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
Annual Report on Form 10-KSB/A 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
small business
issuer’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 small business issuer 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 over financial
reporting that occurred during the small business issuer’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
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 over 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.
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Date:
November 30, 2005
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/s/
Peter J. Bergmann
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Peter
J. Bergmann
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Chief
Executive Officer
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(Principal
Executive Officer)
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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
Annual Report on Form 10-KSB/A 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
small business
issuer’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 small business issuer 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 over financial
reporting that occurred during the small business issuer’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
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 over 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.
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Date:
November 30, 2005
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/s/
W. Chris Broquist
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W.
Chris Broquist
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Chief
Financial Officer
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(Principal
Financial Officer)
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