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

                    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  December 31, 1999

         [ ]  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 DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                     PART I
                             FINANCIAL  INFORMATION                         PAGE

Item  1.  Financial  Statements
      Balance  Sheets
           December  31,  1999  (unaudited)  and September 30, 1999. . . . .   1
      Statements  of  Operations
           For the Three Months Ended December 31, 1999 (unaudited) . . . . .  2
      Statements  of  Cash  Flows
           For the Three Months Ended December 31, 1999 (unaudited) . . . . .  3
      Notes  to  the  Consolidated  Financial  Statements. . . . . . . . . . 4-6

Item  2.  Management's Discussion and Analysis of Financial Condition and
          Results  of  Operations . . . . . . . . . . . . . . . . . . . . . 7-10

                                     PART II
                                OTHER INFORMATION

Item  1.  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 11
Item  2.  Changes  in  Securities. . . . . . . . . . . . . . . . . . . . . .  11
Item  6.  Exhibits  and  Reports  on  Form  8-K. . . . . . . . . . . . . . .  12


                                   SIGNATURES


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS


                                    YP.NET, INC.
                       CONSOLIDATED COMPARATIVE BALANCE SHEETS
             AS OF DECEMBER 31, 1999 (UNAUDITED) AND SEPTEMBER 30, 1999
                                     (UNAUDITED)

                                        ASSETS

                                                             DECEMBER 31, 1999       SEPTEMBER 30, 1999
<S>                                                       <C>                      <C>
CURRENT ASSETS:
        Cash and Cash Equivalents                         $   164,570               $  255,323
        Trade Accounts Receivable                           1,522,129                  951,177
        Prepaid Expenses                                      157,755                  138,400
        Other Assets                                                -                   77,182
        Direct Response Marketing - Net                       441,075                  633,900
        Deferred income taxes                                  91,172                   91,172
                                                          ------------             ------------
                TOTAL CURRENT ASSETS                                    2,376,701                2,147,154


PROPERTY AND EQUIPMENT:
        Furniture and Fixtures                                152,261                        -
        Equipment & Computer Equipment                        206,209                  552,731
        Leasehold Improvements                                317,507                        -
LESS: Accumulated Depreciation and Amortization              (150,802)                (116,833)
                                                          ------------             ------------
                TOTAL PROPERTY AND EQUIPMENT                              525,174                  435,898

OTHER ASSETS:
        Intangible Assets                                   5,010,000                5,010,000
        Deposits                                               13,287                   13,287
LESS: Accumulated Amortization                               (279,166)                (159,166)
                                                          ------------             ------------

                   TOTAL OTHER ASSETS                                   4,744,121                4,864,121
                                                                      ------------             ------------

                TOTAL ASSETS                                            7,645,997                7,447,173
                                                                      ============             ============



                                               LIABILITIES

CURRENT LIABILITIES:
        Trade Accounts Payable                                 38,842                   55,000
        Income Taxes Payable                                  331,292                  260,427
        Accrued Expenses                                      564,926                  772,120
        Finova Line of Credit - NOTE 1                      1,570,304
        Short-Term Notes Payable - NOTE 2                   1,500,000                4,808,865
                                                          ------------             ------------

            TOTAL CURRENT LIABILITIES                       4,005,364                5,896,412

LONG-TERM LIABILITIES:
        Long-Term Note Payable - NOTE 3                     2,000,000                    7,241
        Deferred income taxes                                  70,865                   70,865

                TOTAL LONG-TERM LIABILITIES                             2,070,865                   78,106
                                                                      ------------             ------------

                    TOTAL LIABILITIES                                   6,076,229                5,974,518

                                       STOCKHOLDERS' EQUITY

        Common Stock, $.001 par value, 50,000,000 shares;      40,051                   39,157
          40,050,748 and 39,156,853 issued and outstanding
          for December 31, 1999 and September 30,1999
        Additional Paid In Capital                          5,629,322                4,892,538
        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 December 31,
           1999 and September 31, 1999.
        Retained Deficit                                   (4,031,283)              (3,390,918)
                                                          ------------             ------------

                   TOTAL STOCKHOLDERS' EQUITY                           1,569,768                1,472,655
                                                                      ------------             ------------

                TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 7,645,997              $ 7,447,173
                                                                      ============             ============
</TABLE>

              See the accompanying notes to these unaudited financial statements


                                        1
<PAGE>
                                  YP.NET, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THREE MONTHS ENDED DECEMBER 31, 1999
                                   (UNAUDITED)


                                                  FISCAL QUARTER 1999
                                                      1ST QUARTER

INCOME
    Revenue                                      $    2,297,480

COST OF SALES                                         1,075,485


GROSS PROFIT                                          1,221,995

    SELLING EXPENSES                                     19,798

    GENERAL AND ADMINISTRATIVE                        1,534,859

    DEPRECIATION AND AMORTIZATION                       155,248
                                                 ---------------
      TOTAL EXPENSES                                  1,709,905

      LOSS FROM OPERATIONS                             (487,910)

OTHER INCOME (EXPENSE)
    Other Income                                         22,043
    Interest Income/(Expense)                          (171,648)
                                                 ---------------
      TOTAL OTHER INCOME                               (149,605)



    NET LOSS BEFORE INCOME TAXES                       (637,515)

    Provisions for Income Taxes                               -


            NET LOSS                             $     (637,515)
                                                 ===============

EARNINGS PER SHARE:

BASIC LOSS PER SHARE                             $        (0.02)
                                                 ---------------

WEIGHTED AVERAGE NUMBER OF COMMON                    40,050,748
                                                 ---------------
  SHARES OUTSTANDING

DILUTED LOSS PER SHARE                           $        (0.02)
                                                 ---------------

WEIGHTED AVERAGE NUMBER OF COMMON                    40,050,748
                                                 ---------------
AND COMMON SHARE EQUIVALENTS OUTSTANDING


       See the accompanying notes to these unaudited financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                   YP.NET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THREE MONTHS ENDED DECEMBER 31, 1999
                                   (UNAUDITED)


                                                                           1999
                                                                       1ST QUARTER
<S>                                                                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Loss                                                           $(637,515)
    ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED BY OPERATING
      ACTIVITIES.
      Depreciation and amortization                                       35,248
      Consultants paid with common stock                                 737,478
      Loss on disposal of assets                                               -
      Amortization of intellectual property                              120,000


    (Increase) decrease in assets
      Trade accounts receivable                                         (570,952)
      Customer acquistion costs                                          192,825
      Other recievables                                                   77,182
      Prepaid and other current assets                                  (116,231)
      Other assets                                                        34,449

    Increase (decrease) in liabilities
      Trade accounts payable                                              16,158
      Accrued liabilities                                               (126,004)
      Deferred revenue                                                   (81,190)
                                                                       ----------
          NET CASH USED IN OPERATING ACTIVITIES                         (318,551)

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of intellectural property                                         -
    Purchases of property and equipment                                 (153,245)
                                                                       ----------
          NET CASH USED BY INVESTING ACTIVITIES                         (153,245)

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from line of credit                                         831,708
    Principal repayments on notes payable                               (450,665)
    Advances to shareholder                                                    -
                                                                       ----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                      381,043

        NET DECREASE IN CASH                                             (90,753)

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

SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                         37,301
</TABLE>


       See the accompanying notes to these unaudited financial statements


                                        3
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  MONTHS  ENDED  DECEMBER  31,  1999

1.  Basis  of  Presentation

The  accompanying  unaudited  financial  statements  represent  the consolidated
financial  position  of  YP.Net,  Inc.  ("Company")  as of December 31, 1999 and
include  results of operations of the Company and Telco Billing, Inc. ("Telco"),
its  wholly owned subsidiary, and cash flows for the three months ended December
31,  1999.  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  month  period  ended  December  31,  1999 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.


                                        4
<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 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 December 31, 1999 were as
follows:


                                        5
<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 December 31, 1999 the credit
facility  had  an  outstanding  balance  of  $1,570,304.  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 December 31, 1999 this note payable had an outstanding balance
of  $1,500,000.  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 December
                                                  ---------------
31,  1999  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.


                                        6
<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 three months ended
December  31,  2000.  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.

     During  the  three  months  ended  December  31,  1999,  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
customers.  We  believe  the  increase  in our customer base for this period 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 quarter ended December 31, 1999 and have adversely affected our earnings
in  this  period.  Existing  management believes that these expenditures will no
longer  be  as  significant.  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 cancelling 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  paid audit fees of $150,000 as of
December 31, 1999.  Subsequently, we paid additional audit fees of $150,000.  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.


                                        7
<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 $65,000
for these consulting services in the three month period ended December 31, 1999.
Subsequently,  new  management  and  the  Board  of Directors has terminated all
agreements  with  IPA.

     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 December 31, 1999, 856,951 common shares were
issued  to  officers  and  consultants  valued at $737,478, 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 three months ended December 31, 1998 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
revenue.  All  operations  conducted  by  RIGL prior to the acquisition of Telco
have  been  discontinued.  Revenues for the quarter ended December 31, 1999 were
$2,297,480.  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 quarter ended December 31, 1999 was $1,075,485.  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.  Billing costs include
fees  for  services  provided  by LECs and other outside parties to transfer and
organize  our  customer  acquisition,  billing  and  collection  data.

     Selling  expenses  for  the  quarter  ended December 31, 1999 were $19,798.
Selling  expenses were primarily the costs associated with the use of the direct
mailers.

     General and administrative expenses for quarter ended December 31, 1999 was
$1,534,859.  These  costs  are  primarily  related  to customer service staffing
which  we  believe  provides  better  service  to our customers.  Our consulting
expenses  were $737,478.  This expense was 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.


                                        8
<PAGE>
     Interest  expense net of interest income for the quarter ended December 31,
1999 was $171,648.  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  losses  for  the quarter ended December 31, 1999 were $637,515 or $.02
per diluted  share.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  used by operating activities for the quarter ended December 31, 1999,
was  $318,551.  Revenue  was  generated  principally  from  providing electronic
yellow  page preferred listing advertising.  Cash flow from operating activities
was  adversely  affected  by  certain non-recurring expenses, an increase in our
accounts  receivable  and  prepaid  assets  and  a  decrease  in  liabilities.

     Cash  used  by investing activities was $153,245 for the three months ended
December  31, 1999.  We purchased additional computer equipment of approximately
$65,000  and performed tenant leasehold improvements of approximately $88,245 in
the  three  months  ended  December  31,  1999.

     Cash  provided  from financing activities was $381,043 in the quarter ended
December  31,  1999.  This  cash inflow was attributed to advances on our credit
facility of $831,708.  We paid $450,665 on our notes payable on terms negotiated
with the note holders.  This amount represents the total payments made to reduce
the  outstanding  balances  of  the  our  outstanding  notes.

     We  have an existing asset-based collateralized line of credit with Finova.
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.  Our  line  of  credit  has  been  reduced  from  $3,000,000  to
$1,800,000  as  of  August 2000.  We have entered into letter agreements whereby
Finova  has agreed to forbear the exercise any of its available remedies through
November  2,  2000.  Based  upon  our  discussions,  we  anticipate  that  these
agreements  will be extended or modified to allow us to transfer to a new credit
facility.  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.

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  September 30, 1999 Form
10-KSB.  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.


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     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  are  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.
------------

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

     A  majority  of  the  shareholders  consented  to  amend  our  articles  of
incorporation to change our corporate name to YP.Net, Inc.  Shareholders holding
a  total  of  26,395,000  shares,  of  the  total then outstanding of 39,156,853
shares,  submitted  their written consents to the amendment, which was effective
October  1,  1999.


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                           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

     On  October  25,  1999,  prior  management entered into a one-year advisory
agreement  with  BJM  Consulting,  Inc.  ("BJM").  BJM  agreed  to  advise  in
acquisitions  and strategic planning and also to assist the Interim President in
his  duties  as President until a new President was appointed.  Prior management
agreed  to  pay  a  retainer fee of $5,000 per month and issue 500,000 shares of
common  stock  for  those  advisory  services.  The  value  of  these shares was
recorded as $437,500.  Subsequently, new management has terminated the agreement
and  is  making efforts to rescind the issuance of the shares of common stock to
BJM.  The  shares  were  issued  in  reliance on the exemption from registration
provided  by  Section  4(2)  of  the  Securities  Act.

     In  November 1999 the prior Board of Directors authorized 200,000 shares of
Series  B  preferred stock to be converted to 200,000 shares of common stock for
the  Interim  President  Mr.  William O'Neal.  This conversion was authorized in
exchange  for  a modification of his five-year employment agreement with YP.Net.
The  modification  of  the  employment  agreement  changed  the agreement from a
five-year  employment  contract  to  an  "at-will"  employment agreement with no
severance  pay  provisions.  The conversion of the preferred B shares to 200,000
shares  of  common stock voided provisions in the original employment agreement,
and  was  agreed to by the Board of Directors and Mr. William O'Neal.  The value
of  these shares was recorded as $90,000.  The shares were issued in reliance on
the exemption from registrations provided by Section 4(2) of the Securities Act.

     On  December  13,  1999  prior management entered into a sublease agreement
with  Empire  Capital  Group  LLC  ("Empire").  Empire agreed to sublease office
space  in Phoenix, Arizona.  Prior management had entered into a lease agreement
for  the  office  space  in  fiscal  1998.  YP.Net  never  utilized the space as
corporate  offices,  and  subsequently  Empire  assumed the entire office space.
Prior  management  issued  100,000  shares  of  common  stock  to Empire for the
execution  of the sublease agreement.  The value of these shares was recorded as
$124,000.  The  shares  were  issued  in  reliance  on  the  exemption  from
registrations  provided  by  Section  4(2)  of  the  Securities  Act.


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ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

10.14   Advisory Agreement between BJM Consultants and Y.P.Net, Inc.
10.15   Authorization  to  Perform  Business  Valuation  between  IPA Advisory &
        Intermediary Services and  Y.P.Net,  Inc.
10.16   International Profit Associates Organization for Management
10.17   Sublease Agreement between Y.P.Net, Inc. and Empire Capital Group, LLC
27.1    Financial  Data  Schedule


REPORTS  ON  FORM  8-K

     Two reports on Form 8-K were filed in the fiscal quarter ended December 31,
1999.  These  reports  are  as  follows:

     Form  8-K  filed  on  October  18,  1999  announced  the  change  in  the
corporation's  name from RIGL Corporation, Inc, to YP.Net, Inc., the appointment
of  a  three  new Board of Directors and the resignations of the Chairman of the
Board  and  two  Board  of  Directors.

     Form  8-K  filed  on  December  3,  1999 disclosed the dismissal of Singer,
Lewak,  Greenbaum and Goldstein LLP and the appointment of McGladry & Pullen LLP
as  the  YP.Net's  new  auditor.



                                   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: ________________, 2000         By  /s/  Angelo  Tullo
                                        ----------------------------------------
                                         Angelo Tullo, Chairman of the Board


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