================================================================================

                    U.S.  Securities and Exchange Commission
                             Washington, D.C.  20549

                              --------------------
                                   FORM 10-QSB
                              --------------------

         (Mark  One)
         [X]  Quarterly  Report  Pursuant  to  Section 13 or 15(d) of
                     the  Securities  Exchange  Act  of  1934

         For  the  quarterly  period  ended  March  31,  2000

         [ ]  Transition  Report  Pursuant  to  Section  13 or 15(d)
                    of  the  Securities  Exchange  Act

         For the transition period from _____________ to _______________


                              --------------------
                         Commission File Number 0-24217
                              --------------------

                                  YP.NET, INC.
        (Exact name of small business issuer as specified in its charter)

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

                        4840 East Jasmine St.  Suite 105
                               Mesa, Arizona 85205
                    (Address of principal executive offices)

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

         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
    ------          -------

     The  number  of  shares  of  the  issuer's  common equity outstanding as of
September  30,  2000  was  41,450,798  shares  of common stock, par value $.001.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes               No   X
    ------          -------

================================================================================


<PAGE>
                               YP.NET,  INC.
                     INDEX  TO  FORM  10-QSB  FILING
                FOR  THE  QUARTER  ENDED  MARCH  31,  2000

                            TABLE OF CONTENTS

                                 PART I
                           FINANCIAL  INFORMATION                           PAGE


Item 1. Financial Statements
    Consolidated Comparative Balance Sheets
      as of March 31, 2000 and September 30, 1999 . . . . . . . . . . . . . .  2
    Consolidated Statements of Operations
      for the Three Months and Six Months Ended March 31, 2000 . . . . . . . . 3
    Consolidated Statements of Cash Flows
      for the Three Months and Six Months Ended March 31, 2000 . . . . . . . . 4
    Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . 5

Item 2.  Management's Discussion and Analysis of Financial Condition and
    Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

                                    PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .  12
Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .  12
Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .  12


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

                                       YP.NET,  INC.
                         CONSOLIDATED  COMPARATIVE  BALANCE  SHEETS
                        AS  OF  MARCH  31,  2000  and  SEPTEMBER  30,  1999
                                           ASSETS


                                                               MARCH 31,     SEPTEMBER 30,
                                                                  2000           1999
                                                               (unaudited)
<S>                                                           <C>           <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                   $   107,650   $      255,323
  Accounts Receivable                                           2,657,534          951,177
  Prepaid Expenses                                                157,837          138,400
  Other Assets                                                          -           77,182
  Direct Response Marketing - Net                                 486,312          633,900
  Deferred income taxes                                           209,716           91,172
     TOTAL CURRENT ASSETS                                       3,619,049        2,147,154
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                          152,261                -
  Equipment & Computer Equipment                                  209,558          552,731
  Leasehold Improvements                                          317,507                -
LESS: Accumulated Depreciation and Amortization                  (186,808)        (116,833)
     TOTAL PROPERTY AND EQUIPMENT                                 492,517          435,898
OTHER ASSETS:
  Intangible Assets                                             5,010,000        5,010,000
  Deposits                                                         13,287           13,287
LESS: Accumulated Amortization                                   (399,166)        (159,166)
     TOTAL OTHER ASSETS                                         4,624,121        4,864,121
     TOTAL ASSETS                                               8,735,687        7,447,173
                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade Accounts Payable                                           39,153           55,000
  Income Taxes Payable                                            331,292          260,427
  Accrued Expenses                                                508,757          772,120
  Finova Line-Of-Credit - Note 1                                1,691,056
  Short-Term Notes Payable - Note 2                             1,400,000        4,808,865
     TOTAL CURRENT LIABILITIES                                  3,970,258        5,896,412
LONG-TERM LIABILITIES:
  Long-Term Notes Payables - Note 3                             2,000,000            7,241
  Deferred income taxes                                            18,050           70,865
     TOTAL LONG-TERM LIABILITIES                                2,018,050           78,106
     TOTAL LIABILITIES                                          5,988,308        5,974,518
STOCKHOLDER' EQUITY:
  Common Stock $.001 par value, 50,000,000 shares                  40,902           39,157
    40,900,798 and 39,156,853 issued and outstanding
    For March 31, 2000 and September 30, 1999
  Additional Paid In Capital                                    5,654,162          892,538
  Treasury Stock                                                  (69,822)         (69,822)
  Preferred Stock - Class B. $.001 par value                        1,500            1,700
    2,500,000 shares designated, 1,500,000 and 1,700,000
    issued and outstanding for March 31, 2000 and September
    30, 1999.
  Retained Deficit                                             (2,879,363)      (3,390,918)
     TOTAL STOCKHOLDERS' EQUITY                                 2,747,379        1,472,655
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 8,735,687   $    7,447,173
</TABLE>


            See the accompanying notes to these unaudited financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              YP.NET,  INC.
                    CONSOLIDATED  STATEMENTS  OF  OPERATIONS
       FOR  THE  THREE  MONTHS  AND  SIX  MONTHS  ENDED  MARCH  31,  2000


                                            THREE MONTHS ENDED    SIX MONTHS ENDED
                                              MARCH 31, 2000       MARCH 31, 2000
                                                          (unaudited)
                                           --------------------  ------------------
<S>                                        <C>                   <C>
INCOME
  Revenue                                  $         3,826,077   $       6,123,557

COST OF SALES                                        1,653,116           2,728,601
                                           --------------------  ------------------
GROSS PROFIT                                         2,172,961           3,394,956
                                           --------------------  ------------------

  SELLING EXPENSES                                         985              20,783

  GENERAL AND ADMINISTRATIVE                           777,242           2,312,101

  DEPRECIATION AND AMORTIZATION                        156,006             311,254
                                           --------------------  ------------------
    TOTAL EXPENSES                                     934,233           2,644,138
                                           --------------------  ------------------

    EARNINGS FROM OPERATIONS                         1,238,728             750,818
                                           --------------------  ------------------

OTHER INCOME (EXPENSE)
  Other Income                                          13,204              35,247
  Interest Income/(Expense)                           (200,506)           (372,154)
                                           --------------------  ------------------
    TOTAL OTHER INCOME                                (187,302)           (336,907)
                                           --------------------  ------------------

  Net Income Before Income Taxes                     1,051,426             413,911

  Provisions for Income Taxes                         (100,494)                  -
                                           --------------------  ------------------

NET INCOME                                 $         1,151,920   $         413,911
                                           ====================  ==================

EARNINGS PER SHARE:

Basic Earnings Per Share                   $              0.03   $            0.01
                                           ====================  ==================

WEIGHTED AVERAGE NUMBER OF COMMON                   40,695,622          40,230,409
                                           ====================  ==================
   SHARES OUTSTANDING

Diluted Earnings Per Share                 $              0.03   $            0.01
                                           ====================  ==================

WEIGHTED AVERAGE NUMBER OF COMMON                   40,695,522          40,230,409
                                           ====================  ==================
AND COMMON SHARE EQUIVALENTS OUTSTANDING
</TABLE>


       See the accompanying notes to these unaudited financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                               YP.NET, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2000

                                                                         THREE MONTHS       SIX MONTHS
                                                                            ENDED             ENDED
                                                                        MARCH 31, 2000    MARCH 31, 2000
                                                                       ----------------  ----------------
<S>                                                                    <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES                                              (unaudited)
    Net Income                                                         $     1,051,426   $       413,911
    Adjustments to reconcile net income to net cash used by operating
    activities.
      Depreciation and amortization                                             36,006            71,254
      Consultants & Officers paid with common stock                             25,691           763,169
      Amortization of intellectual property                                    120,000           240,000

    (Increase) decrease in assets
      Trade accounts receivable                                             (1,135,405)       (1,706,357)
      Customer acquisition costs                                               (45,237)          147,588
      Other receivables                                                              -            77,182
      Prepaid and other current assets                                               -          (116,231)
      Other assets                                                              (3,081)           31,368

    Increase (decrease) in liabilities
      Trade accounts payable                                                       311            16,469
      Accrued liabilities                                                      (69,222)         (195,226)
      Deferred revenue                                                               -           (81,190)
                                                                       ----------------  ----------------
          NET CASH USED IN OPERATING ACTIVITIES                                (19,511)         (338,062)

  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of intellectual property                                                -                 -
    Capital expenditures
    Purchases of property and equipment                                         (3,349)         (156,594)
                                                                       ----------------  ----------------
          NET CASH USED BY INVESTING ACTIVITIES                                 (3,349)         (156,594)

  CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from line of credit                                                65,940           897,648
    Principal repayments on notes payable                                     (100,000)         (550,665)
    Proceeds from the issuance of common stock
    Advances to shareholder                                                          -                 -
          NET CASH PROVIDED BY FINANCING
                                                                       ----------------  ----------------
          ACTIVITIES                                                           (34,060)          346,983

        NET INCREASE (DECREASE) IN CASH                                        (56,920)         (147,673)

        CASH AT BEGINNING OF PERIOD                                            164,570           255,323
                                                                       ----------------  ----------------
              CASH AT END OF PERIOD                                    $       107,650   $       107,650
                                                                       ================  ================

  SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                               15,295            52,597
</TABLE>


              See the accompanying notes to these unaudited financial statements


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  AND  SIX  MONTHS  ENDED  MARCH  31,  2000

1.  Basis  of  Presentation

The  accompanying  unaudited  financial  statements  represent  the consolidated
financial  position of YP.Net, Inc. ("Company") as of March 31, 2000 and include
results  of  operations  of  the  Company and Telco Billing, Inc. ("Telco"), its
wholly owned subsidiary, and cash flows for the three and six months ended March
31,  2000.  These  statements  have  been  prepared in accordance with generally
accepted  accounting  principles  for  interim  financial  information  and  the
instructions  for  Form  10-QSB.  Accordingly,  they  do  not  include  all  the
information  and  footnotes required by generally accepted accounting principles
("GAAP")  for  complete financial statements.  In the opinion of management, all
adjustments  to  these  unaudited  financial  statements  necessary  for  a fair
presentation  of  the  results  for the interim period presented have been made.
The  results  for  the  three and six month periods ended March 31, 2000 may not
necessarily  be  indicative  of  the  results for the entire fiscal year.  These
financial  statements  should  be  read  in  conjunction with the Company's Form
10-KSB  for  the  year  ended  September  30,  1999,  including specifically the
financial  statements  and notes to such financial statements contained therein.

2.  Summary  of  Significant  Accounting  Policies

The  accounting  policies  followed  by the Company, and the methods of applying
those  policies,  which  affect  the  determination  of  its financial position,
results  of  operations  or  cash  flows  are  summarized  below:

Cash  and  Cash  Equivalents
----------------------------

Cash  and  cash  equivalents  include all short-term 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.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial statements include the Company and its wholly owned
subsidiary, Telco Billing, Inc.  All intercompany accounts in consolidation have
been  eliminated.

Revenue  Recognition
--------------------

The  Company's  revenue  is  generated by customer subscription of directory and
advertising  services.  Revenue is recognized monthly for services subscribed in
that specific month.  The Company utilizes outside billing companies to transmit
billing  data  that  is  forwarded to Local Exchange Carriers ("LECs").  Monthly
subscription fees are included on the telephone bills of the LEC customers.  The
Company  recognizes  revenue  based  on  net  billings  accepted  by  the  LECs.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amounts  for  cash,  investments  in marketable securities, trade
accounts  receivable,  trade  accounts  payable,  accrued  liabilities and notes
payable,  approximate  their  fair  value  due  to  the  short maturity of these
instruments.  The  Company  has determined that the recorded amounts approximate
fair  value.


                                        5
<PAGE>
Net  Earnings  Per  Share
-------------------------

Net earnings 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 Statement of Financial Accounting Standards 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.
This may affect the reported amounts of assets and liabilities and disclosure of
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.

3.  Business  Combination

On  June  16,  1999, the Company exchanged 17,000,000 shares of common stock for
all of the common stock of Telco.  Prior to the acquisition, 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.

4.  Intangible  Asset

In  connection  with the Company's acquisition of Telco, the Company is required
to  provide payment of licensing fees for the use of the Internet domain name or
Universal  Resource Locator ("URL") Yellow-Page.Net.  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 the use of the URL 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 incurred.  The URL is
amortized  on  an  accelerated  basis over the twenty-year term of the licensing
agreement.

5.  Notes  Payable  and  Line  of  Credit

Notes  payable  are  recorded  and  interest  is  accrued in accordance with the
individual terms of each note.  Notes payable at March 31, 2000 were as follows:


                                        6
<PAGE>
Note  1:  The  Company entered into an agreement with Finova Capital Corporation
-------
for  a  $3,000,000  revolving  line of credit with interest payable at the prime
rate plus three percent.  The amount available to be drawn under the facility is
limited  to  80%  of eligible accounts receivable.  At March 31, 2000 the credit
facility  had  an  outstanding  balance  of  $1,691,056.  Assets of the Company,
specifically  accounts  receivables,  collateralize  the  credit  facility.  The
credit facility expires on August 31, 2003, and the institution may withdraw the
line  with  a  notification  within  90  days.

Note  2:  The  Company  entered into a loan agreement with Mr. Joseph Van Sickle
-------
during  the  acquisition  of Telco under which Mr. Van Sickle lent $2,000,000 to
the  Company.  At March 31, 2000 this note payable had an outstanding balance of
$1,400,000.  Mr.  Van  Sickle  is  a  shareholder  of  the  Company  and  owns
approximately one percent of the Company's outstanding stock.  Mr. Van Sickle is
not  a  member  of  management  and  currently  has  no position on the Board of
Directors  of  the  Company.

Note  3:  The Company entered into an agreement with Matthew & Markson, Ltd., an
-------
Antigua  corporation  ("M&M"),  in conjunction with the acquisition of Telco for
the  license  of  the  URL  Yellow-Page.Net.  The  Company  agreed  to  pay  M&M
                            ---------------
$5,000,000  for  the  licensing agreement of the URL Yellow-Page.Net.   At March
                                                     ---------------
31,  2000  the  M&M  note payable had an outstanding balance of $2,000,000.  M&M
owns  approximately  18%  of  the  Company's  outstanding  stock.

6.  Common  Stock

Transactions in the Company's common stock issued for the acquisition of assets,
products,  or  services  are  accounted for at 90% of fair value.  Fair value is
determined  based  on  the traded closing price of the Company's common stock on
the date of the transaction, or the fair value of the asset, product, or service
received,  whichever  is  more  readily  determinable.

7.  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.  The provision for income taxes for interim periods is calculated on
the  basis  of  the  expected  effective  rate  for  the  full  year.


                                        7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     Except  for  historical  information  contained  herein,  the  following
discussion  contains  forward-looking  statements  that  involve  risks  and
uncertainties.  Such forward-looking statements include, but are not limited to,
statements  regarding  future events and our plans and expectations.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause  or  contribute to such differences include, but are not limited to, those
discussed  elsewhere  in  this  Form 10-QSB or incorporated herein by reference.
See  "Special  Note  on  Forward-Looking  Statements"  below.

OVERVIEW

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

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

     We  utilized  direct mailings as our primary marketing program.  At October
1,  1999, we had 103,133 customers subscribing to our services.  At December 31,
1999,  we  had  114,409  and  at  March  31, 2000, we had 129,457 customers.  We
believe  the  increase  in  our  customer base for these periods was primarily a
result  of  our  marketing  efforts.  In  March  2000, we implemented a customer
contact  program  to  attempt to increase our customer satisfaction and decrease
customer  attrition.  We  believe  that  this  program  has and will continue to
provide  these  results.

     Expenditures  related  to professional and consulting fees were significant
in  the  three and six months periods ended March 31, 2000.  Existing management
believes  that  these expenditures will not be as significant in future periods.
Management  is  actively  pursuing rescission and cancellation of certain common
and  preferred  stock  that was previously issued for services.  This action may
adversely  affect  our future earnings due to costs of potential litigation that
may result from management pursuing recession.  However, if we are successful in
canceling  some  or  all  of  these  shares,  our  total outstanding shares will
decrease  which  will  positively  affect our per share operating results in the
future.

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


                                        8
<PAGE>
     On  December 15, 1999, prior management entered into a consulting agreement
with  International Profits Associates, Inc.  ("IPA").  IPA agreed to review our
business operations, polices and procedures, to advise on determining management
responsibilities  and  authorities,  and  to  develop  and  implement a plan for
achieving  potential  investor  awareness.  IPA  agreed  to advise and train Mr.
William  O'Neal  on  the  duties  and responsibilities of acting as President of
YP.Net.  The agreement was entered into until such time that Mr.  William O'Neal
was prepared to assume the position of President.  We paid approximately $43,369
for  these  consulting  services  in the three months ended March 31, 2000.  The
consulting  agreement  with  IPA  was  terminated  February  2,  2000.

     Common stock has been issued to prior officers and consultants for services
rendered.  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 stated at 90% of the trading value of the
shares to reflect a discount for the regulatory restrictions on trading of those
shares.  During  the  quarter  ended  March  31, 2000, 16,667 common shares were
issued  to a former officer.  Prior management also issued 845,049 common shares
to  the Hudson Consulting Group, Inc.  in the three months ended March 31, 2000.
We  did  not  record  any  expenses associated with this issuance because we are
presently  in  litigation related to the consideration for the issuance.  We are
seeking  the  rescission  of  these and other common shares issued to the Hudson
Consulting  Group,  Inc.  by  prior  management.

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

     The  acquisition  of  Telco  was  treated as a reverse merger for financial
accounting  purposes.  As a result, Telco was deemed to be the acquiring entity.
For  financial  accounting  purposes,  Telco was considered to have engaged in a
recapitalization and acquired the net assets of RIGL as of June 1999.  Financial
statements  of Telco for the six months ended March 31, 1999 are not included in
this  Form  10-QSB  due  to  such  statements  not  being  available.

RESULTS  OF  OPERATIONS

     With  the  acquisition of Telco, our business focus shifted to the Internet
yellow  page services business and this business is currently the sole source of
our revenue.  All operations conducted by RIGL prior to the acquisition of Telco
have been discontinued.  Revenues for the three months ended March 31, 2000 were
$3,826,077  and  for the six months ended March 31, 2000 were $6,123,557.  Until
other  sources  of  revenue  are  developed, our total revenues will be directly
dependent  upon  the  number  of  customers subscribing to our preferred listing
service.

     Cost  of sales for the three months ended March 31, 2000 was $1,653,116 and
for  the  six  months  ended  March  31,  2000 was $2,728,601.  Cost of sales is
comprised  of  dilution  expenses, direct mailer marketing costs, allowances for
bad  debt and our billing costs.  Dilution expenses include customer credits and
any other receivable write-downs.  Dilution expenses were approximately $645,000
for  the  three months ended March 31, 2000 and approximately $1,102,000 for the
six  months  ended  March  31,  2000.  Direct mailer marketing costs were also a
significant  component of our costs of sales.  These costs were $400,238 for the
three  months  ended  March 31, 2000 and $817,164 for the six months ended March
31,  2000.


                                        9
<PAGE>
     Selling  expenses,  primarily the costs associated with general advertising
and  market  testing  of  other  revenue  sources, were approximately $1,000 and
$21,000 for the three and six month periods ending March 31, 2000, respectively.

     General  and  administrative  expenses for the three months ended March 31,
2000  were $777,242 and for the six months ended March 31, 2000 were $2,312,101.
These costs are primarily related to customer service staffing, which we believe
provides  better service to our customers.  For the three months ended March 31,
2000 our consulting expenses were $217,666 and $762,462 for the six months ended
March  31,  2000.  These  expenses  were  primarily  a result of the issuance of
common  stock  by  prior  management  as  consideration under several consulting
contracts  and  is  not  expected  to  be  recurring.

     Interest  expense  net  of interest income for the three months ended March
31,  2000 was $187,302 and for the six months ended March 31, 2000 was $336,907.
Interest  expense  was  a result of our debt outstanding.  This debt outstanding
included  debt  incurred  in  connection  with  the  acquisition  of  the  URL
Yellow-Page.Net  and  due  to  an  increase  in the amount outstanding under our
           ----
credit  facility  with  Finova  Capital  Corporation.

Net  income  for  the  three month period ended March 31, 2000 was $1,051,426 or
$.03  per  diluted  share.  Net  income for the six month period ended March 31,
2000  was  $413,911  or  $.01  per  diluted  share.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  used  by operating activities for the six months ended March 31, 2000
was  $338,062.  Revenue  was  generated  solely from providing electronic yellow
page  preferred listing advertising.  Cash from operating activities for the six
month  period  ended  March 31, 2000 was utilized by an increase in our accounts
receivable  ($1,706,357)  and  in  prepaid assets ($116,231) and by decreases in
accrued  liabilities ($195,226) and deferred revenue ($81,190).  Cash in the six
month  period  ended  March  31,  2000  was  generated  by decreases in customer
acquisition  costs ($147,588), other receivables ($77,182) and prepaid and other
assets  ($31,638)  and  by  an increase in our trade accounts payable ($16,469).

Cash  used  by  investing activities was $156,594 for the six months ended March
31,  2000.  We  purchased additional computer equipment of approximately $68,000
and  performed tenant leasehold improvements of approximately $88,000 in the six
months  ended  March  31,  2000.

     Cash  provided  from financing activities was $346,983 for six months ended
March  31,  2000.  For  the six months ended March 31, 2000, we realized cash of
$897,648  from advances on our line of credit and utilized $550,665 to pay notes
payable.  The  $550,665  represents  the  total  payments  made  to  reduce  the
principal  balances  of  the  outstanding  notes.

     We  have  an existing asset-based collateralized line of credit with Finova
Capital  Corporation.  As a result of certain technical defaults under the terms
of  the  loan agreement, which occurred under prior management, Finova exercised
its  right  to  terminate the agreement.  We have entered into letter agreements
whereby  Finova has agreed to forbear the exercise any of its available remedies
through  January 4, 2000. Our line of credit has been reduced to $1,400,000  for
the  period  of  November  6,  2000  through  December 5, 2000 and to $1,200,000
thereafter.  Management  is  seeking  other potential lenders that specialize in
financing businesses utilizing LEC billings.  We do not anticipate these changes
to  have  an  adverse affect on our ability to continue operating at our current
levels.


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<PAGE>
OTHER  CONSIDERATIONS

     There  are numerous factors that affect our business and the results of its
operations.  Sources  of  these  factors  include  general economic and business
conditions,  federal  and state regulation of our business activities, the level
of  demand  for  our  services,  the  level  and intensity of competition in the
electronic  yellow  page industry and the pricing pressures that may result, our
ability  to  develop  new  services  based on new or evolving technology and the
market's acceptance of those new services, our ability to timely and effectively
manage periodic product transitions, the services, customer and geographic sales
mix  of  any  particular  period,  and  our  ability  to continue to improve our
infrastructure (including personnel and systems) to keep pace with the growth in
its  overall  business  activities.

     We  are delinquent in our filings under the Securities Exchange Act of 1934
("Exchange Act").  Our most recent filing was the December 31, 1999 Form 10-QSB.
While trading of our stock has occurred during the periods before and after this
filing,  sales under Rule 144 are not allowed until our filings are current.  It
is  management's  intent  to  complete  all  past  due  filings and to cause all
required  filings  to  be timely made in the future.  Management also intends to
take  actions  to cause YP.Net's common stock to be relisted on the OTC Bulletin
Board  as soon as possible.  It is not possible to determine the effect, if any,
on  the  actions  of  current  of  former  shareholders  of bringing current the
required  Exchange  Act  filings,  and  the financial statements and disclosures
contained  therein.

     We  have  attempted  to keep the public informed through press releases and
Form  8-K  filings  while  making  a concerted effort to become current with our
filings.  We  are currently unable to determine the materiality of the affect of
the  delinquent  filings, if any, or the potential impact any such delinquencies
may  have  on  our  operations.

SPECIAL  NOTE  ON  FORWARD-LOOKING  STATEMENTS

     Except  for  historical  information  contained  herein,  this  Form 10-QSB
contains  express  or  implied  forward-looking statements within the meaning of
Section  27A  of the Securities Act of 1933 and Section 21E of the Exchange Act.
We  intend  that  such forward-looking statements be subject to the safe harbors
created  thereby.  We  may  make written or oral forward-looking statements from
time  to  time  in filings with the SEC, in press releases, quarterly conference
calls  or otherwise.  The words "believes," "expects," "anticipates," "intends,"
"forecasts,"  "project,"  "plans,"  "estimates" and similar expressions identify
forward-looking  statements.  Such  statements  reflect  our  current views with
respect  to future events and financial performance or operations and speak only
as  of  the  date  the  statements  are  made.

     Forward-looking  statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements.  Our actual
results  may  differ  materially  from  such  statements.  Factors that cause or
contribute  to such differences include, but are not limited to, those discussed
elsewhere  in  this  Form  10-QSB, as well as those discussed in our Form 10-KSB
which  is  incorporated  by  reference  in  this  Form  10-QSB.

     Although  we  believe  that  the assumptions underlying the forward-looking
statements  are  reasonable,  any of the assumptions could prove inaccurate and,
therefore,  there  can  be  no  assurance  that the results contemplated in such
forward-looking  statements  will  be  realized.  The  inclusion  of  such
forward-looking information should not be regarded, as a representation that the
future  events,  plans,  or  expectations  contemplated  will  be  achieved.  We
undertake  no  obligation  to  publicly  update,  review,  or  revise  any
forward-looking  statements  to  reflect  any  change in our expectations or any
change  in  events,  conditions,  or  circumstances on which any such statements
based.  Our  filings with the SEC, including the Form 10-KSB, may be accessed at
the  SEC's  Web  site,  www.sec.gov.
                        ------------


                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     The YP.Net is involved in various legal proceedings and claims as described
in  our  Form  10-KSB  for  the  year  ended  September  30,  1999.  No material
developments  have  occurred  in  any of these proceedings. The costs associated
with these legal proceedings could be significant and could adversely affect the
results  of  our  future  operations.  An  unfavorable  result  in  any of these
proceedings  could  also  adversely  affect  our  operations.

ITEM  2.  CHANGES  IN  SECURITIES

     In  January  prior  management  issued  845,049 common shares to the Hudson
Consulting  Group.  We  are  presently in litigation attempting to recover these
shares,  in  addition  to  other  shares, and have not recorded this transaction
based  upon  the  pending litigation.  The shares were issued in reliance on the
exemption  from  registration  provided  by  Section 4(2) of the Securities Act.

     In  January  2000,  a  former  officer,  Peter DeKray, exercised options to
acquire  16,667  shares  of common stock at $1.00 per share.  The value of these
shares  was  recorded  as  $24,984.  The  shares  were issued in reliance on the
exemption  from  registrations  provided  by Section 4(2) of the Securities Act.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

27.1      Financial  Data  Schedule


REPORTS  ON  FORM  8-K

     Three  reports on Form 8-K were filed in the fiscal quarter ended March 31,
2000.  These  reports  are  as  follows:

     Form  8-K  filed on February 23, 2000 announced that the Board of Directors
had  been increased to seven members, that six new members had been appointed to
fill  vacancies  and  that  certain Board committees had been established.  This
Form  8-K  also  disclosed  certain  misstatements  that  were  presented in the
financial  statements included in the Form 10-QSB for the quarter ended June 30,
1999.

     Form  8-K filed March 15, 2000 announced the dismissal of McGladry & Pullen
LLP as  the  independent  auditors  of  YP.Net.


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<PAGE>
     Form  8-K filed on March 29, 2000 included as an exhibit the correspondence
received  from  McGladry  &  Pullen  LLP  regarding  its  disagreements with the
statements  set  forth  in  the Form 8-K filed on March 15, 2000.  This Form 8-K
also included management's responses to the disagreements set forth in McGladrey
&  Pullen  LLP's  letter.



                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto  duly  authorized.

                                                YP.NET,  INC.




Dated:  November  _____,  2000              By  /s/  Angelo  Tullo
                                            ------------------------------------
                                            Angelo Tullo, Chairman of the Board


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