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

                     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, 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  X        No
    ---          ---

     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 DECEMBER 31, 2000

                              TABLE  OF  CONTENTS

                                   PART  I
                            FINANCIAL  INFORMATION                          PAGE

Item 1.  Financial  Statements
            Consolidated Comparative Balance Sheets
               as of December 31, 2000 and September 30, 2000 . . . . . . . . .2
            Consolidated  Statements  of  Operations
               for  the  Three  Months  Ended  December  31, 2000 and 1999 . . 3
            Consolidated  Statements  of  Cash  Flows
               for  the  Three  Months  Ended  December 31, 2000 and 1999 . . .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 . . . . . . . . . . . . . . . . . . . . . . . . . 11
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 DECEMBER 31, 2000 and SEPTEMBER 30, 2000
                                          ASSETS

                                                                DECEMBER 31,  SEPTEMBER 30,
                                                                    2000         2000
                                                                (unaudited)
<S>                                                             <C>           <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                     $   269,331   $  219,613
  Accounts Receivable                                             3,958,769    3,705,881
  Prepaid Expenses                                                  305,132      120,479
  Direct Response Marketing - Net                                   92,052,      230,898
  Deferred income taxes                                             771,382      771,382
                                                                ------------  -----------
     TOTAL CURRENT ASSETS                                         5,396,666    5,048,253
                                                                ------------  -----------
PROPERTY AND EQUIPMENT:
  Furniture and Fixtures                                            197,260          -0-
  Equipment & Computer Equipment                                    248,487      763,255
  Leasehold Improvements                                            317,507          -0-
LESS: Accumulated Depreciation and Amortization                    (292,708)    (260,547)
                                                                ------------  -----------
     TOTAL PROPERTY AND EQUIPMENT                                   470,546      502,708
                                                                ------------  -----------
OTHER ASSETS:
  Intangible Assets                                               5,010,000    5,010,000
  Deposits                                                           13,287       13,287
LESS: Accumulated Amortization                                     (744,583)    (630,833)
                                                                ------------  -----------
     TOTAL OTHER ASSETS                                           4,749,250    4,392,454
                                                                ------------  -----------
     TOTAL ASSETS                                               $10,145,916   $9,943,415
                                                                ============  ===========

                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade Accounts Payable                                        $   610,803   $  103,015
  Income Taxes Payable                                               498438      260,427
  Accrued Expenses                                                  138,735      328,128
  Finova Line-Of-Credit - Note 1                                  1,196,977    1,577,547
  Short-Term Notes Payable - Note 2                                 300,000    2,370,019
                                                                ------------  -----------
     TOTAL CURRENT LIABILITIES                                    2,744,953    4,639,136
                                                                ------------  -----------
LONG-TERM LIABILITIES:
  Long-Term Notes Payables - Note 3                               1,628,588          -0-
  Deferred income taxes                                             105,868      105,868
                                                                ------------  -----------
     TOTAL LONG-TERM LIABILITIES                                  1,734,456      105,868
                                                                ------------  -----------
     TOTAL LIABILITIES                                            4,479,409    4,745,004
                                                                ------------  -----------
STOCKHOLDER' EQUITY:
  Common Stock $.001 par value, 50,000,000 shares                    40,836       40,561
    40,615,464 and 40,560,464 issued and outstanding
    For December 31, 2000 and September 30, 2000
  Additional Paid In Capital                                      5,828,537    5,769,113
  Treasury Stock                                                   (179,822)     (69,822)
  Preferred Stock - Class B. $.001 par value                          1,500        1,500
    2,500,000 shares designated 1,500,000 issued and
    outstanding for December 31, 2000 and September 30, 2000.
  Retained Deficit                                                  (24,544)    (542,941)
                                                                ------------  -----------
     TOTAL STOCKHOLDERS' EQUITY                                   5,666,507    5,198,411
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $10,145,916   $9,943,415
                                                                ============  ===========
</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 ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999


                                            THREE MONTH ENDED    THREE MONTH ENDED
                                            DECEMBER 31, 2000    DECEMBER 31, 1999
                                           -------------------  -------------------
                                                         (unaudited)
<S>                                        <C>                  <C>
INCOME
  Revenue                                  $        4,526,623   $        2,297,480

COST OF SALES                                       2,886,352            1,075,485
                                           -------------------  -------------------
GROSS PROFIT                                        1,640,271            1,221,995
                                           -------------------  -------------------

  SELLING EXPENSES                                     10,806               19,798

  GENERAL AND ADMINISTRATIVE                          567,896            1,534,859

  DEPRECIATION AND AMORTIZATION                       145,913              155,248
                                           -------------------  -------------------
    TOTAL EXPENSES                                    724,615            1,709,905
                                           -------------------  -------------------

    EARNINGS (LOSS) FROM OPERATIONS                   915,656             (487,910)
                                           -------------------  -------------------

OTHER INCOME (EXPENSE)
  Other Income                                          9,436               22,043
  Interest Income/(Expense)                          (168,685)            (171,648)
                                           -------------------  -------------------
    TOTAL OTHER INCOME (EXPENSE)                     (159,249)            (149,605)
                                           -------------------  -------------------

  Net Income (Loss) Before Income Taxes               756,407             (637,515)

  Provisions for Income Taxes                         238,011                  -0-
                                           -------------------  -------------------

NET INCOME (LOSS)                          $          518,396   $         (637,515)
                                           ===================  ===================

EARNINGS (LOSS) PER SHARE:

  Basic Earnings (Loss) Per Share          $             0.01   $           ( 0.02)
                                           ===================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                  40,643,742           40,050,748
                                           ===================  ===================
   SHARES OUTSTANDING

  Diluted Earnings (Loss) Per Share        $             0.01   $           ( 0.02)
                                           ===================  ===================

WEIGHTED AVERAGE NUMBER OF COMMON                  40,643,742           40,050,748
                                           ===================  ===================
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 ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999


                                                                        THREE MONTHS    THREE MONTHS
                                                                           ENDED           ENDED
                                                                        DECEMBER 31,    DECEMBER 31,
                                                                            2000            1999
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                      (unaudited)
    Net Income                                                         $     518,396   $    (637,515)
    Adjustments to reconcile net income to net cash used by operating
      activities.
      Depreciation and amortization                                           32,163          35,248
      Officers paid with common stock                                         59,700         737,478
      Common stock surrendered                                              (110,000)            -0-
      Amortization of intellectual property                                  113,750         120,000
      Income tax expense                                                     238,011             -0-

    (Increase) decrease in assets
      Trade accounts receivable                                             (252,887)       (570,952)
      Customer acquisition costs                                             138,846         192,825
      Other Receivables                                                                       77,182
      Prepaid and other current assets                                      (184,653)       (116,231)
      Other assets                                                               -0-          34,449

    Increase (decrease) in liabilities
      Trade accounts payable                                                 507,786          16,158
      Accrued liabilities                                                   (189,466)       (126,004)
      Deferred revenue                                                           -0-         (81,190)
                                                                       --------------  --------------
          NET CASH PROVIDED (USED) IN OPERATING                              871,646        (318,551)
          ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                          -0-        (153,245)
                                                                       --------------  --------------
          NET CASH USED BY INVESTING ACTIVITIES                                  -0-        (153,245)


CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from line of                                                        -0-         831,708
    credit
    Principal repayments on notes payable                                   (821,928)       (450,665)
                                                                       --------------  --------------
          NET CASH PROVIDED (USED) BY FINANCING                             (821,928)        381,043
          ACTIVITIES

        NET INCREASE (DECREASE) IN CASH                                       49,718         (90,753)

           CASH AT BEGINNING OF PERIOD                                       219,613         255,323
                                                                       --------------  --------------
                  CASH AT END OF PERIOD                                $     269,331   $     164,570
                                                                       ==============  ==============
SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                      $      29,973   $      37,301
                                                                       ==============  ==============
</TABLE>

See  the  accompanying  notes  to  these  unaudited  financial  statements


                                        4
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
FOR  THE  THREE  ENDED  DECEMBER  31,  2000  AND  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, 2000 and
December  31,  1999  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, 2000 and 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, 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, 2000, including
specifically  the  financial  statements  and notes to such financial statements
contained  therein.

2.  Summary  of  Significant  Accounting  Policies

Our  accounting  policies,  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  YP.Net  and  our wholly owned
subsidiary,  Telco  Billing,  Inc.  All  inter-company accounts in consolidation
have  been  eliminated.

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

Our  revenue  is generated by customer subscription of directory and advertising
services.  Revenue  is  recognized  monthly  for  services  subscribed  in  that
specific  month.  We 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.  We 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.  We  have  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.  We  have 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,  we  have  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, we 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,  we ceased our 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 our acquisition of Telco, we are 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  our  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.  We  have  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  payable  are  recorded  and  interest  is  accrued in accordance with the
individual  terms  of  each  note.  Notes  payable  at December 31, 2000 were as
follows:

Note  1:  We  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,  2000 the credit
facility  had  an  outstanding  balance  of  $1,196,977.  Assets of the Company,


                                        6
<PAGE>
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.  Finova  has given notice that it
desires  to  withdraw  its  credit  facility.  Since  that  time the Company has
executed  four  forbearance  agreements dated August 15, 2000, November 3, 2000,
January  3,  2001 and February 8, 2001 respectively.  Each Forbearance Agreement
has  reduced  the availability of funds to the Company from the credit facility.
The  January  3,  2001 forbearance reduced the amount available under the credit
facility  amount  to  $1,000,000.  The  February  8,  2001 forbearance agreement
further  reduced  the  credit  facility from $1,000,000 to $750,000 and provided
that  the amount that could be drawn under the facility was equal to 100% of the
eligible  accounts  receivable.  The Company, with the cooperation of Finova has
already reduced the outstanding balance below the new limit prior to signing the
February  8, 2001 forbearance.  The existing forbearance agreement expires March
8,  2001.

Note  2:  We 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 us.  At
December  31,  2000  this note payable had an outstanding balance of $600,000 of
which  $300,000 represents the current portion of the debt.  Mr. Van Sickle is a
shareholder of the Company and owns approximately one percent of our 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:  We  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.  We agreed to pay M&M $5,000,000 under the
license  agreement  for  the  right to use the URL Yellow-Page.Net for a 20 year
                                                  ---------------
term.  At  December  31, 2000 the M&M note payable had an outstanding balance of
$1,628,588.  M&M  owns  approximately  20%  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

We  provide  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 quarter
ended  December  31,  1999.  We  anticipate continued operations in our Internet
yellow  page  listings  business  and in other Internet-based product areas.  We
have  experienced  continued  increases  in competition in the electronic yellow
page  market,  and  continue  to  seek  joint venture and investment acquisition
opportunities to potentially lessen the effects of competition in the electronic
yellow  page  markets.

     We  utilized  direct  mailings  as  our  primary marketing program. We have
experienced  some  attrition  in  our  customer  base  since September 2000.  At
September  31,  2000,  we had 130,592 customers subscribing to our services.  At
December  31,  2000,  we  had 123,408 customers.  We resumed our  direct mailing
program  in  February  2001  on a limited basis.  We believe the decrease in our
customer  base  for  these  periods  was primarily the result of normal customer
attrition  and  due  to  our  suspension of using our direct mailer solicitation
since  June  2000.  In  March 2000, we implemented a customer contact program to
attempt  to  increase our customer satisfaction and decrease customer attrition.
This  program has provided decreased attrition in our customer base and positive
customer  satisfaction.  We  expect  to continue this program, or a variation of
this  program,  for  the  next  six  months.

     Expenditures  related  to  professional  fees were significant in the three
month  period  ended December 31, 2000.  A significant component of professional
fees for this period were the legal fees incurred related to the pending Federal
Trade  Commission  action.  If  this  action  is  settled,  we  would expect our
professional  fees for future periods to be significantly reduced.  See "ITEM 1.
LEGAL  PROCEEDINGS."

     Management  is  actively  pursuing  rescission  and cancellation of certain
common  and preferred stock that was previously issued for services.  Management
has  offered  to  settle this dispute for the return of approximately 66% of the
disputed  shares.  If  this  matter  is  not  favorably  settled,  legal  action
regarding  the  disputed  shares may adversely affect our future earnings due to
costs  of  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>
     We record the value of services compensated with our common stock at 90% of
the  trading  value  of the stock at the dates on which the agreements were made
for  the  services.  The  90%  valuation  amount  reflects  a  discount  for the
restrictions  on  trading  of  those  shares.  During  the three month period we
issued  200,000  shares  of common stock, valued at $44,000 to Angelo Tullo, the
Chairman  of  our Board of Directors, and 75,000 shares valued at $16,500 to Dan
Madero, our Director of Operations. All shares issued are vested over 12 months.
Prior  management  issued  856,000  shares  of common stock in fiscal year ended
September  30,  2000  for  various  consulting  services.  We  are  seeking  the
rescission  of  these  and  other  shares  issued  by  prior  management.

     On  October  26,  2000  we  retained  The Corsi Agency, Inc. to develop and
execute  an  investor  relations program which will include providing consulting
services  related  to public, media, consumer and analyst relations.  Corsi will
also  assist  in  financial  communications  and  corporate imaging.  Management
intends  to  utilize  Corsi to assist with an update of the investor information
portions  of  our  Web sites, as well as delivering more detailed information to
the  press  and  public.

     On  November  1,  2000  we entered into an agreement with Intelligenx, Inc.
d/b/a  i411.com.  Under  the  agreement  we  will  develop  co-branded Web sites
utilizing  the i411.com directory and i411.com will provide hypertext links from
               --------
its other sites that will link to the co-branded directory and our sites.  These
co-branded sites and directory will be available to our end users.  In addition,
our  sites will contain the "Powered by i411.com" logo and searches on our sites
                                        --------
will  utilize  the  i411.com directory, a search engine infrastructure, which we
                    --------
believe will increase the functionality of our site.  This functionality will be
of  benefit  to  our  preferred  customers  in  that it will allow for enhanced,
specific  searches  and perform "key word" searches of our preferred clients' 40
word  description  of  its  business, products or services.  Management believes
this  arrangement  will  provide  better  services to our preferred customers by
enhancing  the  use  of  our  Web  sites  and  increasing the number of searches
performed.  Management  also  believes  that  this  arrangement  will  attract
customers  to  our  current  service offering and may lead to additional revenue
sources.  Under  this arrangement, we will be able to offer additional services,
such  as  the  availability  to more readily set up "Web Stores" for clients and
offer  credit  card  processing  services.  We  will  be able to increase banner
advertising  space  on  our  sites  and  we  anticipate generating revenues from
advertising both on our current sites and on the co-branded sites developed with
i411.com.  We  will  also be able to offer "specialty" yellow page services that
will  include  yellow  page  advertising  developed  for specific purpose users.

     Management  is  exploring  "partnering"  arrangements that will utilize our
direct  mailers.  Management  believes  that  this  may  be  a future additional
revenue  source  and  is  developing  methodologies  to  pursue  this  program.

     On  November  7, 2000 we renegotiated our service arrangement with Ebillit,
Incorporated  a  subsidiary  of  Integretel,  Inc.,  a  billing integrator, that
reduced  our  billing  fees  from  8%  of  gross  submissions  to 2.76% of gross
submissions.  This  new agreement will reduce our costs for billing services and
we  believe  will  increase  our  profitability.

     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.


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RESULTS  OF  OPERATIONS

     Internet yellow page services are currently the sole source of our revenue.
Revenues were $4,526,633 for three months ended December 31, 2000 as compared to
$2,297,480  for  the  three  months ended December 31, 1999, a 197.03% increase.
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.  We  are  presently  seeking  other  revenue  sources.

     Cost  of  sales were $2,886,352 for three months ended December 31, 2000 as
compared  to  $1,075,485 for the three months ended December 31, 1999, a 268.38%
increase.  This  increase  was  primarily a function of our dilution and billing
costs  that vary with revenue.  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  $1,679,231  for  the three months ended
December  31,  2000  as compared to $456,539 for the three months ended December
31,  1999,  a  367.82%  increase.  The  increase in dilutions was also caused by
increased  utilization  by our preferred customers of Competitive Local Exchange
Carriers  (CLECs)  for  their  local  telephone  service.  Our  billing  service
providers  do  not  currently  provide  billing  services through CLECs.  We are
currently  working  with  our  billing  service  providers  and certain CLECs to
develop  billing  procedures.

     Selling  expenses,  primarily the costs associated with general advertising
and  market testing of other revenue sources, were approximately $10,806 for the
three months ended December 31, 2000 as compared to $19,798 for the three months
ended  December  31,  1999,  a 54.58% decrease.  This decrease was primarily the
result  of  our  curtailing  marketing  activities pending resolution of our FTC
litigation.

     General  and  administrative  expenses  were  $567,896 for the three months
ended  December  31,  2000  as compared to $1,534,859 for the three months ended
December  31,  1999  a decrease of 270.80%.  For three months ended December 31,
2000, $299,976 of these costs related to our customer service staffing, which we
believe  provides  better service to our customers.   For the three months ended
December 31, 1999 a primary component of our general and administrative expenses
resulting  from  consulting expenses of $737,478.  These expenses were generated
as  a  result of common stock issuances to consultants by prior management.  For
the  three  months  ended  December  31,  2000  our  professional  fees  were
approximately  $165,000,  a significant amount of which related to defending and
negotiating  with the FTC related to the allegations of deceptive advertising in
the  lawsuit  brought  in  June  2000.

     Interest  expense  net of interest income were $168,685 for the three month
ended  December  31,  2000  as  compared  to $171,648 for the three months ended
December  31, 1999.  Interest expense was a result of our debt outstanding.  Our
outstanding  debt  included  debt incurred in connection with the acquisition of
the  URL  Yellow-Page.Net  and  the  reduction  in  interest expense is due to a
          ---------------
decrease in the amount outstanding under our credit facility with Finova Capital
Corporation  and  to  Joseph  and  Helen  Van  Sickle.

     Net  income for was $518,396 or $.01 per diluted share for the three months
ended  December  31,  2000.  Net loss was ($637,515) or ($.02) per diluted share
for  the  three  months  ended  December  31,  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Cash  provided  by  operating  activities was $871,646 for the three months
ended December 31, 2000.  Revenue was generated solely from providing electronic
yellow  page  preferred listing advertising.  Cash from operating activities for
the  three  months  ended  December  31, 2000 was utilized by an increase in our
accounts  receivable  in the amount of $252,887, in prepaid assets in the amount


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<PAGE>
of  $184,653  and  trade  accounts  payable  in  the  amount  of $507,786 and by
decreases  in  accrued  liabilities  in  the  amount  of  $189,466  and customer
acquisition  costs  in  the  amount  of  $138,846.

     Cash  used  by  financing  activities  was  $821,928 for three months ended
December  31,  2000.  This  represents  payments  made  to  reduce the principle
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 March 8, 2001. Our line of credit has been reduced to $750,000.
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.

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.

     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 our 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,  2000.

     A  Women's  Place.  We  have  entered  into  a settlement agreement in this
matter.  Under  the  terms  of  the  settlement,  Holly K. Virgil will return to
YP.Net  220,000 shares of its common stock for a payment of $125,000.  All other
claims  of  each  party  will  be  dismissed.

     Hudson  Consulting Group.  We have made an offer to settle this matter that
is  pending.  The  terms  of  the offer were based upon our analysis of costs to
conclude  the  litigation.

     Federal  Trade  Commission.  On  June 26, 2000 the Federal Trade Commission
("FTC")  filed a complaint against us and other defendants alleging that we 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 negotiated settlement for the entry of a
preliminary  order that resulted in dismissal of the receiver and dissolution of
the  asset freeze.  We are currently in negotiations with the FTC and anticipate
that  a  final  settlement  will  ultimately  be  reached.

ITEM  2.  CHANGES  IN  SECURITIES

     On  October  1,  2000,  we  issued 200,000 common shares to Angelo Tullo as
compensation  for  services provided as the Chairman of the Board, President and
Chief  Executive  Officer  of YP.Net.  The shares were issued in reliance on the
exemption  from  registration  provided  by  Section 4(2) of the Securities Act.

     In  the  quarter ended December 31, 2000, we issued 75,000 common shares to
Don Madero, our Director of Operations, as compensation.  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

10.23     Agreement dated November 1, 2000 between Corsi Agency, Inc. and YP.Net

10.24     Agreement  dated  November  1,  2000  between  Intelligenx, Inc. d/b/a
          i411.com  and  YP.Net

10.25     Forbearance  Letter Agreement dated February 8, 2001 between Telco and
          Finova  Capital  Corporation


REPORTS  ON  FORM  8-K

     No  reports  on  Form 8-K were filed during the three months ended December
31,  2000.


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<PAGE>
                                   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:  February 14, 2001               By  /s/  Angelo  Tullo
                                          --------------------------------------
                                          Angelo Tullo, Chairman of the Board


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