CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY

I,  W.  Chris  Broquist,  Chairman,  President and Chief Executive Officer of YP
Corp.,  certify  that:

1.   I  have  reviewed  this  Annual  Report  on  Form  10-KSB  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: September 23, 2004    /s/ W. Chris Broquist
                            ------------------------
                            W. Chris Broquist
                            Chief Financial Officer
                            (Principal Financial Officer)


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