SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934



                                             
Filed by the Registrant [X]
Filed by a Party Other than the Registrant [ ]
Check the appropriate box:
[X]  Preliminary Proxy Statement                [ ]  Confidential for Use of the Commission
                                                     Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-
     11(c) or Rule 14a-12


                                  YP.NET, INC.

                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (check the appropriate box):

[X]     No fee required.

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

Title of each series of securities to which transaction applies:  N/A

(1)     Aggregate number of securities to which transaction applies:  N/A

(2)     Per  unit  price  or  other  underlying  value  of  transaction computed
        pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on which the
        filing  fee  is  calculated  and  state  how  it  was  determined):  N/A

(3)     Proposed maximum aggregate value of transaction:  N/A

(4)     Total fee paid:  N/A

[ ]     Fee paid previously with preliminary materials.



[ ]     Check  box  if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.

(1)     Amount previously paid:  N/A

(2)     Form. Schedule or Registration Statement No.:  N/A

(3)     Filing Party:  N/A

(4)     Date Filed:  N/A



                                  YP.NET, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           TO BE HELD ON APRIL 2, 2004

To Our Stockholders:

The  2004  Annual  Meeting  of  Stockholders of YP.Net, Inc. will be held at the
Sheraton Hotel, 200 North Centennial Way, Mesa, Arizona 85201, on April 2, 2004,
beginning  at  10:00  a.m.  local time. The Annual Meeting is being held for the
following  purposes:

1.   To  elect  five  directors to the Company's Board of Directors to serve for
     terms  of one to three years or until their successors are duly elected and
     qualified  if  Proposal  3 is approved, or to elect the same individuals as
     directors  for  a  term  of  one  year  if  Proposal  3  is  not  approved.

2.   To  consider  and vote upon a proposal to amend the YP.Net, Inc. 2003 Stock
     Plan, which would increase the shares available for issuance under the plan
     from  3,000,000  to  5,000,000  shares  of  common  stock.

3.   To  consider  and  vote  upon a proposal to amend and restate the Company's
     Articles  of  Incorporation  in  the  form  attached  as  Appendix A to the
     enclosed  Proxy  Statement  (the  "Amended  and  Restated  Articles").
     Specifically,  the  Amended  and  Restated  Articles  will  accomplish  the
     following:

     (i)  change  the  corporate  name  of  the  Company  to  "YP  Corp.";

     (ii) provide  for  the  classification of the Board of Directors into three
          classes  of  directors  with  staggered  three-year  terms;

     (iii) generally  update  the  existing  Articles  of  Incorporation  to (a)
          eliminate  the  designation  of  the Series A, Series B, Series C, and
          Series D Preferred Stock since no shares of such Series have ever been
          issued  and  the  Board of Directors has recently retired such series,
          (b)  decrease  the  authorized  Preferred  Stock;  (c)  add  language
          concerning  the  indemnification  of  the  Company's  officers  and
          directors;  (d) add language that upon dissolution of the Company, the
          Company's  remaining  net  assets  are to be paid to holders of Common
          Stock  after  any  liquidation  preference  has been paid to Preferred
          Stockholders;  (e) clarify that the number of directors of the Company
          may be increased or decreased as provided in the Company's Bylaws; (f)
          limit  the  ability of stockholders to act by written consent; and (g)
          require  a  supermajority  vote of the stockholders to amend or repeal
          some  of  the  foregoing  amendments;  and

     (iv) restate  the  Articles  of  Incorporation by incorporating in a single
          document  the  new amendments, to the extent that they are approved by
          the  stockholders  at  the Annual Meeting, as well as prior amendments
          and  restatements.

4.   To  transact  such  other  business  that  may  properly  come before the
     meeting.

Stockholders  of  record  at  the  close  of  business  on February 19, 2004 are
entitled  to  notice  of  and  to  vote  at  the  meeting or any postponement or
adjournment  thereof.  Your  vote  is  important.  In  order  to  assure  your
representation  at the meeting, you are requested to complete, sign and date the
enclosed  proxy as promptly as possible and return it to us via facsimile to the
attention  of  David  Iannini  at (480) 325-1257 or in the enclosed postage-paid
envelope.

                                        By Order of the Board of Directors

                                        /s/ Angelo Tullo
                                        Angelo Tullo
                                        Chairman of the Board
                                        March  1,  2004
                                        Mesa, Arizona





                                      TABLE OF CONTENTS
                                      -----------------

                                                                                       
ABOUT THE MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     What is the purpose of the Annual Meeting?. . . . . . . . . . . . . . . . . . . . .   1
     Who is entitled to attend and vote at the Annual Meeting? . . . . . . . . . . . . .   1
     How do I vote?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
     What if I vote and then change my mind? . . . . . . . . . . . . . . . . . . . . . .   2
     What are the Board's recommendations? . . . . . . . . . . . . . . . . . . . . . . .   2
     What constitutes a quorum?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     What vote is required to approve each item? . . . . . . . . . . . . . . . . . . . .   2
     Can I dissent or exercise rights of appraisal?. . . . . . . . . . . . . . . . . . .   3
     Who pays for this proxy solicitation? . . . . . . . . . . . . . . . . . . . . . . .   3
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Election of Directors (Proposal No. 1). . . . . . . . . . . . . . . . . . . . . . .   3
     General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     Nominees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     How are directors compensated?. . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     How often did the Board meet during fiscal 2003?. . . . . . . . . . . . . . . . . .   7
     What committees has the Board established?. . . . . . . . . . . . . . . . . . . . .   7
EXECUTIVE OFFICERS AND COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     Executive Officers and Significant Employees. . . . . . . . . . . . . . . . . . . .   8
     Executive Compensation Summary. . . . . . . . . . . . . . . . . . . . . . . . . . .   9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . .  11
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT. . . . . . . . . . . . . . .  17
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. . . . . . . . . . . . . . . . .  18
AMENDMENT TO THE YP.NET, INC. 2003 STOCK PLAN (PROPOSAL NO. 2) . . . . . . . . . . . . .  19
EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .  23
AMENDMENT TO AND RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION (PROPOSAL NO. 3)  23
STOCKHOLDER PROPOSALS AND NOMINATIONS. . . . . . . . . . . . . . . . . . . . . . . . . .  30
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS . . . . . . . . . . . . . . . . .  30
APPENDIX-AMENDED AND RESTATED ARTICLES OF INCORPORATION OF YP.NET, INC   A-. . . . . . .   1




                                  YP.NET, INC.
                            4840 EAST JASMINE STREET
                                    SUITE 105
                            MESA, ARIZONA 85205-3321
                                 (480) 654-9646


                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON APRIL 2, 2004

     This  Proxy Statement relates to the 2004 Annual Meeting of Stockholders of
YP.Net,  Inc.  The  Annual  Meeting  will be held on April 2, 2004 at 10:00 a.m.
local  time,  at  the  Sheraton Hotel located at 200 North Centennial Way, Mesa,
Arizona  85201,  or at such other time and place to which the Annual Meeting may
be  adjourned  or  postponed.  THE  ENCLOSED  PROXY IS SOLICITED BY OUR BOARD OF
DIRECTORS.  The  proxy  materials relating to the Annual Meeting are first being
mailed  to  stockholders  entitled  to  vote at the meeting on or about March 2,
2004.

                       ABOUT THE MEETINGABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

     At  the  Annual Meeting, stockholders will act upon the matters outlined in
the  accompanying  Notice  of Annual Meeting and this Proxy Statement, including
the  election  of  five directors, the amendment of the 2003 Stock Plan, and the
amendment  and  restatement  of  our  Articles  of  Incorporation.  In addition,
management  will  report  on our most recent financial and operating results and
respond  to  questions  from  stockholders.

WHO IS ENTITLED TO ATTEND AND VOTE AT THE ANNUAL MEETING?

     Only  stockholders  of  record at the close of business on the record date,
February  19,  2004,  or  their  duly appointed proxies, are entitled to receive
notice  of the Annual Meeting, attend the meeting, and vote the shares that they
held  on  that  date  at  the  meeting or any postponement or adjournment of the
meeting.  At  the  close  of  business  on  February 1, 2004, there were issued,
outstanding  and  entitled to vote approximately 48,860,802 shares of our common
stock, par value $.001 per share, which are entitled to approximately 48,860,802
votes.  You  may  not  cumulate  votes  in  the  election  of  directors.

HOW DO I VOTE?

     You  can  vote  on matters to come before the meeting in two ways:  (i) you
can  attend  the  meeting  and cast your vote in person; or (ii) you can vote by
completing, dating and signing the enclosed proxy card and returning it to us or
by  the  use  of  mail  or  facsimile.  If  you  do  so,  you will authorize the
individuals  named  on  the proxy card, referred to as the proxyholders, to vote


                                        1

your  shares  according to your instructions or, if you provide no instructions,
according  to  the  recommendations  of  the  Board  of  Directors.

WHAT IF I VOTE AND THEN CHANGE MY MIND?

     You  may revoke your proxy at any time before it is exercised by either (i)
filing  with  our  Corporate  Secretary  a notice of revocation; (ii) sending in
another duly executed proxy bearing a later date; or (iii) attending the meeting
and  casting  your  vote  in  person.  Your  last  vote will be the vote that is
counted.

WHAT ARE THE BOARD'S RECOMMENDATIONS?

     Unless you give other instructions on your proxy card, the persons named on
the  proxy card will vote in accordance with the recommendations of the Board of
Directors. The Board's recommendations are set forth together with a description
of  such  items in this Proxy Statement. In summary, the Board recommends a vote
FOR  all  of  the  proposals  described  in  this  Proxy  Statement.

     With  respect  to  any other matter that properly comes before the meeting,
the  proxy  holders will vote as recommended by the Board of Directors or, if no
recommendation  is  given,  in  their  own  discretion.

WHAT CONSTITUTES A QUORUM?

     The  presence  at the Annual Meeting, in person or by proxy, of the holders
of  a  majority  of  the  issued  and outstanding shares on the record date will
constitute  a  quorum,  permitting  us  to  conduct  our  business at the Annual
Meeting.  Proxies  received  but  marked  as  abstentions  and  broker non-votes
(defined  below)  will  be  included  in the calculation of the number of shares
considered  to  be  present at the meeting for purposes of determining whether a
quorum  is  present.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

     ELECTION OF DIRECTORS. Election of a director requires affirmative votes of
the  holders  of  a  plurality of the shares present in person or represented by
proxy,  and entitled to vote at a meeting at which a quorum is present. The five
persons  receiving  the  greatest  number of votes will be elected as directors.
Stockholders  may  not  cumulate  votes in the election of directors. Since only
affirmative  votes  count  for  this  purpose,  a properly executed proxy marked
"WITHHOLD  AUTHORITY" with respect to the election of one or more directors will
not  be  voted  with respect to the director or directors indicated, although it
will  be  counted  for  purposes  of  determining  whether  there  is  a quorum.

     AMENDMENT TO 2003 STOCK PLAN. The approval of the proposed amendment to the
2003  Stock  Plan will require the affirmative vote of the holders of a majority
of  the  shares  represented  in  person or by proxy and entitled to vote on the
proposal.  A  properly  executed  proxy  marked  "ABSTAIN"  with respect to this
proposal  will not be voted, although it will be counted for purposes of whether
there is a quorum. Accordingly, an abstention will have the effect of a negative
vote.


                                        2

     AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION. The approval of the
proposed amendment and restatement of our Articles of Incorporation will require
the  affirmative  vote of the holders of a majority of our outstanding shares of
common  stock.  A  properly executed proxy marked "ABSTAIN" with respect to this
proposal  will not be voted, although it will be counted for purposes of whether
there is a quorum. Accordingly, an abstention will have the effect of a negative
vote.

     EFFECT  OF  BROKER  NON-VOTES.  If  your  shares are held by your broker in
"street  name,"  you are receiving a voting instruction form from your broker or
the  broker's agent, asking you how your shares should be voted. Please complete
the  form  and  return  it  in  the envelope provided by the broker or agent. No
postage is necessary if mailed in the United States. If you do not instruct your
broker  how  to  vote, your broker may vote your shares at its discretion or, on
some  matters,  may  not  be permitted to exercise voting discretion. Votes that
could  have  been  cast  on  the matter in question if the brokers have received
their  customers'  instructions, and as to which the broker has notified us on a
proxy form in accordance with industry practice or has otherwise advised us that
it  lacks  voting authority, are referred to as "broker non-votes." Thus, if you
do not give your broker or nominee specific instructions, your shares may not be
voted  on  those  matters  and  will not be counted in determining the number of
shares  necessary  for  approval.  Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum. Accordingly,
a  broker  non-vote  will  have  the  effect  of  a  negative  vote.

CAN I DISSENT OR EXERCISE RIGHTS OF APPRAISAL?

     Under  Nevada  law, holders of our voting stock are not entitled to dissent
from  any  of  the  proposals to be presented at the Annual Meeting or to demand
appraisal  of  their shares as a result of the approval of any of the proposals.

WHO PAYS FOR THIS PROXY SOLICITATION?

     The  Company  will  bear  the  entire  cost  of solicitation, including the
preparation,  assembly,  printing and mailing of this Proxy Statement, the proxy
and  any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians  holding  shares in their names that are beneficially owned by others
so  that  they  may forward the solicitation material to such beneficial owners.

                      BOARD OF DIRECTORSBOARD OF DIRECTORS

                              ELECTION OF DIRECTORS
                                (PROPOSAL NO. 1)

GENERAL

     A  board  of  five  directors is to be elected at the Annual Meeting. It is
expected  that a majority of the common stock will be voted in favor of the five
nominees  named  below, all of


                                        3

whom are current directors. In the event Proposal 3, which includes the creation
of  a  classified  Board  of  Directors,  is  adopted at the Annual Meeting, the
directors  will be divided into three classes and, unless otherwise noted on the
proxy,  the  shares  represented  by  the  enclosed  proxy will be voted for the
election  as  directors  of the five nominees named below to serve for the terms
indicated below, or until their successors have been duly elected and qualified.
If  Proposal  3  is not approved by the stockholders at the Annual Meeting, then
unless  otherwise  noted  on  the  proxy, the shares represented by the enclosed
proxy  will  be  voted  for the election as directors of the five nominees named
below to serve until the 2005 Annual Meeting or until their successors have been
duly  elected and qualified. In the event that any nominee is unable or declines
to  serve  as a director, an alternate nominee will be designated by the present
Board of Directors to fill the vacancy. We are not aware of any nominee who will
be  unable  or  will  decline  to  serve  as  a  director.

VOTE REQUIRED

     If  a quorum is present and voting, the five nominees receiving the highest
number  of  votes  will  be  elected  to  the  Board  of  Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE DIRECTOR
NOMINEES.

NOMINEES

     The  names of the nominees and certain information about them are set forth
below:



NAME OF NOMINEE       CLASS  TERM  AGE                    TITLE
--------------------  -----  ----  ---  -----------------------------------------
                            
Angelo Tullo          I      2007   47  Chairman of the Board of Directors, Chief
                                        Executive Officer and President
DeVal Johnson         I      2007   37  Director and Secretary
Peter Bergmann        II     2006   54  Director
Daniel L. Coury, Sr.  II     2006   49  Director
Gregory B. Crane      III    2005   39  Director


     ANGELO  TULLO.  Mr. Tullo has served as the Chairman of the Board of YP.Net
since  February  2000.  Mr.  Tullo  was  hired  as  Chief  Executive Officer and
President on September 10, 2000. Mr. Tullo is the president of Sunbelt Financial
Solutions,  Inc.,  an  investment  banking  and  consulting  firm in Scottsdale,
Arizona.  From  January  1997  to  December  1999, Mr. Tullo was President and a
director  of  American  Business  Funding  Corp.,  which  was in the business of
accounts  receivable  factoring  for small and medium sized businesses. For over
twenty  years, Mr. Tullo has been active as a business consultant. Mr. Tullo has
actively  worked in the areas of commercial financing and factoring for the past
ten  years.  He  has  owned and operated factoring companies, leasing companies,
consulting  companies,  wholesale  companies,  professional  employment
organizations,  insurance  agencies,  heating  and air conditioning contractors,
retail  oil  companies,  real  estate  companies and restaurants. He is a former
member  of the CEO Club in New York, and currently is a member and honorary Mesa
Chairman  of  the  Presidential Business Roundtable Committee and the Turnaround
Management  Association.


                                        4

     Mr.  Tullo  has  been  involved  with  a  number  of  corporate  turnaround
situations  in  which  the  companies  he  was  associated  with faced difficult
financial  circumstances.  He  has  been successful with most of these difficult
situations.  However,  in  February 2000, after Mr. Tullo had departed, American
Business  Funding  Corp. filed for protection under Chapter 11 of the Bankruptcy
Code  in  the Federal District Court of Arizona. Mr. Tullo had previously been a
director,  officer  and  shareholder of American Business Funding Corp. prior to
the  time  of its bankruptcy filing.  American Business Funding has successfully
emerged  from  Chapter 11 bankruptcy with an approved plan that fully repays all
creditors.

     DEVAL  JOHNSON.  Mr.  Johnson  has served as a director since October 1999.
Currently,  Mr.  Johnson serves as Corporate Secretary and Vice President. Prior
to  the  acquisition  of  Telco  Billing, Inc., our wholly owned subsidiary, Mr.
Johnson  was  part of the team that created what is now the YP.Com concept. When
Telco  Billing was acquired in June 1999, Mr. Johnson left to create Simple.Net,
an  Internet service provider.  In October 1999, Mr. Johnson was asked to return
to  serve  as  a  Director  of  the  Company,  whereupon  he was instrumental in
refocusing  the  Company  on it's newly acquired business, which resulted in the
corporate name change to YP.Net, Inc.  Since that time, Mr. Johnson has been the
art  director  responsible  for  the design of the in-house sales presentations,
creation of the corporate logo(s) and image for YP.Net and directs the team that
creates  and  manages  our  web  presence. In 2001, Mr. Johnson consolidated his
other  business  interests, GraffitiWorx, a graphic design firm and SiteForce, a
web  site  design firm, into Advanced Internet Marketing, Inc. to provide design
and  marketing  services  to  a  variety of companies.  Mr. Johnson continues to
offer  these  services  to  the Company.  Prior to 1997, Mr. Johnson created the
PrintPro  franchise concept for Design Concept Printing & Signs, Inc. and headed
up  their  graphic  design department. Mr. Johnson is actively involved with web
site  promotion,  interactive design, Internet advertising and public relations.
Mr.  Johnson continues his business Simple.Net where he serves as an officer and
director.

     GREGORY  B.  CRANE.  Mr. Crane has been a director of YP.Net since February
2000.  He  currently  serves  as  Chief  Operating Officer of Telco Billing, our
wholly  owned  subsidiary  and  the  entity  out of which we conduct most of our
operations.  Mr.  Crane  served  as  the  Company's  Director of Operations from
February  2000  to  September  2000.  Mr.  Crane  has  served  as  President  of
Advertising  Management and Consulting Services, Inc. ("AMCS") since January 29,
2001. AMCS provides marketing and administrative services, as well as personnel,
to  the Company. From mid-1997 to December 2002, Mr. Crane served as a marketing
consultant  to  Business  Executive  Services,  Inc.  ("BESI"),  a  direct  mail
management  and  processing company. From September 1998 to June 1999, Mr. Crane
was  the  General  Manager  of  Telco  Billing. Mr. Crane has owned and operated
several  businesses,  including residential and commercial builders, multi-state
mail  order, and document-preparation companies, and also was the creator of the
Yellow-Page.Net  concept.  Mr.  Crane  is  a  former  member  of  the  Young
Entrepreneur's  Organization.

     In connection with a former business of Mr. Crane, which provided homestead
declaration  document  preparation  and  filing  services,  Mr.  Crane  and that
business were subject to injunctive actions brought by the state of Florida as a
result  of complaints relating to the presentation of solicitation mailers.  Mr.
Crane  voluntarily  entered  into a consent order with the State of Florida that
required  him  to supply a copy of the mailer to be printed within 14 days prior
to  its  mailing,  as  well  as the payment of civil penalties, restitution, and
attorneys'  fees  if  he were to violate the order in the future.  The order was
violated  due  to  an error in type size made by a printing company hired by Mr.
Crane's business.  The printing company has admitted its responsibility for this
error.  Despite  the  printing  company's  admission, Mr. Crane was subject to


                                        5

a  judgment,  dated  February 1998, in the amount of approximately $1.4 million,
plus accrued interest. However, because of the printing company's admission, the
State  of  Florida  took  no action on this matter, which was finally vacated in
June  2003.

     Because  Mr. Crane had been an employee of Telco Billing, Inc. prior to its
acquisition by the Company, Mr. Crane was named in an action filed by the United
States  Federal  Trade  Commission  ("FTC")  against  the  Company  in June 2000
concerning  actions  taken  by  prior  management  of  the Company.  None of the
Company's current management was either present for or involved with the actions
that  were  the  basis  for  the  FTC's  complaint.  The  actions  of  the prior
management  involved  the  presentation of direct mail solicitations.  Mr. Crane
has  been  included  in the Stipulated Preliminary Order entered into by the FTC
and the Company and approved by the FTC. The Stipulated Final Judgment and Order
for  Permanent Injunction and Other Equitable Relief by and between the FTC, Mr.
Crane,  Telco  Billing,  the  Company  and  others  (the "Order") places certain
restrictions  on the way mail solicitations will appear. The U.S. District Court
has  approved the Order and the matter is closed with no findings of wrong doing
on  the  part  of  Mr.  Crane,  the  Company,  or  its  officers  and directors.

     DANIEL  L.  COURY,  SR.  Mr. Coury has served as a director of YP.Net since
February  2000. For the last twelve years, Mr. Coury has served as President and
Chairman  of  Mesa  Cold Storage, Ltd., which owns and operates the largest cold
storage  facilities  in  Arizona.  Between  1990  and the present, Mr. Coury has
developed  an additional 4.6 million cubic feet of modern, state of the art cold
storage  facilities  in Mesa and Tolleson, Arizona.   Before Mr. Coury purchased
Mesa  Cold  Storage,  he  had  experience  in  international  trade, real estate
development,  real  estate  exchanges  and serving as a consultant to the family
businesses,  which  include five General Motors dealerships, numerous commercial
and  residential  developments  and  mortuary  services.

     PETER  BERGMANN. Mr. Bergmann has served as a director of the Company since
May  2002.  Since  January  1999,  Mr.  Bergmann  has served as the President of
Perfect  Timing  Media,  Inc.,  a television development and production company,
which he founded. From 1994 to 1999, Mr. Bergmann was a member of the faculty at
Fairleigh  Dickinson  University, where he inaugurated the electronic Filmmaking
and  Digital  Video  Design program, which is a distinctive program in video and
computer-generated  graphics  technologies  offering  students an opportunity to
study  commerce  and  art.  In  1988,  Mr.  Bergmann  joined Major Arts, Inc., a
division  of  Paramount  Communications,  Inc.,  as  the  head of its television
division  where  he  was  responsible  for  developing  projects  for television
production.  In  1987,  Mr.  Bergmann  served  as  the  President  of  Odyssey
Entertainment, Inc. where he engineered the purchase of Coast Productions, Inc.,
which  subsequently  became Odyssey Filmmakers, Inc. From 1984 through 1987, Mr.
Bergmann  served  as President of The Film Company, where he had directorial and
production responsibilities for theatrical releases and projects for television.
During  the  14  years  prior  to  1984,  Mr.  Bergmann  was employed in various
capacities  by  the American Broadcasting Company. These positions included line
producer,  division  head,  and  assistant  to  the  President,  Executive  Vice
President  and  Special  Assistant  to  the  Chairman of the Board. Mr. Bergmann
received  his  PhD  from  New  York  University.


                                        6

HOW ARE DIRECTORS COMPENSATED?

     The  directors  receive  $2,000  per  meeting  or per quarter, whichever is
greater,  for  their  service  on  the  Board  and may receive $250 per hour for
services  related  to any Board Committees, standing, temporary or otherwise, on
which  they  serve. Upon appointment to the Board, Mr. Tullo was awarded 100,000
shares  of our common stock. All other directors were awarded 50,000 shares upon
their  appointment  to  the  Board.  The  shares awarded were earned monthly for
director  services  performed.

     The  Company  has  an  arrangement  with  one of its outside directors, Mr.
Coury,  whereby  the  Company  has agreed to pay $10,000 per month for Board and
Compensation  committee services to DLC Consulting, Inc., an entity owned by Mr.
Coury,  instead  of  paying  Mr.  Coury  directly.

     In  compliance  with the new rules implemented by the Sarbanes-Oxley Act of
2002,  the Company has established a hotline in order to receive anonymous calls
and  complaints concerning accounting, internal accounting controls, or auditing
matters.  Mr.  Bergmann  receives  an  additional  annual  fee  of  $3,000  for
monitoring  this  hotline.

In  fiscal  2003,  our  directors  received the following compensation for their
service  as  directors:



                           DIRECTOR                CASH
                          --------------------  --------
                                          
                          Angelo Tullo          $  8,000
                          DeVal Johnson         $  8,000
                          Gregory B. Crane      $  8,000
                          Daniel L. Coury, Sr.  $128,000
                          Peter Bergmann        $ 21,000



HOW OFTEN DID THE BOARD MEET DURING FISCAL 2003?

     The  Board  of  Directors  met  10  times during fiscal 2003. Attendance by
directors at the meetings of the Board and Board committees on which they served
was  100%.

WHAT  COMMITTEES  HAS  THE  BOARD  ESTABLISHED?

     The  Board  of  Directors  has  one  standing  committee,  a  Compensation
Committee. Messrs. Coury and Bergmann, both outside directors, are currently the
only  members of the Compensation Committee. Mr. Coury serves as the committee's
chairman.  Our  Compensation Committee, which met four times during Fiscal 2003,
reviews  the  performance  of  management  and the compensation of our executive
officers,  as  well  as  executive  bonus  plan  allocations.  The  Compensation
Committee  also  administers  our  2003  Stock Plan and approves stock grants to
officers  and  employees  under  that  plan.  We currently are in the process of
identifying  qualified individuals to serve as additional independent members of
the  Compensation  Committee.


                                        7

     We do not maintain a standing Audit Committee at this time. However, we are
in  the  process  of  forming  this  committee, as well as identifying qualified
individuals to serve on such committee. Additionally, we currently do not have a
financial  expert  serving  on  our Board of Directors. However, in an effort to
ensure  fiscal  responsibility,  the  Board  has hired the services of Jerold M.
Pierce,  a  former  investigator  of  the  Internal  Revenue Service, to perform
forensic  auditing  each fiscal quarter and to assess compliance with applicable
and  appropriate  accounting  and  financial  controls.  Mr.  Pierce reports his
findings  directly  to  the  full  board.  Mr.  Pierce also meets with our Chief
Financial  Officer and other members of financial management and our independent
auditors  to  review  internal  accounting controls and accounting, auditing and
financial  reporting  matters.

     We  do  not  maintain  a  standing  nominating committee or other committee
performing  similar  functions.  The function of nominating directors is carried
out  by  the  entire  Board  of  Directors.


EXECUTIVE OFFICERS AND COMPENSATIONEXECUTIVE OFFICERS AND COMPENSATION

EXECUTIVE  OFFICERS  AND SIGNIFICANT EMPLOYEES

     Our  management  consists of the following personnel, in addition to Angelo
Tullo,  our  Chief  Executive  Officer  and  President  and  DeVal  Johnson, our
Secretary,  both  of  whom  are  named  above  as  Directors.



NAME                                     AGE          POSITION
                                        
David J. Iannini                          44  Chief Financial Officer
John Raven                                39  Chief Technology Officer


     DAVID  J.  IANNINI.  Mr.  Iannini has served as our Chief Financial Officer
since  August  2002. Mr. Iannini was employed as Treasurer and Vice President of
Corporate  Development  of  Viad  Corp,  a  publicly held company with over $1.5
billion  in  annual  sales and over $7 billion in assets, from July 1999 to June
2002.  Viad  Corp.  is  a  diversified service business with operating companies
involved in the financial services, convention, travel and other businesses. Mr.
Iannini  was  an investment banker from August 1986 to July 1999, primarily with
Salomon  Brothers,  Inc.  Mr.  Iannini  received  his  Masters  in  Business
Administration, Summa Cum Laude, from the Anderson Graduate School of Management
at  U.C.L.A. Prior to his graduate studies, he worked with a Big Five accounting
firm and is a certified public accountant. Mr. Iannini received his Bachelors of
Science  degree,  Magna  Cum  Laude,  in Accounting from Boston College in 1981.

JOHN RAVEN. Mr. Raven was appointed Chief Technology Officer for YP.Net, Inc. in
September  2003. Mr. Raven has over ten years experience in the technology arena
and  16  years  of  overall leadership experience working with companies such as
Perot Systems (PER) where he managed 640 staff members and a $170 million annual
IT  budget,  Read-Rite  Corp  (RDRT)  where  he oversaw a $30 million dollars IT
budget  with  operations  throughout  Asia,  as well as Cap Gemini Ernst & Young
(CAPMF)  where  he  managed  accounts for this division of a Big 5


                                        8

auditing  firm  maintaining  $4.8  million  in revenue. Mr. Raven also served as
Director  of  Information  Technology  at  Viacom's  ENG  Network division. Most
recently, as a member of senior account management for Perot Systems he directed
the  development  of  information  security  strategy  for  its  client Catholic
Healthcare  West.  Mr.  Raven  has  experience in software engineering, data and
process  architecture,  systems development, and database management systems. At
NASA's  Jet  Propulsion  Laboratory, Mr. Raven was a team member and information
systems  engineer  for  the  historic  1997  mission  to Mars conducted with the
Pathfinder space vehicle and the Sojourner surface rover. Mr. Raven received his
Bachelors  of  Science  in  Computer  Science  from  the California Institute of
Technology  in  1991.  His  certifications include; Cisco Internetwork Engineer,
Project  Management  from  the  Project  Management Institute, Certified Project
Manager  from Perot Management Methodology Institute, Microsoft Certified System
Engineer,  Certified  Novel  Engineer  and  others.

EXECUTIVE COMPENSATION SUMMARY

     The  following table sets forth the total compensation for the fiscal years
ended  September  30,  2003,  2002  and  2001  paid  to or accrued for our chief
executive officer and our four other executive officers who provided services to
us  at  September 30, 2003, excluding executive officers paid less than $100,000
annually.  These  executive  officers are collectively referred to as the "Named
Executive  Officers."



                                           SUMMARY COMPENSATION TABLE


                                             ANNUAL COMPENSATION                               LONG TERM
                                             -------------------                              COMPENSATION
                                                                                              ------------
     NAME AND
     --------                                                    OTHER ANNUAL      RESTRICTED STOCK      ALL OTHER
PRINCIPAL POSITION          YEAR  SALARY ($)(6)   BONUS ($)   COMPENSATION ($)(7)    AWARDS ($)(8)    COMPENSATION ($)
--------------------------  ----  -------------  -----------  -------------------  -----------------  ----------------
                                                                                    
Angelo Tullo (1)            2003        612,000      300,000              100,844            303,750        410,054(9)
Chairman, Chief Executive   2002        282,000      208,000                    -                  -                -
Officer, President          2001        218,000       48,000                    -                  -                -

David J. Iannini (2)        2003        199,808       43,750                    -            607,500                -
Chief Financial Officer     2002         11,538            -                    -                  -                -
                            2001              -            -                    -                  -                -

DeVal Johnson (3)           2003        269,750       95,000                    -            405,000                -
Director, Secretary         2002        125,800       20,000                    -                  -                -
and Subsidiary Officer      2001          8,000        5,618                    -                  -                -

Gregory Crane (4)           2003        442,000      110,000                    -            405,000                -
Director and Subsidiary     2002        249,000       35,000                    -                  -                -
Officer                     2001        122,000            -                    -                  -                -

John Raven (5)              2003          8,654            -                    -            150,000                -
Chief Technology Officer    2002              -            -                    -                  -                -
of Subsidiary               2001              -            -                    -                  -                -

_____________


                                        9

(1)  Mr.  Tullo  is  not  directly compensated by the Company. The amounts shown
     herein  as  compensation  to  Mr.  Tullo  are the total amounts paid by the
     Company  to  Sunbelt  Financial  Concepts,  Inc.  ("Sunbelt")  for services
     provided  to  the  Company  by  Mr.  Tullo  and  his  staff, pursuant to an
     Executive  Consulting  Agreement  dated  September 20, 2002. This agreement
     replaced  a  prior agreement between the Company and Sunbelt. These amounts
     may  not reflect Mr. Tullo's actual compensation from Sunbelt, which may be
     greater  or  less  than  the  amount shown. The amounts set forth under the
     Bonus column for Mr. Tullo include 200,000 shares of YP.Net stock valued by
     the Company at $.24 per share in fiscal 2001 and 4,000,000 shares valued by
     the  Company  at  $.075  per  share  in  fiscal  2003  issued  to  Sunbelt.

(2)  The  amounts  shown  herein  as  compensation  to Mr. Iannini are the total
     amounts  paid  by  the  Company  either to Mr. Iannini directly or to Mar &
     Associates,  Inc.,  an  entity  owned  by Mr. Iannini, ("Mar") for services
     provided to the Company pursuant to an Executive Consulting Agreement dated
     May  1,  2003.  These  amounts  may  not  reflect  Mr.  Iannini's  actual
     compensation from Mar, which may be greater or less than what is shown. The
     amounts  set  forth  under the Bonus column include 50,000 shares of Common
     Stock  valued by the Company at $.075per share and 250,000 shares of Common
     Stock  valued  by  the  Company  at $.10 per share issued to Mr. Iannini in
     fiscal  2003.  Mr.  Iannini  joined  the  Company  in  August  2002.

(3)  Mr.  Johnson  is not compensated directly by the Company. The amounts shown
     herein  as  compensation  are  the  total  amounts  paid  by the Company to
     Advanced  Internet  Marketing,  Inc.  ("AIM"), for services provided to the
     Company  by  Mr. Johnson and his staff, pursuant to an Executive Consulting
     Agreement  dated  September  20,  2002.  These  amounts may not reflect Mr.
     Johnson's  actual  compensation from AIM, which may be greater or less than
     what  is  shown.  The  amounts  set  forth  under  the Bonus column include
     1,000,000  shares  of YP.Net stock valued by the Company at $.075 per share
     issued  to  Mr.  Johnson  in  fiscal  2003.

(4)  Mr.  Crane  is  not  compensated directly by the Company. The amounts shown
     herein  as  compensation  to  Mr.  Crane  are the total amounts paid by the
     Company  to  Advertising  Management and Consulting Services, Inc. ("AMCS")
     for services provided to the Company by Mr. Crane and his staff pursuant to
     an  Executive  Consulting Agreement dated September 20, 2002. These amounts
     may  not  reflect  Mr.  Crane's actual compensation from AMCS, which may be
     greater  or  less  than  what is shown. Mr. Crane is the President of AMCS,
     which  provides  marketing and administrative services and personnel to the
     Company.  The  amounts  set  forth under the Bonus column include 1,000,000
     shares  of  YP.Net stock valued by the Company at $.075 per share issued to
     Mr.  Crane  in  fiscal  2003.

(5)  Mr.  Raven  joined  the  Company  in  August,  2003.  His  annual salary is
     $150,000.

(6)  The  amounts  set forth under the Salary column include base salary paid to
     the  consulting  entities  with  which  the  Named  Executive  Officers are
     associated, unless otherwise specified. These amounts also include payments
     made  under  the  Flex  Compensation  program  pursuant  to their Executive
     Consulting  Agreements.  The  Named  Executive


                                       10

     Officers' relationships with these consulting firms and the descriptions of
     the Executive Consulting Agreements are more fully discussed under "Certain
     Relationships  and  Related  Transactions  -  Agreements  with  Executive
     Officers."

(7)  The  amounts  set forth under this column include reimbursed taxes on bonus
     and  other  compensation  paid  pursuant  to  certain  Executive Consulting
     Agreements  between  the  Company  and  the  Named Executive Officer. Those
     Executive  Consulting  Agreements  are  more  fully  described  at "Certain
     Relationships  and  Related  Transactions  -  Agreements  with  Executive
     Officers."

(8)  The  amounts  under  the  Restricted Stock Awards column include the dollar
     value  of shares of restricted stock issued to the Named Executive Officers
     under  our  2003  Stock  Plan.

(9)  This  amount  reflects the reimbursement of legal fees in connection with a
     legal  matter  involving  Mr. Tullo and a former business with which he was
     involved.  This matter has been settled and all claims against Mr. Tullo in
     connection  with  this  matter  have  been  dismissed.


COMPENSATION  PURSUANT  TO  STOCK  OPTIONS.

     No  options  were granted to any of the Named Executive Officers during the
fiscal  year  ended  September  30,  2003.

     During  the fiscal year ended September 30, 2003, there were no outstanding
stock  options.  Also  during  such fiscal year, no long-term incentive plans or
pension  plans  were  in  effect  with respect to any of the Company's officers,
directors  or  employees.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS WITH EXECUTIVE OFFICERS

     We  have  entered  into  the following Executive Consulting Agreements with
entities  controlled or owned by Messrs. Tullo, Crane, Johnson and Iannini. Each
of  these agreements is dated as of September 20, 2002 and has a five year term,
with  the  exception  of the agreement entered into with Mar & Associates, Inc.,
the  entity controlled by Mr. Iannini, which was dated as of May 1, 2003 and has
a  term  of  55  months.

     These  agreements  are  not  personal  service  contracts to the respective
executive  officers.  The  amounts  paid  to  these  entities  support  multiple
personnel  employed by the consulting entities, as well as costs associated with
the  provision  of  the  specified  services.  The  individuals  deployed by the
consulting  entities include skilled support staff with many years of experience
working  as a team, both within their own entities, as well as between entities.
The  Named Executive Officers and their respective consulting entities provide a
wealth  of  experience  in  turnaround  and restructuring situations, as well as
solid  track  records  of operating successful companies. Our Board of Directors
believes  that  these arrangements are beneficial to the Company and in the best
interests  of  our  stockholders  given  the  breadth  of  support  and depth of


                                       11

knowledge  and  expertise that each consulting entity brings to bear through its
respective  support  teams.

Sunbelt Financial Concepts, Inc.

     Mr.  Tullo,  our  Chief  Executive  Officer,  is  the  President of Sunbelt
Financial  Concepts,  Inc.  ("Sunbelt"). The Sunbelt agreement provides that Mr.
Tullo,  through  Sunbelt,  will  provide us with the services of Chief Executive
Officer,  Chairman  and  President  among  other  administrative  services  and
personnel.  Pursuant  to  the  Sunbelt  agreement,  Sunbelt  originally received
$32,000  per  month  during  the  first  year of the agreement with a 10% annual
increase  in  each succeeding year, as well as Board of Director fees, an annual
bonus,  and  fees  and  reimbursements  for certain ancillary items. The Sunbelt
agreement  also  awarded Sunbelt 4,000,000 shares of the Company's common stock,
grossed-up  for  taxes,  subject  to achieving certain performance goals for the
Company  in  fiscal  2003,  which  were  achieved.

     As  part  of  the  Sunbelt  agreement,  a  Flex  Compensation  program  was
instituted.  This  program  provides  Sunbelt  with the ability to be paid up to
$220,000  annually  (increased by 10% on each anniversary date of the agreement)
as  additional  compensation, subject to sufficient cash on hand at the Company.
The taxes on the Flex Compensation, bonus and stock that is not issued under our
2003  Stock  Plan are paid by the Company. In addition, the agreement contains a
Due  on  Sale clause whereby, if there is a change of control of the Company, as
defined,  Sunbelt  will  receive the greater of 30% of the amounts due under the
agreement  or  12  months'  worth  of  fees.

     In  fiscal  2003, Sunbelt was paid approximately $384,000 in fees, $220,000
in  Flex  compensation  under the Flex Compensation program, $8,000 in directors
fees  and $300,000 in common stock for services rendered by it through Mr. Tullo
and  his  support staff. The Company also reimbursed Sunbelt $100,844 for income
taxes  pursuant  to  the  agreement.

     Sunbelt  also  was  compensated  approximately  $410,054  in fiscal 2003 as
reimbursed  legal  fees  in  connection with certain legal matters involving Mr.
Tullo,  as  more  fully  described  in our Annual Report accompanying this Proxy
Statement.

     We  have  has  also  entered  into an agreement with Sunbelt, dated January
2002,  wherein  we  lease  two vehicles in the Company's name for the benefit of
Sunbelt.  Sunbelt  pays the lease payments on the vehicles, which are $1,079 and
$1,111  respectively.  This  agreement remains in effect until the conclusion of
the  respective  leases,  which  expire  in  January  2005  and  February  2005
respectively.  This  arrangement  was  structured in this manner in an effort to
assist  the  Company  in  establishing  credit  for  future equipment purchases.

Advertising  Management  &  Consulting  Services,  Inc.

     Mr.  Crane,  our  Executive  Vice  President  of Marketing, Chief Operating
Officer  and a director, is the President of Advertising Management & Consulting
Services,  Inc.  ("AMCS").  The  AMCS agreement provides that Mr. Crane, through
AMCS,  will provide the Company with the services of director and Executive Vice
President  of  Marketing,  among  other  administrative  services and personnel.
Under the AMCS agreement, we outsource the design and testing of our


                                       12

many  direct mail pieces to AMCS. As part of the AMCS agreement, AMCS originally
received  $32,000  per month with a 10% annual increase in each succeeding year,
as  well as Board of Director fees, an annual bonus, and fees and reimbursements
for  certain  ancillary items. In addition, the AMCS agreement also awarded AMCS
with  1,000,000  shares  of  the  Company's  common stock, grossed-up for taxes,
subject  to  achieving certain performance goals for the Company in fiscal 2003,
which  were  achieved.

     As  part  of  the  agreement  with  AMCS,  a  Flex Compensation program was
instituted.  This  program  provides  AMCS  with  the  ability  to be paid up to
$50,000 per year (increased by 10% on each anniversary date of the agreement) as
additional compensation, subject to sufficient cash on hand at the Company.  The
taxes  on  the  Flex  Compensation, bonus and stock that is not issued under our
2003  Stock Plan are paid by the Company.  In addition, the agreement contains a
Due  on  Sale clause whereby, if there is a change of control of the Company, as
defined,  AMCS  will  receive  the  greater  of 30% of the amounts due under the
agreement  or  12  months'  worth  of  fees.

     In fiscal 2003, AMCS was paid approximately $384,000 in fees, $35,000 as an
annual  bonus, $50,000 in Flex compensation under the Flex Compensation program,
$8,000 in directors fees and $75,000 in common stock for services rendered by it
through  Mr.  Crane  and  his support staff. AMCS was also granted approximately
$405,000  in  restricted  stock  in  fiscal  2003  as  additional  compensation.

Advanced Internet Marketing, Inc.

     Mr.  Johnson,  our  Executive  Vice  President  of  Corporate Image, is the
President  of  Advanced  Internet  Marketing,  Inc.  ("AIM").  The AIM agreement
provides  that  Mr.  Johnson,  through  AIM,  will  provide the Company with the
services  of  director,  Corporate  Secretary  and  Executive  Vice President of
Corporate  Image,  among  other  administrative  and  marketing  services  and
personnel.  In  addition  to  the  services  discussed  above,  under  the  AIM
agreement, we also outsource the design and some of the marketing of our website
to AIM.  All of these services are included under the agreement and for the fees
described  below.  As part of the AIM agreement, AIM originally received $18,000
per  month  with a 10% annual increase in each succeeding year, as well as Board
of  Director  fees,  an  annual  bonus,  and fees and reimbursements for certain
ancillary  items.  In  addition,  the  agreement also awarded AIM with 1,000,000
shares  of  Company  common  stock,  grossed-up  for taxes, subject to achieving
certain  performance  goals for the Company in fiscal 2003, which were achieved.

     As  part of the agreement, a Flex Compensation program was instituted. This
program  provides  AIM  with  the  ability  to  be  paid  up to $30,000 annually
(increased  by  10%  on  each  anniversary  date of the agreement) as additional
compensation,  subject  to  sufficient cash on hand at the Company. The taxes on
the  Flex  Compensation, bonus and stock that is not issued under our 2003 Stock
Plan  are paid by the Company. In addition, the agreement contains a Due on Sale
clause  whereby, if there is a change of control of the Company, as defined, AIM
will  receive  the  greater  of 30% of the amounts due under the Agreement or 12
months'  worth  of  fees.

     In  fiscal 2003, AIM was paid approximately $274,750 in fees, $35,000 as an
annual  bonus, $30,000 in Flex compensation under the Flex Compensation program,
$8,000 in directors


                                       13

fees and $75,000 in common stock for services rendered by it through Mr. Johnson
and his support staff. AIM was also granted approximately $405,000 in restricted
stock  in  fiscal  2003  as  additional  compensation.

Mar & Associates, Inc.

     Mr.  Iannini,  our  Chief  Financial  Officer,  is  the  President of Mar &
Associates,  Inc. ("MAR").  The MAR Agreement provides that Mr. Iannini, through
MAR,  will  provide  the  Company  with the services of Chief Financial Officer,
among  other  administrative  services.  As  part  of  the  MAR  Agreement,  MAR
originally  received  $17,500  per  month  with  a  10%  annual increase in each
succeeding year, as well as fees and reimbursements for certain ancillary items.
In  addition,  the  agreement  also  awarded  MAR with 250,000 shares of Company
common  stock,  grossed-up  for  taxes, subject to achieving certain performance
goals  for  the  Company  by  January  1,  2004,  which  were  achieved.

     As  part of the agreement, a Flex Compensation program was instituted. This
program  provides  MAR  with  the  ability  to  be  paid  up to $15,000 annually
(increased  by  10%  on  each  anniversary  date of the agreement) as additional
compensation,  subject  to  sufficient cash on hand at the Company. The taxes on
the  Flex  Compensation, bonus and stock that is not issued under our 2003 Stock
Plan are paid by the Company.  In addition, the agreement contains a Due on Sale
clause whereby, if there is a change of control of the Company, as defined, then
MAR will receive the greater of 30% of the amounts due under the agreement or 12
months  worth  of  fees.

     The agreement also awards bonuses of $15,000 to MAR relating to performance
in  fiscal  2003,  $21,000  relating  to performance for fiscal 2004, and 10% of
annual  salary  for  each  fiscal year thereafter for the term of the agreement.

     In  fiscal  2003,  MAR  was paid approximately $199,808 in fees, $15,000 in
annual  bonus,  $15,000 in Flex compensation under the Flex Compensation program
and  $28,750  in common stock for services rendered by Mr. Iannini. MAR was also
granted  approximately $607,500 in restricted stock in fiscal 2003 as additional
compensation.

OTHER RELATED TRANSACTIONS

Revolving Loan Agreements with Mathew and Markson Ltd. and Morris & Miller, Ltd.

     In  December  2003,  we  entered into an agreement with Mathew and Markson,
Ltd.  and  Morris  &  Miller, Ltd. (the "M&Ms"), both Antiguan corporations and,
currently,  our  two  largest  stockholders,  to  terminate  the  revolving loan
agreement  previously  provided  to  them  in  connection  with  our  original
acquisition  from  them  of  Telco  Billing.

     Messrs.  Crane  and Johnson were employees of and primarily involved in the
start-up of Telco Billing. Mr. Crane negotiated the acquisition of Telco Billing
by the Company on behalf of the M&Ms and continues to serve as a liaison for the
Company  to  the  M&Ms.

     As  part  of  the  original  acquisition of Telco Billing from the M&Ms, we
provided  them  with the right to "put" back to us, under certain circumstances,
the shares of Company common


                                       14

stock  that  they  received  in  exchange  for  the  shares of Telco Billing. We
subsequently  entered  into a new arrangement with the M&Ms, whereby their "put"
rights  were terminated in exchange for the establishment of the revolving lines
of  credit.  Under these lines of credit, we agreed to lend up to $10,000,000 to
each  of  the  M&Ms,  collateralized  by  the Company stock held by the M&Ms and
subject  to  certain  limitations. All advances made under these lines of credit
carried  an interest rate at least 0.25 points higher than the Company's average
cost  of  borrowing  but  in  no event lower than eight percent. No more than $1
million  could  be  advanced  at any point in time and no advances could be made
unless,  after  such  advance,  the  Company had at least 30 days operating cash
reserves or if the Company was in an uncured default with any of its lenders. At
September 30, 2003, the Company had advanced an aggregate $2,126,204 to the M&Ms
under  this  agreement.  The  M&Ms  have  been  making  interest payments on the
advances  but,  as  allowed  under  the  agreement,  have not made any principal
repayments.

     Under  our  new  agreement  with  the  M&Ms,  dated  December  22, 2003 and
memorialized  in a Third Amendment to the original Stock Purchase Agreement, the
revolving  lines  of  credit  are  terminated  effective April 9, 2004, upon the
payment  of  the  following  final  specific  advances  to  each  of  the  M&Ms:

     Morris & Miller, Ltd.

     $275,000 on January 30, 2004
     $300,000 on February 27, 2004
     $500,000 on March 31, 2004
     Sufficient funds to pay 3 years' interest on April 9, 2004

     Mathew and Markson, Ltd.

     $50,000 on January 30, 2004
     $100,000 on February 27, 2004
     $75,000 on March 31, 2004
     Sufficient funds to pay 3 years' interest on April 9, 2004

     Within  ten  days  after  April  9,  2004,  the M&Ms will prepay all of the
interest  on  their  loans  for  the  next 36 months. We will continue to retain
pledged stock as collateral for the repayment of all such loans, which mature in
December  2006.

     As  part  of  this  new  agreement,  we have also agreed to pay a quarterly
dividend  of  not  less  than  $.01 per share to all holders of our Common Stock
beginning  April  30,  2004  for  the  period  ended  March  31,  2004.

Sale of URL and Lease Arrangements

     In connection with the original acquisition of our wholly owned subsidiary,
Telco  Billing,  from  Morris  &  Miller, Ltd. and Mathew and Markson Ltd., both
Antiguan corporations (the "M&Ms") and, currently, our largest stockholders, the
Company  agreed to pay Mathew and Markson $5,000,000 as a discounted accelerated
royalty  payment  for  a  20-year  license  of  the URL "Yellow-Page.Net," which
triggered  the sale of this URL.  The consideration was rendered


                                       15

under  the  terms  of an Exclusive Licensing Agreement dated September 21, 1998,
between  Telco  Billing and Mathew and Markson. The payment was originally to be
paid  in  full  upon  the acquisition of Telco Billing. However, the Company was
unable to pay the entire consideration in cash. As a result, the Company instead
negotiated  to  pay the $5,000,000 due in cash at closing with a $3,000,000 down
payment  and  also  executed a $2,000,000 promissory note (the "Note") to Mathew
and  Markson,  which was due on August 15, 1999. In addition, as a result of our
failure  to pay the entire $5,000,000 in cash at the original closing, we agreed
to  a  $2,000,000  extension  fee.

     On August 15, 1999, we defaulted on the payment of the Note. To extend this
payment  obligation  to November 15, 1999, we agreed to provide, for the benefit
of  Mathew  and  Markson,  $250,000  in  tenant  improvements  for approximately
one-half  of  our  Mesa facility. The premises were leased to Mathew and Markson
for  $1.00  per year throughout the term of the five-year lease. The annual fair
rental  value  of  the  lease  premises is $4,500 per month.  Business Executive
Services,  Inc.  purchased  this  lease  from  Mathew and Markson for a one-time
payment  of  $75,000.

     At the due date of the extension (November 15, 1999), we still had not paid
the  Note.  Therefore,  on November 15, 1999, we further extended the payment of
the  Note to January 15, 2000 by paying an extension fee of $200,000. On January
15, 2000, we again defaulted on the extension and the Note was renegotiated to a
demand  note with monthly installments of $100,000 per month. Under the terms of
the  renegotiated  Note,  the payments may have been suspended if we had did not
have certain cash reserves or were otherwise in default under other obligations.
The  renegotiated  Note was secured by 2,000,000 shares of our common stock held
in  escrow,  to  be returned for cancellation upon payment of the Note. The Note
has  been  paid  in  full but the collateral shares are still held by Mathew and
Markson  to  secure  payment  of  the  penalty  fee  discussed  below.

     In  July  2001,  we  were informed by Mathew and Markson that an additional
$2,000,000 penalty fee was due on the original acquisition agreement as a result
of  the  Company's  failure  to  pay  the  entire  $5,000,000 due in cash at the
original closing. On September 25, 2001, in settlement thereof, we agreed to pay
Mathew and Markson $550,000 and issued to Mathew and Markson 4,000,000 shares of
our  common  stock  valued  at $0.09. The $550,000 is to be paid over a 36-month
period at an annual interest rate of 10.5%. The balance as of September 30, 2002
was  $115,868  due  and  payable  September  25,  2004.

Simple.Net.

     We  previously  used  Dial-Up  Services,  Inc.,  d/b/a Simple.Net, Inc., an
Internet  service  provider  beneficially  owned by DeVal Johnson, our Executive
Vice  President  of  Corporate Image and a director, to provide Internet dial up
services  and  other services to our customers. These services included customer
service  support  for  Simple.Net's customers and technology support and billing
assistance. At the time our agreement with Simple.Net was entered into, this was
beneficial to us because we did not have sufficient dial-up customers to avoid a
minimum  fee  to  the backbone providers, which are companies that own the cable
and  copper  wire  cables necessary to provide the service. As our customer base
has grown, we are now able to


                                       16

economically enter into our own wholesale contract and in fact have done so with
GlobalPOPs,  Inc.,  an  unrelated  third  party.

     On  December  29,  2003,  we  entered  into  a  separation  agreement  with
Simple.Net,  which  becomes  effective  January  31, 2004. Under this agreement,
Simple.Net  will  no  longer provide any services to us. Although the Separation
Agreement  provides  for  a  30-day  extension  until  March  2,  2004,  neither
Simple.Net  nor  we  believe  that  this  time  period  will  be  needed.

RELATED PARTY TRANSACTION POLICY.

     Our  general  policy  requires  adherence to Nevada corporate law regarding
transactions  between  the  Company  and a director, officer or affiliate of the
Company.  Transactions  in  which such persons have a financial interest are not
void  or  voidable  if  the  interest is disclosed and approved by disinterested
directors  or  stockholders  or  if  the  transaction  is  otherwise fair to the
Company.  It is the policy of the Company that transactions with related parties
are  conducted  on  terms  no  less  favorable  to the Company than if they were
conducted  with  unaffiliated  third  parties.  During  the  fiscal  year  ended
September  30,  2003,  there  have  been no related party transactions except as
shown  above.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  our common stock as of February 1, 2004, with respect to (i) each
person  known  to  the Company to be the beneficial owner of more than 5% of the
Company's  common  stock; (ii) each Named Executive Officer; (iii) each director
of  the  Company;  and  (iv)  all  Named Executive Officers and directors of the
Company  as a group. The information as to beneficial ownership was furnished to
us  by  or  on  behalf  of  the  persons  named. Unless otherwise indicated, the
business  address  of each person listed is 4840 East Jasmine Street, Suite 105,
Mesa,  Arizona  85205.



                                               Shares            Percentage of
                  Name                   Beneficially Owned  Shares Outstanding (1)
---------------------------------------  ------------------  ----------------------
                                                       
Angelo Tullo (2)                                  4,325,000                    8.9%
Gregory B. Crane (3)                              1,277,500                    2.6%
DeVal Johnson (4)                                 1,329,000                    2.7%
David J. Iannini (5)                                600,000                    1.2%
John Raven                                          100,000                      *
Daniel L. Coury, Sr.                                200,000                      *
Peter Bergmann                                      201,000                      *
Mathew and Markson Ltd. (6) (7)                  10,575,062                   21.8%
Morris & Miller Ltd. (6)                         10,350,000                   21.3%
Sunbelt Financial Concepts, Inc. (8)(9)           4,325,000                    8.9%

All executive officers and                        7,982,500                     16%
directors as a group
(7 persons).


* Represents  less  than  one  percent (1%) of our issued and outstanding common
  stock.
________________


                                       17

(1)  Based  on  approximately  48,860,802  shares  outstanding as of February 1,
     2004.  This  amount includes 2,000,000 shares issued and held as collateral
     for  obligations  of  the  Company  under two promissory notes. Upon timely
     payment  of  the  notes,  the  shares  will  be returned to the Company for
     cancellation.

(2)  Of  the  number  shown,  3,875,000  shares  are  owned by Sunbelt Financial
     Concepts,  Inc.,  which  are also shown separately in this table. While Mr.
     Tullo is the President of Sunbelt, he has no ownership interest in Sunbelt.
     Mr.  Tullo  does, however, have dispositive power over the shares of Common
     Stock  owned  by  Sunbelt.  Mr. Tullo disclaims beneficial ownership of the
     shares  owned by Sunbelt except to the extent of any proportionate interest
     therein.

(3)  Of  the  number shown, 1,000,000 shares are owned by Advertising Management
     and Consulting Services, Inc. ("AMCS"). While Mr. Crane is the President of
     AMCS,  he has no ownership interest in AMCS. As President of AMCS, however,
     he  shares  dispositive  power  over  the  stock  owned  by AMCS. Mr. Crane
     disclaims  beneficial  ownership  of the shares owned by AMCS except to the
     extent  of  any  proportionate  interest  therein.

(4)  Of  the  number  shown,  1,004,000  shares  are  owned by Advanced Internet
     Marketing,  Inc.  ("AIM")  Mr.  Johnson  is  President of AIM and his minor
     children  are  the  beneficiaries  of  the trust that owns AIM. Mr. Johnson
     disclaims  beneficial  ownership  of  the shares owned by AIM except to the
     extent  of  any  proportionate  interest  therein.

(5)  Of  the number shown, 250,000 shares are owned by Mar & Associates ("Mar").

(6)  Address  is Woods Centre, Friar's Road, P.O. Box 1407, St. John's, Antigua,
     West  Indies.

(7)  The  number  of  shares held by Mathew and Markson, Ltd. includes 2,000,000
     shares  issued  as  collateral  for  a debt owed by the Company. Mathew and
     Markson  has  voting control of these shares. These shares will be returned
     to  the Company and cancelled upon timely payment of the debt. Ilse Cooper,
     is  the  control  person  for  Mathew  and  Markson.

(8)  Of  the number shown, 3,875,000 are owned by Sunbelt and 450,000 shares are
     owned  directly  by  Mr. Tullo. Of the 450,000 shares owned directly by Mr.
     Tullo, 150,000 shares were granted as restricted stock under our 2003 Stock
     Plan. Hickory Management is the owner of Sunbelt and J.C. McDaniel, Esq. is
     the  control  person.

(9)  Address  is  4710  E.  Falcon  Drive,  #204A,  Mesa,  Arizona,  85215.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our  executive officers, directors, and persons who own more than ten percent of
a  registered  class  of  our equity securities to file reports of ownership and
changes  in  ownership  with  the  Securities  and  Exchange Commission ("SEC").
Executive  officers,  directors,  and  greater than ten percent stockholders are
required  by SEC regulation to furnish us with copies of all Section 16(a) forms
they file. Based solely on our review of the copies of such forms received by it
during  the year ended September 30, 2003, we believe that, during such year our
executive  officers,  directors  and  ten percent stockholders complied with all
such  filing  requirements except that Mr.


                                       18

Bergmann  filed  a  late  Form 4 relating to the purchase of 1,000 shares of the
Company's  common  stock  and  the receipt of 150,000 shares of restricted stock
pursuant  to  the  2003 Stock Plan and Mr. Coury filed a late Form 4 relating to
the  receipt  of  150,000  shares of restricted stock pursuant to the 2003 Stock
Plan.  The required filings were eventually filed to reflect these transactions.

         AMENDMENT TO THE YP.NET, INC. 2003 STOCK PLAN (PROPOSAL NO. 2)

     Proposal  2  seeks stockholder approval of an amendment to the YP.Net, Inc.
2003  Stock  Plan (the "Plan") to increase the total number of shares authorized
to  be  issued  under the Plan from 3,000,000 to 5,000,000 shares. The 2,000,000
share increase represents approximately 4% of our approximately 48,860,802 total
outstanding  shares  as  of  February  1,  2004.

     The  Board of Directors believes that the Plan will promote the success and
enhance  the  value  of  the  Company  by  linking  the  personal  interest  of
participants to those of Company stockholders and by providing participants with
an  incentive  for  outstanding  performance.

     During  the  year  ended  September 30, 2002, our stockholders approved the
2002  Employees, Officers & Directors Stock Option Plan (the "2002 Plan"), which
was  intended  to replace our 1998 Stock Option Plan (the "1998 Plan"). The 2002
Plan  was  never  implemented,  however,  and  no  options,  shares or any other
securities  were  issued  or  granted  under the 2002 Plan. There were 3,000,000
shares  of  our  common stock authorized under the 2002 Plan, which were to come
from  our  authorized  but  unissued common stock. On June 30, 2003 and July 21,
2003,  respectively,  our  Board of Directors and a majority of our stockholders
terminated  both  the  1998  Plan  and the 2002 Plan and approved our 2003 Stock
Plan. The 3,000,000 shares of common stock previously allocated to the 2002 Plan
were  re-allocated  to  the  2003  Plan.

     In  December, 2003, our Board of Directors approved, subject to stockholder
approval,  an  amendment  to the Plan to increase the aggregate number of shares
available  thereunder by 2,000,000 shares in order to have an adequate number of
shares available for future grants. As of February 1, 2004, a total of 2,269,000
shares  of  restricted  stock  had been issued under the Plan and were no longer
available  for  grant,  and  a  total  of  731,000 shares remained available for
additional grants, prior to giving effect to the proposed increase. The Board of
Directors  believes  that  it  is  in the Company's best interests to be able to
continue  to  create  equity  incentives to assist in attracting, retaining, and
motivating  the  key  executives,  service  providers  and  consultants.

     From  August  2003 through February 1, 2004 the following persons or groups
had  received  restricted common stock under the Plan, as follows: (i) the Chief
Executive  Officer  and  the  other  executive  officers  named in the Executive
Compensation  Summary  table: 950,000 shares; (ii) all current directors who are
not  executive  officers  as  a  group:  300,000 shares; and (iv) all employees,
service providers and consultants as a group: 1,019,000 shares. We are unable to
determine  the  number  of restricted shares to be received in the future by all
current  executive  officers  as a group, all current directors who are not also
executive  officers  as  a  group,  or  all  employees,  service  providers  or
consultants.


                                       19

     The Plan provides for the granting of restricted stock, performance shares,
and performance-based awards to eligible individuals. A summary of the principal
provisions of the Plan is set forth below. The summary is qualified by reference
to  the  full  text of the Plan, which is filed with the Securities and Exchange
Commission  as  Exhibit 99.1 to the Company's Registration Statement on Form S-8
(File  No.  333-107721)  on  August  7,  2003.

VOTE  REQUIRED

     The  approval of the proposed amendment to the 2003 Stock Plan will require
the  affirmative  vote of the holders of a majority of the shares represented in
person  or  by  proxy  and  entitled  to  vote  on  the  proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE PLAN.

WHO SHALL HAVE AUTHORITY TO ADMINISTER THE PLAN?

     The  Compensation  Committee  or  such  other committee as appointed by the
Board  administers  the  Plan.  The  Committee  has  the  exclusive authority to
administer the Plan, including the power to determine eligibility, the types and
sizes  of awards, the price and timing of awards, and the acceleration or waiver
of  any  vesting  or  restriction, provided that the Committee will not have the
authority  to  waive  any  performance  restrictions  with  respect  to  any
performance-based  awards.

WHO IS ELIGIBLE TO RECEIVE AWARDS UNDER THE PLAN?

     Persons  eligible  to participate in the Plan include all employees of, and
non-employee  service  providers  and  consultants  to,  the  Company  and  its
subsidiaries, as determined by the Committee. As of February 1, 2004, there were
approximately  119  eligible  participants  of the Company and its subsidiaries.

WHAT ARE THE LIMITATIONS ON THE AWARDS AND SHARES AVAILABLE?

     An  aggregate  of  5,000,000  shares of Common Stock will be authorized for
issuance  under  the  Plan,  as amended. A maximum of 1,000,000 shares of Common
Stock  may  be  granted  in  the  form  of  performance-based  awards to any one
participant  for  a  performance  period.

WHAT TYPES OF AWARDS MAY BE GRANTED UNDER THE PLAN?

     The Plan provides for the grant of restricted stock, performance shares, or
performance-based  awards.  No  determination  has  been made as to the types or
amounts of awards that will be granted to specific individuals under the Plan in
the future. See the Summary Compensation Table on page 9 of this Proxy Statement
for  information  on  prior  awards  to  Named  Executive  Officers.


                                       20

WHAT IS RESTRICTED STOCK?

     Under  the restricted stock feature of the Plan, an eligible individual may
be  granted  a  specified  number  of  shares  of  Common  Stock.  However,  the
recipient's  rights  to such shares do not vest until certain restrictions lapse
or  certain performance goals are attained. If the recipient violates any of the
restrictions  during  the  period  specified by the committee or the performance
standards  fail  to  be  satisfied,  the stock is forfeited back to the Company.

WHAT ARE PERFORMANCE-BASED AWARDS AND PERFORMANCE SHARES?

     A  performance  share  is  a  contingent  right to receive a pre-determined
amount if certain performance goals are met. The value of performance units will
depend  on  the degree to which the specified performance goals are achieved but
are  generally  based  on  the  value  of  our  Common  Stock. Payment of earned
performance  units will be made within the time determined by the Committee days
after  the end of the measurement period for the performance unit. The Committee
may,  in its discretion, pay earned performance shares in cash, or Common Stock,
or  a  combination  of  both.

     The  amount  of  payments  made  to  a participant will be the value of the
performance share for the level of performance achieved multiplied by the number
of  performance shares earned by the participant. Prior to the beginning of each
measurement  period  for  the performance share, participants may elect to defer
the receipt of the performance unit payout on terms acceptable to the Committee.

     Grants  of  performance-based awards under the Plan enable the Committee to
treat  restricted  stock  and performance share awards granted under the Plan as
"performance-based  compensation"  under Section 162(m) of the Code and preserve
the  deductibility  of  these  awards  for  federal income tax purposes. Because
Section  162(m)  of  the  Code  only applies to those employees who are "covered
employees," as defined in Section 162(m) of the Code, only covered employees are
eligible  to  receive  performance-based  awards.  The  term  "covered employee"
generally  refers  to executive officers and other highly compensated employees.

     Participants  are  only entitled to receive payment for a performance-based
award  for  any  given  performance  period  to  the extent that pre-established
performance  goals  set  by  the  Committee  for the period are satisfied. These
pre-established  performance goals must be based on one or more of the following
performance  criteria:  pre-  or  after  tax  net  earnings,  sales  or revenue,
operating  earnings,  operating  cash  flow,  return  on  net  assets, return on
stockholders'  equity, return on assets, return on capital, stockholder returns,
gross  or  net  profit  margin,  earnings per share, price per share, and market
share.  These  performance  criteria  may  be  measured  in absolute terms or as
compared  to any incremental increase or as compared to results of a peer group.
With regard to a particular performance period, the Committee has the discretion
to  select  the  length of the performance period, the type of performance-based
awards to be granted, and the goals that will be used to measure the performance
for  the  period.  In  determining  the  actual  size  of  an  individual
performance-based  award  for  a performance period, the Committee may reduce or
eliminate  (but  not  increase)  the  award.  Generally,  a  participant must be


                                       21

employed  on  the  date the performance-based award is paid to be eligible for a
performance-based  award  for  that  period.

WHO HAS THE AUTHORITY TO AMEND OR TERMINATE THE PLAN?

     The  Committee,  subject to approval of the Board, may terminate, amend, or
modify the Plan at any time, provided that stockholder approval must be obtained
for  any  amendment  to  the  extent  necessary and desirable to comply with any
applicable  law,  regulation  or  stock  exchange  rule.

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN?

     A  participant  receiving  restricted  stock,  performance  shares,  or
performance-based awards will not recognize taxable income at the time of grant.
The  recipient will, however, recognize ordinary income equal to the fair market
value  of  the stock at the time the restrictions lapse. The Company is entitled
to  a tax deduction equal to the amount of income recognized by the recipient in
the  year  in which the restrictions lapse. Instead of postponing the income tax
consequences of a restricted stock award, the recipient may elect to include the
fair  market  value  of  the  Common  Stock  in  income in the year the award is
granted.  This  election  is  made  under Section 83(b) of the Code. The Section
83(b)  election  is  made  by  filing a written notice with the Internal Revenue
Service  within  30  days  of  the date of grant and must meet certain technical
requirements.

     The  tax  treatment  of the subsequent disposition of restricted stock will
depend  upon  whether the recipient has made a Section 83(b) election to include
the  value  of the Common Stock in income when awarded. If the recipient makes a
Section 83(b) election, any disposition thereafter will result in a capital gain
or  loss  equal  to the difference between the selling price of the Common Stock
and  the  fair  market  value  of  the  Common  Stock  on the date of grant. The
character  of  such  capital  gain  or  loss  will  depend  upon  the period the
restricted  Common  Stock  is  held.  If  no Section 83(b) election is made, any
disposition  thereafter  will  result  in  a  capital  gain or loss equal to the
difference  between  the  selling  price of the Common Stock and the fair market
value  of  the  Common  Stock  on  the  date  the  restrictions  lapsed.

WHAT HAPPENS IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY?

     In  the  event  of  a  Change  in  Control  (as defined in the Plan) of the
Company,  unless otherwise provided in an award agreement, the Committee has the
discretion  to  provide  that  all  awards  under  the  Plan  will  become fully
exercisable  and  all  restrictions  on  awards  will  lapse.


                                       22

EQUITY COMPENSATION PLAN INFORMATION

     We  maintain  the  2003  Stock  Plan  pursuant to which we may grant equity
awards  to eligible persons.  The following table gives information about equity
awards  under  the  Company's  Plan.



                                                             
                               (a)                     (b)                       (c)

                                                                        Number of securities
                      Number of securities to     Weighted-average     remaining available for
                          be issued upon         exercise price of      future issuance under
                      exercise of outstanding   outstanding options,  equity compensation plans
                       options, warrants and    warrants and rights     (excluding securities
  Plan category              rights                                     reflected in column (a))
  -------------       -----------------------   --------------------  -------------------------
Equity compensation       2,269,000 (2)                N/A                     731,000
plans approved by
security holders (1)

Equity compensation           0                        N/A                         0
plans not approved
by security holders

     Total                2,269,000                    N/A                     731,000


     1    The  2003  Stock Plan was approved by written consent of a majority of
          the  Company's  stockholders  on  July  21,  2003.

     2    This  number  represents  the  number  of  shares  of restricted stock
          granted  to  eligible  persons  under  the  Plan.



    AMENDMENT TO AND RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
                                (PROPOSAL NO. 3)

     The  Company  was originally formed in 1994 as Renaissance Center, Inc. Our
Articles  of  Incorporation  were  restated  in October of 1997 and our name was
changed  to  Renaissance  International  Group,  Ltd.  This  restatement  also
designated  3,000,000  shares  of  our  Preferred  Stock as Series A Convertible
Preferred Stock with specified rights, preferences and privileges. In June 1998,
a  Certificate  of Amendment was filed changing our name to RIGL Corporation and
increasing our authorized Common Stock to 50,000,000 shares.  In January 1999, a
Certificate  of  Designations  was  filed  with  the  Nevada  Secretary of State
designating  2,500,000  shares  of  our  Preferred Stock as Series B Convertible
Preferred  Stock  with  the rights, preferences and privileges set forth therein
and  our  Articles  of  Incorporation  were  again  restated  to  include  such
designation.  In  September  1999, a Certificate of Amendment was filed with the
Nevada  Secretary  of  State changing our name to YP.Net, Inc.  In January 2002,
another Certificate of Amendment to our Articles of Incorporation was filed with
the  Nevada  Secretary of State increasing our authorized shares of Common Stock
to  100,000,000  and  our  authorized  shares of Preferred Stock to 140,000,000.
Additionally,  this amendment designated 45,000,000 shares of Preferred Stock as
Series  C  Convertible  Preferred  Stock  and  45,000,000  shares  as  Series  D
Convertible  Preferred  Stock  with  the  rights, preferences and privileges set
forth  therein.  Finally


                                       23

in  June  of  2002,  a  Certificate  of  Designation  was  filed with the Nevada
Secretary  of  State  designating  200,000 shares of Preferred Stock as Series E
Convertible  Preferred  Stock with certain rights, preferences and privileges as
set  forth  therein.

     Our  Board  of  Directors has unanimously approved, and recommends that the
stockholders  adopt,  a  proposal  to  amend  and  restate  our  Articles  of
Incorporation  as  follows:

     -    change  the  corporate  name  of  the  Company  to  "YP  Corp.";

     -    provide  for  the  classification of the Board of Directors into three
          classes  of  directors  with  staggered  three-year  terms;

     -    generally  update  the  existing  Articles  of  Incorporation  to  (a)
          eliminate  the  designation  of  the Series A, Series B, Series C, and
          Series D Preferred Stock since no shares of such Series have ever been
          issued  and  the  Board of Directors has recently retired such series,
          (b)  decrease  the  authorized  Preferred  Stock;  (c)  add  language
          concerning  the  indemnification  of  the  Company's  officers  and
          directors;  (d) add language that upon dissolution of the Company, the
          Company's  remaining  net  assets  are to be paid to holders of Common
          Stock  after  any  liquidation  preference  has been paid to Preferred
          Stockholders;  (e) clarify that the number of directors of the Company
          may be increased or decreased as provided in the Company's Bylaws; (f)
          limit  the  ability of stockholders to act by written consent; and (g)
          require  a  supermajority  vote of the stockholders to amend or repeal
          some  of  the  foregoing  amendments;  and

     -    restate  the  Articles  of  Incorporation by incorporating in a single
          document  the  new amendments, to the extent that they are approved by
          the  stockholders  at  the Annual Meeting, as well as prior amendments
          and  restatements.

The  text  of the proposed Amended and Restated Articles of Incorporation is set
forth  in  Appendix  A  attached  hereto.
           -----------

CHANGE OF CORPORATE NAME

     We  are  proposing  to  change  our  name  to YP Corp.  We believe that our
current  name,  YP.Net,  Inc.,  as  well as the current name of our wholly owned
subsidiary,  Telco  Billing,  Inc., are inconsistent with our existing corporate
structure.  If  successful  in  changing  our corporate name, we intend to cause
Telco  Billing,  Inc.,  our wholly owned subsidiary and the entity through which
our  primary operations are conducted, to operate under the "YP.Net" or "YP.Com"
trade  names.  If  the  stockholders  approve  this  proposal,  it  will  become
effective  upon the filing of the Amended and Restated Articles of Incorporation
with  the  Secretary  of  State  of  the State of Nevada.  We intend to file the
Amended  and Restated Articles of Incorporation as soon as practicable after the
Annual  Meeting.


                                       24

CLASSIFIED  BOARD

     Our  Board  of  Directors has unanimously approved and recommended that the
stockholders  approve  an amendment to our Articles of Incorporation, to provide
for the classification of our Board of Directors into three classes of directors
with staggered terms of office.  Section 5 of Appendix A to this Proxy Statement
sets  forth  the  text  of  the  proposed  amendment  to  be  added.

     Our  Bylaws  now  provide  that all directors are to be elected annually to
serve  until  their  successors  have  been  elected  and qualified.  Nevada law
permits provisions in the articles of incorporation or bylaws that provide for a
classified  board  of  directors.  The  proposed  amendment  to  the Articles of
Incorporation  would  provide  that  directors  will  be  classified  into three
classes,  as  nearly  equal  in  number  as  possible.  One  class of directors,
initially  consisting  of Messrs. Tullo and Johnson, would hold office initially
for  a  term  expiring  at the 2007 Annual Meeting; a second class of directors,
initially consisting of Messrs. Crane and Coury, would hold office initially for
a  term  expiring  at  the  2006 Annual Meeting; and a third class of directors,
initially  consisting  of  Mr.  Bergmann, would hold office initially for a term
expiring  at  the  2005  Annual  Meeting.  At each Annual Meeting following this
initial  classification  and  election, the successors to the class of directors
whose  terms  expire  at  that  meeting would be elected for a term of office to
expire  at  the  third  succeeding  Annual Meeting after their election or until
their  successors  have  been  duly  elected  and  qualified.

     If  the  number of directors is increased by the Board of Directors and the
resultant  vacancies  are  filled  by  the  Board of Directors, those additional
directors  will  serve  only  until  the next Annual Meeting of stockholders, at
which  time  they  will  be  subject  to  election  and  classification  by  the
stockholders.  If  any  director  is elected by the Board of Directors to fill a
vacancy that occurs as a result of the death, resignation, or removal of another
director,  that  director  will  hold  office  until  the  Annual  Meeting  of
stockholders at which the director who died, resigned, or was removed would have
been  required, in the regular order of business, to stand for re-election, even
though  that  term  may  extend  beyond the next annual meeting of stockholders.

     The  proposed classified Board of Directors amendment is designed to assure
continuity  and  stability  in  our  Board's  leadership  and policies because a
majority of the Company's directors at any given time will have prior experience
as  directors with the Company.  While we have not experienced any problems with
such  continuity  in  the  past,  we  wish  to  ensure that this experience will
continue.  Our  Board  of  Directors  also  believes  that  the classified Board
proposal  will  assist the Board in protecting the interests of our stockholders
in  the  event  of  an  unsolicited  offer  for  our  Company.

     Because  of  the additional time required to change control of our Board of
Directors,  the  classified  board  proposal  will  tend  to  perpetuate present
management.  Without  the  ability  to  obtain immediate control of our Board, a
takeover  bidder  will not be able to take action to remove other impediments to
its  acquisition  of  our Company, including a redemption of stockholder rights,
the  terms  of  which  create  obstacles to an acquisition of our Company, if we
choose  to grant such rights to our stockholders and empower our Board to effect
such  a redemption.  Because the proposed classified Board amendment will result
in  an  increase  in  amount  of  time  required for a takeover bidder to obtain
control  of  our  Company  without  the


                                       25

cooperation of our Board, even if the takeover bidder were to acquire a majority
of  our  outstanding  voting  stock,  it  will tend to discourage certain tender
offers,  perhaps  including  some  tender  offers that our stockholders may feel
would  be  in their best interests. The proposed classified Board amendment will
also  make  it  more difficult for our stockholders to change the composition of
the  Board  even  if  our stockholders believe such a change would be desirable.

ELIMINATION OF PRIOR SERIES OF PREFERRED STOCK; DECREASE IN NUMBER OF PREFERRED
STOCK AND ADDITION OF INDEMNIFICATION LANGUAGE; OTHER CLARIFICATIONS.

     We  currently  have  five  series  of Preferred Stock designated, Series A,
Series B, Series C, Series D and Series E.  To date, only the shares of Series E
Preferred  Stock  are issued and outstanding.  Moreover, at this time we have no
intention  of  issuing  any  additional  shares  of  Preferred  Stock, except in
connection  with  a  stockholders' rights plan, which we are considering at this
time.  Accordingly,  our  Board  of  Directors  believes  that it is in our best
interest  and  the  best  interests  of  our  stockholders  to  delete the prior
provisions  designating  the rights, preferences and privileges of the Series A,
Series  B,  Series  C, and Series D Preferred Stock.  Consequently, our Board of
Directors  further  believes  that  the  current  number of authorized shares of
Preferred  Stock,  which  is 140,000,000, is unnecessary in light of our current
financial  situation.  The  Board of Directors proposes to reduce the authorized
shares  of Preferred Stock from 140,000,000 to 5,000,000.  In the opinion of our
Board  of Directors, the proposal to delete the existing terms and conditions of
the  prior  shares  of Series A through Series D Preferred Stock and to decrease
the  authorized  shares of Preferred Stock to 5,000,000 will align the Company's
capital  structure  with  its  current  and  anticipated  future  needs.

     We  will  retain  our  ability  to authorize additional shares of Preferred
Stock  with  rights,  preferences  and  privileges as determined by the Board of
Directors  and  without  further authorization from the holders of Common Stock,
unless  otherwise  required by applicable law. This would permit the issuance at
various  times  of shares of one or more series of Preferred Stock that could be
specifically  adapted  to  the  financing needs of the Company at that time.  We
have  no  present  plans,  arrangements or understandings that would require the
issuance  of  any additional shares of the Preferred Stock, except in connection
with  a  stockholders'  rights plan, which we are considering at this time.  Any
future  issuance  of  shares  of  Preferred  Stock  would  occur  only  upon  a
determination  by  our  Board  of  Directors  that such issuance was in the best
interests  of  the  Company  and  our  stockholders.

     The  dividend and liquidation rights of our Common Stock will be subject to
the  rights  of  any  new  series  of  Preferred  Stock  that may be issued and,
generally,  will be junior in rights and preferences to such shares of Preferred
Stock.  In addition, if additional shares of Common Stock or Preferred Stock are
issued,  either  book  value  per  share,  earnings per share, or both, could be
diluted  due to the larger number of shares outstanding.  Finally, there will be
dilution  to  the  voting  power  of  each  share of Common Stock and each share
Preferred  Stock  as  additional  shares  are  issued.

     The  Amended  and  Restated Articles of Incorporation could be construed as
having an anti-takeover effect and the additional authorized shares of Preferred
Stock  could  be  issued  to  a third party favored by the Board of Directors to
defend  a  possible  third-party  takeover attempt, which would give the favored
party an advantage over a competing party in a contest to acquire


                                       26

control of the Company and remove incumbent management. Additionally, the excess
shares  of  Preferred Stock could be used to create a stockholder rights plan or
"poison  pill"  or  a similar arrangement, in an effort to discourage a takeover
attempt.  At  this time, our Board of Directors is considering the adoption of a
stockholders'  rights  plan.  However, we currently are not aware of any pending
takeover  attempt.

     We  have  added  language  to  the  Amended  and  Restated  Articles  of
Incorporation  to  clarify  our obligation and ability to indemnify our officers
and  directors  for  costs,  expenses  and  liabilities arising out of claims or
matters  for  which  the Company is permitted to indemnify them under applicable
Nevada  law.

     Finally,  we  have  added  language to the Amended and Restated Articles of
Incorporation  to  clarify  that (i) the number of directors may be increased or
decreased  as  provided  in  the  Bylaws  and  (ii)  upon  liquidation  or other
dissolution,  the  remaining  net  assets  of  the  Company,  if  any,  will  be
distributed  pro-rata  among  the  holders of Common Stock after any liquidation
preference  of  holders  of  Preferred  Stock  has  been  satisfied.

LIMITATION OF STOCKHOLDER ACTION BY WRITTEN CONSENT

     We  have  proposed an amendment to the Articles of Incorporation that would
prohibit  the Company's stockholders from acting by written consent in lieu of a
meeting  of  stockholders  without  the  Board  of Directors' prior approval and
authorization  of  the  proposed  action  and  except  as  may  be provided in a
designation  of  the preferences, limitations and relative rights of a series of
the  Company's  preferred  stock.

     The  NRS  and  the  Company's  Bylaws  currently  permit  the  Company's
stockholders  to take any action that may be taken by stockholders at any annual
or  special  meeting  of stockholders without a meeting, provided this action is
consented to in writing by stockholders having not less than the number of votes
necessary  to take the action at the meeting. This amendment would, if approved,
provide that any action required or permitted to be taken by the stockholders of
the  Company  must  be  effected  either  by  written consent after approval and
authorization  by  the Board of Directors or at a duly called and held annual or
special  meeting  of  stockholders. The proposed amendment provides an exception
where  specified in the designation of the preferences, limitations and relative
rights  of  any  series  of  the  Company's  preferred  stock.

     The Board of Directors believes that the use of a written consent procedure
in  lieu  of  a  meeting  could  be  used  in an unsolicited takeover attempt to
undermine the protections that the Company currently has in place and those that
it  is  proposing  at the Annual Meeting. This provision provides management and
the  Board  of  Directors  with the opportunity to review any proposed action to
express their views and to take any necessary action deemed appropriate by them.

     A  corollary  of  this  proposal  may  be to preclude a takeover bidder who
acquires a majority of the outstanding shares of the Company's Common Stock from
proposing  a  merger,  business  combination,  or  other  similar transaction or
proposing the removal of directors, outside the process of holding a stockholder
meeting.  Because  of  the delay that may be involved in


                                       27

undertaking  fundamental  corporate  changes  requiring stockholder action, this
provision  may deter a future takeover attempt, or business combination, even if
a substantial number of the Company's stockholders favored that takeover attempt
or  other  action.  The  provision  could  also  result  in  incumbent directors
retaining  their  positions  until  the next Annual Meeting at which their terms
expire, even though holders of a majority of the Company's Common Stock desire a
change  and could otherwise seek to remove directors through the written consent
procedure.

SUPERMAJORITY APPROVAL FOR CERTAIN AMENDMENTS

     Assuming  that  the  foregoing  amendments  are approved and adopted, it is
appropriate  to  change the manner in which the Articles of Incorporation may be
further  amended. Currently, under the NRS, our Articles of Incorporation may be
amended  upon  the  affirmative  vote  of  a  plurality  of the votes cast. This
Proposal would provide for amendment of, and reserve to the Company the right to
amend  the  provisions  concerning  the  classified  Board  of  Directors,  the
limitations  on  actions  by  written  consent  of  the  stockholders and future
amendments  only  upon  the  affirmative  vote  of the holders of 66-2/3% of the
outstanding  capital  stock  of  the  Company entitled to vote. Setting a higher
threshold  for  amendment of the newly adopted provisions will ensure continuity
and  not  subject  the  Company  to  the  instability  of  having  its corporate
governance  regularly  altered.

CONSOLIDATION OF PRIOR AMENDMENTS, RESTATEMENTS AND CERTIFICATES OF DESIGNATION
IN A SINGLE AMENDED AND RESTATED ARTICLES OF INCORPORATION

     As  discussed  above,  the current Articles of Incorporation consist of the
original  Articles  of  Incorporation  as  amended  and  restated  by  numerous
Certificates  of  Amendment,  Restatements  and  Certificates  of  Designation
effecting  prior  name  changes  and  the designations of the Series A Preferred
Stock,  Series  B  Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, and Series E Preferred Stock.  Because of the extensive changes that have
been  made  to  the  original Articles of Incorporation, as well as the proposed
amendments  discussed  above, the Board of Directors believes it is advisable to
restate  the  Articles  of  Incorporation  in  full  to  the extent the proposed
amendments  are  approved  by  the  stockholders,  rather  than  file a separate
Certificate  of  Amendment  to  incorporate  the  approved  amendments,  thus
incorporating  all  existing  provisions,  as  amended  in  a  single  document.

VOTE REQUIRED

     The  affirmative  vote  of  the  holders  of a majority of our Common Stock
issued  and  outstanding  as  of  the  record  date  and  present  in  person or
represented by proxy and entitled to vote at the Annual Meeting will be required
to  approve  the  foregoing  amendments  and  restatement  to  our  Articles  of
Incorporation.  Because  approval  of  the  Restated  Articles  of Incorporation
requires  the  affirmative  vote  of  holders of a majority of the shares of our
Common  Stock  outstanding  and entitled to vote thereon, abstentions and broker
non-votes  will have the same effect as votes cast at the Annual Meeting against
the  proposal.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF THE
                       RESTATED ARTICLES OF INCORPORATION.


                                       28

                              INDEPENDENT AUDITORS

     The  Board  of  Directors  has  not  yet selected an independent auditor to
examine  the  annual  consolidated  financial  statements of the Company and its
subsidiary  for  fiscal  year  2004. The Board of Directors is in the process of
considering  its needs for the fiscal year and expects to make a decision in the
near  future.

     Representatives  of  Epstein,  Weber  &  Conover,  P.L.C.  our  independent
auditors  for fiscal 2003 are expected to be present at the Annual Meeting. They
will  have  the opportunity to make a statement if they desire to do so and will
be  available  to  respond  to  appropriate  questions.

AUDIT FEES

     The  aggregate  fees  billed  by  Epstein,  Weber  &  Conover,  P.L.C.  for
professional  services  rendered for the audit of the Company's annual financial
statements  for  the fiscal year ended September 30, 2003 and for the reviews of
the  financial  statements  in  the Company's quarterly reports on Form 10-Q for
that  fiscal year were $53,000, as compared to $48,175 for the fiscal year ended
September  30,  2002.

AUDIT RELATED FEES

     The  aggregate  fees  billed  by  Epstein,  Weber  &  Conover,  P.L.C.  for
professional  services  rendered  in connection with services other than for the
audit  for the fiscal year ended September 30, 2003 were $15,035. These services
consisted  of  the  review  and  discussion  of the accounting and tax treatment
related  to  the  2003 Stock Plan, an internal controls review and United States
Securities  and  Exchange  Commission  and  other  regulatory  compliance.

TAX FEES

     Epstein,  Weber  & Conover, P.L.C. did not render professional tax services
to  the  Company  for  the  year ended September 30, 2003 or for the fiscal year
ended  September  30,  2002.

ALL OTHER FEES

     There  were  no other services rendered by Epstein, Weber & Conover, P.L.C.
to  the  Company  during  each  of the fiscal years ended September 30, 2003 and
2002.

     The  Board  of  Directors  has  considered  whether  the  provision  of the
above-described  services  is  compatible  with  maintaining  Epstein,  Weber  &
Conover,  P.L.C.'s  independence  and believes the provision of such services is
not  incompatible  with  maintaining  such  independence.


                                       29

                      STOCKHOLDER PROPOSALS AND NOMINATIONS

     To  be considered for inclusion in our proxy materials relating to our 2005
Annual  Meeting,  stockholder  proposals  must  be  received  at  our  principal
executive  offices  by November 2, 2004, which is 120 calendar days prior to the
anniversary of the mailing date for this year's proxy materials. All stockholder
proposals must be in compliance with applicable laws and regulations in order to
be  considered  for  possible inclusion in the proxy statement and form of proxy
for  the  2005  Annual  Meeting.

                                  OTHER MATTERS

     As  of  the  date  of this Proxy Statement, our Board of Directors does not
intend  to  present at the Annual Meeting any matters other than those described
herein  and  does  not  presently  know of any matters that will be presented by
other  parties.  If  any other matter is properly brought before the meeting for
action  by  stockholders,  proxies  in  the enclosed form returned to us will be
voted in accordance with the recommendation of the Board of Directors or, in the
absence  of  such a recommendation, in accordance with the judgment of the proxy
holder.

     A  copy of our Annual Report for the year ended September 30, 2003 has been
mailed  to  you  currently  with this Proxy Statement. This Annual Report is not
incorporated  into this Proxy Statement and is not considered proxy solicitation
material.

     We  have filed an Annual Report on Form 10-KSB for the year ended September
30,  2003  with the Securities and Exchange Commission.  You may obtain, free of
charge,  a  copy  of  the  Form 10-KSB by writing our Corporate Secretary at our
principal  executive  offices  at  4840  East  Jasmine  Street, Suite 105, Mesa,
Arizona  85205-3321.

             ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS

     We  are  offering  our stockholders the opportunity to consent to receiving
our  future  proxy  materials and annual reports electronically by providing the
appropriate  information when voting via the Internet. Electronic delivery could
save  us a significant portion of the costs associated with printing and mailing
Annual  Meeting  materials,  and we hope that our stockholders find this service
convenient  and  useful.  If  you  consent  and we elect to deliver future proxy
materials  and/or  annual reports to you electronically, then we will send you a
notice  (either  by  electronic  mail  or regular mail) explaining how to access
these materials but will not send you paper copies of these materials unless you
request  them. We may also choose to send one or more items to you in paper form
despite  your  consent  to  receive  them  electronically.  Your consent will be
effective  until  you  revoke it by terminating your registration at the website
WWW.INVESTORDELIVERY.COM  if  you  hold  shares  at  a  brokerage  firm  or bank
participating in the ADP program, or by contacting our transfer agent, Registrar
and  Trust  Company,  if  you  hold  shares  in  your  own  name.

     By  consenting to electronic delivery, you are stating to YP.Net, Inc. that
you  currently  have  access  to  the  Internet and expect to have access in the
future.  If  you  do  not  have access to the Internet, or do not expect to have
access  in  the  future, please do not consent to electronic


                                       30

delivery  because  we  may  rely on your consent and not deliver paper copies of
future  Annual  Meeting  materials.  In  addition,  if you consent to electronic
delivery,  you will be responsible for your usual Internet charges (e.g., online
fees)  in  connection  with  the  electronic delivery of the proxy materials and
annual  report.

                                         YP.Net,  Inc.

                                         /s/ DeVal Johnson

                                         DeVal Johnson
                                         Secretary

March 1, 2004


                                       31

                                  YP.NET, INC.

                 ANNUAL MEETING OF STOCKHOLDERS - APRIL 2, 2004

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held on April 2, 2004 and the
Proxy Statement and appoints Angelo Tullo and David Iannini, and each of them,
the proxy of the undersigned, with full power of substitution to vote all shares
of Common Stock of YP.Net, Inc. (the "Company") that the undersigned is entitled
to vote, either on his or her own behalf or on behalf of any entity or entities,
at the Annual Meeting of Stockholders of the Company to be held at the Sheraton
Hotel, 200 West Centennial Way, Mesa, Arizona 85201 on April 2, 2004 at 10:00
a.m. local time, and at any adjournment or postponement thereof, with the same
force and effect as the undersigned might or could do if personally present
thereat.  The shares represented by this proxy shall be voted in the manner set
forth on the reverse side.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

     1.   Election  of  Directors

[ ]  FOR ALL                            Angelo Tullo
[ ]  WITHHOLD ALL                       Gregory B. Crane
[ ]  FOR ALL EXCEPT                     Daniel Coury, Sr.
     (See instructions below)           DeVal Johnson
                                        Peter Bergmann

TO WITHHOLD AUTHORITY TO VOTE, MARK "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME IN THE LIST BELOW.

2.   To amend the Company's 2003 Stock      FOR      AGAINST     ABSTAIN
     Plan to increase the shares available  [ ]        [ ]         [ ]
     for issuance from 3,000,000 to
     5,000,000.

3.   To amend and restate the Company's     FOR      AGAINST     ABSTAIN
     Articles of Incorporation as           [ ]        [ ]         [ ]
     described in the Proxy Statement.

4.   In their discretion, the Proxies are authorized to vote upon such other
     business as may properly come before this meeting.

Please disregard the following if you have previously provided your consent
decision.

[ ]  By  checking the box to the left, I consent to future  delivery  of  annual
     reports,  proxy  statements,  prospectuses  other materials and shareholder
     communications  electronically  via the Internet at a webpage which will be
     disclosed  to  me.  I  understand  that  the



      Company  may  no  longer  distribute printed materials to me regarding any
      future  stockholder  meeting  until  such consent is revoked. I understand
      that  I  may  revoke  my  consent  at any time by contacting the Company's
      transfer  agent, Registrar and Trust Company, 10 Commerce Drive, Cramford,
      NJ 07016 and that costs normally associated with electronic delivery, such
      as  usage  and  telephone  charges  as  well  as  any costs I may incur in
      printing  documents,  will  be  my  responsibility.

IF YOU RETURN YOUR PROPERLY EXECUTED PROXY, WE WILL VOTE YOUR SHARES AS YOU
DIRECT. IF YOU DO NOT SPECIFY ON YOUR PROXY HOW YOU WANT TO VOTE YOUR SHARES, WE
WILL VOTE THEM FOR PROPOSAL 1, 2, 3 AND 4 AND IN THE DISCRETION OF THE PROXIES
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.

                         Please  sign  EXACTLY as your name appears hereon. When
                         signing  as  attorney, executor, administrator, trustee
                         or  guardian,  please  give your full title as such. If
                         more  than  one trustee, all should sign. If shares are
                         held  jointly,  both  owners  must  sign.

                         __________________________  _____________, 2004
                         Signature                   Date

                         __________________________  _____________, 2004
                         Signature (Joint Owners)    Date



                                                                      Appendix A
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                  YP.NET, INC.

YP.NET, INC. (the "Corporation"), a corporation organized and existing under the
Nevada  Revised  Statues  ("NRS")  of  the  State of Nevada does hereby certify:

I.   The  Corporation,  pursuant  to the provisions of NRS 78.403, hereby adopts
     these  Amended  and  Restated  Articles  of  Incorporation  (the  "Restated
     Articles"), which accurately restate and integrate the Restated Articles of
     Incorporation  filed  on  January  11,  1999  and all amendments thereto or
     Certificates  of Designation filed thereafter that are in effect to date as
     permitted  by  NRS  78.385.

II.  Each  amendment  made  by  these  Restated  Articles  has  been effected in
     conformity  with  the provisions of the NRS. The Restated Articles and each
     amendment  thereto  were  duly  approved  and  adopted by unanimous written
     consent  of the Corporation's Board of Directors on January __, 2004. These
     Restated  Articles  and  each  amendment  made  hereunder were approved and
     adopted  by  the holders of at least a majority of the Corporation's issued
     and  outstanding  capital  stock entitled to vote on such amendments at the
     Corporation's  Annual  Meeting  of  Stockholders held on April 2, 2004. The
     number of shares outstanding at the time of such adoption was _________ and
     the  number  of shares entitled to vote thereon was ________. The number of
     shares that voted to approve the amendments and these Restated Articles was
     ________,  which  was  sufficient  for  approval.

III. The original Articles of Incorporation and all amendments, restatements and
     supplements thereto are hereby superseded by these Restated Articles, which
     are  as  follows:

     1.   Name.  The  name  of  the  corporation  is  YP  Corporation  (the
          ----
          "Corporation").

     2.   Capital  Stock.  The Corporation is authorized to issue two classes of
          --------------
stock.  One  class of stock shall be Common Stock, par value, $0.001. The second
class  of  stock shall be Preferred Stock, par value $0.001. This Corporation is
authorized  to  issue 100,000,000 shares of Common Stock and 5,000,000 shares of
Preferred  Stock.

          2.1.  Common  Stock. Each share of Common Stock issued and outstanding
                -------------
shall be entitled to one vote on all matters. Shares of such Common Stock may be
issued  for  such  consideration and for such corporate purposes as the Board of
Directors  may from time to time determine. Fully paid shares of Common Stock of
this  Corporation  shall  not  be  liable  to  any  further  call or assessment.
Dividends may be declared and paid on the Common Stock only out of funds legally
available  therefore.  Upon the sale of substantially all of the stock or assets
of  the  Corporation in a non-public transaction or dissolution, liquidation, or
winding  up  of  the  Corporation,  whether  voluntary or involuntary, after all
liquidation  preferences  payable  to  any  series  of  Preferred Stock entitled
thereto  have  been satisfied, the remaining net assets of the Corporation shall
be  distributed  to  the  holders  of  Common  Stock  and any similarly situated


                                      A-1

stockholders who are not entitled to any liquidation preference (or, if there be
an  insufficient  amount  to  pay all such stockholders, then ratably among such
holders).

          2.2.  Preferred  Stock.
                ----------------

                (a)  The  Preferred  Stock not so specifically designated may be
designated  in the future by action of the Board of Directors of the Corporation
and  otherwise  in  accordance  with  the  applicable provisions of the NRS. The
designated  series  of  Preferred  Stock  shall  have such powers, designations,
preferences  and relative, participating or optional or other special rights and
qualifications, limitations or restrictions thereof as shall be expressed in the
resolution  or  resolutions providing for the issue of such stock adopted by the
Corporation's  Board  of  Directors  and  may  be  made  dependent  upon  facts
ascertainable  outside such resolution or resolutions of the Board of Directors,
provided  that  the  manner  in which such facts shall operate upon such powers,
designations,  preferences,  rights  and  qualifications,  limitations  or
restrictions of such class or series of stock is clearly and expressly set forth
in the resolution or resolutions providing for the issuance of such stock by the
Board  of  Directors.

                (b)  The  shares  of each class or series of the Preferred Stock
may  vary  from  the shares of any other class or series thereof in any respect.
The  Board of Directors may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to such class
or  series  authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number of
shares of the Preferred Stock designated for any existing class of series of the
Preferred  Stock  and the shares so subtracted shall become authorized, unissued
and  undesignated  shares  of  the  Preferred  Stock.

           3. Designation and Amount of Series E Convertible Preferred Stock. In
              --------------------------------------------------------------
accordance  with  the  foregoing  Section  2.2, the Corporation has authorized a
                                  ------------
series  of  Preferred  Stock,  which shall be designated as Series E Convertible
Preferred  Stock  (the  "Series  E  Preferred Convertible Stock"). The number of
shares  constituting  the  Series  E Preferred Stock shall be 200,000, par value
$0.001.  The  Series  E  Preferred  Stock  has  the  voting powers, preferences,
relative, participating, limitations, qualifications, optional and other special
rights and the qualifications, limitations and restrictions thereof that are set
forth  below.

          3.1.  Dividends.
                ---------

                (a)  The  holders  of outstanding shares of Series E Convertible
Preferred  Stock  shall be equally entitled to receive preferential dividends in
cash  out  of  any  funds  of  the Corporation legally available at the time for
declaration  of dividends, at the dividend rates applicable to each such series,
as  set  forth herein, before any dividend or other distribution will be paid or
declared  and  set apart for payment on any shares of any Common Stock, or other
class  of  stock presently authorized or to be authorized (the Common Stock, and
such  other stock being hereinafter collectively the "Junior Stock") as follows:
Series  E  Convertible Preferred Stock shall receive dividends at the rate of 5%
per  annum on the liquidation preference per shares, payable each March 31, June
30,  September 30 and December 31, commencing with the first such date following
the  issuance  of  such  stock.  Dividends  shall  accumulate  from  the date of
issuance,  until the first payment date, at which time all accumulated dividends
and  dividends


                                      A-2

from  the  date of issuance shall be paid if funds are legally available at such
time.  If funds are not legally available at such time, dividends shall continue
to  accumulate  until  they  can  be  paid  from  legally  available  funds.

                (b) The dividends on the Series E Convertible Preferred Stock at
the rate provided above shall be cumulative whether or not earned so that, if at
any  time  full  cumulative dividends at the rate aforesaid on all shares of the
Series  E  Convertible  Preferred  Stock then outstanding from the date from and
after  which  dividends  thereon  are  cumulative  to  the  end of the quarterly
dividend  period  next  preceding such time shall not have been paid or declared
and  set  apart  for  payment,  or  if the full dividend on all such outstanding
Series  E Convertible Preferred Stock for the then current dividend period shall
not  have  been paid or declared and set apart for payment (but without interest
thereon)  before any sum shall be set apart for or applied by the Corporation or
a subsidiary of the Corporation to the purchase, redemption or other acquisition
of  any shares of any other class of stock ranking on a parity with the Series E
Convertible  Preferred  Stock  ("Parity Stock") and before any dividend or other
distribution  shall  be paid or declared and set apart for payment on any Junior
Stock  and  before  any  sum  shall be set aside for or applied to the purchase,
redemption  or  other  acquisition  of  Junior  Stock.

                (c)  Dividends  on  all  shares  of  the  Series  E  Convertible
Preferred  Stock shall begin to accrue and be cumulative from and after the date
of  issuance  thereof.  A dividend period shall be deemed to commence on the day
following  a  quarterly dividend payment date herein specified and to end on the
next  succeeding  quarterly  dividend  payment  date  herein  specified.

           3.2.  Liquidation  Preference.  Upon the sale of substantially all of
                 -----------------------
the  stock  or  assets  of  the  Corporation  in  a  non-public  transaction  or
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary,  the  holders  of the Series E Convertible Preferred Stock shall be
entitled  to  receive  out  of  the  assets  of  the  Corporation,  before  any
distribution  or  payment  is  made upon the Common Stock or any other series or
Preferred Stock, an amount in cash equal to $.30 per share, plus any accrued but
unpaid  dividends  (or,  if  there be an insufficient amount to pay all Series E
Convertible  Preferred  Stockholders,  then  ratably  among  such  holders).

           3.3.  Voting  Rights.  The  holders of shares of Series E Convertible
                 --------------
Preferred  Stock  shall  have  no  voting  rights,  except  as  required by law.

           3.4.  Conversion  of  Series  E  Convertible  Preferred  Stock.
                 --------------------------------------------------------

                (a)  Holder's  Right  to  Convert.

                     (i)  Conversion.  The  record  Holder  of  the  Series  E
Convertible  Preferred Stock shall be entitled, after two years from the initial
issuance  of  the  Series  E  Convertible  Preferred Stock and from time to time
thereafter,  at  the  office  of  the  Corporation or any transfer agent for the
Series E Convertible Preferred Stock, to convert all or portions of the Series E
Convertible  Preferred  Stock  held  by such Holder, on a one for one basis into
shares  of  the  Common  Stock, together with payment by the holder of $.045 per
converted  share.


                                      A-3

                     (ii)  Mechanics  of  Conversion.

                           1. In order to convert Series E Convertible Preferred
Stock  into  full  shares  of  Common  Stock,  the  holder  shall (i) transmit a
facsimile  copy  of the fully executed notice of conversion in the form provided
by  the  Corporation  ("Notice  of Conversion") to the Corporation, which notice
shall specify the number of shares of Series E Convertible Preferred Stock to be
converted,  prior  to  midnight,  New  York  City  time  (the "Conversion Notice
Deadline"), on the date of conversion specified on the Notice of Conversion, and
(ii)  promptly surrender the original certificate or certificates therefor, duly
endorsed,  and  deliver  the  original  Notice of Conversion by either overnight
courier  or  2-day  courier, to the office of the Corporation or of any transfer
agent  for  the  Series  E Convertible Preferred Stock, together with payment by
certified  or  bank check for $.045 per converted share; provided, however, that
the  Corporation  shall  not  be obligated to issue certificates evidencing such
Series  E  Convertible Preferred Stock unless either the certificates evidencing
such  Series  E. Convertible Preferred Stock are delivered to the Corporation or
its  transfer  agent as provided above or the Holder notifies the Corporation or
its  transfer  agent that such certificates have been lost, stolen or destroyed.
Upon  receipt  by the Corporation of evidence of the loss, theft, destruction or
mutilation  of  the  certificate  or  certificates  ("Stock  Certificates")
representing  shares of Series E Convertible Preferred Stock and (in the case of
loss,  theft or destruction) of indemnity or security reasonably satisfactory to
the  Corporation,  and  upon  surrender  and  cancellation  of  the  Stock
Certificate(s),  if  mutilated,  the  Corporation  shall execute and deliver new
Stock  Certificate(s)  of  like  tenor  and date. No fractional shares of Common
Stock  shall  be  issued  upon  conversion of the Series E Convertible Preferred
Stock.  In  lieu  of any fractional share to which the Holder would otherwise be
entitled,  the  Corporation  shall pay cash to such Holder in an amount equal to
such  fraction multiplied by the value of the Common Stock as determined in good
faith  by  the  Corporation's Board of Directors. In the case of a dispute as to
the  calculation of the Conversion Price, the Corporation's calculation shall be
deemed  conclusive  absent  manifest  error.

                           2.  The  Corporation  shall  issue and deliver at the
address  of  the  Holder  on  the  books of the Corporation (i) a certificate or
certificates  for  the  number of shares of Common Stock equal to the Conversion
Number for the shares of Series E Convertible Preferred Stock being so converted
and  (ii)  a  certificate  representing  the  balance  of the shares of Series E
Convertible  Preferred  Stock  not  so  converted,  if  any.  The  date on which
conversion  occurs (the "Date of Conversion") shall be deemed to be the date set
forth  in  such  Notice  of  Conversion, provided that the copy of the Notice of
Conversion  is  faxed to the Corporation before midnight, New York City time, on
the  Date of Conversion. The person or persons entitled to receive the shares of
Common  Stock issuable upon such conversion shall be treated for all purposes as
the  record  holder  or  holders  of  such  shares of Common Stock on such date.

                (b)  Adjustment  to  Conversion.

                     (i) If, prior to the conversion of all Series E Convertible
Preferred  Stock,  there shall be any merger, consolidation, exchange of shares,
recapitalization,  reorganization  or  other similar event, as a result of which
shares  of  Common  Stock of the Corporation shall be changed into the same or a
different  number  of shares of the same or another class or classes of stock or
securities  of  the  Corporation or another entity, then the


                                      A-4

holders  of Series E Convertible Preferred Stock shall thereafter have the right
to purchase and receive upon conversion of Series E Convertible Preferred Stock,
upon the basis and upon the terms and conditions specified herein and in lieu of
the  shares  of  Common  Stock immediately theretofore issuable upon conversion,
such  shares of stock and/or securities as may be issued or payable with respect
to  or  in  exchange  for  the  number  of  shares  of  Common Stock immediately
theretofore  purchasable  and  receivable  upon  the  conversion  of  Series  E
Convertible Preferred Stock held by such holders had such merger, consolidation,
exchange  of  shares, recapitalization or reorganization not taken place, and in
any  such  case, appropriate provisions shall be made with respect to the rights
and  interests of the Holders of the Series E Convertible Preferred Stock to the
end  that  the  provisions hereof (including, without limitation, provisions for
adjustment  of  the  number  of  shares issuable upon conversion of the Series E
Convertible  Preferred  Stock  otherwise  set  forth  in this Section (b)) shall
thereafter  be  applicable,  as nearly as may be practicable, in relation to any
shares  of  stock or securities thereafter deliverable upon the exercise hereof.
The  Corporation  shall  not  effect any transaction described herein unless the
resulting  successor  or  acquiring  entity  (if not the Corporation) assumes by
written  instrument  the  obligation  to  deliver to the holders of the Series E
Convertible  Preferred  Stock  such  shares  of  stock  and/or securities as, in
accordance  with  the  foregoing  provisions,  the  holders  of  the  Series  E
Convertible  Preferred  Stock  may  be  entitled  to  purchase.

                     (ii)  If  any  adjustment under this section would create a
fractional  share  of  Common  Stock or a right to acquire a fractional share of
Common  Stock,  such  fractional  shares shall be disregarded, and the number of
shares  of Common Stock issuable upon conversion shall be the next higher number
of  shares.

           4.  Perpetual  Existence.  The  existence  of the Corporation will be
               --------------------
perpetual.

           5.  Board  of  Directors.  The  affairs  of  the Corporation shall be
               --------------------
governed  by  a  Board  of  Directors.  Subject to any rights to elect directors
("Preferred  Stock Directors") granted to the holders of any series of Preferred
Stock as set forth in the Certificate of Designation for such series or class of
Preferred  Stock,  the number of persons to serve on the Board of Directors, and
the  number of directors in each class of directors, shall be fixed as set forth
in the Bylaws and such number may be increased or decreased from time to time in
such  manner  as provided by the Bylaws, but the number of directors shall never
be  less  than  three. Directors of the Corporation need not be residents of the
State  of  Nevada  and  need  not  own  shares  of  the  Corporation's  stock.

           5.1.  Classified  Board.
                 -----------------

                (a)  Other  than  with respect to any Preferred Stock Directors,
the  Board  of  Directors shall be divided into three classes as nearly equal in
number  as possible (each, a "Class"), known as Class I, Class II and Class III.
Directors  of Class I first chosen at the annual meeting of stockholders held in
2004  shall  hold  office  until  the  third  annual meeting of the stockholders
following  their election, such annual meeting of the stockholders to be held in
2007;  directors  of Class II first chosen at the annual meeting of stockholders
held  in  2004 shall hold office until the second annual meeting following their
election,  such  annual  meeting  of  the  stockholders  to be held in 2006; and
directors  of  Class III first chosen at the annual meeting of stockholders held
in  2004  shall  hold  office  until  the  first  annual meeting following their
election,  such  annual  meeting of the stockholders to be held in 2005. At each
annual meeting of


                                      A-5

stockholders  beginning  with  the  annual meeting of stockholders held in 2005,
directors chosen to succeed those whose terms then expire shall be elected for a
term  of  office expiring at the third succeeding annual meeting of stockholders
after  their election. Other than with respect to any Preferred Stock Directors,
when  the number of directors is changed, any newly created directorships or any
decreases  in directorships shall be so apportioned among the classes as to make
all  classes as nearly equal in number as possible. When the number of directors
is  increased  by  the  Board  of  Directors  (other  than  as  a  result of the
establishment  of any Preferred Stock Directors) and the resultant vacancies are
filled  by  the  Board  of Directors, such additional directors shall serve only
until  the  next  annual  meeting  of  stockholders, at which time they shall be
subject  to  election  and classification by the stockholders. In the event that
any  director is elected by the Board of Directors to fill a vacancy that occurs
as  a  result  of  the  death, resignation, or removal of another director, such
director shall hold office until the annual meeting of stockholders at which the
director  who  died,  resigned,  or was removed would have been required, in the
regular  order  of business, to stand for re-election, even though such term may
thereby extend beyond the next annual meeting of stockholders. Each director who
is  elected as provided in this Section 5 shall serve until his or her successor
                                ---------
is  duly  elected  and  qualifies.

                (b)  Notwithstanding  any  other  provision of these Amended and
Restated  Articles  of  Incorporation  or  the  Bylaws  of  the Corporation, any
director  or  all  the  directors of a single class (but not the entire Board of
Directors)  of  the  Corporation may be removed, at any time, but only for cause
and  only  by  the  affirmative  vote  of the holders of at least 66 2/3% of the
voting  power  of  the  outstanding  shares  of capital stock of the Corporation
entitled  to  vote  generally  in the election of directors (considered for this
purpose  as  one  class)  cast  at a meeting of the stockholders called for that
purpose.  Notwithstanding the foregoing, whenever the holders of any one or more
series  of  preferred  stock  of  the  Corporation  shall have the right, voting
separately  as  a  class, to elect one or more directors of the Corporation, the
preceding  provisions  of  this  Article  5  shall not apply with respect to the
director  or  directors  elected  by  such  holders  of  preferred  stock.

           6. Action by Written Consent. No action that is required or permitted
              -------------------------
to  be  taken  by  the  stockholders of the Corporation at any annual or special
meeting  of  stockholders  may be effected by written consent of stockholders in
lieu  of  a meeting of stockholders, unless the action to be effected by written
consent  of  stockholders  and the taking of such action by such written consent
have  expressly  been  approved  in  advance  by  the  Board of Directors of the
Corporation.

           7.  Cumulative  Voting.  There  shall  be  no  cumulative  voting  by
               ------------------
stockholders  of  any  class  or  series  in  the  election  of directors of the
Corporation.

           8.  Distributions  to  Stockholders.  Except  as  set  forth in these
               -------------------------------
Amended  and Restated Articles or the Certificate of Designations for any series
or class of Preferred Stock, the Board of Directors of the Corporation may, from
time  to time, distribute to its stockholders a portion of its assets in cash or
property,  whether  or not the distribution, after giving it effect, would cause
the  Corporation's total assets to be less than the sum of the total liabilities
plus  the  amount that would be needed, if dissolution were to occur at the time
of  distribution,  to  satisfy  the  preferential  rights  upon  dissolution  of
stockholders  whose  preferential  rights  are  superior  to those receiving the
distribution.  The  Board  of  Directors  may  base  a  determination  that  a
distribution  is permitted hereunder on (i) financial statements prepared on the
basis  of accounting practices that


                                      A-6

are  reasonable  under  the circumstances; (ii) a fair valuation, including, but
not  limited  to,  unrealized  appreciation and depreciation; or (iii) any other
method  that  is  reasonable  in  the  circumstances.

           9.  Director  and  Officer  Liability.  A director and officer of the
               ---------------------------------
Corporation  shall  not  be  personally  liable  to  the  Corporation  or  its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except  for  liability  (i)  for  acts  or  omissions  that  involve intentional
misconduct,  fraud  or  a  knowing violation of law, or (ii) for authorizing any
distribution  in  violation  of Section 78.300 of the NRS. If the NRS is amended
after approval by the stockholders of this Article to authorize corporate action
further  eliminating  the  personal liability of directors or officers, then the
liability  of  a  director  or officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the NRS, as so amended. Any repeal or
modification  of  the foregoing paragraph by the stockholders of the Corporation
shall  not  adversely affect any right or protection of a director or officer of
the  Corporation  existing  at  the  time  of  such  repeal  or modification. No
amendment to the NRS that further limits the acts, omissions or transactions for
which  elimination  or  limitation  of  liability  is permitted shall affect the
liability  of  a director or officer for any act, omission or transaction, which
occurs  prior  to  the  effective  date  of  such  amendment.

           10.  Indemnification.  The  Corporation  shall, to the fullest extent
                ---------------
permitted  by Section 78.75 of the NRS, as the same may be amended, supplemented
or  replaced from time to time, indemnify any and all persons whom it shall have
power  to  indemnify  under  said  section  from  and against any and all of the
expenses,  liabilities  or  other  matters  referred  to  in  or covered by said
section,  and  the  indemnification  provided  for  herein  shall  not be deemed
exclusive  of  any other rights to which those indemnified may be entitled under
any  Bylaw,  agreement,  vote  of  stockholders  or  disinterested  directors or
otherwise,  both  as  to  action  in  his  official capacity and as to action in
another  capacity  while  holding such office, and shall continue as to a person
who  has  ceased to be a director, officer, employee or agent and shall inure to
the  benefit  of  the  heirs,  executors  and  administrators  of such a person.
Pursuant  to  said  Section  78.751  of  the  NRS,  the expenses of officers and
directors  incurred  in defending a civil or criminal action, suit or proceeding
must be paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or  on behalf of the director or officer to repay the amount if it is ultimately
determined  by  a  court of competent jurisdiction that he is not entitled to be
indemnified  by  the  Corporation.

           11. Amendment of Articles of Incorporation. Subject to the provisions
               --------------------------------------
hereof,  the  Corporation  reserves the right to repeal, alter, amend or rescind
any  provision contained in these Amended and Restated Articles of Incorporation
in  the  manner  now or hereafter prescribed by law, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing at any time and from time to time, the provisions set forth in Article
5  (Classified Board) and Article 8 (Action by Written Consent) may be repealed,
altered, amended or rescinded in any respect only if the same is approved by the
affirmative  vote of the holders of not less than 66 2/3% of the voting power of
the  outstanding  shares  of  capital  stock of the Corporation entitled to vote
generally  in the election of directors (considered for this purpose as a single
class)  cast  at a meeting of the stockholders called for that purpose (provided
that  notice  of  such  proposed  adoption,  repeal,  alteration,  amendment  or
rescission  is  included  in  the  notice  of  such  meeting).


                                      A-7

     IN  WITNESS  WHEREOF, the undersigned President and Chief Executive Officer
has  executed  these  Amended and Restated Articles of Incorporation as of April
__,  2004.

                                       YP.NET,  INC.,  a  Nevada  corporation


                                       Angelo  Tullo
                                       President  and  Chief  Executive  Officer


                                      A-8