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)