January
28, 2005
To the
Audit Committee of the Board of
Directors
of YP Corp.
Gentlemen:
Pursuant
to your request we have read the statements contained in Note 2 to the financial
statements included in the Form 10-Q of YP Corp. for the three months ended
December 31, 2004. As stated in Note 2, the Company changed its method of
accounting for forfeitures of restricted stock awards from recognizing such as
they occur to a method by which forfeitures are estimated at the time of the
award. Additionally,
Note 2 states that the Company believes that this is a preferable method as it
provides less volatility in expense recognition.
You have
requested a letter from us as your Independent Registered Public Accounting Firm
that you can file with the Securities and Exchange Commission indicating whether
or not we believe the aforementioned change in method of accounting is
preferable under your particular circumstances. This letter is submitted to you
solely for that purpose.
Based on
our reading of the information set forth in the Form 10-Q YP Corp. for the three
months ended December 31, 2004, we believe (a) the newly adopted accounting
principle is a generally accepted accounting principle (b) the method of
accounting for the effect of the change is in conformity with generally accepted
accounting principles, (c) the Company has justified the use of the newly
adopted accounting principle on the basis that it is preferable as required by
Accounting Principles Board Opinion No. 20 and the Company’s justification for
the change is reasonable, and (d) there are no unusual circumstances such that
the selection and application of the newly adopted accounting principle would
make the financial statements taken as a whole misleading. We have not examined
any financial statements of YP Corp. as of any date or for any period subsequent
to September 30, 2004, nor have we audited the information set forth in Note 2
to Form 10-Q of YP Corp. for the three months ended December 31, 2004;
accordingly, we do not express an opinion concerning the factual information
contained therein.
While
there are two methods of accounting for forfeitures of stock based awards that
are acceptable under generally accepted accounting principles in accordance with
SFAS No. 123 par. 28. We believe that, under your particular circumstances, the
aforementioned change is a preferable alternative accounting
principle.
Very
truly yours,
/s/
EPSTEIN, WEBER & CONOVER. PLC