SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                  _____________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported) is February 11, 2004

                                  YP.NET, INC.
             (Exact name of registrant as specified in its charter)


            NEVADA                      000-24217                85-0206668
-------------------------------   ----------------------  ----------------------
(State or other jurisdiction of  (Commission File Number)      (IRS Employer
 incorporation or jurisdiction)                           Identification Number)


4940 E. JASMINE STREET, SUITE 105, MESA,                  85205
                ARIZONA
----------------------------------------                ----------
         (Address of principal                          (Zip Code)
           executive office)



Registrant's telephone number, including area code: (480) 654-9646



Item  7.  EXHIBITS.

EXHIBIT NO.    ITEM
-----------    ----

99.1           Press   Release   dated   February   11,   2004
               reporting the Registrant's earnings for the first
               fiscal quarter ended December 31, 2003.


Item  12.  RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION.

On February 11, 2004, YP.Net, Inc. issued a press release announcing its
earnings for the first fiscal quarter ended December 31, 2003.  A copy of the
press release is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1934, except as shall be expressly set forth by specific reference in
such filing.

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Date:  February 11, 2004                    YP.NET,  INC.

                                            /s/  Angelo Tullo
                                            --------------------------------
                                            Angelo Tullo, Chairman and Chief
                                            Executive Officer


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