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<SEC-DOCUMENT>/in/edgar/work/20001103/0001015402-00-002941/0001015402-00-002941.txt : 20001106
<SEC-HEADER>0001015402-00-002941.hdr.sgml : 20001106
ACCESSION NUMBER:		0001015402-00-002941
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	19991231
FILED AS OF DATE:		20001103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			YP NET INC
		CENTRAL INDEX KEY:			0001045742
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7371
]		IRS NUMBER:				85026668
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10QSB
			SEC ACT:		
			SEC FILE NUMBER:	000-24217
			FILM NUMBER:		752383
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4840 E JASMINE ST
				STREET 2:		STE 110
				CITY:			MESA
				STATE:			AZ
				ZIP:			85020
				BUSINESS PHONE:		4806549646
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		4840 EAST JASMINE STREET
					STREET 2:		SUITE 105
					CITY:			MESA
					STATE:			AZ
					ZIP:			85020
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	RIGL CORP
						DATE OF NAME CHANGE:	19980707
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	RENAISSANCE INTERNATIONAL GROUP LTD
							DATE OF NAME CHANGE:	19980115
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

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

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

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

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

         For  the  quarterly  period  ended  December 31, 1999

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

         For the transition period from _____________ to _______________


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

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

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

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

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

         Check  whether the issuer (1) filed all reports required to be filed by
  Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
  shorter period that the registrant was required to file such reports), and (2)
       has been subject to such filing requirements for the past 90 days.

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

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

     Transitional  Small  Business  Disclosure  Format  (check  one):

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

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


<PAGE>
                                  YP.NET, INC.
                           INDEX TO FORM 10-QSB FILING
                     FOR THE QUARTER ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                     PART I
                             FINANCIAL  INFORMATION                         PAGE

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

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

                                     PART II
                                OTHER INFORMATION

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


                                   SIGNATURES


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

ITEM  1.  FINANCIAL  STATEMENTS


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

                                        ASSETS

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


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

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

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

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



                                               LIABILITIES

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

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

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

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

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

                                       STOCKHOLDERS' EQUITY

        Common Stock, $.001 par value, 50,000,000 shares;      40,051                   39,157
          40,050,748 and 39,156,853 issued and outstanding
          for December 31, 1999 and September 30,1999
        Additional Paid In Capital                          5,629,322                4,892,538
        Treasury Stock                                        (69,822)                 (69,822)
        Preferred Stock - Class B, $.001 par value,             1,500                    1,700
           2,500,000 shares designated, 1,500,000 and
           1,700,000 issued and outstanding for December 31,
           1999 and September 31, 1999.
        Retained Deficit                                   (4,031,283)              (3,390,918)
                                                          ------------             ------------

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

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

              See the accompanying notes to these unaudited financial statements


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


                                                  FISCAL QUARTER 1999
                                                      1ST QUARTER

INCOME
    Revenue                                      $    2,297,480

COST OF SALES                                         1,075,485


GROSS PROFIT                                          1,221,995

    SELLING EXPENSES                                     19,798

    GENERAL AND ADMINISTRATIVE                        1,534,859

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

      LOSS FROM OPERATIONS                             (487,910)

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



    NET LOSS BEFORE INCOME TAXES                       (637,515)

    Provisions for Income Taxes                               -


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

EARNINGS PER SHARE:

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

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

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

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


       See the accompanying notes to these unaudited financial statements


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


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


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

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

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

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

        NET DECREASE IN CASH                                             (90,753)

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

SUPPLEMENTAL CASH FLOW INFORMATION

    Interest paid                                                         37,301
</TABLE>


       See the accompanying notes to these unaudited financial statements


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

1.  Basis  of  Presentation

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

2.  Summary  of  Significant  Accounting  Policies

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

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

Cash  and  cash  equivalents  include all short-term liquid investments that are
readily  convertible  to  known  amounts of cash and have original maturities of
three  months  or  less.  At  times  cash deposits may exceed government insured
limits.

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

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

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

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

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

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


                                        4
<PAGE>
Net  Loss  Per  Share
- ---------------------

Net  loss per share is calculated using the weighted average number of shares of
common  stock  outstanding  during  the  year.  The  Company  has  adopted  the
provisions  of Statement of Financial Accounting Standards No. 128, Earnings Per
Share.

Use  of  Estimates
- ------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  management  to make estimates and assumptions.
This may affect the reported amounts of assets and liabilities and disclosure of
assets and liabilities at the date of the financial statements, and the reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

Stock-Based  Compensation
- -------------------------

Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation  ("SFAS  123"),  established accounting and disclosure requirements
using  a  fair-value  based  method  of  accounting  for  stock-based  employee
compensation.  In  accordance with SFAS 123, the Company has elected to continue
accounting  for  stock  based  compensation  using  the  intrinsic  value method
prescribed  by  Accounting  Principles  Board  Opinion  No.  25.

3.  Business  Combination

On  June  16,  1999, the Company exchanged 17,000,000 shares of common stock for
all of the common stock of Telco.  Prior to the acquisition, the Company had not
yet  commenced  material  operations.  For  financial  accounting  purposes, the
acquisition  was  accounted  for  as  a  reverse  merger  and  was  treated as a
recapitalization  with  Telco  as  the  acquirer.  The  accompanying  financial
statements  present  the  historical  cost  bases  of assets and liabilities and
results  of  operations  of Telco.  Subsequent to the merger, the Company ceased
its  previous  operations and abandoned assets related to those operations.  The
remaining  Company  assets  are  recorded  at  their  historical  cost.  The
recapitalization  of  Telco reflects the book value of the net assets of RIGL as
of  the  date  of  the  merger  as  of  June  16,  1999  of  $1,722,563.

4.  Intangible  Asset

In  connection  with the Company's acquisition of Telco, the Company is required
to  provide payment of licensing fees for the use of the Internet domain name or
Universal  Resource Locator ("URL") Yellow-Page.Net.  The URL is recorded at its
                                    ---------------
cost  net  of  accumulated amortization.  Management believes that the Company's
business  is  dependent on its ability to utilize this URL given the recognition
of  the  "yellow  page"  term.  Management believes that the current revenue and
cash flow generated through the use of the URL Yellow-Page.Net substantiates the
                                               ---------------
net book value of the asset.  The Company will periodically analyze the net book
value  of  this  asset  and determine if an impairment has incurred.  The URL is
amortized  on  an  accelerated  basis over the twenty-year term of the licensing
agreement.

5.  Notes  Payable  and  Line  of  Credit

Notes  payable  are  recorded  and  interest  is  accrued in accordance with the
individual  terms  of  each  note.  Notes  payable  at December 31, 1999 were as
follows:


                                        5
<PAGE>
Note  1:  The  Company entered into an agreement with Finova Capital Corporation
- -------
for  a  $3,000,000  revolving  line of credit with interest payable at the prime
rate plus three percent.  The amount available to be drawn under the facility is
limited to 80% of eligible accounts receivable.  At December 31, 1999 the credit
facility  had  an  outstanding  balance  of  $1,570,304.  Assets of the Company,
specifically  accounts  receivables,  collateralize  the  credit  facility.  The
credit facility expires on August 31, 2003, and the institution may withdraw the
line  with  a  notification  within  90  days.

Note  2:  The  Company  entered into a loan agreement with Mr. Joseph Van Sickle
- -------
during  the  acquisition  of Telco under which Mr. Van Sickle lent $2,000,000 to
the  Company.  At December 31, 1999 this note payable had an outstanding balance
of  $1,500,000.  Mr.  Van  Sickle  is  a  shareholder  of  the  Company and owns
approximately one percent of the Company's outstanding stock.  Mr. Van Sickle is
not  a  member  of  management  and  currently  has  no position on the Board of
Directors  of  the  Company.

Note  3:  The Company entered into an agreement with Matthew & Markson, Ltd., an
- -------
Antigua  corporation  ("M&M"),  in conjunction with the acquisition of Telco for
the  license  of  the  URL  Yellow-Page.Net.  The  Company  agreed  to  pay  M&M
                            ---------------
$5,000,000 for the licensing agreement of the URL Yellow-Page.Net.   At December
                                                  ---------------
31,  1999  the  M&M  note payable had an outstanding balance of $2,000,000.  M&M
owns  approximately  18%  of  the  Company's  outstanding  stock.

6.  Common  Stock

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


                                        6
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS

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

OVERVIEW

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

     With  the acquisition of Telco, we discontinued our prior operations in the
multi-media  software  and  medical  billing  and practice management areas.  We
completed  closing  down our operations in these areas in the three months ended
December  31,  2000.  We  anticipate continued operations in our Internet yellow
page  listings  business  and  in  other  Internet-based product areas.  We have
experienced  continued  increases  in  competition in the electronic yellow page
market,  and  continue  to  seek  joint  venture  and   investment   acquisition
opportunities to potentially lessen the effects of competition in the electronic
yellow  page  markets.

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

     Expenditures  related  to professional and consulting fees were significant
in  the quarter ended December 31, 1999 and have adversely affected our earnings
in  this  period.  Existing  management believes that these expenditures will no
longer  be  as  significant.  Management  is  actively  pursuing  rescission and
cancellation  of  certain  common and preferred stock that was previously issued
for services.  This action may adversely affect our future earnings due to costs
of  potential  litigation  that  may  result from management pursuing recession.
However,  if  we  are  successful in cancelling some or all of these shares, our
total  outstanding  shares  will  decrease  which will positively affect our per
share  operating  results  in  the  future.

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


                                        7
<PAGE>
     On  December 15, 1999, prior management entered into a consulting agreement
with  International Profits Associates, Inc.  ("IPA").  IPA agreed to review our
business operations, polices and procedures, to advise on determining management
responsibilities  and  authorities,  and  to  develop  and  implement a plan for
achieving  potential  investor  awareness.  IPA  agreed  to advise and train Mr.
William  O'Neal  on  the  duties  and responsibilities of acting as President of
YP.Net.  The agreement was entered into until such time that Mr.  William O'Neal
was prepared to assume the position of President.  We paid approximately $65,000
for these consulting services in the three month period ended December 31, 1999.
Subsequently,  new  management  and  the  Board  of Directors has terminated all
agreements  with  IPA.

     Common stock has been issued to prior officers and consultants for services
rendered.  The  value  of those shares was determined based on the trading value
of  the  stock  at the dates on which the agreements were made for the services.
The  expense for that consideration is stated at 90% of the trading value of the
shares to reflect a discount for the regulatory restrictions on trading of those
shares.  During  the quarter ended December 31, 1999, 856,951 common shares were
issued  to  officers  and  consultants  valued at $737,478, by prior management.

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

     The  acquisition  of  Telco  was  treated as a reverse merger for financial
accounting  purposes.  As a result, Telco was deemed to be the acquiring entity.
For  financial  accounting  purposes,  Telco was considered to have engaged in a
recapitalization  and  acquired  the  net  assets  of  RIGL  as  of  June, 1999.
Financial  statements  of Telco for the three months ended December 31, 1998 are
not  included  in  this  Form 10-QSB due to such statements not being available.

RESULTS  OF  OPERATIONS

     With  the  acquisition of Telco, our business focus shifted to the Internet
yellow  page services business and this business is currently the sole source of
revenue.  All  operations  conducted  by  RIGL prior to the acquisition of Telco
have  been  discontinued.  Revenues for the quarter ended December 31, 1999 were
$2,297,480.  Until  other  sources  of revenue are developed, our total revenues
will  be  directly  dependent  upon  the  number of customers subscribing to our
preferred  listing  service.

     Cost of sales for the quarter ended December 31, 1999 was $1,075,485.  Cost
of  sales  is  comprised  of  dilution  expenses, direct mailer marketing costs,
allowances  for  bad  debt  and  our  billing  costs.  Dilution expenses include
customer  credits  and  any other receivable write downs.  Billing costs include
fees  for  services  provided  by LECs and other outside parties to transfer and
organize  our  customer  acquisition,  billing  and  collection  data.

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

     General and administrative expenses for quarter ended December 31, 1999 was
$1,534,859.  These  costs  are  primarily  related  to customer service staffing
which  we  believe  provides  better  service  to our customers.  Our consulting
expenses  were $737,478.  This expense was primarily a result of the issuance of
common  stock  by  prior  management  as  consideration under several consulting
contracts  and  is  not  expected  to  be  recurring.


                                        8
<PAGE>
     Interest  expense net of interest income for the quarter ended December 31,
1999 was $171,648.  Interest expense was a result of our debt outstanding.  This
debt  outstanding  included  debt incurred in connection with the acquisition of
the  URL Yellow-Page.Net  and due to an increase in the amount outstanding under
         ---------------
our  credit  facility  with  Finova  Capital  Corporation.

     Net  losses  for  the quarter ended December 31, 1999 were $637,515 or $.02
per diluted  share.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

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

     We  have an existing asset-based collateralized line of credit with Finova.
As  a result of certain technical defaults under the terms of the loan agreement
which  occurred  under prior management, Finova exercised its right to terminate
the  agreement.  Our  line  of  credit  has  been  reduced  from  $3,000,000  to
$1,800,000  as  of  August 2000.  We have entered into letter agreements whereby
Finova  has agreed to forbear the exercise any of its available remedies through
November  2,  2000.  Based  upon  our  discussions,  we  anticipate  that  these
agreements  will be extended or modified to allow us to transfer to a new credit
facility.  Management  is  seeking  other  potential  lenders that specialize in
financing businesses utilizing LEC billings.  We do not anticipate these changes
to  have  an  adverse affect on our ability to continue operating at our current
levels.

OTHER  CONSIDERATIONS

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

     We  are delinquent in our filings under the Securities Exchange Act of 1934
("Exchange  Act").  Our  most  recent  filing  was  the  September 30, 1999 Form
10-KSB.  While  trading  of our stock has occurred during the periods before and
after  this  filing,  sales under Rule 144 are not allowed until our filings are
current.  It  is  management's  intent  to  complete all past due filings and to
cause  all  required  filings  to be timely made in the future.  Management also
intends to take actions to cause YP.Net's common stock to be relisted on the OTC
Bulletin Board as soon as possible.  It is not possible to determine the effect,
if any, on the actions of current of former shareholders of bringing current the
required  Exchange  Act  filings,  and  the financial statements and disclosures
contained  therein.


                                       9
<PAGE>
     We  have  attempted  to keep the public informed through press releases and
Form  8-K  filings  while  making  a concerted effort to become current with our
filings.  We  are currently unable to determine the materiality of the affect of
the  delinquent  filings, if any, or the potential impact any such delinquencies
may  have  on  our  operations.

SPECIAL  NOTE  ON  FORWARD-LOOKING  STATEMENTS

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

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

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

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

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


                                       10
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

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

ITEM  2.  CHANGES  IN  SECURITIES

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

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

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


                                       11
<PAGE>
ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

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


REPORTS  ON  FORM  8-K

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

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

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



                                   SIGNATURES


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

                                      YP.NET, INC.




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


                                       12
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                               ADVISORY AGREEMENT


     THIS ADVISORY AGREEMENT (this Agreement') is made this 25th day of October,
1999 (the "Effective  Date"), by and between BJM CONSULTANTS,  INC.,  a  Florida
corporation ("Advisor") and YP.NET, INC., a Nevada corporation, with its offices
located at 484O East Jasmine Street, Suite 105, Mesa, AZ 85205 (the "Company").

     WHEREAS, Advisor and Advisors' Personnel (as defined below) have experience
in  evaluating  and  effecting  mergers  and  acquisitions,  advising  corporate
management,  and  in  performing general administrative duties for publicly-held
companies  and  development  stage  investment  ventures;  and

     WHEREAS,  the  Company  desires  to retain Advisor to advise and assist the
Company  in  its  development  on  the  terms  and  conditions  set forth below.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and sufficiency  is hereby  acknowledged, the Company and Advisor agree
as  follows:

1.   Engagement.  The  Company  hereby retains Advisor, effective as or the late
     ----------
     hereof (the "Effective Date") and continuing until termination, as provided
     herein , to assist the Company in its  effecting the purchase of businesses
     and assets  relative to its business  and growth  strategy,  resolution  of
     outstanding  debt and obligations of the Company,  the  introduction of the
     Company to brokers and dealers,  public relations firms and consultants and
     others that may assist the Company in its plans and future  development and
     to arrange for the purchase of  outstanding  warrants  issued by the Client
     (the "Services"). The Services are to be provided on a "best efforts" basis
     directly and through Advisor's  officers or others employed or retained and
     under the direction of Advisor ("Advisor's Personnel");  provided, however,
     that the Services  shall  expressly  exclude all legal  advise,  accounting
     services or other services which require  licenses or  certification  which
     Advisor may not have.

2.   Term. This Agreement shall have an initial term of (1) year (the "Primary
     ----
     Term").  commencing  with the  Effective  Date.  At the  conclusion  of the
     Primary Term this  Agreement  will  automatically  be extended on an annual
     basis (the  "Extension  Period")  unless Advisor or the Company shall serve
     written notice tot the other part: terminating the Agreement. Any notice to
     terminate  given  hereunder shall be in writing g and shall he delivered at
     least  thirty  (30)  days  prior  to the  end of the  Primary  Term  or any
     subsequent Extension Period.

3.   Time  and  Effort  of  Advisor.  Advisor  shall allocate time and Advisor's
     ------------------------------
     Personal as it deems  necessary  to provide the  Services.  The  particular
     amount  of time  may  vary  front  day to day or week to  week.  Except  as
     otherwise agreed, Advisor's  monthly  statement  identifying,  in  general,


                                   Page 1 of 7
<PAGE>
     tasks  performed  for  the  Company  shall  be conclusive evidence that the
     Services  have  been  performed.  Additionally,  in the  absence of willful
     misfeasance,  bad  faith,  negligence   or  reckless   disregard   for  the
     obligations  or  duties  herein  under  by  Advisor,  neither  Advisor  nor
     Advisor's  Personnel  shall  be  liable  to  the  Company  or  any  of  its
     shareholders  for any act or  omission in the course of or  connected  with
     rendering  the  Services,  including  but not limited to losses that may be
     sustained in any corporate act in any subsequent  Business  Opportunity (as
     defined herein) undertaken by the Company as a result of advice provided by
     Advisor or Advisor's Personnel.

4.   Compensation.  The  Company  agrees  to  pay Advisor an initial fee for the
     ------------
     signing of this  Agreement  by way of the  delivery  by the Company of Five
     Hundred Thousand (500,000) shares of the Company's  restricted common stock
     to the Advisor on or before  January 15, 2000 at  Company's  option.  It is
     understood  that this initial fee is earned upon  signing  this  Agreement.
     Additionally,  the Company  shall pay  Advisor a monthly of  Five  Thousand
     Dollars ($5,000) due and payable on the first business day of each month of
     the  Term.  Company's  responsibility  for payment of Advisory  Fee  is not
     contingent on the implementation of Advisor's  recommendations.  Consulting
     in these  matter  frequently  take courses  that cannot be  predicted,  and
     Advisor can give no guarantee concerning the outcome.

5.   Costs  and  Expenses.  All third party  and out-of-pocket expenses incurred
     --------------------
     by Advisor in the performance of the Services shall be paid by the Company,
     or Advisor shall be reimbursed if paid by Advisor on behalf of the Company,
     within ten (10) days of receipt of written notice by  Consultant,  provided
     that the  Company  must  approve in advance all such  expenses in excess of
     $500 per month with the  exception of travel expenses to and from Company's
     offices.

6.   Place of Services.  The Services provided by Advisor or Advisor's Personnel
     -----------------
     hereunder  will  be  performed  at  Advisor's  offices  except as otherwise
     mutually agreed by Advisor and the Company.

7.   Independent  Contractor.  Advisor  and  Advisor's  Personnel will act as an
     -----------------------
     independent  contractor  in  the  performance  of  its  duties  under  this
     Agreement.  Accordingly,  Advisor  will be  responsible  for payment of all
     federal,  state, and local taxes on compensation paid under this Agreement,
     including income and social security taxes, unemployment insurance, and any
     other taxes due relative to Advisor's  Personnel,  and any and all business
     license fees as may be  required.  This  Agreement  neither  expressly  nor
     impliedly  creates a relationship  of principal and agent,  or employee and
     employer, between Advisor's Personnel and the Company.  Neither Advisor nor
     Advisor's  Personnel are  authorized to enter into any agreements on behalf
     of the Company.  The Company expressly retains the right to approve, in its
     sole discretion,  each Asset Opportunity or Business Opportunity introduced
     by Advisor,  and to make all final  decisions  with  respect to effecting a
     transaction on any business Opportunity.


                                   Page 2 of 7
<PAGE>
8.   Rejected Asset Opportunity or Business Opportunity.  If, during the Primary
     --------------------------------------------------
     Term of this Agreement or any Extension  Period,  the Company elects not to
     proceed  to  acquire,  participate  or invest in any  Business  Opportunity
     identified and/or selected by Advisor, notwithstanding the time and expense
     the Company may have incurred  reviewing  such  transaction,  such Business
     Opportunity  shall revert back to and become  proprietary  to Advisor,  and
     Advisor  shall be  entitled to  acquire or broker the sale or investment in
     such  rejected  Business  Opportunity  for its own account,  or submit such
     assets or Business Opportunity  elsewhere.  In such event, Advisor shall be
     entitled  to any and all profits or fees resulting from advisor's purchase,
     referral  or  placement of any such rejected Business  Opportunity,  or the
     Company's subsequent  purchase  or financing with such Business Opportunity
     in circumvention of Advisor.

9.   No  Agency  Express  or  Implied.  This  Agreement  neither  expressly  nor
     --------------------------------
     impliedly creates a relationship of principal and agent between the Company
     and Advisor,  or employee and employer as between  Advisor's  Personnel and
     the Company.

10.  Termination.  The  Company  and Advisor  may terminate this Agreement prior
     -----------
     to the  expiration of the Primary Term upon thirty (30) days written notice
     with  mutual  written  consent.  Failing to have  mutual  consent,  without
     prejudice  to any  other  remedy  to which  the  terminating  party  may be
     entitled,  if any,  either party may terminate  this  Agreement with thirty
     (30) days written notice under the following conditions:

      a.   By  the  Company.
           ----------------

          i.   If during the Primary  Term of this  Agreement  or any  Extension
               Period,  Advisor is unable to provide  the  Services as set forth
               herein  for  thirty (30)  consecutive  business  days  because of
               illness,  accident,  or other incapacity of Advisor's  Personnel;
               or,

          ii.  If Advisor willfully  breaches or neglects the duties required to
               be performed hereunder.


      b.   By  Advisor.
           -----------

          i.   Non-payment of fees;

          ii.  Failure to provide forthright  information cooperation or support
               for Advisor's efforts;

          iii. Misrepresentation of, or failure or refusal to disclose facts;

          iv.  Failure or refusal to accept advice.


                                   Page 3 of 7
<PAGE>
          v.   If the  Company  ceases  business  or,  other  than in an Initial
               Merger,  sells a controlling interest to a third party, or agrees
               to a  consolidate  on or merger of  itself  with or into  another
               corporation,  or enters  into such a  transition  outside  of the
               scope  of this  Agreement, or sells substantial all of its assets
               to another corporation, entity or individual outside of the scope
               of this Agreement, or,

          vi.  If the Company  subsequent to the execution hereof has a receiver
               appointed  for its  business  or  assets,  or  otherwise  becomes
               insolvent or  unable to satisfy its  obligations  in the ordinary
               course of, including but not limited to the obligation to pay the
               Initial Fee, the Transaction Fee, or the Advisory Fee; or

          vii. If the Company  subsequent  to the execution  hereof  institutes,
               makes a general  assignment  for the  benefit of  creditors,  has
               instituted   against   it   any   bankruptcy   proceeding   for
               reorganization  for rearrangement of its financial affairs, files
               a  petition  in a  court  of  bankruptcy,  or  is  adjudicated  a
               bankrupt; or,

          viii.If any of the  disclosures  made herein or  subsequent  hereto by
               the Company to consultant are  determined to be materially  false
               or misleading.

In  the  event  Advisor  elects  to terminate without cause or this Agreement is
terminated  prior  to the expiration of the Primary Term or any Extension Period
by  mutual  written  agreement, or by the Company for the reasons set forth in a
lO(a)(i)  and  (ii)  above, the Company shall only be responsible to pay Advisor
for  unreimbursed  expenses,  Advisory Fee and Transaction Fee accrued up to and
including the effective date of termination.  If this Agreement is terminated by
the  Company  for  any  other  reason,  or  by  Advisor for reasons set forth in
lO(b)(i)  through  (viii)  above,  Advisor  shall be entitled to any outstanding
unpaid  portion  of  reimbursable  expenses,  Transaction  Fee,  if any, and the
balance  of  the  Advisory Fee for the remainder of the unexpired portion of the
applicable  term  (Primary  Term  or  Extension  Period)  of  the  Agreement.

11.  Indemnification.  Subject  to  the  provisions  herein  the  Company  and
     ---------------
     Advisor  agree to indemnify,  defend and hold each other  harmless from and
     against all demands, claims, actions, losses, damages,  liabilities,  costs
     and  expenses,  including  without  limitation,   interest,  penalties  and
     attorneys'  fees and  expenses  asserted  against or imposed or incurred by
     either  party by reason of or  resulting  from any action or a breach of an
     representation,  warranty,  covenant,  condition, or agreement of the other
     party to this Agreement.

12.  Remedies.  Advisor  and  the  Company acknowledge  that  in  the event of a
     --------
     breach of this Agreement by either party, money damages would be inadequate
     and  the  non-breaching  party  would  have  no  adequate  remedy  at  law.
     Accordingly,  in the  event of any  controversy  concerning  the  rights or
     obligations  under  this  Agreement,  such  rights  or  obligations   shall


                                   Page 4 of 7
<PAGE>
     be enforceable in a court of equity by a decree of specific perforce.  Such
     remedy,  however,  shall be  cumulative  and  nonexclusive  and shall be in
     addition to any other remedy to which the parties may be entitled.

13.  Miscellaneous.
     -------------

     a.   Subsequent  Events.  Advisor and the Company  each agree to notify the
          ------------------
          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could  compromise its efforts and obligations
          under this Agreement.

     b    Amendment.  This  Agreement may be amended or modified at any time and
          ---------
          in any manner only by an instrument in writing executed by the parties
          hereto.

     c.   Further  Actions  and  Assurances.  At any time and from time to time,
          ---------------------------------
          each party  agrees,  at its or their  expense,  to take actions and to
          execute  and  deliver  documents  as may be  reasonably  necessary  to
          effectuate the purposes of this Agreement.

     d    Waiver.  Any failure of any party to this Agreement to comply with any
          ------
          of its obligations,  agreements, or conditions hereunder may be waived
          it writing by the party to whom such  compliance is owed.  The failure
          of any  party  to this  Agreement  to  enforce  at any time any of the
          provisions  of this  Agreement  shall in no way be  construed  to be a
          waiver of any such  provision  or a waiver of the right of such  party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or  noncompliance  with this Agreement shall be held to be a
          waiver of any other or subsequent breach or noncompliance.

     e.   Assignment.  Neither this  Agreement nor any right created by it shall
          ----------
          be assignable by either party without the prior written consent of the
          other.

     f.   Notices.  Any notice or other  communication  required or permitted by
          -------
          this  Agreement  must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other party,  when
          deposited in the United States mails for  transmittal  by certified or
          registered  mail,  postage prepaid,  or when  deposited  with a public
          telegraph   company  for   transmittal,  or  when  sent  by  facsimile
          transmission  charges  prepared,  provided that the  communication  if
          addressed

          i.   In the case of the Company:

               YP.Net, Inc.
               4840 East Jasmine Street. Suite 105
               Mesa,  Arizona  85205
               Telephone:   (480) 654-9646
               Telefax:     (480) 654-9727


                                   Page 5 of 7
<PAGE>
               Attention:    William O'Neal, Sr. Vice President/Genera Counsel

          ii.  In  the  case  of  Advisor

               BJM  Consultants,  Inc.
               2283  S.  Lake  Reedy  Blvd.
               Frostproof, Florida  33843
               Telephone:   (941) 635-1872
               Telefax:     (941) 635-7601
               Attention:   George Minutaglio

or  to  such  other  person  or  address designated in writing by the Company or
Advisor  to  receive  notice.

     g    Headings.  The section and subsection headings in this  Agreement  are
          --------
          inserted  the  convenience  only and shall  not  affect in any way the
          meaning or interpretation of this Agreement.

     h.   Governing Law.  This Agreement was  negotiated and is being interacted
          -------------
          for in  Arizona,  and  shall be  governed  by the laws of the State of
          Arizona, and  the  United  States  of  America,   notwithstanding  any
          conflict-of-law provision to the contrary.

     i.   Binding  Effect.  This  Agreement  shall be binding  upon the  parties
          ---------------
          hereto  and inure to the  benefit  of the  parties,  their  respective
          heirs, administrators, executors successors, and assigns.

     j.   Entire Agreement. This Agreement contains the entire agreement between
          ----------------
          the  parties  hereto  and  supersedes  any  and all prior  agreements,
          arrangements  or  understandings  between  the parties relating to the
          subject matter of this Agreement.  No oral understandings, statements,
          promises,  or  inducements  contrary  to  the terms  of this Agreement
          exist.  No  representations,  warranties,  covenants,  or  conditions,
          express  or implied, other than as set forth herein, have been made by
          any party.

     k.   Severability.   If  any  part  of  this  Agreement  is  deemed  to  be
          ------------
          unenforceable  the balance of the Agreement shall remain in full force
          and effect.

     l.   Counterparts.  A facsimile,  telecopy,  or other  reproduction of this
          ------------
          agreement may be executed  simultaneously in two or more counterparts,
          each of which shall be deemed an original,  but all of which  together
          shall  constitute one and the same instrument,  by one or more parties
          hereto and  such  executed  copy  may be  delivered  by  facsimile  or
          similar instantaneous electronic transmission device pursuant to which
          the signature  of  or  on  behalf of such party can be seen.  In  this
          event, such  execution and delivery shall be considered valid, binding
          and corrective for all purposes.  At the  request of any party hereto,


                                   Page 6 of 7
<PAGE>
          all parties agree to execute an original of this Agreement  as well as
          any facsimile, telecopy or other reproduction hereof.

     m.   Time is of the Essence.  Time is  of the essence of this Agreement and
          ----------------------
          of each and every provision hereof.

     IN  WITNESS  WHEREOF, the  parties have executed this Agreement on the date
above-written.

COMPANY:                                       ADVISOR:

YP.NET, INC., a Nevada corporation             BJM CONSULTANTS, INC., a Florida
                                               corporation


By:  /s/  William D. O'Neal                    By:  /s/  George Minutaglio
   --------------------------------               ------------------------------
Name:   William D. O'Neal                      Name:   George Minutaglio
Title:  President                              Title:  Vice President


                                   Page 7 of 7
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                   AUTHORIZATION TO PERFORM BUSINESS VALUATION

THIS AGREEMENT ("Agreement") is entered into between IPA Advisory & Intermediary
Services,  1250  Barclay Blvd., Buffalo Grove, Illinois, an Illinois corporation
("Advisor"), and  YP.Net, Inc., a Nevada corporation   ("Client").
                 -------------------------------------

Advisor  will  perform  a  Valuation  of client business; prepare and deliver to
Client a Valuation Report.  The non-exclusive services of Advisor shall include,
but  not  be  limited  to,  taking  any  and  all  steps  necessary  to:

       -  Analyze and evaluate the worth of client business;
       -  Recast  the  business'  financial  statements,   where  necessary  and
          appropriate, to accurately reflect existing business conditions;
       -  Develop forecasts and pro forma financial statements for future years;
          and
       -  Where  possible,  recommend  changes to  Client's  accounting  system,
          operating  systems,   procedures  and  policies  where,  in  Advisor's
          professional  judgment,  the  implementation  of  such  changes  would
          increase the value and enhance the salability of client business.

Advisor  will  deliver the Valuation Report within 60 days subsequent to receipt
from  Client  of  the  past  three  years  Financial  Statements, and such other
information  as  is  deemed  necessary  by  Advisor,  or  from the on-site visit
(whichever  occurs  last).

The  services  provided  hereunder  shall  not  include accounting, legal, asset
appraisal,  development  and  implementation  of systems, procedures, or pricing
recommendations,  business  brokerage services, or estate and financial planning
services.  If  it  is determined that any of these services are required, Client
may obtain such services under separate agreement with affiliates of Advisor, or
such  other  independent  advisors  as  Client  determines  appropriate.

Advisor  shall  receive  a  professional  services  fee  of  US  $   37,500    .
                                                                   ------------
This fee is payable  upon  execution  of  this  authorization.

Advisor  shall  not  make  public  or  disclose  to  anyone outside of Advisor's
organization,  affiliated  companies,  or  independent  sources, without express
authorization  of  Client,  any  information  concerning  Client's  identity,
customers,  markets,  products,  financial  history  or  current  financial
circumstances.

Please  initial  each  item  below  indicating  your  understanding:

  X  No estimate of value (or indicated minimum value) for the business has been
- ---- provided,  nor will be provided prior to the  presentation of the Valuation
     Report.

  X  No  assurance or guarantee  was given that the business  would be sold,  or
- ---- financing   obtained,   by  virtue  of  the   Valuation   services   herein
     contemplated.

  X  No assurance or guarantee was given that Advisor has a specified  buyer for
- ---- Client.


<PAGE>
It is  understood  that  Advisor  is  an independent  valuation company and will
Present an unbiased Valuation utilizing the following:

                           -  Market research
                           -  Historical accounting & operating information
                           -  Market conditions
                           -  Economic conditions
                           -  Competitor analysis
                           -  Information provided by Client
                           -  Application of professional standards for business
                              valuation

Nothing  in  this  Agreement  shall  be  construed  to  constitute a partnership
between,  or joint venture by, the parties hereto, or constitute either party as
the  agent  or  employee  of  the  other.

Client  shall  indemnify Advisor and each of its affiliates, officers, employees
and  agents  against  any  loss  resulting  from  any  claim or legal proceeding
whatsoever, asserted or brought by third parties, relating to the performance of
any  services  of  Advisor  under  this  Agreement.

THIS  IS  NOT  AN AGREEMENT TO UNDERTAKE THE SALE OF CLIENT BUSINESS AND ADVISOR
MAKES  NO REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE BUSINESS WILL BE SOLD BY
VIRTUE  OF  THE  SERVICES  CONTEMPLATED  TO  BE  RENDERED  UNDER THIS AGREEMENT.

It  is expressly agreed that this printed document embodies the entire agreement
of  the  parties in relation to the subject of Business Valuation Services to be
rendered  by  Advisor; no other understanding or agreement, verbal or otherwise,
exists  between  the  parties,  except  as  herein  expressly  set  forth.  No
supplement, modification, or amendment of this Agreement shall be binding unless
executed  in  writing  and  expressly  agreed  to  by  the  parties.

It  is  agreed that exclusive jurisdiction shall vest in the Nineteenth Judicial
District  of  Lake  County,  Illinois,  Illinois  law  applying.

Client:  YP.Net, Inc.                      Advisor:  IPA Advisory & Intermediary
       -------------------------                     Services, Inc.

By:  /s/  William O'Neal
   ----------------------------

Print Name:  William O'Neal                By:
           ---------------------              ----------------------------------

Title:  President                          Title:
      --------------------------                 -------------------------------

Date:    12/8/99                           Date:
     ---------------------------                --------------------------------



IPA  Advisory  & Intermediary  Services  -  1250  Barclay  Blvd., Buffalo Grove,
              Illinois 60089 - (888) 472-0808 - Fax: (847) 808-5599


<PAGE>
INTERNATIONAL  PROFIT  ASSOCIATES,  INC.
1250 Barclay Boulevard, Buffalo Grove, Illinois 60089
                                                          Management Consultants
                                             1-800-531-7100 - Fax # 847-808-5594

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

Address  4840 E. Jasmine St. #105            Telephone  (480) 654-9646  x234
        ------------------------------------           -------------------------
City   Mesa               State   AZ         Fax   (480) 654-9727
    ----------------------     --------------   --------------------------------
Zip Code   85205       County   Maricopa     Date   12/8/99
        ---------------      ----------------    -------------------------------

We engage you to analyze the items below and appraise their effect on our volume
and  profit.


    1. Sales  and  Marketing    5. Labor  Costs     9. Material  Flow
    2. Operations               6. Overhead        10. Cash  Flow
    3. Administration           7. Productivity    11. Any Other Unique Concerns
    4. Material  Costs          8. Overtime


It  is  agreed  that  you  will  discuss:

     A.  The  improvements  possible.
     B.  Estimated  net  benefits  to  us  of making necessary improvements.
     C.  The  fee  for  your  services  to  install  the  improvements.

You  are authorized, and we agree,  to make a comprehensive study of our company
beginning  December  9,  1999  for  which  we  agree to pay International Profit
          --------------------
Associates  twelve  hundred  dollars.  This  represents  your  full fee for this
analysis.  The fee will be payable upon satisfactory completion of the analysis.
All information  obtained by I.P.A.  during  the course of the analysis shall be
held in  strictest  confidence.

Accepted:


International  Profit  Associates            Yours very truly,

/s/  Douglas A. McCle                        Y.P.Net, Inc.
- ---------------------------------            -----------------------------------
By                                           Company  name

Senior Executive                             /s/  William O'Neal
- ---------------------------------            -----------------------------------
Title                                        Authorized  by

        ----------------                     President
- ---------------------------------            -----------------------------------
No.                                          Title

                                             Employees   Estimated Annual Volume
                                               23           $15,000,000


                                PROFIT ENGINEERING
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                  INTERNATIONAL  PROFIT  ASSOCIATES
IPA                                                                         INC.
                                                                            ----
                                                                            500

Client:                                            Project Number 839762-SG
          YP.NET                                   Project  Plan  #l
          4840 EAST JASMINE STREET.                December  15, 1999
          MESA, AZ 8505                            Page 1 of 6
================================================================================


                         1.0 Organization for Management

Action  1.1  Review the business operations, polices and procedures of YP.NET to
include,  but  not  limited  to:  1)  organizational  structure  and  internal
communications,  2)  employee  attitudes,  productivity  and  incentives,  3)
determining  management  responsibilities and authorities of key individuals, to
include  "marketing", "sales management/sales", "customer retention", "technical
management",  "accounting/administrative",  and "total company" management, with
emphasis on existing key individuals and any vacant positions, 4) developing and
implementing  a  plan  to  develop potential investor awareness of YP.NET and 5)
developing  a  perception  of  value  in  the  common  stock.

Benefit  1.1  The IPA  consultants  do  not have preconceived notions of how any
company  should  "look"  or  "act,"  but  instead custom develop each consulting
assignment  to  meet  the  specific  needs  of  the individual client and client
company.


Action  1.2  Provide  Bill  O'Neal  with  a "Goals and Objectives" questionnaire
designed to elicit responses regarding company size and profitability as well as
determining  YP.NET's needs in the areas of facilities, equipment and personnel.
Use  the  information  received  for  organizational  and  budget  development.

Benefit  1.2  Too  often  company  owners/managers are so involved in day-to-day
decision  making  --  "fire  fighting"  that  they forget that the company which
survives  and  prospers is the company that plans for the next few years as well
as  merely  surviving.  The questionnaires are designed for Bill to complete and
discuss  later  with  the IPA  consultants.


Action  1.3 Provide Bill and other key employees with questionnaires designed to
determine  the  range  of activities performed by the various individuals in the
company.  Conduct  interviews  with  key  employees  on  an  "as  needed" basis.

Benefit  1.3 Each company has a list of activities which must be accomplished in
order for the company to function effectively. The questionnaires and interviews
are  designed  to provide input to the IPA consultants as to what activities are
unique  to  YP.NET.  This is done in preparation to writing Job Descriptions and
the development of a profit-based and productivity-oriented Commission/Incentive
Plan(s).


IPA Initial  RDQ                                            YP.Net Initial:
             ---                                                           -----


<PAGE>
YP.NET                                                               Page 2 of 6
================================================================================

Action 1.4 After review of the understood Organization Chart and with input from
Bill  develop  a  management  oriented  Organization  Chart  showing  YP.NET's
departments  and  the  lines  of authority.  Include in the Organization Chart's
boxes,  only  the  Job  Functions  or  Job  Titles.

Benefit  1.4  An Organization  Chart is valuable to businesses of all sizes.  It
provides  a  visual  representation  of  the  company.  At  this  point  in  the
development  of  a  more  formalized  organization  structure  for YP.NET, it is
important  for  all  employees to understand where they fit into the company and
their  relationship  to  Bill and to other employees.  Only the Job Functions or
Titles  are  included at this point because the IPA consultants do not write Job
Descriptions  for individuals, but instead we write Job Descriptions directed at
the  needs  of  the  company.


Action  1.5  After  reviewing  "understood"  Job  Descriptions (oral or written,
including  the  "understood"  division  of  responsibilities  between  the  key
employees),  the  IPA  consultants will write Job Descriptions (approximately 8)
for  key  Job  Functions, including "vacant" positions, i.e.  "CFO"?, "Sales and
Marketing  Manager".  Each  Job  Description  will  contain  Authorities,
Responsibilities,  Reporting  Relationships, Duties and Measures of Performance.

Benefit  1.5  Each  key Job Function (including Bill's new responsibilities) and
the  individuals  assigned to them will now know: 1) what decisions they can and
cannot make, 2) the overriding purpose for their function to exist at YP.NET, 3)
who  they  supervise  and who they report to, 4) their portion of that "list" of
key  activities  developed  earlier  in  the program and 5) how each individual,
including  Bill  will  objectively  know if an individual is doing a "good job".


Action  1.6  Provide  Bill  with  oral  evaluations  of key employees, including
himself.

Benefit  1.6  Gives  Bill  a  third  party  opinion as to whether or not current
employees  are capable and have the commitment to assist him to achieve his goal
of  company  profitability,  growth  and  corporate  direction.  Also, how do we
maximize  Bill's  utilization.


Action  1.7  With input from Bill assign existing individuals to the various Job
Functions.  The IPA  consultants  will  install  the  Job  Descriptions with the
Various YP.NET  employees.


IPA Initial  RDQ                                            YP.Net Initial:
             ---                                                           -----


<PAGE>
YP.NET                                                               Page 3 of 6
================================================================================

Benefit  1.7  In  this  step  of  the organizational development, employees' new
relationship  to  the  company  is  explained  to them.  The goal is to delegate
through  the  Job  Descriptions,  as  many  as  possible  of  the  non-essential
responsibilities  which  Bill  has  assumed  over  time  for  outside  sales.


Action 1.8  Review the present employee evaluation system.  Make recommendations
for  change  "as needed"  and implement approved changes.  Provide Bill with the
ability  to  self-evaluate  his  contribution.

Benefit  1.8  Employee  evaluations  are part of the training and development of
employees;  they must not be presented in a negative manner.  This provides Bill
with  the means of telling good employees why they are good, but also what areas
they  can improve; mediocre employees can be told what they need to do to become
good  employees,  and  poor  employees  can be told what they need to do to keep
their  jobs.


Action  1.9  After reviewing any present incentive plans, develop and present to
Bill alternative  options  for  incentive plans for "office" personnel.  Develop
and write  an  incentive  plan(s)  designed to achieve Bill's YP.NET goals.

Benefit  1.9  Incentive  plans  should  not cost a company money.  Instead, they
should  be  paid  out  of incremental income.  Incremental income is that income
which is in excess of those profits which an owner and his managers can normally
expect.  The  purpose  of  the incentive plan is to reward those employees whose
individual efforts have contributed to the level of success of the company.


Action 1.10 Review the present personnel holding key positions, determine who is
and  who  is not planning to stay with YP.NET through year 2000: Bill/President,
Joann  Sales,  Pam/CFO,  etc.  After  identifying who does and who does not meet
criteria for the "new" YP.NET assist Bill to fill vacant positions.

Benefit  1.10 There has been considerable turmoil at YP.NET; it looks as if with
Simple.net  this may continue. Personnel need to determine who is and who is not
planning  to  stay with YP.NET. PA will write the Job Descriptions and assist in
the  selection  process.


IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----


<PAGE>
YP.NET                                                               Page 4 of 6
================================================================================

Action 1.11 Review the "true" role of a Board  of Directors and YP.NET's present
status.  Make  recommendations  for  a  Board  structure  which  will  provide a
"positive"  image  of  the  company  to  outside  investors.

Benefit  1.11  The  legal  role  of a Board is to represent the interests of the
stock  holders in company management.  The present membership and composition in
all  likelihood  does  not  present  the  best  possible  image  of the company.


Action  1.12  Review  the  present marketing and sales directions as well as The
potential  need  for  additional  marketing and sales efforts -- i.e. customers,
site  traffic,  add-on  services

Benefit  1.12 Marketing is the development of the revenue goals of a company, by
product,  product  line,  specific  customer,  type  of  customers,  geographic
location,  etc.  Sales is  execution  of the marketing plan.  The IPA consultant
will  assist  Bill to  develop  a three year sales and marketing outline for the
company complete with goals, due dates, and individual/departmental assignments,
i.e. customer  retention.


Action  1.13  Review  the  present  Chart  of  Accounts.  As  needed  make
recommendations for  additions,  changes,  and/or  deletions.

Benefit  1.13  The  Chart of Accounts is the driving force behind any accounting
system --either  manual  or  computerized.  The  IPA  review will be designed to
ensure  that  the  YP.NET accounting  system  will be capable of measuring those
items which need  to  be  measured  and  controlled  by  Bill.


Action  1.14  Review  development  of any of YP.NET's existing or future regular
reports  which  have an emphasis on sources of revenue, margins, and selling and
administrative  costs as well as operational guideposts. Determine what Bill and
the  Board  need  to  receive  in  order  to  more  effectively  manage  company
profitability.  Train  Bill  to  make  management decisions based upon generated
information.

Benefit  1.14  Ensure  that  Bill and the Board of Directors are getting timely,
accurate  and  useful  financial/operational  reports  by which departmental and
company  wide  costs  and  profitability  can  be  measured  and  managed.


IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----


<PAGE>
YP.NET                                                               Page 5 of 6
================================================================================

Action  1.15  With  an  emphasis on revenues, margins and overhead costs develop
Operational  Budgets  --  departmental and company-wide.  Utilize the budgets to
develop performance standards.  This will determine projected revenues, margins,
expenses  and profit for fiscal 2000.  Establish the normal or average breakdown
per  month  and  illustrate  these as they compare to both positive and negative
trends  in  business  levels.

Benefit  1.15  Budgeting  and/or  forecasting  based  on varying levels of sales
volume  with  their  predetermined  expenses  will  give Bill, the Board and any
managers  with  a  "financial-need-to-know" a measurement of performance for the
company  on  a  month-to-month  basis.


Action 1.16 With considerable input from Bill develop variance-to-budget monthly
reporting to compare actual operating results to projected budget results.

Benefit  1.16  The  variance reporting is designed to show various managers with
responsibilities  for  either  operating and/or overhead expenses whether or not
they  have  managed  their  profit  centers  within  profit  projections.


Action  1.17  Train Bill how to calculate and utilize the breakeven in pricing.

Benefit  1.17  The  breakeven  has  many  uses  for  clients  in a "high growth"
mode.  Besides  providing  the  company  with  sales  goals, it also provides an
understanding of the profit impact from an increases/decrease in pricing.


Action  1.18  How  does YP.NET market itself to the public? Review with Bill the
approach  and impact of past and present public relations firms.  Determine with
him  the  goals  and deliverables of the investor-public relations firm who will
represent  YP.NET.  Discuss  the advisability of retaining IPA's in house public
relations  firm, IPA  Investor  &  Media  Services,  LLC.

Benefit 1.18 Even the best run public company needs to keep its name in front of
investors,  institutions and market makers.  Whoever represents the company must
have  a  strategic plan constantly promoting the intrinsic value of the company.


IPA Initial  RDQ                                             YP.Net Initial
             ---                                                           -----


<PAGE>
YP.NET                                                               Page 5 of 6
================================================================================

Action  1.19  Develop  Operating  Procedures  and Recommendations explaining the
use  of  the  newly developed methods, systems, records, reports and statements.
Put all  documentation  into an indexed manual and distribute to Bill as well as
other appropriate employees.

Benefit  1.19  Gives  the  consultants  the  means  to  train  and implement the
installed program with Bill and other employees.  Provides a permanent reference
instrument  of  all  work  performed  on  the  project.



The above plan will be completely developed and implemented within 425 hours +/-
10%.

This is the  Project  Plan  described in the "Agreement for Consulting Services"
Between YP.NET, Inc. and International Profit Associates.

During  the  course  of  the project, you may also be presented with suggestions
and/or  Recommendations  concerning  other  areas  of  your  business which need
attention,  but  Are  not  addressed  in  this  Project Plan.  These will not be
developed, however, Without the full approval of William D.  O'Neal and separate
and  apart  from  this  plan.



Submitted:                                      Approval and accepted:



By:  /s/  Robert D. Quackenbush                 By:  /s/  William D. O'Neal
   -------------------------------                 -----------------------------
   Robert D. Quackenbush                           William D. O'Neal
   Senior Project Manager                          President


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                               SUBLEASE AGREEMENT


     1.     PARTIES.
            -------

     This Sublease Agreement ("Sublease") is made, entered into and deemed to be
effective  this  13  day  of  December,  1999, by  and between YP.NET, INC. (aka
                ----
RIGL  Corporation),  a  Nevada  corporation  ("Sublessor")  and  EMPIRE  CAPITAL
GROUP,  L.L.C.,  an  Arizona  limited  liability  corporation  ("Sublessee").

     2.     MASTER  LEASE.
            -------------

     Sublessor  is  the  Sublessee  under  a  written  Sublease  Agreement dated
February  10,  1998  when  Meyers  Law  Firm,  P.C.,  an  Arizona  professional
corporation  ("Meyers") sub-leased to Sublessor the real property located in the
City  of  Phoenix, County of Maricopa, State of Arizona, described as Suite 900,
2398  East  Camelback  Road  ("Master  Premises").  Meyers is the lessee under a
written  Lease  dated  September  18,  1995,  wherein  Biltmore Financial Center
Associates,  an  Arizona  general  partnership  ("Lessor")  leased to Meyers the
Master  Premises.  The  Lease is referred to herein as the "Master Lease" and is
attached  hereto  as  Exhibit  "A"  and  by  this  reference made a part hereof.

     3.     PREMISES.
            --------

     Sublessor hereby subleases to Sublessee the Master Premises as described in
the Lease.  The Sublessee accepts the Master Premises and agrees to be bound by,
accept  and  perform  each  term  and condition under the Master Lease which are
required  to  be  performed  by  the  Sublessor.

     4.     WARRANTY  BY  SUBLESSOR
            -----------------------

     Sublessor  warrants  and  represents to Sublessee that the Master Lease has
not  been  amended  or  modified  except  as  expressly  set  forth herein, that
Sublessor  is not now and as of the commencement of the Term hereof will not be,
in  default  or  breach  of  any of the provisions of the Master Lease, and that
Sublessor  has  no knowledge of any claim by Lessor that Sublessor is in default
or  breach  of  any  of  the  provisions  of  the  Master  Lease.

     5.     TERM.
            ----

     The  Term of this Sublease shall commence on January 1, 2000 ("Commencement
Date"),  and  shall  terminate on the last day provided for in the Master Lease,
August  30,  2002  ("Termination  Date").  The  Sublessee  understands  and
acknowledges  that  Meyers  and  the  Lessor must consent to this Sublease.  The
Sublessor shall submit this Sublease to Meyers and the Lessor for their consent,
and  will  advise the Sublessee in writing when Meyers and the Lessor consent to
this  Sublease.  If  for any reason the Sublessor does not deliver possession to
the  Sublessee  on  the Commencement Date, the Sublessor shall not be subject to
any  liability  for  such failure, the Termination Date shall not be extended by
the  delay,  and  the  validity  of the Sublease shall not be impaired, but rent
shall abate until delivery of possession.  Notwithstanding the foregoing, if the


                                                    Empire Capital Group, L.L.C.
                                  Page 1 of 6                 Sublease Agreement


<PAGE>
Sublessor  has  not  delivered  possession  to Sublessee within thirty (30) days
after  the Commencement Date, then at any time thereafter and before delivery of
possession,  Sublessee  may  give  written  notice  to  Sublessor of Sublessee's
intention  to  cancel  this  Sublease.  Said notice shall set forth an effective
date  for such cancellation which shall be at least ten (10) days after delivery
of  said  notice to Sublessor.  If Sublessor delivers possession to Sublessee on
or  before  such  effective  date,  this Sublease shall remain in full force and
effect.  If Sublessor fails to deliver possession to Sublessee on or before such
effective date, this Sublease shall be canceled, in which case all consideration
previously  paid  by Sublessee to Sublessor on account of this Sublease shall be
returned  to Sublessee, this Sublease shall thereafter be of no further force or
effect,  and  Sublessor  shall have no liability to Sublessee on account of such
delay  or cancellation.  If Sublessor permits Sublessee to take possession prior
to  the  Commencement  Date,  such  early  possession  shall  not  advance  the
Termination  Date  and  shall  be  subject  to  the provisions of this Sublease,
including,  without  limitation,  the  payment  of  rent.

     6.     RENT.
            -----

     Minimum  Rent.  Sublessee  shall  pay  to  Sublessor  minimum rent, without
     -------------
deduction,  setoff,  notice,  or demand, at YP.Net, Inc., 4840 E. Jasmine, Suite
105,  Mesa,  Arizona  85205, or at such other place as Sublessor shall designate
from  time  to  time  by  notice to Sublessee, the minimum monthly rent plus any
taxes due thereon as provided for in this Master Lease, Article 1.1(h) pro rata,
plus  the  Sublessor's pro rata share of the Operating Costs, as provided for in
the  Master  Lease  together  with  any other taxes, late charges or other costs
which  are  required  to  be paid by the Sublessor pursuant to the Master Lease.

     7.     SECURITY  DEPOSIT.
            -----------------

     Sublessee shall not be required to deposit a security deposit. The security
deposit currently held by Meyers, and deposited by Sublessor, is hereby assigned
to  Sublessee  as  additional  consideration  for  this  Sublease.

     8.     USE  OF  MASTER  PREMISES.
            -------------------------

     The  Master  Premises  shall  be used and occupied only for business office
purposes  and  for  no  other  use  or  purpose.

     9.     ASSIGNMENT  OF  SUBLETTING.
            --------------------------

     Sublessee  shall  not assign this Sublease or sublet all or any part of the
Master  Premises without the prior written consent of Sublessor (and the consent
of  Lessor,  if  such  is  required  under  the  terms  of  the  Master  Lease).

     10.     OTHER  PROVISIONS  OF  SUBLEASE.
             -------------------------------

     All  applicable  terms and conditions of the Master Lease, Exhibit "A", are
incorporated  into  and  made  a  part of this Sublease as if Sublessor were the
lessor thereunder, and Sublessee the lessee thereunder, and the Master Premises.


                                                    Empire Capital Group, L.L.C.
                                  Page 2 of 6                 Sublease Agreement


<PAGE>
     11.     ATTORNEYS'  FEES.
             ----------------

     If  Sublessor,  or  Sublessee  shall  commence  an action against the other
arising  out  of or in connection with this Sublease, the prevailing party shall
be entitled to recover its costs of suit and reasonable attorneys' fees.

     12.     AGENCY  DISCLOSURE.
             ------------------

     Sublessor  and  Sublessee  each  warrant  that they have dealt with no real
estate  broker  in  connection  with  this  Sublease.

     13.     NOTICES.
             -------

     All  notices and demands which may or are to be required or permitted to be
given  by  either  party on the other hereunder shall be in writing. All notices
and  demands  by the Sublessor or Sublessee shall be sent by United States Mail,
postage  prepaid,  addressed to the Sublessee at the address herein below, or to
such other place as Sublessee may from time to time designate in a notice to the
Sublessor.  All  notices and demands by the Sublessee to Sublessor shall be sent
by  United  States  Mail,  postage  prepaid,  addressed  to the Sublessor at the
address set forth herein, and to such other person or place as the Sublessor may
from  time  to  time  designate  in  a  notice  to  the  Sublessee.

     To  Sublessor:     YP.Net,  Inc.
                        4840 E. Jasmine, Suite 105
                        Mesa,  Arizona  85205
                        Attn:  William D. O'Neal, Esq.

     To  Sublessee:     Empire  Capital  Group,  L.L.C.
                        2398 E. Camelback Road, Suite 900
                        Phoenix,  Arizona  85020
                        Attn:  Scott  Tomanaga

     14.     CONSENT  BY  LESSOR
             -------------------

     This  Sublease shall be on no force or effect unless consented to by Lessor
within  thirty  (30) days  after  execution  hereof, if such consent is required
under the terms of the Master  Lease.

     15.     COMPLIANCE.
             ----------

     The  parties  hereto agree to comply with all applicable federal, state and
local  laws,  regulations,  codes,  ordinances  and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including,  but  not  limited  to,  the 1964 Civil Rights Act and all amendments
thereto,  the  Foreign  Investment  in  Real Property Tax Act, the Comprehensive
Environmental  Response  Compensation  and Liability Act, and The Americans With
Disabilities  Act.


                                                    Empire Capital Group, L.L.C.
                                  Page 3 of 6                 Sublease Agreement


<PAGE>
     16.     FIRST  REFUSAL.
             --------------

     Sublessee  shall have a right of first refusal on the balance of the Master
Premises  upon  the  same terms as set forth herein. Such right of first refusal
must be exercised within ten (10) days of receipt of written notice by Sublessee
that  Sublessor  has  received  an  offer  to sublease the balance of the Master
Premises.

DATED:    12/13  , 1999.
       ----------


                                        SUBLESSOR:

                                        YP.Net, (fka RIGL Corporation), a Nevada
                                        corporation


                                        By:  /s/  William O'Neal,  President
                                           -------------------------------------
                                             William O'Neal,  President

                                        SUBLESSEE:

                                        Empire Capital Group, L.L.C., an Arizona
                                        limited liability  corporation

                                        By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------


                                                    Empire Capital Group, L.L.C.
                                  Page 4 of 6                 Sublease Agreement


<PAGE>
                                   EXHIBIT  "A"

                                   Master  Lease




                                                    Empire Capital Group, L.L.C.
                                  Page 5 of 6                 Sublease Agreement


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
YP.NET,INC.  THREE  MONTHS  ENDED  DECEMBER  31,  1999
</LEGEND>
<MULTIPLIER> 1

<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       SEP-30-2000
<PERIOD-START>                          OCT-01-1999
<PERIOD-END>                            DEC-31-1999
<CASH>                                     164,570
<SECURITIES>                                     0
<RECEIVABLES>                            1,522,129
<ALLOWANCES>                                     0
<INVENTORY>                                      0
<CURRENT-ASSETS>                         2,376,701
<PP&E>                                     675,977
<DEPRECIATION>                             150,802
<TOTAL-ASSETS>                           7,645,997
<CURRENT-LIABILITIES>                    4,005,364
<BONDS>                                          0
<PREFERRED-MANDATORY>                            0
<PREFERRED>                                  1,500
<COMMON>                                    40,051
<OTHER-SE>                               5,629,322
<TOTAL-LIABILITY-AND-EQUITY>             7,645,997
<SALES>                                  2,297,480
<TOTAL-REVENUES>                         2,297,480
<CGS>                                    1,075,485
<TOTAL-COSTS>                            1,075,485
<OTHER-EXPENSES>                         1,554,657
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                         171,648
<INCOME-PRETAX>                           (487,910)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                       (487,910)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                              (637,515)
<EPS-BASIC>                                (.020)
<EPS-DILUTED>                                (.020)


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