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): March 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 5. OTHER MATTERS

      On March 2, 2004, YP.Net, Inc. announced, via a press release, that it has
initiated a $.01 per share dividend on its common stock to be paid on April 30,
2004 to shareholders of record as of March 20, 2004. A copy of the press release
is attached as Exhibit 99.1.

ITEM  7.  EXHIBITS.

EXHIBIT  NO.      ITEM
------------      ----

99.1              Press Release, dated March 2, 2004, announcing the initiation
                  of a $.01 per share dividend



                                   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: March 11, 2004                  /s/ ANGELO TULLO
                                      ------------------
                                      Angelo Tullo,
                                      Chief Executive Officer


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