<DOCUMENT>
<TYPE>PRE 14C
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                                  SCHEDULE 14C
                                 (RULE 14C-101)

Information  Statement  Pursuant to Section 14(c) of the Securities Exchange Act
of  1934

Check  the  appropriate  box:

[X]  Preliminary  Information  Statement
[ ]  Definitive  Information  Statement
[ ]  Confidential,  for  Use  of  the Commission Only (as permitted by Rule
     14c-5(d)(2))

                                  YP.NET, INC.
                (Name of Registrant As Specified In Its Charter)

PAYMENT OF FILING FEE  (CHECK THE APPROPRIATE BOX):

[X]  No  fee  required
[ ]  Fee  computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

     (1)  Title  of  each  class  of  securities  to  which transaction applies:

     (2)  Aggregate  number  of  securities  to  which  the transaction applies:

     (3)  Per  unit  price  or  other  underlying  value of transaction computed
          pursuant  to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing  fee  is  calculated  and  state  how  it  was  determined):

     (4)  Proposed  maximum  aggregate  value  of  transaction:

     (5)  Total  fee  paid:

[ ]  Fee  paid  previously  with  preliminary  materials

[ ]  check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the  filing  for  which  the  offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  Form  or  Schedule  and  the  date  of  its  filing.

     (1)  Amount  previously  paid:

     (2)  Form,  Schedule  or  Registration  Statement  No.:

     (3)  Filing  Party:

     (4)  Date  Filed:


<PAGE>
                                  YP.NET, INC.
                4840 EAST JASMINE ST. #105, MESA, ARIZONA 85205


                              INFORMATION STATEMENT
                             PURSUANT TO SECTION 14
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE NOT REQUESTED TO SEND US A PROXY



                                                       Mesa,  Arizona
                                                       November 20 2001

          This information statement has been mailed on November 20th 2001 to
the stockholders of record on July 24th, 2001 (the "Record Date") of YP.NET,
INC., Inc., a Nevada corporation (the "Company") in connection with certain
actions to be taken by the written consent by the majority stockholders of the
Company, dated as of November 20, 2001. The actions to be taken pursuant to the
written consent shall be taken on or about December 15th, 20 days after the
mailing of this information statement.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.



                                        By Order of the Board of Directors,

                                        /s/  ANGELO TULLO
                                        Secretary


<PAGE>
NOTICE  OF  ACTION  TO  BE  TAKEN  PURSUANT  THE  WRITTEN  CONSENT  OF  MAJORITY
STOCKHOLDERS  IN  LIEU  OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED NOVEMBER
20TH  2001

To  Our  Stockholders:

     NOTICE IS HEREBY GIVEN that the following actions will be taken pursuant to
the  written  consent of a majority of stockholders dated November 20th 2001, in
lieu of a special meeting of the stockholders.  Such actions will be taken on or
about  December  15th  2001:

     The Company's Articles of Incorporation will be amended to:

          (a)  increase  the  number  of  authorized shares of common stock, par
               value  $.001  per share (the "Common Stock"), of the Company from
               50,000,000  shares  to  100,000,000  shares;

          (b)  authorize  the  creation  of  50,000,000  shares  of  blank check
               preferred  stock;

          (c)  authorize  the  creation  of  45,000,000  shares  of  Series  C
               Convertible  Preferred  Stock;  and

          (d)  authorize the creation of 45,000,000 shares of Series D Preferred
               Stock.


                      OUTSTANDING SHARES AND VOTING RIGHTS

     As of the Record Date, the Company's authorized capitalization consisted of
50,000,000 shares of Common Stock, of which 40,362,083 were issued and
outstanding as of the Record Date, 3,000,000 shares of Series A Convertible
Preferred Stock of which no shares are outstanding, and 2,500,000 shares of
Series B preferred stock of which no shares are outstanding.   Holders of Common
Stock of the Company have no preemptive rights to acquire or subscribe to any of
the additional shares of Common Stock.

     Each share of Common Stock entitles its holder to one vote on each matter
submitted to the stockholders.  However, because stockholders holding at least a
majority of the voting rights of all outstanding shares of capital stock as at
the Record Date have voted in favor of the foregoing proposals by resolution
dated November 20th 2001; and having sufficient voting power to approve such
proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information Statement.

     Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders.  The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on December 20th  , 2001.

     The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.

     This Information Statement will serve as written notice to stockholders
pursuant to Section 78.370 of the Nevada General Corporation Law.


<PAGE>
                    AMENDMENT TO THE ARTICLES OF INCORPORATION

     The majority stockholders of the Company approved an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000, to authorize the creation
of 50,000,000 shares of blank check preferred stock, to authorize the creation
of 45,000,000 shares of Series C Convertible Preferred Stock, and to authorize
the creation of 45,000,000 shares of Series D Preferred Stock.  The Company
currently has authorized capital stock of 50,000,000 shares and approximately
40,362,083 shares of Common Stock are outstanding as of the Record Date. The
Company also has authorized 3,000,000 shares of Series A Convertible Preferred
Stock of which no shares are outstanding, and 2,500,000 shares of Series B
preferred stock of which no shares are outstanding. The Board believes that the
increase in authorized common shares would provide the Company greater
flexibility with respect to the Company's capital structure for such purposes as
additional equity financing, and stock based acquisitions. The Company
anticipates that the "Blank Check" preferred stock will be designated into
classes as deemed appropriate by the Company in the future.  The Company also
anticipates that the Series C Convertible Preferred Stock and the Series D
Preferred Stock will be offered to existing common stock holders in exchange for
their common stock.  To the extent common stock holders accept such exchange
offer, the Company will have less common stock outstanding thereby potentially
increasing the value of each share of common stock.

INCREASE IN AUTHORIZED COMMON STOCK

     The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.

     As of the Record Date, a total of 43,072,798 shares of the Company's
currently authorized 50,000,000 shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued shares of
Common Stock would enable the Company, without further stockholder approval, to
issue shares from time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.

     One of the effects of the amendment might be to enable the board of
directors to render it more difficult to, or discourage an attempt to, obtain
control of the Company by means of a merger, tender offer, proxy contest or
otherwise, and thereby protect the continuity of present management. The board
of directors would, unless prohibited by applicable law, have additional shares
of Common Stock available to effect transactions (such as private placements) in
which the number of the Company's outstanding shares would be increased and
would thereby dilute the interest of any party attempting to gain control of the
Company. Such action could discourage an acquisition of the Company, which
stockholders might view as desirable.

CREATION OF BLANK CHECK PREFERRED STOCK

     The amendment to the Articles of Incorporation will create: 1) 50,000,000
authorized shares of "blank check" preferred stock; 2) 45,000,000 shares of
"Series C Convertible Preferred Stock; and 3) 45,000,000 shares of Series D
Preferred Sock. The proposed Amendment to the Articles of Incorporation attached
as Exhibit "A" to this proxy statement contains provisions related to the "blank
check" preferred stock. The following summary does not purport to be complete
and is qualified in its entirety by reference to the proposed Amended and
Restated Articles of Incorporation as set forth in Exhibit "A."

     The term "blank check" refers to preferred stock, the creation and issuance
of which is authorized in advance by the stockholders and the terms, rights and
features of which are determined by the board of directors of the Company upon
issuance. The authorization of such blank check preferred stock would permit the


<PAGE>
board of directors to authorize and issue preferred stock from time to time in
one or more series.

     Subject to the provisions of the Company's Amended and Restated Articles of
Incorporation and the limitations prescribed by law, the board of directors
would be expressly authorized, at its discretion, to adopt resolutions to issue
shares, to fix the number of shares and to change the number of shares
constituting any series and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether the dividends are cumulative), dividend rates, terms
of redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of the
preferred stock, in each case without any further action or vote by the
stockholders. The board of directors would be required to make any determination
to issue shares of preferred stock based on its judgment as to the best
interests of the Company and its stockholders. The board of directors is seeking
stockholder approval of an amendment to the Articles of Incorporation which
would give the board of directors flexibility, without further stockholder
action, to issue preferred stock on such terms and conditions as the board of
directors deems to be in the best interests of the Company and its stockholders.

     The amendment will provide the Company with increased financial flexibility
in meeting future capital requirements by providing another type of security in
addition to its Common Stock, as it will allow preferred stock to be available
for issuance from time to time and with such features as determined by the board
of directors for any proper corporate purpose. It is anticipated that such
purposes may include exchanging preferred stock for Common Stock and, without
limitation, may include the issuance for cash as a means of obtaining capital
for use by the Company, or issuance as part or all of the consideration required
to be paid by the Company for acquisitions of other businesses or assets.

     Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing the number of outstanding shares entitled to vote and
by increasing the number of votes required to approve a change in control of the
Company. Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a party to
acquire control of the Company by tender offer or other means. Such issuances
could therefore deprive stockholders of benefits that could result from such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause. Moreover, the issuance of such additional shares of
preferred stock to persons friendly to the board of directors could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.

     While the amendment may have anti-takeover ramifications, the board of
directors believes that the financial flexibility offered by the amendment
outweighs any disadvantages. To the extent that the amendment may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
the Company to negotiate directly with the board of directors enabling the board
of directors to consider the proposed transaction in a manner that best serves
the stockholders' interests.

CREATION OF SERIES C CONVERTIBLE PREFERRED STOCK AND SERIES D PREFERRED STOCK.

     The Company intends to initiate an Issuers Tender Offer pursuant to Section
13 (e)(1) of the Securities Exchange Act of 1934, whereby it will offer existing
Common Stock holders, as of the Record Date, the option to exchange one share of
Common Stock for either one share of Series C Convertible Preferred Stock or one
Share of Series D Convertible Preferred Stock. Holders of the Series C
Convertible Preferred Stock shall receive dividends at the rate of 5% per annum
on the liquidation preference of $.30 per share, payable each March 31, June 30,
September 30 and December 31, commencing with the first such date following the
issuance of such stock.  The holders of Series C Convertible Preferred Stock
shall be entitled, after two years from the initial issuance of the Series C
Convertible Preferred Stock and from time to time thereafter until five years
from the initial issuance, at which time such entitlement shall expire, to
convert all or portions of the Series C Convertible Preferred Stock held by such
Holder, on a one for one basis into shares of the Common Stock, together with


<PAGE>
the payment by the holder of $1.00 per converted share.  The Series D Preferred
Stock shall receive dividends at the rate of 7% per annum on the liquidation
preference of $.50 per share, payable each March 31, June 30, September 30 and
December 31, commencing with the first such date following the issuance of such
stock. Upon the sale of substantially all of the stock or assets of the
Corporation in a non-public transaction or dissolution, liquidation, or winding
up of the Corporation, whether voluntary or involuntary, the holders of the
Series C Convertible Preferred Stock and Series D Preferred Stock shall be
entitled to receive out of the assets of the Corporation, before any
distribution or payment is made upon the Common Stock or any other series of
Preferred Stock, an amount in cash equal to $.30 per share and $.50 per share,
respectively, plus any accrued but unpaid dividends.  The holders of the Series
C Convertible Preferred Stock and Series D Preferred Stock shall have no voting
rights, except as required by law.

     It is not possible to state the effects of the proposed amendment upon the
rights of holders of Common Stock until the board of directors determines the
respective rights of the holders of one or more series of preferred stock.  The
effects of the issuance of Series C Convertible Preferred Stock and Series D
Preferred Stock in connection with the exchange offer could include (i)
reduction of the amount of cash otherwise available for payment of dividends on
Common Stock, if any, (ii) restrictions on dividends on Common Stock, (iii)
dilution of the voting power of Common Stock, and (iv) restrictions on the
rights of holders of Common Stock to share in the Company's assets on
liquidation until satisfaction of any liquidation preference granted to the
holders of such subsequently designated series of preferred stock.

                             ADDITIONAL INFORMATION

     The Company's annual report on Form 10-KSB for the fiscal year ended
September 31, 2000 and quarterly report on Form 10-QSB for the quarter ended
June 30, 2001 are being delivered to you with this Information Statement. The
Company will furnish a copy of any exhibit thereto or other information upon
request by a stockholder to Pamela Thompson, Chief Financial Officer, YP.NET,
INC., 4840 East Jasmine St. #105, Mesa, Arizona 85205 (480) 654-9646.



                                             By Order of the Board of Directors,

                                             /s/  Angelo  Tullo

                                             Angelo  Tullo
                                             Chief  Executive  Offer

Mesa,  Arizona
November,  2001


<PAGE>
                                    EXHIBIT A


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

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

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

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

          Capital Stock. The Corporation is authorized to issue two classes
          --------------
     of  stock. One class of stock shall be Common Stock, par value $0.001.
     The  second class of stock shall be Preferred Stock, par value $0.001.
     The  Preferred  Stock,  or  any  series  thereof,  shall   have   such
     designations,  preferences  and  relative,  participating, optional or
     other  special  rights and qualifications, limitations or restrictions
     thereof  as  shall  be  expressed  in  the  resolution  or resolutions
     providing  for  the  issue  of  such  stock  adopted  by  the board of
     directors  and  may be made dependent upon facts ascertainable outside
     such  resolution  or  resolutions  of the board of directors, provided
     that  the  matter   in  which  such  facts  shall  operate  upon  such
     designations,  preferences,  rights and qualifications; limitations or
     restrictions of such class or series of stock is clearly and expressly
     set  forth in the resolution or resolutions providing for the issuance
     of  such  stock  by  the  board  of  directors.

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

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

     Totals:                                  240,000,000


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

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

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

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

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

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

          (a)    The  holders  of  outstanding  shares  of  Series C Convertible
Preferred  Stock  and  Series  D  Preferred  Stock  shall be equally entitled to
receive  preferential  dividends  in  cash  out  of any funds of the Corporation
legally  available  at  the  time  for declaration of dividends, at the dividend
rates  applicable  to each such series, as set forth herein, before any dividend
or  other distribution will be paid or declared and set apart for payment on any
shares  of  any Common Stock, or other class of stock presently authorized or to
be  authorized  (the  Common  Stock,  and  such  other  stock  being hereinafter
collectively  the  "Junior Stock") as follows: 1) Series C Convertible Preferred
Stock  shall  receive  dividends  at the rate of 5% per annum on the liquidation
preference  per share, payable each March 31, June 30, September 30 and December
31,  commencing  with  the first such date following the issuance of such stock;
and  2)  1) Series D Preferred Stock shall receive a rate of 7% per annum on the
liquidation  preference  per share, payable each March 31, June 30, September 30
and  December  31, commencing with the first such date following the issuance of
such  stock.  Dividends  shall  accumulate  from the date of issuance, until the
first  payment  date, at which time all accumulated dividends and dividends from
the  date of issuance shall be paid if funds are legally available at such time.
If  funds  are  not  legally available at such time, dividends shall continue to
accumulate  until  they  can  be  paid  from  legally  available  funds.

          (b)    The  dividends  on  the  Series  C  Convertible Preferred Stock
and  Series  D  Preferred  Stock at the rates provided above shall be cumulative


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

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

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

     Upon  the  sale  of  substantially  all  of  the  stock  or  assets  of the
Corporation  in a non-public transaction or dissolution, liquidation, or winding
up  of  the  Corporation,  whether  voluntary or involuntary, the holders of the
Series  C  Convertible  Preferred  Stock  and  Series D Preferred Stock shall be
entitled  to  receive  out  of  the  assets  of  the  Corporation,  before  any
distribution  or  payment  is  made upon the Common Stock or any other series of
Preferred  Stock,  an amount in cash equal to $.30 per share and $.50 per share,
respectively,  plus  any  accrued  but  unpaid  dividends  (or,  if  there be an
insufficient  amount  to  pay all Series C Convertible Preferred Stockholders or
Series  D  Preferred  Stock,  then  ratably  among  such  holders).

          D.    Voting  Rights.
                --------------

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

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

          (a)  Holder's  Right  to  Convert.

               (i)    Conversion.  The record Holder of the Series C Convertible
Preferred  Stock shall be entitled, after two years from the initial issuance of
the  Series  C  Convertible  Preferred  Stock  and  from  time  to  time


<PAGE>
thereafter  until  five  years  from  the  initial  issuance, at which time such
entitlement shall expire, at the office of the Company or any transfer agent for
the  Series  C  Convertible  Preferred  Stock, to convert all or portions of the
Series C Convertible Preferred Stock held by such Holder, on a one for one basis
into  shares  of  the Common Stock, together with payment by the holder of $1.00
per  converted  share.

               (ii)    Mechanics  of  Conversion.  In  order to convert Series C
Convertible  Preferred  Stock into full shares of Common Stock, the Holder shall
(i)  transmit a facsimile copy of the fully executed notice of conversion in the
form attached hereto ("Notice of Conversion") to the Company, which notice shall
specify  the  number  of  shares  of  Series C Convertible Preferred Stock to be
converted,  prior  to  midnight,  New  York  City  time  (the "Conversion Notice
Deadline"), on the date of conversion specified on the Notice of Conversion, and
(ii)  promptly surrender the original certificate or certificates therefor, duly
endorsed,  and  deliver  the  original  Notice of Conversion by either overnight
courier  or 2-day courier, to the office of the Company or of any transfer agent
for the Series C Convertible Preferred Stock, together with payment by certified
or bank check for $1.00 per converted share; provided, however, that the Company
shall  not  be  obligated  to issue certificates evidencing the shares of Common
Stock  issuable  upon  such conversion unless either the certificates evidencing
such  Series  C  Convertible Preferred Stock are delivered to the Company or its
transfer  agent  as  provided  above  or  the Holder notifies the Company or its
transfer  agent that such certificates have been lost, stolen or destroyed. Upon
receipt by the Company of evidence of the loss, theft, destruction or mutilation
of the certificate or certificates ("Stock Certificates") representing shares of
Series  C  Convertible  Preferred  Stock  and  (in  the  case  of loss, theft or
destruction)  of  indemnity  or security reasonably satisfactory to the Company,
and  upon  surrender and cancellation of the Stock Certificate(s), if mutilated,
the Company shall execute and deliver new Stock Certificate(s) of like tenor and
date.  No  fractional  shares of Common Stock shall be issued upon conversion of
the  Series  C  Convertible  Preferred Stock. In lieu of any fractional share to
which the Holder would otherwise be entitled, the Company shall pay cash to such
Holder in an amount equal to such fraction multiplied by the value of the Common
Stock  as  determined  in good faith by the Company's Board of Directors. In the
case  of  a dispute as to the calculation of the Conversion Price, the Company's
calculation  shall  be  deemed  conclusive  absent  manifest  error.


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

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

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


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

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



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


<PAGE>

</TEXT>
</DOCUMENT>
