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 Quarterly Report on Form 10-Q 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 registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control
      over financial reporting that occurred during the registrant’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 registrant’s internal control over financial reporting;
      and





5. 
       The registrant’s other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting to
      the
      registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over
      financial reporting.





Date:
                August 15, 2005
            
            */s/
                Peter J. Bergmann*Peter
                J. BergmannChairman,
                President and Chief 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 Quarterly Report on Form 10-Q 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 registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control
      over financial reporting that occurred during the registrant’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 registrant’s internal control over financial reporting;
      and





5. 
       The registrant’s other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting to
      the
      registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over
      financial reporting.





Date:
                August 15, 2005
            
            */s/
                W. Chris Broquist*W.
                Chris BroquistChief
                Financial Officer