Exhibit
24.1
Power
of Attorney
The
undersigned (the “Reporting Person”) hereby constitutes and appoints Daniel M.
Mahoney and Jere M. Friedman, and each of them, or such other person or entity
as is designated in writing by Daniel M. Mahoney or Jere M. Friedman, as the
Reporting Person’s true and lawful attorneys-in-fact to:
(1)
prepare, execute, and timely file for and on behalf of such Reporting Person
individually, or jointly together with any other persons, any and all reports,
notices, communications and other documents (including, but not limited to,
reports on Schedule 13D, Schedule 13G, Form 3, Form 4, and Form 5), and any
amendment or amendments thereto, that such Reporting Person may be required
to
file with the Securities and Exchange Commission and any securities exchange
or
trading market pursuant to the Securities Act of 1933, as amended (together
with
the implementing regulations thereto, the “Securities Act”) and the Securities
Exchange Act of 1934, as amended (together with the implementing regulations
thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to such
Reporting Person’s ownership of, or transactions in, securities of YP Corp., a
Nevada corporation (the “Company”), that are (or that may be deemed to be)
beneficially owned (directly or indirectly) by such Reporting Person;
and
(2)
take
any other action of any type whatsoever in connection with the foregoing that,
in the opinion of such attorneys-in-fact, may be of benefit to, in the best
interest of, or legally required by, such Reporting Person, it being understood
that the documents executed by such attorneys-in-fact on behalf of such
Reporting Person pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve
in
such attorneys-in-fact's discretion.
The
Reporting Person hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such Reporting Person
might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact, or such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power
of
Attorney and the rights and powers herein granted.
The
authority of the attorneys-in-fact or such attorneys-in-fact’s substitute or
substitutes under this Power of Attorney with respect to the Reporting Person
shall continue until such Reporting Person is no longer required to file any
Reports with respect to the Reporting Person’s ownership of, or transactions in,
the securities of the Company, unless earlier revoked in writing by the
Reporting Person.
The
Reporting Person acknowledges that neither of the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, nor the Company
assumes (i) any of such Reporting Person’s responsibilities to comply with the
Securities Act or the Exchange Act; (ii) any liability of such Reporting Person
for any failure to comply with such requirements; or (iii) any obligation or
liability of such Reporting Person for profit disgorgement under Section 16(b)
of the Exchange Act or for any other liabilities under the Securities Act or
Exchange Act. The Reporting Person also acknowledges that this Power of Attorney
does not relieve such Reporting Person from responsibility for compliance with
such Reporting Person’s obligations under the Securities Act or the Exchange Act
including, without limitation, the reporting requirements of Section 13 and
Section 16 of the Exchange Act.
IN
WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney to
be
executed as of the date set forth beside such Reporting Person’s
name.
August
8, 2005
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/s/
Peter Bergmann
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Peter
Bergmann
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