-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 QCu3HA7g76WfPsCYz9zf46t/ajCauAT7N1Us9eU/JEcM1wKOH1zBuXm1u3SyrI27
 5J62pogSYh/BD/I+IH405g==

<SEC-DOCUMENT>0001015402-04-001345.txt : 20040402
<SEC-HEADER>0001015402-04-001345.hdr.sgml : 20040402
<ACCEPTANCE-DATETIME>20040402085105
ACCESSION NUMBER:		0001015402-04-001345
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040402
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040402

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:		04711318

	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>
                                  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


<PAGE>
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
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


                                  April 2, 2004


Dear YP.Net Stockholders:


     I  would  like  to  thank you for your attendance at this Annual Meeting of
Stockholders.  We  are extremely excited about the progress that the Company has
made  over  the  past  year,  as  well  as  the direction in which we are going.
Accordingly,  I  would  like to comment upon the events of the past year and our
strategy  moving  forward.

I  will  briefly  touch  upon  four  major  issues:

     -    Our financial performance through fiscal 2003 and how it has continued
          in  the  first  quarter  of  2004.

     -    The  business  strategy that we have followed throughout the past year
          and  our  focus  going  forward.

     -    The  major  recent  events  that  have  impacted  the  company.

     -    The  challenges  that  we  have  faced  over the past year and what we
          anticipate  in  the  future.

FINANCIAL  PERFORMANCE

     First,  with  regard  to  financial  performance,  you  have  received  an
investor's  kit  that provides detailed financial statements for both the fiscal
year  2003  and  the  first quarter of 2004.  However, I would like to summarize
broadly  the  Company's  recent  financial  performance.

     -    Revenues increased remarkably to $30.8 million in 2003, an increase of
          144% over the prior year. This outstanding increase continued into the
          first  quarter  of  fiscal  2004,  during which revenues reached $13.9
          million,  a  152%  increase  over  the comparable quarter of the prior
          year.

     -    Net  income  during fiscal 2003 reached $7.9 million, which was a 114%
          increase  over the prior year. This triple digit increase continued in
          the first quarter of fiscal 2004 when net income reached $3.3 million,
          or  over  200%  from  the  comparable  quarter  of  the  prior  year.

     -    Our  remarkable growth was accomplished while maintaining or improving
          already  high  margins  at  both  the  operating income and net income
          levels.  For  example,  our  operating  income  margins reached 30% in
          fiscal 2003 and improved further to 34% in the first quarter of fiscal
          2004.  Net  income  margins  reached  26%  in


<PAGE>
          fiscal  2003 and in the first quarter of fiscal 2004 improved over the
          previous  comparable  quarter,  rising  to  24%  from  20%.

     -    Our  return on average shareholder's equity reached 60% in fiscal 2003
          and  continued to improve above 60% during the first quarter of fiscal
          2004.


BUSINESS  STRATEGY

     The  business  strategy  that  we have followed over the past year has been
simple  in  concept  and  straight  forward in execution.  We have continued our
basic  solicitation  of  businesses  for  our  Internet  Advertising Package(TM)
(IAP(TM)) with approximately 1 million mailings per month to a randomly selected
base  of  18  million  U.S.  businesses.  This  is the fundamental driver of our
growth.  Through  December  31,  2003,  this  program  has brought our activated
customer  count  up  to  283,000, an increase of 68% in one year.  We added over
9,000  paying  customers  per  month  throughout  fiscal 2003 and have continued
growing  our  customer  base  in  fiscal  2004.

     In  addition,  we  were  able  to increase prices throughout calendar 2003.
During  the  fourth  calendar  quarter  of  2003, we experienced average monthly
revenue per paying customer of over $19.00.  This compares with less than $15.00
in  the  last  calendar  quarter  of  2002.  In  short,  our strategy of monthly
mailings  and  strong customer service following customer activation is a highly
successful  strategy  and will be the cornerstone of our marketing efforts going
forward.

     The  major  components  of  our  business  strategy  going  forward  are:

     -    We  will  continue  to grow our customer base at a healthy rate as the
          fundamental  driver  of  our  financial  performance.

     -    We  will  maintain  the  strength  of  our  primary marketing strategy
          represented  by  our  unequalled  mailing  solicitation  and  customer
          service  program  while  implementing new marketing strategies such as
          branding,  pricing  and  others as outlined in our recent SEC filings.

     -    We  recognize that we have a unique marketing advantage in that to our
          knowledge we are the only web marketing company, not affiliated with a
          local  exchange  carrier  (LEC)  that  has  the ability to invoice our
          customers  on  their  telephone bill in almost every U.S. region. This
          capability  provides  us with the benefits of reduced billing cost and
          high  customer  retention.  We  will continue to work closely with the
          LEC's  to  strengthen  this  mutually  beneficial  relationship.

     -    The  combination  of  our  unique  marketing  strategy  to  a  highly
          fragmented  marketplace and our billing capabilities makes us the only
          consistently  profitable  independent  company  in the Internet yellow
          page  arena.

     -    We  will  continue  to strengthen our technology base to provide users
          rapid,  accurate  and  flexible  access  to  our advertising customers
          business  information.


<PAGE>
RECENT  EVENTS

     In  addition to achieving outstanding financial performance there have been
a  number  of  other  significant  developments  over  the  past  year:

     -     We have reached additional agreements with companies in our marketing
          arena,  which,  on a combined basis, expanded our number of page views
          benefiting  our  customers  to  over 170 million per month as compared
          with  approximately  50  million  per  month at the end of 2002. These
          agreements  were  with  companies  such as Switchboard, My Area Guide,
          Overture,  Palm  and,  most recently, Go2. The Palm and Go2 agreements
          are  particularly  notable  as  they provide exposure for our customer
          base  to  the mobile PDA user, which is the fastest growing segment of
          the  Internet  Yellow  Pages  market.

     -     We  also  made  substantial  progress in bringing our technology to a
          leading  position in the industry. Searchers on our website now obtain
          more  robust  information  faster  than ever before and in a clear and
          easy  to  use  format.

     -     We  also  have  improved  our  website with significant new additions
          regarding  the  Company's operations and financial results, which have
          enhanced  our  communications with users, customers and the investment
          community.  Specifically,  both  our  fact  sheet  and  our  recently
          developed  investor  presentations  may  be  accessed  on our website.

     -     We took significant steps to structure certain major agreements to be
          more  congruent  with  our  status  as  a  publicly  held  company. We
          terminated our Internet service provider agreement with Simple.Net, an
          entity  that  is  owned by DeVal Johnson, one of our directors. We now
          have  an  agreement  with  an independent Internet service provider to
          provide  similar  services  at  a competitive price. While we feel our
          agreement  with  Simple.Net was appropriate during an earlier stage of
          the  Company's  development, we have now reached a scale of operations
          where  the  Company can obtain expanded services from an outside party
          under  attractive  market terms. At the same time, this change allowed
          us  to offer new packages and services to our customers as their needs
          change  and  develop.

     -     In  February 2004, we announced that we were terminating, as of April
          9,  2004,  our loan agreements with two major stockholders, Mathew and
          Markson  and Morris & Miller, collectively known as the M&Ms, in favor
          of  paying dividends to all stockholders. The M&Ms will no longer have
          the  ability  or the right to draw cash from the Company. All existing
          loans  to  the  M&Ms  will  take  the  form  of  a  3-year  note fully
          collateralized  by  the  Company  stock  that  they  own.


CHALLENGES  AND  OPPORTUNITIES

     We  faced significant challenges over the past year, the most publicized of
which were attacks on the character and integrity of our management, our auditor
and  our  business  practices.   These  attacks  took  the  form  of a series of
published  reports  on  a website called Stocklemon.com.  We have answered these
charges  with a point-by-point rebuttal and have initiated legal actions against
those  who  we  believe  to  be  short-sellers


<PAGE>
whose  approach  to  making  money  is  through  spreading  false and misleading
statements.  Our  responses  to  these  attacks are contained in press releases,
which  are  in  your  investor  kit.

     Looking  forward  we  will  continue  to  face  business  challenges  and
opportunities.  We know that the competitive landscape is changing dramatically.
Recently  there  has been much publicity about the potential entry of many large
companies  in  the "local search" space.   This has led to the anticipation of a
significant  amount of industry consolidation as exemplified by the recent offer
by  Infospace  to buy Switchboard one of our major competitors.  We believe this
will  be  a continuing trend in our industry and we welcome it.  Your management
will  continue  to  be vigilant, as these trends develop to make certain that we
maintain  our  competitive  advantages  and  continue  to  provide  outstanding
financial  performance  and  returns  to  our  shareholders.

     In closing, I want to thank you for your support as stockholders throughout
the  year.  In spite of the challenges we faced, the rewards to our stockholders
have  been  remarkable.  Our closing price on Tuesday of this week was $4.53 per
share  compared  with  $0.19  exactly  one year ago and $1.75 as recently as six
months  ago.   We  intend  to  manage  this  Company in the future with the same
energy,  imagination  and  skill that has provided the Company with the level of
success  that  we  enjoy  today and with a view toward continuing on a course of
outstanding  financial  performance.


Sincerely,


Angelo  Tullo
Chairman  and  Chief  Executive  Officer

Forward  Looking  Statement  Disclaimer

This  letter  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 letter include, but are not limited
to  the  Company's  (i)  expectation  that  its strategy of monthly mailings and
customer  service  will continue to be the cornerstone of its marketing efforts;
(ii)  continued  dedication  to growing its customer base at a rapid rate; (iii)
belief  that  it will be successful in continuing to grow its customer base at a
rapid  rate;  (iv)  belief that growing its customer base at a rapid rate is the
fundamental driver of its financial performance; (v) belief that it can maintain
the  strength of its primary marketing strategy while implementing new marketing
and  branding  campaigns;  (vi) belief that it can continue to work closely with
LECs  to solidy and continue its relationship with them and maintain the ability
to  invoice  customers  on their telephone bills; (vii) expectation of continued
profitability; (viii) ability to strengthen its technology; and (ix) expectation
of  industry  consolidation.

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, but are not limited to those set forth as
risk factors and cautionary statements made in the Company's periodic reports
filed with the SEC and 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.


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
