SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) February 18, 2000
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YP.Net.Inc
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-24217 85-026668
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4840 East Jasmine Street, Suite 110, Mesa, Arizona 85205
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (480) 654-9646
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Company is in the process of completing the audit for the fiscal year
ended September 30, 1999 (Fiscal). The Company's Board of Directors increased
from one member to seven members together with changes in management personnel
have resulted in the delayed completion of the audit and filing of Form 10-KSB.
During the course of the audit, it was disclosed that there was a
contingent asset of $3,250,000 recorded for the issuance of common stock as
collateral for the Registrant's obligations. This transaction should not have
been recorded as an asset and should not have been reported at all as an item in
the presentation of the financial statement for quarter ended June 30, 1999,
Form 10-QSB.
During the course of the audit, it was further disclosed that the account
receivable from one of local exchange carrier billing companies (ESBI) was
overstated by approximately $317,000 in Form 10-QSB in the financial statement
for the quarter ended June 30, 1999.
The Board of Directors has instructed the audit committee to work closely
with the present and / or future auditors to prevent further delays and expedite
the timely issuance of present and future financial statements to correct any
prior misstatements on previously filed Forms 10-KSB, 10-QSB and 8-K.
Anticipated adjustments are expected to impact reported earnings and
stockholders' equity previously reported.
The Board of Directors on February 3, 2000, consisted of DeVal Johnson and
the following Board of Directors was duly elected:
Gregory B. Crane
Daniel L. Coury, Sr.
Wallace S. Olsen
Harold A. Roberts
Angelo Tullo
Walter Vogel
During that same Board of Directors meeting, Angelo Tullo was elected as
Chairman of the Board and Walter Vogel as Vice Chairman, after amendment of
Article II of the Bylaws to provide for the election of a Vice-Chairman.
Gregory Crane was elected to the newly created position of Director of
Operations. Walter Vogel and Angelo Tullo were elected as members of the Audit
Committee. Gregory Crane and Daniel L. Coury, Sr. were elected as members of
the Strategic Planning Committee. Daniel L. Coury, Sr. and Harold Roberts were
elected as members of the Compensation Committee.
As compensation to the newly elected directors the Board adopted
resolutions to issue shares to its members as follows:
Angelo Tullo 100,000 Shares
Walter Vogel 75,000 Shares
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Remaining Directors 50,000 Shares each, for a total of 425,000 shares
all of which were issued as "restricted securities" subject to Rule 144. In
addition the Board members are entitled to receive $2,000 per month plus
reasonable expenses for travel to and from meetings of the Board of Directors,
plus a food and lodging allowance. The above compensation is deferred until and
if the Board of Directors determines the second fiscal quarter reveals net
positive net operating revenues.
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 22, 2000 By: /s/ Angelo Tullo
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Angelo Tullo, Chairman
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