U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A

                                 Amendment No. 1

                                   (Mark one)
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2003

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                                     OF THE
                        SECURITIES EXCHANGE ACT OF 1934
            For the Transition period from ________ to ____________

                        Commission File Number: 0-24217


                                  YP.NET, INC.
                 (Name of Small Business Issuer in its Charter)

                  NEVADA                               85-0206668
       (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)             Identification No.)


    4840 EAST JASMINE STREET, SUITE 105, MESA, ARIZONA      85205
          (Address of principal executive offices)        (Zip Code)

                                 (480) 654-9646
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].


                                                                               1
<PAGE>
Registrant's revenues for its most recent fiscal year were $30,767,444.

The aggregate market value of the common stock held by non-affiliates computed
based on the closing price of such stock on December 26, 2003 was approximately
$29,600,000.

The number of shares outstanding of the registrant's classes of common stock, as
of December 26, 2003 was 48,560,802.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

DOCUMENTS INCORPORATED BY REFERENCE: None.

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A (this "Amendment") amends the Company's
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003,
originally filed on December 31, 2003 (the "Original Filing").  The Company is
refiling a portion of Part III to include the information required by Items 9,
10, 11, and 12 to Part III because the Company's definitive proxy statement will
not be filed within 120 days of the end of the Company's fiscal year ended
September 30, 2003.  In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange Commission,
the Company is including with this Amendment certain currently dated
certifications.

Except as described above, no other changes have been made to the Original
Filing.  This Amendment continues to speak as of the date of the Original
Filing, and the registrant has not updated the disclosures contained therein to
reflect any events that occurred at a date subsequent to the filing of the
Original Filing.  The filing of this Form 10-KSB/A is not a representation that
any statements contained in items of Form 10-KSB other than Part III Items 9
through 12 are true or complete as of any date subsequent to the date of the
original filing of Form 10-KSB.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

The Company's Board of Directors currently consists of five members with each
member serving for a one year term.  In connection with an Annual Meeting of
Stockholders scheduled for April 2, 2004, we are asking our stockholders to
approve a proposal that would create a classified board consisting of three
different classes of directors serving for staggered terms.  There are no
arrangements or understandings between any of the directors or any other persons
pursuant to which any of the directors have been selected as directors, other
than as described below. There are no "family relationships" among the
directors, as that term is defined by the Securities and Exchange Commission
("SEC"). Set forth below is our current Board of Directors, including their age
and positions with the Company, each as of September 30, 2003, as well as the
anticipated class in which they would serve and the length of their term should
the proposal be approved by the stockholders.


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
     NAME OF NOMINEE       CLASS  TERM  AGE            TITLE
     --------------------  -----  ----  ---            -----
<S>                        <C>    <C>   <C>  <C>

     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
</TABLE>

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.

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 its 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


                                                                               3
<PAGE>
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 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


                                                                               4
<PAGE>
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.

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 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.


             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. 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


                                                                               5
<PAGE>
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.

CODE OF ETHICS

We have not yet adopted a corporate code of ethics. Our board of directors is
considering, over the next year, establishing a code of ethics to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code

ITEM 10. EXECUTIVE COMPENSATION

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."

<TABLE>
<CAPTION>
                                                                                            LONG TERM
                                          ANNUAL COMPENSATION                              COMPENSATION
                                          -------------------                              ------------

   NAME AND PRINCIPAL
   ------------------                                          OTHER ANNUAL      RESTRICTED STOCK      ALL OTHER
       POSITION             YEAR  SALARY ($)(6)  BONUS ($)  COMPENSATION ($)(7)    AWARDS ($)(8)    COMPENSATION ($)
       --------             ----  -------------  ---------  -------------------    -------------    ----------------
<S>                         <C>   <C>            <C>        <C>                  <C>                <C>

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              -          -                    -                  -                -
_______________
<FN>

(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


                                                                               6
<PAGE>
     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 $.075 per 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
     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.
</TABLE>


                                                                               7
<PAGE>
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.

COMPENSATION OF DIRECTORS.

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 monthly 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


For information concerning employment contracts involving the Named Executive
Officers See "Item 12 - Certain Relationships and Related Transactions," below


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

           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.


                                                                               8
<PAGE>
<TABLE>
<CAPTION>
                                               Shares            Percentage of
               Name                      Beneficially Owned  Shares Outstanding (1)
               ----                      ------------------  ----------------------
<S>                                      <C>                 <C>

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
directors as a group
(7 persons).                                      7,982,500                     16%
<FN>

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

(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.
</TABLE>


                                                                               9
<PAGE>
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.

<TABLE>
<CAPTION>
                               (a)                    (b)                     (c)

                                                                      Number of securities
                                                                    remaining available for
                      Number of securities                           future issuance under
                        to be issued upon      Weighted-average       equity compensation
                           exercise of         exercise price of        plans (excluding
                      outstanding options,   outstanding options,   securities reflected in
                                                                               -------------
    Plan category      warrants and rights    warrants and rights         column (a))
    -------------      -------------------    -------------------         -----------
<S>                   <C>                    <C>                    <C>

Equity
compensation plans
approved by
security holders (1)          2,269,000 (2)            N/A                   731,000

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

Total                            2,269,000             N/A                   731,000
<FN>

(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.
</TABLE>


Our 2003 Stock Plan

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 2,259,000
shares  of  restricted  stock  had been issued under the Plan and were no longer
available  for  grant,  and  a  total  of  741,000 shares remained available for
additional grants, prior to giving effect to the proposed increase. The Board of
Directors  believes  that


                                                                              10
<PAGE>
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.

ITEM 12. 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 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 director 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.


                                                                              11
<PAGE>
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 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.


                                                                              12
<PAGE>
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 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 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.


                                                                              13
<PAGE>
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 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.


                                                                              14
<PAGE>
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 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.


                                                                              15
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are either attached hereto or incorporated herein by
reference as indicated:

Exhibit                 Description
-------                 -----------
Number
------

  31     Certification pursuant to SEC Release No. 33-8238, as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





                                                                              16
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

YP.NET, INC.


Dated:  January 30, 2004         /s/  Angelo Tullo
                                 -----------------------------------------------
                                 Angelo Tullo, Chairman of the Board and Chief
                                 Executive Officer (Principal Executive Officer)

Dated:  January 30, 2004         /s/  David Iannini
                                 -----------------------------------------------
                                 Chief Financial Officer
                                 (Principal Accounting Officer)




                                                                              17
<PAGE>