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, 1999

             [ ] 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   No X.
                                                                       --   --

     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      $8,572,185.

     The  aggregate  market  value  of  the  common stock held by non-affiliates
computed  based  on  the  closing  price  of  such  stock on August 14, 2000 was
approximately  $12,189,406.

     The  number  of  shares  outstanding  of the registrant's classes of common
stock,  as  of  August  14,  2000  was  40,900,798.

     Documents  incorporated  by  reference:  NONE

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


<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  "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
140,000  preferred  listing  customers  on  a  monthly  basis.

     The  predecessor   company,   Nuclear   Corporations   of  New  Mexico  was
incorporated  in state of New Mexico in 1968 and the domicile was changed to the
state  of  Nevada  in  1994.  Renaissance Center Inc.  which was incorporated in
1996  in  Nevada and Nuclear Corporation of New Mexico a Nevada Corporation were
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 effective July, 1998.  Our original 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.


                                        2
<PAGE>
     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 substantially 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.

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 data regarding our preferred
listing  customers.  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.


                                        3
<PAGE>
     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>
     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.

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.

     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 and involving
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.


                                        6
<PAGE>
     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  August  31,  2000,  we employed 16 full time personnel, including three
software  developers,  five  customer  service  representatives  and  eight
administrative  personnel.  Our  employees  are  not  covered  by any collective
bargaining  agreements.

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 $125,000 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.


                                        7
<PAGE>
     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  with the same terms of the stipulated preliminary order.
However,  the  FTC  has  requested  additional  terms to the consent decree, the
majority  of  which are unacceptable and contrary to the terms of the settlement
agreement  and  stipulated  preliminary  order.

     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.

     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.  Prior management had engaged the
Hudson  Consulting  Group  to  obtain equity financing for the company.  Current
management became aware that the Hudson Consulting Group and its principals were
involved  in  potential  illegal  activities  and subject to Securities Exchange
Commission  enforcement action.  Prior management had issued 2,000,000 shares of
common  stock to the Hudson Consulting Group for their services.  Upon discovery
of  the  potential  illegal activity, current management instructed its transfer
agent  to stop all transfers of the subject shares.  The Hudson Consulting Group
and  other  defendants  threatened  litigation if the transfer agent refused the
transfer  of  the  shares  in  question.  The  transfer  agent  then  filed  an
interpleader action to seek a court determination of the ownership of the shares
and  rights  to  transfer.  YP.Net is seeking the return and cancellation of the
shares. The Hudson Consulting Group and other defendants are seeking transfer of
the  shares  and  consequential  damages.

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.


                                        8
<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 Exchange Act filings are current and other 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  stated.  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
-----------  -------------------         -----          -----
       1998  December 31, 1997 . . . . . $2.50 . . . . .$1.03
             March 31, 1998 . . . . . . .$2.37 . . . . .$1.10
             June 30, 1998 . . . . . . . $3.50 . . . . .$0.83
             September 30, 1998 . . . . .$1.94 . . . . .$0.37
       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

     On  September 30, 1999, there were approximately 650 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.


                                        9
<PAGE>
SALES  OF  UNREGISTERED  SECURITIES

     During  the  fiscal year ended September 30, 1999, YP.Net issued a total of
23,094,500  shares  of  common  stock and 1,700,000 shares of Series B preferred
stock  in  reliance  on  exemptions  from  the  registration requirements of the
Securities  Act.

     In  June,  1999, YP.Net issued 17,000,000 shares of common stock to acquire
Telco  in  a  stock  for  stock  exchange.  The  shares  were  issued to the two
shareholders  of  Telco  in  reliance  on  Section  4(2)  of the Securities Act.

     YP.Net issued 4,500,000 shares of its common stock to secure two promissory
notes.  In  May,  1999, 2,500,000 shares were issued to secure a $2,000,000 note
payable  and  in  June,  1999, 2,000,000 shares were issued to secure a separate
$2,000,000 note payable.  Each note is a separate obligation with no contractual
relationship  between  the  two obligations.  Unless a default on the obligation
exists  and  the  shares  are transferred to the note holder, the shares are not
voted.  Upon  payment  of the note obligation, the shares securing such note are
to  be  returned for cancellation.  If YP.Net defaults under either note, shares
may  be  distributed  solely to the note holder in satisfaction of the defaulted
obligation.  If distributed, YP.Net anticipates that the shares will qualify for
the  exemption  from  registration as provided by Section 4(2) of the Securities
Act.

     Throughout  the  fiscal  year  ended  September  30,  1999,  YP.Net  issued
1,694,500  shares  of common stock to consultants and officers.  The total value
of  these  shares  was determined to be $2,145,178, which represents the trading
value  of  the  shares  on the date YP.Net became obligated to issue the shares.
The  shares  were issued in reliance on the exemption from registration provided
by  Section  4(2)  of  the  Securities  Act.

     In  September,  1999,  YP.Net  issued 400,000 shares of its common stock in
cancellation  of  a  $350,000 debt.  The shares were issued to a shareholder who
had  made  a  loan  to  YP.Net and who later became a director.  The shares were
issued  in  reliance on the exemption from registration provided by Section 4(2)
of  the  Securities  Act.

     On  January  1,  1999,  YP.Net  issued  1,500,000  shares  of  its Series B
preferred  stock  to  certain  of  its  directors, officers and employees and an
additional 2,000,000 shares on August 1, 2000.  Shares of Series B preferred are
convertible  into  shares  of common stock at varying rates based on the trading
price  of the common stock upon conversion.  The Series B shares are convertible
only  upon  the  trading  price of the YP.Net common stock reaching or exceeding
$5.00  or  net  annual  income  reaching  or exceeding $5,000,000.  The Series B
preferred  has no dividend rate or liquidation value.  No consideration was paid
for  and  no  value was assigned to the Series B preferred shares for accounting
purposes.  The shares were issued in reliance on the exemption from registration
under  the  Securities  Act  provided  by  Section  4(2)  of the Securities Act.
Current  management  is  reviewing  the propriety of the issuance and intends to
seek  rescission  of  these  shares.


                                       10
<PAGE>
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.

FISCAL  1999  OPERATIONS

     General.  Our  operations  changed  in July, 1999 due to the acquisition of
Telco  Billing,  Inc.  Our  prior  operations  in  the  multi-media software and
medical  billing  and  practice  management  areas  were  abandoned  and  our
subsidiaries  engaged  in these operations were closed.  With the acquisition of
Telco, our business operations focused on Internet yellow page listing services.
In  September,  1999,  our  Board  of Directors and shareholders approved a name
change  from  RIGL  Corporation  to YP.Net, Inc. effective October 1, 1999.  The
name  change was chosen to reflect our new focus on Internet strategy and yellow
page  Web  sites.

     Management  Changes.  In  March,  1999,  Tennessee  Webb  resigned  as  the
Chairman of the Board and in April, 1999, Eugene Starr resigned as a director of
YP.Net.  In  September of 1999, the resignations of Kevin Jones (Chief Executive
Officer,  Chairman  of  the  Board,  Chief  Financial  Officer,  Treasurer  and
President),  James  Jones  (Chief  Technology  Officer,  President  of  RIGL
Technologies,  Inc.),  Peter DeKray (Secretary and Chief Operating Officer), and
Michael  McKay  (President  of  Renaissance  Center  Ltd.)  were  accepted to be
effective  October  1999.  In  February  2000,  William  O'Neal  resigned  as  a
director,  General  Counsel  and  Interim  President  effective  March  1, 2000.

     On  February  3,  2000  a  new Board of Directors was appointed by the sole
remaining  director,  DeVal  Johnson,  Pamela  Thompson  and  Greg Cessna having
previously  resigned  as the only other remaining Board members after removal of
prior  management.  The  new  board members included Angelo Tullo, Walter Vogel,
Daniel  L.  Coury, Sr., Wallace Olsen, Jr., Gregory B. Crane and Harold Roberts.
This  change  of  management  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.

     Acquisition  of  Telco  Billing,  Inc.  On  June  16,  1999,  we  exchanged
17,000,000  shares  of  common  stock for all of the outstanding common stock of
Telco.  We  also licensed the right to use the URL Yellow-Page.Net for a 20-year
                                                   ---------------
period  for  $5,000,000.  Our  prior  operations had not produced any meaningful
results and it was doubtful if any material results would materialize from these
operations.  For  financial  accounting  purposes, the acquisition was accounted


                                       11
<PAGE>
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,  YP.Net ceased the previous operations and abandoned the assets
related  to  those operations.  The assets which were not abandoned 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 acquisition, June 16, 1999, of
$1,722,563.

     Discontinued Operations.  From  September  to  December 1999, YP.Net closed
down  and  ceased  all  operations conducted by its five subsidiaries engaged in
multi-media  software  and  medical  billing and practice management operations.
These  included:

     Renaissance  Center,  Ltd.  This  subsidiary  was engaged in the design and
     --------------------------
implementation of asset management software for the multimedia and entertainment
industry.  The  primary  technology utilized by Renaissance Center, Ltd. was the
Asset  Management  and  Information  Retrieval  Environment (AMIRE).  Management
determined  that  the  capital  resources  of YP.Net would no longer support the
viability  of  the  AMIRE  system.

     RIGL  Technologies,  Inc.  RIGL  Technologies, Inc. was responsible for the
     -------------------------
design  and  implementation  of  AMIRE.  This  research  and  development  stage
subsidiary  was  divested  because management had misgivings regarding the heavy
research  and  development  expenditures  incurred,  and  consequently, would no
longer  support  any  further  capital  funding  for  these  concepts.

     RIGL  Medical  Systems,  Inc.  RIGL  Medical  Systems,  Inc.  was  to  be
     -----------------------------
responsible  for  creating  the  interface between the Medical AMIRE development
team and the ultimate end users.  This development stage subsidiary was divested
because AMIRE and Medical AMIRE systems were deemed to be unprofitable resulting
in  this  subsidiary  no  longer having business purpose and management would no
longer  support  any  further  capital  funding  from  YP.Net.

     Medical  Resource  Systems,  Inc.  Medical  Resource  Systems,  Inc.,  a
     ---------------------------------
subsidiary  of  RIGL  Medical  Systems,  Inc.  provided  billing  and collection
services  to  physician  groups,  primarily in the Phoenix, Arizona metropolitan
area.  The  subsidiary  was  acquired  as a beta test site for the Medical AMIRE
system.     This development stage subsidiary was divested because Medical AMIRE
system  was  deemed  to  be  unprofitable.

     Mountain  Office  Management  Systems,  Inc.  Mountain  Office  Management
     --------------------------------------------
Systems,  Inc.,  a  subsidiary  of  RIGL  Medical Systems, Inc., was expected to
provide  administrative  support  to  physician  practices.     This development
stage  subsidiary  was divested because the Medical AMIRE systems were deemed to
be  unprofitable  and  this  line  of  business  was  abandoned.

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


                                       12
<PAGE>
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 year ended September 30, 1998 reflect the
historic  operations  of  "old"  RIGL.  Financial  statements for the year ended
September 30, 1998 are not included in this Form 10-KSB, but are included in the
Form  10-KSB  for  the fiscal year ended September 30, 1998.  All comparisons of
fiscal  year operating results in this section are comparing historic operations
of  two  distinct  entities  and  are  presented  solely  to compare predecessor
operations  with  our  current  operations.

     During  the  fiscal  year  ended  September 30, 1999, 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,  1999, YP.Net issued 1,694,500 shares to consultants
valued  at  $2,145,178.00.

     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.

Fiscal  Year  End  September  30,  1999  Compared  to  Fiscal Year End September
30,1998.

     Revenues  for  the  year  ended  September  30,  1999  increased  1,019% to
$8,572,185 from $841,045 during the year ended September 30, 1998.  The increase
in  revenue  is principally the result of the acquisition of Telco's operations.
Prior  to  the  acquisition,  no  material  operations  had  been  commenced.

     Sales  and  marketing  expenses  for  the  year  ended  September  30, 1999
increased  to  $3,714,427.  No  sales  and  marketing expenses had been incurred
during  the  year  ended  September  30,  1998. 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 the year ended September 30, 1999
decreased  35% to $1,731,209 from $2,659,924 during the year ended September 30,
1998.  The  decrease  was principally due to the change in our core business and
the  reduction  of officer compensation, rent expenses and development costs and
associated  development  stage  endeavors.

     Interest  expense for the year ended September 30, 1999 increased 19,623.1%
to  $410,319 from $2,091 during the year ended September 30, 1998.  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.
                                            ---------------


                                       13
<PAGE>
     At  September  30,  1999, YP.Net had unused available federal net operating
losses  of  $7,804,435  which  expire  from  2011 through 2014.  YP.Net also has
available net operating loss carry forward of $2,744,800 and has unavailable net
operating  loss  carry  forward  of  $5,059,634.  YP.Net  may  only  utilize the
unavailable  net  operating loss of $5,059,634 upon generating taxable income at
the  parent  company  level.

     At  September  30,  1999,  YP.Net  had unused state net operating losses of
$5,750,373 expiring 2003.  YP.Net had available net operating loss carry forward
of $2,744,800 and an unavailable net operating loss carry forward of $3,005,572.
YP.Net  may  only  utilize the unavailable net operating loss of $3,005,572 upon
generating  taxable  income  at  the  parent  company  level.

     Net  losses  for the year ended September 30, 1999 were $4,363,687, or $.20
per  share,  compared  to losses of $1,941,202, or $.17 per share the year ended
September  30,  1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  cash  balance  increased  to $255,324 at year ended September 30, 1999
from  $30,252  at  the year ended September 30, 1998.  We funded working capital
requirements  primarily  from  cash  generated  from  financing  activities  and
utilized  cash  in  operating  activities  and  investing activities.  We have a
credit  facility  used  primarily  to  finance  our  receivables.

     Operating  Activities.  Cash used by operating activities decreased for the
year  ended  September 30, 1999 to $691,780 compared to $1,770,397 from the year
ended  September  30,  1998,  a  78%  decrease.  The  principal  source  of  our
operations  revenue  is  from  sales  of  electronic  yellow  page  advertising.

     Investing  Activities.  Cash  used by investing activities was $106,512 for
the  year  ended  September  30,  1999  compared  to $478,409 for the year ended
September  30,  1998.  We purchased $230,662 of additional computer equipment to
upgrade  and  replace  incompatible  equipment.  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 provided from financing activities were
$1,023,364  in  the year ended September 30, 1999 compared to $2,604,135 for the
year  ended  September  30,  1998,  a 61% decrease.  We had cash inflow from the
financing  arrangements  in  the  amount of $788,306 and from the sale of common
stock  of  $629,681.  We  had  cash  outflow  for  notes  paid  in the amount of
$394,623.

     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


                                       14
<PAGE>
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
4,000,000  shares  were  issued  to  secure  these notes and are held in escrow.

     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.

     At  September  30,  1999,  YP.Net  had  a  working  capital  deficiency  of
$3,873,008.  Subsequent  to September 30, 1999, YP.Net restructured certain debt
and  has increased the volume of its operations resulting in elimination of that
deficit  at  June  30,  2000.  Management  believes that it will have sufficient
working  capital  to  implement  its  business  plan.

     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 year ended September 30,
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 Financial, Inc.  Recently, Finova has
requested YP.Net to execute a forbearance agreement that will extend the line of
credit terms to October 3, 2000.  Finova has requested that YP.Net seek a lender
that  can  accommodate  its specialized Internet advertising business along with
its  LEC  billing  practices.  As a result, management has decided to seek other
potential  lenders  that  specialize  in  this  area  of  financing.

     We  have  received  a  proposal  from  RFC Capital, a LEC billing financial
factoring  company, and we have presented a loan request to Pacific Century Bank
for  a  line-of-credit  facility  of at least $3,000,000 to replace the facility
provided  by  Finova.


                                       15
<PAGE>
ITEM  7.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

                          INDEX TO FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT. . . . . . . . . . . . . . . . . . . . . . . . . 17

  CONSOLIDATED FINANCIAL STATEMENTS:

     Consolidated Balance Sheet at September 30, 1999. . . . . . . . . . . . .18

     Consolidated Statement of Operations for the
      year ended September 30, 1999 . . . . . . . . . . . . . . . . . . . . . 19

     Consolidated Statement of Stockholders' Equity for the
      year ended September 30, 1999 . . . . . . . . . . . . . . . . . . . . . 20

     Consolidated Statement of Cash Flows for the year ended
      September 30, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . .21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . 23


                                       16
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

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

We  have  audited the accompanying balance sheet of YP.Net, Inc. as of September
30, 1999 and the related statements of operations, stockholders' equity and cash
flows for the year then ended. 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 audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit 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  audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of YP.Net, Inc. as of September
30,  1999,  and  the  results of its operations and cash flows for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles.



/s/  KING, WEBER & ASSOCIATES, P.C.
     Tempe,  Arizona
     June  12,  2000


                                       17
<PAGE>
YP.NET,  INC.

CONSOLIDATED  BALANCE  SHEET
SEPTEMBER  30,  1999
--------------------

ASSETS:
CURRENT ASSETS
   Cash                                                          $   255,323
   Accounts receivable, net of allowance of $206,012                 951,177
   Customer acquisition costs, net of accumulated amortization
     of $1,395,675                                                   633,900
   Other receivable                                                   77,182
   Prepaid expenses and other assets                                  14,650
   Deferred income taxes                                              91,172
                                                                 ------------
      Total current assets                                         2,023,404

PROPERTY AND EQUIPMENT, net                                          435,898

DEPOSITS                                                              13,287

INTELLECTUAL PROPERTY- URL, net of accumulated
  amortization of $159,166                                         4,850,834

DEFERRED FINANCING COSTS                                             123,750
                                                                 ------------
      TOTAL ASSETS                                               $ 7,447,173
                                                                 ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Accounts payable                                              $    55,000
   Accrued liabilities                                               447,360
   Line of credit                                                    788,306
   Notes payable - current portion                                 4,020,559
   Deferred revenue                                                  324,760
   Income taxes payable                                              260,427
                                                                 ------------
      Total current liabilities                                    5,896,412

DEFERRED INCOME TAXES                                                 70,865

NOTES PAYABLE - long-term portion                                      7,241
                                                                 ------------

      Total liabilities                                            5,974,518
                                                                 ------------

STOCKHOLDERS' EQUITY:
   Series B preferred stock, $.001par value, 2,500,000 shares
      designated, 1,700,000 issued                                     1,700
   Common stock, $.001 par value, 50,000,000 shares authorized,
      39,156,853 issued and outstanding                               39,157
   Paid in capital                                                 4,892,538
   Treasury stock at cost                                            (69,822)
   Accumulated deficit                                            (3,390,918)
                                                                 ------------
      Total stockholders' equity                                   1,472,655
                                                                 ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 7,447,173
                                                                 ============

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


                                       18
<PAGE>
YP.NET,  INC.

CONSOLIDATED  STATEMENT  OF  OPERATIONS
FOR  THE  YEAR  ENDED  SEPTEMBER  30,  1999
-------------------------------------------

NET REVENUES                                                  $   8,572,185
                                                              --------------

OPERATING  EXPENSES:
   Cost of services                                               4,760,026
   General and administrative expenses                            1,731,209
   Sales and marketing expenses                                   3,714,427
   Depreciation and amortization                                    192,469
                                                              --------------
     Total operating expenses                                    10,398,131
                                                              --------------

OPERATING LOSS                                                   (1,825,946)
                                                              --------------

OTHER  (INCOME)  AND  EXPENSES
   Interest expense                                                 410,319
   Interest income                                                   (5,401)
                                                              --------------

     Total other expense                                            404,918
                                                              --------------

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

INCOME TAX PROVISION                                                240,119
                                                              --------------

LOSS FROM CONTINUING OPERATIONS                                  (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 LOSS                                                      $  (4,363,687)
                                                              ==============

NET  LOSS  PER  SHARE:
  Basic:
  Continuing operations                                       $       (0.11)

  Discontinued operations                                             (0.09)
                                                              --------------
     Total Basic                                              $       (0.20)
                                                              ==============

Diluted:
  Continuing operations                                       $       (0.11)

  Discontinued operations                                             (0.09)
                                                              --------------
     Total Diluted                                            $       (0.20)
                                                              ==============

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

  Diluted                                                        22,223,757
                                                              ==============

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


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

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE
FOR  THE  YEAR  ENDED  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        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   $    1,700  $  (69,822)  $4,892,538  $(3,390,918)  $1,472,655
                           ===========  ============  ==========  ==========  ===========  ==========  ============  ===========

    The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


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

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE
YEAR  ENDED  SEPTEMBER  30,  1999
---------------------------------
<S>                                                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net (loss)                                                                         $(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                                                           30,338
  Issuance of common stock as compensation for services                                2,146,872
  Loss on disposal of equipment                                                           89,319
  Deferred income taxes                                                                  (20,478)
  Conversion of accrued interest to common stock                                         100,000
  Amortization of intellectual property                                                  149,166
  Changes in assets and liabilities (net of business acquisitions and divestures):
    Trade and other accounts receivable                                                 (124,826)
    Customer acquisition costs                                                          (264,981)
    Other receivables                                                                    (32,671)
    Prepaid and other current assets                                                      (9,616)
    Other assets                                                                          49,525
    Accounts payable                                                                     (71,348)
    Accrued liabilities                                                                  202,289
    Income taxes payable                                                                 260,427
    Deferred revenue                                                                     324,760
                                                                                     ------------
     Cash provided by continuing operations                                              357,793
     Cash used by discontinued operations                                             (1,049,574)
                                                                                     ------------
          Net cash  (used in) operating activities                                      (691,781)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings on line of credit                                             788,306
  Principal repayments on notes payable                                                 (394,623)
  Proceeds from sale of common stock                                                     629,681
                                                                                     ------------
          Net cash provided by financing activities                                    1,023,364
                                                                                     ------------

INCREASE IN CASH                                                                         225,071

CASH, BEGINNING OF YEAR                                                                   30,252
                                                                                     ------------

CASH, END OF YEAR                                                                    $   255,323
                                                                                     ============

    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       21
<PAGE>
YP.NET,  INC.

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

SUPPLEMENTAL  CASH  FLOW  INFORMATION:

     Interest  paid                                        $  64,677
                                                           =========

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


SUPPLEMENTAL  SCHEDULE  OF  NONCASH  INVESTING  AND  FINANCING  ACTIVITIES:

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

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

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


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


                                       22
<PAGE>
YP.NET,  INC.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  YEAR  ENDED  SEPTEMBER  30,  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.
                                                            -----------
     Telco provides 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, 1999. 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 the Company 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 was 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.


                                       23
<PAGE>
2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Cash:  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, 1999, cash deposits exceeded those insured
     limits by $89,000.

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

     Customer  acquisition  costs:  These 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  also  incurs   advertising  costs  that  are  not  considered
     direct-response  advertising.  These other  advertising  costs are expensed
     when incurred.  These advertising expenses were $168,744 for the year ended
     September 30, 1999.

     Property and  equipment:  These assets are 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 for the year ended September 30, 1999 was $30,338.

     Revenue  recognition:  The  Company's  revenue  is  generated  by  customer
     --------------------
     subscription 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  ("LECs")  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.

     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.

     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.


                                       24
<PAGE>
     Net loss per share:  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 Loss: 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.

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. The Company estimates
     uncollectible   account   balances  and  provides  an  allowance  for  such
     estimates.

     The Company has entered  into a customer  billing  service  agreement  with
     Integretel, Inc. on January 6, 1998, which was amended on April 2, 1998 and
     again on September 1, 1999.  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,  1999 was
     $304,423.  These receivables have been reduced by an allowance for doubtful
     accounts of $43,825.

     The Company has also entered into a customer billing service agreement with
     Olympic Telecommunications,  Inc. on June 2, 1998. Olympic 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 Olympic at September 30, 1999 was
     $180,102.


                                       25
<PAGE>
     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.  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, 1999 was
     $592,235  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 $162,187.

     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, 1999 was $75,929.

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 have 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. 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 been  incurred.  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.

5.   PROPERTY  AND  EQUIPMENT

     Property  and  equipment consisted of the following at September 30, 1999:

               Leasehold  improvements          $   287,507
               Furnishings  and  fixtures           105,333
          Office  and  computer  equipment          159,891
                                               -------------

               Total                                552,731
               Less  accumulated depreciation      (116,833)
                                               -------------

               Property  and  equipment,  net   $   435,898
                                               =============


                                       26
<PAGE>
6.   NOTES  PAYABLE  AND  LINE  OF  CREDIT

     Notes  payable  at  September  30,  1999  are comprised of the following:

       3,000,000 Revolving line of credit, interest at the
       prime rate plus 3% (11.25% at September 30, 1999).
       The facility is limited to 80% of eligible accounts
       receivable. Assets of the Company collateralize the
       credit facility.  The credit facility expires on August 31,
       2003.  The institution may withdraw the line with a
       notification within 90 days                                  $   788,306

       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 1, 2001. Collateralized by
       equipment                                                         27,800

       Note payable to stockholders, original balance of
       2,000,000, interest at 8% per annum.  Interest
       payments due monthly through due date of November
       11, 1999 Collateralized by 2,000,000 shares of the
       Company's common stock.  Subsequent to September
       30, 1999, the repayment terms were subsequently
       renegotiated extending the due date to January 11, 2001
       with monthly payments of $100,000 plus interest                2,000,000

       Note payable to former Telco shareholder for balance
       of URL purchase price (Note 4). Repayment terms have
       been extended requiring 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                           2,000,000

         Totals                                                       4,816,106

         Less current portion                                        (4,808,865)

         Long-term portion                                          $     7,241

     Principal  payments  due  as  follows:

         Years  ended  September  30:     2000                     $  4,808,865
                                          2001                            7,241
                                                                 ---------------
                                      Total                        $  4,816,106
                                                                 ===============


                                       27
<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, 1999 the Company has unused  federal net operating  losses
     of $7,804,435 available under Internal Revenue Code 382 - change in control
     rules  expiring  from 2011  through  2014.  The Company has  available  net
     operating loss carry forward under the separate  return  limitation year of
     $2,744,800  and  has  unavailable  net  operating  loss  carry  forward  of
     $5,059,634.  The Company may utilize the  unavailable net operating loss of
     $5,059,634 upon generating taxable income in that operating entity.


                                       28
<PAGE>
     At September 30, 1999 the Company has unused state net operating  losses of
     $5,750,373  available  under the change in control rules expiring 2003. The
     Company has available  net operating  loss carry forward under the separate
     return limitation year of $2,744,800 and has unavailable net operating loss
     carry forward of $3,005,572.  The Company may utilize the  unavailable  net
     operating  loss  of  $3,005,572  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 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 year ended September 30, 1999 is summarized as follows:

        Current  (Benefit)                 $  (1,708,515)
        Deferred  Benefit  (Provision)         1,948,634
                                           --------------

     Net  income  tax  provision           $     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 is as follows:

          Federal statutory rates                         $(1,402,013)     (34)%
          State income taxes                                 (329,885)     ( 8)%

          Provision due to income generated
             prior to merger                                  260,597        6 %
          Valuation  allowance  for  operating
             loss  carryforwards                            1,694,534       42 %
          Other                                                16,887        -
                                                          ----------------------
          Effective rate                                  $   240,119        6 %
                                                          ======================

     Deferred  tax assets  totaling  $2,632,000  are  substantially  offset by a
     valuation  allowance of $2,541,000  resulting in a net deferred  income tax
     asset  of  $91,172.  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  $2,541,000 of the deferred
     tax asset.  The balance of the deferred tax asset relates to differences in
     book and tax  accounting  relative to the previous  allowances  on accounts
     receivable and compensation.  The valuation allowance increased  $1,694,534
     in the year  ended  September  30,  1999,  due to  uncertainties  as to the
     Company's ability to generate  sufficient taxable income to utilize the net
     operating  loss  carryforwards  because of the  change in  control  matters
     discussed above.


                                       29
<PAGE>
10.  LEASES

     The  Company  leases its office  space  under  long-term  operating  leases
     expiring  through 2003. Rent expense under these leases was $87,250 for the
     year ended September 30, 1999. The Company consolidated office space from a
     variety of locations to a single  facility.  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, 1999: 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.

     Actions  of  the  Board
     -----------------------

     Significant  blocks  of  stock  have  been  issued  to prior  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, 1999, the Company issued  1,694,500  shares to
     officers and consultants valued at $2,145,178.

     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 net loss per common share for the year ended September 30,
     1999.


                                       30
<PAGE>
     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.

     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,  1999,  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, new
     management  has cancelled the Series B preferred  stock and recinded  those
     issuances

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

     The  Company is  delinquent  in its  filings  under the 1934 Act.  The last
     filing  was the June 30,  1998  Form  10-QSB.  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.

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.

     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.


                                       31
<PAGE>
     Billing  Service  Agreements
     ----------------------------

     The Company has entered  into a customer  billing  service  agreement  with
     Integretel,  Inc.  (IGT) on January 6, 1998,  which was amended on April 2,
     1998 and again on September 1, 1999.  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.
     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.

     The Company has also entered into a customer billing service agreement with
     Enhanced  Services  Billing,  Inc.  (ESBI) on February  1, 1999,  which was
     renewed on December 3, 1999.  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.
     Under 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.

     The Company has also entered into a customer billing service agreement with
     Olympic  Telecommunications,  Inc. (OLY) on June 2, 1998, and as a customer
     Olympic provides billing and collection and related services  associated to
     the  telecommunications  industry.  The  agreement  term is for  one  year,
     automatically renewable in one-year increments unless appropriate notice to
     terminate  is given by  either  party.  Under  the  agreement,  OLY  bills,
     collects  and remits the  proceeds to Telco net of reserves  for bad debts,
     billing  adjustments,  telephone  company fees and OLY 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,  OLY
     may at its own  discretion  increase the reserves and holdbacks  under this
     agreement.  Both parties mutually terminated the agreement before September
     30, 1999.

     Pending  Litigation:

     A  Women's  Place
     -----------------

     The Company in the course of pursing  the  promotion  of medical  practices
     entered into an agreement to provide  practice  management  services to the
     Flagstaff  Arizona and Cottonwood  Arizona offices of A Women's Place.  The
     Company  advanced  operating  expenses  of  A  Women's'  Place  during  the
     negotiations.  No  agreement  was reached and A Women's'  Place  refused to
     return the interim funding.  The Company is presently  pursuing  litigation
     for return of the advances in the amount of $236,000.  A Woman's  Place has
     counter-claimed for unspecified damages for alleged breach of contract.


                                       32
<PAGE>
     Hudson  Consulting  Group  et  al
     ---------------------------------

     The Company under prior management and directors,  in the course of pursing
     equity financing,  engaged the services of The Hudson Consulting Group. The
     Company later became aware of certain legal issues of The Hudson Consulting
     Group and some of its  principals.  The  Company  believes  the shares were
     improperly issued for no valid consideration.  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 other
     parties are seeking a determination to transfer the shares and for recovery
     of consequential damages.


13.  NET  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.  Preferred  stock  convertible  to
          1,700,000  common shares 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.  There
          were no  preferred  stock  dividends in the year ended  September  30,
          1999. The following presents the computation of basic and diluted loss
          per share from continuing operations:

                                           (Loss)       Shares     Per share
                                        ------------  ----------  -----------
Net (Loss)                              $(4,363,687)
Preferred stock dividends                         -
Discontinued operations                   1,892,704
                                        ------------
  Loss from continuing operations        (2,470,983)

BASIC EARNINGS PER SHARE

Loss available to common stockholders   $(2,470,983)  22,223,757  $    (0.11)

Effect of dilutive securities           N/A

DILUTED EARNINGS PER SHARE              $(3,191,426)  22,223,757  $    (0.11)

14.  RELATED  PARTY  TRANSACTIONS

     During the year ended  September 30, 1999,  the Company  borrowed  $500,000
     from one of its  shareholders,  who  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).


                                       33
<PAGE>
15.  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, 1999, the Company had bank balances  exceeding  those insured
     limits of $89,000.

     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.

16.  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. 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 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, 1999:

                        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, 1999,
     the Company had granted an aggregate of 1,212,000 options under this plan.


                                       34
<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 year ended September 30, 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:


                                                                  Weighted
                                                               Average Exercise
                                                      1999          Price
                                                      ----     ----------------
Options outstanding at beginning of year           1,374,474       $2.27
Granted                                            1,212,000       $1.31
Exercised                                         (  105,000)      $1.00
Terminated/Expired                               ( 1,374,474)      $2.27
Options outstanding at end of year                 1,107,000       $1.34
Options exercisable at end of year                 1,107,000
Options available for grant at end of year           288,000

Price per share of options outstanding          $ 1.00-$2.50
Weighted average remaining contractual lives       4.3 years
Weighted Average fair value of options
granted during the year                         $       0.85


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

                                                            Weighted
                                                             Average
                                                          Exercise Price
                                                          --------------

Warrants outstanding at beginning of year  3,416,920          $2.07
Granted                                    1,555,250          $2.00
Expired                                   (3,417,170)         $2.05
Exercised                                   (200,000)
                                          -----------     ---------
  Outstanding at September 30, 1999        1,355,000          $2.00
                                          ===========     =========


                                       35
<PAGE>
     The 720,000 warrants outstanding at September 30, 1999, expire as follows:

                     June 3, 2000           20,000
                     June 7, 2000          200,000
                     July 23,2000          635,000
                  September 9, 2000        150,000
                  October 22, 2000         250,000
                    March 23, 2001         100,000

17.  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, 1999.


                                       36
<PAGE>
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.


                                       37
<PAGE>
                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The  directors  and  executive officers of YP.Net, their ages and positions
are  as  follows:

     NAME                   AGE    POSITIONS HELD (1)
     ----                   ---    ------------------

     Angelo Tullo            43    Director, Chairman of the Board
     Walter Vogel            60    Director, Vice Chairman of
                                   the Board
     Gregory B. Crane        36    Director, Director of Operations
     Daniel L. Coury, Sr.    47    Director
     Harold A. Roberts       71    Director
     Wallace Olsen           59    Director
     DeVal Johnson           35    Director, Secretary

     (1) All current directors serve until the next annual shareholders  meeting
     or their earlier  resignation  or removal and until their  successors  have
     been duly elected and qualified.

     Angelo  Tullo.  Mr. Tullo has served as the Chairman of the Board of YP.Net
since  February  2000.  From  December,  1999 to present, Mr. Tullo has been the
principal  of  Sunbelt  Financial  Solutions,  Inc.,  an  investment banking and
consultant  firm  in  Scottsdale, Arizona.  For over twenty years, Mr. Tullo has
been  active  as  a  business  consultant.  Mr.  Tullo  has actively worked with
commercial  financial  factoring  for  the  past  ten  years.  He  has owned and
operated factoring companies, leasing companies, consulting companies, wholesale
companies,  professional  employment  organizations, insurance agencies, heating
and  air-conditioning  contractors,  retail oil companies, real estate companies
and  restaurants.  He  is  a  former  member  of  the  CEO  Club  in  New  York.

     In  February,  2000,  American  Business Funding Corp. filed for protection
under  Chapter  11  of  the  Bankruptcy  Code  in  the Federal District Court of
Arizona.  Mr.  Tullo  had  been  a director, officer and shareholder of American
Business  Funding  immediately  prior  to  the  time  of  the bankruptcy filing.

     Walter  Vogel.  Mr.  Vogel has been a director of YP.Net since February and
was previously a member of its board from March to October, 1998.  Mr. Vogel has
been  involved  extensively in international business for many years.  From 1996
to  present, Mr. Vogel has been the owner and president of MC Management GmbH, a
business-consulting  firm  in  Ottenfing,  Germany.  Mr.  Vogel  has served as a
director  of  several  companies  both  in  the  United  States  and  Europe.


                                       38
<PAGE>
     Gregory  B. Crane.  Mr. Crane has been a director of YP.Net since February,
2000  and  also  has served as its Director of Operations since this time.  From
September  1998  to  June,  1999,  Mr.  Crane  was  the General Manager of Telco
Billing,  Inc.  Mr.  Crane  owned  and  operated  several  businesses  including
residential  and  commercial  builders,  multi-state  mail  order,  and  a
document-preparation  company,  and  was also the creator of the Yellow-Page.Net
                                                                 ---------------
concept.  Mr.  Crane  was  a  member  of  the  Young Entrepreneur's Organization
("YEO").

     Mr.  Crane  has  owned  and  operated  various  businesses  involved in the
homestead  declaration  document  preparation and filing service.  In connection
with  these  activities,  Mr.  Crane  and  certain of these businesses have been
subject  to  injunctive actions brought by the states of Arizona, Florida, Texas
and  Washington.  These  actions generally involved mailer solicitations for the
document  preparation  services and all of these activites occurred prior to the
commencement  of Telco Billing, Inc and are unrelated to Telco Billuing, Inc. or
YP.Net..  Mr.  Crane  and  the subject entities have entered into consent orders
related  to  these  actions which primarily required modification to the mailers
and  the  payment ofcertain amounts that are a matter of public record.  The use
of  the  mailer  solicitation  was  prohibited  in  the State of Washington.  In
connection  with  violation  of  the  Florida  order,  Mr. Crane is subject to a
judgment in the amount of approximately $1.4 million plus accrued interest.  Mr.
Crane has satisfied judgments related to orders in all other states..  Mr. Crane
was  also  named  in  the  action  filed  by the FTC against YP.Net and has been
included in the stipulated preliminary order entered into by YP.Net and the FTC.
See  "Legal  Proceedings".

     Daniel  L.  Coury.  Mr.  Coury  has  served  as  a director of YP.Net since
February, 2000.  Mr. Coury's principal business is Mesa Cold Storage, Inc. which
owns  and operates several cold storage facilities located in Mesa, Arizona.  He
has  also  participated  in  the  ownership and operation of various real estate
projects  and  business  ventures.

     Harold  Roberts.  Mr.  Roberts  has  served  as  a director of YP.Net since
February,  2000 and previously served as a director of its predecessor from 1994
to  1998.  Mr.  Roberts has practiced law in Santa Fe, New Mexico since 1955 and
since  1975  has  engaged  primarily  in matters regulated by various regulatory
agencies,  including the Securities and Exchange Commission.  He has served as a
director  and  president  of  SunRay Oil Company, a company engaged in drilling,
exploration and distribution, from 1996 to present, as a director and officer of
Candu, Inc., a company engaged in electronic marketing, from 1985 to the present
and  as  a  director  and  president of Verilite Aircraft Corporation, a company
engaged  in  air  craft development, from 1994 to the present.  Mr. Roberts is a
graduate  of  the  University  of  Colorado  Law  School.

     Wallace Olsen, Jr.  Mr. Olsen has been a director of YP.Net since February,
2000.  Mr.  Olsen  has  been active in several businesses in the transportation,
hospitality,  real  estate  and  assisted  living  centers  industries.


                                       39
<PAGE>
     DeVal  Johnson.  Mr.  Johnson  has served as a director since October, 1999
and  Secretary  of  YP.Net  since  February, 2000.  Mr. Johnson was the graphics
designer  and  director  of  Telco Billing from September, 1998 until July, 1999
when it was acquired. Mr. Johnson was responsible for the design of the in-house
sales  presentation and creation of the corporate logo for YP.Net.  Prior to his
role  at  Telco,  Mr.  Johnson  was  a graphics designer for Print Pro, Inc. Mr.
Johnson  is  actively  involved  with  Website promotion, interactive design and
Internet  advertising.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Based  upon  current  management's knowledge, YP.Net has not been furnished
with  any  reports  under Section 16(a) of the Exchange Act filed by persons who
would  have  been  required to file such reports with respect to YP.Net's fiscal
year  ended  September  30,  2000.  YP.Net  has  also  not  received  written
representation  from any person that no report under Form 5 would be required to
be  filed  by such person.  YP.Net is currently attempting to obtain information
regarding  the  reports  and to determine if delinquencies actually exist.  Upon
completing  this  review, it will advise any person it believes to be delinquent
of  such  person's  reporting  obligations  under  the  Exchange  Act.

ITEM  10.     EXECUTIVE  COMPENSATION

     The following table reflects all forms of compensation for the fiscal years
ended  September 30, 1999, 1998 and 1997 for the Chief Executive Officer and the
other  four  most  highly compensated executive officers of YP.Net for the years
stated.


                                       40
<PAGE>
                           SUMMARY COMPENSATION TABLE

                                           ANNUAL COMPENSATION
                                                             OTHER
                                        FISCAL               ANNUAL
NAME AND PRINCIPAL POSITION              YEAR    SALARY    COMPENSATION
--------------------------------------  ------  --------  -------------
Tennessee Webb (1)                        1999  $130,000              -
Chief Executive Officer                   1998  $ 93,333  $      55,750
                                          1997  $ 82,344  $      18,000
--------------------------------------  ------  --------  -------------
Michael McKay (2)                         1999  $130,000              -
Chief Technology Officer                  1998  $143,710              -
                                          1997  $ 64,329  $      46,000
--------------------------------------  ------  --------  -------------
Peter DeKray (2)                          1999  $130,000              -
Vice President and Secretary              1998  $162,825              -
                                          1997  $ 61,224              -
--------------------------------------  ------  --------  -------------
William O'Neal (3)                        1999  $130,000              -
Senior Vice President                     1998  $130,000              -
                                          1997         -              -
--------------------------------------  ------  --------  -------------
Kevin Jones (3)                           1999  $130,000              -
Chief Operating Officer and               1998  $130,000              -
President                                 1997  $ 20,000  $      40,000
--------------------------------------  ------  --------  -------------
(1)   Mr.  Webb  resigned  in  March,  1999.
(2)   Messrs.  McKay,  DeKray  and  Jones  resigned  in  September,  1999.
(3)   Mr.  O'Neal  resigned  in  February,  2000.

     All options to acquire YP.Net stock granted to the above executive officers
expired  unexercised  90 days after their termination of employment with YP.Net.

DIRECTOR  COMPENSATION

     Upon  appointment  to  the  Board,  Mr. Tullo was awarded 100,000 shares of
YP.Net  common  stock  and  Mr.  Vogel  was  awarded  75,000  shares.  All other
directors  were awarded 50,000 shares.  None of these shares have been issued to
date.  Additionally, the directors receive $2,000 per month for their service on
the Board and $250 per hour for services related to any Board committee on which
they  serve.

EMPLOYMENT  AGREEMENTS

     Since  February,  2000,  Gregory  B.  Crane  has  served as the Director of
Operations  of  YP.Net.  His  services  are  provided through Business Executive
Services,  Inc. which began to receive compensation in May of 2000 in the amount
of  $13,000 per month for these services.  These services provided "at will" and
no  written  agreement  exists.


                                       41
<PAGE>
1998  STOCK  OPTION  PLAN

     YP.Net's  Board of Directors adopted and its shareholders approved in June,
1998  the  1998  Stock  Option  Plan.  The  purpose  of  the Plan was to provide
incentives  to employees, directors and service providers to promote the success
of  YP.Net.  The Plan provides for the grant of both qualified and non-qualified
options  to  purchase  up  to  1,500,000  shares  of  its common stock at prices
determined  but,  in the case of incentive options, at a price not less than the
fair  market  value  of  the  stock  on  the  date  of  the  grant.  The Plan is
administered by the Board of Directors or by a committee appointed by the Board.
As  of  September  30,  1999,  options  to  purchase  1,107,000  shares  remain
outstanding  which  are  exercisable  at  prices  of  $1.00  to  $2.50.


                                       42
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
              MANAGEMENT

     The  following table sets forth, as of June 30, 2000, the ownership of each
person known by management to be the beneficial owner of five percent or more of
YP.Net's  common stock, each officer and director individually, and all officers
and  directors  as  a  group.  YP.Net has been advised that each person has sole
voting  and  investment  power  over  the  shares  listed below unless otherwise
indicated.

NAME AND ADDRESS                      AMOUNT AND NATURE
OF BENEFICIAL OWNER                     OF OWNERSHIP      PERCENT OF CLASS(1)
------------------------------------  ------------------  -------------------

Angelo Tullo (2)                                   0                  -
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Walter Vogel (3)                            120,000                 .32%
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Gregory B. Crane (4)                              500                (5)
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Daniel L. Coury, Sr. (4)                     130,000                .35%
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Harold A. Roberts (4)                       208,000                 .56%
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Wallace Olsen, Jr. (4)                       497,500               1.33%
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205


                                       43
<PAGE>
NAME AND ADDRESS                      AMOUNT AND NATURE
OF BENEFICIAL OWNER                     OF OWNERSHIP      PERCENT OF CLASS(1)
------------------------------------  ------------------  -------------------

DeVal Johnson (4)                            75,000                 .20%
4840 East Jasmine Street
Suite 105
Mesa, AZ  85205

Matthew & Markson Ltd. (6)                7,600,000               20.32%
Woods Centre, Frair's Road
P.O. Box 1407
St. John's
Antigua, West Indies

Morris & Miller Ltd.                      9,350,000               25.00%
Woods Centre, Frair's Road
P.O. Box 1407
St. John's
Antigua, West Indies

All Directors as a Group (7 persons)      1,031,000                2.76%

(1)  Based  on  37,400,798  shares outstanding as of June 30, 2000.  This amount
excludes  4,500,000  shares  issued  and  held  as collateral for obligations of
YP.Net  under  two promissory notes.  Upon payment of the notes, the shares will
be  returned  to  YP.Net  for  cancellation.
(2)  Mr.  Tullo  has  been awarded 100,000 shares which have not been issued and
are  not  included  in  this  table.
(3)  Mr. Vogel has been awarded 75,000 shares which have not been issued and are
not  included  in  this  table.
(4)  All  directors  except  Mr.  Tullo  and Mr. Vogel, have been awarded 50,000
shares  which  have  not  been  issued  and  are  not  included  in  this table.
(5)  Less  than  0.01%.
(6)  The  number  of  shares  held by Matthew & Markson, Ltd. excludes 2,000,000
shares  issued  as collateral for a note payable issued by YP.Net.  These shares
will  be  returned  to  YP.Net  and  cancelled  upon  payment  of  the  note.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Note  Conversion.  YP.Net  borrowed  $500,000  from  Mr.  Wallace  Olsen, a
shareholder  who  later  became  a  member  of  the Board of Directors effective
February  4, 2000.  In September, 1999, YP.Net repaid $250,000 of the balance in
cash  and  Mr.  Wallace  Olsen converted the remaining $250,000 plus $100,000 in
accrued  interest  to  400,000  shares  of  YP.Net's  common  stock.

     Acquisition  of Telco.  In June, 1999, YP.Net's predecessor acquired all of
the  outstanding  stock of Telco Billing, Inc. in exchange for 17,000,000 shares
of  its  common  stock.  Matthew & Markson, Ltd. and Morrison & Miller, Ltd., as
the  shareholders  of  Telco,  were  issued  7,650,000  and  9,350,000  shares,
respectively.  The  original  agreement  provided  for  certain  put rights with
respect  to  these shares that were terminated.  In exchange for cancellation of


                                       44
<PAGE>
the  put  rights,  YP.Net agreed to provide the former Telco shareholders with a
$5,000,000  credit  facility.  The  obligations  under  this  facility are to be
secured  by  a  pledge of the former Telco shareholders' YP.Net stock.  Interest
for  borrowings under this facility is to be at least 0.25% higher than YP.Net's
average borrowing costs.  No advances in excess of $1,000,000 may be made at any
one  time  and  no advances in excess of $1,000,000 are to be made unless YP.Net
has  available at least 30 days operating capital plus other reserves available.
No  advances  are  to be made if YP.Net is in default with respect to any of its
lender obligations.  The credit facility has not been formerly documented and no
advances  have  been  made  or  are  expected  until documentation is completed.

     Gregory B. Crane and DeVal Johnson were employees of and primarily involved
in the start-up of Telco.  Mr. Crane, on behalf of the former Telco shareholders
negotiated  the  acquisition  of  Telco  by  YP.Net's  predecessor.

     License  of  URL.  In  connection  with  the acquisition of Telco, YP.Net's
predecessor  also  agreed  to  pay  Matthew & Markson $5,000,000 as a discounted
accelerated  royalty  payment  for a 20-year license of the URL Yellow-Page.Net.
                                                                ---------------
The  accelerated  payment  was  made  under  the terms of an Exclusive Licensing
Agreement  dated  September  21,  1998 between Telco and Matthew & Markson.  The
payment  was  originally  to  be  paid  in full on the acquisition of Telco.  To
extend  the  payment obligations, YP.Net advanced a $1,000,000 extension fee and
agreed  to  provide $250,000 of tenant improvements to approximately one-half of
its  Mesa facility to Matthew & Markson's designee for $1.00 per year throughout
the  term  of  the  lease.  The  $1,000,000  extension  fee  was  applied to the
$5,000,000  accelerated  royalty  and an additional $2,000,000 was paid in July,
1999.  Matthew  &  Markson also agreed to take a $2,000,000 note for the balance
due.

     YP.Net  defaulted  on  payment of the $2,000,000 note on September 15, 1999
and  also defaulted on extensions of the note on January 15, 2000.  On April 20,
2000,  the  note  was renegotiated to a demand note with monthly installments of
$100,000  per  month.  The  payments  may  be  suspended if YP.Net does not have
certain  cash  reserves or is otherwise in default under other obligations.  The
note  is secured by 2,000,000 shares of YP.Net common stock held in escrow.  The
shares  are  to  be  returned  for  cancellation  upon  payment of the note.  As
consideration  for  the  September  15,  1999  extension,  YP.Net paid Matthew &
Markson  an  extension  fee  of  $200,000.

     The  sub-lessee  of  the  nominal  rent  sub-lease  was  Business Executive
Services,  Inc.  ("BESI").  BESI  leases  portions of the facility to  unrelated
third  parties  as  well  as businesses associated with Mr. Crane and Mr. Tullo.
Mr.  Crane is employed by BESI and receives a salary of approximately $2,000 per
month  from  BESI  and  bonuses  in  an  undetermined  amount.


                                       45
<PAGE>
     Related  Party  Transaction  Policy.  Our  general policy for entering into
transactions  with  directors,  officers  and  affiliates  that have a financial
interest  in  the transaction is to adhere to Nevada corporate law regarding the
approval  of  such  transactions.  In  general,  a  transaction between a Nevada
corporation  and  a  director,  officer or affiliate of the corporation in which
such  person has a financial interest is not void or voidable if the interest is
disclosed  and  approved  by  disinterested  directors or shareholders or if the
transaction  is  otherwise  fair  to  the  corporation.

  ITEM 13.  EXHIBITS AND REPORTS  N  FORM  8-K

EXHIBITS

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

              3.2       Amended Articles - Name Change to RIGL Corporation &,
              authorized Capital Increased.

             3.3        Amended  Articles  -  Name  Change  to  YP.Net

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

             3.6        Addendum  to  Bylaws  to  add  office  of  Vice Chairman

             10.1(2)    1998  Stock  Option  Plan

             10.2       Reseller  Agreement  with  Worldpages.com

             10.3       Billing  Service  Agreement  with  Integretel

             10.4       Enhanced Services Billing and Information Management
             Services Agreement with Enhanced Services Billing, Inc.

             10.5       Standard Industrial Commercial Multi-Tenant Lease Gross
             regarding Mesa Facility and amendment

             10.6       Sub-Lease Agreement to Business Executive Services, Inc.

             10.7       VanSickle Loan Agreement, Stock Pledge Agreement, and
             Modifications

             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.

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

             10.12      Modification  to  Matthew  &  Markson  Promissory  Note.

             11         Statement  Regarding  Computation of Per Share Earnings.

             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:  Telco  Billing,  Inc.

             27         Financial  Data  Schedule


                                       46
<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.

REPORTS  ON  FORM  8-K

     Three  reports on Form 8-K were filed in the fiscal quarter ended September
30,  1999.  These  reports  are  as  follows:

     Form  8-K  filed on June 7, 1999 disclosing under Item 6 of such report the
resignation  of  Tennessee  Webb  as  the Chairman of the Board of Directors and
Eugene  Starr  as  a  director.

     Form  8-K filed on June 30, 1999 disclosing under Item 2 of such report the
acquisition  of  Telco  Billing,  Inc.  and  Exclusive License Agreement for the
Yellow-Page.Net URL.  Financial statements of Telco Billing, Inc. as of February
---------------
28,  1999  were  attached  as  an  exhibit.

     Form  8-K  filed  September 16, 1999 disclosing under Item 2 of such report
the obtaining of a $3,000,000 credit facility from Fremont Financial Corporation
by  Telco  in accordance with the terms of the agreement of acquisition of Telco
under  Item  2  of  such  report.

                                       47
<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  /s/  Angelo  Tullo
                                      --------------------------------------
                                         Angelo Tullo, Chairman of the Board


                                    BOARD  OF  DIRECTORS



Dated:  __________,  2000           By  /s/  Angelo  Tullo
                                      ----------------------
                                         Angelo  Tullo


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


Dated:  __________,  2000           By  /s/  Gregory  B.  Crane
                                      --------------------------------------
                                         Gregory  B.  Crane


Dated:  __________,  2000           By  /s/  Daniel  L.  Coury,  Sr.
                                      --------------------------------------
                                         Daniel  L.  Coury,  Sr.


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


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

Dated:  __________,  2000           By  /s/  DeVal  Johnson
                                      --------------------------------------
                                        DeVal  Johnson


<PAGE>