U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

               (Mark  one)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2000

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ___________ to ____________

                         Commission File Number: 0-24217

                                  YP.NET, INC.
                 (Name of Small Business Issuer in its Charter)

                NEVADA                                85-0206668
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

   4840 EAST JASMINE STREET, SUITE 105
             MESA, ARIZONA                               85205
 (Address of principal executive offices)              (Zip Code)

                                 (480) 654-9646
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes X No   .
                                                                       ---  ---

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

     Registrant's  revenues  for  its  most recent fiscal year were $15,836,422.

     The  aggregate  market  value  of  the  common stock held by non-affiliates
computed  based  on  the  closing  price  of such stock on December 31, 2000 was
approximately  $8,704,667.

     The  number  of  shares  outstanding  of the registrant's classes of common
stock,  as  of  December  31,  2000  was  41,450,798.

     Documents  incorporated  by  reference:  Portions of the registrant's Proxy
Statement to be filed with the Commission in connection with registrant's annual
meeting to be held May 1, 2001 are incorporated by reference in Part III of this
Form  10-KSB.

     Transitional Small Business Disclosure Format (check one):  Yes   No X .
                                                                    ---  ---


                                        1
<PAGE>
                                     PART I

     Except  for  historical  information  contained  herein,  this  Form 10-KSB
contains  forward-looking  statements  within  the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities  Exchange  Act  of  1934, as amended (the "Exchange Act").  We intend
that  the  forward-looking  statements be subject to the safe harbors created by
these  statutory  provisions.  Forward-looking  statements  involve  risks  and
uncertainties  and  include, but are not limited to, statements regarding future
events,  plans  and  expectations.  Wherever  possible,  we  have identified the
forward-looking  statements  by  words  such  as  "anticipates,"  "believes,"
"contemplates,"  estimates,"  "expects,"  "intends,"  "plans,"  "projects,"
"forecasts"  and  similar  expressions.

     Our  forward-looking statements reflect only our current views with respect
to  future  events  and financial performance or operations and speak only as of
the date the statements are made.  Our actual results may differ materially from
such  statements.  Factors  that  may  cause  or  contribute to such differences
include, but are not limited to, those discussed in "Description of Business and
Factors  Affecting Future Performance" and "Management's Discussion and Analysis
of  Financial Condition and Results of Operations," as well as elsewhere in this
report  and  in  the  exhibits  incorporated  by  reference.

     Although  we  believe  that  the assumptions underlying the forward-looking
statements  in  this  Form 10-KSB are reasonable, any of these assumptions could
prove  inaccurate.  In  addition,  our  business  and  operations are subject to
substantial  risks,  some  of  which  are  identified  in  this report and which
increase  the  uncertainties inherent in the forward-looking statements included
in this Form 10-KSB.  There can be no assurance that the results contemplated in
these  forward-looking  statements  will  be  realized.

     The  inclusion  of  forward-looking information should not be regarded as a
representation  by  YP.Net  or any other person that the future events, plans or
expectations  contemplated  will  be  achieved.  We  disclaim  any obligation to
subsequently  revise  forward-looking statements to reflect subsequent events or
circumstances  or  the  occurrence  of  unanticipated  events.

ITEM  1.     DESCRIPTION  OF  BUSINESS

GENERAL

     We  are  in  the  business  of providing Internet-based yellow page listing
services  on our Yellow-Page.Net and yp.net Web sites.  Our Web sites serve as a
                 ---------------     ------
search  engine  for  yellow  page  listings in the United States and Canada.  We
charge  our  customers for a "preferred" listing of their businesses on searches
conducted  by  consumers through our Web sites.  We currently have approximately
117,732  preferred  listing  customers  subscribing  on  a  monthly  basis.


                                        2
<PAGE>
     We  were  originally  incorporated in Nevada in 1996 as Renaissance Center,
Inc.  Our Articles of Incorporation were restated in July, 1997 and our name was
changed  to Renaissance International Group, Ltd.  Our name was later changed to
RIGL  Corporation  effective  July,  1998.  Our  prior  business  involved  the
development  of  software  to  integrate  digital  multi-media  equipment  and
components  and  later  changed  to focus on the development of software for the
medial  billing  and  practice  management  industry.  None  of these activities
progressed  beyond  the  developmental  stage.  In June, 1999, we acquired Telco
Billing,  Inc.  and  commenced  our  current  operations  through  this  entity.

     From  August  through  December,  1999,  we  abandoned  all  subsidiaries
previously involved in the multi-media software and medical billing and practice
management  areas.  With the acquisition of Telco, our business focus shifted to
the  Internet  yellow  page services business and this business is currently our
sole  source  of  revenue.  In  October,  1999  we  amended  our  Articles  of
Incorporation  to  change  our corporate name to YP.Net, Inc. to better identify
our  company  with  our  business  focus.  Telco  is  operated as a wholly owned
subsidiary  of  YP.Net.

OUR  WEB  SITES

     We  control  the domain names Yellow-Page.Net and yp.net and maintain these
                                   ---------------     ------
Web  pages  for  Internet  access.  At  these Web sites, consumers can search an
approximate  18  million  listing database containing United States and Canadian
businesses.  We  provide  yellow  page  listings for these businesses along with
directories  and  maps to the business location.  We also provide nationwide 800
and  888 directory listings and search engines for e-mail addresses and persons.
Our  site  offers  stock quotes, job searches, travel services, news and weather
information,  movie  reviews  and  listings,  and  entertainment  and restaurant
information.

     Our  directory  search  service  integrates  yellow  page  information  by
utilizing  yellow  page  category  headings  in  combination with a natural word
search  feature to provide a user-friendly interface and navigation vehicle.  We
enhance  accuracy of responses to user queries by utilizing criteria searches in
the directory services.  This allows users to search by specific city, state and
business  categories.

     We  currently  derive all of our revenue from selling preferred listings in
the  search  results  on our Web sites.  A preferred listing is displayed at the
beginning  of  search  results  obtained  by users in response to their specific
queries.  A  preferred  listing is enhanced on the display of search results and
includes  a "mini-Web page" listing where the preferred lister can utilize up to
40 words to advertise and provide additional information regarding its business.
A  preferred  listing  customer  can  also  link  its own Web page to the search
results  identifying  the  preferred  lister.  We  are  also  developing  banner
advertisements  and  outside  marketing efforts as an additional revenue source.
We  are  also  developing  additional revenue through logo advertisements on our
direct  mailer  to  expand  services  to  our  customers.


                                        3
<PAGE>
TECHNOLOGY  AND  INFRASTRUCTURE

     We  believe that one of our principal strengths is our internally developed
technology,  which we have designed specifically for handling our Internet-based
data.  Our  technology  architecture features specially designed capabilities to
enhance  performance,  reliability  and  scalability of our listing data.  These
features  consist  of  multiple  proprietary software modules and processes that
support  the  core  internal  functions of operations.  The technologies include
Customer Service Applications, Billing Applications, LEC Filtering Processes and
Database  Management.

     Customer  Service  Applications.  We  have  designed  proprietary  Customer
Service  Applications  to enable rapid development and management of information
related  to  our  preferred  listing  customers  in  a variety of formats.  This
application  incorporates an automated retrieval system that integrates with our
other  technologies.  This integration enables real-time updates to our database
as  our  customer service representatives interact with and obtain data from our
preferred listing clientele.  This application also operates in conjunction with
the  Billing  Applications.

     Billing  Applications.  Our  billing  process  is  primarily  through local
exchange carriers ("LECs") which are local telephone service providers.  Our LEC
billings  are  routed  to  the  LEC's  and  appear  on  our preferred customers'
telephone  billing statements.  To a lesser extent, we direct bill our preferred
customers.  Our  Billing Applications facilitate both our LEC and direct billing
functions.

     LEC Filtering Processes.  The LEC Filtering Processes are core technologies
developed  to  enhance  the applications that support our systems.  By utilizing
these  processes,  we  are  able  to  more accurately bill our preferred listers
through  the  appropriate  LEC.  These  processes  are  a vital component of our
ability  to  aggregate  content  from  multiple sources for our billing process.
Information  is  sorted  and  updated  with a method of maintaining an expanding
heterogeneous  database  and  allows  disparate  data sources to be combined and
deployed  through  a  single  uniform interface, regardless of data structure or
content.  This  allows  a  single  database query to produce a single result set
containing  data extracted from multiple databases.  Database clustering in this
manner  reduces  the dependence on single data sources, facilitates data updates
and  reduces  non-conforming  data  submitted  to  the  LECs.

     Database  Management.  We  have  also  developed  a  proprietary  database
technology  to  address  specific  requirements  of  our  business  strategy and
information  infrastructure services.  This technology enables us to provide our
services  with  fewer  service  personnel.  Our  database is integrated with the
applications modules and the LEC Filtering Processes.  This database consists of
our  current  and  potential  customers and is updated on a real-time basis as a
customer's  data  is  received from new listings or through our customer service
representatives.  We  utilize  this  database  to  maintain customer service and
monitor  the  quality of service provided by our customer service personnel.  We
also  use  the database to determine new products desired by our customers.  Our
technology  has  been  specifically  designed  to function with a high degree of
efficiency within the unique operating parameters of the Internet, as opposed to
commonly  used  database  systems.


                                        4
<PAGE>
STRATEGIC  ALLIANCES

     In  order  to  service  users  more  effectively  and  to  extend  our
Yellow-Page.Net  brand to other Internet sources, we have entered into strategic
---------------
relationships  with  business  partners  offering  content,  technology  and
distribution  capabilities.  We  utilize  Worldpages.com as our data listing and
                                          --------------
Web  page hosting provider. Worldpages.com provides the server for our Web pages
                            --------------
and  our  search  engine capabilities.  We have a cross-listing arrangement with
Superior Business Network ("SBN").  This cross-listing arrangement increases our
circulation  by  an  additional  10,000,000  page  views  per  month.

     We  are  members  of  the  Yellow  Page  Publication  Association  and  the
Association of Directory Publishers.  These organizations are trade associations
for  yellow  page  publishers  that  promote  quality  of  published content and
advertising  methods.

     In  order  to  broaden  Yellow-Page.Net's  user  base  we  have established
                             ---------------
cross-linking  relationships with operators of commercial Web sites and Internet
access  providers.  We  have  over  400  affiliated  Web  sites  that  link  to
Yellow-Page.Net.  We  believe  these arrangements are important to the promotion
---------------
of  Yellow-Page.Net,  particularly  among  new  Web  users  that  may access the
    ---------------
Internet  through  these  other  Web  sites.  These  co-promotional arrangements
typically  are  terminable  at  will.  We  also  utilize  Fax4free.com  in  a
                                                          ------------
co-promotional  effort  to provide services to our Web site users to allow these
users  to receive and send unlimited facsimiles, and receive voicemail on e-mail
at  no  charge.

     Our  future success will depend on our ability and to continue to integrate
and  distribute  information  services of broad appeal.  Our ability to maintain
our  relationships  with  content  providers and to build new relationships with
additional  content providers is critical to our marketing effect the success of
our  business.

BILLING  SERVICE  AGREEMENTS

     In order to bill our preferred listing customers through their LECs, we are
required  to utilize one or more billing service integrators.  These integrators
have  been  approved  by various LECs to provide billing, collection and related
services  through  the  LECs.  We  have  entered  into  customer billing service
agreements  with  Integretel,  Inc.  ("IGT") and with Enhanced Services Billing,
Inc. ("ESBI") for these services.  Under these agreements, our service providers
bill  and  collect  our  charges  to  preferred  listing  customers  through LEC
billings.  These  amounts,  net  of reserves for bad debts, billing adjustments,
telephone  company  fees  and  the  integrator's  fees,  are remitted to us on a
monthly  basis.

MARKETING

     Our  primary  marketing  efforts are through direct mail solicitations that
utilize  a  promotional  discount for listing in the form of a check.  We market
exclusively  to  businesses  and  focus  on  businesses that utilize traditional
published  yellow  page  services.  We  utilize our database as a source for our
mailing  list.  We  have  also  implemented  a  "customer satisfaction" program.
Through this program we have retained a firm to contact each of our customers to
update  the  customer  information regarding the customers business and links to
the  customer's  Web  page  if  applicable.


                                        5
<PAGE>
     Our Preliminary Injunction signed with The Federal Trade Commission ("FTC")
in  July  of  2000 allowed us to continue to solicit for new customers using our
direct marketing piece with a few modifications. Management decided to delay any
future  direct  marketing  efforts until a final order has been agreed to by the
FTC and YP.Net, Inc. Management reserves its right to change its decision not to
continue  its  direct marketing efforts if it appears that the negotiations with
the  FTC become protracted and or dilution becomes a serious force affecting the
company's  customer  base.  Essentially  the  company  has  performed  no direct
marketing  from  June  1999 to the present  We have been in negotiation with the
FTC during this time and management believes it is possible to conclude  a final
order  with  in  the next 60 days. During the fiscal period ending September 30,
2000  ("Fiscal  2000") we have been able to maintain our customer base with some
dilution  and attrition by developing a customer contact marketing strategy.  We
have  been  contacting our customers to update their web site and description of
their business. Through these efforts we have been able to maintain our customer
base  with  out  the  direct  mail  advertising  efforts.

     We intend to increase market share in our current markets through strategic
acquisitions  providing  value-added  services  to  our core business as well as
other  marketing  campaigns.  We  are  not  presently a party to any acquisition
agreement.  We  intend  to  develop marketing strategies to increase credibility
and  visibility  of our Web page service to targeted markets.  We also intend to
promote  value-added services and product areas.  Our future success will depend
on  our  ability to continue to integrate and distribute information services of
broad  appeal.  Our  ability  to  maintain  and  to build new relationships with
content  providers  will  be  critical  to  the  success  of our business. These
relationships  and strategic acquisitions will in addition to bringing increased
revenue  will  ,  management  believes,  lower dilution by creating a source for
businesses  to find the services they need. Our preferred customers will be able
to  obtain  services at discounted prices as a consequence of their listing with
us.

COMPETITION

     We operate in the Internet services market, which is highly competitive and
rapidly  expanding.  We  compete  with online services, other Web site operators
and  advertising  networks,  as  well  as  traditional  offline  media  such  as
television,  radio, traditional yellow page directory publishers and print share
advertising.  Our  services  compete,  or  we  expect  to compete, with numerous
directory,  content,  Web site production and other Internet information service
providers.  In  particular,  most  larger LECs provide services similar to ours.

     The  principal competitive factors of these markets include personalization
of  service,  ease  and use of directories, quality and responsiveness of search
results,  availability of quality content, value-added products and services and
access to end users.  Competition among current and future suppliers of Internet
navigational  and  informational  services,  high-traffic Web sites and Internet
access  providers,  as  well  as  competition  with  other media for advertising
listings,  could  result  in  significantly  lower  prices  for  advertising and
reductions  in  advertising  revenues.


                                        6
<PAGE>
     Most,  if  not  all, of our competitors have capital resources greater than
ours.  These  capital  resources  may  allow  our  competitors  to  engage  in
advertising  and other promotional activities that will enhance their brand name
recognition.  The  LECs  have  the advantage of name recognition and far greater
access  to potential customers because they already provide these customers with
local  telephone  exchange  services.

     We  believe we can successfully compete in this market by providing quality
services  at competitive prices and due to the name recognition of our Web site.

REGULATION

     The  Federal Trade Commission has aggressively pursued what it perceives as
deceptive practices related to direct mailer and other promotions  involving the
Internet  and/or  LEC  billing  type  practices.  We  have  been  involved  in a
significant Federal Trade Commission enforcement action regarding these matters.
See  "Legal  Proceedings"  below.

     We  are also subject to provisions of the Federal Trade Commission Act that
regulate  advertising  in  all  media,  including  the  Internet,  and  require
advertisers to substantiate advertising claims before disseminating advertising.
The  Federal  Trade  Commission  has  recently  brought several actions charging
deceptive  advertising  via  the  Internet  and  is  actively  seeking new cases
involving  advertising  via  the  Internet.

     Due  to  increased  use, laws and regulations relating to the Internet have
been adopted.  These include regulation issues related to user privacy, pricing,
content,  taxation,  copyrights, distribution, and product and services quality.
Concern  regarding  Internet user privacy has led to the introduction of federal
and  state  legislation  to  protect  Internet  user  privacy.  In addition, the
Federal  Trade  Commission  has  initiated investigations and hearings regarding
Internet  user  privacy  that  could  result  in rules or regulations that could
adversely affect our business.  As a result, we could become subject to new laws
and regulations that could limit our ability to conduct targeted advertising, or
distribute  or  collect  user  information.

     These  or  any  other laws or regulations that may be enacted in the future
could  have  several  adverse  effects  on  our business.  These effects include
substantial  liability including fines and criminal penalties, the prevention of
certain  products  or  service  offerings  and  the  prevention or limitation of
certain  marketing  practices.   As  a  result  of  these  and  future  laws and
regulations,  the  growth in Internet usage could also be substantially limited.

EMPLOYEES

     At  December  31,  2000, we employed 19 full time personnel, including five
software  developers,  eight  customer  service  representatives,  two marketing
personnel,  and four administrative personnel.  Our employees are not covered by
any  collective  bargaining  agreements.


                                        7
<PAGE>
FACTORS  AFFECTING  FUTURE  PERFORMANCE

     YP.Net  Gross Margins May Decline Over Time:  We expects that gross margins
     --------------------------------------------
may be adversely affected and YP.Net has determined that profit margins from the
electronic  yellow  pages  offerings  that it has profited from in the past, has
fluctuated.  We  have experienced a decrease in revenues from the Local Exchange
Carriers  (LEC)  from  the  effects  of  the Competitive Local Exchange Carriers
(CLEC)  that  are  participating  in  providing  local  telephone  services  to
customers.  YP.Net  has  begun  to  correct this problem and we are implementing
data  filters  to  reduce  the effects of the CLEC's.  We have also sought other
billing  methods to reduce the adverse effects of the CLEC billings. These other
billing  methods  may  be cheaper or more expensive than our current LEC billing
and  the  company has not yet determined if they will be less or more effective.
YP.Net continues to look for profitable Internet opportunities; however there is
no  assurances  that  this can be done, and presently we have no acquisitions in
progress.

     YP.Net  Dependence  on  Key Personnel:  YP.Net performance is substantially
     --------------------------------------
dependant  on  the performance of its executive officers and other key employees
and  its  ability to attract, train, retain and motivate high quality personnel,
especially  highly  qualified  technical  and  managerial personnel. The loss of
services  of  any  executive  officers  or  key  employees could have a material
adverse  effect  on  its business, results of operations or financial condition.
Competition  for  talented  personnel  is intense, and there can be no assurance
that  we  will  be  able to continue to attract, train, retain or motivate other
highly  qualified  technical  and  managerial  personnel  in  the  future.

     Since  our Growth Rate may slow, operating results for a Particular Quarter
     ---------------------------------------------------------------------------
are  difficult  to predict: We expect that in the future, our net sales may grow
---------------------------
at  a  slower  rate  than  experienced  in  previous  periods  and  that  on  a
quarter-to-quarter  basis.  This may be a direct cause of  the projected changes
to  our  direct marketing pieces as well as the fact that the company has not be
performing  its direct marketing at this time (SEE MARKETING). As a consequence,
operating  results  for a particular quarter are extremely difficult to predict.
Our ability to meet financial expectations could be hampered if we are unable to
correct the billing through the CLEC markets seen in fourth quarters reoccurs in
future  periods.  In  addition,  in  response to customer demand, we continue to
attempt  develop  new  products  to  reduce  our  customer  attrition  ratios.

     We  Expect  to  make  Future  Acquisitions where Advisable and Acquisitions
     ---------------------------------------------------------------------------
involve  Numerous  Risks:  The  Internet  business is highly competitive, and as
-------------------------
such,  our  growth  is  dependent upon market growth, our ability to enhance our
existing  products  and our ability to introduce new products on a timely basis.
One  of  the  ways  we  have  addressed and will continue to address the need to
develop  new  products  is through acquisitions of other companies. Acquisitions
involve  numerous  risks,  including the following:- Difficulties in integrating
the operations, technologies, and products of the acquired companies; - The risk
of  diverting  management's  attention  from  normal  daily  operations  of  the
business;- Risks of entering markets in which we have no or limited direct prior
experience  and  where  competitors  in  such  markets  have  stronger  market
positions;-  Insufficient  revenues to offset increased expenses associated with
acquisitions;  and-  The  potential  loss  of  key  employees  of  the  acquired
companies.  Mergers and acquisitions of high-technology companies are inherently
risky,  and  no  assurance can be given that our previous or future acquisitions
will  be  successful  and  will  not  materially  adversely affect our business,
operating  results,  or  financial  condition.  We  must  also manage any growth
effectively.  Failure  to  manage  growth effectively and successfully integrate
acquisitions we made could harm our business and operating results in a material
way.


                                        8
<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTY

     Our  corporate  offices  are  located  in Mesa, Arizona.  We lease a 16,772
square  foot  facility  for annual cost of approximately $120,000 on a long-term
operating  lease  through June 2003. As part of the consideration related to our
license  of the Yellow-Page.Net URL, we sublease approximately 8,000 square feet
                ---------------
of  leased  space  to  Business Executive Services, Inc. through August 2003 for
$1.00  per  year  annual  rent.  See  "Certain  Relationships  and  Related
Transactions."

     We  are  also obligated on another lease for office space that was utilized
prior  to  consolidating  operations at the Mesa facility.  The lease is through
August  2002  and  annual  rent  ranges  from  $202,000  to $280,000 through the
remaining  lease  term.  This  space  has been sublet for the full amount of the
lease  payment through its term.  However, YP.Net remains obligated on the lease
in  the  event  the  sub-tenant  defaults.

ITEM  3.     LEGAL  PROCEEDINGS

     We  are  currently  involved  in  the  following  legal  proceedings:

     Federal  Trade  Commission.  On June 26, 2000, the Federal Trade Commission
("FTC") filed a complaint in the United States District Court of Arizona against
YP.Net,  Inc.,  certain of its past and present officers and directors and other
associated  companies.  The  complaint  alleged  that  YP.Net  and  the  other
defendants  had  engaged  in  deceptive advertising practices and sought certain
preliminary injunctive remedies.  The alleged deceptive practices related to the
direct  mailer  solicitation  utilized  in  our  marketing  activities.

     On July 13, 2000, YP.Net entered into a negotiated settlement of the matter
with  the  FTC.  Under  the  terms  of  a  stipulated  preliminary order, YP.Net
specifically  denied that any of its practices with respect to the direct mailer
were  deceptive  or  otherwise  in  violation of applicable law.  The stipulated
preliminary  order  specified that the settlement agreement with the FTC was not
an  admission  of violation of any applicable law or rule or that any allegation
made by the FTC was true.  YP.Net and the FTC agreed to certain modifications of
the  mailer  and related marketing program, and the FTC agreed that the modified
mailer  and  program  would  not  be considered by their agency to be deceptive.
Upon  hearing  on  July  13,  2000,  the  District Court approved the stipulated
preliminary  order.  YP.Net  anticipates  that  it  will enter into a stipulated
final  consent  decree  upon  acceptable  terms.


                                        9
<PAGE>
     A  Women's Place.  In August, 1999, we filed a lawsuit in Superior Court of
Coconino  County,  Arizona  against  Holly  K.  Virgil, M.D., P.C. dba A Women's
Place.  Prior  management  had  negotiated  an agreement to provide this medical
practice  with  management services and thereafter advanced interim funding.  To
current  management's  knowledge  no services contract was entered into.  We are
seeking  damages  of  approximately  $235,000  for  recovery  of  advances.  The
defendant has counter-claimed for breach of contract and has claimed unspecified
damages.  In  December,  2000  we  agreed  in principal to settle the case for 5
payments  of  $25,000  per month starting January, 2001 and Holly K. Vigil would
return  and  deliver  220,000  shares of YP.Net common stock.  The stock will be
treated  as  treasury  stock  for  YP.Net.

     Hudson Consulting Group.  We are a party to an interpleader action filed by
American  Registrar  Transfer  Agent,  our  stock  transfer  agent, in the Third
Judicial  Court  for Salt Lake County, Utah.  The suit names Bruce M. Pritchett,
Hudson  Consulting  Group, Inc., Montana Capital International, Ltd. and Moore &
Elrod, Inc., as well as YP.Net as defendants. The Company under prior management
and  directors, in the course of pursuing equity financing, engaged the services
of  The  Hudson Consulting Group, AK Elrod, and Allen Wolfson et al in the State
of  Utah.  The  Company later became aware of certain legal issues pertaining to
The  Hudson  Consulting  Group and some of its principals.  The Company believes
the shares were improperly issued for no valid consideration in that the Company
claims it received no services as outlined in the agreement.  Current management
ordered  a  "stop transfer" on the shares.  Upon the transfer agent refusing the
transfer, The Hudson Consulting Group and its transferees threatened litigation.
The  transfer  agent filed an interpleader action and tendered the shares to the
court  to determine ownership.  The Company is seeking return of the outstanding
2,000,000  shares  of the common stock.  The Company has made an offer to settle
the  disagreement by having the other parties return the approximately 2,000,000
shares  and  having  the  Company  reissue  500,000  shares.  The  other parties
responded  by  stating  that  they  would  agree  to return 500,000 shares.  The
Company  believes  that  it  is  likely  that  this matter will be litigated but
believes that the likelihood of a favorable decision is high.  If the dispute is
not settled in the Company's favor, the resulting expense would be determined on
the  basis  of  the  stock  price  at  the  time  of the settlement.  Due to the
uncertainty  of this matter, and the opinion of Company counsel that the Company
will  settle  for  a  return  of  a  substantial  number  of  disputed  shares.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were submitted to a vote of the shareholders during the fourth
fiscal  quarter  covered  by  this  Form  10-KSB.


                                        10
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

OUR  COMMON  STOCK

     Our  common stock is traded in the over-the-counter market under the symbol
"YPNT."  Our  symbol had been "RIGL" prior to October, 1999.  Prior to March 23,
2000 our common stock was traded on the OTC Bulletin Board, but was delisted due
to  failure  to  timely  file required reports under the Exchange Act, including
this  Form  10-KSB.  We anticipate that our common stock will be relisted on the
OTC  Bulletin  Board  when  all  listing  criteria  has  been  satisfied.

     The  following  table  sets forth the quarterly high and low bid prices per
share  for  the  common  stock,  as  reported  by the OTC Bulletin Board for the
periods  prior  to  March  23, 2000 and by the National Quotation Bureau for the
periods  on  and  after  March  23, 2000.  The quotations represent inter-dealer
quotations,  without  adjustment  for retail mark-up, markdown or commission and
may  not  represent  actual  transactions.

     FISCAL YEAR     QUARTER ENDED     HIGH      LOW
     -----------     -------------     ----      ---
     1999     December 31, 1998       $0.50     $0.50
              March  31,  1999        $1.19     $1.00
              June  30,  1999         $1.50     $1.50
              September 30, 1999      $1.06     $1.00
     2000     December 31, 1999       $ .24     $ .21
              March  31,  2000        $ .52     $ .25
              June  30,  2000         $ .35     $ .30
              September 30, 2000      $ .50     $ .32

     On  September  30, 2000 there were approximately 604 shareholders of record
of  our  common  stock.  The  transfer  agent  for  our common stock is American
Registrar  Transfer  Agent  in  Salt  Lake  City,  Utah.

DIVIDEND  POLICY

     Under  Nevada law, dividends may only be paid out of net profits.  Prior to
our  acquisition  of  Telco, no significant revenue had been generated.  We have
not paid, and do not currently intend to pay, cash dividends on our common stock
in  the  foreseeable future.  The current policy of the Board of Directors is to
retain all earnings, if any, to provide funds for operation and expansion of our
business.  We  are also subject to restrictions and restrictive covenants on the
payment  of  dividends under the terms of our credit facility provided by Finova
Financial,  Inc.  In  addition  to  statutory  and contractual requirements, the
declaration of dividends, if any, will be subject to the discretion of the Board
of  Directors,  which  may  consider  such factors as our results of operations,
financial  condition,  capital  needs  and acquisition strategies, among others.


                                       10
<PAGE>
SALES  OF  UNREGISTERED  SECURITIES

     During  the  three  month  period ended September 30, 2000, there no YP.Net
shares  issued.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     Certain  statements  in  this  report  are  forward-looking statements that
involve  risks and uncertainties.  Several factors could cause actual results to
differ  materially  from  those  described  in  such forward-looking statements.
These  include  our  ability  to  manage  growth,  involvement  in  litigation,
competition  in  the  advertising  market,  ongoing  contractual  relationships,
dependence upon key personnel, changes in customer attrition and the adoption of
new,  or  changes  in,  accounting  policies  or practices and estimates and the
application  of  such  policies,  practices and estimates, and federal and state
governmental  regulation,  specifically  in  the  areas  of Internet advertising
products  and  services.

OVERVIEW

     We  provide  Internet-based  yellow  page  listing  services  on  our
Yellow-Page.Net  and  yp.net Web sites.  We acquired Telco Billing, Inc. in June
---------------       ------
1999,  and as a result of this acquisition changed our primary business focus to
become  an  electronic  yellow  page  listing service.  Our Web sites serve as a
search  engine  for  yellow  page  listings in the United States and Canada.  We
charge  our  customers  for  a preferred listing of their businesses on searches
conducted  by  consumers  through  our  Web  sites.

     With  the acquisition of Telco, we discontinued our prior operations in the
multi-media  software  and  medical  billing  and practice management areas.  We
completed closing down our operations in these areas in the fiscal quarter ended
December  31,  1999.  We  anticipate continued operations in our Internet yellow
page  listings  business  and  in  other  Internet-based  product areas. We have
experienced  continued  increases  in  competition in the electronic yellow page
market,  and  continue  to  seek  joint  venture  and  investment  acquisition
opportunities to potentially lessen the effects of competition in the electronic
yellow  page  markets.

     From  March  1999  to  February  2000, all former officers resigned or were
removed.  During this same period, all but one of the former directors resigned.
On February 3, 2000 a new Board of Directors was constituted.  The current Board
members  are  Angelo  Tullo,  Walter Vogel, Daniel L. Coury, Sr., Wallace Olsen,
Jr.,  DeVal  Johnson,  Gregory  B. Crane and Harold A. Roberts.  This change was
initiated in part by changes in core business endeavors and strategies resulting
from  the  acquisition  of Telco and our focus on the Internet electronic yellow
page advertising business and due to a lack of confidence in former management's
ability  to  successfully  operate  this  business.


                                       11
<PAGE>
     YP.Net was originally incorporated in Nevada in 1996 as Renaissance Center,
Inc.  Renaissance  Center  and Nuclear Corporation merged in 1997.  Our articles
of  incorporation  were  restated  in  July  1997  and  our  name was changed to
Renaissance  International  Group,  Ltd.  Our  name  was  later  changed to RIGL
Corporation  in July 1998.  With the acquisition of Telco and shift of the focus
of our business, our corporate name was again changed to YP.Net, Inc., effective
October  1,  1999.  The  new  name  was  chosen  to  reflect  our  focus  on our
Internet-based  yellow  page  services.

FISCAL  2000  OPERATIONS

     We  utilized  direct mailings as our primary marketing program.  At October
1,  1999, we had 103,133 customers subscribing to our services.  Our subscribing
customers  increased to 114,409 at December 31, 1999, 129,457 at March 31, 2000,
143,292  at  June 30, 2000 and 130,592 at September 30, 2000, a 21% increase for
the fiscal year.  We believe the increase in our customer base for these periods
was  primarily  a  result  of  our marketing efforts.  The FTC filed a temporary
restraining  order on YP.Net and 12 days later the order was lifted and we began
our negotiations with the FTC to settle the matter.  The FTC did not ban us from
sending  any  direct mail solicitations however, it was managements' decision to
not  send  any  new  direct mailers to new customers until the mail solicitation
piece  had  been reviewed and approved by the FTC.  We have been in negotiations
on  the  design  and contents of the mailer piece and we anticipate that a final
order  from  the  FTC  is  possible  within the next 60 days.  In Fiscal 2001 we
intend  to  send  out direct mail solicitations designed and approved by the FTC
and  will  continue  our  marketing efforts and growth of our customer base.  In
March 2000, we implemented a customer contact program to attempt to increase our
customer  satisfaction  and  decrease  customer attrition.  We believe that this
program  has and will continue to provide these results.  In the upcoming fiscal
year  we  will  continue  our customer contact program to develop and market new
products  to  our  existing  customer  base.

     Expenditures  related  to professional and consulting fees were significant
in  the fiscal year ended September 30, 2000.  Existing management believes that
these  expenditures will not be as significant in future periods.  Management is
actively  pursuing  rescission  and cancellation of certain common and preferred
stock that was previously issued by former management for services.  This action
may  adversely  affect  our future earnings due to costs of potential litigation
that  may  result  from  management  pursuing  recession.  However,  if  we  are
successful  in  canceling  some  or  all  of these shares, our total outstanding
shares  will  decrease  which  will  positively  affect  our per share operating
results in the future.  Management has offered to settle certain of the disputed
share  issuances  with  a  return  for  cancellation of 1,500,000 of the class B
preferred shares issued to prior management.  The return and cancellation of the
Hudson  Consulting  Group  etal  with  full cancellation of  2,000,000 shares of
common  stock  issued  by prior management and the issuance of 500,000 shares of
common  stock in full settlement of the dispute.  The return and cancellation of
500,000  of  common shares of BJM Consulting and the newly issued 500,000 shares
of  common  stock  for  new  consulting  services  presently  engaged.


                                       12
<PAGE>
     On  December  6,  1999,  prior  management  entered into an engagement with
McGladry  & Pullen, LLP ("M&P") to conduct the audit of our financial statements
for the fiscal year ended September 30, 1999.  M&P estimated the cost to prepare
the  fiscal  year  end  audit  to  be from $75,000 to $150,000 with an estimated
completion  date  of  January  28,  2000.  We  incurred  and  paid audit fees of
$150,000  in  the  three months ended March 31, 2000 in addition to the $150,000
incurred  and  paid  in  the  previous three month period.  In January 2000, M&P
informed  management  that  the estimated cost to complete the audit would be an
additional  $200,000.  In  February  2000,  after the new Board of Directors was
appointed,  M&P was dismissed as our auditors.  The Board of Directors appointed
a  new  independent  auditor,  King,  Weber  &  Associates,  P.C.

     During  the  third  quarter  ended  June  30, 2000 and fourth quarter ended
September  30, 2000 our expenditures for legal fees were substantially increased
for  due  to the FTC orders and negotiations, and the additional expenditures to
become current with the SEC filings that were previously delinquent.  Management
expects  the  legal  expenditures  for  those  periods  to  not  reoccur.

     During  the  fiscal  year  ended  September 30, 2000, significant shares of
stock  were issued to prior officers and consultants for services.  The value of
those  shares  was  determined  based  on the trading value of the shares at the
dates  on which the agreements were made for the services.  The expense recorded
for  that  consideration is equal to 90% of the trading value of the shares as a
discount for the regulatory restrictions on trading of those shares.  During the
year ended September 30, 2000, YP.Net issued 1,490,334 shares to consultants and
550,000  shares  to  current and 253,611 shares to former officers and directors
valued  at  $865,095.

     The  cost  of  the  Yellow-Page.Net  URL  was  capitalized  at  its cost of
                         ---------------
$5,000,000.  The  URL  is amortized on an accelerated basis over the twenty-year
term  of  the licensing agreement.  Amortization expense on the URL was $149,166
for  the  year  ended September 30, 1999.  Annual amortization expense in future
years  related  to  the  URL  is  anticipated  to  be  approximately  $250,000.

RESULTS  OF  OPERATIONS

     The  acquisition  of  Telco  was  treated as a reverse merger for financial
accounting  purposes.  As  a  result of being treated as a reverse merger, Telco
was deemed to be the acquiring entity.  For financial accounting purposes, Telco
was  considered to have engaged in a recapitalization and acquired the assets of
RIGL  as of June, 1999.  As a result of this treatment, the financial statements
for  the year ended September 30, 1999 are the historic statements of Telco with
the  operations  of  "old"  RIGL  being  included  from June, 1999 forward.  The
financial  statements  for  the  fiscal  year  ended  September 30, 2000 include
operations  of  both  YP.Net  and  Telco  for  the  entire  period.


                                       13
<PAGE>
Fiscal  Year  End  September  30, 2000 Compared to Fiscal Year End September 30,
1999.

     Revenues  for  the  year ended September 30, 2000 ("Fiscal 2000") increased
84%  to  $15,836,422  from  $8,572,185  during the year ended September 30, 1999
("Fiscal  1999").  The  increase in revenue is principally the result of Telco's
operations  for  the  full fiscal period.  Prior to the acquisition, no material
operations  had  been  commenced.

     Sales and marketing expenses for Fiscal 2000 were $1,619,113 as compared to
$3,714,427  for  the  Fiscal  1999.  The  increase was principally the result of
expended  marketing  due to the operations of Telco.  The marketing expenses are
attributed  to  our  direct  response  marketing, which is our primary source of
attracting  new  customers.

     General  and  administrative  expenses  for  Fiscal  2000 was $5,392,860 as
compared to $1,731,209 for Fiscal 1999.  The increase was principally the result
of  billing  fees  due to the operations of Telco and the increase in consulting
fees,  legal  fees, and accounting fees.  The general expenses are attributed to
the  additional costs to become current on our SEC filings and substantial legal
fees  to  negotiate  with  the  FTC.

     Interest  expense  for  Fiscal  2000  was $853,761 compared to $410,319 for
Fiscal  1999.  The  increase  in interest expense was a result of increased debt
due  to the acquisition of Telco and the acquisition of the URL Yellow-Page.Net.
                                                                ---------------


At  Fiscal  2000  we  had  unused  Federal  net  operating  losses of $3,985,962
available  under  Internal  Revenue  Code 382 - change in control rules expiring
from  2011  through  2014.  The  Company  has  no  available  net operating loss
carryforwards  under the separate return limitation year and has unavailable net
operating  loss  carryforwards  of  $3,985,962.  The  Company  may  utilize  the
unavailable  net  operating  loss  carryforwards  of  $3,985,962 upon generating
taxable  income  in  YP.Net,  Inc  rather  than  in  the  company's wholly owned
subsidiary  Telco  Billing,  Inc.


                                        14
<PAGE>
At  Fiscal 2000 we had unused state net operating losses of $1,931,900 available
under  the  change  in  control  rules  expiring  2003.  We had no available net
operating  loss  carryforwards under the separate return limitation year and has
unavailable  net operating loss carryforwards of $1,931,900.  We may utilize the
unavailable  net  operating  loss  carryforwards  of  $1,931,900 upon generating
taxable  income  in  that  operating  entity.

     Net profits for Fiscal 2000 were $2,847,977, or $.07 per share, compared to
losses  of  $4,363,687,  or  ($.20)  per  share  for  Fiscal  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  cash  balance  decreased to $219,613 at Fiscal 2000 from a $255,324 at
Fiscal  1999.  We  funded  working  capital  requirements  primarily  from  cash
generated  from  financing  activities and utilized cash in operating activities
and  investing  activities and the reduction of debt.  We have a credit facility
used  primarily  to  finance  our  receivables.

     Operating  Activities.  Cash provided by operating activities increased for
Fiscal  2000  to  $960,303  compared  to  cash  used  by operating activities of
$691,780  from  Fiscal  1999,  a  172%  increase.  The  principal  source of our
operations  revenue  is  from  sales  of  electronic  yellow  page  advertising.

     Investing  Activities.  Cash  used by investing activities was $211,803 for
Fiscal  2000  compared  to  $106,512  for Fiscal 1999.  We purchased $211,803 of
additional  computer equipment to upgrade and replace incompatible equipment for
Fiscal  2000  compared  to  $203,662  for  Fiscal  1999.  We used $3,000,000 for
partial  payment  of  the  purchase  of  the  20-year  license  right to the URL
Yellow-Page.Net,  the  domain  name  for  our Web site.  We obtained cash in the
---------------
amount  of  $3,124,150,  which  was  utilized  in  the  business  combination.

     Financing  Activities.  Cash  flows  used  from  financing  activities were
$784,211 in Fiscal 2000 compared to cash flow provided from financing activities
of  $1,023,364  for  Fiscal  1999, a 123% increase.  We had cash inflow from the
financing  arrangements  in  the  amount of $789,241 for Fiscal 2000 compared to
$788,306 for Fiscal 1999 and from the sale of common stock of $84,329 for Fiscal
2000  compared  to $629,681 for Fiscal 1999.  We had cash outflow for notes paid
in  the  amount  of  $1,657,781 for Fiscal 2000 compared to  $394,623 for Fiscal
1999.

     We  incurred  debt  in  the  acquisition  of  the  license  right  to  the
Yellow-Page.Net URL.  A total of $4,000,000 was borrowed, $2,000,000 from Joseph
---------------
and  Helen  VanSickle and $2,000,000 as a carry-back from Matthew & Markson Ltd.
Management  has  dedicated  payments in the amount of $100,000 per month for the
payment  of  the  VanSickle note.  Management has also dedicated payments to the
Matthew  &  Markson note in the amount of $100,000 per month, with the provision
that  no  payment  be  made  if  YP.Net  has less than 30 days operating capital
reserved, or if it is in an uncured default with any of its lenders.  A total of
4,500,000  shares  were  issued  to  secure  these notes and are held in escrow.


                                        15
<PAGE>
     Collections  on  accounts  receivables  are  received primarily through the
billing  service  integrators  under  contract  to  administer  this billing and
collection  process.  The billing service providers generally do not remit funds
until  they are collected.  The billing companies maintain holdbacks for refunds
and  other  uncertainties.  Generally,  cash is collected and remitted to YP.Net
over  a  90  to  120  day  period  subsequent  to  the  billing  dates.

     YP.Net  markets  it products primarily through the use of direct mailers to
businesses  throughout  the  United  States.  YP.Net  generally  pays  for these
marketing  costs  when  incurred  and  amortizes  the  costs  of direct-response
advertising  on a straight-line basis over eight months.  The amortization lives
are  based  on  estimated  attrition  rates.  During the Fiscal 2000 YP.Net paid
$3,206,576  compared  to fiscal 1999, YP.Net paid $2,029,575 for direct-response
advertising.  Management anticipates the outlays for direct-response advertising
to  remain  consistent  over  the  near  term.

     YP.Net  does  not  intend  to incur significant capital expenditures in the
near  term.

     Financial  Institution Lending Agreements.  We have an existing asset-based
collateralized  line  of  credit  with  Finova  Capital Corporation.  Because of
certain technical defaults under the terms of the loan agreement, which occurred
under  prior  management, Finova exercised its right to terminate the agreement.
We  have entered into letter agreements whereby Finova has agreed to forbear the
exercise  of  any  of its available remedies through March 3, 2001.  Our line of
credit  has  been  reduced  to  $1,400,000  for  the period of November 6, 2000,
$1,200,000  for  the period of December 5, 2000 and $1,000,000 for the period of
February 7, 2001.  Management is seeking other potential lenders that specialize
in  financing  businesses  utilizing  LEC  billings.  We do not anticipate these
changes  to  have  an adverse affect on our ability to continue operating at our
current  levels.


                                        16
<PAGE>
ITEM  7.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA




                                  YP.NET, INC.


                     CONSOLIDATED FINANCIAL STATEMENTS AS OF
                               SEPTEMBER 30, 2000
                        AND INDEPENDENT AUDITORS' REPORT


                                        17
<PAGE>
YP.NET,  INC.



TABLE OF CONTENTS
-----------------


                                                                            PAGE

INDEPENDENT  AUDITORS'  REPORT                                                19

CONSOLIDATED  FINANCIAL  STATEMENTS:

     Consolidated  Balance  Sheet  at  September  30,  2000                   20

     Consolidated Statements of Operations for the years ended
        September 30, 2000 and September 30, 1999                             21

     Consolidated Statements of Stockholders' Equity for the
          Years ended September 30, 2000 and September 30, 1999            22-23

     Consolidated Statement of Cash Flows for the year ended
          Years ended September 30, 2000 and September 30, 1999               24

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                                25


                                        18
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------



To the Stockholders and Board of Directors of
     YP.Net,  Inc.:

We  have  audited the accompanying consolidated balance sheet of YP.Net, Inc. as
of  September  30,  2000  and the related consolidated statements of operations,
stockholders'  equity  and  cash  flows  for each of the two years in the period
ended  September  30, 2000. These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We believe our audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of YP.Net,
Inc.  as  of  September 30, 2000, and the consolidated results of its operations
and cash flows for each of the two years in the period ended September 30, 2000,
in  conformity  with  generally  accepted  accounting  principles.



/s/    MARSHALL  &  WEBER,  CPA's,  PLC
       Scottsdale,  Arizona
       December  20,  2000


                                        19
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
------------------

ASSETS:
<S>                                                              <C>
CURRENT ASSETS
   Cash                                                          $  219,613
   Accounts receivable, net of allowance of $1,796,852            3,705,881
   Customer acquisition costs, net of accumulated amortization
     of $2,975,678                                                  230,898
   Prepaid expenses and other assets                                 99,229
   Deferred income taxes                                            771,382
                                                                 -----------
      Total current assets                                        5,027,003

PROPERTY AND EQUIPMENT, net                                         502,708

DEPOSITS                                                             13,287

INTELLECTUAL PROPERTY- URL, net of accumulated
  amortization of $630,833                                        4,379,167

DEFERRED FINANCING COSTS                                             21,250
                                                                 -----------
    TOTAL ASSETS                                                 $9,943,415
                                                                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Accounts payable                                              $  103,015
   Accrued liabilities                                              328,128
   Line of credit                                                 1,577,547
   Notes payable - current portion                                2,370,019
   Income taxes payable                                             260,427
                                                                 -----------
      Total current liabilities                                   4,639,136

DEFERRED INCOME TAXES                                               105,868

                                                                 -----------
      Total liabilities                                           4,745,004
                                                                 -----------

STOCKHOLDERS' EQUITY:
   Series B preferred stock, $.001 par value, 2,500,000 shares
      designated, 1,500,000 issued                                    1,500
   Common stock, $.001 par value, 50,000,000 shares authorized,
     40,560,464 issued and outstanding                               40,561
   Paid in capital                                                5,769,113
   Treasury stock at cost                                           (69,822)
   Accumulated deficit                                             (542,941)
                                                                 -----------
      Total stockholders' equity                                  5,198,411
                                                                 -----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $9,943,415
                                                                 ===========
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                        20
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

CONSOLIDATED  STATEMENTS  OF  OPERATIONS
FOR  THE  YEARS  ENDED  SEPTEMBER  30,  2000  AND  SEPTEMBER  30,  1999
-----------------------------------------------------------------------

                                                                      2000          1999
                                                                  ------------  ------------
<S>                                                               <C>           <C>
NET REVENUES                                                      $15,836,422   $ 8,572,185
                                                                  ------------  ------------
OPERATING EXPENSES:
     Cost of services                                               5,234,906     4,760,026
     General and administrative expenses                            5,392,860     1,731,209
     Sales and marketing expenses                                   1,619,113     3,714,427
     Depreciation and amortization                                    616,660       192,469
                                                                  ------------  ------------
         Total operating expenses                                  12,863,539    10,398,131
                                                                  ------------  ------------
OPERATING INCOME/(LOSS)                                             2,972,883    (1,825,946)
                                                                  ------------  ------------

OTHER (INCOME) AND EXPENSES
     Interest expense                                                 853,761       410,319
     Interest income                                                     (802)       (5,401)
     Other Income                                                     (82,846)            -
                                                                  ------------  ------------

     Total other expense                                              770,113       404,918
                                                                  ------------  ------------

INCOME/(LOSS) BEFORE DISCONTINUED
   OPERATIONS AND INCOME TAXES                                      2,202,770    (2,230,864)

INCOME TAX (BENEFIT) PROVISION                                       (645,207)      240,119
                                                                  ------------  ------------

INCOME/(LOSS) FROM CONTINUING OPERATIONS                            2,847,977    (2,470,983)

LOSS FROM DISCONTINUED OPERATIONS
  Loss from operations of medical billing services segment (no
   effect for income taxes)                                                 -      (221,194)
  Loss from abandonment of medical billing services segment (no
   effect for income taxes)                                                 -    (1,671,510)
                                                                  ------------  ------------
       Total                                                                -    (1,892,704)
                                                                  ------------  ------------
NET INCOME/(LOSS)                                                 $ 2,847,977   $(4,363,687)
                                                                  ============  ============

NET INCOME/(LOSS) PER SHARE:
  Basic:
  Continuing operations                                           $      0.07   $     (0.11)
  Discontinued operations                                                   -         (0.09)
                                                                  ------------  ------------
    Total Basic                                                   $      0.07   $     (0.20)
                                                                  ============  ============

Diluted:
 Continuing operations                                            $      0.07   $     (0.11)
 Discontinued operations                                                    -         (0.09)
                                                                  ------------  ------------
    Total Diluted                                                 $      0.07   $     (0.20)
                                                                  ============  ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                            40,120,829    22,223,757
                                                                  ============  ============

  Diluted                                                          40,120,829    22,223,757
                                                                  ============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  FOR  THE
YEARS  ENDED  SEPTEMBER  30,  2000  AND  SEPTEMBER  30,  1999
-------------------------------------------------------------

                                         COMMON STOCK        PREFERRED A      TREASURY     PAID-IN    ACCUMULATED
                                       SHARES    AMOUNT    SHARES    AMOUNT     STOCK      CAPITAL      DEFICIT        TOTAL
                                     ----------  -------  ---------  -------  ---------  -----------  ------------  ------------
<S>                                  <C>         <C>      <C>        <C>      <C>        <C>          <C>           <C>

BALANCE OCTOBER 1, 1998              17,000,000  $17,000          -  $     -  $      -   $        -   $   972,769   $   989,769

  Reverse merger                     14,714,603   14,715                       (69,822)   1,777,670                   1,722,563

  Common stock issued for
    service rendered                  1,694,500    1,695                                  2,143,483                   2,145,178

  Common stock issued for cash          847,750      848                                    627,985                     628,833

  Common stock issued as collateral
    for on note payable               2,000,000    2,000                                     (2,000)                          0

  Common stock placed in escrow
     as collateral on debt            2,500,000    2,500                                     (2,500)                          0

  Employee preferred stock grants                         1,700,000    1,700                 (1,700)                          0

  Conversion of debt                    400,000      400                                    349,600                     350,000

  Net loss                                                                                             (4,363,687)   (4,363,687)
                                     ----------  -------  ---------  -------  ---------  -----------  ------------  ------------
BALANCE
    SEPTEMBER 30, 1999               39,156,853  $39,157  1,700,000  $ 1,700  $(69,822)  $4,892,538   $(3,390,918)  $ 1,472,655
</TABLE>

                                    (CONTINUED)


    The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       22
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  FOR  THE
YEARS  ENDED  SEPTEMBER  30,  2000  AND  SEPTEMBER  30,  1999  (CONTINUED)
--------------------------------------------------------------------------


                                             COMMON STOCK         PREFERRED A       TREASURY   PAID-IN     ACCUMULATED
                                           SHARES    AMOUNT     SHARES     AMOUNT     STOCK     CAPITAL      DEFICIT
                                         ----------  -------  ----------  --------  ---------  ----------  ------------
<S>                                      <C>         <C>      <C>         <C>       <C>        <C>         <C>
BALANCE OCTOBER 1, 1999                  39,156,853  $39,157  1,700,000   $ 1,700   $(69,822)  $4,892,538  $(3,390,918)

 Common stock issued for
  consulting services                       500,000      500                                      463,450

 Common stock issued for
  exercised options                          53,611       54                                       84,275

 Common stock issued as board of
  directors' fees                           550,000      550                                      114,950

 Common stock issued to former
   officer to convert preferred shares
   and as final compensation settlement     200,000      200   (200,000)     (200)                 89,800

 Common stock issued to settle
   lease agreement                          100,000      100                                      124,100

  Net income                                                                                                 2,847,977
                                         ----------  -------  ----------  --------  ---------  ----------  ------------
BALANCE
  SEPTEMBER 30, 2000                     40,560,464  $40,561  1,500,000   $ 1,500   $(69,822)  $5,769,113  $  (542,941)
                                         ==========  =======  ==========  ========  =========  ==========  ============


                                              TOTAL
                                           ----------
<S>                                        <C>
BALANCE OCTOBER 1, 1999                    $1,472,655

 Common stock issued for
  consulting services                          463,950

 Common stock issued for
  exercised options                            84,329

 Common stock issued as board of
  directors' fees                             115,500

 Common stock issued to former
   officer to convert preferred shares
   and as final compensation settlement        89,800

 Common stock issued to settle
   lease agreement                            124,200

  Net income                                2,847,977
                                           ----------
BALANCE
   SEPTEMBER 30, 2000                      $5,198,411
                                           ==========
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements


                                       23
<PAGE>
<TABLE>
<CAPTION>
YP.NET,  INC.

     CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

CASH FLOWS FROM OPERATING ACTIVITIES:                                                    2000          1999
                                                                                     ------------  ------------
<S>                                                                                  <C>           <C>

  Net income/(loss)                                                                  $ 2,847,977   $(4,363,687)
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Loss from discontinued operations                                                            -       221,194
  Loss on abandonment of net assets of discontinued operations                                 -     1,671,510
  Depreciation and amortization                                                          144,993        30,338
  Issuance of common stock as compensation for services                                  669,250     2,146,872
  Loss on disposal of equipment                                                                -        89,319
  Deferred income taxes                                                                 (645,207)      (20,307)
  Conversion of accrued interest to common stock                                               -       100,000
  Provision for Uncollectible Accounts                                                 1,590,840             -
  Amortization of intellectual property                                                  471,667       149,166
  Changes in assets and liabilities (net of business acquisitions and divestures):
    Trade and other accounts receivable                                               (4,345,544)     (124,826)
    Customer acquisition costs                                                           403,002      (264,981)
    Other receivables                                                                     77,182       (32,671)
    Prepaid and other current assets                                                      39,621        (9,616)
    Other assets                                                                               -        49,525
    Accounts payable                                                                      48,014       (71,348)
    Accrued liabilities                                                                 (119,232)      202,118
    Deferred Financing Costs                                                             102,500             -
    Income taxes payable                                                                       -       260,427
    Deferred revenue                                                                    (324,760)      324,760
                                                                                     ------------  ------------
     Cash provided by continuing operations                                              960,303       357,793
     Cash used by discontinued operations                                                      -    (1,049,573)
                                                                                     ------------  ------------
          Net cash  provided/(used) by operating activities                              960,303      (691,780)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of  equipment                                                               (211,803)     (230,662)
  Purchase of intellectual property                                                            -    (3,000,000)
  Cash acquired in business acquisition                                                        -     3,124,150
                                                                                     ------------  ------------
          Net cash (used in)  investing activities                                      (211,803)     (106,512)
                                                                                     ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings on line of credit                                             789,241       788,306
  Principal repayments on notes payable                                               (1,657,781)     (394,623)
  Proceeds from sale of common stock                                                      84,329       629,681
                                                                                     ------------  ------------
          Net cash (used)/provided by financing activities                              (784,211)    1,023,364
                                                                                     ------------  ------------

(DECREASE)/INCREASE IN CASH                                                              (35,711)      225,072

CASH, BEGINNING OF YEAR                                                                  255,324        30,252
                                                                                     ------------  ------------
CASH, END OF YEAR                                                                    $   219,613   $   255,324
                                                                                     ============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       24
<PAGE>
YP.NET,  INC.


     CONSOLIDATED STATEMENT OF CASH FLOWS, (CONTINUED)
FOR  THE  YEARS  ENDED  SEPTEMBER  30,  2000  AND  1999
-------------------------------------------------------


SUPPLEMENTAL  CASH  FLOW  INFORMATION:

                                                             2000       1999
                                                           --------  ----------

       Interest Paid                                       $833,993  $   64,677
                                                           ========  ==========

       Income taxes paid                                   $    -0-  $      -0-
                                                           ========  ==========


SUPPLEMENTAL  SCHEDULE  OF  NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:


                                                             2000       1999
                                                           --------  ----------

Common stock issued in settlement of lease                 $124,200  $      -0-
                                                           ========  ==========

Conversion of debt to common stock                         $    -0-  $  250,000
                                                           ========  ==========

Note payable issued for purchase of intellectual property  $    -0-  $2,000,000
                                                           ========  ==========

Common stock issued for business acquisition               $    -0-  $1,722,563
                                                           ========  ==========


                                       25
<PAGE>
YP.NET,  INC.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
-----------------------------------------------

1.   ORGANIZATION  AND  BASIS  OF  PRESENTATION

     YP.Net,  Inc. (the "Company"),  formally RIGL  Corporation,  had previously
     attempted to develop  software  solutions for medical  practice billing and
     administration.  The Company had made acquisitions of companies  performing
     medical  practice  billing  services as test sites for its  software and as
     business opportunities.  The Company was not successful in implementing its
     medical practice billing and administration software products and looked to
     other  business  opportunities.  The Company  acquired  Telco  Billing Inc.
     ("Telco") in June 1999,  through the issuance of  17,000,000  shares of the
     Company's  common stock.  Prior to its  acquisition of Telco,  RIGL had not
     generated significant or sufficient revenue from planned operations.

     Telco was  formed in April  1998,  to  provide  advertising  and  directory
     listings for businesses on its Internet web site in a "Yellow Page" format.
                                                            -----------
     Telcoprovides  those services to its  subscribers  for a monthly fee. These
     services are  provided  primarily  to all  business  throughout  the United
     States.  Telco became a wholly owned  subsidiary of YP.Net,  Inc. after the
     June 16, 1999 acquisition.

     The accompanying  financial statements represent the consolidated financial
     position and results of operations of the Company and includes the accounts
     and  results of  operations  of the  Company  and Telco,  its wholly  owned
     subsidiary, for the year ended September 30, 2000. The consolidated results
     of operations and cash flows for the year ended  September 30, 1999 include
     that of Telco for the year ended  September 30, 1999, and YP.Net  (formerly
     RIGL) from the June 16, 1999 acquisition date through September 30, 1999.

     At the time that the  transaction was agreed to, the Company had 12,567,770
     common shares issued and outstanding. As a result of the merger transaction
     with Telco, there were 29,567,770 common shares outstanding, and the former
     Telco  stockholders  held  approximately 57% of the Company's voting stock.
     For  financial   accounting   purposes,   the  acquisition  was  a  reverse
     acquisition  of  the  Company  by  Telco,  under  the  purchase  method  of
     accounting,  and  was  treated  as a  recapitalization  with  Telco  as the
     acquirer.  Accordingly,  the  historical  financial  statements  have  been
     restated  after  giving  effect to the June 16,  1999,  acquisition  of the
     Company.  The financial  statements have been prepared to give  retroactive
     effect to October 1, 1998, of the reverse acquisition completed on June 16,
     1999,  and  represent  the  operations  of Telco.  Consistent  with reverse
     acquisition  accounting:  (i)  all  of  Telco's  assets,  liabilities,  and
     accumulated  deficit,  are reflected at their combined  historical cost (as
     the accounting acquirer) and (ii) the preexisting outstanding shares of the
     Company (the accounting acquiree) are reflected at their net asset value as
     if issued on June 16, 1999.


                                       26
<PAGE>
2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Cash includes all  short-term  highly liquid  investments  that are readily
     convertible to known amounts of cash and have original  maturities of three
     months or less.  At times  cash  deposits  may  exceed  government  insured
     limits.  At September 30, 2000, cash deposits exceeded those insured limits
     by $110,000.

     Principles of Consolidation:  The consolidated financial statements include
     ---------------------------
     the accounts of the Company and its wholly owned subsidiary, Telco Billing,
     Inc.  All  significant   inter-company   accounts  and   transactions   are
     eliminated.

     Customer  acquisition  costs represent the direct response  marketing costs
     ----------------------------
     that are incurred as the primary method by which customers subscribe to the
     Company's   services.   The  Company  purchases  mailing  lists  and  sends
     advertising   materials  to  prospective   subscribers  from  those  lists.
     Customers  subscribe  to the  services by  positively  responding  to those
     advertising materials which serve as the contract for the subscription. The
     Company capitalizes and amortizes the costs of direct-response  advertising
     on a  straight-line  basis over eight months.  The  amortization  lives are
     based on estimated attrition rates. The Company capitalized expenditures of
     $1,177,000  and  $1,464,000  during the years ended  September 30, 2000 and
     1999  respectively.  The Company  amortized  those  capitalized  amounts at
     $1,580,000  and  $1,237,000  during the years ended  September 30, 2000 and
     1999 respectively.

     The  Company  also  incurs   advertising  costs  that  are  not  considered
     direct-response  advertising.  These other  advertising  costs are expensed
     when incurred. These advertising expenses were $30,099 and $168,744 for the
     years ended September 30, 2000 and 1999 respectively.

     Property  and  equipment is stated at cost less  accumulated  depreciation.
     ------------------------
     Depreciation is recorded on a straight-line basis over the estimated useful
     lives of the assets  ranging  from 3 to 5 years.  Depreciation  expense was
     $144,993  and  $30,338  for the years  ended  September  30,  2000 and 1999
     respectively.

     Revenue  recognition:  The  Company's  revenue  is  generated  by  customer
     --------------------
     subscriptions of directory and advertising services.  Revenue is billed and
     recognized  monthly for services  subscribed  in that specific  month.  The
     Company utilizes  outside billing  companies to transmit billing data, much
     of which is forwarded to Local  Exchange  Carriers  ("LEC's")  that provide
     local telephone service.  Monthly  subscription fees are generally included
     on the telephone  bills of the customers.  The Company  recognizes  revenue
     based on net billings accepted by the LEC's. Due to the periods of time for
     which  adjustments may be reported by the LEC's and the billing  companies,
     the Company estimates and accrues for dilution and fees reported subsequent
     to year-end for initial billings  related to services  provided for periods
     within the fiscal year.

     Revenue for billings to certain  customers whom are billed  directly by the
     Company  and not  through  the LEC's,  is  recognized  on the basis of cash
     received due to poor  experience  associated  with the  collection  of such
     billings.

     Some customers  subscribe for a full year of service and pay in advance for
     the service.  The revenue  associated with these  subscriptions is deferred
     and recognized ratably over twelve months.


                                       27
<PAGE>
     Income taxes: The Company provides for income taxes based on the provisions
     ------------
     of Statement of Financial  Accounting  Standards  No. 109,  Accounting  for
     Income Taxes,  which,  among other things,  requires  that  recognition  of
     deferred  income taxes be measured by the provisions of enacted tax laws in
     effect at the date of financial statements.

     Financial  Instruments:  Financial  instruments  consist primarily of cash,
     ----------------------
     accounts  receivable,  and  obligations  under  accounts  payable,  accrued
     expenses  and  notes  payable.  The  carrying  amounts  of  cash,  accounts
     receivable,   accounts   payable,   accrued   expenses  and  notes  payable
     approximate fair value because of the short maturity of those  instruments.
     The  Company has  applied  certain  assumptions  in  estimating  these fair
     values.  The use of  different  assumptions  or  methodologies  may  have a
     material effect on the estimates of fair values.

     Net loss per share is  calculated  using  the  weighted  average  number of
     ------------------
     shares of common stock outstanding during the year. The Company has adopted
     the provisions of SFAS No. 128 Earnings Per Share.

     Use of Estimates:  The  preparation  of financial  statements in conformity
     ----------------
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Stock-Based Compensation:  Statements of Financial Accounting Standards No.
     ------------------------
     123,  Accounting for  Stock-Based  Compensation,  ("SFAS 123")  established
     accounting and disclosure  requirements  using a fair-value based method of
     accounting for stock-based employee  compensation.  In accordance with SFAS
     123,  the  Company  has  elected to  continue  accounting  for stock  based
     compensation  using the  intrinsic  value method  prescribed  by Accounting
     Principles   Board  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
     Employees."  The  proforma  effect of the fair value method is discussed in
     Note 15.

     Impairment of long-lived  assets is assessed by the Company for  impairment
     whenever there is an indication  that the carrying  amount of the asset may
     not be  recoverable.  Recoverability  of  these  assets  is  determined  by
     comparing the forecasted  undiscounted cash flows generated by those assets
     to the assets' net carrying value.  The amount of impairment  loss, if any,
     is measured as the difference  between the net book value of the assets and
     the estimated fair value of the related assets.

     Recently Issued Accounting Pronouncements: In December 1999, the Securities
     -----------------------------------------
     and Exchange  Commission issued Staff Accounting  Bulletin ("SAB") No. 101,
     Revenue  Recognition  in Financial  Statements.  SAB No. 101 summarizes the
     staff's  views in applying  generally  accepted  accounting  principles  to
     revenue recognition in financial  statements.  Management believes that the
     Company's  revenue  recognition  policies  have  complied  with  the  those
     prescribed  in SAB 101 and  therefore,  the adoption of SAB No. 101 did not
     have a material  effect on the  Company's  revenues or revenue  recognition
     policy.


                                       28
<PAGE>
3.   ACCOUNTS  RECEIVABLE

     The Company provides billing  information to third party billing  companies
     for the majority of its monthly billings. Billings submitted are "filtered"
     by these  billing  companies  and the  LEC's.  Net  accepted  billings  are
     recognized as revenue and accounts receivable.  The billing companies remit
     payments to the Company on the basis of cash  ultimately  received from the
     LEC's by those billing  companies.  The billing  companies and LEC's charge
     fees for  their  services  which are  netted  against  the  gross  accounts
     receivable  balance.  The billing  companies  also apply  holdbacks for the
     remittances for potentially  uncollectible accounts. These dilution amounts
     will vary due to numerous  factors and the Company may not be certain as to
     the actual  amounts of dilution on any  specific  billing  submittal  until
     several months after that  submittal.  The Company  estimates the amount of
     these charges and holdbacks  based  historical  experience  and  subsequent
     information  received  from the billing  companies.  The Company  estimates
     uncollectible   account   balances  and  provides  an  allowance  for  such
     estimates.

     The  Company  entered  into  a  customer  billing  service  agreement  with
     Integretel,  Inc.  Integretel  provides  billing and collection and related
     services.  Determining  the net realizable  value requires an estimation of
     both  uncollectible  receivables or any returns and  allowances.  The trade
     receivable due from Integretel at September 30, 2000 was $2,135,486.  These
     receivables  have been  reduced by an allowance  for  doubtful  accounts of
     $640,646.

     The Company also entered into a customer  billing  service  agreement  with
     Enhanced  Services  Billing,   Inc.  (ESBI).   ESBI  provides  billing  and
     collection and related services very similar to Integretel discussed above.
     Determining  the  net  realizable  value  requires  an  estimation  of both
     uncollectible  receivables  or  any  returns  and  allowances.   The  trade
     receivable  due  from  ESBI at  September  30,  2000  was  $2,944,316  less
     aggregated amounts for telco fees, and reserve holdbacks based on dilution.
     This  trade  receivable  has been  reduced  by an  allowance  for  doubtful
     accounts of $765,522.

     Trade subscription receivables, which are directly administered and carried
     by the Company,  are valued and reported at net realizable  value,  the net
     amount  expected to be received.  This amount may or may not be necessarily
     the amount  received.  Determining  the net  realizable  value  requires an
     estimation of both  uncollectible  accounts or any returns and  allowances.
     The net trade subscriptions receivable at September 30, 2000 was $32,247.

     The Company  experienced  significant  dilution from the billing  companies
     during the year ended  September  30,  2000.  The billing  companies  began
     increasing  their  holdbacks on billing  submittals  because of  submittals
     being rejected by the LEC's due to incompatible  billing  information.  The
     Company has attempted to resolve these matters with the billing  companies.
     The  Company  has  resubmitted   billing  company  rejections  of  $862,000
     subsequent to September 30, 2000, that relate to services provided prior to
     September  30,  2000.  This  amount  is  included  in  the  gross  accounts
     receivable  balances  at  September  30,  2000.  The  Company's  management
     believes that problems  associated with the billing  information  have been
     resolved and that the  collection of these  receivables,  net of applicable
     reserves, will occur in the normal course of the Company's operations


                                       29
<PAGE>
4.   INTELLECTUAL  PROPERTY

     In connection  with the  Company's  acquisition  of Telco,  the Company was
     required to provide  accelerated payment of license fees for the use of the
     Internet domain name or Universal Resource Locator (URL) Yellow-page.  net.
                                                              -----------------
     Telco had previously  entered into a 20-year license  agreement for the use
     of the URL  with  one of its two 50%  stockholders.  The  original  license
     agreement  required  annual  payments of $400,000.  However,  the agreement
     stated  that upon a change in control of Telco,  a  $5,000,000  accelerated
     payment is required to maintain the rights under the  licensing  agreement.
     The URL holder agreed to discount the accelerated  payments from $8,000,000
     to $5,000,000 at the time of the  acquisition.  The Company  agreed to make
     that payment upon effecting the acquisition of Telco.

     The Company  made a  $3,000,000  cash payment and issued a note payable for
     $2,000,000  to acquire the  licensing  rights of the URL.  The Company also
     issued 2,000,000 shares of its common stock to be held as collateral on the
     note.  The note payable was  originally  due on July 15, 1999.  The Company
     failed to make the  $2,000,000  payment when due. The repayment  terms were
     renegotiated  to extend the due date to January 15, 2000.  An extension fee
     of  $200,000  was paid by the  Company  at that  time.  The  Company  again
     renegotiated  the repayment terms on April 26, 2000, to a demand note, with
     monthly  installments  of $100,000  subject to all operating  requirements,
     which, management believes, have subsequently been met by the Company.

     The URL is recorded at its cost net of accumulated amortization. Management
     believes that the Company's business is dependent on its ability to utilize
     this URL given the  recognition of the Yellow page term.  Also, its current
                                            -----------
     customer base relies on the recognition of this term and URL as a basis for
     maintaining the subscriptions to the Company's service. Management believes
     that  the  current   revenue  and  cash  flow  generated   through  use  of
     Yellow-page.net  substantiates the net book value of the asset. The Company
     ---------------
     will periodically analyze the net book value of this asset and determine if
     an impairment has occurred.  The URL is amortized on an  accelerated  basis
     over the twenty-year term of the licensing agreement.  Amortization expense
     on the URL was $471,667 and $149,166 for the years ended September 30, 2000
     and 1999 respectively.

5.   PROPERTY  AND  EQUIPMENT

     Property and equipment consisted of the following at September 30, 2000:

               Leasehold  improvements               $    317,507
               Furnishings and fixtures                   197,261
          Office and computer equipment                   248,487
                                                     -------------
                 Total                                    763,255
                 Less accumulated depreciation           (260,547)
                                                     -------------

               Property  and  equipment,  net        $    502,708
                                                     =============

     The  Company  has  provided  certain   equipment  and  improvements  to  an
     affiliated  entity at no cost to that affiliated  entity.  This arrangement
     was made as part of the  Company's  original  default  settlement  with the
     prior owners of the URL discussed in Note 4. The Company  retains title and
     control  of these  assets.  However,  they are not  being  utilized  by the
     Company. The gross cost of the office equipment and leasehold  improvements
     being  utilized  by the  affiliated  entity was  approximately  $250,000 at
     September 30, 2000.


                                       30
<PAGE>
6.   NOTES  PAYABLE  AND  LINE  OF  CREDIT

     Notes payable at September 30, 2000 are comprised of the following:

     1,7000,000 Revolving line of credit, interest at the
     prime rate plus 6% (15.5% at September 30, 2000).
     The facility is limited to 70% of eligible accounts
     receivable. All assets of the Company collateralize the
     credit facility.  The credit facility expires on February
     4, 2001 under the amended forbearance agreement.            $ 1,577,547

     Term loan from bank.  Original balance of $40,525.
     Repayment terms require monthly installments of
     principal and interest of $1,844.  Interest at 8.5% per
     annum.  Due January 13, 2001.  Collateralized by
     equipment.
                                                                       5,503
     Note payable to stockholders, original balance of
     2,000,000, interest at 10% per annum.  Repayment
     terms require monthly installments of $100,000 plus
     interest.  Due January 11, 2001.  Collateralized by
     2,000,000 shares of the Company's common stock.                 600,000

     Note payable to former Telco shareholder for balance
     of URL purchase price (Note 4). Repayment terms
     require monthly installments of principal and interest at
     20% per annum of $100,000 and due upon demand.
     Collateralized by 2,000,000 shares of the Company's
     common stock                                                  1,764,516

                                                                 ------------
        Totals                                                     3,947,566

         Less current portion                                     (3,947,566)
                                                                 ------------

         Long-term portion                                       $       -0-
                                                                 ============

     The line of credit facility has been operated under a forbearance agreement
     with the lender  since  August 4,  2000,  due to  certain  defaults  by the
     Company of the loan agreement.  Under the forbearance agreement, the lender
     has agreed to continue making advances in accordance with the original loan
     agreement  as amended by the  forbearance  agreement.  The  Company and the
     lender  continue  to  operate  the  credit   facility   subsequent  to  the
     forbearance termination date of November 2, 2000. The forbearance agreement
     was  extended  to January 4, 2001,  and then to  February  7, 2001  changes
     eligible  accounts  receivables from 60% to 50% and total line availability
     from  $1,700,000  to  $1,000,000.  The original loan  agreement  expired on
     August 31, 2003.  However,  the Company is actively  seeking to replace the
     existing credit facility through a different  lender.  Management  believes
     that it will be successful in making that replacement.  However,  there can
     be no  assurances  that  the  Company  will  obtain  a new  line of  credit
     facility.  Management also, believes that the lender under the current line
     of credit  facility will allow the Company to continue making draws until a
     replacement facility is in place.


                                       31
<PAGE>
7.   BUSINESS  COMBINATION

     On June 16, 1999, the Company  exchanged  17,000,000 shares of common stock
     for all of the common stock of Telco Billing  Company  ("Telco").  Prior to
     the merger,  the Company had not yet  commenced  material  operations.  For
     financial  accounting  purposes,  the  acquisition  was  accounted for as a
     reverse  merger  and was  treated as a  Recapitalization  with Telco as the
     acquirer. The accompanying financial statements present the historical cost
     bases of  assets  and  liabilities  and  results  of  operations  of Telco.
     Subsequent to the merger,  the Company  ceased its previous  operations and
     abandoned assets related to those operations.  The remaining Company assets
     are  recorded  at their  historical  cost.  The  Recapitalization  of Telco
     reflects  the book  value of the net  assets  of RIGL as of the date of the
     merger as of June 16, 1999 of $1,722,563.

8.   DISCONTINUED  OPERATIONS

     Effective  with the  acquisition  of Telco  on June 16  1999,  the  Company
     determined  that it would  abandon  its  efforts to develop  and market the
     medical practice billing and  administration  business.  The operations for
     this segment are reflected as discontinued  operations in the  accompanying
     statement of  operations.  Revenues of this  segment were  $160,154 for the
     year ended September 30, 1999. The Company divested asset balances totaling
     $1,646,000 related to this segment. The disposed components are as follows:

                    Capitalized software costs              $  673,000
                    Goodwill                                   152,000
                    Security deposits                           62,000
                    Receivables                                436,000
                    Other                                      323,000
                                                            ----------
                      Total                                 $1,646,000
                                                            ==========

9.  PROVISION  FOR  INCOME  TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting purposes and the amounts used for income tax purposes.

     The deferred tax  consequences of temporary  differences in reporting items
     for  financial  statement  and  income  tax  purposes  are  recognized,  if
     appropriate. Realization of the future tax benefits related to the deferred
     tax assets is dependent on many factors, including the Company's ability to
     generate  taxable income within the net operating loss period.  The Company
     has considered these factors in reaching its conclusion as to the valuation
     allowance for financial reporting purposes.

     At September 30, 2000 the Company has unused  Federal net operating  losses
     of $3,985,962 available under Internal Revenue Code 382 - change in control
     rules  expiring  from 2011 through  2014.  The Company has no available net
     operating loss carryforwards  under the separate return limitation year and
     has unavailable net operating loss carryforwards of $3,985,962. The Company
     may utilize the unavailable net operating loss  carryforwards of $3,985,962
     upon generating taxable income in that operating entity.


                                       32
<PAGE>
     At September 30, 2000 the Company had unused state net operating  losses of
     $1,931,900  available  under the change in control rules expiring 2003. The
     Company  has no  available  net  operating  loss  carryforwards  under  the
     separate  return  limitation  year and has  unavailable  net operating loss
     carryforwards  of $1,931,900.  The Company may utilize the  unavailable net
     operating loss  carryforwards of $1,931,900 upon generating  taxable income
     in that operating entity.

     Prior to the  acquisition  date of June 16,  1999 RIGL agreed to assume the
     tax liability of Telco for the taxable income  generated  prior to June 16,
     1999. The provision for income taxes for the year ended September 30, 1999,
     is computed based on the pretax income  generated  prior to the acquisition
     of Telco. The current income tax provision of $260,427, less a net deferred
     benefit  $20,478,  related to Telco for the year ended  September 30, 1999,
     has been included in the statement of income.

        Income taxes for years ended September 30, is summarized as follows:

                                                     2000             1999
                                                     ----             ----

     Current Provision (Benefit)                 $ 1,527,389     $(1,708,515)
     Deferred Benefit (Provision)                 (2,172,596)      1,948,634
                                                 ----------------------------

     Net income tax (benefit) provision          $  (645,207)    $   240,119
                                                 ============================


     The net  income  tax  provision  of  $240,119  incurred  for the year ended
     September 30, 1999, was allocated to continuing operations.  This provision
     amount  relates   primarily  to  taxable  income  of  Telco  prior  to  the
     acquisition. The loss from discontinued operations generated additional net
     operating  loss  carryforwards,  which  were  fully  offset by a  valuation
     allowance resulting in no tax effect.

     A  reconciliation  for the differences  between the effective and statutory
     income tax rates for years ended September 30, is as follows:

                                                                      2000  1999
                                                                      ----  ----

     Federal statutory rates            $   748,942     34%  $(1,402,014)  (34)%
     State income taxes                     132,166      6%     (329,885)  ( 8)%
     Utilization of valuation allowance  (1,527,389)  (69)%
     Provision due to income
          generated prior to merger               -              260,597      6%
     Valuation allowance for operating
     loss carryforwards                                        1,694,534     42%
     Other                                    1,074      -        16,887      -
                                        ------------  -----  ------------  -----
     Effective rate                     $  (645,207)  (29)%  $   240,119      6%
                                        ============  =====  ============  =====


                                       33
<PAGE>
     Deferred  tax assets  totaling  $2,242,000  are  comprised  of $771,000 for
     differences  in book and tax bases of accounts  receivable  and  intangible
     assets  and  approximately   $1,471,000   relates  to  net  operating  loss
     carryforwards  which is offset by a an equal valuation  allowance resulting
     in a net deferred income tax asset of $771,000. The valuation allowance was
     provided due to the uncertainty of future  realization of federal and state
     net operating loss carryforwards that give rise to approximately $1,471,000
     of the deferred tax asset because of  restrictions  on the  utilization  of
     such  carryforwards  due to the  change in  control  rules  under  Internal
     Revenue Code Section 382. The valuation allowance  decreased  $1,070,000 in
     the year ended September 30, 2000, due to resolution of uncertainties as to
     the Company's ability to generate  sufficient taxable income to utilize the
     net operating loss carryforwards that could be utilized.

10.  LEASES

     The  Company  leases its office  space  under  long-term  operating  leases
     expiring  through  2003.  Rent expense  under these leases was $176,637 and
     $87,250 for the years ended September 30, 2000 and 2001.  However,  as part
     of an agreement with the sub lessee of one of the  properties,  the Company
     paid $124,000 in the form of shares of the  Company's  common stock to that
     sub lessee.  That amount was  capitalized  and is being  amortized over the
     remaining term of the lease.  Rent expense for the year ended September 30,
     2000 includes $40,000 for the amortization of that capitalized amount.

     The Company  consolidated  office  space from a variety of  locations  to a
     single  facility  in the year ended  September  30,  1999.  The Company has
     subleased the former Telco office space.

     Future minimum annual lease payments and sublease  rentals under  operating
     lease agreements for years ended September 30, 2000:
                                             Sublease
                       Rents                  Rentals
                       -----                  -------

          2000     $   351,095              $  202,571
          2001         407,676                 280,212
          2002         392,862                 265,398
          2003          95,598                       -
                   -----------              ----------

                   $ 1,247,231              $  748,181
                   ===========              ==========


11.  STOCKHOLDERS'  EQUITY

     Telco  Acquisition
     ------------------

     The Company issued 17,000,000 shares of its Common Stock in connection with
     the Telco acquisition.  The transaction was valued at the book value of the
     net assets of RIGL as of the date of the transaction.


                                       34
<PAGE>
     Actions  of  the  Board
     -----------------------

     Significant  blocks of stock  have  been  issued  to  former  officers  and
     consultants  for services  rendered.  It is not  possible to determine  the
     effect, if any, of bringing current the required Exchange Act of 1934 ("the
     1934 Act") filings and the financial  statements and disclosures  contained
     therein,  may have on the actions of current or former  shareholders of the
     Company  affected  by these  transactions.  The value of those  shares  was
     determined  based on the  trading  value of the stock at the dates on which
     the  agreements   were  made  for  the  services.   The  expense  for  that
     consideration  is 90% of the  trading  value of the  shares  to factor in a
     discount for the regulatory restrictions on trading of those shares. During
     the year ended  September 30, 2000,  the Company  issued  500,000 shares of
     common  stock to  consultants  valued at  $463,950.  During  the year ended
     September 30, 1999, the Company issued  1,694,500 shares to former officers
     and  consultants  valued at $2,145,178.  See Note 12 pertaining to disputed
     shares issued to consultants.

     Also in the year ended  September  30,  2000,  the Company  issued  550,000
     shares of its common  stock  valued at  $115,500 to members of the board of
     directors as consideration and payment for directors' fees.

     Effects  of  Delinquent  Filings  on  Market  Activity
     ------------------------------------------------------

     The Company is delinquent  in its filings  under the 1934 Act.  Significant
     trading of the Company  stock has  occurred by both  related and  unrelated
     parties during the period  subsequent to its filing.  It is not possible to
     determine  the effect,  if any, of bringing  current the required  1934 Act
     filings and the financial statements and disclosures contained therein, may
     have on the  actions  of  current  or former  shareholders  of the  Company
     affected by these revisions.

     Effects  of  Delinquent  Filings  on  Rule  144  and Reg. S Stock Issuances
     ---------------------------------------------------------------------------

     The Company has been  delinquent in its public filings but has attempted to
     keep the public  informed  through press  releases and 8-K filings while it
     makes a concerted  effort to become current in its filings.  The Company is
     determining  the factual  issues of this matter and is currently  unable to
     determine the  materiality  of  violations,  if any, or their impact on the
     financial statements of the Company.

     Other
     -----

     During the year ended  September  30, 1999,  the Company  issued  4,500,000
     shares of its common stock as collateral on two notes  payable.  The shares
     are held in escrow pending  repayments of the obligations.  Both notes have
     been  restructured,  extending the due dates.  The shares are non-voting as
     long as they are held in  escrow.  These  shares  are not  included  in the
     weighted  average  shares  outstanding  for  purposes  of  calculating  the
     Company's  basic and  diluted  net income or loss per common  share for the
     years ended September 30, 2000 and 1999.

     During the year ended September 30, 2000, the Company issued 100,000 shares
     of its common  stock to a sub lessee of certain  office space for which the
     Company is the primary lessee.  Management  agreed to issue these shares as
     an  inducement  to the sub lessee and allow the  Company to  eliminate  the
     monthly obligation under that lease.


                                       35
<PAGE>
     Also in the year ended September 30, 2000, the Company agreed to settle all
     outstanding  issues with a former  officer by  agreeing to convert  200,000
     shares of Series B  preferred  stock held by this  individual  to  200,000,
     shares of common stock.  The conversion was set at the original  conversion
     rate for the  preferred  shares.  However,  under the original  terms,  the
     preferred  shares  were not  convertible  until the  occurrence  of certain
     "trigger  events".  Those "trigger  events" had not occurred but the former
     officer was  allowed to convert as part of the  settlement  agreement.  The
     conversion  was recorded at the estimated  value of the common stock on the
     date of the conversion.

     During the year ended September 30, 1999, the Company issued 400,000 shares
     of its  common  stock as  conversion  of the  remaining  balance  of a note
     payable.  The unpaid  principal  balance of the note converted was $250,000
     and accrued interest of $100,000 was also converted.

     All of the above  transactions  were effected by the issuance of restricted
     common  stock.  The  estimated  value was  determined to be 90% the closing
     price of the common stock at the date of the transaction.

     The Company granted 1,700,000 shares of Series B preferred stock to certain
     employees  during the year ended September 30, 1999. The Series B preferred
     stock has no stated  dividend.  The  preferred  shares are  convertible  to
     common  stock at the option of the holder.  The shares are  convertible  at
     varying rates  depending  upon the trading price of the common stock at the
     time of conversion.  The initial conversion rate is one share of common for
     each share of preferred.  Conversion  may not occur until certain  "trigger
     events" occur and all rights with respect to the preferred shares terminate
     on November 30, 2004. "Trigger events" are defined as trading prices of the
     Company's  common stock  reaching or exceeding $5 through $10 per share and
     net income reaching or exceeding  $5,000,000.  No value was assigned to the
     preferred shares in the accompanying balance sheet nor was any compensation
     expense  recognized  for the year ended  September  30,  2000,  because the
     preferred  shares were not exercisable at the time of issuances  because of
     the  failure of the  Company to meet the  "trigger  events".  Subsequently,
     management has cancelled the Series B preferred  stock and rescinded  those
     issuances. However, all shares of the Series B preferred stock were not yet
     returned at September 30, 2000.


12.  COMMITMENTS  AND  CONTINGENCIES

     Telco  Billing
     --------------

     The  acquisition  of  Telco  by the  Company  called  for the  issuance  of
     17,000,000 new shares of stock in exchange of the existing shares of Telco.
     As part of that  agreement,  the Company gave the former  shareholders  the
     right to "Put"  back to the  Company  certain  shares of stock at a minimum
     stock price of 80% of the current trading price with a minimum strike price
     of $1.00.  The net effect of which was that the former  Telco  shareholders
     could require the Company to repurchase shares of stock of the Company at a
     minimum cost of $10,000,000.  The agreement  required the Company to attain
     certain market share levels.


                                       36
<PAGE>
     New  management  has  renegotiated  the  "Puts",  by which the "Puts"  were
     retired and the Company  provided a credit  facility of up to $5,000,000 to
     the  former  Telco  shareholders,  collateralized  by the stock held by the
     shareholders,  with interest at least 0.25 points higher than the Company's
     average cost of borrowing.  Additional  covenants warrant that no more that
     $1,000,000 can be advanced at any point in time and no advances can be made
     in excess with out allowing at least 30 days operating capital plus reserve
     or if the company is in an uncured default with any of its lenders.

     Billing  Service  Agreements
     ----------------------------

     The Company has entered  into a customer  billing  service  agreement  with
     Integretel,  Inc.  (IGT).  IGT provides  billing and collection and related
     services associated to the telecommunications  industry. The agreement term
     is for two years,  automatically  renewable in two-year  increments  unless
     appropriate  notice to terminate is given by either  party.  The  agreement
     will  automatically  renew on September 1, 2001,  unless either party gives
     notice  of  termination  90 days  prior to that  renewal  date.  Under  the
     agreement,  IGT bills,  collects  and remits the  proceeds  to Telco net of
     reserves for bad debts, billing adjustments, telephone company fees and IGT
     fees. If either the Company's  transaction volume decreases by 25% from the
     preceding  month,  less  than  75% of the  traffic  is  billable  to  major
     telephone  companies,  IGT may at its own discretion  increase the reserves
     and holdbacks under this agreement. IGT handles all billing information and
     collection of  receivables.  The Company's  cash receipts on trade accounts
     receivable are dependent  upon estimates  pertaining to holdbacks and other
     factors as  determined by IGT. IGT may at its own  discretion  increase the
     reserves and holdbacks under this agreement.

     The Company has also entered into a customer billing service agreement with
     Enhanced  Services  Billing,   Inc.  (ESBI).   ESBI  provides  billing  and
     collection  and  related  services  associated  to  the  telecommunications
     industry. The agreement term is for two years,  automatically  renewable in
     one-year  increments  unless  appropriate  notice to  terminate is given by
     either  party.  The  agreement  automatically  renews on  December 3, 2001,
     unless  either  party  gives  notice of  termination  91 days prior to that
     renewal  dateUnder  the  agreement,  ESBI  bills,  collects  and remits the
     proceeds  to Telco net of  reserves  for bad  debts,  billing  adjustments,
     telephone  company fees and ESBI fees. If either the Company's  transaction
     volume  decreases  by 25% from the  preceding  month,  less than 75% of the
     traffic  is  billable  to major  telephone  companies,  ESBI may at its own
     discretion increase the reserves and holdbacks under this agreement.


     United  States  Federal  Trade  Commission  (FTC)
     -------------------------------------------------

     The Company was a subject of an FTC investigation pertaining to claims made
     of deceptive marketing practices.  The Company believes that it has reached
     a tentative  agreement  with the FTC  requiring the Company to make certain
     changes to mailing and promotional  materials and notify certain  customers
     that a refund of past paid service fees is  available.  On the basis of the
     proposed settlement,  the Company would be required to notify approximately
     11,000  customers.  Each of those  customers  may receive a refund of up to
     $12.50. Management does not believe that the refunds will be material based
     on prior experience with such matters and the documentation requirements by
     customers  to receive  refunds.  The  Company  may also be  required to pay
     certain expenses incurred in the FTC investigation.  The Company intends to
     contest  payment  of  these  expenses  but  believes  that  if  such  is  a
     requirement  of any final  settlement  with the FTC, the amount could range
     from $50,000 to $70,000.


                                       37
<PAGE>
     Hudson  Consulting  Group  et  al
     ---------------------------------

     The Company under prior management and directors, in the course of pursuing
     equity  financing,  engaged the services of The Hudson Consulting Group, AK
     Elrod,  and Allen  Wolfson et al in the State of Utah.  The  Company  later
     became aware of certain legal issues  pertaining  to The Hudson  Consulting
     Group and some of its  principals.  The  Company  believes  the shares were
     improperly issued for no valid  consideration in that the Company claims it
     received  no services as  outlined  in the  agreement.  Current  management
     ordered a "stop  transfer" on the shares.  Upon the transfer agent refusing
     the transfer,  The Hudson  Consulting Group and its transferees  threatened
     litigation.  The transfer agent filed an  interpleader  action and tendered
     the  shares to the court to  determine  ownership.  The  Company is seeking
     return of the outstanding 2,000,000 shares of the common stock. The Company
     has made an offer to settle the  disagreement  by having the other  parties
     return the  approximately  2,000,000  shares and having the Company reissue
     500,000  shares.  The other  parties  responded  by stating that they would
     agree to return 500,000 shares. The Company believes that it is likely that
     this  matter  will be  litigated  but  believes  that the  likelihood  of a
     favorable  decision is high. The Company  recorded an expense of $1,536,000
     in the year ended  September 30, 1999,  for the  approximately  1.1 million
     shares  issued  to  The  Hudson  Consulting  Group.  However,   because  of
     discoveries  made in the year ended  September 30, 2000,  and  management's
     belief that a substantial  number of the 2,000,000 shares will be returned,
     the Company recorded no consideration  for the 890,334 shares issued to the
     The Hudson  Consulting  Group in the year ended  September 30, 2000. If the
     dispute is not settled in the Company's favor, the resulting  expense would
     be  determined  on the  basis  of  the  stock  price  at  the  time  of the
     settlement.  Due to the  uncertainty  of this  matter,  and the  opinion of
     Company  counsel that the Company will settle for a return of a substantial
     number of  disputed  shares,  no  additional  accrual has been made for the
     890,334 shares.


13.  NET  INCOME  (LOSS)  PER  SHARE

     Net loss per share is  calculated  using  the  weighted  average  number of
     shares  of common  stock  outstanding  during  the  year.  Preferred  stock
     dividends  are  subtracted  from the net  income to  determine  the  amount
     available to common  shareholders.  There were no preferred stock dividends
     in the years ended September 30, 2000 or 1999.

     Preferred  stock  convertible to 1,500,000  shares of common stock were not
     considered in the calculation  for diluted  earnings per share for the year
     ended  September 30, 2000 because the ability to convert is contingent upon
     the Company attaining certain stock price and profitability  goals. None of
     which was met at September  30, 2000.  Also,  warrants to purchase  350,000
     shares of common stock were not considered in the  calculation  for diluted
     earnings  per share for the year  ended  September  30,  2000  because  the
     exercise  price of the  warrants is greater  than the average  common stock
     price for the  period,  therefore  the effect of their  inclusion  would be
     antidilutive.  Also  excluded  from  the  calculation  for the  year  ended
     September 30, 2000, were 890,334 shares of common stock that are in dispute
     (see Note 12).

     Preferred  stock  convertible  to 1,700,000  common  shares and warrants to
     purchase  1,355,000  shares  of common  stock  were not  considered  in the
     calculation for diluted earnings per share for the year ended September 30,
     1999  because  the effect of their  inclusion  would be  antidilutive.  The
     following presents the computation of basic and diluted loss per share from
     continuing operations:


                                       38
<PAGE>
<TABLE>
<CAPTION>
                                  2000                                  1999
                                  ------------------------------------------
                                                         Per
                                  Income      Shares    Share      (Loss)       Shares     Per share
                                                                ------------  ----------  -----------
<S>                             <C>         <C>         <C>     <C>           <C>         <C>
Net  Income (Loss)              $2,847,977                      $(4,363,687)
Preferred stock dividends                                                 -
Discontinued operations                                           1,892,704
                                                                ------------
Income Loss from continuing      2,847,977                       (2,470,983)
operations

BASIC EARNINGS PER SHARE

Income Loss available to
common stockholders              2,847,977  40,120,829  $ 0.07  $(2,470,983)  22,223,757  $    (0.11)

Effect of dilutive securities                                       N/A

DILUTED EARNINGS PER SHARE      $2,847,977  40,120,829  $ 0.07  $(3,191,426)  22,223,757  $    (0.11)
</TABLE>


13.  RELATED  PARTY  TRANSACTIONS

     The  Company  compensated  certain  members of the Board of  Directors  for
     services other than routine duties of the Board. Fees paid to Board members
     in the year ended  September  30,  2000 were  $150,000.  The  Company  also
     granted 550,000 shares of common stock to members of the Board of Directors
     as directors' fees.

     As part of the Company's  original default settlement with the prior owners
     of the URL discussed in Note 4, the Company has provided certain  equipment
     and  improvements  to an  affiliated  entity at no cost to that  affiliated
     entity. The Company retains title and control of these assets. However, the
     assets are not being utilized by the Company.  The gross cost of the office
     equipment  and  leasehold  improvements  being  utilized by the  affiliated
     entity was  approximately  $250,000 at September  30, 2000.  The Company is
     also providing office space to this entity for  substantially  below market
     rental rates.  This entity is  affiliated  through  commonality  of certain
     management members

     During the year ended  September 30, 1999,  the Company  borrowed  $500,000
     from one of its  shareholders,  whom later  became a member of the board of
     directors  effective  February 3, 2000. The Company repaid  $250,000 of the
     balance in cash and the board member converted the remaining  $250,000 plus
     $100,000 in accrued  interest  to 400,000  shares of the  Company's  common
     stock. (Also see Note 4).


14.  CONCENTRATION  OF  CREDIT  RISK

     The Company  maintains  cash  balances at banks in  Arizona.  Accounts  are
     insured by the Federal  Deposit  Insurance  Corporation up to $100,000.  At
     September 30, 2000, the Company had bank balances  exceeding  those insured
     limits of $110,000.


                                       39
<PAGE>
     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations of credit risk are primarily trade accounts receivable.  The
     trade accounts  receivable  are due primarily from business  customers over
     widespread  geographical  locations within the LEC billing areas across the
     United  States.  The  Company  historically  has  experienced   significant
     dilution and customer credits due to billing difficulties and uncollectible
     trade accounts receivable.  The Company estimates and provides an allowance
     for uncollectible accounts receivable.  The handling and processing of cash
     receipts pertaining to trade accounts receivable is maintained by two third
     party billing  companies.  The Company is dependent  upon those two billing
     companies for collection of its accounts receivable.


15.  STOCK  BASED  COMPENSATION

     The Company issues stock options to  executives,  key employees and members
     of the Board of  Directors.  The Company  has  adopted the  disclosure-only
     provisions  of  Statement  of  Financial   Accounting  Standards  No.  123,
     "Accounting  for  Stock-Based  Compensation,"  and continues to account for
     stock based  compensation  using the intrinsic  value method  prescribed by
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees".  Accordingly,  no compensation cost has been recognized for the
     stock options  granted to employees.  There were no options  granted in the
     year  ended  September  30,  2000 nor was there any  additional  vesting of
     options previously  granted.  Had compensation cost for the Company's stock
     options  been  determined  based on the fair  value at the  grant  date for
     awards  in 1999,  consistent  with the  provisions  of SFAS  No.  123,  the
     Company's  net loss and loss per share  for the year  ended  September  30,
     1999, would have been increased to the pro forma amounts indicated below:

                                                     1999
                                                     ----
        Net Loss - as reported                  $(  4,363,687)
        Net Loss - pro forma                    $(  5,392,675)
        Loss per share - as reported            $       (0.20)
           Loss per share - pro forma           $       (0.24)

     Under the  provisions of SFAS No. 123,  there were  1,212,000  fully vested
     options and no proportionately  vested options for the year ended September
     30, 1999 used to determine  net earnings and earnings per share under a pro
     forma basis.

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model with the following  assumptions for
     years ended September 30, 2000:

                        Dividend yield                    None
                        Volatility                        1.771
                        Risk free interest rate           6.00%
                        Expected asset life            2.5 years

     Under the Employee Incentive Stock Option Plan approved by the stockholders
     in 1998,  the total number of shares of common stock that may be granted is
     1,500,000.   The  plan   provides   that  shares   granted  come  from  the
     Corporation's  authorized  but  unissued  common  stock.  The  price of the
     options granted pursuant to this plan shall not be less than 100 percent of
     the fair  market  value of the  shares  on the date of grant.  The  options
     expire from five to ten years from date of grant.  At  September  30, 2000,
     the Company had granted an aggregate of 1,212,000 options under this plan.


                                       40
<PAGE>
     In addition to the Employee  Incentive  Stock Option Plan, the Company will
     occasionally  grant  options  to  consultants  and  members of the board of
     directors  under  specific  stock  option  agreements.  There  were no such
     options granted in the years ended September 30, 2000 and 1999.

     During the year ended  September 30, 1999,  the Company  granted  1,212,000
     options  to certain  key  employees.  These  options  all were  immediately
     vested. These options were granted at exercise prices of $1.00 to $2.50 the
     fair  market  value of the  underlying  shares  on the date of  grant.  The
     options  expire five years from date of grant.  The summary of activity for
     the Company's stock options is presented below:


<TABLE>
<CAPTION>
                                                                           Weighted
                                                                            Average
                                                                           Exercise
                                           2000                 1999      ---------
                                        -----------         -------------   Price
                                                                          ---------
<S>                                     <C>          <C>    <C>            <C>

Options outstanding at beginning of
  year                                   1,107,000   $1.34     1,374,474   $    2.27
Granted                                        -0-             1,212,000   $    1.31
Exercised                                  (53,611)  $1.00    (  105,000)  $    1.00
Terminated/Expired                      (1,053,389)          ( 1,374,474)  $    2.27
Options outstanding at end of year             -0-             1,107,000   $    1.34
Options exercisable at end of year             -0-             1,107,000
Options available for grant at end of
year                                     1,341,389               288,000


                                                            $      1.00-
Price per share of options outstanding      N/A                     2.50


Weighted average remaining
contractual lives                           N/A                4.3 years


Weighted Average fair value of
options granted during the year             N/A             $       0.85
</TABLE>


     The Company has issued  warrants in connection with certain debt and equity
     transactions. Warrants outstanding are summarized as follows:

<TABLE>
<CAPTION>
                                              2000                    1999
                                              ----                    ----
                                                  Weighted                Weighted
                                                   Average                 Average
                                                  Exercise                Exercise
                                                    Price                   Price
                                                  ---------               ---------
<S>                                   <C>         <C>        <C>          <C>
Warrants outstanding at beginning of
year                                  1,355,000   $    2.00   3,416,920   $    2.07
Granted                                     -0-               1,555,250   $    2.00
Expired                               (1,005,00)  $    2.00  (3,417,170)  $    2.05
 Exercised                                  -0-                (200,000)
                                      ----------  ---------  -----------  ---------
   Outstanding at September 30,         350,000   $    2.00   1,355,000   $    2.00
                                      ==========  =========  ===========  =========
</TABLE>


                                       41
<PAGE>
     The 350,000 warrants outstanding at September 30, 2000, expire as follows:

                         October 22, 2000                250,000
                         March 23, 2001                  100,000


16.  EMPLOYEE  BENEFIT  PLAN

     The  Company  maintains a 401(k)  profit  sharing  plan for its  employees.
     Employees are eligible to  participate in the plan upon reaching age 21 and
     completion of three months of service. The Company made no contributions to
     the plan for the year ended September 30, 2000.


                                *  *  *  *  *  *
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURES

     In November, 1999, YP.Net dismissed Singer Lewak Greenbaum & Goldstein, LLP
("Singer  Lewak")  which  had  been its principal independent accountant for the
audit  of  its  1998  and  1997 fiscal year financial statements.   Except for a
"going  concern"  qualification,  Singer  Lewak's  reports  on  these  financial
statements  contained  no  adverse opinion or disclaimer of opinion.  Neither of
these  reports  on  the  financial  statements  were qualified or modified as to
uncertainty,  audit scope, or accounting principles.     The decision to replace
Singer Lewak was recommended and approved by our board of directors.  During the
two  past  fiscal  years  and  the  subsequent  interim  periods,  YP.Net had no
disagreements with Singer Lewak regarding any matter of accounting principles or
practices,  financial  statement  disclosure,  or  auditing  scope or procedure.

     On March 14, 1999, YP.Net reported that it replaced McGladry and Pullen LLP
as its principal certified public accountants.  McGladry and Pullen LLP had been
engaged  as  the  independent  auditors, but had not issued any audited reports.

     On  March 30, 2000, YP.Net appointed King, Weber & Associates, P.C., as its
independent  auditors to conduct the audit of the September 30, 1999 fiscal year
financial  statements.  On  December  31,  2000  King,  Weber & Associates, P.C.
changed  its  corporate  name  to  Marshall  &  Weber,  CPA's,  PLC.


                                       42
<PAGE>
                                    PART III

     In  accordance  with Instruction E.3 to Form 10-KSB, Items 9, 10, 11 and 12
are  incorporated  by  reference from YP. Net's definitive Proxy Statement to be
filed  in  accordance  with  Regulation  14A  under the Securities Exchange Act.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

     3.1 (1)    Certificate of Restated Articles of Incorporation of Renaissance
                International,  Inc.

     3.2 (7)    Amended  Articles  -  To  change  the  name to YP.Net, Inc., and
                Authorized Capital Increase to 50,000,000 Form 8-K 7/6/98

     3.3 (7)    Amended  Articles  -  Name  Change  to  YP.Net

     3.4 (7)    Certificate  of  Designation  -  Series  B  preferred  shares

     3.5 (1)    Bylaws  of  Renaissance  International  Group,  Ltd.

     3.5 (7)    Amended  Bylaws

     10.1 (2)   1998  Stock  Option  Plan

     10.2 (7)   Agreement  with  Worldpages.com
                                  --------------

     10.3 (7)   Agreement  with  Integretel

     10.4 (7)   Agreement  with  Enhanced  Services  Billing,  Inc.

     10.5 (7)   Lease  regarding  Mesa  Facility

     10.6 (7)   Sub-Lease  to  BESI

     10.7 (7)   Van  Sickle  Loan  Agreement

     10.8 (3)   First  Amendment  to  Loan  Agreement  between YP.Net, Inc. and
                Joseph  and  Helen  VanSickle  dated  March  31,  2000

     10.9 (4)   Stock  Purchase  Agreement  between  RIGL  Corporation,  Telco
                Billing, Inc. and Matthew & Markson, Ltd. dated March 16, 1999

     10.10 (4)  Amendment to Stock Purchase Agreement between RIGL Corporation,
                Telco  Billing,  Inc.,  Morris  &  Miller,  Ltd.


                                       43
<PAGE>
     10.11 (4)  Exclusive  License  Agreement between Matthews & Markson, Ltd.
                and  Telco  Billing,  Inc.  dated  September  21,  1998

     10.12 (7)  Modification  to  Matthew  & Markson Promissory Note.

     10.14 (8)  International  Profits  Associates,  Inc. Consulting Agreement

     10.15 (8)  BJM  Consulting,  Inc.  Advisory  Agreement

     10.16 (8)  International  Profit Associates Organization for Management

     10.17 (8)  Sublease  Agreement  between  Y.P.Net,  Inc.  and Empire Capital
                Group,  LLC

     10.18 (9)  Loan  and  Security  Agreement  dated  August 31, 1999 between
                Fremont  Financial  Corporation  and  Telco

     10.19 (9)  Forbearance  Letter Agreement dated August 4, 2000 between Telco
                and Finova Capital Corporation as successor by merger to Fremont
                Financial Corporation

     10.20 (9)  Forbearance  Letter  Agreement  Dated September 28, 2000 between
                Telco and  Finova  Capital Corporation as successor by merger to
                Fremont Financial  Corporation

     10.21 (9)  Forbearance  Letter  Agreement  dated  November 7, 2000  between
                Telco and  Finova  Capital Corporation as successor by merger to
                Fremont Financial  Corporation

     10.22      Forbearance Letter Agreement dated January 5, 2001 between Telco
                and Finova Capital Corporation as successor by merger to Fremont
                Financial Corporation

     11         Statement   Regarding   Computation   of  Per   Share  Earnings:
                incorporated in Item  7 of the Audited  Financial Statements for
                period ending September 30, 1999 and  September  30,  2000

     16.1 (5)   Letter of Singer Lewak Greenbaum & Goldstein LLP dated November
                24, 1999

     16.2 (6)   Letter of McGladrey & Pullen LLP dated March 23, 2000; Letter of
                McGladrey  &  Pullen,  LLP  dated  February  4,  2000

     21         Subsidiaries  of  YP.Net,  Inc.:  Telco  Billing,  Inc.


                                       44
<PAGE>
1   Incorporated  by  reference  from  Form  10-SB  as  filed  May  6,  1998.
2   Incorporated  by  reference  from  Form  S-8  as  filed  July  10,  1998.
3   Incorporated  by  reference  from  Form  8-K  as  filed  on  May  22,  2000.
4   Incorporated  by  reference  from  Form  8-K/A  as  filed  on June 30, 1999.
5   Incorporated  by  reference  from  Form  8-K  as  filed on December 3, 1999.
6   Incorporated  by reference from Form 8-K as filed on March 29, 2000 and Form
    8-K/A  as  filed  on May 22, 2000.
7   Incorporated  by  reference  from  Form  10-QSB  for  the  fiscal year ended
    September  30,  1999.
8   Incorporated  by  reference  from Form 10-QSB for the quarter ended December
    31,  2000.
9   Incorporated  by  reference  from Form 10-QSB for the quarter ended June 30,
    2000.


REPORTS  ON  FORM  8-K

     One  report on Form 8-K was filed in the fiscal quarter ended September 30,
2000.  A Form 8-K filed on July 18, 2000 disclosed the FTC litigation and that a
receiver for YP.Net had been appointed on June 26, 2000 and subsequently removed
as  if  it  had  not  occurred  by  order  of  the  court  July  13th,  2000.


                                       45
<PAGE>
     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           YP.NET,  INC.


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Angelo Tullo, Chairman of the Board


                                           BOARD  OF  DIRECTORS


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Angelo  Tullo


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Walter  Vogel


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Gregory  B.  Crane


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Daniel  L.  Coury,  Sr.


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Harold  A.  Roberts


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             Wallace  Olsen


Dated:                , 2000               By
      ----------------                       -----------------------------------
                                             DeVal  Johnson


                                       46
<PAGE>