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 January 7, 2004


                                  YP.NET, INC.

             (Exact name of registrant as specified in its charter)

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


4940 E. JASMINE STREET, SUITE 105, MESA, ARIZONA                85205
- ------------------------------------------------        -----------------------
           (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             Letter to Shareholders dated January 7, 2004.

Item 5.   OTHER EVENTS.

On  January  5, 2004, YP.Net, Inc. release to its shareholders, via a posting on
its website, a letter from the Registrant's Chief Executive Officer and Chairman
of  the  Board.  A  copy  of  the  letter  is  attached  as  Exhibit  99.1.


                                      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:  January 7, 2004                         YP.NET, INC.



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


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