Exhibit
      31





CERTIFICATIONS
      PURSUANT TO SECTION 302 OF SARBANES-OXLEY





I,
      Daniel
      L. Coury Sr.. Chairman and acting 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:
                February 20, 2007
            */s/
                Daniel L. Coury Sr*Daniel
                L. Coury,SrChairman,
                and acting Chief Executive Officer







CERTIFICATIONS
      PURSUANT TO SECTION 302 OF SARBANES-OXLEY





I,
      Gary
      L. Perschbacher, 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:
                February 20, 2007
            */s/
                Gary L. Perschbacher*Gary
                L. PerschbacherChief
                Financial Officer