================================================================================

                     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 December 31, 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 Identification No.)
incorporation or organization)

                        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
December  31,  2001  was  43,813,680  shares  of  common stock, par value $.001.

               Transitional Small Business Disclosure Format (check one):

Yes         No   X
    -----      -----


1
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<TABLE>
<CAPTION>
                                  YP.NET, INC.
                          INDEX TO FORM 10-QSB FILING
                    FOR THE QUARTER ENDED DECEMBER 31, 2001

                                TABLE OF CONTENTS

                                     PART I

FINANCIAL INFORMATION                                                            PAGE

Item 1.  Financial Statements
<S>                                                                              <C>
          Consolidated Comparative Balance Sheets
             as of December 31, 2001. . . . . . . . . . . . . . . . . . . . . .      4
          Consolidated Statements of Operations
             for the Three Months Ended December 31, 2001 and December 31, 2000      5
          Consolidated Statements of Cash Flows
             for the Three Months Ended December 31, 2001 and December 31, 2000      6
          Notes to the Consolidated Financial Statements. . . . . . . . . . . .   7-10

Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations . . . . . . . . . . . . . . . . . . . . . . . .  10-12

                                    PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .     13
Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . .     13

                                   SIGNATURES
</TABLE>


2
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<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


                                                     DECEMBER 31, 2001
                                                        (unaudited)
<S>                                                 <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                         $          334,365
  Accounts Receivable                                        2,917,804
  Prepaid Expenses                                              80,934
  Direct Response Marketing - Net                              383,995
  Deferred income taxes                                        310,958
                                                    -------------------
    TOTAL CURRENT ASSETS                                     4,028,056
                                                    -------------------
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                       197,261
  Equipment & Computer Equipment                               305,164
  Leasehold Improvements                                       319,150
LESS: Accumulated Depreciation and Amortization               (457,768)
                                                    -------------------
     TOTAL PROPERTY AND EQUIPMENT                              363,807
                                                    -------------------
OTHER ASSETS:
  Intangible Assets                                          5,010,000
  Deposits                                                      23,287
  Less Accumulated Amortization                             (1,185,416)
  Advances to Affiliate                                        242,422
                                                    -------------------
     TOTAL OTHER ASSETS                                      4,090,293
                                                    -------------------
     TOTAL ASSETS                                            8,482,156
                                                    -------------------
CURRENT LIABILITIES:
  Trade Accounts Payable                                        35,188
  Income Taxes Payable                                       1,514,056
  Accrued Expenses                                              43,776
  Short-Term Notes Payable - Note 1                            338,361
                                                    -------------------
     TOTAL CURRENT LIABILITIES                               1,931,381
                                                    -------------------
LONG-TERM LIABILITIES:
  Long-Term Notes Payables - Note 2                            516,941
  Deferred income taxes                                         42,447
                                                    -------------------
     TOTAL LONG-TERM LIABILITIES                               559,388
                                                    -------------------
     TOTAL LIABILITIES                                       2,490,769
                                                    -------------------
  Common Stock $.001 par value, 100,000,000 shares
    Authorized 43,813,680 issued and outstanding
    For December 31, 2001                                       43,814
  Additional Paid In Capital                                 4,556,806
  Treasury Stock                                              (184,922)
  Retained Earnings                                          1,575,689
                                                    -------------------
     TOTAL STOCKHOLDERS' EQUITY                              5,991,386
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $        8,482,156
                                                    -------------------
</TABLE>
       See the accompanying notes to these unaudited financial statements


3
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<TABLE>
<CAPTION>
                                     YP.NET, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000


                                           --------------------  --------------------
                                            THREE MONTHS ENDED    THREE MONTHS ENDED
                                            DECEMBER 31, 2001     DECEMBER 31, 2000
                                           --------------------  --------------------
                                                           (unaudited)
<S>                                        <C>                   <C>
INCOME
  REVENUE                                  $         2,992,993   $         4,526,623

  Cost of Services                                   1,184,277             2,886,352
  Selling and Marketing                                 43,879                10,806
  General and Administrative                           865,801               567,896
  Depreciation and Amortization                        148,379               145,913
                                           --------------------  --------------------
    TOTAL EXPENSES                                   2,242,336             3,610,967
                                           --------------------  --------------------

    EARNINGS (LOSS) FROM OPERATIONS                    750,657               915,656
                                           --------------------  --------------------

OTHER INCOME (EXPENSE)
  Other Income                                           4,291                 9,436
  Other Expense/Interest Income/(Expense)              (28,414)             (168,685)
                                           --------------------  --------------------
    TOTAL OTHER INCOME (EXPENSE)                       (24,123)             (159,249)
                                           --------------------  --------------------

  Net Income (Loss) Before Income Taxes                726,534               756,407

  Provisions for Income Taxes                          420,185                   -0-
                                           --------------------  --------------------

NET INCOME (LOSS)                          $           306,349   $           756,407
                                           ====================  ====================

EARNINGS (LOSS) PER SHARE:

  Basic Earnings (Loss) Per Share          $              0.01   $              0.02
                                           ====================  ====================

WEIGHTED AVERAGE NUMBER OF COMMON                   43,813,680            40,643,742
                                           ====================  ====================
   SHARES OUTSTANDING

Diluted Earnings (Loss) Per Share          $              0.01   $              0.02
                                           ====================  ====================

WEIGHTED AVERAGE NUMBER OF COMMON                   43,813,680            40,643,742
AND COMMON SHARE EQUIVALENTS               ====================  ====================
OUTSTANDING
</TABLE>
       See the accompanying notes to these unaudited financial statements


4
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<TABLE>
<CAPTION>
                                                  YP.NET, INC.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000


                                                                          THREE MONTHS         THREE MONTHS
                                                                              ENDED                ENDED
                                                                        DECEMBER 31, 2001    DECEMBER 31, 2000
                                                                       -------------------  -------------------
                                                                                      (unaudited)
<S>                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                           $          306,349   $          756,407
  Adjustments to reconcile net income to net cash used by operating
    activities.
    Depreciation and amortization                                                  40,879               32,163
    Officers paid with common stock                                                   -0-               59,700
    Common stock surrendered                                                          -0-             (110,000)
    Amortization of intellectual property                                         107,500              113,750
    Income taxes payable                                                          420,185

  (Increase) decrease in assets
    Trade accounts receivable                                                     (47,694)            (252,887)
    Customer acquisition costs                                                   (190,750)             138,846
    Prepaid and other current assets                                             (126,107)            (184,653)
    Other assets                                                                  (60,765)                 -0-

  Increase (decrease) in liabilities
    Trade accounts payable                                                         34,982              507,786
    Accrued liabilities                                                           (32,480)            (189,466)
                                                                       -------------------  -------------------
          NET CASH PROVIDED IN OPERATING                                          452,099              871,646
          ACTIVITIES

  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                           (29,800)                 -0-
                                                                       -------------------  -------------------
          NET CASH USED BY INVESTING ACTIVITIES                                   (29,800)                 -0-

  CASH FLOWS FROM FINANCING ACTIVITIES
    Purchase of Treasury Stock                                                    (13,480)
    Principal repayments on notes payable                                        (758,301)            (821,928)
                                                                       -------------------  -------------------
          NET CASH PROVIDED (USED) BY FINANCING                                  (771,781)            (821,928)
          ACTIVITIES

      NET INCREASE (DECREASE) IN CASH                                            (349,482)              49,718

        CASH AT BEGINNING OF PERIOD                                               683,847              219,613
                                                                       -------------------  -------------------
              CASH AT END OF PERIOD                                    $          334,365   $          269,331
                                                                       ===================  ===================

  SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                                  28,414               29,973
</TABLE>
       See the accompanying notes to these unaudited financial statements


5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2001

1.  Basis of Presentation

The accompanying unaudited financial statements represent the consolidated
financial position of YP.Net, Inc. ("the Company") for the three months ended
December 31, 2001 and 2000 and includes results of operations of the Company and
Telco Billing, Inc. ("Telco"), its wholly owned subsidiary, and statement of
cash flows for the three months ended December 31, 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 months
period ended December 31, 2001 and 2000 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, Form 10-KSB/A for the year ended September 30, 2000, and Form 10-KSB for
year ended September 30, 2001 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.


6
<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 issued and outstanding 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.


7
<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 December 31, 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 December 31, 2001 this note payable had an outstanding balance
of $338,361.44.  Mr. Van Sickle is a shareholder of the Company and 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 December 31, 2001 the M&M note
                          ---------------
payable has been paid down with an immaterial balance remaining.  M&M owns
approximately 23% of the Company's outstanding stock.

The former holder of the Yellow-page. net. URL made a claim against the Company
                         ----------------
in the year ended September 30, 2001.  The former URL holder claimed that it was
owed $1,000,000 that represented a loan extension fee for an extension given in
1999.  The Company disputed the claim but ultimately settled with the former URL
holder.  The settlement agreement required the Company to pay the former URL
holder $550,000, together with 4,000,000 shares of the Company's common stock
and warrants for and additional 500,000 shares of the Company's common stock.
The value of the common stock was determined on the basis of the quoted trading
price of the shares on the date of this settlement agreement.

6.  Common Stock

Transactions in the Company's common stock issued for the acquisition of assets,
products, or services are accounted for at of fair value.   Fair value is
determined based on the bid and ask price at the date of the transactions of the
Company's common stock, 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.


8
<PAGE>
8. Advances to Affiliates

The Company has provided for advances to affiliates.  The advances represent
notes to officers as part of the compensation package of both officers.  The
board of directors has agreed to advance funds to the officers and have agreed
to bonus out those advances to the officers based on performance of the CEO and
based on the required compliance commitments of the CFO.  The advances are being
reserved and amortized over a 12-month period, as management believes that those
advances will become compensation to the officers for accomplishing the company
goals and compliance commitments.

The former holder of the Yellow-page. net. URL made a claim against the Company
                         ----------------
in the year ended September 30, 2001.  The former URL holder claimed that it was
owed $1,000,000 that represented a loan extension fee for an extension given in
1999.  The Company disputed the claim but ultimately settled with the former URL
holder.  The settlement agreement required the Company to pay the former URL
holder $550,000, together with 4,000,000 shares of the Company's common stock
and warrants for and additional 500,000 shares of the Company's common stock.
The value of the common stock was determined on the basis of the quoted trading
price of the shares on the date of this settlement agreement.

     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 utilize direct mailings as our primary marketing program and this
program generates our principal revenue of the Company.  Our subscribing
customers increased to 114,409 at December 31, 1999, 129,457 at March 31, 2000,
143,292 at June 30, 2000 and 130,592 at September 30, 2000, a 21% increase for
the fiscal year.  Our subscribing customers decreased to 123,408 at December 31,
2000, 103,187 at March 31, 2001, 99,862 at June 30, 2001 and 91,348 at September
30, 2001.

     As of December 31, 2001 we had 88,799 subscribing customers.  The decrease
in our customer base is by design.  We have implemented filter systems to
increase collections and also verify our subscription customer that are billed
by a direct invoice and not through LEC.  We have filtered out or direct billed
customers to increase collectability and increase cash flow.  We increase
collectability on our existing customers and have increase customer
satisfaction.

     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 syndicated 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;


9
<PAGE>
complete with the ability to utilitize 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.

     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

     Internet yellow page services business is currently our sole source of
revenue.  Revenue for the three months period ended December 31, 2001 was
$2,992,993 compared to $4,526,623 for the three months period ended December 31,
2000.  Our revenue decreased primarily due to changes in our revenue recognition
procedures as recommended by our auditors, Epstein, Weber & Conover, P.L.C.
formerly Weber & Company, PC, resulting from the application of Staff Accounting
Bulletin #101 ("SAB 101") to our subscription revenue.

     SAB 101 was promulgated by the SEC.  Under SAB 101, revenue generally is
realized or realizable and earned when all of the following criteria are met:

     1.     Pervasive evidence of an arrangement exits
     2.     Delivery has occurred or services have been rendered
     3.     The seller's price to the buyer is fixed or determinable AND
     4.     Collectibility is reasonably assured.

     The collectability of subscription revenue, in the past, has been between
9% - 15% and we have recorded an allowance for bad debt for any revenue that is
uncollectible.  At the recommendation of our auditors, we have applied SAB 101
to reduce our gross revenue by $1,000,000.

     Presently, our operations department has reevaluated and re-filtered our
subscription customers and we have experienced increases in cash collected from
the invoice billings.  We hope for, and are working to achieve, a higher
collection of subscription revenue receivable since new procedures and processes
have been implemented in operations.

     Cost of services for the three months period ended December 31, 2001, was
$1,184,277 compared to $2,886,352 for the three months period ended December 31,
2000.  Cost of services is comprised of dilution expenses, direct mailer
marketing costs, allowances for bad debt and our billing costs.  Dilution
expenses include customer credits and any other receivable write-downs.
Dilution has decreased as we implemented new filtering processes to correct and
enhance the billing process to increase our collections.

     Selling expenses, primarily the costs associated with general advertising
and market testing of other revenue sources, were for the three month period
ended December 31, 2001, was $43,879 compared to $10,806 for the three month
period ended December 31, 2000.  The increase in marketing is due to the
increase in pursuing investment bank firms and markets to enhance the stock for
our shareholders.


10
<PAGE>
     General and administrative expense for the three months period ended
December 31, 2001, was $865,801 compared to $567,896 for the three months period
ended December 31, 2000.  These costs are primarily related to customer service
staffing, which we believe provides better service to our customers.  A primary
reason for the increase is the final legal fees related to the compliance with
the FTC settlement agreement.  Management believes that our legal fees will
decrease significantly in the future.

     The cost of the Yellow-Page.Net URL was capitalized at $5,000,000.  The URL
                     ---------------
is amortized on an accelerated basis over the twenty-year term of the licensing
agreement.  Amortization expense on the URL was $148, 379 for the three months
period ended December 31, 2001, compared to $145,913 for three month period
ended December 31, 2000.  Annual amortization expense in future years related to
the URL is anticipated to be approximately $300,000.

     Interest expense for the three months period ended December 31, 2001, was
$28,414 compared to $168,685 for three months period ended December 31, 2000.
The decrease in interest expense was a result of decreased debt from our
acquisition of Telco and our acquisition of the URL Yellow-Page.Net.  The
                                                    ---------------
reduction in interest expense is also related to the payoff of Finovia Financial
Credit Facility in June 2001 and the reduction of certain debt owed to Joseph
Van Sickle.

     Net income before taxes for the three months period ended December 31, 2001
was $726,534 and net income for the three months period ended December 31, 2001
was $306,349 or $.01 per diluted share. Net income before taxes for the three
months period ended December 31, 2000 was $756,407 and net income for the three
months period ended December 31, 2001 was $756,407 or $.02 per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities for the three months period ended
December 31, 2001, was $452,099 compared to $871,646 for the three months period
ended December 31, 2000.  Revenue was generated solely from providing electronic
yellow page preferred listing advertising.  Cash from operating activities for
the three month period ended December 31, 2001, was enhanced by an increase in
our accounts receivable ($47,694), in prepaid assets ($126,107) and trade
accounts payables of $34,982 and by decreases in accrued liabilities of $32,480.
Cash in the three month period ended December 31, 2000, was generated by
increases in our accounts receivables ($252,887), in prepaid assets ($184,653),
in accounts payable ($507,786) and by decreases in accrued liabilities $189,466.
The Company has sufficient liquidity for the remaining quarters with our year
ending September 30, 2002.

     Cash used by investing activities was $29,800 for the three months period
ended December 31, 2001.


11
<PAGE>
     Cash used by financing activities was $771,781 for three months period
ended December 31, 2001 compared to $821,928 for the three months period ended
December 31, 2000. The cash that was used represents total payments made to
reduce the principle balances of our outstanding notes.

OTHER CONSIDERATIONS

     There are numerous factors that affect our business and the results of our
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
electronic 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
our overall business activities.

SPECIAL  NOTE  ON  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.

     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 our Form 10-KSB for the year ended
September 30, 2001, may be accessed at the SEC's Web site, www.sec.gov.
                                                           ------------

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


12
<PAGE>
     We are party to ordinary routine litigation in the course of our
operations.  We have also been subject to certain state and federal regulatory
proceedings.  We recently settled a complaint filed against us by the Federal
Trade Commission.  We have also recently entered into a settlement agreement
with Hudson Consulting Group, Inc., in connection with services not rendered to
us.  See our Form 10-KSB for the year ended September 30, 2001, for a
description of these matters.

     We were not named a defendant in any material legal proceedings and claims
during the three months period ended December 31, 2001.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the three months ended December
31, 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:  February 14, 2002          by /s/ Angelo Tullo
                                      ------------------
                                   Chairman, President, Chief Executive Officer
                                   --------------------------------------------


Dated:  February 14, 2002          by /s/ Pamela J Thompson
                                      ---------------------
                                   Chief Financial Officer, Secretary, Treasurer
                                   ---------------------------------------------


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