Exhibit
        3.1
 
 **RESTATED** **ARTICLES
        OF INCORPORATION**
 **OF**
 **YP
        CORP.**
 
 1. Name . 
        The name of the corporation is YP Corp. (the “Corporation”).
 
 2. Capital
        Stock . 
        The Corporation is authorized to issue two classes of stock. One class of
        stock
        shall be Common Stock, par value, $0.001. The second class of stock shall
        be
        Preferred Stock, par value $0.001. This Corporation is authorized to issue
        100,000,000 shares of Common Stock and 5,000,000 shares of Preferred
        Stock.
 
 2.1. Common
        Stock . 
        Each share of Common Stock issued and outstanding shall be entitled to one
        vote
        on all matters. Shares of such Common Stock may be issued for such consideration
        and for such corporate purposes as the Board of Directors may from time to
        time
        determine. Fully paid shares of Common Stock of this Corporation shall not
        be
        liable to any further call or assessment. Dividends may be declared and paid
        on
        the Common Stock only out of funds legally available therefore. Upon the
        sale of
        substantially all of the stock or assets of the Corporation in a non-public
        transaction or dissolution, liquidation, or winding up of the Corporation,
        whether voluntary or involuntary, after all liquidation preferences payable
        to
        any series of Preferred Stock entitled thereto have been satisfied, the
        remaining net assets of the Corporation shall be distributed to the holders
        of
        Common Stock and any similarly situated stockholders who are not entitled
        to any
        liquidation preference (or, if there be an insufficient amount to pay all
        such
        stockholders, then ratably among such holders).
 
 2.2. Preferred
        Stock .
 
 (a) The
        Preferred Stock not so specifically designated may be designated in the future
        by action of the Board of Directors of the Corporation and otherwise in
        accordance with the applicable provisions of the NRS. The designated series
        of
        Preferred Stock shall have such powers, designations, preferences and relative,
        participating or optional or other special rights and qualifications,
        limitations or restrictions thereof as shall be expressed in the resolution
        or
        resolutions providing for the issue of such stock adopted by the Corporation’s
        Board of Directors and may be made dependent upon facts ascertainable outside
        such resolution or resolutions of the Board of Directors, provided that the
        manner in which such facts shall operate upon such powers, designations,
        preferences, rights and qualifications, limitations or restrictions of such
        class or series of stock is clearly and expressly set forth in the resolution
        or
        resolutions providing for the issuance of such stock by the Board of Directors.
 
 (b) The
        shares of each class or series of the Preferred Stock may vary from the shares
        of any other class or series thereof in any respect. The Board of Directors
        may
        increase the number of shares of the Preferred Stock designated for any existing
        class or series by a resolution adding to such class or series authorized
        and
        unissued shares of the Preferred Stock not designated for any other class
        or
        series. The Board of Directors may decrease the number of shares of the
        Preferred Stock designated for any existing class of series of the Preferred
        Stock and the shares so subtracted shall become authorized, unissued and
        undesignated shares of the Preferred Stock.
  
  3. Designation
        and Amount of Series E Convertible Preferred Stock . 
        In accordance with the foregoing Section
        2.2 ,
        the
        Corporation has authorized a series of Preferred Stock, which shall be
        designated as Series E Convertible Preferred Stock (the “Series E Preferred
        Convertible Stock”). The number of shares constituting the Series E Preferred
        Stock shall be 200,000, par value $0.001. The Series E Preferred Stock has
        the
        voting powers, preferences, relative, participating, limitations,
        qualifications, optional and other special rights and the qualifications,
        limitations and restrictions thereof that are set forth below.
 
 3.1. Dividends .
 
 (a) The
        holders of outstanding shares of Series E Convertible Preferred Stock shall
        be
        equally entitled to receive preferential dividends in cash out of any funds
        of
        the Corporation legally available at the time for declaration of dividends,
        at
        the dividend rates applicable to each such series, as set forth herein, before
        any dividend or other distribution will be paid or declared and set apart
        for
        payment on any shares of any Common Stock, or other class of stock presently
        authorized or to be authorized (the Common Stock, and such other stock being
        hereinafter collectively the “Junior Stock”) as follows: Series E Convertible
        Preferred Stock shall receive dividends at the rate of 5% per annum on the
        liquidation preference per shares, payable each March 31, June 30, September
        30
        and December 31, commencing with the first such date following the issuance
        of
        such stock. Dividends shall accumulate from the date of issuance, until the
        first payment date, at which time all accumulated dividends and dividends
        from
        the date of issuance shall be paid if funds are legally available at such
        time.
        If funds are not legally available at such time, dividends shall continue
        to
        accumulate until they can be paid from legally available funds.
 
 (b) The
        dividends on the Series E Convertible Preferred Stock at the rate provided
        above
        shall be cumulative whether or not earned so that, if at any time full
        cumulative dividends at the rate aforesaid on all shares of the Series E
        Convertible Preferred Stock then outstanding from the date from and after
        which
        dividends thereon are cumulative to the end of the quarterly dividend period
        next preceding such time shall not have been paid or declared and set apart
        for
        payment, or if the full dividend on all such outstanding Series E Convertible
        Preferred Stock for the then current dividend period shall not have been
        paid or
        declared and set apart for payment (but without interest thereon) before
        any sum
        shall be set apart for or applied by the Corporation or a subsidiary of the
        Corporation to the purchase, redemption or other acquisition of any shares
        of
        any other class of stock ranking on a parity with the Series E Convertible
        Preferred Stock (“Parity Stock”) and before any dividend or other distribution
        shall be paid or declared and set apart for payment on any Junior Stock and
        before any sum shall be set aside for or applied to the purchase, redemption
        or
        other acquisition of Junior Stock.
 
 (c) Dividends
        on all shares of the Series E Convertible Preferred Stock shall begin to
        accrue
        and be cumulative from and after the date of issuance thereof. A dividend
        period
        shall be deemed to commence on the day following a quarterly dividend payment
        date herein specified and to end on the next succeeding quarterly dividend
        payment date herein specified.
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  3.2. Liquidation
        Preference .
         Upon the sale of substantially all of the stock or assets of the
        Corporation in a non-public transaction or dissolution, liquidation, or winding
        up of the Corporation, whether voluntary or involuntary, the holders of the
        Series E Convertible Preferred Stock shall be entitled to receive out of
        the
        assets of the Corporation, before any distribution or payment is made upon
        the
        Common Stock or any other series or Preferred Stock, an amount in cash equal
        to
        $.30 per share, plus any accrued but unpaid dividends (or, if there be an
        insufficient amount to pay all Series E Convertible Preferred Stockholders,
        then
        ratably among such holders).
 
 3.3. Voting
        Rights . 
        The holders of shares of Series E Convertible Preferred Stock shall have
        no
        voting rights, except as required by law.
 
 3.4. Conversion
        of Series E Convertible Preferred Stock .
 
 (a) Holder’s
        Right to Convert.
 
 (i) *Conversion.* The
        record Holder of the Series E Convertible Preferred Stock shall be entitled,
        after two years from the initial issuance of the Series E Convertible Preferred
        Stock and from time to time thereafter, at the office of the Corporation
        or any
        transfer agent for the Series E Convertible Preferred Stock, to convert all
        or
        portions of the Series E Convertible Preferred Stock held by such Holder,
        on a
        one for one basis into shares of the Common Stock, together with payment
        by the
        holder of $.045 per converted share.
 
 (ii) *Mechanics
        of Conversion* .
 
 (1) In
        order
        to convert Series E Convertible Preferred Stock into full shares of Common
        Stock, the holder shall (i) transmit a facsimile copy of the fully executed
        notice of conversion in the form provided by the Corporation (“Notice of
        Conversion”) to the Corporation, which notice shall specify the number of shares
        of Series E Convertible Preferred Stock to be converted, prior to midnight,
        New
        York City time (the “Conversion Notice Deadline”), on the date of conversion
        specified on the Notice of Conversion, and (ii) promptly surrender the original
        certificate or certificates therefor, duly endorsed, and deliver the original
        Notice of Conversion by either overnight courier or 2-day courier, to the
        office
        of the Corporation or of any transfer agent for the Series E Convertible
        Preferred Stock, together with payment by certified or bank check for $.045
        per
        converted share; provided, however, that the Corporation shall not be obligated
        to issue certificates evidencing such Series E Convertible Preferred Stock
        unless either the certificates evidencing such Series E. Convertible Preferred
        Stock are delivered to the Corporation or its transfer agent as provided
        above
        or the Holder notifies the Corporation or its transfer agent that such
        certificates have been lost, stolen or destroyed. Upon receipt by the
        Corporation of evidence of the loss, theft, destruction or mutilation of
        the
        certificate or certificates (“Stock Certificates”) representing shares of Series
        E Convertible Preferred Stock and (in the case of loss, theft or destruction)
        of
        indemnity or security reasonably satisfactory to the Corporation, and upon
        surrender and cancellation of the Stock Certificate(s), if mutilated, the
        Corporation shall execute and deliver new Stock Certificate(s) of like tenor
        and
        date. No fractional shares of Common Stock shall be issued upon conversion
        of
        the Series E Convertible Preferred Stock. In lieu of any fractional share
        to
        which the Holder would otherwise be entitled, the Corporation shall pay cash
        to
        such Holder in an amount equal to such fraction multiplied by the value of
        the
        Common Stock as determined in good faith by the Corporation’s Board of
        Directors. In the case of a dispute as to the calculation of the Conversion
        Price, the Corporation’s calculation shall be deemed conclusive absent manifest
        error.
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  (2) The
        Corporation shall issue and deliver at the address of the Holder on the books
        of
        the Corporation (i) a certificate or certificates for the number of shares
        of
        Common Stock equal to the Conversion Number for the shares of Series E
        Convertible Preferred Stock being so converted and (ii) a certificate
        representing the balance of the shares of Series E Convertible Preferred
        Stock
        not so converted, if any. The date on which conversion occurs (the “Date of
        Conversion”) shall be deemed to be the date set forth in such Notice of
        Conversion, provided that the copy of the Notice of Conversion is faxed to
        the
        Corporation before midnight, New York City time, on the Date of Conversion.
        The
        person or persons entitled to receive the shares of Common Stock issuable
        upon
        such conversion shall be treated for all purposes as the record holder or
        holders of such shares of Common Stock on such date.
 
 (b) Adjustment
        to Conversion.
 
 (i) If,
        prior
        to the conversion of all Series E Convertible Preferred Stock, there shall
        be
        any merger, consolidation, exchange of shares, recapitalization, reorganization
        or other similar event, as a result of which shares of Common Stock of the
        Corporation shall be changed into the same or a different number of shares
        of
        the same or another class or classes of stock or securities of the Corporation
        or another entity, then the holders of Series E Convertible Preferred Stock
        shall thereafter have the right to purchase and receive upon conversion of
        Series E Convertible Preferred Stock, upon the basis and upon the terms and
        conditions specified herein and in lieu of the shares of Common Stock
        immediately theretofore issuable upon conversion, such shares of stock and/or
        securities as may be issued or payable with respect to or in exchange for
        the
        number of shares of Common Stock immediately theretofore purchasable and
        receivable upon the conversion of Series E Convertible Preferred Stock held
        by
        such holders had such merger, consolidation, exchange of shares,
        recapitalization or reorganization not taken place, and in any such case,
        appropriate provisions shall be made with respect to the rights and interests
        of
        the Holders of the Series E Convertible Preferred Stock to the end that the
        provisions hereof (including, without limitation, provisions for adjustment
        of
        the number of shares issuable upon conversion of the Series E Convertible
        Preferred Stock otherwise set forth in this Section (b)) shall thereafter
        be
        applicable, as nearly as may be practicable, in relation to any shares of
        stock
        or securities thereafter deliverable upon the exercise hereof. The Corporation
        shall not effect any transaction described herein unless the resulting successor
        or acquiring entity (if not the Corporation) assumes by written instrument
        the
        obligation to deliver to the holders of the Series E Convertible Preferred
        Stock
        such shares of stock and/or securities as, in accordance with the foregoing
        provisions, the holders of the Series E Convertible Preferred Stock may be
        entitled to purchase.
 
 (ii) If
        any
        adjustment under this section would create a fractional share of Common Stock
        or
        a right to acquire a fractional share of Common Stock, such fractional shares
        shall be disregarded, and the number of shares of Common Stock issuable upon
        conversion shall be the next higher number of shares.
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  4. Perpetual
        Existence . 
        The existence of the Corporation will be perpetual.
 
 5. Board
        of Directors . 
        The affairs of the Corporation shall be governed by a Board of Directors.
        Subject to any rights to elect directors (“Preferred Stock Directors”) granted
        to the holders of any series of Preferred Stock as set forth in the Certificate
        of Designation for such series or class of Preferred Stock, the number of
        persons to serve on the Board of Directors, and the number of directors in
        each
        class of directors, shall be fixed as set forth in the Bylaws and such number
        may be increased or decreased from time to time in such manner as provided
        by
        the Bylaws, but the number of directors shall never be less than three.
        Directors of the Corporation need not be residents of the State of Nevada
        and
        need not own shares of the Corporation's stock.
 
 5.1. Terms
        of Directors . 
        Beginning with the Corporation’s annual meeting of stockholders to be held in
        2007, the directors shall be elected for terms lasting until the next annual
        meeting of stockholders following their election, and until their successors
        are
        elected and qualified, subject to their earlier death, resignation or removal
        from the board of directors.
 
 5.2. Removal
        of Directors .
         Notwithstanding any other provision of these Amended and Restated Articles
        of Incorporation or the Bylaws of the Corporation, any director of the
        corporation may be removed at any time, but only for cause and only by the
        affirmative vote of the holders of at least 66 2/3% of the voting power of
        the
        outstanding shares of capital stock of the Corporation entitled to vote
        generally in the election of directors (considered for this purpose as one
        class) cast at a meeting of the stockholders called for that purpose.
        Notwithstanding the foregoing, whenever the holders of any one or more series
        of
        preferred stock of the Corporation shall have the right, voting separately
        as a
        class, to elect one or more directors of the Corporation, the preceding
        provisions of this Article 5 shall not apply with respect to the director
        or
        directors elected by such holders of preferred stock.
 
 6. Action
        by Written Consent .
         No action that is required or permitted to be taken by the stockholders of
        the Corporation at any annual or special meeting of stockholders may be effected
        by written consent of stockholders in lieu of a meeting of stockholders,
        unless
        the action to be effected by written consent of stockholders and the taking
        of
        such action by such written consent have expressly been approved in advance
        by
        the Board of Directors of the Corporation.
 
 7. Cumulative
        Voting . 
        There shall be no cumulative voting by stockholders of any class or series
        in
        the election of directors of the Corporation.
 
 8. Distributions
        to Stockholders . 
        Except as set forth in these Amended and Restated Articles or the Certificate
        of
        Designations for any series or class of Preferred Stock, the Board of Directors
        of the Corporation may, from time to time, distribute to its stockholders
        a
        portion of its assets in cash or property, whether or not the distribution,
        after giving it effect, would cause the Corporation’s total assets to be less
        than the sum of the total liabilities plus the amount that would be needed,
        if
        dissolution were to occur at the time of distribution, to satisfy the
        preferential rights upon dissolution of stockholders whose preferential rights
        are superior to those receiving the distribution. The Board of Directors
        may
        base a determination that a distribution is permitted hereunder on (i) financial
        statements prepared on the basis of accounting practices that are reasonable
        under the circumstances; (ii) a fair valuation, including, but not limited
        to,
        unrealized appreciation and depreciation; or (iii) any other method that
        is
        reasonable in the circumstances.
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  9. Director
        and Officer Liability .
 A
        director and officer of the Corporation shall not be personally liable to
        the
        Corporation or its stockholders for damages for breach of fiduciary duty
        as a
        director or officer, except for liability (i) for acts or omissions that
        involve
        intentional misconduct, fraud or a knowing violation of law, or (ii) for
        authorizing any distribution in violation of Section 78.300 of the NRS. If
        the
        NRS is amended after approval by the stockholders of this Article to authorize
        corporate action further eliminating the personal liability of directors
        or
        officers, then the liability of a director or officer of the Corporation
        shall
        be eliminated or limited to the fullest extent permitted by the NRS, as so
        amended. Any repeal or modification of the foregoing paragraph by the
        stockholders of the Corporation shall not adversely affect any right or
        protection of a director or officer of the Corporation existing at the time
        of
        such repeal or modification. No amendment to the NRS that further limits
        the
        acts, omissions or transactions for which elimination or limitation of liability
        is permitted shall affect the liability of a director or officer for any
        act,
        omission or transaction which occurs prior to the effective date of such
        amendment.
 
 10. Indemnification . 
        The Corporation shall, to the fullest extent permitted by Section 78.75 of
        the
        NRS, as the same may be amended, supplemented or replaced from time to time,
        indemnify any and all persons whom it shall have power to indemnify under
        said
        section from and against any and all of the expenses, liabilities or other
        matters referred to in or covered by said section, and the indemnification
        provided for herein shall not be deemed exclusive of any other rights to
        which
        those indemnified may be entitled under any Bylaw, agreement, vote of
        stockholders or disinterested directors or otherwise, both as to action in
        his
        official capacity and as to action in another capacity while holding such
        office, and shall continue as to a person who has ceased to be a director,
        officer, employee or agent and shall inure to the benefit of the heirs,
        executors and administrators of such a person. Pursuant to said Section 78.751
        of the NRS, the expenses of officers and directors incurred in defending
        a civil
        or criminal action, suit or proceeding must be paid by the Corporation as
        they
        are incurred and in advance of the final disposition of the action, suit
        or
        proceeding, upon receipt of an undertaking by or on behalf of the director
        or
        officer to repay the amount if it is ultimately determined by a court of
        competent jurisdiction that he is not entitled to be indemnified by the
        Corporation.
 
 11. Amendment
        of Articles of Incorporation . 
        Subject to the provisions hereof, the Corporation reserves the right to repeal,
        alter, amend or rescind any provision contained in these Restated Articles
        in
        the manner now or hereafter prescribed by law, and all rights conferred on
        stockholders herein are granted subject to this reservation. Notwithstanding
        the
        foregoing at any time and from time to time, the provisions set forth in
        Article
        5 (Classified Board) and Article 6 (Action by Written Consent) may be repealed,
        altered, amended or rescinded in any respect only if the same is approved
        by the
        affirmative vote of the holders of not less than 66 2/3% of the voting
        power of the outstanding shares of capital stock of the Corporation entitled
        to
        vote generally in the election of directors (considered for this purpose
        as a
        single class) cast at a meeting of the stockholders called for that purpose
        (provided that notice of such proposed adoption, repeal, alteration, amendment
        or rescission is included in the notice of such meeting).
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  IN
        WITNESS WHEREOF, the undersigned President and Chief Executive Officer has
        executed these Restated Articles as of December 11, 2006.
 
 YP
                  CORP., a Nevada corporation/s/
                  Daniel L. Coury, Sr.Daniel
                  L. Coury, Sr.President
                  and Chief Executive Officer
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