Exhibit 3.1

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

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

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

II.  Each  amendment  made  by  these  Restated  Articles  has  been effected in
     conformity  with  the provisions of the NRS. The Restated Articles and each
     amendment  thereto  were  duly  approved  and  adopted by unanimous written
     consent of the Corporation's Board of Directors on December 31, 2003. These
     Restated  Articles  and  each  amendment  made  hereunder were approved and
     adopted  by  the holders of at least a majority of the Corporation's issued
     and  outstanding  capital  stock entitled to vote on such amendments at the
     Corporation's  Annual  Meeting  of  Stockholders held on April 2, 2004. The
     number  of  shares  outstanding at the time of such adoption was 55,567,636
     and  the  number  of  shares  entitled  to vote thereon was 49,985,802. The
     number  of  shares  that voted to approve the amendments and these Restated
     Articles  was  35,131,880,  which  was  sufficient  for  approval.

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     supplements thereto are hereby superseded by these Restated Articles, which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

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

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

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


<PAGE>
Corporation  shall  be  distributed  to  the  holders  of  Common  Stock and any
similarly  situated  stockholders  who  are  not  entitled  to  any  liquidation
preference (or, if there be an insufficient amount to pay all such stockholders,
then  ratably  among  such  holders).

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

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

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

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

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

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


<PAGE>
issuance,  until the first payment date, at which time all accumulated dividends
and  dividends  from  the  date  of  issuance shall be paid if funds are legally
available  at  such  time.  If  funds  are  not  legally available at such time,
dividends  shall  continue  to  accumulate  until  they can be paid from legally
available  funds.

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

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

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

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

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

               (a)  Holder's  Right  to  Convert.

                    (i)  Conversion.  The  record  Holder  of  the  Series  E
Convertible  Preferred Stock shall be entitled, after two years from the initial
issuance  of  the  Series  E  Convertible  Preferred Stock and from time to time
thereafter,  at  the  office  of  the  Corporation or any transfer agent for the
Series  E  Convertible  Preferred  Stock,  to  convert  all  or  portions of the


<PAGE>
Series E Convertible Preferred Stock held by such Holder, on a one for one basis
into  shares  of  the Common Stock, together with payment by the holder of $.045
per  converted  share.

                    (ii) Mechanics  of  Conversion.

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

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

               (b)  Adjustment  to  Conversion.

                    (i)  If, prior to the conversion of all Series E Convertible
Preferred  Stock,  there shall be any merger, consolidation, exchange of shares,
recapitalization,


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

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

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

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

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

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


<PAGE>
stockholders  to be held in 2006; and directors of Class III first chosen at the
annual  meeting  of  stockholders held in 2004 shall hold office until the first
annual meeting following their election, such annual meeting of the stockholders
to  be  held  in 2005. At each annual meeting of stockholders beginning with the
annual  meeting  of stockholders held in 2005, directors chosen to succeed those
whose  terms  then  expire shall be elected for a term of office expiring at the
third succeeding annual meeting of stockholders after their election. Other than
with  respect  to any Preferred Stock Directors, when the number of directors is
changed, any newly created directorships or any decreases in directorships shall
be  so  apportioned  among the classes as to make all classes as nearly equal in
number  as  possible.  When the number of directors is increased by the Board of
Directors  (other  than  as a result of the establishment of any Preferred Stock
Directors)  and  the  resultant  vacancies are filled by the Board of Directors,
such  additional  directors  shall  serve  only until the next annual meeting of
stockholders, at which time they shall be subject to election and classification
by  the  stockholders. In the event that any director is elected by the Board of
Directors  to  fill a vacancy that occurs as a result of the death, resignation,
or removal of another director, such director shall hold office until the annual
meeting of stockholders at which the director who died, resigned, or was removed
would  have  been  required,  in  the  regular  order  of business, to stand for
re-election,  even  though  such  term may thereby extend beyond the next annual
meeting  of  stockholders.  Each  director  who  is  elected as provided in this
Section  5 shall serve until his or her successor is duly elected and qualifies.
----------

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

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

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

     8.   Distributions  to  Stockholders.  Except as set forth in these Amended
          -------------------------------
and Restated Articles or the Certificate of Designations for any series or class
of  Preferred Stock, the Board of Directors of the Corporation may, from time to
time,  distribute  to  its  stockholders  a  portion  of  its  assets in cash or
property,  whether  or not the distribution, after giving it effect, would cause
the  Corporation's total assets to be less than the sum of the total liabilities
plus  the  amount that would be needed, if dissolution were to occur at the time
of  distribution,  to  satisfy  the


<PAGE>
preferential  rights  upon dissolution of stockholders whose preferential rights
are  superior  to  those receiving the distribution.  The Board of Directors may
base a determination that a distribution is permitted hereunder on (i) financial
statements  prepared  on  the  basis of accounting practices that are reasonable
under  the  circumstances; (ii) a fair valuation, including, but not limited to,
unrealized  appreciation  and  depreciation;  or  (iii) any other method that is
reasonable  in  the  circumstances.

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

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

     11.  Amendment  of  Articles  of  Incorporation.  Subject to the provisions
          ------------------------------------------
hereof,  the  Corporation  reserves the right to repeal, alter, amend or rescind
any  provision  contained  in  these  Restated  Articles  in  the  manner now or
hereafter prescribed by law, and all rights conferred on stockholders herein are
granted  subject to this reservation.  Notwithstanding the foregoing at any time
and  from time to time, the provisions set forth in Article 5 (Classified Board)
and  Article  6 (Action by Written Consent) may be repealed, altered, amended or
rescinded in any respect only if the same is approved by the affirmative vote of
the  holders  of  not  less  than 66 2/3% of the voting power of the outstanding
shares  of  capital  stock  of the Corporation entitled to vote generally in the
election  of directors (considered for this purpose as a single class) cast at a


<PAGE>
meeting  of  the  stockholders  called for that purpose (provided that notice of
such  proposed adoption, repeal, alteration, amendment or rescission is included
in  the  notice  of  such  meeting).

     IN  WITNESS  WHEREOF, the undersigned President and Chief Executive Officer
has  executed  these  Restated  Articles  as  of  April  7,  2004.

                                   YP.NET, INC., a Nevada corporation

                                   /s/  Angelo  Tullo
                                   ----------------------------------------
                                   Angelo  Tullo
                                   President  and  Chief  Executive  Office


<PAGE>