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<SEC-DOCUMENT>0001015402-04-000753.txt : 20040301
<SEC-HEADER>0001015402-04-000753.hdr.sgml : 20040301
<ACCEPTANCE-DATETIME>20040301171358
ACCESSION NUMBER:		0001015402-04-000753
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040226
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YP NET INC
		CENTRAL INDEX KEY:			0001045742
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				850206668
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24217
		FILM NUMBER:		04640177

	BUSINESS ADDRESS:	
		STREET 1:		4840 E JASMINE ST
		STREET 2:		STE 110
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020
		BUSINESS PHONE:		4806549646

	MAIL ADDRESS:	
		STREET 1:		4840 EAST JASMINE STREET
		STREET 2:		SUITE 105
		CITY:			MESA
		STATE:			AZ
		ZIP:			85020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RIGL CORP
		DATE OF NAME CHANGE:	19980707

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
		DATE OF NAME CHANGE:	19980115
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                       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



<PAGE>
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



                                        2
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
              YP.NET ENDS LOAN AGREEMENTS WITH MAJOR SHAREHOLDERS

MESA, Ariz.--(BUSINESS WIRE)--Feb. 26, 2004--YP.Net, Inc., (OTCBB:YPNT - News) a
                                                                  ----   ----
leading provider of Internet Yellow Pages and related services, announced today
that it is terminating its loan agreements with two major shareholders in favor
of paying dividends to all shareholders.

The loan agreements involved Morris & Miller Ltd. and Matthew and Markson Ltd.,
generally referred to in the Company's public filings as "the M&Ms." The M&Ms
are both Antiguian partnerships that obtained their ownership of YP.Net common
stock as a result of the Company's previous acquisition of Telco Billing, Inc.,
the Company's wholly-owned subsidiary and the entity out of which the majority
of its operations are conducted.

As part of the purchase of Telco Billing in 1999, and subsequent renegotiation,
the M&Ms each had a revolving line of credit with the Company. The new agreement
terminates the revolving lines of credit on April 9, 2004. As part of the new
agreement, YP.Net will make final loans to the M&Ms and will continue to hold a
significant amount of the M&Ms YP.Net stock, which was pledged as collateral for
repayment of the outstanding loans.

"Under the new agreements, the M&Ms, who are neither officers, directors nor
members of our management, will be treated like all other shareholders, without
any special rights or privileges," said YP.Net CEO Angelo Tullo. "Like the other
shareholders, the M&Ms will receive dividends. However, the amount paid to them
in dividends will be significantly less than the amount they could have received
under the now-terminated loan agreements," explained Tullo.

About YP.Net Inc.

YP.Net Inc., a leading provider of Internet-based Yellow Pages services, offers
an Internet Advertising Package ("IAP") that includes a Mini-WebPage(TM) and
Preferred Listing through its Yellow Pages Web site at www.YP.com. The company's
                                                       ----------
Web site contains listings for approximately 18 million businesses in the United
States and 150 million individuals in the United States and Canada. As of
December 31, 2003, YP.Net Inc. has 283,064 IAP advertisers.

YP.Net also provides an array of other Internet services that complement its
Yellow Pages Web site, including an Internet Dial-Up Package(TM) (dial-up
Internet access) and QuickSite(TM) (Web site design & hosting services).

YP.Net is a longstanding member, exhibitor and sponsor of the two major Yellow
Pages trade associations -- Yellow Page Integrated Media Association (YPIMA),
the major trade association of Yellow Pages publishers throughout the world, and
the Association of Directory Publishers (ADP), which mostly represents
independent Yellow Pages publishers. YP.Net Inc. is based in Mesa, Ariz. For
more information, visit the Web site at www.YP.com.

Forward-looking Statements

This press release includes statements that constitute "forward-looking
statements," which are often characterized by the terms "may," "believes,"
"projects," "expects," or "anticipates," and do not reflect historical facts.
Specific forward-looking statements contained in this press release include, but
are not limited to the Company's intention to pay future dividends.

Forward-looking statements involve risks, uncertainties and other factors that
may cause actual results, performance or achievements of YP.Net and its
subsidiary to be materially different from those expressed or implied by such
forward-looking statements. Factors that could affect the Company's results and
cause them to materially differ from those contained in the forward-looking
statements contained herein include, without limitation the Company's failure to
attract or obtain new Internet


<PAGE>
Advertising Package customers, to realize the desired results of its marketing
and solicitation efforts or the failure to launch its branding campaign.

Other factors that may affect forward-looking statements and the Company's
business generally include but are not limited to: (i) the success of existing
competitors and the introduction of new competitors in the market; (ii) the
impact of existing or new regulation on the Company's marketing and solicitation
efforts; (iii) risk factors and cautionary statements made in the Company's
Annual Report on Form 10-KSB for the period ended September 30, 2003 and any
subsequent Quarterly Reports on Form 10-QSB; and (iv) other factors that YP.Net
is currently unable to identify or quantify, but may exist in the future.

Forward-looking statements speak only as of the date the statement was made.
YP.Net does not undertake and specifically declines any obligation to update any
forward-looking statements.



_______________
Contact:
     YP.Net Inc., Mesa
     Roger Bedier, 480-654-9646, ext. 1239
     Fax: 480-654-9747




<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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