Exhibit 14

                                    YP CORP.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                            Adopted December 31, 2003

     1.   INTRODUCTION

     This  Code  of Business Conduct and Ethics ("CODE") has been adopted by the
Board of Directors of YP Corp. (the "COMPANY") and summarizes the standards that
must  guide  our  actions. While covering a wide range of business practices and
procedures,  these standards cannot and do not cover every issue that may arise,
or  every  situation  where ethical decisions must be made, but rather set forth
key  guiding  principles  that  represent  the  Company's policies and establish
conditions  for  employment  at  the  Company.

     We  must  strive  to  foster  a culture of honesty and accountability.  Our
commitment to the highest level of ethical conduct should be reflected in all of
the  Company's  business activities including, but not limited to, relationships
with  employees, IAP advertisers, suppliers, competitors, the government and the
public,  including  the  Company's shareholders. All of the Company's employees,
officers  and  directors  must  conduct themselves according to the language and
spirit  of this Code and seek to avoid even the appearance of improper behavior.

     Even  well intentioned actions that violate the law or this Code may result
in  negative  consequences for the Company and for the individuals involved. For
Company  personnel,  such  consequences  may  result  in  corrective  and/or
disciplinary  action,  which  may  include  termination of employment or service
and/or  dismissal  and  removal from office.  If you are in a situation that you
believe  may  violate or lead to a violation of this Code, follow the guidelines
described  in  Section  15  of  this  Code.

     2.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     The  Company  is strongly committed to conducting its business affairs with
honesty  and  integrity  and  in  full  compliance  with  all  laws,  rules  and
regulations  in  the cities and states in which we operate. No employee, officer
or  director of the Company shall commit an illegal or unethical act or instruct
others  to  do  so,  for  any  reason.

     If  you  believe  that  any practice raises questions as to compliance with
this  Code  or  applicable  law,  rule  or  regulation  or if you otherwise have
questions  regarding  any  law, rule or regulation, please contact the Company's
Chief  Executive  Officer.

     3.   TRADING  ON  INSIDE  INFORMATION

     Employees  who have access to confidential information are not permitted to
use  or  share  that  information  for  stock  trading purposes or for any other
purpose  except  the  conduct of our business.  All non-public information about
the  Company  should  be considered confidential information.  To use non-public
information  for  personal  financial  benefit  or  to  "tip"  others  who


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might  make  an investment decision on the basis of this information is not only
unethical  but  also  illegal.  If  you  have any questions, please consult your
supervisor  or  the  Company's  Chief  Executive  Officer.

     4.   PROTECTION  OF  CONFIDENTIAL  PROPRIETARY  INFORMATION

     Confidential proprietary information generated and gathered in our business
is  a  valuable  Company  asset.

     Protecting  this  information plays a vital role in the Company's continued
growth  and  ability  to  compete,  and all confidential proprietary information
should  be maintained in strict confidence, except when disclosure is authorized
by  the  Company  or  required  by  law.

     Confidential  proprietary  information  includes all non-public information
that  might  be useful to competitors or that could be harmful to the Company or
its  IAP  advertisers  or  suppliers if disclosed. Confidential information also
includes  intellectual  property  such as trade secrets, patents, trademarks and
copyrights,  as  well as business research and new product plans, objectives and
strategies,  records,  databases,  salary  and  benefits  data, employee medical
information,  IAP  advertiser,  employee and suppliers lists and any unpublished
financial  or  pricing  information  must  also  be  protected. It also includes
information  received from third parties, such as suppliers and IAP advertisers,
and  entrusted  to  us  on  a  confidential  basis.

     Unauthorized use or distribution of confidential or proprietary information
violates  Company  policy  and  could be illegal. Such use or distribution could
result  in  negative  consequences  for  both  the  Company  and the individuals
involved,  including  potential  legal  and disciplinary actions. We respect the
property rights of other companies and their proprietary information and require
our  employees,  officers  and  directors  to  observe  such  rights.

     Your  obligation  to  protect  the  Company's  proprietary and confidential
information  continues even after you leave the Company, and you must return all
proprietary  and  confidential  information  in your possession upon leaving the
Company.

     5.   CONFLICTS OF INTEREST

     The  Company's  employees, officers and directors have an obligation to act
in  the  best  interest  of  the  Company. All employees, officers and directors
should  endeavor to avoid situations that present a potential or actual conflict
between  their  interest  and  the  interest  of  the  Company.

     A "conflict of interest" occurs when a person's private interest interferes
in  any  way,  or  even  appears to interfere, with the interest of the Company,
including its subsidiaries and affiliates. A conflict of interest can arise when
an  employee,  officer  or  director takes an action or has an interest that may
make  it  difficult  for  him  or her to perform his or her work objectively and
effectively.  Conflicts  of interest may also arise when an employee, officer or
director (or his or her family members) receives improper personal benefits as a
result  of  the  employee's,  officer's  or  director's position at the Company.


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     Although  it  would  not be possible to describe every situation in which a
conflict  of  interest may arise, the following are examples of situations which
may  constitute  a  conflict  of  interest:

     -    working, in any capacity, for a competitor, IAP advertiser or supplier
          while  employed  by  the  Company;

     -    accepting  gifts  of  more  than  modest  value  or receiving personal
          discounts  or  other  benefits  as  a  result  of your position at the
          Company  from  a  competitor,  IAP  advertiser  or  supplier;

     -    competing  with  the  Company  for  the  purchase or sale of property,
          services  or  other  interests;

     -    having  an  interest  in  a  transaction  involving the Company, a IAP
          advertiser  or supplier (not including routine investments in publicly
          traded  companies);

     -    receiving  a  loan  or  guarantee of an obligation as a result of your
          position with the Company, other than permitted loans or guarantees by
          the  Company  that  are  properly  documented  and  made  pursuant  to
          established  policies;  and

     -    directing  business  to  a  supplier  owned  or  managed  by, or which
          employs,  a  relative  or  friend.

     Situations  involving  a  conflict of interest may not always be obvious or
easy  to resolve. Employees should report actions that may involve a conflict of
interest  to  their  supervisor  or  the  Company's  Chief  Executive  Officer.

     In order to avoid conflicts of interests, all senior officers and directors
must  disclose to the Company's Chief Executive Officer any material transaction
or  relationship  that  reasonably  could  be  expected  to  give rise to such a
conflict,  and  the  Company's Chief Executive Officer shall notify the Board of
Directors of any such disclosure. Conflicts of interests involving the Company's
Chief  Executive Officer shall be disclosed to the Company's Board of Directors.
Employees,  officers  and  directors who knowingly fail to disclose conflicts of
interest are subject to disciplinary action, including dismissal or removal from
office.

     6.   PROTECTION AND PROPER USE OF COMPANY ASSETS

     Protecting  Company  assets  against  loss,  theft  or other misuse are the
responsibility  of every employee, officer and director. Loss, theft, misuse and
waste  of  Company  assets  directly  impact  our  profitability. Any such loss,
misuse,  waste  or suspected theft should be reported to a manager/supervisor or
the  Company's  Chief  Executive  Officer.  The  sole  purpose  of the Company's
equipment,  inventory and supplies is the conduct of our business. They may only
be  used  for  Company  business  consistent  with  Company  guidelines,  though
incidental  personal  use  may  be  permitted.


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     7.   CORPORATE  OPPORTUNITIES

     Employees, officers and directors are prohibited from taking for themselves
business opportunities that arise or are discovered through the use of corporate
property,  information  or  position.  No  employee, officer or director may use
corporate  property, information or position for personal gain, and no employee,
officer  or  director  may  compete  with  the  Company  directly or indirectly.
Competing  with the Company may involve engaging in the same line of business as
the  Company or any situation where the employee, officer or director takes away
from  Company  opportunities  for  sales  or  purchases of products, services or
interests.  Employees,  officers  and  directors  owe  a  duty to the Company to
advance  its  legitimate  interests  when  the  opportunity  to  do  so  arises.

     8.   FAIR  DEALING

     Each  employee, officer and director of the Company should endeavor to deal
fairly  with  IAP  advertisers, suppliers, competitors, shareholders, the public
and  one another at all times and in accordance with ethical business practices.
No one should take unfair advantage of anyone through manipulation, concealment,
abuse  of  privileged  information,  misrepresentation  of material facts or any
other  unfair dealing practice. No payment in any form shall be made directly or
indirectly  to  or for anyone for the purpose of obtaining or retaining business
or  obtaining  any other favorable action. The Company and the employee, officer
or  director involved may be subject to disciplinary action as well as potential
civil  or  criminal  liability  for  violation  of  this  policy.

     Occasional  business gifts to and entertainment of non-government employees
in  connection  with  business  discussions  or  the  development  of  business
relationships  are  generally deemed appropriate in the conduct of the Company's
business.  However,  these  gifts  should  be given infrequently and their value
should be modest. Gifts or entertainment in any form that would likely result in
a  feeling  or  expectation  of  personal  obligation  should not be extended or
accepted.

     Practices  that  are  acceptable in commercial business environments may be
against  the  law  or  the policies governing federal, state or local government
employees.  Therefore,  no  gifts  or  business entertainment of any kind may be
given  to  any  government  employee without the prior approval of the Company's
Chief  Executive  Officer.

     The  Foreign  Corrupt  Practices  Act ("FCPA") prohibits giving anything of
value  directly  or  indirectly  to  any  "foreign  official" for the purpose of
obtaining  or  retaining  business.  When  in doubt as to whether a contemplated
payment  or  gift  may  violate  the FCPA, contact the Company's Chief Executive
Officer  before  taking  any  action.

     9.   QUALITY OF PUBLIC DISCLOSURES

     The  Company  has  a  responsibility  to  communicate  effectively  with
shareholders  so  that  they are provided with full and accurate information, in
all  material  respects, about the financial condition and results of operations
of  the  Company. The Company's Chief Executive Officer and all senior financial
officers  are  responsible  for  full, fair, accurate, timely and understandable
disclosure  in  periodic  reports  required  to be filed by the Company with the
Securities  and


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Exchange  Commission.  For  purposes  of  this Code, "senior financial officers"
means  the  Company's  principal  financial  officer,  the  Company's  principal
accounting  officer or controller and other persons performing similar functions
for  the  Company.  Accordingly  it is the responsibility of the Company's Chief
Executive  Officer  and  each  senior financial officer promptly to bring to the
attention  of  the  Audit  Committee  of  the  Board  of  Directors any material
information  of  which  he  or she may become aware that affects the disclosures
made  by  the  Company  in  its  public  filings  or  otherwise assist the Audit
Committee  in  fulfilling  its  responsibilities.

     The  Company's  Chief  Executive  Officer and each senior financial officer
shall  promptly  bring  to  the attention of the Audit Committee or the Board of
Directors  any information concerning (a) significant deficiencies in the design
or  operation  of  internal  controls which could adversely affect the Company's
ability  to  record,  process,  summarize  and  report financial data or (b) any
fraud,  whether or not material, that involves management or other employees who
have  a  significant  role  in the Company's financial reporting, disclosures or
internal  controls.

     The  Company's  Chief  Executive  Officer and each senior financial officer
shall  promptly  bring  to  the attention of the Audit Committee any information
concerning  evidence  of  a  material violation of the securities or other laws,
rules  or  regulations  applicable  to  the  Company  and  the  operation of its
business,  by  the  Company  or  any  agent  thereof.

     10.  COMPLIANCE WITH ANTITRUST LAWS

     The antitrust laws prohibit agreements among competitors on such matters as
prices,  terms  of  sale  to  IAP  advertisers  and  allocating  markets  or IAP
advertisers.  Antitrust laws can be very complex, and violations may subject the
Company  and its employees to criminal sanctions, including fines, jail time and
civil  liability.  If  you  have  any  questions,  consult  the  Company's Chief
Executive  Officer.

     11.  POLITICAL  CONTRIBUTIONS  AND  ACTIVITIES

     Any  political  contributions  made  by or on behalf of the Company and any
solicitations  for  political  contributions  of  any kind must be lawful and in
compliance with the Company's policies. This policy applies solely to the use of
Company  assets  and  is  not  intended  to  discourage  or  prevent  individual
employees, officers or directors from making political contributions or engaging
in  political  activities on their own behalf. No one may be reimbursed directly
or  indirectly  by  the  Company  for  personal  political  contributions.

     12.  ENVIRONMENT,  HEALTH  AND  SAFETY

     The  Company is committed to conducting its business in compliance with all
applicable  environmental  and workplace health and safety laws and regulations.
The  Company  strives  to  provide  a  safe and healthy work environment for our
employees  and  to  avoid  adverse  impact  and  injury  to  the environment and
communities  in  which  we  conduct  our  business.  Achieving  this goal is the
responsibility  of  all  officers,  directors  and  employees.  Violence  and
threatening  behavior  are  not  permitted.  Employees  should report to work in
condition  to  perform their duties, free from the influence of illegal drugs or
alcohol.


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     13.  EQUAL OPPORTUNITY, NON-DISCRIMINATION AND FAIR EMPLOYMENT

     The  Company's  policies  for  recruitment,  advancement  and  retention of
employees  forbid discrimination on the basis of any criteria prohibited by law,
including  but  not  limited  to  race,  sex and age. The Company's policies are
designed  to ensure that employees are treated, and treat each other, fairly and
with  respect  and  dignity.  In  keeping with this objective, conduct involving
discrimination  or  harassment  of  others  will  not  be  tolerated.

     14.  REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

     Situations  which  may involve a violation of ethics, laws or this Code may
not always be clear and may require difficult judgment. Employees are encouraged
to  discuss  any  questions  they  may  have with supervisors, managers or other
appropriate  personnel  when  in  doubt  about  the  best  course of action in a
particular  situation.

     Employees  should  promptly  report  any concerns about violations of laws,
rules, regulations or this Code to the Company's Chief Executive Officer, or, in
the  case  of  accounting, disclosures, internal accounting controls or auditing
matters,  the  Audit  Committee  or  the  Board  of  Directors.  If  concerns or
complaints  require confidentiality, including keeping an identity anonymous, we
will  endeavor  to  protect  this  confidentiality,  subject  to applicable law,
regulation  or  legal  proceedings.

     The  Company  will  not  tolerate  any  kind  of retaliation for reports or
complaints regarding misconduct that were made in good faith. Open communication
of  issues  and  concerns  by  all  employees  without  fear  of  retribution or
retaliation  is  vital  to  the  successful implementation of this Code. You are
required  to  cooperate  in  internal investigations of misconduct and unethical
behavior.

     15.  COMPLIANCE PROCEDURES

     The  Company  recognizes  the  need  for this Code to be applied equally to
everyone  it  covers.  The  Company's  Chief Executive Officer will have primary
authority  and  responsibility  for the enforcement of this Code, subject to the
supervision  of  the Board of Directors, or, in the case of accounting, internal
accounting  controls  or  auditing  matters, the Audit Committee or the Board of
Directors,  and  the  Company  will devote the necessary resources to enable the
Company's  Chief  Executive  Officer  to  establish  such  procedures  as may be
reasonably  necessary  to  create  a  culture  of  accountability and facilitate
compliance  with  the Code. Questions concerning this Code should be directed to
the  Company's  Chief  Executive  Officer.

     16.  WAIVERS AND AMENDMENTS

Any waivers of the provisions in this Code for the Company's executive officers,
senior financial officers or directors may be granted only by the Board of
Directors and will be promptly disclosed as required by applicable law and
regulations. Any waivers of this Code for other employees may be granted only by
the Company's Chief Executive Officer and must be in writing to be effective.
Amendments to this Code must be approved by the Board of Directors, and
amendments of the provisions in this Code applicable to the Company's Chief
Executive


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Officer and senior financial officers also will be promptly disclosed as
required by applicable law and regulations.


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