U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                              ____________________
                                   FORM 10-QSB
                              ____________________

(Mark  One)
[X]  Quarterly  Report  Pursuant  to  Section  13  or  15(d)  of
          the  Securities  Exchange  Act  of  1934

For  the  quarterly  period  ended  June  30,  2001

[ ]  Transition  Report  Pursuant  to  Section  13  or  15(d)
          of  the  Securities  Exchange  Act

For  the  transition  period  from  _____________  to  _______________

                              ____________________

                         Commission File Number 0-24217
                              ____________________

                                  YP.NET, INC.
        (Exact name of small business issuer as specified in its charter)

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

                         4840 East Jasmine St. Suite 105
                               Mesa, Arizona 85205
                    (Address of principal executive offices)

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

         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
     ---             ---

     The number of shares of the issuer's common equity outstanding as of August
1,  2001  was  40,615,464  shares  of  common  stock,  par  value  $.001.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes              No   X
     ---             ---


<PAGE>
                                  YP.NET, INC.
                           INDEX TO FORM 10-QSB FILING
                       FOR THE QUARTER ENDED JUNE 30, 2001

     TABLE  OF  CONTENTS

     PART  I
                               FINANCIAL  INFORMATION                       PAGE

Item  1.  Financial  Statements
  Consolidated Comparative  Balance  Sheets
    as  of  June  30,  2001                                                    2
  Consolidated  Statements  of  Operations
    for  the  Three  Months  and  Nine  Months  Ended  June  30, 2001
    (unaudited) and 2000 (unaudited)                                           3
  Consolidated  Statements  of  Cash  Flows
    for  the  Three  Months  and  Nine  Months  Ended  June  30, 2001
    (unaudited)  and  2000  (unaudited)                                        4

  Notes  to  the  Consolidated  Financial  Statements                        5-7

Item  2.  Management's Discussion and Analysis of Financial Condition and
          Results  of  Operations                                           8-11

                                     PART II
                                OTHER INFORMATION

Item  1.  Legal  Proceedings                                               11-12
Item  2.  Changes  in  Securities                                             13
Item  6.  Exhibits  and  Reports  on  Form  8-K                               13


                                   SIGNATURES


<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                  YP.NET, INC.
                                  CONSOLIDATED
                                  BALANCE SHEETS
                               AS OF JUNE 30, 2001
                                     ASSETS
                                                     JUNE 30, 2001
                                                      (unaudited)
<S>                                                   <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                           $    51,087
  Accounts Receivable                                   2,951,804
  Prepaid Expenses                                        114,478
  Direct Response Marketing - Net                         210,166
  Deferred income taxes                                 1,018,291
                                                      ------------
     TOTAL CURRENT ASSETS                               4,345,826
                                                      ------------
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                  197,260
  Equipment & Computer Equipment                          261,981
  Leasehold Improvements                                  319,150
LESS: Accumulated Depreciation and Amortization          (377,214)
                                                      ------------
     TOTAL PROPERTY AND EQUIPMENT                         401,177
                                                      ------------
OTHER ASSETS:
  Notes Receivables                                       129,273
  Intangible Assets                                     5,010,000
  Deposits                                                 40,064
LESS: Accumulated Amortization                           (970,416)
                                                      ------------
     TOTAL OTHER ASSETS                                 4,208,921
                                                      ------------
     TOTAL ASSETS                                       8,955,924
                                                      ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade Accounts Payable                                  118,525
  Income Taxes Payable                                  1,212,681
  Short-Term Notes Payable - Note 1                       524,726
  Short-Term Notes Payables - Note 2                      708,781
                                                      ------------
     TOTAL CURRENT LIABILITIES                          2,564,713
                                                      ------------
LONG-TERM LIABILITIES:

  Deferred income taxes                                   105,868
                                                      ------------
     TOTAL LONG-TERM LIABILITIES                          105,868
                                                      ------------
     TOTAL LIABILITIES                                  2,670,581
                                                      ------------
STOCKHOLDER' EQUITY:
  Common Stock $.001 par value, 50,000,000 shares          40,836
    40,615,464 and 40,560,464 issued and outstanding
    For June 30, 2001.
  Additional Paid In Capital                            5,445,587
  Treasury Stock                                         (179,822)
  Retained Earnings                                       978,742
                                                      ------------
     TOTAL STOCKHOLDERS' EQUITY                         6,285,343
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 8,955,924
                                                      ------------
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                                 YP.NET, INC.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000


                                             THREE MONTH      NINE MONTH       THREE MONTH      NINE MONTH
                                                ENDED            ENDED            ENDED            ENDED
                                            JUNE 30, 2001    JUNE 30, 2001    JUNE 30, 2000    JUNE 30, 2000
                                           ------------------------------------------------------------------
                                                                      (unaudited)
<S>                                        <C>              <C>              <C>              <C>
INCOME
  Revenue                                  $    4,033,088   $   13,098,596   $    4,247,263   $   10,370,820

COST OF SALES                                   2,484,985        7,811,691        2,238,838        4,967,439
                                           ---------------  ---------------  ---------------  ---------------
GROSS PROFIT                                    1,548,103        5,286,905        2,008,425        5,403,382
                                           ---------------  ---------------  ---------------  ---------------

  SELLING EXPENSES                                 14,623           50,095            2,149           22,932

  GENERAL AND ADMINISTRATIVE                      667,216        2,188,773          629,267        2,941,367

  DEPRECIATION AND AMORTIZATION                   151,536          456,251          154,930          466,185
                                           ---------------  ---------------  ---------------  ---------------
    TOTAL EXPENSES                                833,375        2,695,119          786,346        3,430,483
                                           ---------------  ---------------  ---------------  ---------------

    EARNINGS (LOSS) FROM OPERATIONS               714,729        2,591,786        1,222,080        1,972,898
                                           ---------------  ---------------  ---------------  ---------------

OTHER INCOME (EXPENSE)
  Other Income                                         57              121           10,270           45,518
  Interest Income/(Expense)                       (96,418)        (364,880)        (199,541)        (571,695)
                                           ---------------  ---------------  ---------------  ---------------
    TOTAL OTHER INCOME (EXPENSE)                  (96,361)        (364,759)        (189,271)        (526,178)
                                           ---------------  ---------------  ---------------  ---------------

  Net Income (Loss) Before Income Taxes           618,367        2,227,027        1,032,809        1,446,721

  Provisions for Income Taxes                     189,515          705,345              -0-         (100,494)
                                           ---------------  ---------------  ---------------  ---------------

NET INCOME (LOSS)                          $      428,852   $    1,521,682   $    1,032,809   $    1,547,215
                                           ===============  ===============  ===============  ===============

    EARNINGS (LOSS) PER SHARE:

     Basic Earnings (Loss) Per Share       $         0.01   $         0.04   $         0.03   $         0.04
                                           ===============  ===============  ===============  ===============

WEIGHTED AVERAGE NUMBER OF COMMON              40,615,464       40,362,083       40,986,354       40,516,876
                                           ===============  ===============  ===============  ===============
  SHARES OUTSTANDING

     Diluted Earnings (Loss) Per Share     $         0.01   $         0.04   $         0.03   $         0.04
                                           ===============  ===============  ===============  ===============

WEIGHTED AVERAGE NUMBER OF COMMON              40,615,464       40,362,083       40,986,354       40,516,876
                                           ===============  ===============  ===============  ===============
AND COMMON SHARE EQUIVALENTS OUTSTANDING
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                        YP.NET, INC.
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000

                                                            THREE MONTHS      NINE MONTHS     THREE MONTHS      NINE MONTHS
                                                                ENDED            ENDED            ENDED            ENDED
                                                            JUNE 30, 2001    JUNE 30, 2001    JUNE 30, 2000    JUNE 30, 2000
                                                           ------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                                 (unaudited)
<S>                                                        <C>              <C>              <C>              <C>
  Net Income                                               $      428,852   $    1,521,682   $    1,032,809   $    1,547,215
  Adjustments to reconcile net income to net cash used by
  operating activities.
    Depreciation and amortization                                  39,452          121,211           37,014          108,268
    Officers & Consultants paid with common stock                     -0-           59,700          115,500          878,669
    Common stock surrendered                                          -0-         (494,310)             -0-              -0-
    Amortization of intellectual property                         107,402          334,902          117,917          357,917
    Income tax benefit                                            189,515          705,345              -0-         (100,494)

  (Increase) decrease in assets
    Trade accounts receivable                                    (134,021)         754,078         (373,548)      (2,079,905)
    Customer acquisition costs                                   (210,166)         (71,320)         (79,569)          68,019
    Other Receivables                                            (129,273)        (129,273)             -0-           77,182
    Prepaid and other current assets                              155,556           98,053           30,550          (85,681)
    Other assets                                                  (16,777)         (26,777)             -0-           31,368

  Increase (decrease) in liabilities
    Trade accounts payable                                         54,947           15,508           18,444           34,913
    Accrued liabilities                                           (46,494)        (328,201)        (339,402)        (534,628)
    Deferred revenue                                                  -0-              -0-              -0-          (81,190)
                                                           ------------------------------------------------------------------
        NET CASH PROVIDED (USED) IN
        OPERATING ACTIVITIES                                      438,993        2,560,598          559,715          221,654

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                              (5,441)         (15,138)         (30,037)        (186,631)
                                                           ------------------------------------------------------------------
        NET CASH USED BY INVESTING
        ACTIVITIES                                                 (5,441)         (15,138)         (30,037)        (186,631)

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from line of credit                                        -0-              -0-           87,275          984,923
  Principal repayments on notes payable                          (654,427)      (2,713,986)        (600,512)      (1,151,178)
                                                           ------------------------------------------------------------------
        NET CASH PROVIDED (USED) BY
        FINANCING ACTIVITIES                                     (654,427)      (2,713,986)        (513,237)        (166,255)

      NET INCREASE (DECREASE) IN CASH                            (220,875)        (168,526)          16,441         (131,232)

        CASH AT BEGINNING OF PERIOD                               271,962          219,613          107,650          255,323
                                                           ------------------------------------------------------------------
        CASH AT END OF PERIOD                              $       51,087   $       51,087   $      124,091   $      124,091
                                                           ==================================================================
</TABLE>

              See the accompanying notes to these unaudited financial statements


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  AND  NINE  MONTHS  ENDED  JUNE  30,  2001  AND  JUNE  30,  2000

1.  Basis  of  Presentation

The  accompanying  unaudited  financial  statements  represent  the consolidated
financial position of YP.Net, Inc. ("the Company") for the three and nine months
ended  June  30,  2001 and 2000 include results of operations of the Company and
Telco  Billing,  Inc. ("Telco"), its wholly owned subsidiary, and cash flows for
the  three  and nine months ended June 30, 2001 and 2000.  These statements have
been  prepared  in  accordance  with  generally  accepted  accounting principles
("GAAP") for interim financial information and the instructions for Form 10-QSB.
Accordingly,  they  do not include all the information and footnotes required by
generally  accepted accounting principles for complete financial statements.  In
the  opinion  of  management,  all  adjustments  to  these  unaudited  financial
statements  necessary  for  a  fair  presentation of the results for the interim
period  presented  have  been  made.  The  results for the three and nine months
period  ended June 30, 2001 may not necessarily be indicative of the results for
the  entire  fiscal  year.  These  financial  statements  should  be  read  in
conjunction  with  the  Company's  Form  10-KSB for the year ended September 30,
2000,  and  Form  10-KSB/A  for  the  year  ended  September  30, 2000 including
specifically  the  financial  statements  and notes to such financial statements
contained  therein.

2.  Summary  of  Significant  Accounting  Policies

The  accounting  policies  followed  by the Company, and the methods of applying
those  policies,  which  affect  the  determination  of  its financial position,
results  of  operations  and  cash  flows  are  summarized  below:

Cash  and  Cash  Equivalents
----------------------------

Cash  and  cash  equivalents  include all short-term liquid investments that are
readily  convertible  to  known  amounts of cash and have original maturities of
three  months  or  less.  At  times  cash deposits may exceed government insured
limits.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial statements include the Company and its wholly owned
subsidiary,  Telco.  All  intercompany  accounts  in  consolidation  have  been
eliminated.

Revenue  Recognition
--------------------

The  Company's  revenue  is  generated by customer subscription of directory and
advertising  services.  Revenue is recognized monthly for services subscribed in
that specific month.  The Company utilizes outside billing companies to transmit
billing  data  that  is  forwarded to Local Exchange Carriers ("LECs").  Monthly
subscription fees are included on the telephone bills of the LEC customers.  The
Company  recognizes  revenue  based  on  net billings accepted by the LECs.  Net
billings result from gross submittals reduced by billing records rejected by the
LEC's  and adjusted for resubmittals.  Revenue is reported gross of fees charged
by  the  billing  company  and  the  LEC's.


                                        5
<PAGE>
Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amounts  for investments in marketable securities, trade accounts
receivable,  trade  accounts  payable,  accrued  liabilities  and notes payable,
approximate  their  fair  value  due to the short maturity of these instruments.
The  Company  has  determined  that the recorded amounts approximate fair value.

Net  Earnings  Per  Share
-------------------------

Net  earnings  per  share  are  calculated  using the weighted average number of
shares of common stock outstanding during the year.  The Company has adopted the
provisions  of Statement of Financial Accounting Standards No. 128, Earnings Per
Share.

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to make estimates and assumptions.
This may affect the reported amounts of assets and liabilities and disclosure of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

Stock-Based  Compensation
-------------------------

Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation  ("SFAS  123"),  established accounting and disclosure requirements
using  a  fair-value  based  method  of  accounting  for  stock-based  employee
compensation.  In  accordance with SFAS 123, the Company has elected to continue
accounting  for  stock  based  compensation  using  the  intrinsic  value method
prescribed  by  Accounting  Principles  Board  Opinion  No.  25.

3.  Business  Combination

On  June  16,  1999, the Company exchanged 17,000,000 shares of its common stock
for  all  of  the  common  stock  of  Telco,  which  were  2,000  shares.

4.  Intangible  Asset

In  connection  with the Company's acquisition of Telco, the Company is required
to  provide payment of licensing fees for the use of the Internet domain name or
Universal  Resource Locator ("URL") Yellow-Page.Net.  The URL is recorded at its
                                    ---------------
cost  net  of  accumulated amortization.  The Company's management believes that
the Company's business is dependent on its ability to utilize this URL given the
recognition  of  the "yellow page" term.  The Company's management believes that
the  current  revenue  and  cash  flow  generated  using the URL Yellow-Page.Net
                                                                 ---------------
substantiates  the  net  book value of the asset.  The Company will periodically
analyze  the  net  book  value  of  this  asset  and determine if impairment has
incurred.  The  URL  is  amortized  on an accelerated basis over the twenty-year
term  of  the  licensing  agreement.


                                        6
<PAGE>
5.  Notes  Payable  and  Line  of  Credit

Notes  payables  are  recorded  and  interest  is accrued in accordance with the
individual  terms of each note.  Notes payable at June 30, 2001 were as follows:

Note  1:  The  Company  entered into a loan agreement with Mr. Joseph Van Sickle
-------
during  the  acquisition  of Telco under which Mr. Van Sickle lent $2,000,000 to
the  Company.  At  June 30, 2001 this note payable had an outstanding balance of
$524,726.  Mr. Van Sickle is a shareholder of the Company and owns approximately
one  percent of the Company's outstanding stock.  Mr. Van Sickle is not a member
of  management  and  currently  has no position on the Board of Directors of the
Company.

Note  2:  The Company entered into an agreement with Matthew & Markson, Ltd., an
-------
Antigua  corporation  ("M&M"),  in conjunction with the acquisition of Telco for
the  license  of  the  URL  Yellow-Page.Net.  The  Company  agreed  to  pay  M&M
                            ---------------
$5,000,000  to  license  URL  Yellow-Page.Net.   At  June  30, 2001 the M&M note
                              ---------------
payable  had  an outstanding balance of $708,781.  M&M owns approximately 23% of
the  Company's  outstanding  stock.

6.  Common  Stock

Transactions in the Company's common stock issued for the acquisition of assets,
products,  or  services  are  accounted for at 90% of fair value.  Fair value is
determined  based on the closing price of the Company's common stock on the date
of  the  transaction,  or  the  fair  value  of  the  asset, product, or service
received.

7.  Income  Taxes

The  Company  provides  for income taxes based on the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which among
other  things, requires that recognition of deferred income taxes be measured by
the  provisions  of  enacted  tax  laws  in  effect  at  the  date  of financial
statements.  The provision for income taxes for interim periods is calculated on
the  basis  of  the  expected  effective  rate  for  the  full  year.


                                        7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     Except  for  historical  information  contained  herein,  the  following
discussion  contains  forward-looking  statements  that  involve  risks  and
uncertainties.  Such forward-looking statements include, but are not limited to,
statements  regarding  future events and our plans and expectations.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause  or  contribute to such differences include, but are not limited to, those
discussed  elsewhere  in  this  Form 10-QSB or incorporated herein by reference.
See  "Forward-Looking  Statements"  below.

OVERVIEW

     YP.Net,  Inc.  ("we"  or  "our"  refers  to  the  "Company") was originally
incorporated  in  Nevada in 1996 as Renaissance Center, Inc.  Renaissance Center
and  Nuclear  Corporation  merged  in  1997.  Our articles of incorporation were
restated  in  July  1997  and  our name was changed to Renaissance International
Group,  Ltd.  Our name was later changed to RIGL Corporation in July 1998.  With
the  acquisition of Telco Billing, Inc. ("Telco"), the Company shifted its focus
of  business  and  changed  its name to YP.Net, Inc., effective October 1, 1999.
The  new  name was chosen to reflect our focus on our Internet-based yellow page
services.

     We  provide  Internet-based  yellow  page  listing  services  on  our
Yellow-Page.Net  and YP.Net Web sites.  We acquired Telco in June 1999, changing
---------------      ------
our  primary  business  focus  to  become  an Internet-based yellow page listing
service.  Our  websites serve as a search engine for yellow page listings in the
United  States  and  Canada.  We charge our customers for a preferred listing of
their  businesses  on  our  websites.

     We  have  experienced  continued  increases  in competition in the Internet
yellow  page  market,  and  continue  to  seek  joint  venture  and  investment
acquisition  opportunities  to  potentially lessen the effects of competition in
the  electronic  yellow  page  markets.

     We  utilized  direct  mailings  as  our  primary marketing program. We have
experienced  some  attrition in our customer base since September 2000. However,
we  have  implemented a customer contact programs with the goals of assisting us
in  maintaining  our  customer base and growing our customer base without direct
mail  marketing  efforts. We resumed our direct mailing program in February 2001
on  a  limited  basis.  As  of  September  30,  2000,  we  had 130,592 customers
subscribing  to  our  services. As of June 30, 2001, we had 99,862 customers. We
believe  the  decrease  in our customer base for these periods was primarily the
result  of natural attrition we have not sent a direct mailer to customers since
June  2000  due  to our election to close any open issues with the Federal Trade
Commission.  We  have  continued  our  customer  contact  program  to attempt to
increase  our  customer  satisfaction and limit customer attrition. This program
has  and  will  continue  to  provide  decrease in attrition and better customer
satisfaction.


                                        8
<PAGE>
     On  July  30,  2001 the Company received a signed Stipulated Final Judgment
and  Order  for Permanent Injunction and other Equitable Relief. The Company and
the Federal Trade Commission agreed to this stipulation and the complaint states
a claim upon which relief may be granted against the Company. There have been no
findings  or  admissions  of any wrongdoing by the Company. The Company has been
restrained  from  using  the  word "rebate" on their solicitation and must state
that the mailer is a solicitation of goods and services. The Company is also not
allowed  to  use  the "walking fingers" logo and we are also required to allow a
refund  to  our customers from 90 days to 120 days. The Company has begun a test
solicitation  of  250,000  mail  pieces  incorporating  all of the Federal Trade
Commission  changes in different formats. The Company will evaluate the results.
Before resuming a regular mail solicitation program over 3000 new customers have
responded  to  our  test  mailers.  The  above  four items, and others have been
adhered  to  by the Company in all of its future direct mailers. The Company has
replace  all  direct  mailers  with  the  required stipulations set forth by the
Federal  Trade  Commission.  All parties have been exonerated of the preliminary
injunction  filed  on  June  26,  2000.

     Expenditures  related  to consulting fees were significant in the three and
nine months period ended June 30, 2001 and 2000.  Management believes that these
expenditures  will not be as significant in future periods.  The consulting fees
expended  were  to implement policy and procedures to comply with the stipulated
order  from  the  Federal  Trade  Commission  and  these expenses have adversely
affected  our  current  earnings for the three months and nine months ended June
30,  2001.

     Management  is  actively  pursuing  rescission  and cancellation of certain
common  and  preferred  stock  that  was  previously  issued  for  services. The
preferred  shares that were issued by prior management of 1,500,000 of preferred
shares  have  been  cancelled and will not be converted and any person or entity
holding  the  preferred  shares  should  contact  current  management.

     Management  has  presently  entered  into a written agreement to settle and
return  of  1,425,334 shares of common stock that was issued by prior management
to  Hudson  Consulting  Group,  Inc.  The parties had prior offers to settle the
dispute  over  the  issuance of common stock to Hudson Consulting Group, Inc. by
prior  management  however  the  Company later settled the matter at a mediation
hearing  on July 16, 2001 for $85,000. The current management of the Company was
informed  that  the  owners  of Hudson Consulting Group Inc., Allen Wolfson, was
barred  from  working  in  the  securities  industry  by the Securities Exchange
Commission.  Current  management has also assured the NASD Regulation that prior
management  is  no  longer  an  employee,  officer,  or  director of YP.Net. The
cancellation  of  these shares will decrease our total outstanding shares, which
will  affect  our  earners  per  share.

     Our  co-branded  syndication  with  I411.com  has  provided  our  preferred
customers and those using our site to find goods and services easier and faster.
This  arrangement  has  allowed  us  to have additional advertising space on our
website  which  Management  believes  will  bring  in  additional  revenue. With
I411.com  powering  our  sites we will have more pages with our "Look and Feel".
Management  believes this syndication will help attract more people to our site.
The company now has the ability to sell syndicate yellow page sites. The company
is  already  able  to  offer  our  client  visible  storefronts. Through visible
storefronts  our clients will be able to set up "Web Stores" easily and cheaply;
complete  with  the  ability  to  utilitized  credit  cards  to  process orders.
Management  is  currently testing these products and believes that they have the
potential  to  add  income.  Management  is also in the process of expanding its
syndication  revenue  by  offering web page designs and maps for Internet yellow
page customers.  We presently have approximately 3 million hits per month, which
we  believe  will  expend  our  customer  base.


                                        9
<PAGE>
     Management  believes  that  our  Direct  Response Program if partnered with
other  reputable companies could be an additional source of revenue. The Company
has  embarked  on  a  program  to  find and solicit promotional partners for its
Direct  Response  Program  on  a  test  basis.

RESULTS  OF  OPERATIONS

     Our  Internet  yellow  page  service  is  currently  the sole source of our
revenue.  Revenues were $4,033,088 and $13,098,596 for the three and nine months
period ended June 30, 2001, compared to $4,247,263 and $10,370,820 for three and
nine  months  period  ended June 30, 2000, respectively.  Until other sources of
revenue  are  developed,  our total revenues will be directly dependent upon the
number  of  customers  subscribing  to  our  preferred  listing service.  We are
presently,  seeking other revenue sources from advertising media through our new
co-branding  agreement  with  I411.com and syndication programs being developed.

     Cost  of  Sales  were  $2,484,985  and $7,811,691 for three and nine months
period  ended June 30, 2001, compared to $2,238,838 and $4,967,439 for three and
nine  months  period  ended  June  30,  2000,  respectively.  Cost  of  sales is
comprised of dilution expenses, allowances for bad debt, direct mailer marketing
costs,  and  our  billing costs.  Dilution expenses include customer credits and
any  other  receivable  write-downs.  Dilution  expenses  were  approximately
$1,171,935  for  the three months ended June 30, 2001 compared to $1,216,829 for
June  30,  2000.  Cost  of  sales  inclusive  of dilution expenses has primarily
increased  because the expenses are directly related to the increase in revenue.
Our  cost  of sales has increased also because an increase in dilution primarily
due to the increase in competitive local exchange carriers (CLEC) that cannot be
billed  through  the  LEC's.  Our dilution costs have also increased and we have
reconciled  the  dilution  expense to our data provided by the billing companies
and  have  found  unanswered  and  irreconcilable differences.  We are presently
requesting  and audit of these differences and are awaiting the results.  In our
financial  statements for the period ending we have recorded a more conservative
amount of dilution.  Therefore, any offsets will affect our net income.  We have
also  made  corrective  steps  to  counter  the increase in CLEC's by billing on
credit  cards  and  ACH.

     Selling  expenses were $14,623 and $50,095 for three and nine months period
ended  June  30,  2001, compared to $2,149 and $22,932 for three and nine months
period  ended  June  30,  2000,  respectively.  Selling  costs  are  primarily
associated  with  general  advertising  and  marketing of other revenue sources.

     General  and administrative expenses were $667,216 and $2,188,773 for three
and  nine months period ended June 30, 2001, compared to $629,297 and $2,941,367
for  three  and  nine  months period ended June 30, 2000, respectively.    These
costs  are  primarily  related  to  staffing,  which  we believe provides better
service  to  our  customers.  For  the  three  months  ended  June  30, 2001 our
professional  fees  were  93,432  compared  to  $121,724  for June 30, 2000, the
decrease  is  primarily due to the final settlement of defending and negotiating
with  the  Federal  Trade Commission related to the allegations that the Company
engaged  in deceptive advertising.  We settled with the Federal Trade Commission
and  entered  into  a  final  stipulated order for permanent injunction or other
equitable  relief on July 30, 2001.  There were not finding or admissions of any
wrongdoing.

     Interest  expense net of interest income was $96,418 and $364,880 for three
and  nine  months  period ended June 30, 2001, compared to $199,541 and $571,695
for  three  and  nine months period ended June 30, 2000, respectively.  Interest
expense  was  a  result of our outstanding debt.  This outstanding debt included
debt incurred in connection with the acquisition of the URL Yellow-Page.Net. The
                                                            ----------------
reduction  in  interest expense is due to the payoff of our credit facility with
Finova Capital Corporation, and the reduction of Matthew Markson Ltd, and Joseph
and  Helen  Van  Sickle.


                                       10
<PAGE>
     Net  Income before income taxes was $618,367 and net income was $428,852 or
$.01  per  diluted  share,  and  $2,227,027 net income before income tax and net
income  was  $1,521,682  or $.04 per diluted share, for the three and nine month
periods  ended  June  30,  2001, compared to $1,032,809 net income before income
taxes  and  $1,032,809 net income, or $.03 per diluted share, and $1,446,721 net
income before income taxes and $1,547,215 net income, or $.04 per diluted share,
for  the  three  and nine month periods ended June 30, 2000. The decrease in Net
income is primarily due to the attrition of our customers from reduced marketing
efforts  due to the Federal Trade Commission's requirements.  We have received a
final  settlement  with  the  Federal  Trade Commission we have received a final
stipulation order for permanent injunction of other equitable relief on July 30,
2001.  We  have made now resumed our marketing efforts and have incorporated the
corrective changes to our direct mailer to comply with the changes required.  We
have  reconciled  the  dilution  expense  to  our  data  provided by the billing
companies  and  have  found  unanswered  and irreconcilable differences.  We are
presently  requesting  and  audit  of  these  differences  and  are awaiting the
results.  In  our  financial statements for the period ending we have recorded a
more  conservative  amount  of dilution.  Therefore, any offsets will affect our
net  income.  We  anticipate  increasing marketing efforts in our fourth quarter
ended  September  30,  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  provided  by  operating activities was $2,560,598 for the nine months
period ended June 30, 2001, compared to cash provided by operating activities of
221,654  for  the  nine months period ended June 30, 2000. Revenue was generated
solely  from  providing  electronic  yellow page listing advertising.  Cash from
operating  activities for the nine months period ended June 30, 2001 was used to
increase  our  customer  acquisition costs ($71,320), other accounts receivables
($129,273),  and  security  deposits  ($26,777),  and to decrease trade accounts
receivables  by  $754,078,  prepaid  expenses  $98,053,  and accrued liabilities
($328,201).  Cash in the nine months period ended June 30, 2000 was generated by
an  increase  in  our  accounts  receivables  ($2,079,905),  in  prepaid  assets
($85,681),  and by decreases in accrued liabilities ($534,628), deferred revenue
($81,190)  and  customer  acquisition  costs  $68,019.


                                       11
<PAGE>
     Cash  used  by  investing activities was $15,138 for the nine months period
ended  June  30,  2001,  compared to $186,631 for the nine months ended June 30,
2000.  We  purchased  additional computer equipment of $15,138 for June 30, 2001
compared  to  $186,631  for  June  30,  2000.

     Cash  used  by  financing  activities was $2,713,986 for nine months period
ended  June  30, 2001, compared to cash used by financing activities of $166,255
for  the nine months ended June 30, 2000.  The cash used by financing activities
of $2,713,986 represents total payments made to reduce the principle balances of
the  outstanding notes for June 30, 2001.  Cash used by financing activities was
$166,255  for  the  nine  months period ended June 30, 2000; we realized cash of
$984,923  from  advances  on  our  line of credit and utilized $1,151,178 to pay
notes  payable.

     We  have  paid  off  our credit facility with Finova Corporation on June 8,
2001.  Management  is  seeking  other  potential  lenders  that  specialize  in
financing businesses utilizing LEC billings.  We do not anticipate these changes
to  have  an  adverse affect on our ability to continue operating at our current
levels.

OTHER  CONSIDERATIONS

     There are numerous factors that affect the Company business and the results
of  its  operations.  Sources  of  these  factors  include  general economic and
business  conditions,  federal  and state regulation of our business activities,
the  level of demand for our services, the level and intensity of competition in
the  Internet-based  yellow  page  industry  and  the pricing pressures that may
result,  our ability to develop new services based on new or evolving technology
and  the  market's  acceptance  of those new services, our ability to timely and
effectively  manage  periodic  product  transitions,  the services, customer and
geographic  sales  mix  of any particular period, and our ability to continue to
improve  our  infrastructure (including personnel and systems) to keep pace with
the  growth  in  its  overall  business  activities.

FORWARD-LOOKING  STATEMENTS

     Except  for  historical  information  contained  herein,  this  Form 10-QSB
contains  express  or  implied  forward-looking statements within the meaning of
Section  27A  of the Securities Act of 1933 and Section 21E of the Exchange Act.
We  intend  that  such forward-looking statements be subject to the safe harbors
created  thereby.  We  may  make written or oral forward-looking statements from
time  to  time  in filings with the SEC, in press releases, quarterly conference
calls  or otherwise.  The words "believes," "expects," "anticipates," "intends,"
"forecasts,"  "project,"  "plans,"  "estimates" and similar expressions identify
forward-looking  statements.  Such  statements  reflect  our  current views with
respect  to future events and financial performance or operations and speak only
as  of  the  date  the  statements  are  made.

     Forward-looking  statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements.  Our actual
results  may  differ  materially  from  such  statements.  Factors that cause or
contribute  to such differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB, as well as those discussed in our Form 10-KSB and
Form  10-KSB/A  which  is  incorporated  by  reference  in  this  Form  10-QSB.


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<PAGE>
     Although  we  believe  that  the assumptions underlying the forward-looking
statements  are  reasonable,  any of the assumptions could prove inaccurate with
the  result  that  there  can  be  no assurance the results contemplated in such
forward-looking  statements  will  be  realized.  The  inclusion  of  such
forward-looking information should not be regarded, as a representation that the
future  events,  plans,  or  expectations  contemplated  will  be  achieved.  We
undertake  no  obligation  to  publicly  update,  review,  or  revise  any
forward-looking  statements  to  reflect  any  change in our expectations or any
change  in  events,  conditions,  or  circumstances on which any such statements
based.  Our filings with the SEC, including the Form 10-KSB and 10-KSB/A, may be
accessed  at  the  SEC's  Web  site,  www.sec.gov.
                                      ------------


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     YP.Net  is involved in various legal proceedings and claims as described in
our  Form  10-KSB  and  Form  10-KSB/A  for  the  year ended September 30, 2000.

     We  have  settled through a mediation hearing with Hudson Consulting Group,
Inc.  on July 16, 2001. Prior management issued 1,425,334 shares of common stock
to  Hudson  Consulting  Group, Inc. for service to include but not be limited to
advise  the  Company  on  the availability of potential lenders in the Company's
market  niche, assist in evaluating potential Public Relation firms and Investor
Relations  firms,  and  contact  market  makers  and  to provide other financial
services.  These services were never rendered, since Allen Wolfson, the owner of
Hudson  Consulting  Group,  Inc.,  and was barred from working in the securities
industry  by  the  Securities  Exchange  Commission.  The  Company agreed to pay
$85,000  for  the return of 1,425,334 shares of its common stock. The results of
these  proceedings  will  reduce  the  number  of  common  stock outstanding and
increase  our  earning  per  share.

     On  June  26,  2000  the Federal Trade Commission ("FTC") filed a complaint
against  the  Company  and  other defendants alleging that the Company and other
defendants  were  engaged  in  deceptive  advertising  practices  and  sought  a
preliminary  injunctive and the appointment of a receiver business and to freeze
all  our  assets.  The  alleged  deceptive  practices  related to a check mailer
solicitation  utilized in our marketing activities. On July 13, 2000, YP.Net and
all other defendants entered into a global settlement with the FTC, resulting in
dismissal  of  the  receiver and termination of the asset freeze. The legal fees
and  litigation  related  to  the  FTC  allegation  have  adversely affected our
profitability  and caused our marketing efforts to be greatly curtailed. We have
entered into a Stipulated Final Judgement and Order For Permanent Injunction and
other  Equitable  Relief  with  the  FTC  on  July 30, 2001. Which Judge Stephen
Macnamee has now signed. The company has never admitted liability. In this order
we  are  required  to modify our direct mailer that are mailed to our customers.
There  have been no findings or admissions of any wrongdoing by YP.Net, Inc. The
order,  in  the  opinion  of  management,  should not and has not materially and
adversely  affect  the  Company's  business.

     ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


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<PAGE>
EXHIBITS

10.1     Federal  Trade  Commission  Settlement  Agreement

10.2     Hudson  Consulting  Group,  Inc.  Settlement  Agreement

REPORTS  ON  FORM  8-K

     No  reports  on  Form 8-K were filed during the three months ended June 30,
2001.


                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto  duly  authorized.

                                              YP.NET,  INC.


Dated:  August 14, 2001                  By /s/ Angelo Tullo
                                            ------------------------
                                            Angelo Tullo, Chairman of the Board


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