FILER:

COMPANY  DATA:
--------------

COMPANY  CONFORMED  NAME:               YP.NET,  INC.
CENTRAL  INDEX  KEY:                    0000875711
STANDARD INDUSTRIAL CLASSIFICATION:     INTERNET  ADVERTISING
IRS  NUMBER:                            85-0206668
STATE  OF  INCORPORATION:               NEVADA
FISCAL  YEAR  END:                      930

FILING  VALUES:
---------------

FORM  TYPE:                             10-QSB
SEC  ACT:
SEC  FILE  NUMBER:                      00-24217
FILM  NUMBER:

BUSINESS  ADDRESS:
------------------

STREET  1:                              4840 EAST JASMINE STREET, SUITE 105
CITY:                                   MESA
STATE:                                  AZ
ZIP:                                    85205
BUSINESS  PHONE:                        480-654-9646

MAIL  ADDRESS:
--------------

STREET  1:                              4840 EAST JASMINE STREET, SUITE 105
CITY:                                   MESA
STATE:                                  AZ
ZIP:                                    85205


<PAGE>
================================================================================

                     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 June 30, 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
December  31,  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 JUNE 30, 2000

                                TABLE OF CONTENTS

                                     PART I
                         FINANCIAL INFORMATION                              PAGE

Item 1. Financial  Statements
          Consolidated  Comparative  Balance  Sheets
               as  of  June  30,  2000  and  September  30,  1999 . . . . . . .2
          Consolidated  Statements  of  Operations
               for the Three Months and Nine Months Ended June 30, 2000 . . . .3
          Consolidated Statements of Cash  Flows
               for the Three Months and Nine Months Ended June 30, 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


                                   SIGNATURES


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

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

                                              ASSETS

                                                                  JUNE 30, 2000    SEPTEMBER 30,
                                                                                       1999
<S>                                                              <C>              <C>
                                                                   (unaudited)
CURRENT ASSETS:
  Cash and Cash Equivalents                                      $      124,091   $      255,323
  Accounts Receivable                                                 3,031,082          951,177
  Prepaid Expenses                                                      127,287          138,400
  Other Assets                                                                -           77,182
  Direct Response Marketing - Net                                       565,881          633,900
  Deferred income taxes                                                 209,716           91,172
                                                                 ---------------  ---------------
     TOTAL CURRENT ASSETS                                             4,058,057        2,147,154
                                                                 ---------------  ---------------
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                                152,261                -
  Equipment & Computer Equipment                                        239,595          552,731
  Leasehold Improvements                                                317,507                -
LESS: Accumulated Depreciation and Amortization                        (223,822)        (116,833)
     TOTAL PROPERTY AND EQUIPMENT                                       485,541          435,898
                                                                 ---------------  ---------------
OTHER ASSETS:
  Intangible Assets                                                   5,010,000        5,010,000
  Deposits                                                               13,287           13,287
LESS: Accumulated Amortization                                         (517,083)        (159,166)
                                                                 ---------------  ---------------
     TOTAL OTHER ASSETS                                               4,506,204        4,864,121
                                                                 ---------------  ---------------
     TOTAL ASSETS                                                     9,049,803        7,447,173
                                                                 ---------------  ---------------

                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Trade Accounts Payable                                                 57,597           55,000
  Income Taxes Payable                                                  331,292          260,427
  Accrued Expenses                                                      169,355          772,120
  Finova Line-Of-Credit - Note 1                                      1,778,331                -
  Short-Term Notes Payable - Note 2                                     900,000        4,808,865
                                                                 ---------------  ---------------
     TOTAL CURRENT LIABILITIES                                        3,236,575        5,896,412
                                                                 ---------------  ---------------
LONG-TERM LIABILITIES:
  Long-Term Notes Payables - Note 3                                   1,899,489            7,241
  Deferred income taxes                                                  18,050           70,865
                                                                 ---------------  ---------------
     TOTAL LONG-TERM LIABILITIES                                      1,917,539           78,106
                                                                 ---------------  ---------------
     TOTAL LIABILITIES                                                5,154,114        5,974,518
                                                                 ---------------  ---------------
STOCKHOLDER' EQUITY:
  Common Stock $.001 par value, 50,000,000 shares                        41,452           39,157
    41,450,798 and 39,156,853 issued and outstanding
    For June 30, 2000 and September 30, 1999
  Additional Paid In Capital                                          5,769,112          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 June 30, 2000 and September 30, 1999.
  Retained Deficit                                                   (1,846,554)      (3,390,918)
                                                                 ---------------  ---------------
     TOTAL STOCKHOLDERS' EQUITY                                       3,895,688        1,472,655
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    9,049,803   $    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 NINE MONTHS ENDED JUNE 30, 2000


                                            THREE MONTHS ENDED    NINE MONTHS ENDED
                                              JUNE 30, 2000         JUNE 30, 2000
                                           --------------------  -------------------
                                                          (unaudited)
<S>                                        <C>                   <C>
INCOME
   Revenue                                 $         4,247,263   $       10,370,820

COST OF SALES                                        2,238,838            4,967,438
                                           --------------------  -------------------
GROSS PROFIT                                         2,008,425            5,403,382
                                           --------------------  -------------------

   SELLING EXPENSES                                      2,149               22,931

   GENERAL AND ADMINISTRATIVE                          629,267            2,941,367

   DEPRECIATION AND AMORTIZATION                       154,930              466,185
                                           --------------------  -------------------
      TOTAL EXPENSES                                   786,346            3,430,483
                                           --------------------  -------------------

      EARNINGS FROM OPERATIONS                       1,222,080            1,972,898
                                           --------------------  -------------------

OTHER INCOME (EXPENSE)
   Other Income                                         10,270               45,518
   Interest Income/(Expense)                          (199,541)            (571,695)
                                           --------------------  -------------------
      TOTAL OTHER INCOME                              (189,271)            (526,178)
                                           --------------------  -------------------

   Net Income Before Income Taxes                    1,032,809            1,446,721

   Provisions for Income Taxes                             -0-             (100,494)
                                           --------------------  -------------------

   NET INCOME                              $         1,032,809   $        1,547,215
                                           ====================  ===================

      EARNINGS PER SHARE:

      Basic Earnings Per Share             $              0.03   $             0.04
                                           ====================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                   40,986,354           40,516,876
                                           ====================  ===================
      SHARES OUTSTANDING

      Diluted Earnings Per Share           $              0.03   $             0.04
                                           ====================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                   40,986,354           40,516,876
                                           ====================  ===================
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 NINE MONTHS ENDED JUNE 30, 2000


                                                                        THREE MONTHS      NINE MONTHS
                                                                            ENDED            ENDED
                                                                        JUNE 30, 2000    JUNE 30, 2000
                                                                       ---------------  ---------------
<S>                                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                             (unaudited)
    Net Income                                                         $    1,032,809   $    1,547,215
    Adjustments to reconcile net income to net cash used by operating
      activities.
      Depreciation and amortization                                            37,014         108,268,
      Consultants & Officers paid with common stock                           115,500          878,669
      Amortization of intellectual property                                   117,917          357,917
      Income tax benefit                                                           --         (100,494)

    (Increase) decrease in assets
      Trade accounts receivable                                              (373,548)      (2,079,905)
      Customer acquisition costs                                              (79,569)          68,019
      Other receivables                                                            --           77,182
      Prepaid and other current assets                                         30,550          (85,681)
      Other assets                                                                 --           31,368

    Increase (decrease) in liabilities
      Trade accounts payable                                                   18,444           34,913
      Accrued liabilities                                                    (339,402)        (534,628)
      Deferred revenue                                                              -          (81,190)
                                                                       ---------------  ---------------
          NET CASH PROVIDED IN OPERATING                                      559,715          221,654
          ACTIVITIES

  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                       (30,037)        (186,631)
                                                                       ---------------  ---------------
          NET CASH USED BY INVESTING ACTIVITIES                               (30,037)        (186,631)

  CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from line of                                                      87,275          984,923
    credit
    Principal repayments on notes payable                                    (600,512)      (1,151,178)
                                                                       ---------------  ---------------
    Proceeds from the issuance of common stock
          NET CASH USED BY FINANCING ACTIVITIES                              (513,237)        (166,255)

      NET INCREASE (DECREASE) IN CASH                                          16,441         (131,232)

        CASH AT BEGINNING OF PERIOD                                           107,650          255,323
                                                                       ---------------  ---------------
              CASH AT END OF PERIOD                                    $      124,091   $      124,091
                                                                       ===============  ===============
  SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                              66,290          118,887
</TABLE>

       See the accompanying notes to these unaudited financial statements


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  AND  NINE  MONTHS  ENDED  JUNE  30,  2000

1.  Basis  of  Presentation

The  accompanying  unaudited  financial  statements  represent  the consolidated
financial  position  of YP.Net, Inc. ("Company") as of June 30, 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 nine months ended June
30,  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 nine month periods ended June 30, 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  are  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.  After  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  using  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 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  payables  are  recorded  and  interest  is accrued in accordance with the
individual  terms of each note.  Notes payable at June 30, 2000 were as follows:

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  account receivable.  At June 30, 2000 the credit
facility  had  an  outstanding  balance  of  $1,778,331.  Assets of the Company,
specifically  accounts  receivables,  collateralize  the  credit  facility.  The
credit facility expired on August 31, 2003, and the institution may withdraw the
line  with  a  notification  within  90  days.  The  Company  has executed three
forbearance  agreements  one dated August 15, 2000, November 3, 2000 and January
3,  2001.  The  January  3,  2001  forbearance  reduced the credit facility from
$3,000,000 to $1,000,000 and the available and eligible accounts receivables may
be  drawn  at  a  50% limit.  This existing forbearance expires February 3, 2001


                                        6
<PAGE>
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  June 30, 2000 this note payable had an outstanding balance of
$900,000.  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 June 30,
-                                                 ---------------
2000  the  M&M  note payable had an outstanding balance of $1,899,489.  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  because  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
quarters  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.  We have not
sent  out  direct  mailers nor solicited business customers since June 2000.  We
have experience some attrition in our customer base since June 2000, however, we
have implemented a customer contact programs that has assisted us in maintaining
our  customer  base  and  growing  out customer base without the solicitation of
direct  mailing  marketing efforts.  We are intending to send out direct mailers
in the next 60 days. At October 1, 1999, we had 103,133 customers subscribing to
our  services.  At  December 31, 1999, we had 114,409, at March 30, 2000, we had
129,457  customers,  and  at June 30, 2000 we had 143,292 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.  This  program has and will continue to provide decrease in attrition
and  better  customer  satisfaction.


     Expenditures  related  to professional and consulting fees were significant
in  the  three and nine months periods ended June 30, 2000.  Existing management
believes  that  these expenditures will not be as significant in future periods.
Management  is  actively  pursuing rescission and cancellation of certain common
and  preferred  stock  that  was previously issued for services.  Management has
presently  entered into a written offer to settle this dispute and the return of
approximately  66%  of  the  disputed  shares.  If offers to settle are negated,
legal  action  regarding  the  disputed  shares  may adversely affect our future
earnings  due  to  costs  of  potential  litigation.  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.


                                        8
<PAGE>
     On March 13, 2000, management entered into an engagement with King, Weber &
Associates,  P.C.  ("K&W")  to conduct the audit of our financial statements for
the fiscal year ended September 30, 1999.  K&W estimated the cost to prepare the
fiscal  year  end  audit  to  be  from  $75,000  to  $100,000  with an estimated
completion  date  of August 2000.  K&W subsequently issued the audited financial
statements  on  August  24,  2000  within  the  budgeted  fees.

     Common  stock  has been issued to the members of the new Board of Directors
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 three months ended June 30,
2000,  550,000  common  shares  were  issued  to  the  new Board members.  Prior
management  also  issued  845,049  common shares to the Hudson Consulting Group,
Inc.  in  the  nine  months ended June 30, 2000.  We did not record any expenses
associated  with  this issuance of the Hudson Consulting Group, Inc.  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.  We have made and have received a
settlement  offer  regarding  these  disputed  shares.

     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.  Consequently, Telco was deemed 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 nine months ended June 30, 1999 are not included in
this  Form  10-QSB  due to such statements not being available and the financial
hardship  we  would  incur  to prepared comparative financial statements for the
interim  period  ending  June  30,  1999.

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 June 30, 2000 were
$4,247,263  and for the nine months ended June 30, 2000 were $10,370,820.  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 June 30, 2000 was $2,238,838 and
for  the  nine  months  ended  June  30,  2000 was $4,967,439.  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
$1,216,829 for the three months ended June 30, 2000 and approximately $2,398,934
for  the  nine  months  ended June 30, 2000.  Direct mailer marketing costs were
also  a  significant component of our costs of sales.  These costs were $404,152
for  the  three  months  ended  June 30, 2000 and $1,221,317 for the nine months
ended  June  30,  2000.

     Selling  expenses,  primarily the costs associated with general advertising
and market testing of other revenue sources, were approximately $1,500 and $5600
for  the  three  and  nine  month  periods  ending  June 30, 2000, respectively.


                                        9
<PAGE>
     General  and  administrative  expenses  for the three months ended June 30,
2000  were $629,267 and for the nine months ended June 30, 2000 were $2,941,367.
These costs are primarily related to customer service staffing, which we believe
provides  better  service  to our customers. For the three months ended June 30,
2000  our professional fees were $121,724 and $227,923 for the Nine Months ended
June  30,  2000.  These  expenses  were  primarily  a  result  of  hiring  a new
independent  auditor  and  new  law  firm to represent the company in litigation
issues  and SEC compliance issues.  For the three months ended June 30, 2000 our
consulting expenses were $20,812 and $707,396 for the nine months ended June 30,
2000.  The  expenses  related  to  the  three  months ended June 30, 2000 were a
result of hiring a consulting firm that specializes in LEC billing accounting to
assist  the  auditors to complete the audited financial statements for September
30,  1999.  The  expenses  related  to the nine months ended June 30, 2000, 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 June 30,
2000  was  $199,541  and  for  the nine months ended June 30, 2000 was $571,695.
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 June 30, 2000 was $1,032,809 or
$.03  per  diluted  share.  Net  income for the nine month period ended June 30,
2000  was  $1,547,215  or  $.04  per  diluted  share.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  provided  by  operating activities for the Nine Months ended June 30,
2000  was  $221,654.  Revenue  was  generated  solely  from providing electronic
yellow  page  preferred listing advertising.  Cash from operating activities for
the  nine months ended June 30, 2000 was utilized by an increase in our accounts
receivable  ($2,079,905)  and  in  prepaid  assets ($85,681) and by decreases in
accrued liabilities ($534,628) and deferred revenue ($81,190).  Cash in the nine
months  ended  June  30, 2000 was generated by decreases in customer acquisition
costs  ($68,019),  other  receivables  ($77,182),  and  prepaid and other assets
($31,638),  and  by  increase  in  our  trade  accounts  payable  ($34,913).

     Cash  used  by  investing activities was $186,631 for the nine months ended
June  30,  2000.  We  purchased  additional  computer equipment of approximately
$98,631  and performed tenant leasehold improvements of approximately $88,000 in
the  nine  months  ended  June  30,  2000.

     Cash  used  by financing activities was $166,255 for nine months ended June
30, 2000.  For the nine months ended June 30, 2000, we realized cash of $984,923
from  advances  on  our  line  of  credit  and  utilized $1,151,178 to pay notes
payable.  The  $1,151,178  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.  Because  of certain technical defaults under the terms of
the  loan agreement, which occurred under prior management, Finova exercised its
right  to  terminate  the  agreement.  We  have  entered  into letter agreements
whereby  Finova  has  agreed  to  forbear  the  exercise of any of its available
remedies  through  February  3,  2001.  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 have been delinquent in our filings under the Securities Exchange Act of
1934  ("Exchange  Act").  This Form 10-QSB will cause our filings to be 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.  While trading of our stock
has  occurred  during the periods before and after this filing, sales under Rule
144  have  not been available until now. 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  prior  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 with
the  result  that  there  can  be no assurance  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.
                        ------------


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<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     YP.Net  is involved in various legal proceedings and claims as described in
our  Form  10-KSB  for  the  year  ended  September  30,  1999.

     We have settled the case YP.Net, Inc vs. Vigil.  YP.Net has agreed to pay a
settlement offer of $125,000 to the Vigils and the Vigils will deliver to YP.Net
the  250,000 shares of common stock of YP.Net.  This settlement was agreed to in
December,  2000.  We  have  also  entered  into  a  settlement offer with Hudson
Consulting  Group.  We  have  offer  to  enter  into a new agreement with Hudson
Consulting Group for newly issued 500,000 shares of common stock of YP.Net, Inc.
and  Hudson  Consulting  Group  will  return 1,900,000 shares of YP.Net's common
shares  issued  to  them  in fiscal year end September 30, 1999 and three months
ended  December  31,  1999  by  prior  management.   Final  settlement  is still
pending.  No  other  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.

     On  June  26,  2000  the Federal Trade Commission ("FTC") filed a complaint
against  us  and other defendants alleging that YP.Net and other defendants were
engaged  in  deceptive  advertising  practices and sought preliminary injunctive
remedies, including the appointment of a receiver over the business and a freeze
on  all  assets.  The  alleged  deceptive  practices  related  to a check mailer
solicitation utilized in our marketing activities.  On July 13, 2000, YP.Net and
all  other  defendants  entered  into  a  global  settlement  of the preliminary
injunction,  resulting in dismissal of the receiver and dissolution of the asset
freeze.  Subsequently,  we have met with the FTC and anticipate a final order in
settlement  of  the  matter  to  be  negotiated.  The  legal fees and litigation
related  to  the  allegation of the FTC has adversely affected our profitability
and  has  caused  our  marketing  efforts  to  be  greatly  curtailed.


ITEM  2.  CHANGES  IN  SECURITIES

     In  June  2000  YP.Net  issued  550,000 common shares to the members of the
Board  of  Directors.  The  shares were issued in reliance on the exemption from
registration  provided  by  Section  4(2)  of  the  Securities  Act.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

     NONE

REPORTS  ON  FORM  8-K

     Three reports on Form 8-K were filed during the three months ended June 30,
2000.  These  reports  are  as  follows:

     Form  8-K filed on April 6, 2000 announced the appointment of King, Weber &
Associates,  P.C.  as  YP.Net's  independent  auditors.


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<PAGE>
     Form  8-K  filed  on  May  22, 2000 disclosed the terms of the loan made to
YP.Net  by  Joseph  and  Helen  Van  Sickle.

     Form  8-K/A filed on May 22, 2000 amended the Form 8-K/A filed on March 14,
2000.  This  Form  8-K/A  was  filed  to  included the letter sent by McGladry &
Pullen,  LLP  to YP.Net as a result of their termination as YP.Net's independent
auditors.



                                   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:  January _____, 2001              By   /s/  Angelo Tullo
                                           -------------------------------------
                                           Angelo Tullo, Chairman of the Board


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