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): February 6, 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.  EXHIBIT

     On February 6, 2004, YP.Net, Inc. (the "Company"), released an Investor
Fact Sheet outlining details regarding YP.Net, Inc.'s Investor Incentives, Key
Investor Facts, Web Site Address, Investor Contact and a Company Profile.
Additionally, the Investor Fact Sheet includes information regarding
Initiatives/Milestones of The Company, The High Growth of the Internet Yellow
Pages Industry, Service Benefits and Competitive Advantages. The Investor Fact
Sheet also includes graphs demonstrating the OTCBB: YPNT Business Model
Providing Outstanding Financial Performance, and YPNT Valuation as Modest
Despite Price Appreciation.


                                  EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

99.1             Investor Fact Sheet regarding: Investor Incentives, Key
                 Investor Facts, Web Site Address, Investor Contact and a
                 Company Profile.






                                   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: February 6, 2004                       /s/ ANGELO TULLO
                                             ------------------
                                             Angelo Tullo,
                                             Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

99.1             Investor Fact Sheet regarding: Investor Incentives, Key
                 Investor Facts, Web Site Address, Investor Contact and a
                 Company Profile.