SEC Info - Sunbelt Financial Concepts Inc, et al. - ‘SC 13D’ on 3/15/04 re: Livedeal Inc

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Sunbelt Financial Concepts Inc, et al. – ‘SC 13D’ on 3/15/04 re: Livedeal Inc

On: Monday, 3/15/04, at 11:59am ET · Accession #: 1015402-4-989 · File #: 5-54395

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/15/04  Sunbelt Financial Concepts Inc    SC 13D                 1:27K  Livedeal Inc                      Summit Fin’l Printing/FA
          Angelo Tullo

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     42K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

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 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).                                                                         

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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                            

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

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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                

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 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            
             -----------------------------------------

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Exhibit Index                                                                   

Exhibit A     Joint filing agreement of the signatories to this Statement.      
Exhibit B     Restricted Stock Agreement                                        

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 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

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 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:                                   

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                                                        [Enlarge/Download Table]

                     DATE RESTRICTION LAPSES                        PERCENTAGE OF STOCK BECOMES
               (earlier to occur of the following)                          UNRESTRICTED       
                                                                                               
                Tenth Anniversary of Date of Grant                              100%           

            Change of Control (as defined in the Plan)                          100%           

Date that Company's common stock as listed on the Over-the-Counter               20%           
   Bulletin Board, Nasdaq, the American Stock Exchange, The New                                
  York Stock Exchange, or a similar exchange or quotation system                               
   ("EXCHANGE") reaches an average closing price of $5 for three                               
                     consecutive trading days                                                  

Date that Company's common stock as listed on an Exchange reaches                40%           
an average closing price of $6 for three consecutive trading days                              

Date that Company's common stock as listed on an Exchange reaches                60%           
an average closing price of $7 for three consecutive trading days                              

Date that Company's common stock as listed on an Exchange reaches                80%           
an average closing price of $8 for three consecutive trading days                              

Date that Company's common stock as listed on an Exchange reaches               100%           
an average closing price of $9 for three consecutive trading days                              

               Notwithstanding the above, if the Grantee's employment or service
is terminated for Cause (as defined in the Plan), the Grantee will be required  
to transfer all shares of Stock set forth in Section 1 (whether or not subject  
                   ---------
to restrictions set forth in Section 3) back to the Company for no              
---------             
consideration.                                                                  

               B.     CONDITION  THAT  MUST  BE  SATISFIED  BEFORE  RESTRICTIONS
                      ----------------------------------------------------------
LAPSE.                                                                          
-----                                                                           

              The restrictions on the Stock subject to this Agreement will not
lapse unless the Grantee is employed by, or is providing services to, the       
Company (or a Subsidiary) as of the date the restrictions lapse in accordance   
with the above schedule.                                                        

5.     SECURITIES  ACT.                                     
---------------                               

A.     REGISTRATION.                              
------------                        

               The Company will have the right, but not the obligation, to cause
the Stock issuable hereunder to be registered under the appropriate rules and   
regulations of the Securities and Exchange Commission.                          

B.     CONDITION  ON  DELIVERY  OF  STOCK.        
----------------------------------  

             The Company will not be required to deliver any shares of Stock
if, in the opinion of counsel for the Company, the issuance would violate the   
Securities Act of 1933 or any other applicable federal or state securities laws 
or regulations.  The Company may require the Grantee, prior to or after the     
issuance of any such Stock, to sign and deliver to the Company a written        
statement ("Investment Letter") in form and content acceptable to the Company in
its sole discretion.  Grantee agrees (i) that the Grantee is acquiring the Stock
for investment and not with a view to the sale or distribution thereof,  (ii)   
that the Grantee will not sell any Stock received hereunder that remains subject
to restrictions except with the prior written approval of the Company, and (iii)
that Grantee will comply with the Securities Act of 1933 or other applicable    
federal or state securities laws and regulations.                               

C.     LEGEND.                                    
------                              

              If the Stock has not been registered under the Securities Act of
1933 or other applicable federal or state securities laws or regulations, such  
shares will bear a legend restricting the transferability.  The legend will be  
substantially in the following form:                                            

"The  Stock  represented  by  this certificate have not been
registered  or  qualified  under federal or state securities
laws.  The Stock may not be offered for sale, sold, pledged,
or  otherwise disposed of unless so registered or qualified,
unless an exemption exists or unless such disposition is not
subject  to  the  federal  or state securities laws, and the
availability of any exemption or the inapplicability of such
securities  laws  must  be  established  by  an  opinion  of
counsel,  which  opinion  of  counsel  will  be  reasonably 
satisfactory  to  the  Company."                            

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6.     REPRESENTATIONS  OF  GRANTEE.                        
----------------------------                  

     In connection with Grantee's receipt of the Stock, Grantee hereby
represents and warrants to the Company as follows:                              

A.     FURTHER  LIMITATIONS  ON  DISPOSITION.     
 -------------------------------------

           Grantee understands and acknowledges that he may not make any
disposition, sale, or transfer (including transfer by gift or operation of law) 
of all or any portion of the Stock except as provided in this Agreement.        
Moreover, Grantee agrees to make no disposition of all or any portion of the    
Stock unless and until:  (i) there is then in effect a registration statement   
under the Securities Act of 1933 covering such proposed disposition and such    
disposition is made in accordance with said Registration Statement; (ii) the    
resale provisions of Rule 701 or Rule 144 are available in the opinion of       
counsel to the Company; or (iii)(A) Grantee notifies the Company of the proposed
disposition and has furnished the Company with a detailed statement of the      
circumstances surrounding the proposed disposition, (B) Grantee furnishes the   
Company with an opinion of Grantee's counsel to the effect that such disposition
will not require registration of such Stock under the Securities Act, and (C)   
such opinion of Grantee's counsel shall have been concurred with by counsel for 
the Company and the Company shall have advised Grantee of such concurrence.     

B.     DETERMINATION  OF  FAIR  MARKET  VALUE.    
  --------------------------------------

         Grantee understands Fair Market Value of the Stock shall be
determined in accordance with Section 3.1(k) of the Plan.                       

C.     SECTION  83(b)  ELECTION.                  
------------------------            

              Grantee understands that Section 83 of the Internal Revenue Code
of 1986 (the "Code") taxes as ordinary income the difference between the amount 
paid for the Stock and the fair market value of the Stock as of the date any    
restrictions on the Stock lapse.  In this context, "restriction" means the      
restrictions set forth in Section 3.  The Grantee understands that he may elect 
---------                   
to be taxed at the time the Stock is granted rather than when and as the Stock  
vests by filing an election under Section 83(b) of the Code with the Internal   
Revenue Service within 30 days from the Date of Grant.  The Grantee understands 
that failure to make this filing timely will result in the recognition of       
ordinary income by the Grantee, as the Stock vests, on the Fair Market Value of 
the Stock at the time such restrictions lapse.                                  

THE  GRANTEE  ACKNOWLEDGES  THAT  IT  IS  THE GRANTEE'S SOLE
RESPONSIBILITY  AND  NOT  THE  COMPANY'S  TO FILE TIMELY THE
ELECTION  UNDER  SECTION 83(b), EVEN IF THE GRANTEE REQUESTS
THE  COMPANY  OR  ITS REPRESENTATIVES TO MAKE THIS FILING ON
THE  GRANTEE'S  BEHALF.                                     

7.     NONTRANSFERABILITY  OF  AGREEMENT.                   
---------------------------------             

          Unless approved by the Committee or the Board, this Agreement will not
be transferable by the Grantee during his life other than by will or pursuant to
applicable laws of descent and distribution.  Unless approved by the Committee  
or the Board, any rights and privileges of the Grantee will not be transferred, 
assigned, pledged, or hypothecated by the Grantee, or by any other person or    
persons, in any way, whether by operation of law, or otherwise, and will not be 
subject to execution, attachment, garnishment or similar process.  In the event 
of any such occurrence, this Agreement will automatically be terminated and will
thereafter be null and void.                                                    

8.     FEDERAL  AND  STATE  TAXES.                          
--------------------------                    

          The Grantee may incur certain liabilities for federal, state, or local
taxes and the Company may be required by law to withhold taxes.  Upon           
determination of the year in which such taxes are due and the determination by  
the Company of the amount of taxes required to be withheld, the Grantee shall   
pay an amount equal to the amount of federal, state, or local taxes required to 
be withheld to the Company.                                                     

9.     ADJUSTMENT  OF  SHARES.                              
----------------------                        

         The number of shares of Stock granted to the Grantee pursuant to this
Agreement will be proportionately adjusted in the event of any recapitalization,
forward or reverse split, reorganization, merger, consolidation, spin-off,      
combination, repurchase, or share exchange, or other similar corporate          
transaction or event affecting the Stock all as set forth in Article 11 of the  
                                                    ----------
Plan.                                                                           

10.     AMENDMENT  OF  THIS  AGREEMENT.                     
------------------------------              

       This Agreement may only be amended with the written approval of the
Grantee and the Company.                                                        

11.     GOVERNING  LAW.                                     
--------------                              

   This Agreement shall be governed in all respects, whether as to
validity, construction, capacity, performance, or otherwise, by the laws of the 
State of Arizona.                                                               

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12.     SEVERABILITY.                                       
------------                                

       In the event that a court of competent jurisdiction determines that
any portion of this Agreement is in violation of any statute or public policy,  
then only the portions of this Agreement which violate such statute or public   
policy shall be stricken.  All portions of this Agreement which do not violate  
any statute or public policy shall continue in full force and effect.  Further, 
any court order striking any portion of this Agreement shall modify the stricken
terms as narrowly as possible to give as much effect as possible to the         
intentions of the parties under this Agreement.                                 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its 
duly authorized representative and Grantee has signed this Agreement as of the  
day and year first written above.                                               

          YP.NET, INC.

                                 By:________________________________

                                 Its:_______________________________

                                 ___________________________________
     GRANTEE

                 Address of Grantee:
                            ______________________________
                            ______________________________
                            ______________________________
                            phone:  (____)________________
                            e-mail:  _____________________

 [Signature Page to YP.NET, Inc. Restricted Stock Agreement]

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	3/15/04	5	7	8-K
	8/26/03	4		4
	9/20/02	1		DEF 14A
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Filing Submission 0001015402-04-000989 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sunbelt Financial Concepts Inc, et al. – ‘SC 13D’ on 3/15/04 re: Livedeal Inc

On: Monday, 3/15/04, at 11:59am ET · Accession #: 1015402-4-989 · File #: 5-54395

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents