Mr.
      Bergmann under a restricted stock agreement and (iii) 100,000 shares granted
      to
      Mr. Bergmann in April 2005. The parties agreed that the shares set forth in
      (ii)
      and (iii) above will remain subject to contractual restrictions on transfer
      for
      18 months, or until a change of control or our stock price achieving certain
      sustained levels.





On
      August
      3, 2004, we hired W. Chris Broquist as our Chief Financial Officer and entered
      into an employment agreement with him. The employment agreement has a three
      year
      term. Under the employment agreement, Mr. Broquist is entitled to an annual
      base salary of $144,000, subject to annual increases to $160,000 in the second
      year and $176,000 in the third year, in addition to performance bonuses of
      our
      company’s common stock issued out of our 2003 Stock Plan. In connection with the
      execution of the employment agreement, Mr. Broquist received 100,000 shares
      of
      restricted common stock. Mr. Broquist also is entitled to housing and automobile
      allowances and reimbursement for all business expenses incurred by him in
      connection with his employment.


10


On
      September 21, 2004, we entered into a two-year employment agreement with
      John Raven, who now serves as our Chief Operating Officer. Under the employment
      agreement, Mr. Raven is entitled to an annual base salary of $165,000,
      subject to an increase to $185,000 in the second year, in addition to a $35,000
      signing bonus and performance bonuses of restricted stock. This agreement was
      amended August 10, 2005 resulting in an immediate increase in Mr. Raven’s salary
      to $181,500 effective July 1, 2005, an additional $30,000 cash performance
      bonus
      and 25,000 shares under the 2003 Employee Stock Plan.





On
      November 1, 2004, we entered into a two-year employment agreement with
      Penny Spaeth, who served as our Chief Operating Officer from April 2004
      until **** July
      2005. Under the agreement, Ms. Spaeth was entitled to an annual base salary
      of $137,500, subject to an increase to $151,020, in addition to performance
      bonuses of 25,000 shares of restricted stock. Ms. Spaeth was entitled to receive
      $400 per month allowance for automobile usage and $100 per month allowance
      for
      cellular phone charges. Under the terms of Ms. Spaeth’s separation agreement,
      she received severance payments totaling $80,000 and received health benefits
      for six months.





***Other
      Relationships and Related Transactions***





*Termination
      Agreements with Former Executive Officers*





Prior
      to
      fiscal 2004, our company entered into executive consulting agreements with
      (i)
      an entity controlled by Angelo Tullo, our then-President, Chief Executive
      Officer, and Chairman of the Board; (ii) an entity controlled by David Iannini,
      our then-Chief Financial Officer; (iii) an entity controlled by Gregory Crane,
      a
      former director of our company; and (iv) an entity controlled by DeVal Johnson,
      our then-Vice President, Secretary, and a director of our company. The
      agreements called for fees to be paid to those entities for the services
      provided by those individuals as officers of our company, as well as their
      respective staffs. During fiscal 2004, our company terminated the executive
      consulting agreements with the entities controlled by Messrs. Tullo, Iannini
      and
      Crane. In fiscal 2005, our c ompany
      terminated the remaining executive consulting agreement with Mr. Johnson. The
      termination agreements provided for cash payments totaling $2,145,000 in
      exchange for consulting services and non-compete agreements. In the fourth
      quarter of fiscal 2005, however, we concluded all matters with respect to these
      parties and made all remaining payments owed under the termination agreements.




*Shareholder
      Agreements*





Prior
      to
      and during fiscal 2004 we advanced funds to our two largest stockholders, Morris
      & Miller, Ltd. and Mathew and Markson, Ltd. (together, the “Stockholders’).
      We terminated the line of credit agreement with the Stockholders effective
      April
      9, 2004. During the fiscal year ended September 30, 2004, the Stockholders
      made
      accelerated principal reductions of $1.6 million almost three years in advance
      of their maturity.





On
      April
      1, 2005, our company and the Stockholders entered into a Transfer and Repayment
      Agreement. Under the agreement, the Stockholders satisfied all of their
      outstanding debt obligations to our company as follows:





·
            The
                Stockholders agreed to surrender and deliver to our company 1,889,566
                shares of common stock previously owned by the Stockholders;





·
            The
                Stockholders forgave $115,865 of debt and all related accrued interest
                owed by our company to the Stockholders;





·
            The
                Stockholders released any liens they previously had on any shares
                of our
                company’s common stock;





·
            The
                Stockholders assigned certain intellectual property to our company;
                and





·
            The
                Stockholders agreed to a non-compete and non-solicitation agreement
                whereby the Stockholders and their affiliates agree not to compete
                with
                our company or solicit any customers for a period of five years.


11


***Related
      Party Transaction Policy***





Our
      general policy requires adherence to Nevada corporate law regarding transactions
      between our company and a director, officer or affiliate of our company.
      Transactions in which such persons have a financial interest are not void or
      voidable if the interest is disclosed and approved by disinterested directors
      or
      stockholders or if the transaction is otherwise fair to our company. It is
      our
      policy that transactions with related parties are conducted on terms no less
      favorable to our company than if they were conducted with unaffiliated third
      parties. During the fiscal year ended September 30, 2005, there were no related
      party transactions except as described above.




**ITEM
      14. Principal Accountant Fees and Services**


Epstein,
      Weber & Conover, P.L.C., certified public accountants, examined our annual
      consolidated financial statements for our fiscal year ending September 30,
      2005.
      We have paid or expect to pay the following fees to Epstein, Weber &
Conover, P.L.C. for work performed in 2004 and 2005 or attributable to Epstein,
      Weber & Conover, P.L.C.’s audit of our 2004 and 2005 consolidated financial
      statements:





**2004**
            
            **2005**Audit
                Fees
            
            $
            70,574
            
            $
            75,842Audit-Related
                Fees
            
            
            10,840
            
            
            573Tax
                Fees
            
            
            0
            
            
            0All
                Other Fees
            
            
            0
            
            
            0





In
      January 2003, the SEC released final rules to implement Title II of the
      Sarbanes-Oxley Act of 2003 (the “Sarbanes-Oxley Act”). The rules address auditor
      independence and have modified the proxy fee disclosure requirements. Audit
      fees
      include fees for services that normally would be provided by the accountant
      in
      connection with statutory and regulatory filings or engagements and that
      generally only the independent accountant can provide. In addition to fees
      for
      an audit or review in accordance with generally accepted auditing standards,
      this category contains fees for comfort letters, statutory audits, consents,
      and
      assistance with and review of documents filed with the SEC. Audit-related fees
      are assurance-related services that traditionally are performed by the
      independent accountant, such as employee benefit plan audits, due diligence
      related to mergers and acquisitions, internal control reviews, attest services
      that are not required by statute or regulation, and consultation concerning
      financial accounting and reporting standards.





The
      audit
      committee has reviewed the fees paid to Epstein, Weber & Conover, P.L.C. and
      has considered whether the fees paid for non-audit services are compatible
      with
      maintaining Epstein, Weber & Conover, P.L.C.’s independence. The audit
      committee also adopted policies and procedures to approve audit and non-audit
      services provided in fiscal 2005 by Epstein, Weber & Conover, P.L.C. in
      accordance with the Sarbanes-Oxley Act and rules of the SEC promulgated
      thereunder. These policies and procedures involve annual pre-approval by the
      audit committee of the types of services to be provided by our independent
      auditor and fee limits for each type of service on both a per-engagement and
      aggregate level. Additional service engagements that exceed these pre-approved
      limits must be submitted to the audit committee for further pre-approval. The
      audit committee may additionally ratify certain de minimis services provided
      by
      the independent auditor without prior audit committee approval, as permitted
      by
      the Sarbanes-Oxley Act and rules of the SEC promulgated thereunder.





**PART
      IV**





**ITEM
      15. Exhibits and Financial Statement Schedules**





(1)
            Financial
                Statements are listed on the Index to Consolidated Financial Statements
                on
                page 40 of this Annual Report.


(2)
            There
                are no financial statement schedules required to be filed with this
                Annual
                Report.


(3)
            The
                following exhibits are filed with or incorporated by reference into
                this
                Amendment.


12




Exhibit
                Number
            Description
            Previously
                Filed as Exhibit31
            Certification
                pursuant to SEC Release No. 33-8238, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002
            Attached
                hereto32
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002
            Attached
                hereto


13


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated:
                January 30, 2006
            
            */s/
                W. Chris Broquis*W.
                Chris BroquistChief
                Financial Officer




**Signature**
              
              **Title**
              
              **Date***/s/
                  W. Chris Broquist*
              
              Chief
                  Financial Officer
              
              January
                  30, 2006W.
                  Chris Broquist
              
              *(Principal
                  Financial Officer and Principal Accounting Officer)**/s/
                  Daniel L. Coury, Sr.*
              
              Acting
                  Chief Executive Officer
              
              January
                  30, 2006Daniel
                  L. Coury, Sr.
              
              (Principal
                  Executive Officer) & Director*/s/
                  Joseph Cunningham*
              
              Director
              
              January
                  30, 2006Joseph
                  Cunningham*/s/
                  Elizabeth Demarse*
              
              Director
              
              January
                  30, 2006Elizabeth
                  Demarse




14