Exhibit
      31





CERTIFICATIONS
      PURSUANT TO SECTION 302 OF SARBANES-OXLEY





I,
      Peter
      J. Bergmann, Chairman, President and Chief Executive Officer of YP Corp.,
      certify that:





1.   
      I have reviewed this Annual Report on Form 10-KSB/A of YP Corp.;





2.   
      Based on my knowledge, this report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;





3.   
      Based on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this report;





4.   
      The small business issuer’s other certifying officer(s) and I are responsible
      for establishing and maintaining disclosure controls and procedures (as defined
      in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer
      and
      have;





a)   
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being
      prepared;





b)   
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





c)   
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
      the case of an annual report) that has materially affected, or is reasonably
      likely to materially affect, the small business issuer’s internal control over
      financial reporting; and





5.   
      The small business issuer’s other certifying officers and I have disclosed,
      based on our most recent evaluation of internal control over financial reporting
      to the small business issuer’s auditors and the audit committee of small
      business issuer’s board of directors (or persons performing the equivalent
      function);





a)   
      All significant deficiencies and material weaknesses in the design or operation
      of internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and





b)   
      Any fraud, whether or not material, that involves management or other employees
      who have a significant role in the small business issuer’s internal control over
      financial reporting.





Date:
                November 30, 2005
            */s/
                Peter J. Bergmann*Peter
                J. BergmannChief
                Executive Officer(Principal
                Executive Officer)









CERTIFICATIONS
        PURSUANT TO SECTION 302 OF SARBANES-OXLEY
 
 I,
        W.
        Chris Broquist, Chief Financial Officer of YP Corp., certify that:
 
 1.  
        I have reviewed this Annual Report on Form 10-KSB/A of YP Corp.;
 
 2.  
        Based on my knowledge, this report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this report;
 
 3.  
        Based on my knowledge, the financial statements, and other financial information
        included in this report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the registrant as of,
        and
        for, the periods presented in this report;
 
 4.  
        The small business issuer’s other certifying officer(s) and I are responsible
        for establishing and maintaining disclosure controls and procedures (as defined
        in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer
        and
        have;
 
 a)  
        Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to the small business issuer, including its
        consolidated subsidiaries, is made known to us by others within those entities,
        particularly during the period in which this report is being
        prepared;
 
 b)  
        Evaluated the effectiveness of the small business issuer’s disclosure controls
        and procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end of
        the
        period covered by this report based on such evaluation; and
 
 c)  
        Disclosed in this report any change in the small business issuer’s internal
        control over financial reporting that occurred during the small business
        issuer’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
        the case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the small business issuer’s internal control over
        financial reporting; and
 
 5.  
        The small business issuer’s other certifying officers and I have disclosed,
        based on our most recent evaluation of internal control over financial reporting
        to the small business issuer’s auditors and the audit committee of small
        business issuer’s board of directors (or persons performing the equivalent
        function);
 
 a)  
        All significant deficiencies and material weaknesses in the design or operation
        of internal control over financial reporting which are reasonably likely
        to
        adversely affect the small business issuer’s ability to record, process,
        summarize and report financial information; and
 
 b)  
        Any fraud, whether or not material, that involves management or other employees
        who have a significant role in the small business issuer’s internal control over
        financial reporting.
 
 Date:
                  November 30, 2005
              */s/
                  W. Chris Broquist*W.
                  Chris BroquistChief
                  Financial Officer(Principal
                  Financial Officer)