Exhibit 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, David Iannini, certify that:

     1. I have reviewed this report on Form 10-QSB of YP.Net, Inc.;

     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 small business
issuer as of, and for, the periods presented in this report;

     4. The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-145(e) and 15d-145(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 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 ove financial reporting that occurred during the small
     business issuer's most recent fiscal quarter that has materially affected,
     or 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 of 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.


Dated:  August 14, 2003                     By:  /s/  DAVID IANNINI
        ---------------                     -----------------------
                                            David Iannini
                                            Chief Financial Officer


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