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 2