RIGL CORP, 10KSB, 1998-12-29

RIGL CORP
10KSB, 1998-12-29
COMPUTER PROGRAMMING SERVICES

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB
_____________________

(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, 1998

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
_____________________

Commission file number 0-24217
_____________________

RIGL CORPORATION
(Name of Small Business Issuer In Its Charter)
_____________________

Nevada 85-0206668
_____________________________ ___________________________
(State or other jurisdiction (IRS Employer I.D. Number)
of incorporation)

4840 East Jasmine Street, Suite 105
Mesa, Arizona 85205
_____________________________ ___________________________
(Address of principal executive offices) (Zip Code)

(602) 654-9646
_____________________
Issuer's Telephone Number, Including Area Code.

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class Name of Each Exchange
on Which Registered
___________________ _____________________

Not applicable

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value
(Title of class)

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes ( X ) No ()

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $ 841,045

As of December 17, 1998, 12,703,634, shares of Common Stock of the Registrant
were deemed outstanding, and the aggregate market value of the Common Stock of
the Registrant (based upon the average of the closing bid and asked prices of
the Common Stock at that date as reported by the OTC Electronic Bulletin
Board), excluding outstanding shares beneficially owned by directors and
executive officers, was approximately $5,469,020.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to the Company's 1999 Annual Meeting
Stockholders to be filed by the Company with the Securities and Exchange
Commission within 120 days after the end of the fiscal year are incorporated
by reference in Part III of the Form 10-KSB.

Transitional Small Business Disclosure Format (check one): YES NO X

<PAGE>
PART I
_________________________________

ITEM 1. DESCRIPTION OF BUSINESS

(a) General development of business

RIGL Corporation ("RIGL" or "the Company") is a Nevada corporation. RIGL's
current corporate office is located at 4840 East Jasmine Street, Suite 105,
Mesa, Arizona 85205 and its telephone number is (602) 654-9646. The Company's
e-mail address is [email protected]. RIGL maintains a web site at www.rigl.com.
RIGL shares of common stock are publicly traded on the OTC Electronic Bulletin
Board under the symbol "RIGN".

RIGL's predecessor, Renaissance CenteR, Inc., was incorporated in September of
1996, and has had continuous operations since that date. On July 2, 1997
Renaissance CenteR, Inc., a Nevada corporation, merged with Nuclear
Corporation of New Mexico, a Nevada corporation (Domiciled in Nevada in 1994,
incorporated in New Mexico in 1969). The merged company subsequently changed
its name to Renaissance International Group, Ltd., a Nevada corporation. In
June of 1998, the Company's shareholders approved a name change to RIGL
Corporation. On September 1, 1998 the Company acquired all the outstanding
stock of Medical Resource Systems, Inc. (MRS) in exchange for RIGL stock. MRS
is an Arizona corporation, founded in 1993.

(b) Business of the issuer

(I) Principal products and services rendered, distribution methods and status
of these services rendered

RIGL is in development of an intelligent and intuitive information access
system, which the Company is applying primarily to the healthcare industry.
The system combines technology with sound business practices in the support of
medical information management and controlling administrative costs. The
technology ("Medical AMIRE ") is a web centric, object oriented modular
system that provides medical practices with a user friendly, cost effective,
and comprehensive "real-time" record system. The Company intends to assume
total responsibility of all administrative activities through a facilities
management approach.

The Company has two wholly-owned subsidiaries who provide these services to
the healthcare industry, RIGL Technologies, Inc. ("RT") and RIGL Medical
Systems, Inc. ("RMS").

RIGL Technologies, Inc. (RT)

RT is the development arm of RIGL. RT has committed itself to the development
of revolutionary technologies and innovative system solutions for the medical
and multimedia/entertainment industries. RT is developing and acquiring a
palette of interrelated technologies to provide acquisition, management, and
retrieval of information.

RT is working on the design and implementation of the Asset Management and
Information Retrieval Environment (AMIRE (TM)). AMIRE (TM) will be developed
as a core software engine to provide information management for complex data.
AMIRE (TM) will be designed to provide a suite of services related to the
management of media rich and legacy enterprise information. AMIRE (TM) will
operate across geographically dispersed enterprises and provide information
cohesiveness.

To insure AMIRE (TM)'s application readiness, two distinct disciplines are
being evaluated for the robustness of the core software engine. These
disciplines are:

- Medical Information
- Media Information

Each of these disciplines has its own unique characteristics and will
contribute to the detailed analysis and design of the AMIRE technology. The
AMIRE (TM) software engine will provide the power plant that will drive the
application programs that form the foundation of the technology asset base and
services that the RIGL companies will deploy. Each RIGL subsidiary will be
able to leverage this technology resource to develop their industry-specific
applications / services.

AMIRE (TM) is based on a series of related technologies. RT is charged with
the development of the AMIRE (TM) core software engine, and the medical
application suite. The Medical AMIRE (TM) will offer management and
accounting of complete medical records, including inventory records, detailed
patient records, insurance documentation, billing information, accounting,
imaging, MRI, X-ray, C-T scan, ultrasound, diagnosis history, drug interaction
history, prescription record, surgical notes, surgical recordings, vital sign
records, and other medical related information relevant to patients and
operations of medical practices. Through the Medical AMIRE (TM), large
databases can be created for search and reference of similar medical scenarios
on a national and international basis.

The following is a description of the company's flagship technology, AMIRE
(TM) and Medical AMIRE (TM), currently under development by RT.

AMIRE (TM)

AMIRE (TM) will provide businesses in an array of industries with access and
manageability of information. AMIRE (TM) utilizes advanced information
management hardware utilizing state of the art photonics and laser technology
to provide storage and access to critical records in a variety of formats.
Powerful three-dimensional relational object database technology provides the
ability to search and retrieve data, text, and graphic information, such as X-
rays and photographs. The advanced hardware and software are combined with an
intuitive "Web Browser" based interface to create a robust, elegant,
sophisticated and simple information access tool. The modular design permits
users to add information and capabilities over time.

MEDICAL AMIRE (TM)

Medical AMIRE (TM) is being designed and developed upon RIGL's corporate
vision of providing physicians and their staff intelligent, intuitive, medical
information access. The core functionality of this system by design is data
independent, making it suitable for any information purpose. The system has
no data prejudice or bias, whether data is text, images, audio, video or
machine language, the system will handle it with equal efficiency. Medical
AMIRE (TM) is an integrated web-centric medical information and patient record
system utilizing an object-oriented data base design. The simple
intuitiveness of the web browser interface dominates access to Medical AMIRE
(TM). Point and click is the extent of training required to begin accessing
information. Medical AMIRE (TM) incorporates listening and speech response
interfaces allowing the most novice user access equivalent to master
information system users. This system combines state of the art hardware
technologies with advanced database and user interface designs to create an
intuitive, user-friendly and comprehensive medical information access
environment.

With Medical AMIRE (TM), physicians can focus on the practice of medicine, not
business administration. Additionally, physicians can share information at an
unprecedented rate. Initial beta release of Medical AMIRE (TM) is scheduled
for the fourth calender quarter of 1999.

RIGL Medical Systems, Inc. (RMS)

RIGL Medical Systems, Inc.'s ("RMS") primary objective is to create a bridge
between the Medical AMIRE (TM) development team and the ultimate end users.
RMS will accomplish this by contracting with physician practices that believe
that improved medical information management could improve the business
aspects of their practices and are looking to advance into the latest medical
information management technology. When contracting with a physician
practice, RMS will typically enter into a Management Services Agreement
("MSA") with the practice. Pursuant to the MSA, RMS will manage the
administrative functions and medical information resources of the practice in
all respects. The practice will be solely responsible for the rendering of
medical services. RMS has targeted its primary contracting efforts on
physician practices located within the State of Arizona.

Through RMS, the Medical AMIRE (TM) development team shall have access to
physician practices for purposes of gathering data and information necessary
to further the development of the Medical AMIRE (TM). As soon as the system
is ready for initial implementation the physician network shall serve as a
controlled beta test environment for the Medical AMIRE (TM). Through this
approach, the Medical AMIRE (TM) shall be designed from the outset with the
input of physicians and their staff. The result will be a system that will
meet the actual day to day requirements of physician practices.

MEDICAL RESOURCE SYSTEMS, Inc. (a wholly-owned subsidiary of RIGL Medical
Systems, Inc.)

Medical Resource Systems, Inc. ("MRS") was incorporated and commenced
operations June 1, 1993. MRS acquired its collection agency license from the
Arizona State Banking Department in August 1993. RMS acquired one hundred
percent (100%) of the common stock of MRS on September 1, 1998.

MRS is dedicated to providing efficient, economical and timely billing and
collection services to physician groups, primarily in the Phoenix, Arizona
metropolitan area. This is accomplished using proprietary application
software systems and its ability to capture large volumes of demographic and
clinical information electronically. In turn, the processes embodied in the
application software system shall be used by RT in its development of the next
generation billing and collection system, which will be incorporated in the
Medical AMIRE (TM).

At its peak, MRS processes billing and collections in excess of 110,000
patient encounters annually. MRS is currently operating under contracts with
clients comprising approximately 45 physicians.

While MRS can be marketed as a stand-alone service, because of high physician
demand for efficient and cost effective billing and collection services, MRS
will provide RMS with a distinct marketing advantage when approaching
physicians to discuss an affiliation with its physician network.

MOUNTAIN OFFICE MANAGEMENT SYSTEMS, Inc. (a wholly-owned subsidiary of RIGL
Medical Systems, Inc.).

Mountain Office Management Systems, Inc. ("MOMS") was acquired by RMS on
November 15, 1998. The mission of MOMS is to return the physician to the
practice of medicine by providing the administrative support necessary in
today's health care market. MOMS was established in 1997 and directs its
efforts primarily to the rural physicians of Northern Arizona. It currently
manages the largest OB/GYN practice in Flagstaff, Arizona. The key strength
of the company are its management team which has broad experience in all
aspects of medical office management and its innovative use of technology to
maximize the efficiency and productivity of medical practices.

Rural physicians are the cornerstone for the provision of health care in
Arizona. No agency or company currently exists which can enable these
practices to maintain their viability in communities they serve. MOMS, with
its emphasis on technological efficiencies as well as standardized office
administration and management will provide these physicians with the tools to
continue to serve their patients and their communities.

RENAISSANCE CENTER, Ltd.

RIGL's operations related to the design and implementation of asset management
software for the multimedia and entertainment industry are conducted through
its wholly owned subsidiary Renaissance Center, Ltd.("RenCen"). The primary
technology utilized by RenCen is the Asset Management and Information
Retrieval Environment ("AMIRE (TM)"). The AMIRE (TM) concept was conceived by
RIGL's Chief Technology Officer, Michael MacKay, in connection with his
previous ground breaking work developing the blueprint for a fully automated
intelligent digital motion picture studio. RenCen's sister company, RIGL
Technologies, Inc, is currently developing Mr. MacKay's AMIRE (TM) blueprint
into a viable product which will address specific requirements of numerous
industries. Once development is complete, RenCen will implement the core
AMIRE (TM) in the entertainment and multimedia fields for management and
accounting of film assets, computer effects, special effects, musical scores,
sound tracks, dialog, sound effects, computer animation, animation, stock
footage, finished film, documentary film, television broadcasts, merchandise,
and other related assets produced in the industry. During AMIRE (TM)'s
development stage, RenCen is providing technical consulting services to
corporate clients in the entertainment and multimedia industries. Services
include detail design of multimedia content creation facilities, programming
and design of advanced information systems, data communication design and
multimedia presentation system design.

(II) COMPETITIVE BUSINESS CONDITIONS

In each business segment served by the Company, there is intense competition
from established competitors, some with substantially greater financial,
engineering, and marketing resources and greater name recognition than the
Company as well as established customer relationships. Additionally, new
competitors may seek to enter some or all of the business segments in which
the Company operates.

(III) DEPENDENCE ON A SINGLE CUSTOMER

The Company provides a variety of services, mainly to the healthcare industry.
In fiscal 1998 and 1997 a substantial portion of the Company's revenues were
generated from two customers who received billing and collection services.
The loss of these customers could have a material adverse effect on the
Company's revenues. The write-off of any significant receivable due from
these customers could also adversely impact the Company. As the Company grows
and generates additional revenues from its practice management operation the
reliance on these two billing and collection clients will be reduced.

(IV) PATENTS AND TRADEMARKS

In the development of its business, the Company has applied for various
patents, trademarks and copyrights. The Company believes that these patents,
trademarks and copyrights are of considerable value and importance to its
business. The Company will continue to monitor the status of these various
applications.

(V) GOVERNMENTAL APPROVAL OF PRINCIPAL SERVICES

One of the Company's principal services is the collection services provided by
its wholly-owned subsidiary Medical Resource Systems, Inc. This subsidiary
acquired its collection agency license from the Arizona State Banking
Department in August of 1993. The current license expires on January 31, 1999
and the Company anticipates the Arizona State Banking Department will renew
this license for another year at that time.

(VI) GOVERNMENTAL REGULATIONS

MEDICAL

Federal and state laws extensively regulate the relationships among providers
of health care services, physicians and other clinicians. These laws include
federal fraud and abuse provisions that prohibit the solicitation, receipt,
payment, or offering of any direct or indirect remuneration for the referral
of patients for which reimbursement is made under any federal or state funded
health care program, or for the recommending, leasing, arranging, ordering or
providing of services covered by such programs. States have similar laws that
apply to patients covered by private and government programs.

Federal fraud abuse laws also impose restrictions on physicians' referrals for
designated health services covered under a federal or state funded health care
program to entities with which they have financial relationships. Various
states have adopted similar laws that cover patients in private programs as
well as government programs.

There can be no assurance that the federal and state governments will not
consider additional prohibitions on physician ownership, directly or
indirectly, of facilities to which they refer patients, which could adversely
affect the Company. Violations of these laws may result in substantial civil
or criminal penalties for individuals or entities, including large civil money
penalties and exclusion from participation in federal or state health care
programs.

Moreover, the laws of many states prohibit physicians from sharing
professional fees, or "splitting fees", with anyone other than a member of the
same profession. These laws and their interpretations vary from state to
state and are enforced by the courts and by regulatory authorities with broad
discretion. Expansion of the operations of the Company to certain
jurisdictions may require structural and organizational modifications of the
company's form of relationship with medical practices, which could have an
adverse effect on the Company.

Although the Company believes its operations as currently structured are in
material compliance with existing applicable laws, there can be no assurance
that review of the company's business by courts or regulatory authorities will
not result in a determination that could adversely affect the operations of
the Company, or that the health care regulatory environment will not change so
as to restrict the Company's existing operations or its expansion.

ENTERTAINMENT/MULTIMEDIA

Technological development is in its infancy stage in the
entertainment/multimedia industry. To date, the industry has remained, for
the most part, unregulated. However, Congress has begun to actively review
the industry, and proposals are currently before Congress with respect to
regulating, among other things, the World Wide Web within the United States.
Similar regulatory measures may also be under review in other countries in
which the Company could conduct its business. Such potential regulatory
actions could have a material adverse effect on the Company since there is no
assurance that the Company or its products will be in compliance with such
regulations if and when such regulations become effective, and there is no
assurance that the Company can bring itself and its products into compliance.

STATE LAWS REGARDING PROHIBITION OF
CORPORATE PRACTICE OF MEDICINE

The medical practices are formed as professional corporations owned by one or
more physicians licensed to practice medicine under applicable state law in
states that prohibit the corporate practice of medicine. The Company is not
permitted under certain state laws to practice medicine or exercise control
over the medical judgments or decisions of practitioners. Corporate practice
of medicine laws and their interpretations vary from state to state and are
enforced by the courts and by regulatory authorities with broad discretion.
The Company anticipates that it will perform only non-medical administrative
and medical information management services, will not represent to the public
that it offers judicial services and will not exercise influence or control
over the practice of medicine by the practitioners with whom it contracts.
Expansion of the operations of the Company's form of relationship with medical
practices in order to comply with the medical practice laws could have an
adverse effect on the Company.

Although management believes its operations as currently structured will be in
material compliance with existing applicable laws, there can be no assurance
that the Company's structure will not be challenged as constituting the
unlicenced practice of medicine or that the enforce ability of the agreements
underlying this structure will not be limited. If such a challenge were
successfully made in any state, the Company could be subject to civil and
criminal penalties and could be required to restructure its contractual
arrangements in that state. Such results, or the inability to restructure its
contractual arrangements, could have a material adverse effect upon the
company.

CHANGES IN REGULATION OF THE DELIVERY OF AND
PAYMENT FOR HEALTH CARE SERVICES

Although Congress failed to pass comprehensive health care reform legislation
in 1996, the Company anticipates that Congress and state legislatures will
continue to review and assess alternative health care delivery and payment
systems, and may in the future propose and adopt legislation effecting
fundamental changes in the health care delivery system. The Company cannot
predict the ultimate timing, scope or effect of any legislation concerning
health care reform. Any proposed federal legislation, if adopted, could
result in significant changes in the availability, delivery, pricing and
payment for health care services and products.

Various states agencies also have undertaken or are considering significant
health care reform initiatives. Although it is not possible to predict
whether any health care reform legislation will be adopted or, if adopted, the
exact manner and the extent to which the Company will be affected, it is
likely that the Company will be affected in some fashion, and there can be no
assurance that any health care reform legislature, if and when adopted, will
not have a material adverse effect on the company.

(VII) RESEARCH AND DEVELOPMENT

Technology developments occur rapidly in the computer software and hardware
industries. While the affects of such developments are uncertain, they may
have a material adverse effect on the demand for the Company's technology.
Additionally, the Medical AMIRE is still in development and has yet to be
successfully marketed. The Company's management believes that $2.5 million
will be needed to complete these processes. Accordingly the market acceptance
of this technology in unknown. The Company's success with this technology
depends on its ability to successfully produce a reliable system and to access
the market for such technology. There can be no assurance that the Company
will be able to remain competitive or that its technology, services or
products will not become subject to obsolescence.

(VIII) NUMBER OF EMPLOYEES

The Company employs 43 individuals at November 30, 1998.

ITEM 2. DESCRIPTION OF PROPERTY

The Company rents 1,700 square feet of administrative offices at 7501 North
16th Street, Suite 200, Phoenix, Arizona 85020. The lease term expires in
March 2000 and the Company pays $5.00 per square foot. In addition the
Company rents 9,460 square feet of space located at 2398 E. Camelback Road,
Suite 900, Phoenix, Arizona 85016. The lease term expires in September
2001and the Company will be paying between $23.00 and $26.00 per square foot
over the life of the lease.

The Company's development facility is 16,772 square feet and is located in
4840 East Jasmine Street, Suite 105, Mesa, Arizona 85205. The lease term
expires in June 2003 and the Company pays monthly rent of approximately
$10,000 plus a portion of the common area operating expenses.

The Company's billing and collection operation is located at 2222 South Dobson
Road, Suite 1100, Mesa, Arizona 85202. The lease term expires in May 1999 and
the Company pays monthly rent of approximately $4,300 plus a portion of the
common area operating expenses.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings nor is
any of its property subject to any such legal proceedings.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended September 30, 1998, either through
the solicitation of proxies or otherwise.

<PAGE>
Part II
________________________________

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION

The Company's common stock was approved for trading on the OTC Electronic
Bulletin Board operated by the National Association of Securities Dealers on
October 22, 1997. Prior to that date none of the Company's securities were
traded. The initial price of the Company's common stock was $2.00 on October
22, 1997. The Company's common stock presently trades under the symbol
"RIGN".

The following table sets forth the range of high and low bid prices as
reported on the OTC Electronic Bulletin Board operated by the National
Association of Securities Dealers for each quarter commencing with initial
trade date of October 22, 1997.

High Low
_______ _______
Fiscal Year 1998
December 31, 1997 $2.50 $1.625
March 31, 1998 2.375 1.10
June 30, 1998 3.50 0.825
September 30, 1998 1.938 0.375

(b) HOLDERS

As of November 30, 1998, there were approximately 610 shareholders of record.

The Company has paid no dividends to date on its Common Stock. The Company
reserves the right to declare a dividend when operations merit.

(d) RECENT SALES OF UNREGISTERED SECURITIES

The following table sets forth the sale of unregistered securities by the
Company during the fourth quarter of fiscal 1998. All of the holders depicted
acquired their shares from ISG Capital Markets (Deutschland) GmbH in Germany.
Each of these holders is a European resident. The Company sold the shares to
ISG Capital Markets (Deutschland) GmbH in a transaction exempted from Section
5 of the Securities Act of 1933 in reliance upon Regulation S (Rules 901
through 905).

Purchaser Name Date Security Total Consideration

Bussman, Christa 9-1-98 104,000 $104,000
Zimmerman, Markus 9-1-98 23,000 23,000
Stangassinger, Alfred 9-1-98 7,000 7,000

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

The Company has two wholly-owned subsidiaries who provide these services to
the healthcare industry, RIGL Technologies, Inc. ("RT") and RIGL Medical
Systems, Inc. ("RMS").

The Company has another wholly-owned subsidiary Renaissance Center, Ltd. that
provides design and implementation of asset management software for the media
and entertainment industry.

On September 1, 1998, the Company purchased 100% of the common stock of
Medical Resource Systems, Inc. This business combination was accounted for as
a pooling of interest.

Certain matters contained herein are forward-looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. These include, but are not
limited to, development of technology, products and service acceptance,
competitive actions, loss of significant customers, economic conditions and
potential government regulations.

RESULTS OF OPERATIONS

Comparison of Fiscal Year Ended September 30, 1998 with Fiscal Year Ended
September 30, 1997

Total Revenue.

Total revenue increased $51,174 to $841,045 during the year ended September
30, 1998 as compared to the $789,871 in the same period ended September 30,
1997. The majority of these revenues, $683,643 in fiscal 1998 and $753,329 in
fiscal 1997, respectively, are a result of the billing and collection fees
generated by Medical Resource Systems. In addition, the Company began to
performing consulting services to physician practices. The consulting
services provided to physicians generated approximately $85,000 in revenues in
fiscal 1998. The remaining increase was due to the continued technology
consulting services provided by Renaissance Center, Ltd. in the entertainment
and multimedia industries. In fiscal 1998 this consulting services totaled
$71,806 compared to $35,450 in fiscal 1997.

Management has recognized that recent developments in data storage and optical
transmission capabilities have greatly increased the capability to transfer,
store and retrieve data. Hierarchical communication languages can be used to
develop software applications which will make real-time access of this
information a reality as well as adding artificial intelligence to core
operating systems.

These recent developments, combined with the Company's own state of the art
proprietary technology have enabled it to look at alternative applications.
Management believes that the health services industry may provide this
alternative. This industry, though technically advanced in equipment, relies
upon out-dated record keeping and retrieval methods. The Company is actively
pursuing acquisitions and affiliations in the medical industry. Initially it
has targeted physician groups, outpatient surgical centers, skilled nursing
facilities and medical specialty organizations. It is management's intention
to continue to examine all industries for possible applications of its
proprietary technology as well as looking for opportunities to acquire other
synergistic technologies.

Management believes that the billing and collection fees will remain constant
in fiscal 1999 and consulting services to physician practices will increase
significantly in fiscal 1999.

General & Administrative Expenses.

General & administrative expenses increased $569,634 to $2,792,924 for the
year ended September 30, 1998 as compared to the $2,223,290 in the same period
of the previous year. The increases in general & administrative expenses
relate to several key components to the future success of the Company. First
are the expenses incurred associated with research and development costs
related to the Company's proprietary technology. Additional costs are due to
increased sales and marketing efforts related to the Company's proprietary
technology. Finally, general & administrative expenses increased due to the
costs incurred in securing key management personnel for both the corporate
management and development programs.

The Company had thirty employees at September 30, 1998 compared to six at
September 30, 1997. These employees were dedicated to the development of the
AMIRE system and the enrollment and operation of physician practices.
Management anticipates additional employees will be hired as the Company
progresses through the development stage of the Medical AMIRE system and
enrolls physician practices.

Depreciation expense

Depreciation expense increased $40,528 to $64,302 during the year ended
September 30, 1998 as compared to the $23,774 in the previous year. The
increase in depreciation is due to the addition of approximately $200,000 in
property and equipment during 1998. Management anticipates additional
property and equipment will be required as the Company progresses through the
development stage of the AMIRE systems. The Company has approximately $800,000
capitalized as proprietary technology as of September 30, 1998 and anticipates
additional costs will be incurred to develop the AMIRE systems. Amortization
of these costs has not been recorded as sales of the product have not begun in
earnest.

Interest Income

Interest income increased $60,861 to $78,836 during the year ended September
30, 1998 as compared to the $17,975 in the previous year. The increase is due
to the cash received on common and preferred stock subscriptions during the
current year which has given the Company a higher cash balance to invest in
interest earning accounts. These cash balances will be utilized in the future
on the development of the AMIRE system, therefore interest income could
decrease in future periods.

Income taxes

The provision for income taxes relates to minimum tax requirements in various
states that the Company does business. The Company has approximately
$3,400,000 of net operating loss carry forwards which can be used to offset
future taxable income.

Net income (loss) and weighted average shares

Net loss for the year ended September 30, 1998 was $1,941,202 (or $0.17 per
share) compared to net loss of $1,440,849 (or $0.24 per share) for the same
period of the prior year. The weighted average number of shares outstanding
for the year ended September 30, 1998 and September 30, 1997 were 11,262,744
and 6,139,918, respectively. The increase in the number of shares outstanding
was due to additional private placements of the Company's securities during
fiscal 1998. The Company anticipates additional private placements during
fiscal 1999..

FINANCIAL POSITION AND LIQUIDITY

The Company's current ratio was 7.65 to 1 at September 30, 1998. Cash and
cash equivalents increased $355,329 to $1,194,139 at September 30, 1998 from
$838,810 at September 30, 1997. The increase in cash and cash equivalents was
primarily due to payments received on common and preferred stock subscriptions
offset by cash used in operations and expenditures for capital equipment and
proprietary technology..

The Company has successfully raised capital financing of approximately
$3,000,000 during the year ended September 30, 1998 and approximately
$2,300,000 during the year ended September 30, 1997. Additional capital will
be required for the Company to fully expand its operations into all of the
potential markets. The amount of the additional capital that may be required
is dependent upon, among other things, the expansion of existing financial
resources, and the availability of other financing on favorable terms and
future operating results. Therefore, the Company's ultimate success may
depend upon its ability to raise additional capital or debt financing. There
can be no assurance that additional capital can be raised or obtained as
needed or that the Company can ultimately fulfill its business objectives.

The Company does not anticipate paying dividends on its Common Stock in the
foreseeable future.

Certain matters contained herein are forward looking statements that involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Assumptions relating to these
forward looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond control of the Company.

YEAR 2000 ISSUE

Virtually all companies and organizations are devoting resources to evaluating
the "Year 2000 Issue." This critical data management problem may have
substantial financial consequences for companies throughout the world. Most
computer systems in use today were designed and developed over many years
without regard to the impact of the upcoming century change. Because memory
was so expensive on early mainframe computers, many programs used only two
digits for the year in the date fields. As a result many computer
applications could fail completely or create erroneous results by the year
2000, unless corrective measures are taken.

The Company's management has addressed the extent of the problem as it
pertains to (i) the Company's data systems and (ii) the Company's proprietary
software for use by its future customers.

With regard to the Company's data systems, management has determined that the
Company's data systems are functionally operable to handle four digit date
fields and that the Year 2000 Issue will not materially affect future
financial results, or cause reported financial information to necessarily be
inherently unreliable as a result of the Year 2000 Issue.

With regard to the Company's proprietary software, specifically the AMIRE (TM)
systems, the Company undertook to test its application which revealed that no
modifications or replacements to significant portions of its software will be
required in order for the software to run properly after December 31, 1999.
The Company has determined that it has no material exposure to contingencies
related to the Year 2000 Issue for its AMIRE (TM) product.

Management has allocated no resources specifically to the Year 2000 Issue.
Management intends to continue to review on an ongoing basis the need for
projected expenditures and uncertainties arising from this issue. This
ongoing review will consider the consequences to the Company in the event of
the need for additional expenditures or the impact on the functional
performance and the marketability of the Company's proprietary products, such
as AMIRE (TM). However there can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely identified or
converted, or that a failure to convert by another company, or a conversion
that is incompatible with the Company's systems, would not have a material
adverse effect on the Company.

<PAGE>ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Board of Directors and Shareholders
RIGL Corporation, Inc.

We have audited the accompanying consolidated balance sheets of RIGL
Corporation, Inc. and subsidiaries (collectively, the "Company") as of
September 30, 1998 and the related consolidated statements of operations,
shareholder's equity, and cash flows for each of the two years in the period
ended September 30, 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RIGL Corporation, Inc. and
subsidiaries as of September 30, 1998, and the results of its operations and
cash flows for each of the two years in the period ended September 30, 1998 in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. During the two years ended
September 30, 1998 and 1997, the Company incurred a net loss of $1,941,202 and
$1,440,849, respectively. In addition, the Company's net cash used in
operating activities was $1,770,397 and $1,253,749, respectively, for the two
years ended September 30, 1998 and 1997, and the Company's accumulated deficit
was 4,136,604 as of September 30, 1998. Recovery of the Company's assets is
dependent upon future events, the outcome of which is indeterminable. In
addition, successful completion of the Company's transition, ultimately, to
the attainment of profitable operations is dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of sales
adequate to support the Company's cost structure. These factors, among
others, as discussed in Note 2 to the financial statements, raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

SINGER LEWAK GREENBAUM & GOLDSTEIN, LLP

Los Angeles, California
November 4, 1998
<PAGE>

RIGL CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, 1998
_____________________________________________________________________________

ASSETS
Current assets
Cash $ 1,194,139
Accounts receivable 97,122
Other current assets 4,875
__________
Total current assets 1,296,136

Equipment and improvements, net 208,243
Shareholder loans 68,000
Proprietary technology 797,663
Long-term receivables 75,000
Other assets 77,582
__________
Total assets $ 2,522,624
__________
__________

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable $ 45,717
Accrued expenses 123,788
__________
Total current liabilities 169,505

Commitments and contingencies

Shareholders' equity
Preferred stock, Series A, $0.001 par value
3,000,000 shares authorized
0 shares issued and outstanding -
Preferred stock, Series A.1, $0.001 par value
3,000,000 shares authorized
0 shares issued and outstanding -
Common stock, $0.001 par value
50,000,000 shares authorized
12,403,634 shares issued and outstanding 12,404
Treasury stock, at cost, 679,292 shares (69,822)
Additional paid-in capital 6,547,141
Accumulated deficit (4,136,604)
__________
Total shareholders' equity 2,353,119
__________
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,522,624
__________
__________

The accompanying notes are an integral part of these financial statements.
<PAGE>
RIGL CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended September 30,
_____________________________________________________________________________

1998 1997
__________ __________

REVENUE $ 841,045 $ 789,871
__________ __________
OPERATING EXPENSES
General and administrative 2,659,924 2,006,040
Stock issued to vendors for services 133,000 217,250
Depreciation 64,302 23,774
__________ __________
Total operating expenses 2,857,226 2,247,064
__________ __________

LOSS FROM OPERATIONS (2,016,181) (1,457,193)
__________ __________

OTHER INCOME(EXPENSES)
Interest expense (2,091) (1,636)
Interest income 78,838 17,975
Gain on sale of asset - 177
__________ __________
Total other income (expense) 76,745 16,516
__________ __________
LOSS BEFORE PROVISION FOR INCOME TAXES (1,939,436) (1,440,677)

PROVISION FOR INCOME TAXES 1,766 172
__________ __________
NET LOSS $(1,941,202 $(1,440,849)
__________ __________
__________ __________
BASIC LOSS PER SHARE $ (0.17) $ (0.24)
__________ __________
__________ __________
DILUTED LOSS PER SHARE $ (0.17) $ (0.24)
__________ __________
__________ __________
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 11,262,744 6,139,918
__________ __________
__________ __________

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
RIGL CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended September 30,
__________________________________________________________________________________________________________________________
Additional
Preferred Stock Common Stock Subscriptions Treasury Paid-in Accumulated
Shares Amount Shares Amount Receivable Stock Capital Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
__________ __________ __________ __________ __________ __________ __________ ___________ _________
Balance Sept. 30, 1996 35,000 35 6,113,280 $ 6,113 $ (3,470) $ - $ 782,520 $ (754,553) $ 10,645
Issuance of common stock
for services 217,250 217 217,033 217,250
Issuance of common stock
for cash 307,000 307 19,700 20,007
Cash received on
subscriptions 2,670 2,670
Issuance of preferred
stock for cash 2,264,100 2,264 2,265,540 2,267,804
Issuance of preferred
stock in payment of
operating costs 62,500 63 (63) -
Cash paid for
offering costs (2,500) (2,500)
Net Loss (1,440,849)(1,440,849)
__________ __________ __________ __________ __________ __________ ___________ __________ __________

Balance Sept. 30,1997 2,361,600 2,362 6,637,530 6,637 (800) - 3,262,230 (2,195,402) 1,075,027
Issuance of common stock
for cash in connection
with private placements 2,372,640 2,373 2,370,262 2,372,635
Issuance of common stock
for services 388,864 389 632,611 633,000
Purchase of treasury stock (69,822) (69,822)
Cash received on
subscriptions 800 800
Issuance of preferred
stock for cash 638,400 638 637,762 638,400
Conversion of Series A
preferred stock
to common stock (3,000,000) (3,000) 3,000,000 3,000 -
Offering costs (355,719) (355,719)
Common stock issued
for offering costs 4,600 5 (5) -
Net loss (1,941,202)(1,941,202)
__________ __________ __________ __________ __________ __________ ___________ __________ __________

BALANCE, SEPT. 30, 1998 - $ - 12,403,634 $ 12,404 $ - $ (69,822) $6,547,141$(4,136,604)$2,353,119
__________ __________ __________ __________ __________ __________ ___________ __________ __________
__________ __________ __________ __________ __________ __________ ___________ __________ __________

The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE>
RIGL CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30,
_____________________________________________________________________________
1998 1997
__________ __________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,941,202) $ (1,440,849)
Adjustments to reconcile net loss
to net cash used in operating
activities
Depreciation 64,302 23,774
Gain on disposal of equipment - (177)
Stock issued for services 133,000 217,250
(Increase) decrease in
Accounts receivable (68,659) (2,980)
Other current assets (1,140) 1,781
Other long-term receivables (5,000) (70,000)
Other assets (63,617) (4,776)
Increase (decrease) in
Accounts payable and accrued expenses 114,562 27,225
Due to shareholders (2,643) 5,003
Customer advance - (10,000)
__________ __________
Net cash used in operating activities (1,770,397) (1,253,749)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and improvements (193,746) (87,510)
Expenditures for proprietary technology (284,663) -
Proceeds from sale of equipment and improvements - 800
__________ __________
Net cash used in investing activities (478,409) (86,710)

CASH FLOW FROM FINANCING ACTIVITIES
Borrowing on shareholder loans 37,841 -
Payments on shareholder loans - (105,841)
Proceeds from issuance of preferred stock 638,400 2,267,804
Proceeds from issuance of common stock 2,373,435 22,677
Principle payments on note payable (20,000) -
Stock issuance costs (355,719) (2,500)
Purchase of treasury stock (69,822) -
__________ __________
Net cash provided by financing activities 2,604,135 2,182,140
__________ __________
Net increase in cash 355,329 841,681

CASH (BOOK OVERDRAFT), BEGINNING OF YEAR 838,810 (2,871)
__________ __________
CASH, END OF YEAR $ 1,194,139 $ 838,810
__________ __________
__________ __________
The accompanying notes are an integral part of these financial statements.
<PAGE>
RIGL CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont'd.)
For the Years Ended September 30,
_____________________________________________________________________________
1998 1997
__________ __________
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 2,091 $ 1,636
__________ __________
__________ __________

Income taxes paid $ 1,766 $ 50
__________ __________
__________ __________

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
The Company entered into the following non-cash transactions during the years
ended September 30, 1998 and 1997:

- During the year ended September 30, 1998, the Company issued 388,864 shares
of common stock to vendors for services rendered. Services rendered were
Valued at $633,000, of which $133,000 was charged to operations and
$500,000 was capitalized as proprietary technology.

- On September 1, 1998, the Company purchased 100% of the common stock of
Medical Resource Systems, Inc. in exchange for 100,000 shares of the
Company's common stock.

- During the year ended September 30, 1997, the Company issued 217,250 shares
of common stock to vendors for services rendered. The services were valued
at $217,250.

- During the year ended September 30, 1997, the Company issued 62,500 shares
Of common stock as payment for commissions relating to its private
placements of common stock.

The accompanying notes are an integral part of these financial statements.
<PAGE>
RIGL CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
_____________________________________________________________________________

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Nuclear Corporation of New Mexico ("NCNM") was incorporated in December
1968 for the purpose of mineral, oil, and gas exploration. The initial
amount raised for exploration activities was $300,000, and NCNM remained
active in this business until 1974. Since 1974, NCNM has been
substantially inactive, receiving only residual income from overriding
royalty interest in oil and gas leases.

In April 1994, NCNM moved its domicile from the state of New Mexico to
Nevada. From that period until its combination with Renaissance Center,
Inc. ("RenCen"), NCNM remained substantially inactive.

On June 27, 1997, in an agreement and plan of merger, all of the common
stock of RenCen, a Nevada corporation, was acquired by NCNM. In the
agreement, one share of common stock of NCNM was received by the
shareholders of RenCen for each share of RenCen's common stock held. In
addition, every one share of Series A preferred stock of RenCen was
exchanged for one share of Series A preferred stock of NCNM. In
connection with the merger agreement, NCNM changed its name to
Renaissance International Group, Inc. (Renaissance"). The merger was
accounted for similarly to a pooling of interests.

The management of Renaissance instituted a 1 -for-2 reverse split of its
common stock held by managment prior to the combination with NCNM.
Subsequently, Renaissance decreased the number of authorized shares of
common stock (par value $0.001) from 50,000,000 to 25,000,000 shares. In
addition, the number of shares issued and outstanding were reduced on the
basis of 1-for-2 with any scrip shares created as a result of the reverse
split, rounded up to the next whole share. No reduction or alterations
were made to the preferred shares of Renaissance. The name of
Renaissance was changed to RIGL Corporation, Inc. on June 22, 1998.

Subsequently, RIGL Corporation, inc. undertook several private placements
of its common and Series A preferred stock through September 30, 1998
(see Note 12).

On September 1, 1998, RIGL Corporation, Inc. purchased 100% of the common
stock of Medical Resource Systems, Inc. in exchange for 100,000 shares of
RIGL Corporation, Inc.'s common stock. The business combination was
accounted for as a pooling of interests (see Note 7).

NATURE OF BUSINESS

RIGL Corporation, Inc. is in development of an intelligent and intuitive
information access system, which RIGL Corporation, Inc. is applying
primarily to the healthcare industry. The system combines technology
with sound business practices in the support of medical information
management and controlling administrative costs. The technology is a web
centric, object oriented, modular system that provides medical practices
with a user friendly, cost effective, and comprehensive "real-time"
record system. RIGL Corporation, Inc. intends to assume total
responsibility of all administrative activities through a facilities
management approach.

RIGL Corporation, Inc. has two wholly-owned subsidiaries who provide
these services to the healthcare industry, RIGL Technologies, Inc. ("RT")
and RIGL Medical Systems, Inc. ("RMS") (collectively, the "Company").

RT is the development arm of the Company. RT has committed itself to the
development of revolutionary technologies and innovative system solutions
for the medical and multimedia/entertainment industries. RT is
developing and acquiring a palette of interrelated technologies to
provide acquisition, management, and retrieval of information.

RT is working on the design and implementation of the Asset Management
and Information Retrieval Environment ("AMIRE (TM)"). AMIRE (TM) will be
developed as a core software engine to provide information management for
complex data. AMIRE (TM) will be designed to provide a suite of services
related to the management of media rich and legacy enterprise
information. AMIRE (TM) will operate across geographically dispersed
enterprises and provide information cohesiveness.

RMS

RMS' primary objective is to create a bridge between the Medical AMIRE
(TM) development team and the ultimate end users. RMS will accomplish
this by contracting with physician practices that believe that improved
medical information management could improve the business aspects of
their practices and who are looking to advance into the latest medical
information management technology. When contracting with a physician
practice, RMS will typically enter into a Management Services Agreement
("MSA") with the practice. Pursuant to the MSA, RMS will manage the
administrative functions and medical information resources of the
practice in all respects. The practice will be solely responsible for
the rendering of medical services. RMS has targeted its primary
contracting efforts on physician practices located within the State of
Arizona.

ACQUISITIONS

The Company is actively pursuing acquisitions in the medical industry.
Initially, it has targeted physician groups, outpatient survival centers,
skilled nursing facilities, and medical specialty organizations. It is
management's intention to continue to examine all industries for possible
applications of its proprietary technology as well as looking for
opportunities to acquire other synergistic technologies.
<PAGE>
NOTE 2 - GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on
a going concern basis which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. As
shown in the financial statements, during the two years ended September
30, 1998 and 1997, the Company incurred losses of $1,941,202 and
$1,440,849, respectively. In addition, the Company's cash flow
requirements have been met by the generation of capital through private
placements of the Company's preferred and common stock. No assurance can
be given that this source of financing will continue to be available to
the Company and demand for the Company's equity instruments will be
sufficient to meet its capital needs. If the Company is unable to
generate profits and unable to continue to obtain financing for its
working capital requirements, it may have to curtail its business sharply
or cease business altogether.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability
to generate sufficient cash flow to meet its obligations on a timely
basis, to retain its current financing, to obtain additional financing,
and ultimately to attain profitability.

To meet these objectives, the Company has instituted a three-point plan:

1. Increasing sales by expanding the customer base.

2. Increasing sales through the acquisition of entities with related
services and expanding into international markets.

3. The continuation of financing provided by the majority
shareholders and placements of the Company's equity instruments
until the Company attains profitability.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

Basis of Presentation

As described in Note 2, the accompanying financial statements have been
prepared in conformity with generally accepted accounting principles
which contemplate the continuation of the Company as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might be necessary should the
Company be unable to continue in existence.

Accounts Receivable

Accounts receivable consist primarily of amounts due from customers. All
amounts are expected to be recovered, and as such, no allowance for
uncollectible amounts is deemed necessary.

Equipment and improvements

Equipment and improvements are stated at cost. Depreciation and
amortization are computed using the straight-line method over the
estimated useful lives of the related assets as follows:

Furniture and equipment 5 to 7 years
Automobiles 5 years
Leasehold improvements estimated useful life or length of
lease, whichever is shorter

Proprietary Technology

The Company capitalizes production costs incurred to further develop a
computer software product with established technological feasibility.
Amortization of these costs has not been recorded as sales of the product
have not begun in earnest. The total amount capitalized was $797,663 as
of September 30, 1998.

Treasury Stock

The Company accounts for its treasury stock under the cost method,
whereby purchases of treasury stock are recorded at the cost to the
Company.

Reverse Stock Split

During the year ended September 30, 1996, the Company preformed a 1-for-2
reverse split of its common stock. All share and per share data have
been stated to reflect this reverse split.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes," which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences
between the tax bases of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The provision for income taxes represents the
tax payable for the period and the change during the period in deferred
tax assets and liabilities.
<PAGE>
Net Loss Per Share

The Company adopted SFAS No. 128, "Earnings per Share." Basic earnings
per share is computed by dividing income available to common shareholders
by the weighted-average number of common shares available. Diluted
earnings per share is computed similar to basic earnings per share except
that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were dilutive.
Earnings per share for 1997 has been restated using the methodologies of
SFAS No. 128. Since the Company incurred a net loss for all periods
presented, basic earnings per share and diluted earnings per share are
the same.

Estimates

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

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash, accounts receivable, and
accounts payable and accrued expenses, the carrying amounts approximate
fair value due to their short maturities. The amounts shown for notes
payable also approximate fair value because current interest rates
offered to the Company for notes payable of similar maturities are
substantially the same.

Risk Concentrations

Substantially all of the Company's revenues are generated from three
customers located in Phoenix, Arizona. The loss of any one of these
customers would have substantial impact on the Company's revenues.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") issued SFAS No. 130,
"Reporting Comprehensive Income," which is effective for financial
statements with fiscal years beginning after December 15, 1997. Earlier
application is permitted. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements. The Company does not
expect adoption of SFAS No. 130 to have a material impact, if any, on its
financial position or results of operations.

The FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," effective for fiscal years beginning
after December 15, 1997. SFAS No. 131 requires a company to report
certain information about its operating segments including factors used
to identify the reportable segments and types of products and services
from which each reportable segment derives its revenues. The Company does
not anticipate any material change in the manner that it reports its
segment information under this new pronouncement.

NOTE 4 - CASH

The Company maintains cash deposits at banks located in Arizona.
Deposits at the banks are insured by the Federal Deposit Insurance
Corporation up to $100,000. As of September 30, 1998, the uninsured
portions of balances held at the banks aggregated to $1,107,896. The
Company has not experienced any losses in such accounts and believes it
is not exposed to any significant risk on cash.

NOTE 5 - EQUIPMENT AND IMPROVEMENTS

Equipment and improvements at September 30, 1998 consisted of the
following:

Furniture and equipment $ 235,981
Automobiles 13,000
Leasehold improvements 58,253
__________

307,234
Less accumulated depreciation and amortization 98,991
__________

Total $ 208,243
__________
__________

NOTE 6 - LONG-TERM RECEIVABLES

The Company has two notes receivable from customers with balances of
$45,000 and $30,000 as of September 30, 1998. The notes bear interest at
6% and 18%, respectively, and are collectible on demand. The Company
does not expect to collect the notes within the year.

NOTE 7 - ACQUISITION OF MEDICAL RESOURCE SYSTEMS, INC.

On September 1, 1998, the Company exchanged 100,000 shares of the
Company's common stock for all the outstanding stock of Medical Resource
Systems, Inc. ("MRS"). MRS primarily operates as a processor of billing
and collection services for physicians and physician groups.

This transaction has been accounted for as a pooling of interests.
Accordingly, the consolidated financial statements for all years
presented have been restated to include the accounts and operations of
MRS. The combined entities' separate operating results for the year
ended September 30, 1997 were as follows:

Net revenues
The Company $ 36,542
MRS 753,329
__________

Combined $ 789,871
__________
__________

Net income (loss)
The Company $ (1,440,883)
MRS 34
__________

Combined $ (1,440,849)
__________
__________

Net loss per common share

As previously reported $ (0.24)
__________
__________

As restated $ (0.24)
__________
__________

Separate operating results for the period from October 1, 1997 to
consummation of the combination, included in the 1998 consolidated
statement of operations, are as follows:

Net Net
Revenues Income (Loss)

The Company $ 135,344 $ (1,721,837)
MRS 638,713 (5,953)
_________ _____________

Combined $ 774,057 $ (1,727,790)
_________ _____________
_________ _____________

<PAGE>
NOTE 8 - RELATED PARTY TRANSACTIONS

As of September 30, 1998, the Company maintained two notes receivable
from officers for $32,000 and $36,000, both accruing interest at 7% per
year.

During the year ended September 30, 1998, the Company granted stock
options to purchase an aggregate of 500,000 shares of common stock to two
employees.

NOTE 9 - INCOME TAXES

Significant components of the provision for income taxes based on income
for the years ended September 30 are as follows:

1998 1997
__________ __________
Current
Federal $ - $ -
State 1,766 172
__________ __________
1,766 172
__________ __________
Deferred
Federal - -
State - -
__________ __________
- -
__________ __________

Provision for income taxes $ 1,766 $ 172
__________ __________
__________ __________

A reconciliation of the provision for (benefit from) income tax expense
with the expected income tax computed by applying the federal statutory
income tax rate to income before provision for income taxes for the years
ended September 30 is as follows:

1998 1997
__________ __________

Income tax provision computed at
federal statutory tax rate 34.0% 34.0%
Change in deferred income tax
valuation reserve (39.0) (39.0)
State taxes, net of federal benefit 6.0 6.0
Permanent differences and other - (1.0)
__________ __________
Total 1.0% - %
__________ __________
__________ __________

As of September 30, 1998, the Company had federal and state net operating
loss carryforwards of approximately $3,369,000 and $3,368,000,
respectively, which expire through 2010.

Significant components of the Company's deferred tax assets and
liabilities for federal and state income taxes as of September 30, 1997
and 1996 consisted of the following:

1998 1997
__________ __________
Deferred tax asset
Net operating loss
carryforwards $ 1,341,169 $ 476,071
Stock issued for services - 92,983
Valuation allowance (1,341,169) (569,054)
__________ __________

Net deferred tax asset $ - $ -
__________ __________
__________ __________

During the year ended September 30, 1998, the Company did not utilize its
federal net operating loss carryforwards.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases its facilities and certain equipment under non-
cancelable operating leases expiring at various dates through June 2003.
Certain leases contain renewal provisions. Future minimum lease payments
under these leases are as follows:

Years Ending
September 30,
____________

1999 $ 451,246
2000 425,085
2001 406,089
2002 390,676
2003 97,511
__________

Total $ 1,770,607
__________
__________

Rent expense was $141,754 and $61,912 for the years ended September 30,
1998 and 1997, respectively.

<PAGE>
EMPLOYMENT AGREEMENTS

During the year ended September 30, 1998, the Company entered into
various employment agreements with officers and other employees of the
Company. The agreements expire through September 2003. Under the
agreements, the Company is required to pay annual salaries as follows:

Years Ending
September 30,
_____________
1999 $ 1,154,967
2000 1,052,300
2001 1,052,300
2002 1,052,300
2003 460,348
__________

Total $ 4,772,215

CONSULTING AGREEMENT

The Company entered into a consulting agreement on February 5, 1998
related to the development of certain technologies. The agreement
requires the Company to pay consulting fees of $5,000 per month for three
years of services related to the further development and translation of
these technologies. The Company is currently disputing this agreement
and has deferred any payments until such a time as a resolution is
achieved.

LITIGATION

The Company is involved in various litigation arising in the normal
course of business. The outcome of such litigation is not expected to
have a material effect on the Company.

NOTE 11 - EMPLOYEE BENEFIT PLAN

The Company maintains a profit sharing plan established in accordance
with Section 401(k) of the Employee Retirement Income Security Act of
1974, as amended. The plan is a defined contribution plan covering
substantially all eligible employees of the Company, and all payments are
discretionary. The Company made no contributions during the years ended
September 30, 1998 and 1997.

<PAGE>
NOTE 12 - SHAREHOLDERS' EQUITY

SERIES A AND A.1 PREFERRED STOCK

In connection with its initial capitalization, the Company was authorized
to issue 3,000,000 shares of Series A convertible preferred stock. The
stock has a par value of $0.001 and is convertible to the Company's
common stock on a 1-for-1 basis at the discretion of the preferred
shareholder, under certain restrictions. Automatic conversion was to
occur when the Company's common stock became publicly traded.

During the years ended September 30, 1998 and 1997, the Company issued
638,400 and 2,326,600 shares, respectively, of its Series A convertible
preferred stock for cash and services in the amount of $638,400 and
$2,264,100, respectively. In addition, holders of the Series A
convertible preferred stock converted 3,000,000 shares of Series A
convertible preferred stock to the Company's common stock during the year
ended September 30, 1998.

During the year ended September 30, 1998, the Board of Directors
authorized the Company to issue 3,000,000 shares of Series A.1
convertible preferred stock. The stock has a par value of $0.001 and is
convertible to the Company's common stock on a 1-for-1 basis at the
discretion of the preferred shareholder, under certain restrictions. The
Company has not issued any Series A.1 convertible preferred stock to
date.

COMMON STOCK

During the year ended September 30, 1998, in connection with the private
placement of the Company's $0.001 par value common stock, the Company
issued 2,372,640 shares for cash in the amount of $2,016,915, net of
issuance costs.

During the years ended September 30, 1998 and 1997, the Company issued
388,864 and 217,250 shares, respectively, of its $0.001 par value common
stock in exchange for certain services. The services were valued at
$627,000 and $217,250, respectively.

During the years ended September 30, 1998 and 1997, in connection with
the private placement of the Company's $0.001 par value common and Series
A preferred stock, the Company issued warrants to purchase shares of its
common stock at $2.00 per share as an incentive to purchase the stock. A
warrant to purchase one common share was issued for each two shares of
Series A preferred or common stock purchased in the placements. During
the years ended September 30, 1998 and 1997, warrants to purchase
1,505,200 and 1,180,800 shares, respectively, of its common stock were
issued (see Note 13).

During the year ended September 30, 1998, the Company acquired 679,292
shares of its common stock from two Board members. 400,000 shares of
this treasury stock were gifted back to the Company for no consideration.
The remaining shares were purchased by the Company for $69,822.

At September 30, 1998, the Company had outstanding commitments to
purchase 1,627,360 shares of its common stock at $1.00 per share from an
independent market-maker in Germany. The commitment to purchase is based
on a best-efforts agreement that the market-maker can find buyers for the
Company's stock. The Company has placed 3,000,000 shares of its Series A
preferred stock and 2,370,640 shares of its common stock though this
market-maker in previous periods and fully expects to collect on this
commitment.

NOTE 13 - STOCK OPTIONS AND WARRANTS

WARRANTS

As of September 30, 1998, the Company had outstanding warrants to
purchase a total of 3,416,920 shares of common stock that were issued in
conjunction with private placement offerings and other transactions as
follows:

Number of
Shares Warrant Price Expiration
Description Allocated Per Share Date
________________________________________________________________________

Warrants issued outside the
Company's placements of
preferred and common stock 750,000 $ 2.30 Oct. 22, 1999

Warrants issued in conjunction
with the placement of the
Company's preferred and
common stock 2,666,920 $ 2.00 Oct. 22, 1999
_________________________________________________________________________

Warrants outstanding,
September 30, 1998 3,416,920
__________
__________

Warrants exercisable,
September 30, 1998 3,416,920
__________
__________

During the year ended September 30, 1998, the Company issued 1,505,520
warrants with an average warrant price per share of $2.07. Additionally,
no warrants were exercised during the year ended September 30, 1998.
<PAGE>
STOCK OPTION PLAN

The Company adopted the 1998 Stock Option Plan (the "1998 Plan") on July
6, 1998. The purpose of the 1998 Plan is to attract, retain, and motivate
the best available employees and directors by giving them incentives
which are linked directly to increases in the value of the common stock
of the Company. Each director, officer, employee, or other individual as
determined by the Board of Directors of the Company is eligible to be
considered for the grant of awards under the 1998 Plan. The maximum
number of shares of common stock that may be issued pursuant to awards
granted under the 1998 Plan is 1,500,000. Under the 1998 Plan, no
individual may receive grants of options covering more than 250,000
shares in any one calendar year. Any shares of common stock subject to
an award, which for any reason expires or terminates unexercised, are
again available for issuance under the 1998 Plan. Under the 1998 Plan,
no incentive stock option will be less than 100% of the fair market value
of the shares on the date the stock option is granted, subject to certain
provisions.

STOCK OPTION AGREEMENTS

Options and warrants were granted, which under certain agreements, allows
employees, consultants, and directors to purchase shares of common stock,
which were issued outside the 1998 Plan. These options expire upon
certain events.

The following summarizes the Company's stock option transactions:

1998 Weighted- Other Weighted-
Stock Average Stock Average
Option Exercise Options and Exercise
Plan Price Warrants Price
_________________________________________________________________________
Options outstanding,
September 30, 1997 - $ - - $ -
Granted - $ - 1,374,474 $ 2.27
_________________________________________________________________________

Options outstanding,
September 30, 1998 - $ - 1,374,474 $ 2.27
_________________________________________________________________________
_________________________________________________________________________

Options exercisable,
September 30, 1998 - $ - 1,374,474 $ 2.27
_________________________________________________________________________
_________________________________________________________________________

At September 30, 1998, the Company had options to purchase 425,474 shares
of the Company's common stock outstanding with no stated contractual
life. The remaining options outstanding have a weighted-average
contractual life of 1.24 years.

The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies Accounting
Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations in accounting for its plans
and does not recognize compensation expense for its stock-based
compensation plans. If the Company had elected to recognize compensation
expense based upon the fair value at the grant date for awards under
these plans consistent with the methodology prescribed by SFAS No. 123,
the Company's net loss and loss per share would be reduced to the pro
forma amounts indicated below:

For the Years Ended
September 30,
1998 1997
_________________________________________________________________________

Net loss
As reported $ (1,941,202) $ (1,440,849)
Pro forma $ (3,106,176) $ (1,440,849)
Loss per share
As reported $ (0.17) $ (0.24)
Pro forma $ (0.28) $ (0.24)
_________________________________________________________________________

These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense
related to grants made before 1995. The fair value of these options was
estimated at the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions for the year ended
September 30, 1998: dividend yield of 0%; expected volatility of 90%;
risk-free interest rate of 4.5%; and expected life of two years. The
weighted-average per share fair value of options granted during the year
ended September 30, 1998 was $1.87, and the weighted-average exercise
price of options granted during the year ended September 30, 1998 was
$2.27.

NOTE 14 - SUBSEQUENT EVENTS

The Company and Mountain Office Management Systems, Inc. ("MOMS"), an
Arizona corporation, entered into a stock purchase agreement, dated
November 10, 1998, whereby the Company would purchase all of the
outstanding stock of MOMS in exchange for 300,000 shares of the Company's
$0.001 par value common stock. The agreement sets forth certain
addendums, which allow for the previous shareholders of MOMS to
repurchase the shares of MOMS' stock for five years after the date of the
agreement, under certain restrictions.

On October 2, 1998, the Board of Directors authorized the creation of
2,500,000 shares of Class B preferred stock. Preferences and privileges
have not yet been determined.

<PAGE>

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial disclosures from
the inception of the Company through fiscal 1998.

At the shareholder meeting on June 22, 1998, the shareholders ratified the
approval of new auditors for the Company based upon the board of directors
recommendation.

<PAGE>
PART III
______________________________

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Information concerning the Directors and Executive Officers of the Company is
hereby incorporated by reference to the Company's definitive proxy statement
which will be filed with the Commission within 120 days after the close of the
fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

Information concerning the management remuneration is hereby incorporated by
reference to the Company's definitive proxy statement which will be filed with
the Commission within 120 days after the close of the fiscal year.
.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

Information concerning the security ownership of certain beneficial owners and
management is hereby incorporated by reference to the Company's definitive
proxy statement which will be filed with the Commission within 120 days after
the close of the fiscal year.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related party transactions is
hereby incorporated by reference to the Company's definitive proxy statement
which will be filed with the Commission within 120 days after the close of the
fiscal year.

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a) Exhibits

Except for the documents that are marked with an asterisk, each of the
documents listed below has heretofore been filed (file number 0-24217) by the
Company with the Securities and Exchange Commission (the "Commission") and
each such document is incorporated herein by reference. The documents that
are marked with an asterisk are filed herewith.

3. (i) Articles of Incorporation
(ii) Bylaws

10. Material Contracts

(i) Employment Agreement Among Kevin Jones and RIGL Corporation
(ii) Employment Agreement Among Peter de Krey and RIGL Corporation
(iii) Employment Agreement Among William D. O'Neal and RIGL Corporation
(iv) Employment Agreement Among John A. Williams and RIGL Corporation
(v) Employment Agreement Among Michael MacKay and RIGL Corporation
(vi) Memorandum of Understanding Among Tennessee Webb and RIGL Corporation
(vii) Business Combination Agreement between RIGL Medical Systems, Inc. and
Medical Resource Systems, Inc.
(viii) 1998 Stock Option Plan

21* (i) Subsidiaries of the Registrant
27* (i) Financial Data Schedule

(b) A Form 8-K was filed on September 15, 1998 announcing the Business
Combination Agreement between RIGL Medical Systems, Inc. and Medical Resource
Systems, Inc.

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.

December 28, 1998

RIGL CORPORATION

/s/ Kevin L. Jones
___________________
Kevin L. Jones,
Title: Director and President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in capacities and on the
dates indicated.

/s/ Kevin L. Jones
___________________
Kevin L. Jones,
Title: Director and President

/s/ William D. O'Neal
____________________
William D. O'Neal,
Title: Senior Vice President, General Counsel and Director

/s/ Tennessee Webb
____________________
Tennessee Webb,
Title: Director

/s/ Eugene Starr
____________________
Eugene Starr,
Title: Director

/s/ John A. Williams
____________________
John A. Williams,
Title: Chief Financial Officer

EXHIBIT 21 (i)

Subsidiaries of the Registrant

RIGL Technologies, Inc., a Nevada Corporation
Renaissance Center, Ltd., a Nevada Corporation
Renaissance Center, Inc., a California Corporation
RIGL Medical Systems, Inc., a Nevada Corporation

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