EXHIBIT 4.1(a)

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DEAN HELLER                    Certificate of             FILED # C6242-97
Secretary of State               AMENDMENT
                        (PURSUANT TO NRS 78.385 and         JAN 25 2002
                                 78.390)
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202 North Carson Street                                  IN THE OFFICE OF
Carson City, Nevada 89701-4201                   DEAN HELLER, SECRETARY OF STATE
(775) 684-5708
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Important: Read Attached instructions before completing form.
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              Certificate of Amendment to Articles of Incorporation
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                         For Nevada Profit Corporations
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          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                              -Remit in Duplicate-

1. Name of corporation:      YP.Net, Inc.
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2. The articles have been amended as follows (provide article numbers, if
available):

            See "Exhibit A" Attached.
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a minority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is:  Approved    .*
                                                      --------------

4. Officer Signature (Required):

    Angela Tullo, president.              /s/ Angela Tullo
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*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, than the
amendment must be approved by the vote, in addition to the affirmative voting
power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.


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                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                  YP.NET, INC.
                                  ------------


     YP.NET, INC. (the "Corporation") a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Nevada, DOES HEREBY
CERTIFY:

     FIRST:  That  the Board of Directors of the Corporation, in lieu of meeting
by consent, adopted the following resolution:

     "RESOLVED  that  the Board of Directors hereby declares it advisable and in
the  best  interest  of  the  Corporation  that Article THREE of the Articles of
Amendment of Incorporation be amended to read as follows:

          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. The
     Preferred  Stock,  or  any  series  thereof,  shall have such designations,
     preferences  and  relative, participating, 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  board  of directors and may be made dependant upon
     facts  ascertainable outside such resolution or resolutions of the board of
     directors,  provided that the matter in which such facts shall operate upon
     such  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.


     The  total  number  of  shares of stock of each class which the Corporation
shall  have  authority to issue and the par value of each share of each class of
stock  are  as  follows:

     Class          Par Value          Authorized Shares
     -----          ---------          -----------------
     Common        $0.001               100,000,000
     Preferred     $0.001               140,000,000
                                        -----------

     Totals:                            240,000,000


     RESOLVED, that the appropriate corporate officers be, and each of them with
full  authority to act without the others hereby is, authorized and directed for
and  on  behalf  of  the  Corporation  to  take or cause to be taken any and all
actions,  to  execute  and  deliver  any  and  all  certificates,  instructions,
requests,  or  other  instrument, and to do any and all things which, in ay such
officer's  judgment,  may  be  necessary  or  desirable  to  effect  each of the
foregoing  resolutions  and to carry out the purposes thereof, the taking of any
such  actions,  the  execution  and  delivery  of  any


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such  certificates,  instructions, requests, or instruments, or the doing of any
such thing to the conclusive evidence of their necessity or desirability."

     SECOND:  That the Board of Directors of the Corporation, in lieu of meeting
by  consent,  adopted  the  following  resolution:

     "RESOLVED  that  the Board of Directors hereby declares it advisable and in
the  best interest of the Corporation that the following Article ELEVEN be added
to the Articles of Incorporation to read as follows:

     Designation of Series C and D Preferred Stock.
     ---------------------------------------------

     The  Corporation  shall  have the right to issue up to 45,000,000 shares of
series  C  convertible  preferred  stock  (the  "Series  C Convertible Preferred
Stock")  and  45,000,000  shares  of  series  D  preferred  stock (the "Series D
Preferred Stock"). The shares of Series C Convertible Preferred Stock and Series
D  Preferred  Stock  shall  be  issued as full shares and shall have a $.001 par
value.

          B.     Dividends
                 ---------

          (a)     The  holders  of  outstanding  shares  of Series C Convertible
Preferred  Stock  and  Series  D  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
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:  1)  Series  C  Convertible  Preferred Stock shall receive
dividends  at  the rate of 5% per annum on the liquidation preference per share,
payable  each  March 31, June 30, September 30, and December 31, commencing with
the  first  such  date  following the issuance of such stock; and 2) 1) Series D
Preferred  Stock  shall  receive  a  rate  of  7%  per  annum on the liquidation
preference per share, 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 form the date of
issuance  shall  be  paid  if funds are legally available from legally available
funds.

     (b)     The  dividends  on  the  Series  C  Convertible Preferred Stock and
Series D Preferred Stock at the rates provided above shall be cumulative whether
or  not  earned  so that, if at anytime full cumulative dividends at the rate of
aforesaid  on  all  shares  of Series C Convertible Preferred Stock and Series D
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 C Convertible
Preferred  Stock  and  Series D Preferred Stock for then current dividend period
shall  be  paid  or  declared  and  set  apart for payment (but without interest
thereon)  before any sum shall be set apart for an applied by the Corporation or
a subsidiary of the Corporation to the purchase, redemption or other acquisition
of the Series C Convertible Preferred Stock or Series D 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 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  in all shares of the Series C Convertible Preferred
Stock  and Series D Preferred Stock shall begin to accrue and by cumulative from
and  after  the  date  of issuance thereof. A dividend period shall be deemed to
commence  on the day following a quarterly dividend date herein specified and to
end  on  the  next  succeeding  quarterly


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dividend payment date herein specified.

          C.     Liquidation Rights.
                 ------------------

     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 Series C
Convertible  Preferred  Stock  and Series D Preferred Stock shall be entitled to
receive out of the assets of the Corporation, before and distribution or payment
is  made upon the Common Stock or any other series of Preferred Stock, an amount
in  cash  equal  to  $.30  per  share and $.50 per share, respectively, plus any
accrued  by  unpaid dividends (or, if there be an insufficient amount to pay all
Series  C Convertible Preferred Stock and Series D Preferred Stock, then ratably
among  such  holders).

          D.     Voting Rights.
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     The  holders of shares of Series C Convertible Preferred Stock and Series D
Preferred Stock shall have no voting rights, except as required by law.

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

          (a)    Holder's Right to Convert.

          (i)  Conversion.  The  record  Holder  of  the  Series  C  Convertible
Preferred  Stock shall be entitled, after two years from the initial issuance of
the  Series C Convertible Preferred Stock and from time to time thereafter until
five  years  from  the  initial  issuance,  at which time such entitlement shall
expire,  at  the  office  of  the Company or any transfer agent for the Series C
Convertible  Preferred  Stock,  to  convert  all  or  portions  of  the Series C
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 $1.00 per
converted  share.

          (ii) Mechanics of Conversion. In order to convert Series C 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 attached
hereto ("Notice of Conversation") to the Company, which notice shall specify the
number  of shares of Series C 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 thereof, duly endorsed, and deliver the
original  Notice  of Conversion by either overnight courier or 2-day courier, to
the  office  of  the  Company or any transfer agent for the Series C Convertible
Preferred  Stock, together with payment by certified or bank check for $1.00 per
converted  share;  provided, however, that the Company shall not be obligated to
issue  certificates  evidencing  the  shares  of  Common  Stock  issuable  upon
conversion  unless  either the certificates evidencing such Series C Convertible
Preferred  Stock  are delivered to the Company or its transfer agent as provided
above  or  the  Holder  notifies  the  Company  or  transfer  agent  that  such
certificates have been lost, stolen or destroyed. Upon receipt by the Company of
evidence  of  loss,  theft,  destruction  or  mutilation  of  the certificate of
certificates  ("Stock Certificates") representing shares of Series C Convertible
Preferred  Stock and (in the case of loss, theft or destruction) of indemnity or
security  reasonably  satisfactorily  to  the  Company,  and  upon surrender and
cancellation  of  the  Stock  Certificate(s),  if  mutilated,  the Company 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
C  Convertible  Preferred  Stock.  In  lieu of any fractional share to which the
Holder would otherwise be entitled, the Company 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 Company's Board of Directors. In the case of a
dispute as to the calculation of the Conversion Price, the Company's calculation
shall  be  deemed  conclusive  absent  manifest  error.

The Company shall issue and deliver at the address of the Holder on the books of
the Company (i) a certificate or certificates for the number of shares of Common
Stock  equal  to  the  Conversion  Number for the shares of Series C Convertible
Preferred  Stock  being  so  converted  and  (ii) a certificate representing the
balance  of  shares of Series C 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 Company before midnight, New
York City time, on the Date of Conversion. Upon a conversion of shares of Series
C  Convertible  Preferred  Stock,  the  Holder


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shall  promptly  deliver  original Stock Certificates representing the shares of
Series  C  Convertible  Preferred Stock to be converted to the transfer agent or
the  Company.  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  C Convertible Preferred Stock, there shall be any merger, consolidation,
exchange  shares,  recapitalization  reorganization or other similar event, as a
result  of which shares of Common Stock of the Company 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 Company or another entity, then the Holders of Series
C  Convertible  Preferred  Stock shall thereafter have the right to purchase and
receive  upon conversion of Series C 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 share 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 C 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  C 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 C Convertible
Preferred  Stock  otherwise  set  forth  in this Section E.) 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 Company shall
not  effect  any  transaction described herein unless the resulting successor or
acquiring  entity  (if  not  the  Company)  assumes  by  written  instrument the
obligation to deliver to the Holders of the Series C Convertible Preferred Stock
such  shares  of  stock  and/or  securities as, in accordance with the foregoing
provisions,  the  Holders  of  the  Series  C 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  share shall be disregarded, and the number of shares of Common
Stock issuable upon conversion shall be the next higher number of shares.

     THIRD: That the aforesaid amendment has been consented to and authorized by
the  holders  of a majority of the issued and outstanding stock entitled to vote
by  written consent given in accordance with the provisions of Section 78.320 of
the  General  Corporation  Law  of  the  State  of  Nevada.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this Certificate to be
signed  this  20th  day  of  November  2001.


                              By: Angelo Tullo
                                  --------------------------
                              Name:  Angelo Tullo
                              Title: Chief Executive Officer


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