UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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


         Date of Report (Date of earliest reported event): April 2, 2004


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


              NEVADA                 000-24217                85-0206668
   (State or other jurisdiction     (Commission             (IRS Employer
        of  Incorporation)          File Number)          Identification No.)



   4840 EAST JASMINE STREET, SUITE 105, MESA, ARIZONA           85205
        (Address of principal executive offices)              (Zip Code)


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


ITEM  7.  EXHIBITS.

EXHIBIT  NO.     ITEM
99.1             Letter  to  Stockholders

ITEM 9.  REGULATION FD DISCLOSURE

     YP.Net, Inc. (the "Company") intends to distribute the attached letter to
attendees at the Company's 2004 Annual Meeting of Stockholders to be held April
2, 2004.  This document is being disclosed pursuant to Regulation FD.
Accordingly, 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.

                                          YP.NET,  INC.


Date:  April  2,  2004                    /s/  ANGELO  TULLO
                                          ------------------
                                          Angelo  Tullo,
                                          Chief Executive Officer


                                        2