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

                     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 March 31, 2002

           [ ]  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 March
31, 2002 was 43,813,680 shares of common stock, par value $.001.

     Transitional  Small  Business  Disclosure  Format  (check one):

Yes                No    X
       ---              ---

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


2
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<TABLE>
<CAPTION>
                                          YP.NET, INC.
                                 INDEX TO FORM 10-QSB FILING
                              FOR THE QUARTER ENDED MARCH 31, 2002

                                       TABLE OF CONTENTS

                                             PART I

FINANCIAL INFORMATION                                                                     PAGE
<S>                                                                                       <C>
Item 1.  Financial Statements

           Consolidated Comparative Balance Sheets
                as of March 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . .      4
           Consolidated Statements of Operations
                for the Three-Month Period and the Six-Month Period Ended March 31, 2002
    and
                March 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
           Consolidated Statements of Cash Flows
                for the Six-Month Period Ended March 31, 2002 and
                March 31, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
           Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . . .   7-11

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12-17

                                             PART II
                                       OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     17
Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17-18
Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . .     18

                                          SIGNATURES
</TABLE>


3
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<TABLE>
<CAPTION>
                              PART I - FINANCIAL INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS
                                CONSOLIDATED BALANCE SHEET
                                   AS OF MARCH 31, 2002
                                                                           March 31, 2002
                                                                            (Unaudited)
<S>                                                                       <C>
CURRENT ASSETS:
           Cash and Cash Equivalents                                      $       341,034
           Accounts Receivable                                                  3,215,366
           Prepaid Expenses                                                       102,100
           Direct Response Marketing - Net                                        842,673
           Deferred Income Taxes                                                  744,398
                                                                          ----------------
             TOTAL CURRENT ASSETS                                               5,245,571
                                                                          ----------------
PROPERTY AND EQUIPMENT:
           Furniture and Fixtures                                                 197,261
           Equipment & Computer Equipment                                         344,913
           Leasehold Improvements                                                 321,650
        LESS: Accumulated Depreciation                                           (501,565)
                                                                          ----------------
             TOTAL PROPERTY AND EQUIPMENT                                         362,259
                                                                          ----------------
OTHER ASSETS:
           Intangible Assets                                                    5,024,048
           Universal Remote Locators (URL)                                     (1,293,341)
        LESS:  Accumulated Amortization                                         3,730,707
           Deposits                                                                23,287
           Acquisition cost WPI                                                    60,401
           Advances to Affiliate - Net of Reserves - Note 8                       194,084
                                                                          ----------------
              TOTAL OTHER ASSETS                                                4,008,479
                                                                          ----------------
              TOTAL ASSETS                                                      9,616,309
                                                                          ----------------
CURRENT LIABILITIES:
           Trade Accounts Payable                                                 258,619
           Income Taxes Payable                                                 2,077,178
           Accrued Expenses                                                        36,802
            Short-Term Notes Payable - Note 4                                     496,960
                                                                          ----------------
              TOTAL CURRENT LIABILITIES                                         2,869,484
                                                                          ----------------
LONG-TERM LIABILITIES:
           Deferred Income Taxes                                                  120,868
                                                                          ----------------
              TOTAL LONG-TERM LIABILITIES                                         120,868
                                                                          ----------------
              TOTAL LIABILITIES                                                 2,990,352
                                                                          ----------------
           Common Stock $.001 par value, 100,000,000 shares
           Authorized, 43,813,680 issued and outstanding March 31, 2002            43,814

           Additional Paid In Capital                                           4,556,806
           Treasury Stock, 236,858 shares at cost                                (171,422)
           Retained Earnings                                                    2,196,684
                                                                          ----------------
              TOTAL STOCKHOLDERS' EQUITY                                        6,625,882
              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $     9,616,309
                                                                          ----------------

       See the accompanying notes to these unaudited financial statements
</TABLE>


4
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<TABLE>
<CAPTION>
                                            YP.NET, INC.
                               CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE-MONTH PERIOD AND SIX-MONTH PERIOD ENDED MARCH 31, 2002 AND
                                           MARCH 31, 2001

                                            Three Month    Six Month     Three Month    Six Month
                                               Ended         Ended          Ended         Ended
                                             March 31,     March 31,      March 31,     March 31,
                                               2002           2002          2001           2001
                                           --------------------------------------------------------
                                                                  (Unaudited)
<S>                                        <C>            <C>           <C>            <C>
INCOME
   Revenue                                 $  2,839,438   $ 5,832,839   $  4,138,223   $ 8,664,846

COST OF SALES                                   733,402     1,917,679      2,440,354     5,320,758
                                           -------------  ------------  -------------  ------------
GROSS PROFIT                                  2,106,037     3,915,160      1,697,869     3,344,088
                                           -------------  ------------  -------------  ------------

   SELLING EXPENSES                              85,454       139,333         24,666        35,472

   GENERAL AND ADMINISTRATIVE                 1,030,889     1,888,671        564,800     1,138,504

   DEPRECIATION AND AMORTIZATION                151,721       300,100        158,803       304,715
                                           -------------  ------------  -------------  ------------
      TOTAL EXPENSES                          1,268,063     2,328,104        746,346     1,478,692
                                           -------------  ------------  -------------  ------------

      EARNINGS (LOSS) FROM OPERATIONS           837,973     1,587,055        949,599     1,865,397
                                           -------------  ------------  -------------  ------------

OTHER INCOME (EXPENSE)
   Other Income                                     -0-         5,570          6,776        16,212
   Interest Income/(Expense)                      (9584)      (36,994)       (99,572)     (268,398)
                                           -------------  ------------  -------------  ------------
      TOTAL OTHER INCOME (EXPENSE)               (9,584)      (31,424)       (92,796)     (252,186)
                                           -------------  ------------  -------------  ------------

   Net Income (Loss) Before Income Taxes        828,390     1,555,631        856,804     1,613,210

   Provisions for Income Taxes                  208,102       628,287        277,819       515,830
                                           -------------  ------------  -------------  ------------

NET INCOME (LOSS)                          $    620,288   $   927,344   $    578,984   $ 1,097,380
                                           =============  ============  =============  ============

      EARNINGS (LOSS) PER SHARE:

        Basic Earnings (Loss) Per Share    $       0.01   $      0.02   $       0.01   $      0.03
                                           =============  ============  =============  ============

WEIGHTED AVERAGE NUMBER OF COMMON            43,813,680    43,813,680     39,667,871    40,108,701
   SHARES OUTSTANDING                      =============  ============  =============  ============

        Diluted Earnings (Loss) Per Share  $       0.01   $      0.02   $       0.01   $      0.03
                                           =============  ============  =============  ============

WEIGHTED AVERAGE NUMBER OF COMMON            43,813,680    43,813,680     39,667,871    40,108,701
AND COMMON SHARE EQUIVALENTS OUTSTANDING   =============  ============  =============  ============

             See the accompanying notes to these unaudited financial statements
</TABLE>


5
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<TABLE>
<CAPTION>
                                       YP.NET,  INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 2002 AND MARCH 31, 2001

                                                                 SIX       SIX MONTHS
                                                                MONTHS       ENDED
                                                                ENDED      MARCH 31,
                                                              MARCH 31,      2001
                                                                2002
                                                            ------------  ------------
<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING  ACTIVITIES                              (Unaudited)
  Net Income                                                    927,344   $ 1,097,380
  Adjustments to reconcile net income to net cash used by
  operating activities.
    Depreciation and amortization                                84,675        77,208
    Officers & Consultants paid with common stock                   -0-        59,700
    Common stock surrendered                                        -0-      (494,310)
    Amortization of intellectual property                       215,424       227,500
    Deferred Income Taxes                                      (226,573)      515,830

  (Increase) decrease in assets
    Trade accounts receivable                                  (346,037)      888,099
    Customer acquisition costs                                 (646,428)      138,846
    Prepaid and other current assets                           (147,272)      (57,503)
    Income Taxes Payable                                        854,860       (10,000)

  Increase (decrease) in liabilities
    Trade accounts payable                                      242,277       (39,439)
    Accrued liabilities                                         (36,454)     (281,707)
                                                            ------------  ------------
          NET CASH PROVIDED IN                                  915,816     2,121,604
          OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                           (69,459)       (9,697)
  Due from Affiliates                                           (62,857)          -0-
  Acquisition Costs WPI                                         (60,492)          -0-
  Purchase of Intangibles                                       (14,078)          -0-
                                                            ------------  ------------
          NET CASH USED BY INVESTING                           (206,886)       (9,697)
          ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal repayments on notes payable                      (1,051,743)   (2,059,559)
                                                            ------------  ------------
          NET CASH USED BY                                   (1,051,743)   (2,059,559)
          FINANCING ACTIVITIES

      NET INCREASE (DECREASE) IN CASH                          (342,813)       52,349

        CASH AT BEGINNING OF PERIOD                             683,847       219,613
                                                            ------------  ------------
          CASH AT END OF PERIOD                             $   341,034   $   271,961
                                                            ============  ============

              See the accompanying notes to these unaudited financial statements
</TABLE>


6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIOD AND SIX-MONTH PERIOD ENDED MARCH 31, 2002 AND MARCH
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-month period
and the six-month period ended March 31, 2002, and March 31, 2001, which
includes results of operations of the Company and Telco Billing, Inc. ("Telco"),
its wholly owned subsidiary, and statement of cash flows for the three-month
period and six-month period ended March 31, 2002 and March 31, 2001.  These
statements have been prepared in accordance with generally accepted accounting
principles ("GAAP") for interim financial information.  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-month period and the six-month period
ended March 31, 2002, and March 31, 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 years ended September
30, 2001, and 2000, and Form 10-QSB for quarter ended December 31, 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 six
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.


7
<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.  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.


8
<PAGE>
4.  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 March 31, 2002, were as
follows:

Note 1: The Company entered into a loan agreement with Mr. Joseph Van Sickle in
------
connection with the acquisition of Telco under which Mr. Van Sickle lent
$2,000,000 to the Company.  At March 31, 2002, this note payable had an
outstanding balance of $277,043.  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 connection 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 March 31, 2002, the M&M note payable has an
            ---------------
outstanding balance of $219,918.  M&M is not a member of management and
currently has no position on the Board of Directors for the Company.  M&M owns
approximately 27% of the Company's issued and outstanding stock.

     M&M, the holder of the Yellow-Page.net URL made a claim against the Company
                            ---------------
in the year ended September 30, 2001.  M&M claimed that it was owed $2,000,000,
which represented a loan extension fee for an extension given in 1999.  The
Company disputed the claim but ultimately settled with M&M.  The settlement
agreement required the Company to pay M&M $550,000, together with 4,000,000
shares of the Company's common stock and warrants for an 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.  The stock has a two year restricted stock legend
subject to Rule 144 of the Securities Act of 1933.

5.  Common Stock

Transactions in the Company's common stock issued for the acquisition of assets,
products, or services are accounted for at 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.

6.  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.


9
<PAGE>
7.  Advances to Affiliates

Officers' Loans
---------------

The Company has made loans to affiliates in the form of promissory notes to two
officers as part of their respective compensation packages.  The board of
directors has agreed to advance these funds to the officers or their Companies.
The advances are subject to repayments by the officers and the notes are
collateralized by the officers' common stock with a floor price of $1.00 per
share or current market price, whichever is greater.  Presently, the maximum
loan amount under these notes is limited to $200,000 to Sunbelt Financial
Concepts, in the case of Angelo Tullo, and $70,000 to The Thompson Group P.C.,
in the case of Pamela J. Thompson.  The advances are being amortized over a
12-month period and shall carry an annual interest rate of 8%.  The Board of
Directors has not made any decision whether or not to bonus these advances now
or in the future but will review any such recommendations that are made by the
Compensation Committee of the Board of Directors on a quarterly basis.

The Company has elected to provide in the financial statements a reserve based
on a 12-month amortization schedule to allow for the potential bonus' that may
be added to officer compensation and to insulate the Company from fluctuations
in the value of the collateral stock.

Matthew & Markson, Ltd. Advance Agreement
-----------------------------------------

The Company has made advances to Matthew & Markson, Ltd. (M&M) that are also
collateralized by the Company's common stock owned by M&M.  This loan agreement
resulted from a settlement reached in September 2000 with M&M whereby the "Put"
agreement originated as part of the purchase of Telco billing was terminated.
The "Put" agreement would have allowed M&M to "put" back to the Company up to 10
million shares of common stock at a price of $1.00 per share.  Management
negotiated a loan agreement with M&M in exchange for the termination of "Put"
agreement rights whereby M&M can borrow up to $10 million dollars from the
Company collateralized by M&M's YP.Net shares valued with a floor of $1.00 per
share or 80% of the last trade of the stock prior to the advance request,
whichever is greater.  The interest rate charged on these advances is either an
8% annual rate or  % higher than The Company's average borrowing cost from an
institutional lender, whichever is greater.  Currently M&M is charged an
interest rate of 8% calculated as an annual rate as the Company has paid off its
institutional lender.  There are restrictions to the agreement that allow
management to reject an advance request by M&M if the Company has insufficient
cash, cash reserves and anticipated cash receipts and or borrowing availability
to cover operating expenses over the next 30-day period.  M& M is a 27%
shareholder of the Company.

     The Advances to Affiliates schedule
          Sunbelt Financial Concepts      $ 148,766
          The Thompson Group PC              15,081
          Matthew & Markson                 102,347
          Allowance for Advances            (72,979)

          Total Advances to Affiliates    $ 194,084


10
<PAGE>
8.  Related Party Transactions

Simple. Net, Inc. ("SN")
------------------------

The Company has entered into mutual service agreements with Simple. Net, Inc.
("SN").  Mr. DeVal Johnson, a director of YP.Net, Inc., is the beneficial owner
of Simple.Net.

The Company has paid monthly fees of  approximately $ 8,000 to SN so that it
could provide dial-up access to the Company's customers. SN is a national
internet service provider that has from time to time sold those services to the
Company at below market rate prices. This has allowed the Company to bill
customers on their phone bill (LEC Bill) for both services and is especially
beneficial to the Company in areas where the Company can not LEC bill for the
Company's core product. During this period the Company has not paid SN for these
services choosing instead to rely on its own contract with Level 3. However, if
at any time SN is able to provide these services to the Company on terms more
favorable than Level 3 the Company will purchase these services from SN.

SN pays a monthly fee to YP.Net, Inc. so that The Company can provide technical
support and provide quality customer service while utilitizing our own customer
service personnel  as well as management and accounting services according to a
pricing formula based on a price per customers as follows:

     Customer Service & Management Agreement fees are calculated by number of
customer records of SN multiplied by a base cost of $1.02.

     Technical Support fees are calculated by number of customer records of SN
multiplied by a base cost of 60 cents.

The YP.Net, Inc. accounting staff performs the accounting functions for SN since
there is a compatible accounting and billing process applied.  SN pays YP.Net
$2,500 a month for the accounting functions that per formed.

Matthew & Markson and Morris & Miller have provided the primary financing for SN
in the principal amount of $1,024,000 and $610,000 respectively; interest is
being calculated at a rate of 15% for both notes.  Matthew & Markson is a 27%
and Morris & Miller is a 22% of shareholder YP.Net.  Neither Matthew & Markson,
nor Morris & Miller is a part of management or on the Board of Directors of
YP.Net or SN.

Commercial Finance Services d/b/a/ HR Management ("CFS")
--------------------------------------------------------

The Company has entered into an employee leasing arrangement with Commercial
Finance Services, Inc. d/b/a HR Management (CFS) reference 10-KSB September 30,
2001 CFS provides factoring and financing as well as the services of a
professional employer organization ("PEO") for small to mid-sized companies.
CFS does not provide any services to YP.Net, Inc., other than those of a PEO
under a d/b/a, HR Management, Inc. YP.Net pays CFS a monthly amount of
approximately $128,000.  This amount includes employee wages, payroll taxes,
employee benefits and a below market administration fee of 1.5% per month.  This
arrangement allows YP.Net, Inc. to offer additional benefits to its employees by


11
<PAGE>
sharing those costs with other clients of CFS.  The fees collected by CFS from
YP.Net for payroll and benefit administration is approximately $2,800 per month,
which represents the cost of a payroll clerk

Central Account Services, Inc. is the majority owner of CFS holding over 85% of
the stock Central Account Services, Inc. is unrelated to YP.Net, Inc. Related
parties affiliated with CFS are; (1) Pamela J. Thompson, who owns 4% of CFS and
has loaned $50,000 to CFS, who also serves as its President and Secretary while
holding the positions of Secretary, Treasurer and Chief Financial Officer for
YP.Net, Inc., and (2) Joseph McDaniel who owns 3% of CFS and serves as counsel
for YP.Net, Inc. Matthew & Markson has provided funding to CFS in the principal
amount of $1,525,821. Matthew & Markson is not a part of management or on the
Board of Directors of YP.Net or CFS.

Matthew Markson, Ltd.
---------------------

The Company has a note payable to Mathew Markson, Ltd. ("M&M"), which at the
beginning of the fiscal year was $550,000.  In accordance with instructions that
YP.Net has received from M&M, YP.Net has made payments to third parties and
applied those payments as reductions to this note. These payments have been
applied to the note balance thereby reducing the outstanding balance on the
Company's books and records.  Matthew & Markson is not a part of management or
on the Board of Directors of YP.Net.

Business Executive Services, Inc.
---------------------------------

Business Executive Services, Inc. ("BESI"), as the nominal rent sub-lessee,
leases portions of the Company's Mesa facility to other businesses associated
with other third parties (provides executive suites).

In addition to providing Executive Suites to a variety of companies, BESI's
personnel have expertise in the processing and managing of large direct mail
marketing campaigns. Because of this expertise, the Company has decided to
outsource its direct mail marketing services to BESI.

Pursuant  to an agreement YP.Net has with BESI, BESI processes all of the direct
mail  solicitation  pieces,  welcome  letters  and  other  communications  with
customers  and  prospective  customers.

YP.Net pays a base fee of $10,000.00 per month and then a monthly fee to BESI
based on a price of .015 cents per mail piece, based on the number of mail
pieces prepared and sent, and not less than a month floor of $15,000 per month.
The floor amount is  adjusted quarterly.

Mr. Crane, a director of YP.Net, is employed by BESI and receives a salary of
approximately $2,000 per month from BESI and bonuses in an undetermined amount.
BESI has no related party ownership.


12
<PAGE>
Advertising Management & consulting Services , Inc.
---------------------------------------------------

Advertising Management & consulting Services, Inc. ("AMCS"), is a marketing and
advertising company that rents executive suites from BESI.  AMCS' staff is
experienced in designing Direct Marketing Pieces, insuring compliance with
regulatory authorities for those pieces and designing new products that can be
mass marketed through the mail.  The Company outsources the design and testing
of its many direct mail pieces to AMCS for a fee of $20,000 per month. AMCS is
also responsible for the new products that have been added to our website and is
working on new mass- market products to offer our customers.Mr. Crane, a
Director of YP.Net, is the President of AMCS.


13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     Except for certain historical information contained herein, this Quarterly
Report contains forward-looking statements that involve risks, assumptions and
uncertainties which are difficult to predict.  All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including any projections of earnings, revenues, or
other financial items, any statement of plans, strategies, or objectives of
management for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic conditions or
performance; and any statements of belief and any statement of assumptions
underlying any of the foregoing.  Words such as "believe," "may," "could,"
"expects," "hopes," "anticipates," and "likely," and variations of these words,
or similar expressions, are intended to identify such forward-looking
statements.  Our actual results could differ materially from those discussed
here.  Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in the section entitled "Factors That May
                                                             ----------------
Affect Future Results," set forth in our Form 10-KSB filed with the Securities
---------------------
and Exchange Commission.  We do not assume, and specifically disclaim, any
obligation to update any forward-looking statement contained in this Quarterly
Report.

     YP.Net, Inc., a Nevada corporation ("we," "our," "us" or the "Company") is
in the business of providing Internet-based yellow page listing services on our
Yellow-Page.Net and YP.Net Web sites.  After acquiring Telco Billing ("Telco")
---------------     ------
in June 1999, we changed 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 searches conducted by Internet
consumers on our websites.

     We were originally incorporated in 1969 as a New Mexico Corporation;
Nuclear Medicine of New Mexico, Inc., and then reincorporated in Nevada in 1996
as Renaissance Center, Inc. Our Articles of Incorporation were restated in July
1997 and our name was changed to Renaissance International Group, Ltd. Effective
July 1998, we changed our name to RIGL Corporation. In June 1999, we acquired
Telco Billing, Inc. ("Telco") and commenced our current operations through this
entity. In October 1999 we amended our Articles of Incorporation to change our
corporate name to YP.Net, Inc. to better identify our company with our business
focus.

     We currently derive virtually all of our revenues from selling preferred
listings for the search results on our websites.  A preferred listing is
displayed at the beginning of search results in response to a user's specific
questions.  A preferred listing is enhanced on the display of search results and
includes a "mini-Web-page" listing where the preferred lister can use up to 40
words to advertise and provide additional information regarding its business.  A
preferred listing customer can also link its own web page to the search results.
We are developing banner advertisements and outside marketing efforts as an
additional source of revenue.  We are also attempting to develop additional
revenue sources and expand services to our customers through logo advertisements
on our direct mailer.

     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.


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<PAGE>
     We utilize direct mailings as our primary marketing program and the
resultant customers from this program are the principal source of our revenue.
Our subscribing customers were 114,409 at December 31, 1999, 129,457 at March
31, 2000, 143,292 at March 31, 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.  As of March
31, 2002, we had 86,000 customers.  The reasons for the decline in customer
counts are two-fold. First, we suspended our direct mail marketing during the
period June 2000 until October 2001 during settlement negotiations with the
Federal Trade Commission. Second our collection percentage on our directly
billed customers has been historically low and many were not paying customers.
These are customers that are directly invoiced through regular mail instead of
being billed through the use of a Local Exchange Carrier ("LEC"). Because of
this low collection percentage, we have initiated a contact campaign to
determine if these customers are still in business and if they want to continue
to advertise on our websites.  This has resulted in customer cancellations
exceeding our acquisitions of new customers. We anticipate this process to
continue at least through the next two quarters and may result in the write off
of an additional 20,000 non-paying direct bill customers.  Some of this write
off may be mitigated by the acquisition of new paying customers.  Our collection
percentages have increased during this quarter because of our contact program,
and we expect that to continue as more customers are contacted.

RESULTS OF OPERATIONS

     Internet yellow page services business is currently our sole source of
revenue.  Revenue for the three-month period and six-month period ended March
31, 2002, was $2,839,438 and $5,832,839, respectively, compared to $4,138,223
and $8,664,846 for the three-month period and six-month period ended March 31,
2001, respectively.  Revenues have declined for the six-month period ended March
31, 2002, as compared to March 31, 2001.  The primary reason for the decline in
revenue is that management has excluded from revenue sales direct invoices
customers who have not paid their invoice in a timely manner.  Instead
management only counts those revenues from direct bill invoices as the Company
receives payments directly from those customers. Previously management had
maintained a large reserve to offset the low collectabilty of these direct bill
invoice customers.  Management has begun an intense effort to contact those
direct bill customers to determine if in fact they desire to remain as
customers.  Those that do not, or are now out of business, are deleted from our
customer accounts.  Consequently, the loss of these customers has exceeded the
increase in new customers obtained from our direct mail marketing.  We expect
our customer base to continue to decline as we contact the balance of the direct
bill invoice customers.  However, we do not expect this to have a material
effect on our operations.  Our customer base has declined from a customer base
of 86,000 for March 31, 2002, as compared to 103,187 for March 31, 2001.  In
October 2001, we resumed our direct mail marketing campaign that was voluntarily
suspended in June 2000 while we negotiated a resolution in the FTC matter.  This
lack of marketing for new customers to replace natural attrition of old
customers has also caused our customer base to decline from prior periods.  We
are just now seeing an increase in revenue from paying customers as a result of
the success of our increased marketing.

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


15
<PAGE>
     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.

     In the past, the collectability of subscription revenue has been between
10% - 25% of actual billing and we had recorded an allowance for bad debt. Now
we have applied SAB 101 to reduce our gross revenue by $1,268,323 for the
three-month period ended March 31, 2002 and $2,268,323 for the six-month period
ended March 31, 2002.

     Cost of services for the three month period and six month period ended
March 31, 2002, was $733,402 and $1,917,676, respectively, compared to
$2,440,354 and $5,320,758, respectively, for the three month period and six
month period ended March 31, 2001.  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.  The primary reason that our cost of services has declined as of
March 31, 2002, compared to March 31, 2001, is that we have implemented new
filtering procedures that assure the proper filtering of our customer base to
the correct LEC.  In the past this filtering procedure was not implemented,
which caused a higher cost of services and dilution expense.  Additionally, the
decline in revenue by relationship has contributed to the decline in cost of
services.  We also suspended direct mailing activities while the Federal Trade
Commission investigation was pending, which reduced our cost of services.

     Selling expenses, primarily the costs associated with general advertising
and market testing of other revenue sources, for the three-month period and
six-month period ended March 31, 2002, were $84,454 and $139,333, respectively,
compared to $24,666 and $35,472, respectively, for the three-month period and
six-month period ended March 31, 2001.  The primary reason for the increase in
marketing is due to the increase in pursuing new market strategies and
modification of direct mail marketing pieces, as well as the increase in the
number of pieces sent.

     General and administrative expense for the three-month period and six-month
period ended March 31, 2002, was $1,030,889 and $1,888,671, respectively,
compared to $564,800 and $1,138,504, respectively, for the three-month period
and six-month period ended March 31, 2001.  The increase in costs is related to
the increase in operational staff, technical staff and customer service
representatives that separately handle inbound and outbound calling.  There has
also been an increase in legal fees related to the preferred share conversion
offering and the acquisition costs of Western Promotions, Inc.  We have also
experienced an increase in corporate costs for directors and officers liability
insurance due to the increase in the policy amount from $2.5 million to $5.0
million and an increase in rates.  Additionally, board of director compensation
has increased with additional duties assigned to the directors to assist us in
implementing an employee stock option plan, and managing litigation.

     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 $151,721 and $300,100 for the
three-month period and six-month period ended March 31, 2002, respectively,
compared to $158,803 and $304,715 for the three-month period and six-month
period ended March 31, 2001.  Annual amortization expense in future years
related to the URL is anticipated to be approximately $334,000.


16
<PAGE>
     Interest expense for the three-month period and six-month period ended
March 31, 2002, was $9,584 and $31,424, respectively, compared to $92,796 and
$252,186 for the three-month period and six-month period ended March 31, 2001.
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 certain debt owed to Joseph Van
Sickle.

     Net income before taxes for the three-month period and six-month period
ended March 31, 2002, was $828,390 and $1,555,361, respectively, compared to
$856,804 and $1,613,210 for the same three-month and six-month periods in 2001.
Net income for the three-month period and six-month period ended March 31, 2002,
was $620,288 or $.01 per diluted share and $927,344 or $.02 per diluted share,
respectively, compared to $578,984 or $.01 per diluted share and $1,097,380 or
$.03 per diluted share for the three-month period and six-month periods ended
March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities for the six-month period ended
March 31, 2002, was $915,816 compared to $2,121,604 for the six-month period
ended March 31, 2001.  Revenue was generated solely from providing electronic
yellow page preferred listing advertising from Telco Billing, Inc., our wholly
owned subsidiary.  Revenues have declined and the customer base count has
declined for March 31, 2002, as compared to March 31, 2001.  The primary reason
for the decline in revenues and the decline in customer base is that we ceased
marketing efforts from the period of June 26, 2000 until October of 2001 in
order to negotiate a final settlement with the Federal Trade Commission, and
have written off many non-paying customers that were previously counted as
revenue as their collectability was offset by a large reserve.  Since that time
we have increased our marketing efforts and have implemented procedures to
refilter and direct customers to the correct LEC, which has increased our
collection percentages, although our overall customer base and gross revenues
have declined.

     Cash from operating activities for the six-month period ended March 31,
2002, was enhanced by increases in our accounts receivable of $346,037, in
prepaid assets of $147,272, customer acquisition costs of $646,428, and trade
accounts payables of $242,277 and by decreases in accrued liabilities of
$36,454. Cash from operating activities for the six-month period ended March 31,
2001, was generated by increases in prepaid assets of $57,503, other assets of
$10,000 and decreases by trade accounts receivables of $888,099, customer
acquisition costs of $138,843, trade accounts payables of $39,439, and accrued
liabilities of $281,707.

     Our billing for the month of February was delayed through miscommunication
with our main billing aggregator, IGT. Consequently we will suffer a lower cash
collection percentage in the month of May and a larger cash collection in the
month of June 2002. This will affect our liquidity during those periods. Further
the Company may not have sufficient liquidity to pay all of its obligations and
fund its aggressive marketing goals for the balance of the fiscal year., The
Company anticipates that it will be obligated to pay federal and state income
taxes for prior periods before the fiscal year ending September 30, 2002.  The
final dollar amount due is yet to be determined, however.  To meet this
obligation, the Company may have to suspend its direct mail marketing efforts or
other measures for a period of time to conserve cash or seek financing from
traditional banking institutions.


17
<PAGE>
     Cash used by investing activities was $206,886 for the six-month period
ended March 31, 2002. The cash used represents purchase of computer equipment of
$69,459, acquisition costs related to Western Promotions, Inc. of $60,401,
investment in affiliates of $62,857, and the purchase of URL's of $14,078,
compared to the six-month period ended March 31, 2001, where cash used
represented the purchase of computer equipment.

     Cash used by financing activities was $1,051,743 for the six-month period
ended March 31, 2002, compared to $2,059,559 for the six-month period ended
March 31, 2001.  The cash used represents total payments made to reduce the
principal balances of our outstanding notes payable to M & M and Mr. Joseph Van
Sickle.

CERTAIN RISK FACTORS

     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 technology systems) to keep pace with
the growth in our overall business activities.  Our operations may be adversely
affected if revenues from electronic yellow page advertising continue to
decline.  If our revenues continue to decline, we may encounter additional
problems with our liquidity.  In addition, our Chief Executive Officer is
involved in personal litigation, which may divert his attention from the
management of the Company.  See Item 5 below.

PREFERRED SHARED TENDER OFFER PENDING

       The Company has filed with the Securities and Exchange Commission a
Schedule TO, pursuant to which the Company is making a preferred stock tender
offer pursuant to Rule 13e-4, adopted under the Securities Exchange Act of 1934.
The tender offer is made solely pursuant to Schedule TO and the following
discussion is qualified in its entirety by reference to the Company's filing on
Schedule TO.  The Company is offering to the holders of its common stock, par
value $.001 (the "Common Stock"), the option to exchange one or more shares of
their Common Stock for an equal amount of shares of Series E Preferred Stock. We
are offering to exchange up to 10,000,000 shares of Common Stock for shares of
Series E Preferred Stock.  If more than 10,000,000 shares of Common Stock are
tendered for exchange, the exchange will be made a on a pro rata basis which
limits the total number of shares exchanged to 10,000,000. In addition, in the
event the number of record holders of our Common Stock would be reduced below
300 as a result of the exchange, shareholders will only be permitted to exchange
90% of the shares which they own.  The Company will pay all charges and expenses
of Continental Stock Transfer & Trust Company, as Tendering Agent, in connection
with the Offer

     There are currently 43,813,630 issued and outstanding shares of our Common
Stock.


18
<PAGE>
     Series E Preferred Stock is entitled to receive dividends at a rate of 5%
per annum based upon the stated liquidation preference of $.30 per share ($0.015
per share per annum).  From and after two years from the initial issuance of the
Series E Preferred Stock until three years thereafter, preferred shareholders
shall have the right to convert all or portions of their Series E Preferred
Stock into shares of our Common Stock, at a rate of one for one, together with
the payment by the holder of $0.45 per converted share.

     Upon the sale of substantially all of the stock or assets of the Company in
a non-public transaction or dissolution, liquidation, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series E
Preferred Stock shall be entitled to receive out of the assets of the Company,
before any distribution or payment is made upon the Common Stock or any other
series of Preferred Stock, an amount in cash equal to $.30 per share, plus any
accrued but unpaid dividends. The holders of the Series E Preferred Stock shall
have no voting rights, except as required by law.

     The offer is not conditioned on any number of shares of Common Stock being
offered for exchange, but the offer is subject to a number of other conditions.
Reference Tender Offer #4 - See "Certain Conditions to the Offer."

     Shareholders will have at least until 5:00 PM, New York City time, on May
31, 2002, to decide whether to tender their shares in this offer.  See the
Company's Schedule TO and all amendments thereto filed with the Securities and
Exchange Commission.

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,
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.
                                                           ------------


19
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     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.  See our Form 10-KSB for the year ended September 30, 2001,
for a description of this matter.

     We were not named a defendant in any material legal proceedings and claims
during the three-month period ended March 31, 2002.

ITEM 5. OTHER INFORMATION

     The Company is supplementing its disclosures to certain legal proceedings
which are not adverse to the Company but involve its Chairman, President and
Chief Executive Officer, Mr. Angelo Tullo.  Mr. Tullo is a party defendant in an
adversary proceeding ancillary to the Bankruptcy proceedings under Chapter 11 of
American Business Funding, Inc. ("ABF").  See United States Bankruptcy Court for
the District of Arizona, Case #00-01782-ECF-RJH, and Case #00-00151-RJH American
Business Funding Corporation (ABF) v. Tullo, et. al.

     The suit alleges that all of the former officers of ABF, including Mr.
Tullo, and others and entities that may have been controlled by them, made
fraudulent conveyances and breached their fiduciary duty to certain shareholders
of ABF.

     Mr. Tullo has answered the complaints against him and has denied all the
allegations and has been vigorously contesting the plaintiffs' claims. Mr. Tullo
and his legal counsel have provided the following information:

     Mr. Tullo alleges that he discovered a scheme of financial improprieties by
his partners and some employees.  Further that after Mr. Tullo left his former
partners and those appointed by them continued to raise funds without disclosure
and to pay old obligations with this new money.  Mr. Tullo states that it was
through his intervention, by contacting many of the creditors, meeting with the
Arizona Attorney General's Office, and moving for and obtaining the appointment
of a Receiver, and later a court appointed examiner, that the activities
stopped.  Upon the appointment of the receiver, the directors appointed by
Tullo's former partners authorized ABF to file for protection under the United
States Bankruptcy Code and initiated the suit referenced above.

     There are several other suits related to ABF and its bankruptcy
proceedings. In all of the cases not filed by the control persons of ABF, Mr.
Tullo is not named as a defendant. The only findings of fact and conclusions of
law that have been rendered in this series of cases is against one of the
directors installed by Tullo's former partners, and that was by the Arizona
Corporation Commission, docket number S-03443A-01-0000 Decision number 64079


20
<PAGE>
     The Company has conducted a limited investigation of these matters, but is
not in a position to confirm or deny the truth of the various and conflicting
allegations. The litigation does not name the Company as a defendant. The
litigation could adversely affect the Company only if the litigation diverts Mr.
Tullo's attention from his duties as an officer and director of the Company. The
litigation referenced herein has been ongoing throughout Mr. Tullo's tenure with
the Company.


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-month period ended March
31, 2002.

                                   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: May 30th, 2002               by  /s/  Angelo  Tullo
                                        ------------------
                                    Chairman, President, Chief Executive Officer
                                    --------------------------------------------


21
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