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: May
              12,
              2006
            By:
            /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: May
                  12,
                  2006
                By:
                /s/ *Gary
                  L. Perschbacher*Gary
                  L. PerschbacherChief
                  Financial
                  Officer