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 26, 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             Press Release dated February 26, 2004 reporting the
                 Registrant's termination of loan agreements with major
                 shareholders




Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 26, 2004, YP.Net, Inc. issued a press release announcing the
termination of loan agreements with major shareholders. 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 26, 2004                       YP.NET, INC.



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



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