UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 YP.Net, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 987824109 - -------------------------------------------------------------------------------- (CUSIP Number) Angelo Tullo Sunbelt Financial Concepts, Inc. 4710 E. Falcon Drive, #205A Mesa, Arizona, 85215 (480) 654-9646 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 20, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of $$240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See $240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 987824109 ================================================================================ 1. NAMES OF REPORTING PERSON: Sunbelt Financial Concepts, Inc. ================================================================================ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ================================================================================ 3. SEC USE ONLY ================================================================================ 4. SOURCE OF FUNDS: OO - Grant for Services ================================================================================ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] ================================================================================ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada ================================================================================ NUMBER OF 7. SOLE VOTING POWER: 3,875,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER: OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 3,875,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,875,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8% 14. TYPE OF REPORTING PERSON (See Instructions): CO 2 CUSIP No. 987824109 ================================================================================ 1. NAMES OF REPORTING PERSON: Angelo Tullo ================================================================================ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ================================================================================ 3. SEC USE ONLY ================================================================================ 4. SOURCE OF FUNDS: OO - Grant for Services ================================================================================ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): [ ] ================================================================================ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States ================================================================================ NUMBER OF 7. SOLE VOTING POWER: 450,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER: 3,875,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 450,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: 3,875,000 ================================================================================ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,325,000 ================================================================================ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions): [ ] ================================================================================ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9% ================================================================================ 14. TYPE OF REPORTING PERSON (See Instructions): IN ================================================================================ 3 ITEM 1. SECURITY AND ISSUER This joint statement on Schedule 13D relates to the shares of Common Stock, Par Value $.001 Per Share (the "Common Stock"), of YP.Net, Inc., A Nevada corporation (the "Company"), which has its principal executive offices at 4840 E. Jasmine Street, Suite 105, Mesa, Arizona 85205. ITEM 2. IDENTITY AND BACKGROUND This statement is jointly filed by Sunbelt Financial Concepts, Inc., a Nevada corporation ("Sunbelt"), the principle business and office of which is located at 4710 E. Falcon Drive, #205A, Mesa, Arizona, 85215 and by Angelo Tullo, the President of Sunbelt and the President and Chief Executive Officer of the Company. Mr. Tullo's principle business address is that of the Company at 4840 E. Jasmine Street, Suite 105, Mesa, Arizona 85205. The principle business of Sunbelt is business consulting and management. (d) During the last five years, neither Sunbelt nor Mr. Tullo has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Sunbelt nor Mr. Tullo has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION There were no funds used to acquire the shares of Common Stock held by Sunbelt. These shares were issued to Sunbelt as stock compensation for services to be rendered to the Company by Sunbelt, through its employees. ITEM 4. PURPOSE OF TRANSACTION Sunbelt acquired the shares of Common Stock for compensatory and investment purposes only. Sunbelt has no plans or proposals which relate to or would result in any of the actions listed in Items 4(a) through 4(j) of Schedule 13D. Depending on market conditions and other factors, Sunbelt may purchase additional shares of Common Stock, or may sell or dispose of all or portions of its Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date of this statement, Sunbelt beneficially owns 3,875,000 shares of Common Stock, which represents approximately 8% of the Company's outstanding Common Stock. Sunbelt has sole voting and dispositive power with respect to such shares. Angelo Tullo is the direct owner of 450,000 shares of Common Stock. Additionally, as President of Sunbelt, he may be deemed to beneficially own and to have shared voting and dispositive power over 3,875,000 shares of Common Stock owned by Sunbelt. Accordingly, Mr. Tullo may be deemed to beneficially own in the aggregate 4,325,000 shares of Common Stock, or approximately 9% of the outstanding Common Stock. There were no other transactions in the Common Stock affected by Sunbelt or Mr. Tullo since the acquisition of the 3,875,000 shares by Sunbelt other than: (i) the disposition of 125,000 shares by Sunbelt on August 26, 2003; and (ii) the acquisition of 150,000 shares by Mr. Tullo in the form of restricted stock grants that were issued to Mr. Tullo as additional compensation. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Of the shares beneficially owned by Mr. Tullo, 150,000 shares are subject to restrictions on transfer pursuant to a restricted stock agreement. These transfer restrictions lapse based on certain Company performance goals, length of service and change of control. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Joint filing agreement of the signatories to this statement. Exhibit B Restricted Stock Agreement 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Schedule 13D hereby constitutes and appoints Angelo Tullo with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Schedule 13D, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: March 15, 2004 SUNBELT FINANCIAL CONCEPTS, INC., A NEVADA CORPORATION /s/ Angelo Tullo ------------------------------------------ Angelo Tullo, President ANGELO TULLO /s/ Angelo Tullo ----------------------------------------- 5 Exhibit Index Exhibit A Joint filing agreement of the signatories to this Statement. Exhibit B Restricted Stock Agreement 6 EXHIBIT A JOINT FILING AGREEMENT Each of the undersigned agrees that the Statement on Schedule 13D filed herewith (and any amendments thereto) relating to shares of Common Stock of YP. Net, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended on behalf of each of the undersigned. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Dated: March 15, 2004 SUNBELT FINANCIAL CONCEPTS, INC., A NEVADA CORPORATION /s/ Angelo Tullo ------------------------------------------ Angelo Tullo, President ANGELO TULLO /s/ Angelo Tullo ------------------------------------------ 7 EXHIBIT B YP.NET, INC. 2003 STOCK PLAN RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the "Agreement") is entered into between YP.NET, Inc., a Nevada corporation (the "Company"), and _____________ (the "Grantee"), as of _______ __, 2004 ("Date of Grant"). RECITALS A. The Company has adopted the YP.NET, Inc. 2003 Stock Plan ("Plan") to provide an incentive to employees and non-employee service providers of the Company (or a Subsidiary) to attract and retain employees and non-employee service providers whose services are considered unusually valuable by providing those individuals and entities an opportunity to have a proprietary interest in the success of the Company. B. The Company believes that entering into this Restricted Stock Agreement with the Grantee is consistent with the above stated purposes. Any capitalized term not otherwise defined will have the meaning ascribed to it in the Plan. NOW, THEREFORE, in consideration of the mutual covenants and conditions in this Agreement and for other good and valuable consideration, the Company and the Grantee agree as follows: 1. GRANT OF STOCK. ---------------- Subject to the terms of this Agreement, the Company hereby grants _________ shares of the Company's common stock, $.001 par value (the "Stock") to the Grantee. The delivery of any documents evidencing the Stock granted pursuant to this Agreement shall be subject to the provisions of Section 5 below. --------- 2. RIGHTS OF GRANTEE. ------------------- Upon the execution of this Agreement, the Grantee will become a shareholder with respect to all of the Stock granted to him pursuant to Section ------- 1 and will have all of the rights of a shareholder in the Company with respect - - to all such Stock including the right to vote and receive dividends; provided, -------- however, that such Stock will be subject to the restrictions set forth in this - ------- Agreement. 3. RESTRICTIONS ON STOCK SUBJECT TO THIS AGREEMENT. ----------------------------------------------------- A. GENERAL. ------- Except as set forth in this Agreement, the Grantee will transfer those shares of Stock for which the restrictions have not lapsed under Section 4 --------- to the Company immediately and without any payment to the Grantee if the Grantee's employment or status as a non-employee service provider with the Company (or its Subsidiary) is terminated for any reason. Notwithstanding the foregoing, in the event that Grantee's employment or status as a non-employee service provider with the Company (or its Subsidiary) is terminated six months or more after the Date of Grant as a result of Grantee's death or Disability (as defined in the Plan), Grantee or Grantee's beneficiaries, as applicable, will be permitted to retain the Stock subject to the continuing restrictions set forth in this Agreement. B. LIMITATIONS ON TRANSFER. ------------------------- Unless approved by the Committee or the Board, the Grantee agrees not to sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of any shares of Stock under this Agreement ("Transfer") before the date on which the restrictions on those shares of Stock lapse in accordance with Section 4. --------- Any attempted disposition of the Stock in violation of the preceding sentence will be null and void, and the Company will not recognize or give effect to such transfer on its books and records or recognize the person or persons to whom such proposed transfer has been made as the legal or beneficial owner of the shares of Stock. In the event that a Transfer is approved by the Committee or the Board, the Grantee must, prior to consummating or effecting a Transfer, first obtain the written agreement of the transferee to be bound by the terms of this Agreement as if such transferee were deemed the original "Grantee." 4. LAPSE OF RESTRICTIONS. ----------------------- A. SCHEDULE. -------- Subject to the other conditions in this Section 4, the --------- restrictions on the Stock set forth in Section 3 will lapse in accordance with --------- the following schedule, subject to and as adjusted for, in the case of closing prices of the Company's common stock, stock splits, reverse stock splits, combinations, reclassifications and the like: 8