UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]   ANNUAL  REPORT  UNDER  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

[ ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM________ TO________

                         COMMISSION FILE NUMBER: 0-27551

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

             FLORIDA                                     65-0358792
(State or other jurisdiction                  (IRS Employer Identification No.)
  of incorporation or organization)


             936A BEACHLAND BOULEVARD SUITE 13, VERO BEACH, FL 32963
                    (Address of principal executive offices)

                                 (772) 231-7544
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (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  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]

      Issuer's revenues for its most recent fiscal year:    $0
                                                          -------

      As of March 1, 2005,  45,524,800  shares of the registrant's  Common Stock
were outstanding. The aggregate market value of the voting common equity held by
non-affiliates  (based on the  closing  bid price of such stock as  reported  on
March 1, 2005 by the NASD  Over-the-Counter  Bulletin  Board) was  approximately
$256,240.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

           Transitional Small Business Disclosure Format (Check One):
                                    Yes [ ]  No [X]



<PAGE>


                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

PART I

Item 1.   Description of Business..............................................1

Item 2.   Description of Properties............................................6

Item 3.   Legal Proceedings....................................................6

Item 4.   Submission of Matters to a Vote of Security Holders..................6


PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.............6

Item 6.   Management's Discussion and Analysis or Plan of Operations...........8

Item 7.   Financial Statements................................................12

Item 8.   Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure...............................................12

Item 8a.  Controls and Procedures.............................................12


PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................13

Item 10.  Executive Compensation..............................................14

Item 11.  Security Ownership of Certain Beneficial Owners and Management......15

Item 12.  Certain Relationships and Related Transactions......................16

Item 13.  Exhibits and Reports on Form 8-K....................................16

Item 14.  Principal Accountant Fees and Services..............................22


<PAGE>


                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

Summary

      Qorus.com,  Inc. ("we",  "us",  "our",  or the "Company")  plans to seek a
target company with which to merge or to complete a business combination. In any
transaction, we will be the surviving entity, and our stockholders will retain a
percentage ownership interest in the post-transaction company. The amount of the
retained  equity  ownership  by  our  stockholders  will  be  negotiated  by our
management  and the target  company.  We  currently  have no relevant  operating
business, revenues from operations or assets.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.

      To date, we have not generated any  significant  revenues.  We may require
additional  financing to execute our plan to acquire an operating  company.  The
accompanying   financial   statements  include  a  "going  concern"  explanatory
paragraph from our accountants.

History and Recent Developments

      We were  incorporated  on January  23, 1991 under the laws of the state of
Florida.  Prior to November 2001, we provided intelligent message communications
services to enterprises in the travel and hospitality sectors. In November 2001,
we sold substantially all of our assets to Avery Communications,  Inc. ("Avery")
after  which we  continued  without  material  business  assets,  operations  or
revenues.

      On June 22,  2004,  we  consummated  the  transactions  contemplated  by a
certain Securities Purchase Agreement (the "Purchase  Agreement") dated June 10,
2004, by and among the Company,  Keating  Reverse Merger Fund, LLC ("KRM Fund"),
Thurston  Interests,  LLC  ("Thurston")  and certain other  shareholders  of the
Company. The transactions resulted in a change of control of the Company.

      Prior to entering into the Purchase  Agreement,  our debt owed to Thurston
in the principal amount of $4,686,799,  together with accrued interest  totaling
$1,840,921,  was satisfied by our issuance of a convertible  promissory  note in
the  principal  amount  of  $1,228,870  (the  "First  Note")  and a  convertible
promissory  note in the  principal  amount of  $60,000  (the  "Second  Note") to
Thurston.  Both notes were  convertible  into our common  stock at a  conversion
price of $0.05 per share.  Thurston,  the  majority  stockholder  of the Company
prior to the  closing of the  Purchase  Agreement,  also paid,  on behalf of the
Company, an outstanding promissory note in the amount of $200,000, plus interest
of $10,667,  and assumed certain accounts payable and accrued expenses  totaling
$166,437,  also  treated  as a  contribution  to  capital.  As a result  of this
restructuring, the Company recorded a contribution to capital of $5,615,955.

      We also settled with an unrelated  party a debt in the amount of $100,000,
together with accrued  interest,  by the issuance of a $27,500  note,  which was
convertible,  at the election of the holder, into shares of the Company's common
stock  at  $0.05  per  share.  As  a  result  of  this  settlement,  a  gain  on
extinguishment  of debt in the amount of $141,253  was recorded and was included
in net income for the year ended December 31, 2004.

      Pursuant  to  the   Purchase   Agreement,   (i)  Thurston  and  the  Other
Shareholders  sold 8,856,064  previously  issued shares of the Company's  common
stock to KRM Fund, for a purchase price of approximately $0.0384 per share; (ii)
Thurston  sold the First Note to KRM Fund;  (iii) KRM Fund  converted  the First
Note into 24,577,395  shares of the Company's  common stock, at conversion price
of $0.05 per share; and (iv) the Company issued KRM Fund 1,000,000 shares of the
Company's  common  stock for a total  purchase  price of  $50,000,  or $0.05 per
share. Additionally, Thurston converted the Second Note into 1,200,000 shares of
the Company's common stock, at a conversion price of $0.05 per share.


                                       1
<PAGE>


      Immediately  following  the closing of the  Purchase  Agreement,  KRM Fund
purchased from an unrelated  party a convertible  promissory  note issued by the
Company in the principal amount of $27,500, which was convertible into shares of
the Company's common stock at a conversion price of $0.05 per share. KRM Fund in
turn converted this note into 550,000 shares of the Company's common stock.

      Effective as of the closing of the Purchase Agreement,  Patrick J. Haynes,
III resigned as the Chief Executive Officer and a director, Robert T. Isham, Jr.
resigned  as a director,  Thomas C.  Ratchford  resigned as the Chief  Financial
Officer,  and Kevin R. Keating was  appointed as the sole  director,  President,
Treasurer and Secretary of the Company.  Concurrently,  the principal  executive
office of the  Company  was moved to 936A  Beachland  Boulevard,  Suite 13, Vero
Beach, FL 32963.

      In quarter  ended  September  30,  2004,  we issued  2,500,000  shares for
compensation for services valued at $0.025 per share, the fair value on the date
of issuance.

      We plan to pursue and negotiate a business  combination  with an operating
company.  Ultimately,  our continuation as a going concern is dependent upon the
establishment of profitable  operations.  Because the achievement of these plans
in dependent on future events,  namely a business  combination with an operating
company,  there can be no assurance that future profitable operations will occur
as planned.

Letter of Intent

      On October 31, 2004,  we entered into a Letter of Intent to acquire  Taxus
(Cayman)  Inc.,  a company  incorporated  under the laws of the  Cayman  Islands
("Taxus").  Taxus owns and operates its business  through a Chinese wholly owned
foreign enterprise, which has exclusive management and licensing agreements with
Beijing Taxus Co. Ltd., a private Chinese enterprise ("Beijing Taxus").  Beijing
Taxus was established in 2000 and is currently headquartered in Beijing, China.

      Under the transactions  contemplated  under the Letter of Intent,  we will
acquire all of the issued and  outstanding  shares of Taxus'  capital stock from
Taxus' existing  stockholders ("Taxus  Stockholders").  In the exchange, we will
issue  shares of our common  stock to the Taxus  Stockholders  in such amount so
that, immediately after giving effect to the acquisition, the Taxus Stockholders
will own in the aggregate 88% of the Company's issued and outstanding  shares of
common stock. At the close of the  transaction,  it is  contemplated  that a new
board of directors  will be  designated by the Taxus  Stockholders  and that the
board  will  include  one  member  to be  designated  by KRM Fund,  our  current
principal  shareholder.  After the payment of certain  transaction  related fees
(including  the issuance of the  Company's  common stock to certain  finders and
advisors),  the  current  stockholders  of  the  Company  are  expected  to  own
approximately 6% of the issued and outstanding  common stock after completion of
the transaction with Taxus.

      Our  completion  of the  acquisition  is  subject to the  negotiation  and
execution of a  definitive  acquisition  agreement,  the  completion  of certain
pre-closing financing, and the delivery of financial statements of Taxus and its
subsidiaries   prepared  in  accordance  with  generally   accepted   accounting
principles in the United States of America.  There can be no assurances that the
pre-closing financing will be raised and the acquisition will be completed.

      Beijing Taxus is a bio-tech company specializing in the research, breeding
and  extraction  of Taxus plants,  also known as yew trees.  Taxus plants are an
endangered plant species, mostly grown in the northern hemisphere,  particularly
in China, India, Nepal,  United States,  Canada and Europe.  Taxol (paclitaxel),
extracted from the bark and other parts of Taxus plants, has been found to be an
effective  treatment for various forms of cancer.  Taxol  received U.S. Food and
Drug  Administration  ("FDA")  approval  in 1992 for the  treatment  of advanced
ovarian cancer,  and in 1994 for metastatic  breast cancer. In subsequent years,
the FDA has approved  Taxol for  treatment of other kinds of cancers,  including
AIDS-related Kaposi's sarcoma and non-small cell lung cancer.

      Dr. C.Y. Xie, the majority  shareholder and President of Taxus Beijing and
Taxus (Cayman),  Inc., has developed various  proprietary species and extraction
technologies  to  increase  the  growth  rate of the  Taxus  plant and its Taxol
content.  Beijing  Taxus' primary  business focus is the research,  breeding and
extraction of Taxus plants to satisfy a growing demand for Taxol as an effective
treatment of various forms of cancer.


                                       2
<PAGE>


Employees

      We currently  do not have any  employees.  Our sole officer and  director,
Kevin R.  Keating,  serves in such  capacities  without  salary  or bonus.  Upon
accepting  his position as an officer and  director in June 22, 2004,  we issued
shares of our common stock to Mr. Keating as compensation for services rendered.

      We have entered  into a contract  with Vero  Management,  LLC ("Vero") for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital  formation  services.  Vero is owned and managed by Mr. Keating.  We pay
Vero $1,000 per month for services provided to us.

Risk Factors

      An  investment  in our  common  stock  involves  investment  risks and the
possibility  of the  loss of an  investor's  entire  investment.  A  prospective
investor should evaluate all information about us and the risk factors discussed
below in relation to his financial circumstances before investing in us.

           1. No Current  Operating  Business.  We  currently  have no  relevant
operating business,  revenues from operations or assets. Our business plan is to
seek a merger or business combination with an operating business. We face all of
the risks inherent in the  investigation,  acquisition,  or involvement in a new
business  opportunity.  An investor's  purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.

           2. No  Assurance of Success or  Profitability.  There is no assurance
that we will acquire a suitable and favorable business  opportunity in a reverse
merger  transaction.  In  addition,  even if we become  involved  in a  business
opportunity,  there is no assurance  that the business we acquire will  generate
revenues or profits,  or that the value of our common  stock will  increase as a
result of the acquired business opportunity.

           3. Possible  Business - Not  Identified  and Highly Risky.  Except as
otherwise discussed with respect to the Letter of Intent, we have not identified
and have no commitments to enter into or acquire a specific business opportunity
and therefore we can disclose the risks and hazards of a business or opportunity
that we acquire  only in a general  manner,  and cannot  disclose  the risks and
hazards of any specific business or other opportunity that we may enter into. An
investor can expect a potential  business  opportunity  to be quite  risky.  Our
acquisition  of or  participation  in a business  opportunity  could result in a
total  loss  to our  investors  and  stockholders  if  the  target  business  is
unsuccessful. Further, any investment in us may continue to be highly illiquid.

           4. Type of Business  Acquired.  Except as  otherwise  discussed  with
respect to the Letter of Intent,  the type of  business  that may be acquired is
not identified.  Therefore,  our investors and stockholders  have to rely on our
management  to  determine  which  target  business  to  pursue.   There  are  no
controlling  parameters  of the business to be  acquired.  Thus,  ultimately  an
investment will depend on the target business and therefore investors in us will
be  subject  to all the  risks  that  would be  associated  with  that  selected
business.  Our  management may have the right to approve and authorize a reverse
merger  transaction  with a target  company  without  obtaining  the vote of the
majority of our stockholders.

           5.  Impracticability  of  Exhaustive  Investigation.  We have limited
funds and lack full-time  management  which will likely make it impracticable to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before we commit our limited capital and other resources to acquire
a target business. Management decisions,  therefore, likely will be made without
detailed feasibility studies, independent analysis, market surveys, and the like
which,  if we had more funds  available  to us, would be  desirable.  We will be
particularly  dependent in making  decisions  upon  information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking to be acquired by us.

           6.  Lack  of  Diversification.   Because  of  our  limited  financial
resources,  it is unlikely that we will be able to diversify our acquisitions or
operations.  The inability to diversify our  activities  into more than one area
will subject our investors and  stockholders to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the investment. We only intend to acquire a single business opportunity and thus
your investment will lack diversification.


                                       3
<PAGE>


           7. Possible  Reliance upon Unaudited  Financial  Statements.  We will
require audited  financial  statements from target  companies that we propose to
acquire.  No assurance can be given,  however,  that audited  financials will be
available  at the  closing of the  reverse  merger  transaction.  In cases where
audited  financials  are  unavailable,  we  will  have to  rely  upon  unaudited
information  received  from  target  companies'  management  that  has not  been
verified by outside auditors. We, at the time of acquisition, will be subject to
the reporting provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and thus will be required to furnish certain  information about
significant  acquisitions,   including  audited  financial  statements  for  any
business that the shell company acquires.  Consequently,  acquisition  prospects
that do not have or are unable to obtain the required audited statements may not
be  appropriate  for  acquisition so long as the reporting  requirements  of the
Exchange  Act are  applicable.  But, in cases where we have  completed a reverse
merger  transaction  in reliance on unaudited  financial  statements and audited
statements  cannot  subsequently  be  obtained,  the  continued  ability  of the
post-transaction company to remain a reporting company and publicly trading will
be in jeopardy and may significantly reduce the value of your investment.

           8.  Investment  Company  Regulation.  We  do  not  intend  to  become
classified as an "investment  company" under the Investment  Company Act of 1940
(the "Investment Act"). We believe that we will not become subject to regulation
under the  Investment  Act because (i) we will not be engaged in the business of
investing or trading in securities,  and (ii) any  acquisition  undertaken  will
result in the target company  obtaining a majority  interest in us. Should there
be  a  requirement  to  register  as  an  investment  company,  it  would  cause
significant  registration and compliance  costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are  subject  to  the  Investment  Act,  and  order  registration  under  the
Investment  Act,  we would  resist  such  finding  and take  steps to avoid such
registration.  Irrespective  of  whether  the SEC or we were to  prevail in such
dispute about whether or not we are an investment company,  however, the damages
and delays would be costly.

           9. Other Regulation.  Any acquisition made by us may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities. Foreign companies may also be considered, and be subject to similar
business  regulations  as are  applicable  in the United  States and also may be
subject to limitations on ownership by foreign persons and entities.  Compliance
with such  regulations  and  licensing  can be expected to be a  time-consuming,
expensive process and may limit our other investment opportunities. We intend to
pursue potential business  opportunities in foreign countries,  including China,
and as such,  such  opportunities  will be subject to foreign  country  laws and
regulations   affecting  foreign  investment,   business  operations,   currency
exchange, repatriation of profits, and taxation, which will increase the risk of
your investment.

           10. Dependence upon Management. We will be heavily dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management  may devote limited time to our affairs,  which may be inadequate
for our  business,  and may delay the  acquisition  of any business  opportunity
considered.   Furthermore,   management   has  little   experience  in  seeking,
investigating,  and  acquiring  businesses  and will  depend  upon  its  limited
business  knowledge in making decisions  regarding our acquisition of a business
opportunity.  Because  investors  will not be able to  evaluate  the  merits  of
possible  business  acquisitions  by  us,  they  should  critically  assess  the
information concerning the management.

           11.  Dependence  upon Outside  Advisors.  To supplement  the business
experience of management,  we may be required to employ  accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. Some of these
outside  advisors  may be our  affiliates  or  their  affiliated  entities.  The
selection of any such advisors will be made by our management  without any input
from stockholders.

           12.  Conflicts  of  Interest.   Our  management  has  other  business
interests to which they will devote primary attention. As a result, conflicts of
interest  may arise that can be resolved  only  through the  exercise by them of
their judgment as may be consistent with their fiduciary duties.  Our management
will try to resolve conflicts to the best advantage of all concerned,  but there
may be times when an  acquisition  opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse.  It is
also  expected  that we will engage  Keating  Securities,  LLC, an  affiliate of
Keating Investments, LLC, the managing member of our controlling stockholder, to
act as a financial advisor in connection with the reverse merger transaction for
which it may earn a cash and/or equity fee.


                                       4
<PAGE>


           13. Need for  Additional  Financing.  In all  likelihood we will need
additional  funds  to  take  advantage  of any  available  acquisition  business
opportunity.  Even if we were to obtain  sufficient funds to acquire an interest
in a business  opportunity,  we may not have sufficient capital to fully exploit
the  opportunity.  Our  ultimate  success  will depend upon our ability to raise
additional  capital  at  the  time  of  the  acquisition  and  thereafter.  When
additional  capital may be needed,  there can be no assurance that funds will be
available  from any  source  or,  if  available,  that they can be  obtained  on
acceptable terms.

           14.  Borrowing   Transactions.   There  is  a  possibility  that  any
acquisition of a business  opportunity by us will require  borrowing against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future  revenues or profits of the business  opportunity.  This  leverage  could
increase our exposure to larger losses.  There is no assurance that any business
opportunity  acquired  through  borrowing and leverage will generate  sufficient
revenues to cover the related debt and expenses.

           15. No Foreseeable Dividends.  We do not intend to pay any dividends.
We do not foresee making any cash  distributions  in the manner of a dividend or
otherwise.

           16. Loss of Control by Present  Management  and  Stockholders.  It is
likely that any  acquisition of an operating  company will result in a change in
control of the then current directors, officers and the stockholders. Therefore,
our management  prior to the acquisition  will be changed to those of the target
company and its  stockholders,  who will then control the combined  company.  At
that time, our  stockholders  will be at investment risk for the decisions about
the  business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

           17.  Dilutive  Effects of Issuing  Additional  Common  Stock.  In any
reverse merger transaction,  for tax reasons and management reasons,  the owners
of the target  company  will be issued a large  number of shares of common stock
which  will  dilute the  ownership  interest  of our  current  stockholders.  In
addition,  at the time of the reverse merger,  it will be likely that there will
be  additional  authorized  but unissued  shares that may be later issued by the
then  new  management  for  any  purpose  without  the  consent  or  vote of the
stockholders.  The acquisition  issuance and additional issuances that may occur
will  dilute  the  interests  of  our  stockholders  after  the  reverse  merger
transaction.

           18.  Thinly-traded  Public Market. Our securities will be very thinly
traded,  and the  price if traded  may not  reflect  the  value of the  company.
Moreover,  there may be a reverse  split of the shares which may not reflect the
value of the company  either.  There can be no  assurance  that there will be an
active market for our shares either now or after we complete the reverse merger.
The market  liquidity  will be  dependant  on the  perception  of the  operating
business  and any steps that its  management  might take to bring the company to
the awareness of investors.  There can be no assurance  given that there will be
any  awareness  generated.  Consequently  investors may not be able to liquidate
their  investment  or  liquidate  it at a price that  reflects  the value of the
business.  If a more  active  market  should  develop,  the  price may be highly
volatile.  Because there may be a low price for our  securities,  many brokerage
firms may not be willing to effect  transactions in the  securities.  Even if an
investor finds a broker willing to effect a transaction in the  securities,  the
combination  of brokerage  commissions,  transfer fees,  taxes,  if any, and any
other  selling  costs may  exceed  the  selling  price.  Further,  many  lending
institutions  will not permit the use of such  securities as collateral  for any
loans.

           19.  Possible  Rule 144 Sales.  The majority of our shares  currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities  Act of 1933,  as amended (the "Act").  As restricted  shares,  these
shares may be resold only  pursuant to an  effective  registration  statement or
under  the  requirements  of  Rule  144  or  other  applicable   exemption  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities  for a period of one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the restricted  securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will


                                       5
<PAGE>


likely be deemed an affiliate  until 90 days after a reverse merger is completed
with a target company.  After such 90-day period,  and assuming said shares have
been held for more than two years,  these stockholders may be able to sell their
shares  without  volume  restrictions.  A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our  shares,  may have a  depressive  effect upon the price of our shares in any
market that may develop.

ITEM 2.   DESCRIPTION OF PROPERTIES.

      From June 22, 2004 to December 31, 2004,  we operated  from the offices of
Vero. We have a management agreement with Vero under which Vero provides us with
managerial and administrative services in exchange for $1,000 per month.

      We do not own any real or  personal  property  nor do we have any plans to
acquire  any  real  or  personal  property  in the  future.  We do not  own  any
significant  business  operating  assets.  We do  not  maintain  any  policy  of
insurance to insure any property or business operations.


ITEM 3.   LEGAL PROCEEDINGS.

        We are not aware of any pending or threatened legal proceedings in which
we are involved.

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

      There were no matters  submitted to a vote of our stockholders  during the
fourth quarter of the fiscal year ended December 31, 2004.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
          BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

      Our  common  stock is  traded  from  time to time on the  over-the-counter
market, and quotations may be found in NASD's  Over-the-Counter  Bulletin Board.
Shares of our common stock are traded under the symbol "QRUS".  Our common stock
trades only  sporadically  and has  experienced  in the past, and is expected to
experience in the future,  significant price and volume volatility. Our stock is
currently available for trading on NASD's Over-the-Counter Bulletin Board. Based
on information  available to us, the  quotations  below reflect the high and low
bid  quotation  for  our  stock  on the  Over-the-Counter  Bulletin  Board.  The
quotations  reflect  inter-dealer  prices and do not  include  retail  mark-ups,
mark-downs  or  commissions.  The  prices  do  not  necessarily  reflect  actual
transactions.

                        2004                        HIGH            LOW
                   --------------                ----------     ----------
                   First Quarter                 $    0.050     $    0.020
                   Second Quarter                $    0.050     $    0.020
                   Third Quarter                 $    0.040     $    0.015
                   Fourth Quarter                $    0.080     $    0.025


                                       6
<PAGE>


                        2003                        HIGH            LOW
                   --------------                ----------     ----------
                   First Quarter                 $    0.010     $    0.001
                   Second Quarter                $    0.020     $    0.003
                   Third Quarter                 $    0.010     $    0.005
                   Fourth Quarter                $    0.060     $    0.005


      As of December  31,  2004,  we had  45,524,800  shares of our common stock
outstanding.  There were 140  holders of record of our common  stock at December
31, 2004. Our transfer agent is Florida Atlantic Stock Transfer,  Inc., Tamarac,
FL.

      We have neither paid nor declared cash distributions or dividends,  and we
do not  intend to pay cash  dividends  on our  common  stock in the  foreseeable
future.  We currently intend to retain all earnings,  if and when generated,  to
finance our operations.  The declaration of cash dividends in the future will be
determined  by the  board  of  directors  based  upon  our  earnings,  financial
condition, capital requirements and other relevant factors.

Recent Sales of Unregistered Securities.

      Pursuant to an Amendment to the Asset Purchase  Agreement by and among the
Company, Avery and certain other parties entered into in March 2002, the Company
agreed to eliminate a royalty  obligation  in exchange for a cash payment in the
amount of $100,000, the return of 3,010,000 shares of the Company's common stock
held by Thurston  Communications,  Inc ("TCI") and the  cancellation  of options
held by TCI to purchase  1,066,500  shares of the  Company's  common  stock at a
price of $0.01 each.

      In October  2003,  the Company  cancelled  275,000  shares of common stock
previously issued to Customer Care & Technology Holdings, Inc. ("CCT"), when CCT
indicated that it did not have the financial  resources to pay $2,750 owed under
a subscription note receivable.

      Effective  June  22,  2004,   Thurston   Interests,   LLC  and  the  other
stockholders  sold 8,856,064  previously  issued shares of the Company's  common
stock to KRM Fund, for a purchase price of $340,000,  or  approximately  $0.0384
per share.  The Company also issued KRM Fund  1,000,000  shares of the Company's
common stock for a total purchase price of $50,000, or $0.05 per share. KRM Fund
also converted a promissory note in the principal amount of $1,228,869.75, which
it acquired from Thurston  Interests for $10,000,  into 24,577,395 shares of the
Company's  common stock. KRM Fund also converted a promissory note in the amount
of $27,500,  which it acquired  from a third party,  into 550,000  shares of the
Company's common stock. Thurston Interests, LLC also converted a promissory note
in the principal amount of $60,000 into 1,200,000 shares of the Company's common
stock.

      During the three months ended September 30, 2004, the Company issued:  (i)
2,000,000 shares of restricted  common stock to Kevin R. Keating,  the Company's
sole director and officer,  for services  rendered  valued at $50,000,  the fair
value on the date of issuance,  and (ii)  500,000  shares of  restricted  common
stock to an outside consultant for services rendered valued at $12,500, the fair
value on the date of issuance.

      In connection with the above stock issuances,  the Company did not pay any
underwriting discounts or commissions. None of the sales of securities described
or referred to above was registered under the Securities Act of 1933, as amended
(the  "Securities  Act").  Each of the  purchasers  fell into one or more of the
categories that follow:  an existing  shareholder of the Company,  a creditor of
the Company,  a current or former officer or director of the Company,  a service
provider to the Company,  or an accredited  investor with whom the Company or an
affiliate  of the Company had a prior  business  relationship.  As a result,  no
general  solicitation  or advertising  was used in connection with the sales. In
making the sales  without  registration  under the  Securities  Act, the Company
relied  upon  one or more  of the  exemptions  from  registration  contained  in
Sections 4(2) of the Securities  Act, and in Regulation D promulgated  under the
Securities Act.


                                       7
<PAGE>


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

Forward-Looking Statements

      The following  discussion may contain certain  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Act of 1934.  Such  statements  are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans  and  objectives  of  management  for  future  growth of the  Company,
including plans and objectives  related to the  consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that  involve  numerous  risks and  uncertainties.  Assumptions  relating to the
foregoing  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 the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form 10-KSB will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

      The words "we," "us" and "our" refer to the Company.  The words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify  "forward-looking  statements."  Actual  results  could
differ  materially from those  projected in the forward looking  statements as a
result of a number of risks and uncertainties, including but not limited to: (a)
limited  amount of resources  devoted to achieving  our business  plan;  (b) our
failure to  implement  our  business  plan within the time period we  originally
planned to  accomplish;  (c) because we are  seeking to merge with an  operating
business  which has not yet been  identified,  you will be  unable to  determine
whether we will ever become  profitable;  and (d) other risks that are discussed
in this Form 10-KSB or included in our previous  filings with the Securities and
Exchange Commission.

Plan of Operations

GENERAL BUSINESS PLAN

      Our plan of operation  is to seek a target  company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage  ownership interest in the
post-transaction  company.  The amount of the retained  equity  ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or  equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse  merger.  These third party advisors may include  certain  affiliates of
ours and their affiliated entities.

      Typically in connection with the reverse merger  transaction  involving us
and the target  company,  there will be a capital  funding  event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter.  This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger.  If the
funding event is after the reverse  merger,  it will likely be a public offering
or  private  placement  of our  securities.  It will  often be the case that the
liquidity  opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target  enterprise to have  liquidity in the
market for their financial investment.  Therefore,  our stockholders may have to
continue to hold their  investment or may face competition in being able to sell
their shares in the  post-transaction  business in the public market,  which may
depress the price for such a volume of securities.

      We will not  restrict  our search to any  specific  business,  industry or
geographic  location,  and we may participate in a business venture of virtually
any kind or nature.  This  discussion  of our plan for  acquiring  an  operating
business is purposefully  general,  and it is not meant to be restrictive of the
virtually  unlimited  discretion to search for and enter into potential business
opportunities.  We anticipate  that we will be able to  participate  in only one
potential  business venture because of our nominal assets and limited  financial
resources.


                                       8
<PAGE>


      We may seek a business  opportunity  with  entities  which  have  recently
commenced operations,  or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic  conditions,  rapid technological  advances being
made in some  industries  and  shortages of available  capital,  we believe that
there are  numerous  potential  targets  with  either  sound  business  ideas or
operations  seeking the benefits of a shell  company that has complied  with the
federal  reporting  requirements for public  companies and is publicly  trading.
Such  benefits  may  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  We have,  and will continue to have,  limited
capital  with which to provide  the owners of  business  opportunities  with any
significant cash or other assets. We will,  however,  be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an  issuer  who has  complied  with the  reporting  requirements  under  federal
securities  laws  without  incurring  the cost and time  required  to conduct an
initial public offering.

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of, our management who will likely engage outside  advisors to
assist us in this analysis.  Some of these outside advisors may be affiliates of
ours or their  affiliated  entities.  We intend to  concentrate  on  identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our officers and directors,  or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available  technical,  financial and managerial  resources;  (ii)
working capital and other financial  requirements;  (iii) history of operations,
if any and  prospects  for the  future;  (iv)  nature of  present  and  expected
competition;  (v) quality,  experience  and depth of management  services;  (vi)
potential for further research,  development or exploration; (vii) specific risk
factors not now  foreseeable  but that may be anticipated to impact the proposed
activities  of the  company;  (viii)  potential  for growth or  expansion;  (ix)
potential  for  profit;  (x) public  recognition  and  acceptance  of  products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
or our advisors expect to meet  personally with or interview  management and key
personnel.

      We may also have to compensate  certain  advisors,  finders and investment
banking firms for services  rendered in connection  with the  identification  of
target   operating   companies  and  the   negotiation  and  completion  of  the
transaction. Due to our limited resources, it is expect that all or a portion of
this  compensation will be in the form of our common stock or from cash provided
by the target  company or the funding event.  Additional  issuance of our common
stock will have a further  dilutive  effect on the percentage of shares held our
stockholders. Keating Securities, LLC, an affiliate of Keating Investments, LLC,
the managing member of our controlling stockholder, will also act as a financial
advisor in connection  with the reverse  merger  transaction  and will be paid a
cash and/or equity fee upon the successful closing of the reverse merger.

      We will not acquire or merge with any company for which audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

ACQUISITION OPPORTUNITIES

      In implementing a structure for a particular business acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger  transaction with a target company without  obtaining
the vote of the majority of our  stockholders.  Further,  upon consummation of a
reverse  merger  transaction,  it is probable  that our present  management  and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the  reverse  merger  transaction,  may  resign  and may be
replaced by new directors without a vote of our stockholders.  Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.


                                       9
<PAGE>


      It is anticipated that certain  securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction,  we will be asked to agree
to register all or a part of such securities  immediately  after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current  outstanding  shares
which are  restricted,  but there is no guarantee that this will be accomplished
or,  if  accomplished,   that  the  registration   rights  identical.   If  such
registration  occurs, it will be undertaken by the surviving entity after it has
successfully  consummated  a  reverse  merger  and is no  longer  considered  an
inactive  company.  The issuance of substantial  additional  securities by us in
connection  with the reverse  merger and their  potential  sale into any trading
market which may develop in our securities  may have a depressive  effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

      While  the  actual  terms  of  a  reverse  merger  transaction  cannot  be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby  structure the
business  transaction in a so-called  "tax-free"  reorganization  under Sections
368(a)(1) or 351 of the Internal  Revenue Code (the "Code").  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current  stockholders
would be less  than 20  percent  of the  issued  and  outstanding  shares of the
surviving  entity.  This  would  result in  significant  dilution  in the equity
interests of our stockholders.

      In addition to the tax  considerations  discussed above, it is likely that
in any reverse  merger,  and  depending  upon,  among other  things,  the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction  company. The
percentage  ownership  may be subject to  significant  reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will  participate in a business  opportunity only after the negotiation
and  execution  of  appropriate  written  agreements.  Although the terms of the
acquisition  agreements cannot be predicted,  generally such agreements will (i)
require  specific  representations  and  warranties by all of the parties;  (ii)
specify certain events of default and remedies therefor;  (iii) detail the terms
of closing and the  conditions  which must be  satisfied  by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs,  including
costs   associated   with  our   attorneys  and   accountants;   (v)  set  forth
indemnification provisions; and (vi) include miscellaneous other terms.

      As stated above, we will not acquire or merge with any entity which cannot
provide independent  audited financial  statements within a reasonable period of
time after closing of the proposed  transaction.  Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a  Current  Report  on Form  8-K,  required  to be  filed  with  the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB,  as  applicable).  If
such audited financial  statements are not available at closing,  or within time
parameters necessary to insure compliance with the reporting  requirements under
federal securities laws, or if the audited financial  statements provided do not
conform to the  representations  made by the  business to be  acquired,  we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction.  However,  there  is no  guarantee  that we will be  successful  in
including  such a provision  and,  in such case,  the  continued  ability of the
post-transaction  company to remain a reporting company and publicly trading may
be in jeopardy.

COMPETITION

      We are an  insignificant  participant  among the firms which engage in the
reverse  merger of shell  companies into an operating  business.  There are many
established  venture  capital and  financial  concerns  that have  significantly
greater financial and personnel  resources and technical expertise than we have.
In view of our limited financial resources and limited management  availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.  As a result,  we may not be able to find suitable target companies
with which to complete a reverse merger transaction.


                                       10
<PAGE>


Results of Operations

YEAR ENDED DECEMBER 31, 2004 AS COMPARED WITH DECEMBER 31, 2003

      The Company  generated net income of $134,014 for the year ended  December
31, 2004, as compared with a net loss of ($805,553)  for the year ended December
31, 2003,  an increase of $939,567.  This increase is comprised of the reduction
of general and  administrative  expenses of $138,606,  the reduction of interest
expense of  $290,374,  and an increase in debt  forgiveness  income of $510,587.
Income tax expense was not  recorded  for 2004 due to the effects of  cumulative
net operating loss carryforwards which are available to offset taxable income.

      General and  administrative  expenses  decreased from $303,837 in the year
2003 to $165,231 in the year 2004.  This  decrease is primarily the result of an
approximately $125,000 decrease in rent expense from 2003 to 2004 as a result of
the Company's  successful  termination of its office lease in Fairfax, VA in the
first quarter of 2004.  Legal fees also declined from 2003 to 2004 due primarily
to the decrease in  operating  activity of the Company  following  the change in
control.

      Interest  expense  decreased  from  $503,000  in 2003 to $212,626 in 2004,
primarily as a result of the  elimination  of Company debt in June,  2004 with a
principal balance of approximately $4,987,000.

      Debt forgiveness income increased from $1,284 in 2003 to $511,871 in 2004.
In the first quarter of 2004, the Company reached an agreement with the landlord
of office  space in  Fairfax,  VA. The  Company  was  approximately  $372,000 in
arrears  for rent.  In  exchange  for a cash  payment  of $1,500,  the  landlord
released the Company from all past and future rental  obligations for the office
space,  resulting in debt forgiveness income of $370,618.  In the second quarter
of 2004,  the Company  settled a $100,000  note plus interest  totaling  $68,753
through the  issuance of a  replacement  convertible  note with a face amount of
$27,500, resulting in the recording of debt forgiveness income of $141,253.


Liquidity and Capital Resources

      A summary of the Company's  operating,  investing and financing activities
is as follows:

                                                     2004                2003
                                                  ---------           ---------
Cash flows from:
Operating activities                              $ (57,541)          $(184,919)
Investing activities                                     --                  --
Financing activities                                 50,000             206,200

      In 2004,  the  Company  received  proceeds  of $50,000 for the sale of its
common stock. At December 31, 2004, the Company had current assets,  in the form
of cash,  totaling  $13,886.  Management  considers it possible that  additional
funds may need to be raised,  either through loans or via private  placements of
common stock,  to sustain the  Company's  liquidity in the near term. In January
2005, the Company received a refundable advance of $50,000 which will be used to
provide  working  capital for activities  associated  with a potential  business
combination.

Going Concern

        The Company has sustained recurring  operating losses,  currently has no
source of operating revenue,  and has only limited working capital with which to
pursue its  business  plan,  which  contemplates  the  completion  of a business
combination with an operating company. The amount of capital required to sustain
operations until the successful  completion of a business combination is subject
to future  events and  uncertainties.  It may be  necessary  for the  Company to
secure  additional  working capital through loans or sales of common stock,  and
there can be no  assurance  that such  funding  will be available in the future.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.


                                       11
<PAGE>


Critical Accounting Policies

      Use of Estimates

      The  preparation  of financial  statements in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
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.

      Deferred Taxes

      The Company  utilizes the asset and liability  approach to accounting  and
reporting  for income  taxes.  Deferred  income tax assets and  liabilities  are
computed annually for differences between the financial statements and tax basis
of assets and liabilities  that will result in taxable or deductible  amounts in
the future  based on enacted  tax laws and 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. Income tax expense or benefit is the tax payable
or  refundable  for the  period  plus or minus the  change  during the period in
deferred tax assets and liabilities.


ITEM 7.   FINANCIAL STATEMENTS.

      The  following  financial  statements  required  by this  item  are  filed
herewith following the signature page to this report:

                                                                            PAGE
Report of Independent Registered Public Accounting Firm                      F-1
Balance Sheets as of December 31, 2004 and 2003                              F-2
Statements of Operations for the years ended
  December 31, 2004 and 2003                                                 F-3
Statements of Stockholders' Equity (Deficit) for the years ended
  December 31, 2004 and 2003                                                 F-4
Statements of Cash Flows for the years ended December 31, 2004 and 2003      F-5
Notes to Financial Statements                                             F-6-12


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

      There were no  disagreements  with KBA Group LLP, whether or not resolved,
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope or  procedure,  which,  if not  resolved to KBA
Group's  satisfaction,  would have  caused it to make  reference  to the subject
matter of the disagreement(s) in connection with its report.


ITEM 8A.  CONTROLS AND PROCEDURES

      As of the end of the period covered by this report,  the Company conducted
an evaluation,  under the  supervision and with the  participation  of the Chief
Executive  Officer and Chief  Financial  Officer,  of the  Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
1934 Act.  Based on this  evaluation,  the  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the 1934 Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange  Commission rules and forms.  There was no change in the
Company's  internal  control over financial  reporting during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.


                                       12
<PAGE>


                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The  following  table  sets  forth the  names,  positions  and ages of our
executive  officers and  directors.  All of our  directors  serve until the next
annual  meeting of  stockholders  or until  their  successors  are  elected  and
qualify.  Officers  are  elected by the board of  directors  and their  terms of
office  are,  except to the  extent  governed  by  employment  contract,  at the
discretion of the board of directors.  There is no family  relationship  between
any director,  executive officer or person nominated or chosen by the Company to
become a director or executive officer.

<TABLE>
<CAPTION>

              NAME                      AGE                          POSITION                               TERM
---------------------------------   -------------   --------------------------------------------   -----------------------
<S>                                 <C>             <C>                                            <C>
Kevin R. Keating (1)                     65         President, Treasurer, Secretary and                    1 Year
                                                    Director
</TABLE>


      (1) Mr. Keating became  President,  Secretary,  Treasurer,  and a director
effective June 22, 2004.


      Mr.  Keating,  sole  Director,  President,  Secretary and Treasurer of the
Company,  is an  investment  executive  and for the past nine years has been the
Branch  Manager of the Vero Beach,  Florida,  office of  Brookstreet  Securities
Corporation.  Brookstreet  is a  full-service,  national  network of independent
investment  professionals.  Mr. Keating services the investment needs of private
clients with special  emphasis on equities.  For more than 35 years, he has been
engaged in various  aspects of the investment  brokerage  business.  Mr. Keating
began his Wall Street career with the First Boston  Company in New York in 1965.
From 1967  through  1974,  he was  employed  by several  institutional  research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982,  Mr. Keating was the President and Chief  Executive  Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of  individual  investors.  Mr.  Keating is also the  manager and sole
member of Vero  Management,  LLC,  which  has a  management  agreement  with the
Company.


Audit Committee and Audit Committee Financial Expert

      The Company is not a "listed company" under SEC rules and is therefore not
required to have an audit  committee  comprised of  independent  directors.  The
Company  does  not  currently  have an audit  committee,  however,  for  certain
purposes  of the  rules  and  regulations  of the SEC,  the  Company's  board of
directors is deemed to be its audit committee.  The Company's board of directors
has  determined  that its  members  do not  include  a person  who is an  "audit
committee  financial  expert" within the meaning of the rules and regulations of
the SEC. The board of directors has determined  that each of its members is able
to read and understand  fundamental  financial  statements  and has  substantial
business  experience  that results in that  member's  financial  sophistication.
Accordingly,  the board of directors  believes that each of its members have the
sufficient  knowledge  and  experience  necessary  to  fulfill  the  duties  and
obligations that an audit committee would have.



                                       13
<PAGE>


No Code of Ethics

      The Company  has not  adopted a code of ethics  that  applies to the Chief
Executive  Officer  and Chief  Financial  Officer  because it has no  meaningful
operations. The Company does not believe that a formal written code of ethics is
necessary at this time.

Conflicts of Interest

      Certain  conflicts  of  interest  existed  at  December  31,  2004 and may
continue to exist  between the Company and its officers and directors due to the
fact that each has other  business  interests to which they devote their primary
attention.  Each officer and director may continue to do so notwithstanding  the
fact that management time should be devoted to the business of the Company.

      Certain  conflicts  of  interest  may exist  between  the  Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and  conflicts of interest may
arise that can be resolved  only through the exercise by  management  their best
judgment as may be consistent with their fiduciary  duties.  Our management will
try to resolve  conflicts to the best advantage of all concerned,  but there may
be times  when an  acquisition  opportunity  is given to  another  entity to the
disadvantage of our stockholders and for which there will be no recourse.  It is
also  expected  that we will engage  Keating  Securities,  LLC, an  affiliate of
Keating Investments, LLC, the managing member of our controlling stcokholder, to
act as a financial advisor in connection with the reverse merger transaction for
which it may earn a cash and/or equity fee.

Board Meetings and Committees

      The Directors and Officers will not receive  remuneration from the Company
unless approved by the Board of Directors or pursuant to an employment contract.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment  shall  preclude  any  Director  from  serving  the Company in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive  committee and one or more other  committees.  No such committees have
been appointed.

Section 16(a) Beneficial Ownership Reporting

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that  directors,  executive  officers  and  persons who own more than 10% of the
outstanding common stock of certain reporting  companies file initial reports of
ownership  and reports of changes in  ownership  in such  common  stock with the
Securities and Exchange Commission ("SEC"). Officers, directors and stockholders
who own more  than 10% of the  outstanding  common  stock of  certain  reporting
companies are required by the SEC to furnish such  companies  with copies of all
Section  16(a)  reports  they file.  The Company is not  required to comply with
Section 16(a). Accordingly, stock ownership information contained in this report
is based on what is known to the Company.

ITEM 10.  EXECUTIVE COMPENSATION

The following  Executive  Compensation Chart highlights the compensation for our
executive  officers.  No other executive  officers  received salary and bonus in
excess of $100,000 for the prior three fiscal years.


                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                                                    LONG TERM COMPENSATION
                                                                         -----------------------------------------
                                          ANNUAL COMPENSATION                         AWARDS             PAYOUTS
------------------------------ ----------------------------------------- ---------------------------- ------------ --------------
          NAME                                                                             SECURITIES
           AND                                               OTHER         RESTRICTED      UNDERLYING               ALL OTHER
        PRINCIPAL                                            ANNUAL      STOCK AWARD(S)     OPTIONS/      LTIP     COMPENSATION
        POSITION         YEAR   SALARY ($)  BONUS ($)   COMPENSATION ($)      ($)           SARS (#)    PAYOUTS ($)     ($)
----------------------- ------ ----------- ----------- ----------------- --------------- ------------ ------------ --------------
<S>                     <C>    <C>         <C>         <C>               <C>             <C>          <C>          <C>
Kevin R. Keating         2004       $0         $0              $0             N/A              N/A        N/A        $50,000
(Pres., Secr., and
Treas.) (1)
----------------------- ------ ----------- ----------- ----------------- --------------- ------------ ------------ --------------
Patrick J. Haynes (CEO)  2004       $0         $0              $0             N/A              N/A        N/A          N/A
(2)                      2003       $0         $0              $0             N/A              N/A        N/A          N/A
                         2002       $0         $0              $0             N/A              N/A        N/A          N/A
----------------------- ------ ----------- ----------- ----------------- --------------- ------------ ------------ --------------
Thomas C. Ratchford      2004       $0         $0              $0             N/A              N/A        N/A          N/A
(CFO) (3)                2003       $0         $0              $0             N/A              N/A        N/A          N/A
                         2002       $0         $0              $0             N/A              N/A        N/A          N/A
----------------------- ------ ----------- ----------- ----------------- --------------- ------------ ------------ --------------
</TABLE>


(1)   Mr.  Keating  became  President,  Secretary,  Treasurer,  and  a  director
      effective  June 22, 2004. On July 27, 2004, the Company issued Mr. Keating
      2,000,000  shares  of its  common  stock  in  consideration  for  services
      rendered by him, valued at $50,000.

(2)   Mr. Haynes became Chief  Executive  Officer  effective  March 15, 2001 and
      resigned effective June 22, 2004.

(3)   Mr. Ratchford became Chief Financial  Officer  effective  October 2000 and
      resigned effective June 22, 2004.

      There was no other  compensation  paid to Kevin R. Keating  during 2004 in
his  capacity  as an officer or director  of the  Company.  There were no option
grants to Kevin R. Keating  during the fiscal year ended  December 31, 2004, and
no options  were  exercised  by Kevin R.  Keating  during the fiscal  year ended
December 31, 2004.

      We did not pay any compensation to any director in 2002, 2003 and 2004.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      We have set forth in the following table certain information regarding our
common stock beneficially owned on December 31, 2004 for (i) each shareholder we
know to be the beneficial  owner of 5% or more of our outstanding  common stock,
(ii) each of our  executive  officers  and  directors,  and (iii) all  executive
officers  and  directors  as a group.  In  general,  a person  is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct the voting of such security,  or the power to dispose or to direct the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of which  the  person  has the right to  acquire  beneficial
ownership  within 60 days. To the best of our knowledge,  all persons named have
sole  voting  and  investment  power  with  respect  to such  shares,  except as
otherwise noted. There are not any pending or anticipated  arrangements that may
cause a change in control of the  Company.  At  December  31,  2004,  45,524,800
shares of our common stock were outstanding.


                                       15
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------- ----------------------------------- ------------------------
                      NAME                        NUMBER OF SHARES BENEFICIALLY OWNED     PERCENT OF SHARES
------------------------------------------------- ----------------------------------- ------------------------
<S>                                               <C>                                 <C>
Kevin R. Keating                                             2,000,000 (1)                      4.4%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
------------------------------------------------- ----------------------------------- ------------------------
Keating Reverse Merger Fund, LLC                             34,983,459 (2)                     76.8%
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
------------------------------------------------- ----------------------------------- ------------------------
All Executive Officers and Directors as a group                2,000,000                        4.4%
------------------------------------------------- ----------------------------------- ------------------------
</TABLE>

(1)   Kevin R.  Keating is not  affiliated  with and has no equity  interest  in
      Keating Reverse Merger Fund, LLC and disclaims any beneficial  interest in
      the shares of the Company's  Common Stock owned by Keating  Reverse Merger
      Fund, LLC.

(2)   Keating  Reverse Merger Fund, LLC is not owned by or affiliated with Kevin
      R.  Keating and  disclaims  any  beneficial  interest in the shares of the
      Company's Common Stock owned by Kevin R. Keating.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On June 10,  2004,  the  Company  entered  into a  contract  with Vero for
managerial and  administrative  services.  Vero has not been engaged to provide,
and Vero does not render,  legal,  accounting,  auditing,  investment banking or
capital formation services. Kevin R. Keating is the manager of Vero. The term of
the contract is for one year. In  consideration of the services  provided,  Vero
will be paid $1,000 for each month in which services are rendered.

      Kevin R.  Keating,  is the  father  of the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which is the majority stockholder of the Company.  Keating  Investments,  LLC is
also the managing member and 90% owner of Keating Securities,  LLC, a registered
broker-dealer.  Kevin  R.  Keating  is not  affiliated  with  and has no  equity
interest in Keating  Investments,  LLC, KRM Fund or Keating Securities,  LLC and
disclaims any  beneficial  interest in the shares of the Company's  Common Stock
owned by KRM Fund.  Similarly,  Keating  Investments,  LLC, KRM Fund and Keating
Securities,  LLC disclaim any beneficial interest in the shares of the Company's
Common Stock currently owned by Kevin R. Keating.

      The  Company  has engaged  Keating  Securities,  LLC to act as a financial
advisor in connection with the reverse merger  transaction for which it may earn
a cash and/or equity fee.

      Other than the above transactions or otherwise set forth in this report we
have not entered into any material  transactions  with any  director,  executive
officer,  and nominee for director,  beneficial owner of five percent or more of
our common stock,  or family members of such persons.  Also, we have not had any
transactions with any promoter. We are not a subsidiary of any company.

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

(a)   Exhibits.

      The following exhibits are included as part of this report:

      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      3.1         Articles  of  Incorporation   (incorporated  by  reference  to
                  Exhibit No. 2.1 of the  Registration  Statement on Form 10-SB,
                  as amended, filed by Qorus.com, Inc.)


                                       16
<PAGE>


      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      3.2         Bylaws  (incorporated  by  reference to Exhibit No. 2.2 of the
                  Registration  Statement  on Form 10-SB,  as amended,  filed by
                  Qorus.com, Inc.)

      4.1         Form  of  Common  Stock   Certificate   of   Qorus.com,   Inc.
                  (incorporated   by   reference  to  Exhibit  No.  3.1  of  the
                  Registration  Statement  on Form 10-SB,  as amended,  filed by
                  Qorus.com, Inc.)

      10.1*       1999 Stock Option Plan of  Qorus.com,  Inc.  (incorporated  by
                  reference to Exhibit No. 6.1 of the Registration  Statement on
                  Form 10-SB, as amended, filed by Qorus.com, Inc.)

      10.2*       Consulting  Agreement  by  and  between  Qorus.com,   Inc.,  a
                  Delaware  corporation,  and Thurston  Group,  Inc., a Delaware
                  corporation, dated March 1, 1999 (incorporated by reference to
                  Exhibit No. 6.16 of the Registration  Statement on Form 10-SB,
                  as amended, filed by Qorus.com, Inc.)

      10.3*       Agreement  for  Professional  Services,  dated  as of March 2,
                  2000, by and between Qorus.com,  Inc., a Florida  corporation,
                  and Michael J. Labedz  (incorporated  by  reference to Exhibit
                  No.  6.27 of the  Registration  Statement  on Form  10-SB,  as
                  amended, filed by Qorus.com, Inc.)

      10.4*       Agreement  for  Professional  Services,  dated  as of March 2,
                  2000, by and between Qorus.com,  Inc., a Florida  corporation,
                  and Willard C.  McNitt,  Jr.  (incorporated  by  reference  to
                  Exhibit No. 6.28 of the Registration  Statement on Form 10-SB,
                  as amended, filed by Qorus.com, Inc.)

      10.5*       Form of Nonqualified  Stock Option Agreement  (incorporated by
                  reference to Exhibit No. 6.29 of the Registration Statement on
                  Form 10-SB, as amended, filed by Qorus.com, Inc.)

      10.6        Warrant,  dated  March  27,  2000,  issued  to First  Portland
                  Corporation  (incorporated by reference to Exhibit No. 6.30 of
                  the Registration Statement on Form 10-SB, as amended, filed by
                  Qorus.com, Inc.)

      10.7        Promissory  Note,  dated  as of March  27,  2000,  payable  to
                  Thurston Interests, L.L.C. in the original principal amount of
                  $750,000 (incorporated by reference to Exhibit No. 6.31 of the
                  Registration  Statement  on Form 10-SB,  as amended,  filed by
                  Qorus.com, Inc.)

      10.8        Promissory Note,  dated as of March 27, 2000,  payable to Apex
                  Strategic  Investors  in  the  original  principal  amount  of
                  $46,575  (incorporated by reference to Exhibit No. 6.33 of the
                  Registration  Statement  on Form 10-SB,  as amended,  filed by
                  Qorus.com, Inc.)

      10.9        Addendum  to Notes  dated  April  17,  2001  (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter  ended  March 31,  2001,  filed by
                  Qorus.com, Inc.)


                                       17
<PAGE>


      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      10.10       Service  Agreement,  dated  February 28, 2001,  by and between
                  Extend,  Inc. and Aelix,  Inc., a wholly owned  subsidiary  of
                  Qorus.com, Inc. (incorporated by reference to the same Exhibit
                  No. of the  Quarterly  Report on Form  10-QSB for the  quarter
                  ended March 31, 2001, filed by Qorus.com, Inc.)

      10.11       Exclusive Sublease Listing Agreement by and between Charles E.
                  Smith Real Estate  Services  L.P.  and  Qorus.com,  Inc.  with
                  respect to leased property located at 11320 Random Hills Road,
                  Fairfax,  Virginia  (incorporated  by  reference  to the  same
                  Exhibit  No. of the  Quarterly  Report on Form  10-QSB for the
                  quarter ended March 31, 2001, filed by Qorus.com, Inc.)

      10.12       Asset Purchase Agreement among Qorus.com,  Inc., TMT Holdings,
                  Inc., Aelix, Inc. and Avery Communications, Inc. dated May 29,
                  2001 (incorporated by reference to the same Exhibit No. of the
                  Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2001, filed by Qorus.com, Inc.)

      10.13       Note Extension,  Modification and Amendment Agreement dated as
                  of May 31, 2001 among Qorus.com,  Inc., Aelix, Inc.,  Thurston
                  Interests, LLC, Apex Investment Fund III, L.P., Apex Strategic
                  Partners,   LLC,  Thurston   Communications   Corporation  and
                  Customer Care & Technology  Holdings,  Inc.  (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.14       Demand Promissory Note, dated as of March 29, 2001, payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal  amount  of  $160,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.15       Demand Promissory Note, dated as of April 12, 2001, payable to
                  Thurston Communications  Corporation in the original principal
                  amount  of  $80,000  (incorporated  by  reference  to the same
                  Exhibit  No. of the  Quarterly  Report on Form  10-QSB for the
                  quarter ended June 30, 2001, filed by Qorus.com, Inc.)

      10.16       Demand Promissory Note, dated as of April 30, 2001, payable to
                  Thurston   Communications   Corporation  by  Aelix,  Inc.  the
                  original   principal  amount  of  $170,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.17       Demand  Promissory Note, dated as of May 11, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $25,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)


                                       18
<PAGE>


      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      10.18       Demand  Promissory Note, dated as of May 15, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $75,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.19       Demand  Promissory  Note,  dated as of May 31, 2001 payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $42,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.20       Demand Promissory Note, dated as of June 15, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $80,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.21       Demand Promissory Note, dated as of June 28, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $60,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.22       Demand Promissory Note, dated as of July 12, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $85,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                  Qorus.com, Inc.)

      10.23       Demand Promissory Note, dated as of July 31, 2001,  payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal   amount  of  $83,500   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.24       Demand Promissory Note, dated as of August 14, 2001 payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal  amount  of  $178,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.25       Demand  Promissory Note, dated as of August 30, 2001,  payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal  amount  of  $102,500   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)


                                       19
<PAGE>

      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      10.26       Demand  Promissory  Note,  dated  as of  September  13,  2001,
                  payable to Thurston Communications  Corporation by Aelix, Inc.
                  in the original  principal amount of $96,000  (incorporated by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.27       Demand  Promissory  Note,  dated  as of  September  28,  2001,
                  payable to Thurston Communications  Corporation by Aelix, Inc.
                  in the original  principal amount of $90,500  (incorporated by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.28       Demand Promissory Note, dated as of October 1, 2001 payable to
                  Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                  original   principal  amount  of  $160,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.29       Demand Promissory Note, dated as of October 12, 2001,  payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal  amount  of  $102,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.30       Demand Promissory Note, dated as of October 16, 2001,  payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal   amount  of  $10,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.31       First Amendment to Asset Purchase Agreement, dated October 17,
                  2001, among Qorus.com,  Inc., TMT Holdings,  Inc., Aelix, Inc.
                  and Avery Communications,  Inc.  (incorporated by reference to
                  the same  Exhibit No. of the  Quarterly  Report on Form 10-QSB
                  for the quarter ended September 30, 2001,  filed by Qorus.com,
                  Inc.)

      10.32       Demand Promissory Note, dated as of October 30, 2001,  payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal   amount  of  $72,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)

      10.33       Demand Promissory Note, dated as of November 5, 2001,  payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal   amount  of  $10,000   (incorporated  by
                  reference to the same Exhibit No. of the  Quarterly  Report on
                  Form 10-QSB for the quarter ended September 30, 2001, filed by
                  Qorus.com, Inc.)


                                       20
<PAGE>


      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      10.34       Demand Promissory Note, dated as of November 14, 2001, payable
                  to Thurston  Communications  Corporation by Aelix, Inc. in the
                  original   principal   amount  of  $77,000   (incorporated  by
                  reference to the same Exhibit No. of the Annual Report on Form
                  10-KSB  for  the  year  ended  December  31,  2001,  filed  by
                  Qorus.com, Inc.)

      10.35       First Amendment to Consulting  Agreement dated as of March 15,
                  2002  between   Qorus.com,   Inc.  and  Thurston  Group,  Inc.
                  (incorporated  by  reference  to the same  Exhibit  No. of the
                  Annual  Report on Form 10-KSB for the year ended  December 31,
                  2001, filed by Qorus.com, Inc.)

      10.36       Second Amendment to Asset Purchase Agreement,  dated March 15,
                  2002, among Qorus.com,  Inc., TMT Holdings,  Inc., Aelix, Inc.
                  and Avery Communications,  Inc.  (incorporated by reference to
                  the same  Exhibit No. of the Annual  Report on Form 10-KSB for
                  the year ended December 31, 2001, filed by Qorus.com, Inc.)

      10.37       Demand  Promissory Note, dated as of May 22, 2002,  payable to
                  Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                  principal  amount of $2,600  (incorporated by reference to the
                  same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                  the quarter ended June 30, 2002, filed by Qorus.com, Inc.)

      10.38       Demand  Promissory Note, dated as of June 6, 2002,  payable to
                  Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                  principal  amount of $2,000  (incorporated by reference to the
                  same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                  the quarter ended June 30, 2002, filed by Qorus.com, Inc.)

      10.39       Addendum to Notes dated as of July 16, 2002,  among Qorus.com,
                  Inc., Thurston  Interests,  LLC and Customer Care & Technology
                  Holdings,  Inc. (incorporated by reference to the same Exhibit
                  No. of the  Quarterly  Report on Form  10-QSB for the  quarter
                  ended June 30, 2002, filed by Qorus.com, Inc.)

      10.40       Demand Promissory Note, dated as of July 12, 2002,  payable to
                  Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                  principal  amount of $3,000  (incorporated by reference to the
                  same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                  the quarter  ended  September  30, 2002,  filed by  Qorus.com,
                  Inc.)

      10.41       Second Addendum to Notes dated May 8, 2003,  among  Qorus.com,
                  Inc., Thurston  Interests,  LLC and Customer Care & Technology
                  Holdings, Inc. (incorporated by reference to Exhibit No. 10.41
                  of the  Quarterly  Report on Form 10-QSB for the quarter ended
                  March 31, 2003, filed by Qorus.com, Inc.)

      10.42       Agreement dated August 4, 2003, among  Qorus.com,  Inc., Avery
                  Communications,  Inc.,  Thurston  Interests,  LLC and Customer
                  Care & Technology Holdings, Inc. (incorporated by reference to
                  Exhibit No. 10.42 of the  Quarterly  Report on Form 10-QSB for
                  the quarter ended June 30, 2003, filed by Qorus.com)


                                       21
<PAGE>


      Exhibit
      Number      Title of Document
      -------     --------------------------------------------------------------
      10.43       Agreement dated  September 30, 2003,  among  Qorus.com,  Inc.,
                  Avery  Communications,   Inc.,  Thurston  Interests,  LLC  and
                  Customer Care & Technology  Holdings,  Inc.  (incorporated  by
                  reference to Exhibit No. 10.43 of the Quarterly Report on Form
                  10-QSB for the quarter  ended  September  30,  2003,  filed by
                  Qorus.com)

      10.44       Securities Purchase Agreement dated June 10, 2004 by and among
                  Keating  Reverse  Merger  Fund,  LLC,  the  Company,  Thurston
                  Interests,  LLC and certain other  stockholders of the Company
                  (filed as Exhibit 99 to the  Company's  Form 8-K filed on June
                  16, 2004)

      31          Certification  pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002

      32          Certification  of Chief Executive  Officer and Chief Financial
                  Officer of the Company, pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

      * notes a management contract or compensatory plan or arrangement

(b)   Reports on Form 8-K.

      No reports on Form 8-K were filed during the most recent quarter.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)   AUDIT FEES

      The  aggregate  fees  billed  for each of the last two  fiscal  years  for
professional  services rendered by the principal accountant for the audit of the
Company's  annual  financial  statements  and  review  of  financial  statements
included  in the  Company's  Form  10-KSB  (17 CFR  249.308a)  or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory  filings or engagements for those fiscal years was
$23,625 for the fiscal year ended  December  31, 2003 and $24,870 for the fiscal
year ended December 31, 2004.

(2)   AUDIT-RELATED FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
assurance and related  services by the principal  accountant that are reasonably
related to the  performance  of the audit or review of the  Company's  financial
statements.

(3)   TAX FEES

      There  were no fees  billed  in each of the  last  two  fiscal  years  for
professional  services rendered by the principal  accountant for tax compliance,
tax advice, and tax planning.

(4)   ALL OTHER FEES

      There were no other fees  billed in each of the last two fiscal  years for
products  and  services  provided by the  principal  accountant,  other than the
services reported above.

RE-APPROVAL POLICIES AND PROCEDURES

      Before  the  accountant  is  engaged  by the  issuer  to  render  audit or
non-audit  services,  the  engagement  is approved by the Company's the board of
directors acting as the audit committee.


                                       22
<PAGE>


                                   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, thereunto duly
authorized.

                                        QORUS.COM, INC.



Date: March 14, 2005                    By:  /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating
                                           President and Chief Executive Officer

      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
registrant and in the capacities and on March 14, 2005.


          Signatures                    Title
          --------------------          ----------------------------------------

          /s/ Kevin R. Keating          President (Principal Executive Officer),
          --------------------          Treasurer, Secretary (Principal
                                        Financial and Accounting Officer) and
                                        Director




<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM......................F-1

BALANCE SHEETS - As of December 31, 2004 and  2003...........................F-2

STATEMENTS OF OPERATIONS - For the Years Ended
 December 31, 2004 and 2003..................................................F-3

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - For the Years
 Ended December 31, 2004 and 2003............................................F-4

STATEMENTS OF CASH FLOWS - For the Years Ended
 December 31, 2004 and 2003..................................................F-5

NOTES TO FINANCIAL STATEMENTS........................................F-6 to F-14


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
of Qorus.com, Inc.

We have  audited  the  accompanying  balance  sheets  of  Qorus.com,  Inc.  (the
"Company")  as of  December  31,  2004 and 2003 and the  related  statements  of
operations,  shareholders'  equity  (deficit)  and cash flows for the years then
ended.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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  present  fairly,  in all  material
respects, the financial position of Qorus.com,  Inc. as of December 31, 2004 and
2003 and the  results  of its  operations  and its cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has generated no revenues during the last two
fiscal  years,  has no current  source of revenues and has incurred  losses from
operations since inception.  These conditions raise  substantial doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ KBA GROUP LLP
-------------------
Dallas, Texas
February 28, 2005



                                      F-1
<PAGE>


                                 QORUS.COM, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003



<TABLE>
<CAPTION>

                                                              2004            2003
                                                          ------------    ------------
<S>                                                       <C>             <C>

                                     ASSETS
CURRENT ASSET
           Cash                                           $     13,886    $     21,427
                                                          ------------    ------------

TOTAL ASSETS                                              $     13,886    $     21,427
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

           Accounts payable and accrued expenses          $      3,780    $    508,077
           Accrued expenses due to related parties                  --       1,695,284
           Notes payable to related parties                         --       4,786,799
                                                          ------------    ------------
           Total Current Liabilities                             3,780       6,990,160

LONG-TERM LIABILITIES

           Long-term debt to related party                          --         200,000

STOCKHOLDERS' EQUITY (DEFICIT)

           Preferred stock, $0.01 par value, 5,000,000
           shares authorized, no shares issued                      --              --
           Common stock $0.001 par value, 50,000,000
           shares authorized, 48,534,800 and 18,707,405
           shares issued, 45,524,800 and 15,697,405
           outstanding, respectively                            48,535          18,707
           Additional paid-in capital                       16,915,316       9,900,319
           Accumulated deficit                             (16,950,735)    (17,084,749)
           Treasury stock (3,010,000 shares, at cost)           (3,010)         (3,010)
                                                          ------------    ------------
           Total Stockholders' Equity (Deficit)                 10,106      (7,168,733)
                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $     13,886    $     21,427
                                                          ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>


                                 QORUS.COM, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




                                           2004            2003
                                       ------------    ------------

Revenue                                $         --    $         --

Operating expenses:
  General and administrative
    expenses                                165,231         303,837
                                       ------------    ------------
Loss from operations                       (165,231)       (303,837)

Other income (expense):
  Interest expense                         (212,626)       (503,000)
  Forgiveness of debt                       511,871           1,284
                                       ------------    ------------
   Income (loss) before income taxes        134,014        (805,553)
   Income taxes                                  --              --
                                       ------------    ------------
Net income (loss)                      $    134,014    $   (805,553)
                                       ============    ============
Net income (loss) per share
 (basic and diluted)                   $      (0.00)   $      (0.05)
                                       ============    ============
Weighted average shares of
  common stock outstanding
     Basic                               31,132,815      15,912,622
                                       ============    ============
     Diluted                             31,147,815      15,912,622
                                       ============    ============


   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                                           QORUS.COM, INC.
                                             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                           FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                                                                           TOTAL
                                    COMMON STOCK           ADDITIONAL                                                  STOCKHOLDERS'
                            ---------------------------      PAID-IN     ACCUMULATED      TREASURY        NOTE             EQUITY
                               SHARE          AMOUNT         CAPITAL        DEFICIT         STOCK       RECEIVABLE        (DEFICIT)
                            ------------   ------------   ------------   ------------   ------------   ------------    ------------
<S>                         <C>            <C>            <C>            <C>            <C>            <C>             <C>
Balance, December 31, 2002    18,982,405   $     18,982   $  9,902,794   $(16,279,196)  $     (3,010)  $     (2,750)   $ (6,363,180)

Cancellation of note
 receivable in return
 for common shares              (275,000)          (275)        (2,475)            --             --          2,750              --

Net loss for the year
 ended December 31, 2003              --             --             --       (805,553)            --             --        (805,553)
                            ------------   ------------   ------------   ------------   ------------   ------------    ------------
Balance, December 31, 2003    18,707,405         18,707      9,900,319    (17,084,749)        (3,010)            --      (7,168,733)

Assumption of accounts
 payable by related
 party, contributed
 to capital                           --             --        166,437             --             --             --         166,437

Settlement of related
 party notes, and accrued
 interest thereon, treated
 as contribution to capital           --             --      5,238,851             --             --             --       5,238,851

Debt paid directly by
 shareholders, contributed
 to capital                           --             --        210,667             --             --             --         210,667

Promissory notes
 converted to common
 stock                        26,327,395         26,328      1,290,042             --             --             --       1,316,370

Issuance of common
 stock for cash                1,000,000          1,000         49,000             --             --             --          50,000

Issuance of common
 stock for services            2,500,000          2,500         60,000             --             --             --          62,500

Net income for the
 year ended
 December 31, 2004                    --             --             --        134,014             --             --         134,014
                            ------------   ------------   ------------   ------------   ------------   ------------    ------------
Balance, December 31, 2004    48,534,800   $     48,535   $ 16,915,316   $(16,950,735)  $     (3,010)  $         --    $     10,106
                            ============   ============   ============   ============   ============   ============    ============

                             The accompanying notes are an integral part of this financial statement.
</TABLE>


                                                                F-4
<PAGE>


                                 QORUS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                 2004           2003
                                                             -----------    -----------
<S>                                                          <C>            <C>
CASH FLOWS FROM OPERATIONS
Net income (loss)                                            $   134,014    $  (805,553)
Adjustments to reconcile net income (loss) to net
  cash used in operations:
   Stock issued for services                                      62,500             --
   Forgiveness of debt                                          (511,871)            --
   Changes in:
    Accrued expenses and accounts payable                         32,759        120,634
    Accrued expenses to related parties                          225,057        500,000
                                                             -----------    -----------
    Net cash flows used in operating
       activities                                                (57,541)      (184,919)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                          50,000             --
  Loan from related party                                             --          6,200
  Long-term debt proceeds from related party                          --        200,000
                                                             -----------    -----------
Net cash flows from financing activities                          50,000        206,200
                                                             -----------    -----------
Net increase (decrease) in cash                                   (7,541)        21,281

Cash, beginning of year                                           21,427            146
                                                             -----------    -----------
Cash, end of year                                            $    13,886    $    21,427
                                                             ===========    ===========

DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH FINANCING ACTIVITIES:

                                                                2004           2003
                                                             -----------    -----------

Interest paid                                                $        --    $        --

Income taxes paid                                                     --             --

Note receivable cancelled for return of common shares                 --          2,750

Related party notes payable and accrued interest settled
  as capital contribution                                      5,238,851             --

Promissory notes converted to common stock                     1,316,370             --

Notes payable and accounts payable assumed by related
  party as capital contribution                                  166,437             --

Notes payable paid by shareholders as capital contribution   $   210,667    $        --
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

      Qorus.com,  Inc., a Florida corporation (the "Company"),  currently has no
      operations.  Prior to  November  2001,  the Company  provided  intelligent
      message   communications   services  to  enterprises  in  the  travel  and
      hospitality  sectors. In November 2001, the Company sold substantially all
      of its  assets to Avery  Communications,  Inc.  As a result of the sale of
      assets to Avery, the Company no longer had any meaningful business assets,
      operations or sources of revenue.

      On June 22, 2004, the Company consummated the transactions contemplated by
      the Securities  Purchase  Agreement (the "Purchase  Agreement") dated June
      10, 2004, by and among the Company, Keating Reverse Merger Fund, LLC ("KRM
      Fund"),   Thurston   Interests,   LLC   ("Thurston")   and  certain  other
      shareholders  of the  Company  as  discussed  in Note 2. The  transactions
      resulted  in a change of  control of the  Company.  The  Company  plans to
      pursue and negotiate a business combination with an operating company.

GOING CONCERN

      The Company has sustained  recurring  operating  losses,  currently has no
      source of operating  revenue,  and has only limited  working  capital with
      which to pursue its business plan, which  contemplates the completion of a
      business  combination  with an  operating  company.  The amount of capital
      required  to  sustain  operations  until the  successful  completion  of a
      business combination is subject to future events and uncertainties. It may
      be necessary for the Company to secure additional  working capital through
      loans or sales of common  stock,  and there can be no assurance  that such
      funding  will  be  available  in  the  future.   These   conditions  raise
      substantial  doubt  about the  Company's  ability to  continue  as a going
      concern.

USE OF ESTIMATES

      The financial  statements have been prepared in conformity with accounting
      principles  generally  accepted  in  the  United  States  of  America.  In
      preparing  the  financial  statements,  management  is  required  to  make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities   and  revenues  and  expenses.   Actual  results  may  differ
      significantly from the estimates that were used.

NET INCOME (LOSS) PER SHARE

      Income (Loss) per share of common stock is  calculated in accordance  with
      Statement of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings
      per Share."  Basic Income (loss) per share is computed by dividing the net
      income (loss) by the weighted average number of common shares outstanding.
      Diluted  net  income  (loss)  per share is  computed  similar to basic net
      income  (loss) per share,  except that the  denominator  is  increased  to
      include the number of additional common shares that would have outstanding
      if the  potential  common  shares had been  issued  and if the  additional
      common shares were dilutive.


                                      F-6
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)


STOCK COMPENSATION
      The Company accounts for stock-based employee compensation arrangements in
      accordance with provisions of Accounting  Principles Board ("APB") Opinion
      No. 25,  "Accounting for Stock Issued to Employees," and complies with the
      disclosure  provisions  of  SFAS  No.  123,  "Accounting  for  Stock-Based
      Compensation,"  as amended by SFAS No. 148,  "Accounting  for  Stock-Based
      Compensation  Transactions and Disclosure--an  amendment of SFAS No. 123."
      Under APB Opinion No. 25,  compensation  expense for employees is based on
      the excess,  if any,  on the date of grant,  between the fair value of the
      Company's  stock over the  exercise  price.  No stock  options were issued
      during 2004 or 2003.

      The Company  accounts for equity  instruments  issued to  non-employees in
      accordance  with the  provisions of SFAS No. 123 and Emerging  Issues Task
      Force ("EITF") Issue No. 96-18,  "Accounting for Equity  Instruments  That
      Are Issued to Other Than Employees for Acquiring,  or in Conjunction  with
      Selling,  Goods or Services." All  transactions in which goods or services
      are the consideration  received for the issuance of equity instruments are
      accounted for based on the fair value of the consideration received or the
      fair value of the equity  instrument  issued,  whichever is more  reliably
      measurable.  The  measurement  date  of  the  fair  value  of  the  equity
      instrument  issued is the earlier of the date on which the  counterparty's
      performance  is  complete  or  the  date  on  which  it is  probable  that
      performance will occur.

FAIR VALUE OF FINANCIAL INSTRUMENTS

      The Company has no financial instruments, other than cash.

STATEMENT OF CASH FLOWS

      The Company considers all highly liquid debt instruments purchased with an
      original maturity of three months or less to be cash equivalents.

INCOME TAXES

      The Company  utilizes the asset and liability  approach to accounting  and
      reporting for income taxes. Deferred income tax assets and liabilities are
      computed annually for differences between the financial statements and tax
      basis of assets and liabilities  that will result in taxable or deductible
      amounts in the future  based on enacted tax laws and 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.  Income tax
      expense or benefit is the tax payable or refundable for the period plus or
      minus the change during the period in deferred tax assets and liabilities.


                                      F-7
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003



NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)

RECENTLY ISSUED ACCOUNTING STANDARDS

      In November  2004,  the FASB issued  SFAS No. 151,  "Inventory  Costs - an
      amendment  of ARB  No.  43,  Chapter  4."  This  Statement  clarifies  the
      accounting  for  abnormal  amounts  of  idle  facility  expense,  freight,
      handling  costs,  and wasted  materials.  This  Statement is effective for
      inventory  costs  incurred  during fiscal years  beginning  after June 15,
      2005.  The initial  application of SFAS No. 151 will have no impact on the
      Company's financial statements.

      In December  2004,  the FASB issued  SFAS No.  152,  "Accounting  for Real
      Estate Time-Sharing  Transactions - an amendment of FASB Statements No. 66
      and 67." This Statement  references the financial accounting and reporting
      guidance  for real estate  time-sharing  transactions  that is provided in
      AICPA Statement of Position 04-2, "Accounting for Real Estate Time-Sharing
      Transactions." This Statement also states that the guidance for incidental
      operations and costs incurred to sell real estate  projects does not apply
      to real estate time-sharing transactions.  This Statement is effective for
      financial  statements for fiscal years  beginning after June 15, 2005. The
      initial  application  of SFAS No. 152 will have no impact on the Company's
      financial statements.

      In December 2004, the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
      Assets - an  amendment of APB Opinion No. 29." This  Statement  eliminates
      the exception for nonmonetary  exchanges of similar  productive assets and
      replaces it with a general  exception for exchanges of nonmonetary  assets
      that  do  not  have  commercial  substance.  A  nonmonetary  exchange  has
      commercial  substance  if the future cash flows of the entity are expected
      to change  significantly  as a result of the exchange.  This  Statement is
      effective for  nonmonetary  asset  exchanges  occurring in fiscal  periods
      beginning after June 15, 2005. The Company does not expect  application of
      SFAS No. 153 to have a material affect on its financial statements.

      In  December  2004,  the  Financial   Accounting  Standards  Board  issued
      Statement  of  Financial  Accounting  Standards  No. 123  (revised  2004),
      "Share-Based  Payment" (SFAS 123R), which replaces SFAS 123 and supercedes
      APB  Opinion  No. 25.  SFAS 123R  requires  all  share-based  payments  to
      employees, including grants of employee stock options, to be recognized in
      the  financial  statements  based  on  their  fair  values.  The  proforma
      disclosures  previously  permitted  under  SFAS 123 no  longer  will be an
      alternative to financial statement recognition. For the Company, SFAS 123R
      is  effective  for  periods  beginning  after  December  15,  2005.  Early
      application of SFAS 123R is encouraged, but not required. We plan to adopt
      SFAS 123R on January 1, 2006 using the  modified  prospective  application
      method  described  in  the  statement.   Under  the  modified  prospective
      application  method,  we will apply the  standard  to new  awards,  and to
      awards modified,  repurchased,  or cancelled after the required  effective
      date.  Additionally,  compensation cost for the unvested portion of awards
      outstanding  as of the  required  effective  date  will be  recognized  as
      compensation  expense  as the  requisite  service  is  rendered  after the
      required effective date.

      We are evaluating the impact of adopting SFAS 123R and expect that we will
      not record substantial non-cash stock compensation  expenses. The adoption
      of SFAS 123R is not expected to have a significant effect on our financial
      condition, results of operations, and cash flows. The future impact of the
      adoption of SFAS 123R  cannot be  predicted  at this time  because it will
      depend on levels of share-based payments granted by us in the future.


                                      F-8
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2 - CHANGE OF CONTROL

      On June 22, 2004, the Company consummated the transactions contemplated by
      the  Purchase  Agreement  dated  June 10,  2004,  by and  among  KRM Fund,
      Thurston,  and certain other shareholders of the Company. The transactions
      resulted in a change of control of the  Company.  Pursuant to the Purchase
      Agreement,   (i)  Thurston  and  the  other  stockholders  sold  8,856,064
      previously  issued shares of the Company's common stock to KRM Fund, for a
      purchase price of $340,000,  or approximately  $0.0384 per share; and (ii)
      the Company issued KRM Fund 1,000,000 shares of the Company's common stock
      for a total purchase price of $50,000,  or $0.05 per share.  In connection
      with the Purchase  Agreement,  KRM Fund and Thurston were issued shares of
      the Company's  common stock upon  conversion of certain  convertible  debt
      owned by them (see Note 3).

      Immediately  following  the  transactions  under the  Purchase  Agreement,
      including the issuances upon the conversion of certain  convertible  debt,
      the Company had 43,024,800  shares of common stock  outstanding.  KRM Fund
      owned  34,983,459  shares of the Company's  common stock, or approximately
      81.3% of the outstanding shares,  Thurston and its controlling persons and
      affiliates  owned  1,310,253   shares,   or  approximately   3.1%  of  the
      outstanding  shares,  and the remaining  shareholders of the Company owned
      6,731,088 shares, or approximately 15.6% of the outstanding shares.

      Effective as of the closing of the Purchase Agreement,  Patrick J. Haynes,
      III resigned as the Chief Executive Officer, Robert T. Isham, Jr. resigned
      as a  Director,  Thomas  C.  Ratchford  resigned  as the  Chief  Financial
      Officer,  and  Kevin  R.  Keating  was  appointed  as the  sole  Director,
      President,  Treasurer  and  Secretary  of the Company.  Concurrently,  the
      principal  executive  office of the  Company  was moved to 936A  Beachland
      Boulevard, Suite 13, Vero Beach, FL 32963.

      The Company plans to pursue and negotiate a business  combination  with an
      operating company.  Ultimately, the continuation of the Company as a going
      concern is dependent  upon the  establishment  of  profitable  operations.
      Because the  achievement  of these plans in  dependent  on future  events,
      there can be no assurance that future profitable  operations will occur as
      planned.



NOTE 3 - RESTRUCTURING OF OUTSTANDING DEBT DUE TO RELATED PARTIES

      Prior to entering into the Purchase Agreement,  the Company's debt owed to
      Thurston in the  principal  amount of  $4,686,799,  together  with accrued
      interest and miscellaneous expenses totaling $1,840,921,  was satisfied by
      the Company's  issuance of a convertible  promissory note in the principal
      amount of $1,228,870 (the "First Note") and a convertible  promissory note
      in the principal  amount of $60,000 (the "Second Note") to Thurston.  Both
      notes are  convertible  into the  Company's  common  stock at a conversion
      price of $0.05 per share.  Thurston,  the Company's  majority  stockholder
      prior to the closing of the Purchase  Agreement,  also paid,  on behalf of
      the Company,  an  outstanding  promissory  note in the amount of $200,000,
      plus interest of $10,667, which was treated as a capital contribution, and
      assumed certain accounts payable and accrued  expenses  totaling  $166,437
      also  treated  as  a  contribution  to  capital.   As  a  result  of  this
      restructuring   and  the  payment  and  assumption  of  Company  debt  and
      obligation by Thurston,  the Company recorded a contribution to capital of
      $5,615,955.


                                      F-9
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 3 - RESTRUCTURING OF OUTSTANDING DEBT DUE TO RELATED PARTIES (CONTINUED)

      Pursuant to the Purchase  Agreement,  (i) Thurston  sold the First Note to
      KRM  Fund;  and (ii) KRM Fund  converted  the First  Note into  24,577,395
      shares of the  Company's  common stock,  at conversion  price of $0.05 per
      share.  Additionally,  Thurston  converted the Second Note into  1,200,000
      shares of the Company's  common stock, at a conversion  price of $0.05 per
      share.

      The Company also  settled with an unrelated  party a debt in the amount of
      $100,000,  together with accrued interest of $68,753, by the issuance of a
      $27,500 note, which was convertible,  at the election of the holder,  into
      shares of the  Company's  common stock at $0.05 per share.  As a result of
      this  settlement,  a gain  on  extinguishment  of debt  in the  amount  of
      $141,253  was  recorded  and is  included in net income for the year ended
      December 31, 2004.

      Immediately  following  the closing of the  Purchase  Agreement,  KRM Fund
      purchased from an unrelated party a convertible  promissory note issued by
      the Company in the principal amount of $27,500, which was convertible into
      shares of the  Company's  common stock at a conversion  price of $0.05 per
      share.  KRM Fund  converted this note into 550,000 shares of the Company's
      common stock.

      In the first quarter of 2004,  the Company  reached an agreement  with the
      landlord  of office  space in Fairfax,  VA. The Company was  approximately
      $372,000 in arrears for rent.  In exchange  for a cash  payment of $1,500,
      the  landlord  released  the  Company  from  all past  and  future  rental
      obligations for the vacated office space. As a result of the  transaction,
      the Company  recorded a gain on the forgiveness of debt of $370,618 during
      the year ended December 31, 2004.


NOTE 4 - STOCKHOLDERS' EQUITY

      The Company has  authorized  50,000,000  shares of common stock with a par
      value of $0.001 per share and 5,000,000  shares of preferred  stock with a
      par value of $0.01 per  share.  In July  2004,  the  Company  issued:  (i)
      2,000,000  shares of  restricted  common  stock to Kevin R.  Keating,  the
      Company's  sole  director and officer,  for  services  rendered  valued at
      $50,000,  the fair value on the date of issuance,  (ii) 500,000  shares of
      restricted  common stock to an outside  consultant  for services  rendered
      valued  at  $12,500,  the fair  value on the date of  issuance.  There are
      45,524,800  shares of Common Stock  outstanding at December 31, 2004, with
      3,010,000 shares of Common Stock held in treasury.  No shares of preferred
      stock are issued or outstanding.


                                      F-10
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 5 - INCOME TAXES

      The tax effects of  temporary  differences  that give rise to  significant
      portions of the deferred tax assets at December 31, 2004 are substantially
      composed of the Company's net operating loss carryforwards,  for which the
      Company has recorded a full valuation allowance. In assessing the value of
      deferred  tax  assets,  management  considers  the  probability  that  net
      operating  loss  carryforwards  will be  utilized  in  future  years.  The
      ultimate  realization  of  deferred  tax  assets  is  dependent  upon  the
      generation  of future  taxable  income  during the  periods in which those
      temporary differences become deductible.

      At December 31, 2004, the Company had net operating loss carryforwards for
      federal  income  tax  purposes  of  approximately  $9  million,  which are
      available to offset future taxable income,  if any, through 2024,  subject
      to limitations  upon a change of control under Section 382 of the Internal
      Revenue  Code.  The  benefit  of these net  operating  loss  carryforwards
      appears uncertain.  Accordingly,  the net deferred tax asset of $3 million
      at  December  31,  2004 has a 100%  valuation  allowance  against  it. The
      valuation  allowance  decreased by $46,000  during the year ended December
      31, 2004. The effective statutory income tax rate used was 34%.


NOTE 6 - STOCK BASED COMPENSATION
      Effective   September  17,  1999,  the  Board  of  Directors   approved  a
      non-qualified stock option plan for employees and others (the "Plan"). The
      Company has reserved  2,000,000  shares of common stock for issuance under
      the Plan.  Options granted under the Plan may either be options qualifying
      as incentive stock options ("Incentive  Options") under Section 422 of the
      Internal Revenue Code of 1986, as amended,  or options that do not qualify
      ("Non-qualified Options"). The term of each option and the manner in which
      it may be exercised are determined by the Company's  Board of Directors or
      the  Committee,  provided that no option may be  exercisable  more than 10
      years after the date of its grant and, in the case of an Incentive  Option
      granted to an  eligible  employee  owning  more than 10% of the  Company's
      common stock, no more than five years after the date of grant.



                                      F-11
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 6 - STOCK BASED COMPENSATION (CONTINUED)

      The following table  summarizes the changes in the Company's  compensatory
options issued under the Plan:

                                                          OPTION PRICE
                                               SHARES       PER SHARE
                                             ----------   -------------
       Outstanding at January 1, 2003         1,222,499   $1.00 - $1.25
       Granted during the period                     --              --
       Exercised                                     --              --
       Cancelled                                     --              --
                                             ----------   -------------

       Outstanding at December 31, 2003       1,222,499   $1.00 - $1.25
       Granted during the period                     --              --
       Exercised                                     --              --
       Cancelled                               (847,000)  $        1.00
                                             ----------   -------------
       Outstanding at December 31, 2004         375,000   $        1.25
                                             ==========   =============

       Exercisable, end of year                 375,000
                                             ==========


      The following table  summarizes  information  about  compensatory  options
outstanding at December 31, 2004 under the Plan:

<TABLE>
<CAPTION>

                   OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
--------------------------------------------------------    -------------------------
                           WEIGHTED AVG.
 RANGE OF                   REMAINING                                    WEIGHTED AVG.
 EXERCISE      NUMBER      CONTRACTUAL     WEIGHTED AVG.      NUMBER      EXERCISABLE
 PRICES     OUTSTANDING        LIFE       EXERCISE PRICE    EXERCISABLE      PRICE
--------    -----------   -------------   --------------    -----------   -----------
<S>         <C>           <C>             <C>               <C>           <C>
$    1.25       375,000     0.2 years     $         1.25        275,000   $      1.25
</TABLE>


      In addition,  the Company has issued stock options  outside of the Plan to
      employees,  directors and others as compensation for services  provided to
      the Company as well as options that are  non-compensatory  in nature.  The
      term of each  option  and the  manner  in  which it may be  exercised  are
      determined by the Company's Board of Directors or the Committee,  provided
      that no option may be exercisable more than 10 years after the date of its
      grant.  There is a maximum term of five years for these options granted to
      any employee owning more than 10% of the Company's  common stock. The fair
      value of each  option  grant is  estimated  on the date of grant using the
      Black-Scholes option-pricing model.


                                      F-12
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 6 - STOCK BASED COMPENSATION (CONTINUED)

      The   following   table   summarizes   the   changes   in  the   Company's
non-compensatory options:

                                                           PRICE
                                                SHARES    PER SHARE
                                                ------    ---------
             Outstanding at January 1, 2003     3,200     $    5.00
             Exercised                             --            --
             Cancelled                             --            --
             Granted during the period             --            --
                                                -----     ---------
             Outstanding at December 31, 2003   3,200     $    5.00
             Exercised                             --            --
             Cancelled                             --            --
             Granted during the period             --            --
                                                -----     ---------
             Outstanding at December 31, 2004   3,200     $    5.00
                                                =====     =========

             Exercisable, end of year           3,200
                                                =====

      Additionally,  under the terms of financing arrangements,  the Company has
      granted  one party the right to purchase  up to 20,000  common  shares for
      $0.01 each.


NOTE 7 - RELATED PARTY TRANSACTIONS

      The sole director of the Company,  Kevin R. Keating,  is the father of the
      principal  stockholder of Keating  Investments,  LLC. Keating Investments,
      LLC is the managing member of KRM Fund, which is the majority  shareholder
      of the Company.

      The Company entered into a contract with Vero Management,  L.L.C. ("Vero")
      for managerial and administrative  services.  Vero has not been engaged to
      provide, and Vero does not render, legal, accounting, auditing, investment
      banking or capital formation services. Kevin R. Keating, the sole director
      of the  Company,  is the manager of Vero.  The term of the contract is for
      one year. In consideration of the services  provided,  Vero is paid $1,000
      for each  month in which  services  are  rendered.  A total of  $6,000  is
      included  in  general  and  administrative  expenses  for the  year  ended
      December 31, 2004.

      See  discussion  in  Note  3 in  connection  with  the  restructuring  and
      conversion of related party debt and accrued interest during 2004.


                                      F-13
<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 8 - PENDING ACQUISITION

      On  October  31,  2004,  the  Company  entered  into a Letter of Intent to
      acquire Taxus (Cayman) Inc., a company  incorporated under the laws of the
      Cayman Islands  ("Taxus").  Taxus owns and operates its business through a
      Chinese wholly owned foreign  enterprise,  which has exclusive  management
      and licensing  agreements  with Beijing Taxus Co. Ltd., a private  Chinese
      enterprise ("Beijing Taxus"). Beijing Taxus was established in 2000 and is
      currently headquartered in Beijing, China.

      Under the  transactions  contemplated  under the  Letter  of  Intent,  the
      Company  will acquire all of the issued and  outstanding  shares of Taxus'
      capital stock from Taxus' existing stockholders ("Taxus Stockholders"). In
      the  exchange,  the Company  will issue  shares of its common stock to the
      Taxus Stockholders in such amount so that, immediately after giving effect
      to the acquisition,  the Taxus  Stockholders will own in the aggregate 88%
      of the Company's  issued and  outstanding  shares of common stock.  At the
      close of the transaction, it is contemplated that a new board of directors
      will be  designated  by the Taxus  Stockholders  and that the  board  will
      include one member to be designated by Keating  Reverse Merger Fund,  LLC,
      the current  principal  shareholder  of the Company.  After the payment of
      certain  transaction related fees (including the issuance of the Company's
      common stock to certain finders and advisors), the current stockholders of
      the  Company  are  expected  to own  approximately  6% of the  issued  and
      outstanding common stock after completion of the transaction with Taxus.

      The Company's  completion of the acquisition is subject to the negotiation
      and  execution of a definitive  acquisition  agreement and the delivery of
      financial statements of Taxus and its subsidiaries  prepared in accordance
      with  generally  accepted  accounting  principles  in the United States of
      America.  Subject to the  satisfaction  of the above  conditions and other
      customary  conditions,  the acquisition is presently  expected to occur in
      the near future.  However, there can be no assurances that the acquisition
      will be completed.


NOTE 9 - SUBSEQUENT EVENT

      In connection  with the proposed  Beijing Taxus  transaction  disclosed in
      footnote 7, the Company  received $50,000 on January 24, 2005. This amount
      will be refunded in the event that the transaction is not consummated.



                                      F-14
<PAGE>


                                  EXHIBIT INDEX


   Exhibit
   Number         Description of Exhibit
   -------        --------------------------------------------------------------
      31          Certification  pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

      32          Certification  of Chief Executive  Officer and Chief Financial
                  Officer of the Company, pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.