<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
            ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       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.
                 (Name of Small Business Issuer in its Charter)


                FLORIDA                                        65-0358792
    (State or other jurisdiction of                         (I.R.S. employer
     incorporation or organization)                        identification no.)


  9800 South Sepulveda Boulevard
            Suite 318
                                                                  90045
         Los Angeles, CA 90045                                 (Zip Code)
(Address of principal executive offices)

                                (310) 258 - 8450
                (Issuer's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE

         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 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: $198,578

         The aggregate market value of the voting stock held by non-affiliates
of the registrant (based on the closing sale price of such stock as reported on
March 26, 2001 by Pink Sheets LLC) was approximately $815,325.

         As of March 26, 2001, 17,897,405 shares of the registrant's Common
Stock were outstanding.

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

                      DOCUMENTS INCORPORATED BY REFERENCE:

         Portions of the registrant's definitive Proxy Statement, to be filed
pursuant to Section 14(a) of the Securities Exchange Act of 1934 in connection
with the registrant's 2001 annual meeting of stockholders, have been
incorporated by reference in Part III of this report.


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Summary

     Qorus.com, Inc., a Florida corporation ("Qorus"), provides intelligent
message communications services to enterprises, notably in the travel and
hospitality sectors. Our services enable users to improve their customer
relationships and their supply and demand chain management while reducing
expenses. To date, we have not generated any significant revenues. We will
require substantial additional financing to execute our business plan.
Additionally, we have received a "going concern" opinion from our accountants.

     Our services enable secure, real time, bi-directional communications
between companies and their customers (or other parties) via a number of
different media and devices worldwide. We deliver carrier-grade services through
an application service provider ("ASP") business model. Our greatest competitive
advantage is our ability to offer a real time notification platform that can be
customized and scaled to deliver measurable value to large enterprises around
the world.

Our Parents and Affiliates

     We are controlled by Thurston Group, Inc., a privately owned merchant
banking firm located in Chicago, Illinois, and its affiliates. Thurston Group,
directly and indirectly through its various affiliates and investment limited
partnerships, beneficially owns approximately 40% of our common stock.

     Thurston Group is controlled by Patrick J. Haynes, III, our Senior Chairman
and the Chairman of the Executive Committee of our board, and Russell T. Stern,
Jr. Our board has granted Mr. Haynes broad authority to manage our day-to-day
affairs, and Mr. Haynes actively participates in our management. Mr. Haynes does
not, however, have an employment contract with us and does not receive any cash
compensation for providing his services. Mr. Stern does not participate in our
management.

     Our messaging services are provided through a wholly owned subsidiary,
Aelix, Inc., which conducts business as "Aelix." Unless specified to the
contrary, all references to Qorus within this report include the operations of
Aelix.

History of our Formation

     Thurston Group and its affiliates and Deloitte & Touche Co. ("Deloitte")
founded NetDox, Inc. in 1997 with an initial aggregate capital investment of
approximately $35 million. NetDox was formed to develop secure messaging and
electronic trust services using Internet technologies.

     In March 1999, Thurston Group and its affiliates founded a privately held
Delaware corporation named "Qorus.com, Inc." ("Qorus Delaware") to develop and
provide messaging services. At or about this same time, Thurston Group and
Deloitte determined to discontinue their joint venture in NetDox, and Thurston
Group acquired Deloitte's interest. Certain key employees of NetDox joined Qorus
Delaware.

     In May 1999, the stockholders of Qorus Delaware entered into an Acquisition
Agreement with Golf Ball World, Inc., a Florida corporation ("Golf Ball World").
Pursuant to the Acquisition Agreement, each of those stockholders exchanged
their shares of Qorus Delaware common stock for an aggregate of 5,333,145 shares
of the common stock of Golf Ball World. As a result of such exchange, Qorus
Delaware became a wholly owned subsidiary of Golf Ball World and the former
stockholders of Qorus Delaware acquired approximately 71.5% of the issued and
outstanding shares of Golf Ball World. As provided in the Acquisition Agreement,
Golf Ball World changed its name to "Qorus.com, Inc."

     In July 1999, Qorus Delaware acquired substantially all of the operating
assets of NetDox to use in its messaging business.

     On or about October 5, 1999, Qorus Delaware was merged with and into Qorus
(the former "Golf Ball World, Inc.").

Our Product

     We market our products and services to companies which routinely wish to
deliver time-critical information to customers, employees or other parties.

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Unified Messaging

     Our initial service offering was unified messaging. This service
consolidated in-bound voice mail, e-mail, and fax messages and enabled the user
to receive these messages in one central mailbox. One of the powerful features
of the enhanced version of this system was that it could translate voice to text
and text to voice. As a result, the user could pick the medium through which
they receive messages and the medium through which they send messages. For
example, a user could listen to an e-mail via mobile phone, respond by voice and
have the system translate the reply to an e-mail communication.

Message Delivery and Notification Services for Large Commercial Enterprises

     In the fall of 2000, we determined that the unified message service was not
the most opportune focus for the business. We determined that we should focus
our attention on message delivery services as needed and used by large
commercial enterprises. We intend to specialize in pro-active message services
designed to enhance customer service functions. Examples of the types of
services we offer are the following:

     o    Confirm ticket reservations

     o    Confirm hotel reservations

     o    Broadcast information to large number of people

     We specialize in providing proprietary solutions designed to meet the
unique needs of each customer. We leverage "off-the-shelf" technology to provide
these solutions. We provide these solutions as an outsourced resource, retaining
accountability to meet a defined service level. We design solutions intended to
meet requirements for communication via wireline, wireless, Internet, PC or
personal digital assistant devices.

     We utilize our proprietary business templates to address specific
communications problems. Our initial offering, OmniReachSM, is an intelligent
communications solution for enhancing customer relationship management ("CRM").
OmniReachSM enables secure, real-time, bi-directional communications between
companies and their customers via a number of different media and devices
worldwide.

Target Market

     Our core competency is managed communications solutions for companies of
all sizes, but our focus is on communications solutions that have the following
characteristics:

     o    One-to-many. Companies that have large numbers of customers,
          suppliers, partners, prospects or employees.

     o    Time-sensitive. Companies which need to communicate information to
          each of these groups urgently.

     o    Multi-device. In order to reach their customers in large numbers in
          real time, a communications solution must be capable of delivering to
          a number of different media and devices, including e-mail and instant
          messaging to a PC, fax, paging, mobile text messaging and voice to a
          telephone, whether wireline or mobile.

     o    Bi-directional. Problems where reaching the intended recipient isn't
          enough. The solution must enable the recipient to interact or
          transact.

     o    Carrier-grade quality. Companies need a high level of service quality
          and security, not "best effort".

     In practice, our focus is on Fortune 1,000 companies in the following
target industries/market segments:

     o    Travel/hospitality industry. This sector includes airlines, hotels,
          car rental agencies, travel agencies or rail providers. The travel
          business is reservations-based and therefore by its nature
          time-sensitive. In addition, customer communications is largely
          accomplished through direct mail and customer service representatives.
          Electronic communications, which is typically faster and less
          expensive, accounts for less than 1% of all customer communications in
          the major airlines.

     o    Financial services. Credit card issuers and banks can differentiate
          their services from those of their competitors by offering real-time
          communications with customers as to account status, electronic
          statement and bill presentment.

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     o    Health care. A large number of the health care industry's business
          processes are in paper or mail form, while cost pressures are driving
          providers to find more efficient solutions. Time-sensitive
          communications to patients, confirmations and prescription tracking
          are examples of opportunities within the health care industry.

     o    Delivery, courier and logistics companies. Using our services,
          transportation carriers could proactively notify senders when packages
          are delivered or give recipients advance notice of a pending delivery.

     o    Companies and sectors with large customer care staff. Companies can
          use proactive, intelligent communications to greatly improve the
          efficiency of existing customer service programs without disrupting
          operations.

     o    Companies and sectors with large reward or loyalty programs. Real-time
          communications with these key customer segments is becoming crucial
          for these types of business in all sectors.

     o    Real-time commerce sectors. These sectors include real estate,
          electronic auction sites, recruitment and business-to-business
          commerce exchanges. Enabling real-time, carrier-grade quality,
          one-to-many communications in these sectors would be a value added
          service.

Software License

     Our discontinued unified messaging service was based on software obtained
through a global license from Tornado Development, Inc. ("Tornado Development").
In July 1999, we made an equity investment in Tornado Development to secure
access to the technology, influence development priorities and provide corporate
direction. At that time, we acquired 127,324 shares of Tornado Development's
Series B preferred stock. At the same time, we also acquired 50,000 warrants to
purchase common stock of Tornado Development. Since that time, we transferred
63,581 shares of Series B preferred stock and 25,000 warrants to purchase common
stock back to Tornado Development in payment of $432,222 in accrued expenses
owed to Tornado Development, and we received a credit of $67,778 to be applied
to future services or fees due Tornado Development. Mr. Haynes served as a
director of Tornado Development as a representative for Qorus from April 1999
until he resigned in October 1999. Neither Thurston Group nor any of its
affiliates has any ownership of or investment in Tornado Development. We
terminated our license agreement with Tornado in 2000 when we decided not to
pursue the unified messaging service any longer.

     Separately, we entered into an agreement with Exodus Communications for
operation and management of our software. Exodus Communications is a leader in
Internet hosting and managed services. None of Qorus, Thurston Group or any of
their affiliates has any ownership of or investment in Exodus Communications.

Marketing Strategy

     Our strategic objective is to become a leader in the development and
marketing of communications management products. We intend to focus on servicing
the needs of large enterprises with time-critical customer service functions. We
will sell our services through our own sales force and through independent
distributors.

     On September 10, 1999, we entered into a master agreement with Moore
Business Communications Services ("Moore") which defined the terms under which
Moore would serve as a non-exclusive distributor of our electronic messaging
services. The agreement does not obligate Moore to order any services from us,
nor does it require us to sell exclusively to Moore. The agreement establishes
the terms and conditions controlling if, as and when Moore wishes us to provide
messaging services to its customers. Currently, we are providing services to one
of Moore's customers.

     In connection with the agreement with Moore, we entered into a commission
agreement with NetDox to compensate NetDox for its efforts in securing this
agreement. Under the commission agreement, NetDox will be entitled to a
commission in the amount of 20% of all gross revenues (excluding development
fees or other non-recurring revenues) received by us under the Master Agreement
with Moore. In December 2000, we reached an agreement with NetDox under which
NetDox released us from all past, present and future obligations to pay any
commissions under the commission agreement. In consideration for the release, we
conveyed to NetDox our ownership interest in convertible preferred stock and
warrants of Tornado Development. In the absence of such an agreement, we would
have owed NetDox $36,000 in commissions at the end of 2000.

Competition

     The message delivery industry is new and rapidly evolving, and there is no
dominant competitor. We expect competition to intensify as the market grows.



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     Current and potential competitors can be grouped into the following
categories:

     o    Existing "pure play" enhanced service providers.

     o    Direct electronic marketing companies.

     o    E-Business enablers.

     o    Emerging communications ASPs.

Existing Enhanced Service Providers

     There are a number of providers on the market today primarily focused on
enhanced services over the Web to consumers, most of whom have roots in e-mail
hosting or unified messaging and are now building applications complementary to
this basic functionality. Most of these providers are offering services for free
or nearly free over the public Internet. Some have begun to rebuild their
business models and reshape themselves as "unified communications" providers as
an ASP. The more prominent of these include the following:

     o    OneBox. A unified messaging provider, branching out into other
          applications including wireless.

     o    Jfax/eFax (J2 Communications). A unified messaging provider.

     o    Ureach. A unified messaging provider, rebranding itself as a
          communications ASP offering a large variety of services to end-users.

     o    Mail.com. E-mail hosting, branching out into other areas such as
          wireless.

     o    Visto. E-mail and calendar hosting, now actively pursuing corporate
          clients.

Electronic Marketing Companies

     These companies have their roots in electronic direct marketing, and are
focused on bulk e-mail delivery of marketing messages. Some of them have similar
multi-device delivery capabilities, but none has the vertical focus or the
intelligence layer in the platform. Their focus is primarily on direct marketing
alone, rather than in developing wider enterprise-wide communications solutions.
The most prominent of these include the following:

     o    XPedite (MessageReach). E-marketing provider.

     o    FloNetwork. E-marketing provider.

     o    MessageMedia. Software vendor.

E-Business Enablers

     These companies are limited in number as yet, and use messaging and
transactions to support sales of their e-business enabling software platforms.
The most prominent of these include the following:

     o    Microstrategy (Strategy.com). Microstrategy is focused on selling its
          Microstrategy 7.0 data mining software to enterprises, and uses
          messaging and alerts through its subsidiary, Strategy.com, to support
          sales of the software platform.

     o    Kana. Kana is a provider of customer communication and commerce tools
          for e-businesses. They are focused on customer relationship management
          and rely on messaging techniques as part of their overall e-business
          solutions.

     The basic business model of these companies is to sell software with the
associated maintenance and upgrades. We believe companies are unwilling to make
large investments in these types of offerings because of the upfront investment
and risk of obsolescence.

Emerging Communications Application Service Providers ("ASPs")

     There are a limited number of emerging communications ASPs offering
features and functionality focused on messaging and selling a platform. The most
prominent of these include the following:

     o    Envoy Worldwide (formerly MessageBlaster). Focus on multi-device
          delivery and tracking of one-to-many messages crafted by customers.
          Not focused on corporate database integration issues, carrier-grade
          quality or delivery intelligence. Service focused on end-user rather
          than corporate client.

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     o    Centerpost. Launched August 2000, focused primarily on simple
          messaging, rather than enabling business processes and transactions.

Industry

     The communications industry is undergoing significant change and rapid
growth. This is being fueled by four key elements:

     o    Deregulation and the introduction of competition on a global basis.

     o    Rapid advancement of computer and communications technology that is
          increasing speed, capacity, and quality.

     o    The emergence of the Internet as a significant communications medium.

     o    A deflationary environment that has reduced cost and stimulated
          demand.

     Within the telecommunications industry, the Internet is the fastest growing
segment. According to International Data Corporation ("IDC"), the number of
worldwide web users is expected to grow from 255 million in 1999 to over 600
million by the year 2003. The cornerstone of activity of these users is e-mail.
Electronic Mail and Messaging Systems estimates that the total number of global
e-mail boxes has increased to 325 million at the end of 1998 from 198 million at
the end of 1997. By the year 2001, the number of mailboxes is expected to
continue to grow, and, in the U.S., analysts anticipate that there will be more
than 6.8 trillion electronic messages, according to Sounding Board Magazine.

     In addition to e-mail, the Internet is starting to attract fax and voice
traffic. For example, making telephone calls using the Internet, commonly
referred to as Internet telephony, represented about $2 billion of revenue in
1998, according to Sounding Board Magazine. Analysts expect that by the year
2002, Internet telephony revenue will approach $25 billion, according to
Sounding Board Magazine. Fax traffic is also growing. Sounding Board Magazine
reports that the Internet fax market was estimated at over $120 million in 1998
and is expected to grow to over $420 million by 2002.

     In 1998, service revenue from e-mail was estimated at approximately $6
billion, according to IDC, and revenue from voice-mail services was estimated at
approximately $2 billion, according to Sounding Board Magazine. According to
IDC, analysts estimate that service revenue in 2002 for these applications will
approach $12 billion, plus an additional $.5 billion for the unified messaging
market.

     The Internet is rapidly maturing into a global communications medium. It is
evolving from passive publishing to an interactive communications and
applications environment. It will continue to play an increasingly important
role in electronic commerce and become the dominant source of information. We
believe it will be the medium of choice for voice, data, and video
communications.

     We believe that the combination of voice and data networks will be the most
significant event to impact the information and communications industry over the
next few years. We also believe that the market for services and applications,
based on the combined networks, will continue to grow. We believe our
software-based service will position us to participate in this growth by
enabling us to offer enhanced services. We believe the rapidly evolving
e-commerce industry offers especially promising opportunities for new services,
and we intend actively to focus on developing messaging solutions for the
e-commerce market.

Government Regulation

     There are few current laws and regulations that apply specifically to
access to, or commerce on, the Internet. Due to the increasing popularity and
use of the Internet, however, it is possible that laws and regulations with
respect to the Internet may be adopted at federal, state, provincial and even
local levels, covering issues such as user privacy, freedom of expression,
pricing, characteristics and quality of products and services, taxation,
advertising, intellectual property rights, information security and the
convergence of traditional telecommunications services with Internet
communications. Such future regulations may have a material adverse effect on
our business.

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     Sections of the Communications Decency Act of 1996 which imposed criminal
penalties on anyone distributing "indecent" material to minors over the Internet
were held to be unconstitutional by the U.S. Supreme Court. Nonetheless, similar
laws may be proposed, adopted and upheld in the U.S. or other jurisdiction. The
nature of future legislation and the manner in which it may be interpreted and
enforced cannot be fully determined and, therefore, legislation similar to the
Communications Decency Act could subject us or our customers to potential
liability, which in turn could have a material adverse effect on our business,
results of operations and financial condition.

     The adoption of any such laws or regulations might decrease the growth of
the Internet, which in turn could decrease the demand for our services, increase
the cost of doing business or in some other manner have a material adverse
effect on our business, results of operations and financial condition.

     In addition, applicability to the Internet of existing laws governing
issues such as property ownership, copyright and other intellectual property
issues, taxation, libel, obscenity and personal privacy is uncertain. The vast
majority of such laws were adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies. Changes to such laws intended
to address these issues could create uncertainty in the marketplace that could
reduce demand for our services, increase the cost of doing business, promulgate
litigation or have a material adverse effect on our business, results of
operations and financial condition.

     We are not currently subject to direct regulation by the Federal
Communications Commission or any other governmental agency, other than
regulations applicable to businesses in general. In the future, however, we may
become subject to regulation by the FCC or another regulatory agency. Our
business could suffer depending on the extent to which our activities are
regulated or proposed to be regulated.

     The growth of the Internet, coupled with publicity regarding Internet
fraud, may lead to the enactment of more stringent consumer protection laws. If
we become subject to claims that we have violated any laws, even if we
successfully defend against these claims, our business could suffer. Moreover,
new laws that impose restrictions on our ability to follow current business
practices or increase our costs of doing business could hurt our business.

Employees

     As of March 26, 2001, we employed 14 people. Of that total, ten are engaged
in operations and engineering, two are engaged in marketing and sales and two
are in management and administration. Our employees are not represented by a
collective bargaining unit. We consider relations with our employees to be good.

Risk Factors

     In addition to the other information discussed in this annual report, you
should carefully consider the following risk factors in evaluating the merits
of an investment in Qorus.

WE ARE IN THE INITIAL STAGES OF MARKETING OUR PRODUCT AND HAVE HAD MINIMAL
REVENUES. OUR FAILURE TO GENERATE REVENUE IN THE FUTURE WOULD MATERIALLY
ADVERSELY AFFECT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

     We began our business in early 1999 and, as of the date of this report, we
have not generated significant revenue. Our independent auditors included an
explanatory paragraph in their report for the year ended December 31, 2000,
which indicated a substantial doubt as to the ability of Qorus to continue as a
going concern.

WE WILL NEED SUBSTANTIAL ADDITIONAL FINANCING TO CONTINUE AS A GOING CONCERN. WE
HAVE NO PRESENT COMMITMENTS TO SECURE LONG-TERM FINANCING.

     During 2000, we obtained $6.1 million of loans from Thurston Interests,
LLC, Apex Investment Fund III, Apex Strategic Partners and Thurston
Communications Corporation. The proceeds from such loans provided us capital to
conduct our business, but we do not have any future funding commitments from any
party. We have retained the Thurston Group to assist us in locating and securing
permanent financing. Our failure to obtain substantial additional financing
would materially adversely affect our ability to implement our business plan and
to develop our services and products.

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THE MARKET FOR MESSAGING SERVICES IS IN THE EARLY STAGE OF DEVELOPMENT. IF THE
MARKET FOR MESSAGING SERVICES FAILS TO DEVELOP, OR DEVELOPS MORE SLOWLY THAN
ANTICIPATED, OUR FUTURE RESULTS OF OPERATIONS WILL BE MATERIALLY ADVERSELY
AFFECTED.

     Our services are designed as an electronic messaging system which affords
effective and efficient communication among e-mail, fax, pager and voice
mediums, via the Internet or over the phone. The market for our services is at
an early stage of development, is rapidly evolving and is characterized by an
increasing number and size of market entrants who have introduced or are
developing competing products or services. Demand and market acceptance for
recently introduced services is subject to a high level of uncertainty. There
can be no assurance that messaging related products and services developed by
others will not adversely affect our competitive position or render our services
noncompetitive.

OUR BUSINESS IS DEPENDENT ON THE FUTURE SUCCESS OF THE INTERNET.

     We are dependent on the future success of the Internet and whether it
continues to grow and be utilized as a communications medium. If consumers lack
confidence in utilizing Internet based services, because of inadequate
development of the necessary infrastructure or as a result of security issues,
and the Internet does not become or continue as a viable communication medium,
our business, operating results and financial condition will be materially
adversely affected.

WE FACE SUBSTANTIAL COMPETITION IN THE TELECOMMUNICATIONS INDUSTRY AND MANY OF
OUR COMPETITORS ARE LARGER AND HAVE MORE RESOURCES THAN WE HAVE. OUR FAILURE TO
COMPETE SUCCESSFULLY WITH EXISTING OR FUTURE COMPETITORS WOULD MATERIALLY
ADVERSELY AFFECT OUR FUTURE RESULTS OF OPERATIONS.

     The market for our services is extremely competitive, subject to rapid
change and characterized by constant demand for new features, new enhancements
and lower prices. Possible competitors range from small companies with limited
resources to very large companies with substantially greater financial,
technical, managerial and marketing resources. Competitors may be able to
develop and offer products and services that are comparable or superior to those
offered by us or adapt more quickly than us to new technologies or evolving
customer requirements.

FUTURE REGULATION OF THE INTERNET OR E-COMMERCE BY VARIOUS GOVERNMENT
AUTHORITIES COULD ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL RESULTS.

     Only a small body of laws and regulations currently apply specifically to
content of, access to, or commerce on, the Internet. However, laws and
regulations with respect to the Internet may be adopted by governments in any of
the jurisdictions in which we can sell our services covering issues such as
user privacy, freedom of expression, pricing, characteristics and quality of
products and services, taxation, advertising, intellectual property rights,
information security and the convergence of traditional telecommunications
services with Internet communications. To the extent the adoption of such laws
and regulations increases our costs or expenses or decreases the demand for our
services and products, our business and financial results would be adversely
affected.

A SIGNIFICANT PERCENTAGE OF OUR OUTSTANDING COMMON STOCK IS CONTROLLED BY
INSIDERS. THEREFORE, CURRENT MANAGEMENT CAN CONTINUE TO GOVERN THE COMPANY AND
MAY DETER A CHANGE IN CONTROL WHICH COULD BE BENEFICIAL TO OTHER STOCKHOLDERS.

     In the aggregate, our executive officers and directors, and their
affiliates, beneficially own approximately 62% of our outstanding common stock.
As a result, such persons, acting together, will have the ability to control
most matters submitted to stockholders of Qorus for approval, including the
election and removal of directors and the control of management.

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Accordingly, such concentration of ownership may have the effect of delaying,
deferring or preventing a change in control of Qorus, impeding a merger,
consolidation, takeover or other business combination involving Qorus or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, which in turn could have a material adverse
effect on our market value.

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, WHICH SUBSTANTIALLY INCREASES THE RISK OF LOSS TO PERSONS OWNING OUR
COMMON STOCK.

     Because of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to purchase or sell shares of
our common stock when you desire to do so. The inability to sell your shares in
a rapidly declining market may substantially increase an investor's risk of loss
because of such illiquidity and because the price for our common stock may
suffer greater declines because of its price volatility.

WE ARE NOT REQUIRED TO MEET OR MAINTAIN ANY LISTING STANDARDS FOR OUR COMMON
STOCK TO BE TRADED ON THE OTC BULLETIN BOARD.

     The OTC Bulletin Board is separate and distinct from The Nasdaq Stock
Market. Although the OTCBB is a regulated quotation service operated by The
Nasdaq Stock Market that displays real-time quotes, last sale prices, and
volume information in over-the-counter securities like our common stock, we are
not required to meet or maintain any qualitative or quantitative standards for
our common stock to be traded on the OTCBB. Our common stock does not presently
meet the minimum listing standards for listing on The Nasdaq Stock Market or
any national securities exchange.

ITEM 2. DESCRIPTION OF PROPERTIES.

     Our executive offices are located at 9800 South Sepulveda Boulevard, Suite
318, Los Angeles, California. The offices comprise 5,960 square feet and are
leased from a non-affiliated third party under a lease which expires on May 31,
2002. The required monthly lease payment is $5,750.

     We relocated our executive offices from Fairfax, Virginia to Los Angeles
during February 2001. We are attempting to sublet our former 4,643 square feet
executive office in Fairfax, Virginia. This space is leased from a
non-affiliated party under a lease which expires on May 31, 2005. The required
monthly rental payment under the lease is $10,447.

ITEM 3. LEGAL PROCEEDINGS.

     Not applicable.

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

     There were no matters submitted to a vote of our shareholders during the
fourth quarter of the fiscal year ended December 31, 2000.

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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our common stock is traded in the over-the-counter market under the symbol
"QRUS," and quotations may be found in the "pink sheets" published by Pink
Sheets LLC. The common stock trades only sporadically and has experienced in the
past, and is expected to experience in the future, significant price and volume
volatility. Prior to May 17, 1999, our shares of common stock were traded under
the symbol "GBLL". The reported high and low bid prices for the common stock as
reported by Pink Sheets LLC are shown below for each quarter in the previous two
fiscal years. The reported high and low bid prices for the common stock for the
first two quarters of 1999 have been adjusted to reflect a 1-for-3 stock split
declared on May 17, 1999. 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.

<TABLE>
<CAPTION>
                                                       HIGH       LOW
                                                       ----       ----
<S>                                                    <C>         <C>
     2000
        First Quarter                                  $3.38       $0.75
        Second Quarter                                 $5.13       $2.00
        Third Quarter (first available, August 5)      $3.13       $0.69
        Fourth Quarter                                 $0.88       $0.19


     1999
        First Quarter                                   $.03        $.03
        Second Quarter                                 $4.75        $.03
        Third Quarter                                  $6.50       $5.00
        Fourth Quarter                                 $5.50       $1.00

</TABLE>



     The approximate number of holders of record of common stock on March 26,
2001 was 150.

     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 to finance the development
and expansion of 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

     In 1998, we issued an aggregate of 37,833 shares of common stock (as
adjusted for the 1-for-3 stock split in 1999) to the original investors in Golf
Ball World upon the exercise of outstanding warrants. Each of the warrantholders
represented that he was an "accredited investor" and was acquiring such shares
for investment and not with a view to distributing such shares. A legend to such
effect was placed on the certificates representing such shares, and appropriate
"stop transfer" instructions were given to our transfer agent. The issuance of
such shares was made without registration under the Securities Act in reliance
on the exemption afforded by Section 4(2) under the Securities Act.

     Subsequent to March 25, 1999, but before April 15, 1999, Qorus Delaware
issued an aggregate of 5,333,145 shares of its common stock, $.001 par value per
share, for a purchase price of $.001 per share to Thurston Group and twelve of
its affiliated entities, none of which was formed for the purpose of making the
investment. Each of such stockholders represented and warranted that it was an
"accredited investor" and was acquiring such shares for investment and not with
a view to distributing such shares. A legend to such effect was placed on the
certificates representing such shares, and appropriate "stop transfer"
instructions were given to the transfer


                                      II-1
<PAGE>   11

agent. The issuance was made without registration under the Securities Act of
1933 in reliance upon the exemption from registration afforded by Section 4(2)
under the Securities Act.

     On May 19, 1999, Qorus entered into an Acquisition Agreement with the
thirteen stockholders of Qorus Delaware pursuant to which we issued an aggregate
of 5,333,145 shares of our common stock to them in exchange for 100% of the
issued and outstanding common stock of Qorus Delaware. Each of such stockholders
again represented and warranted that it was an "accredited investor" and was
acquiring such shares for investment and not with a view to distributing such
shares. A legend to such effect was placed on the certificates representing such
shares, and appropriate "stop transfer" instructions were given to Qorus'
transfer agent. The issuance was made without registration under the Securities
Act of 1933 in reliance upon the exemption from registration afforded by Section
4(2) under the Securities Act.

     On May 19, 1999, Qorus issued an aggregate of 3,896,223 shares of its
common stock to thirty-two investors for a purchase price of $1.00 per share.
Each of such investors was, at the time, a beneficial owner of shares of common
stock of Qorus. Each of such investors also represented and warranted that such
investor was an "accredited investor" and was acquiring the shares for
investment and not with a view to distributing such shares. A legend to such
effect was placed on the certificates representing such shares, and appropriate
"stop transfer" instructions were given to our transfer agent. The issuance was
made without registration under the Securities Act in reliance upon the
exemption from registration afforded by Section 4(2) under the Securities Act.

     On November 1, 1999, Qorus issued an aggregate of 20,000 shares of its
common stock to Thomson Kernaghan & Co, Ltd. for a purchase price of $.001 per
share. Thomson Kernaghan was, at the time, a beneficial owner of shares of
common stock of Qorus. Thomson Kernaghan also represented and warranted that it
was an "accredited investor" and was acquiring the shares for investment and not
with a view to distributing such shares. A legend to such effect was placed on
the certificates representing such shares, and appropriate "stop transfer"
instructions were given to our transfer agent. The issuance was made without
registration under the Securities Act in reliance upon the exemption from
registration afforded by Section 4(2) under the Securities Act.

     On March 27, 2000, Qorus issued a warrant to purchase 3,200 shares of its
common stock to First Portland Corporation in connection with an equipment lease
agreement. The warrant is exercisable for seven years at a purchase price of
$5.00 per share. First Portland Corporation represented and warranted that it
was an "accredited investor" and that upon exercise of the warrant it would
acquire the related shares of common stock for investment and not with a view to
distributing such warrant, or upon exercise, the shares of common stock to be
issued thereby. A legend to such effect was placed on the certificate
representing the warrant, and appropriate "stop transfer" instructions were
given to our transfer agent. The issuance was without registration under the
Securities Act in reliance upon the exemption from registration under the
Securities Act afforded by Section 4(2) under the Securities Act.

     At various times between January 1, 2000 and December 31, 2000, Qorus
issued an aggregate of 6,132,998 shares of its common stock to Thurston
Interests, L.L.C., Apex Investment Fund III, Apex Strategic Partners and
Thurston Communications Corporation for a purchase price of $.01 per share. The
shares were issued in connection with $6,132,999 in loans from such parties.
Convertible promissory notes in the aggregate amount of $6,132,999 were issued
to the lenders in connection with these loan transactions. The notes bear
interest at 10% per annum and are due on March 31, 2001. Each of the investors
represented and warranted that it was an "accredited investor" and was acquiring
the shares and the notes for investment and not with a view to distributing such
shares or notes. A legend to such effect was placed on the certificates
representing such shares, and appropriate "stop transfer" instructions were
given to our transfer agent. The issuance of the shares and the notes was made
without registration under the Securities Act in reliance upon the exemption
from registration afforded by Section 4(2) under the Securities Act.

     At various times between May 19, 1999, and December 31, 2000, Qorus granted
options to purchase an aggregate of 1.8 million shares of Qorus' common stock to
Qorus' directors, officers and employees pursuant to Qorus' 1999 stock option
plan. In addition, Qorus also granted options to purchase an aggregate of 1.8
million shares of Qorus' common stock to Qorus' employees and other parties
pursuant to individual option agreements. Qorus filed a Registration Statement
on Form S-8 (File No. 333-43132) on August 4, 2000 covering the shares of common
stock to be issued pursuant to the 1999 stock option plan. Such options were
granted in reliance upon the exemption provided in Rule 701 under the Securities
Act.

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 Qorus, including
plans and objectives related to the consummation of future private and public
issuances of Qorus' equity and debt securities. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties.

                                      II-2
<PAGE>   12

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 Qorus. Although Qorus
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 Qorus or any other
person that the objectives and plans of Qorus will be achieved.

     We record as revenue the service fee charged to customers as services are
rendered. We additionally record as revenue all service fees charged for
software engineering required to customize our services for specific electronic
messaging applications when such engineering services are rendered and invoiced.
All of Qorus' revenue through December 31, 2000 came from one customer, which
serves as a distributor. Our revenue in 2000 was $0.2 million.

     In connection with our sole customer, we entered into a commission
agreement with NetDox to compensate NetDox for its efforts in securing this
party as a distributor. Under the agreement, NetDox was entitled to a commission
in the amount of 20% of all gross revenues (excluding development fees or other
non-recurring revenues) received by us as a result of efforts of this
customer/distributor. In December 2000, we reached an agreement with NetDox
under which NetDox released us from all past, present and future obligations to
pay any commissions for any business generated by Moore. In consideration for
the release, we conveyed to NetDox our ownership interest in convertible
preferred stock and warrants of Tornado Development. In the absence of such an
agreement, we would have owed NetDox $36,000 in commissions at the end of 2000.

     Inasmuch as we will continue to have a high level of operating expenses, we
will continue to be required to make certain up-front expenditures in connection
with our system engineering efforts to prepare the messaging service for each
customer's service launch. We will also incur up-front expenses to continue our
sales and marketing effort. Qorus anticipates that losses will continue for the
foreseeable future.

     Our expenses have exceeded net revenues since inception. For the period
from March 10, 1999 to December 31, 2000, Qorus sustained cumulative net losses
of $15.9 million.

PLAN OF OPERATION FOR NEXT 12 MONTHS

     Our capital requirements have been and will continue to be significant, and
our cash requirements have exceeded cash flow from operations since inception.
As a result, we have been substantially dependent on the proceeds of earlier
private placements of debt and equity securities to satisfy working capital
requirements. We will be dependent upon the proceeds of future private placement
offerings to satisfy working capital requirements, to fund certain marketing
activities and to continue implementing our expansion strategy. In February
2001, we terminated five employees in an effort to reduce overhead expenses.
Additionally, our President and Chief Executive Officer resigned, and there are
no immediate plans to replace that individual.

     To fund cash requirements during 2000, we issued notes in the aggregate
face value of $6.1 million. After deducting fees owed to the Thurston Group in
connection with this financing, net funds available for operations were
approximately $5.6 million. Of the $6.1 million of notes issued in 2000, an
aggregate of $5.2 million were in the form of convertible notes. Such notes will
mature on March 31, 2001, but, in the event of a successful sale of Qorus or
Aelix securities resulting in cash proceeds of $5.0 million or more before the
maturity date, the notes will automatically convert into securities of the same
class and/or series as sold in such private sale.

     Between January 1, 2001 and March 26, 2001, we issued notes in the
aggregate face value of $1.0 million to Thurston Interests LLC, Thurston Group
and Thurston Communications Corporation. In connection with these loan
transactions, we have agreed to sell to the lenders 828,000 shares of our common
stock at a purchase price per share of $.01. We are endeavoring to raise
additional funds for operations through a private placement offering of between
$3 million to $5 million. If we are unable to raise funds through a private
placement offering, we will need to pursue other options such as sale of the
company, merger with another entity or dissolution.

     We believe, based on current proposed plans and assumptions relating to our
operations, that this prospective private placement, if successful, together
with anticipated revenues from operations, will be sufficient to fund our
operations and working capital requirements over the next 12 months. In the
event that our plans or assumptions relating to operations change or prove to be
inaccurate, or if the net proceeds of future private placements together with
revenues generated from operations prove to be insufficient (due to, among other
things, inability to attract capital under a private placement, unanticipated
expenses, increased competition, unfavorable general economic conditions,
inability to successfully market messaging services, or other unforeseen
circumstances), we could be required to seek other less desirable alternatives.
There can be no assurance that additional financing from any source will be
available when needed on commercially reasonable terms, or at all. We are
dependent upon the Thurston



                                      II-3
<PAGE>   13

Group to raise sufficient funds for us to meet our cash requirements. Should
additional cash be required prior to completion of a private placement, Qorus is
dependent upon Thurston Group and its affiliates to provide additional cash at
commercially reasonable terms.

     Qorus intends to procure new customers to enhance the likelihood of revenue
growth. To accomplish this, Qorus will market its service both through a direct
sales force that will call upon, sell and service these potential customers and
through co-marketing programs through distributors, with hardware and software
companies that currently offer complementary products to the same market. These
co-marketing partners will provide sales leads to the direct sales force.
Initially, we will focus on the United States market for messaging services.


RESULTS OF OPERATIONS

     Selected financial data with respect to the year ended December 31, 2000 is
set forth below.

<TABLE>
<CAPTION>
                                                             QORUS.COM, INC.
                                                            -----------------
                                                            DECEMBER 31, 2000
<S>                                                         <C>
                        BALANCE SHEET DATA
           Cash and cash equivalents                               $ 99
           Total assets                                             700
           Notes payable to related parties                       6,233
           Total liabilities                                      7,125
           Accumulated deficit                                  (16,085)
           Total stockholders' equity (deficit)                  (6,425)

</TABLE>

<TABLE>
<CAPTION>
                                                             QORUS.COM, INC.
                                                            -----------------
                    STATEMENT OF OPERATIONS DATA            DECEMBER 31, 2000
<S>                                                         <C>

           Revenues                                                $199
           Total costs and expenses                               7,421
           Loss from operations                                   7,222
           Other income (expense), net                           (5,720)
           Net Loss                                              12,942
           Basic and diluted loss per share                        0.94
           Shares used in computing basic loss per
           share (weighted average)                          13,737,352
</TABLE>


     During the year ended December 31, 2000, we incurred significant expenses.
The majority of these expenses are salaries and professional fees. Salaries and
wages for the period approximate $2.2 million. Professional fees totaled $1.0
million, inclusive of legal, fund raising, audit, accounting and other
professional service fees. Interest expense of $0.3 million was attributable to
notes payable principally to related parties. We also recorded a non-cash
expense of $5.4 million relating to the difference between the fair market value
of common stock issued to certain lenders during 2000 and the proceeds from the
sold securities.

     As a result of the foregoing, the net loss for the year ended December 31,
2000 was $12.9 million.

LIQUIDITY AND CAPITAL RESOURCES

     Our capital requirements have been and will continue to be significant and
our cash requirements have been exceeding cash flow from operations. At December
31, 2000, we had negative working capital of $6.9 million, largely attributable
to $6.2 million in short-term indebtedness. Our cash balance was $0.1 million at
December 31, 2000. During 2000, we satisfied working capital requirements
through limited cash flow generated from operations and the issuance of debt and
equity and debt securities to related parties. Net


                                      II-4
<PAGE>   14


cash used in operating activities was $6.9 million for the year ended December
31, 2000, primarily as a result of significant operating losses.

     Net cash used by investing activities was $0.3 million during the year
ended December 31, 2000, substantially all of which was attributed to the
purchase of property and equipment. Net cash provided by financing activities
was $6.2 million, which included net proceeds of $6.1 million from issuance of
common stock and debt instruments.

     We have operating leases payable to a third-party leasing company. One such
lease is for the telephone-related equipment necessary to operate the messaging
service. This 36-month operating lease which began in July 1999 and ends June
2002 requires a monthly payment of $6,842 plus appropriate taxes. The other
operating leases are for computer equipment necessary to operating the messaging
systems. These two simultaneous 18-month operating leases began September 1999
and ended in February 2001 and required a total monthly payment of $21,806 plus
appropriate taxes.

     We also are a party to a property lease for an executive office and
operations center in Los Angeles, California. This lease expires May 31, 2002.
Monthly rental is $5,750. In addition, Qorus leases office space in Fairfax,
Virginia under a lease which expires on May 31, 2005. Monthly rental for the
Fairfax, VA office space is approximately $10,447. We are endeavoring to
sublease the Fairfax, VA office space, which is in excess of actual space
requirements.

     Future minimum payments under the leases are as follows:

<TABLE>
<CAPTION>
                CALENDAR YEAR ENDED                  $ 000
                -------------------                  -----
<S>                                                 <C>
                        2001                         $ 195
                        2002                           160
                        2003                           135
                        2004                           139
                        2005                            59
                                                     -----
                        Total                        $ 688
</TABLE>



     We had $0.1 million of cash and cash equivalents as of December 31, 2000.

     During 1999, we transferred $500,000 worth of investment in Tornado
Development stock back to Tornado Development in exchange for a reduction in the
accrued expenses owed by $432,222 and a credit against future expenses of
$67,778. In addition, we received $555,000 in payments relating to a note
receivable from NetDox. On or about December 31, 2000, as part of a rescission
agreement with NetDox, Inc., NetDox paid the total amount due on its note, and
we paid the total amount due on NetDox's note to Thurston Bridge Fund II. This
resulted in approximately $950,000 net cash to Qorus.

GOING CONCERN

     We have generated minimal revenues and incurred substantial losses from
operations since our inception. As a result, our independent auditors included
an explanatory paragraph in their report for the years ended December 31, 1999
and December 31, 2000, which indicates a substantial doubt as to our ability to
continue as a going concern.

IMPACT OF ACCOUNTING STANDARDS

     New Accounting Standards Statements of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS No. 130) issued by the FASB is
effective for financial statements with fiscal years beginning after December
15, 1997. Earlier application is permitted. SFAS No. 130 establishes standards
for reporting and display of comprehensive income and its components


                                      II-5
<PAGE>   15
in a full set of general purpose financial statements. There was no effect on
our financial position or results of operations from the adoption of this
statement.

     Statements of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" (SFAS No. 131) issued by the
FASB is effective for financial statements beginning after December 15, 1997.
The new standard requires that public business enterprises report certain
information about operation segments in complete sets of financial statements of
the enterprise and in condensed financial statements of interim periods issued
to shareholders. It also requires that public business enterprises report
certain information about their products and services, the geographic areas in
which they operate and their major customers. The adoption of SFAS No. 131 had
no material effect on our results of operations.

ITEM 7. FINANCIAL STATEMENTS.

     The following financial statements required by this item are filed
herewith:



<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
INDEPENDENT AUDITORS' REPORT                                                                             F-1


FINANCIAL STATEMENTS:

Balance Sheet, December 31, 2000                                                                         F-2

Statements of Operations
  For the Year Ended December 31, 2000,
    the Period March 10, 1999 (Date of Inception)
    to December 31, 1999 and the Period March 10,
    1999 (Date of Inception) to December 31, 2000                                                        F-4

Statements of Shareholders' Equity (Deficit)
    For the Year Ended December 31, 2000,
    the Period March 10, 1999 (Date of Inception)
    to December 31, 1999                                                                                 F-7

Statements of Cash Flows For the Year Ended December 31, 2000, the Period March
    10, 1999 (Date of Inception) to December 31, 1999 and the Period March 10,
    1999 (Date of Inception) to December 31, 2000                                                        F-9

Notes to Financial Statements                                                                           F-12
</TABLE>


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

     None.



                                      II-6
<PAGE>   16



                                    PART III

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

     The information required by this Item regarding the directors and executive
officers of Qorus will be included in Qorus' definitive Proxy Statement to be
filed pursuant to Regulation 14A in connection with Qorus' 2000 annual meeting
of shareholders and is incorporated herein by reference thereto.

ITEM 10. EXECUTIVE COMPENSATION.

     The information required by this Item regarding the directors and executive
officers of Qorus will be included in Qorus' definitive Proxy Statement to be
filed pursuant to Regulation 14A in connection with Qorus' 2000 annual meeting
of shareholders and is incorporated herein by reference thereto.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by this Item will be included in Qorus' definitive
Proxy Statement to be filed pursuant to Regulation 14A in connection with Qorus'
2000 annual meeting of shareholders and is incorporated herein by reference
thereto.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by this Item will be included in Qorus' definitive
Proxy Statement to be filed pursuant to Regulation 14A in connection with Qorus'
2000 annual meeting of shareholders and is incorporated herein by reference
thereto.

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

     (a)  Exhibits.

     The exhibits required to be furnished pursuant to Item 13(a) are listed in
the Index to Exhibits filed herewith, which Index to Exhibits is incorporated
herein by reference.

     (b)  Report on Form 8-K.

     None.

                                     III-1
<PAGE>   17

                                   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 in the city of Chicago, Illinois on the 30th day of March, 2000.

                                    QORUS.COM, INC.


                                    By:    /s/ PATRICK J. HAYNES, III
                                       -----------------------------------------
                                               Patrick J. Haynes, III
                                               Chief Executive Officer

     In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates stated.

<TABLE>
<CAPTION>
            SIGNATURE                               TITLE                            DATE
<S>                                   <C>                                          <C>

/s/ PATRICK J. HAYNES, III
------------------------------
Patrick J. Haynes, III                Chairman of the Board, Chief Executive       March 30, 2001
                                      Officer and President (Principal
                                      Executive and Financial Officer)
/s/ GEORGE M. MIDDLEMAS
------------------------------
George M. Middlemas                   Director                                     March 30, 2001

/s/ ROBERT T. ISHAM, JR.
------------------------------
Robert T. Isham, Jr.                  Director                                     March 30, 2001

/s/ THOMAS C. RATCHFORD
------------------------------
Thomas C. Ratchford                   Chief Financial Officer (Principal           March 30, 2001
                                      Accounting Officer)
</TABLE>



                                Signature Page
<PAGE>   18

INDEPENDENT AUDITORS' REPORT


To the Board of Directors
  of Qorus.com, Inc.:

We have audited the accompanying balance sheet of Qorus.com, Inc. (a development
stage company) (the "Company") as of December 31, 2000 and the related
statements of operations, shareholders' equity (deficit) and cash flows for the
year then ended, the period March 10, 1999 (date of inception) to December 31,
1999 and the period March 10, 1999 (date of inception) to December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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, 2000 and
the results of its operations and its cash flows for the year then ended, the
period March 10, 1999 (date of inception) to December 31, 1999 and the period
March 10, 1999 (date of inception) to December 31, 2000 in conformity with
generally accepted accounting principles.

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 had minimal revenues and incurred losses
from operations since inception. These conditions raise substantial doubt about
its ability to continue as a going concern. Management's plans regarding those
matters also are described in Note 7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.




/s/ Farber & Hass LLP
February 9, 2001
Oxnard, California



                                      F-1
<PAGE>   19



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEET
DECEMBER 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<S>                                                             <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                        $  98,926
Accounts receivable                                                 21,766
Prepaid expenses and other current assets                          100,049
                                                                 ---------
Total current assets                                               220,741
                                                                 ---------

PROPERTY AND EQUIPMENT:
Furniture and fixtures                                              29,534
Office equipment                                                   186,468
Production equipment                                               140,847
Leasehold improvements                                              46,491
                                                                 ---------
Total property and equipment                                       403,340
Less accumulated depreciation                                      (87,995)
                                                                 ---------
Property and equipment, net                                        315,345
                                                                 ---------

OTHER ASSETS:
Software licenses, net of accumulated
    amortization of $62,593                                         22,672
Deposits                                                           141,165
                                                                 ---------
Total other assets                                                 163,837
                                                                 ---------

TOTAL ASSETS                                                     $ 699,923
                                                                 =========
</TABLE>


                                                                     (Continued)



                                      F-2
<PAGE>   20



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEET - CONTINUED
DECEMBER 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<S>                                                                                     <C>
LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                                                    $    563,472
Notes payable                                                                                  51,403
Accrued expenses to related parties                                                           277,346
Notes payable to related party                                                              6,232,999
                                                                                         ------------
Total current liabilities                                                                   7,125,220
                                                                                         ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Preferred stock, par value $.01; 5,000,000 shares
    authorized and no shares issued
Common stock, par value $.001; 50,000,000 shares authorized and 17,487,407
    shares issued and outstanding; 2,000,000 shares reserved for
    future issuance                                                                            17,487
Additional paid-in capital                                                                  9,644,787
Accumulated deficit                                                                       (16,085,071)
Less note receivable for common stock                                                          (2,500)
                                                                                         ------------
Total shareholders' deficit                                                                (6,425,297)
                                                                                         ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                                              $    699,923
                                                                                         ============


See accompanying notes to financial statements
</TABLE>



                                      F-3
<PAGE>   21



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                March 10, 1999       March 10, 1999
                                                             (Date of Inception)   (Date of Inception)
                                                                to December 31,       to December 31,
                                               2000                 1999                  2000
                                           ------------      -------------------   -------------------
<S>                                        <C>               <C>                   <C>
REVENUES                                   $    198,578         $    105,775         $    304,353

COST OF REVENUES                              1,062,614              625,101            1,687,715
                                           ------------         ------------         ------------

GROSS LOSS                                     (864,036)            (519,326)          (1,383,362)
                                           ------------         ------------         ------------

OPERATING EXPENSES:
Selling and marketing                           754,768              347,630            1,102,398
General and administrative                    5,120,497            1,771,078            6,891,575
Impairment loss                                                      280,749              280,749
Loss on release of
  commission obligation -
  related party                                 482,924                                   482,924
                                           ------------         ------------         ------------
Total operating expenses                      6,358,189            2,399,457            8,757,646
                                           ------------         ------------         ------------

LOSS FROM OPERATIONS                         (7,222,225)          (2,918,783)         (10,141,008)
                                           ------------         ------------         ------------
</TABLE>


                                                                     (Continued)


                                      F-4
<PAGE>   22



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        March 10, 1999       March 10, 1999
                                                     (Date of Inception)  (Date of Inception)
                                                       to December 31,       to December 31,
                                       2000                 1999                2000
                                    -----------      -------------------  -------------------
<S>                                 <C>              <C>                  <C>
LOSS FROM OPERATIONS                 (7,222,225)         (2,918,783)        (10,141,008)
                                    -----------         -----------         -----------

OTHER INCOME (EXPENSE):
Other income                                 50                  50
Interest income                             983             140,610             141,593
Interest expense                       (298,315)           (155,719)           (454,034)
Loss on sale of assets                     (712)                                   (712)
Interest expense -
  convertible notes,
  beneficial conversion
  feature                            (5,421,540)                             (5,421,540)
                                    -----------         -----------         -----------
Other expense, net                   (5,719,534)            (15,109)         (5,734,643)
                                    -----------         -----------         -----------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                  (12,941,759)         (2,933,892)        (15,875,651)
</TABLE>


                                                                     (Continued)

                                      F-5


<PAGE>   23


QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                 March 10, 1999         March 10, 1999
                                                                               (Date of Inception)    (Date of Inception)
                                                                                 to December 31,        to December 31,
                                                                2000                  1999                   2000
                                                            -------------      -------------------    -------------------
<S>                                                         <C>                <C>                    <C>
LOSS BEFORE PROVISION
  FOR INCOME TAXES                                            (12,941,759)           (2,933,892)          (15,875,651)

PROVISION FOR INCOME TAXES                                            800                                         800
                                                            -------------         -------------         -------------

NET LOSS                                                    $ (12,942,559)        $  (2,933,892)        $ (15,876,451)
                                                            =============         =============         =============


BASIC AND DILUTED
  LOSS PER SHARE                                            $        (.94)        $        (.30)        $       (1.31)
                                                            =============         =============         =============
</TABLE>


See accompanying notes to financial statements



                                      F-6
<PAGE>   24



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                    Total
                                        Common Stock                                                                Share
                                  -------------------------       Additional                                       holders'
                                     Shares                         Paid-in       Accumulated       Note           Equity
                                  Outstanding       Amount          Capital        (Deficit)      Receivable      (Deficit)
                                  -----------     -----------     -----------     -----------     -----------    -----------
<S>                               <C>             <C>             <C>             <C>            <C>             <C>
BALANCE, MARCH 10, 1999
  (DATE OF INCEPTION)                     -0-     $       -0-     $       -0-     $       -0-     $      -0-     $       -0-

ISSUANCE OF COMMON STOCK:
Cash (Net of fees of
    $311,198)                       3,896,223           3,896       3,581,129                                      3,585,025
ADJUSTMENT TO GIVE EFFECT
    TO RECAPITALIZATION ON
    MAY 19, 1999                    7,543,367           7,543         201,088        (208,620)                            11
COMMON STOCK RETIRED                  (85,183)            (85)             85
ADDITIONAL CAPITAL
  CONTRIBUTED                                                         280,749                                        280,749
BENEFICIAL CONVERSION
 FEATURE - Interest                                                   105,000                                        105,000
NET LOSS                                                                           (2,933,892)                    (2,933,892)
                                  -----------     -----------     -----------     -----------     -----------    -----------
BALANCE, DECEMBER 31, 1999         11,354,407          11,354       4,168,051      (3,142,512)                     1,036,893
</TABLE>


                                                                     (Continued)



                                      F-7
<PAGE>   25



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2000
AND FOR THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                                     Total
                                      Common Stock                                                                   Share-
                              ----------------------------      Additional                                          holders'
                                 Shares                          Paid-in        Accumulated       Note              Equity
                               Outstanding       Amount          Capital        (Deficit)       Receivable         (Deficit)
                              ------------    ------------     ------------    ------------     ------------     ------------
<S>                           <C>             <C>              <C>             <C>              <C>              <C>
BALANCE,
  DECEMBER 31, 1999             11,354,407          11,354        4,168,051      (3,142,512)                        1,036,893

ISSUANCE OF COMMON
  STOCK                          6,133,000           6,133           55,196                           (2,500)          58,829

BENEFICIAL CONVERSION
  FEATURE - Interest                                              5,421,540                                         5,421,540

NET LOSS                                                                        (12,942,559)                      (12,942,559)
                              ------------    ------------     ------------    ------------     ------------     ------------

BALANCE,
  DECEMBER 31, 2000             17,487,407    $     17,487     $  9,644,787    $(16,085,071)    $     (2,500)    $ (6,425,297)
                              ============    ============     ============    ============     ============     ============
</TABLE>


See accompanying notes to financial statements



                                      F-8
<PAGE>   26



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                       March 10,         March 10,
                                                                         1999              1999
                                                                       (Date of          (Date of
                                                                      Inception)        Inception)
                                                                          to                to
                                                                      December 31,     December 31,
                                                         2000            1999              2000
                                                     ------------     ------------     ------------
<S>                                                  <C>              <C>              <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES:
Net loss                                             $(12,942,559)    $ (2,933,892)    $(15,876,451)
Adjustments to reconcile
  net loss to net cash used
    by operating activities:
  Depreciation                                             74,671           13,732           88,403
    Amortization                                          138,133          160,860          298,993
    Exchange of debt for
      investment                                          518,752                           518,752
    Impairment loss                                                        280,749          280,749
    Beneficial conversion
      feature - interest                                5,421,540          105,000        5,526,540
Changes in operating assets and liabilities:
  Accounts receivable                                      59,009          (80,775)         (21,766)
    Prepaid expenses and
    other assets                                          (30,247)        (152,425)        (182,672)
    Accrued expenses                                     (172,505)         817,942          645,437
                                                     ------------     ------------     ------------
Net cash used by
  operating activities                                 (6,933,206)      (1,788,809)      (8,722,015)
                                                     ------------     ------------     ------------

CASH FLOWS FROM
  INVESTING ACTIVITIES:
Acquisition of cash in
  recapitalization                                                              11               11
Purchase of property
  and equipment                                          (293,824)        (112,765)        (406,589)
Sale of property                                            2,841          350,000          352,841
                                                     ------------     ------------     ------------
Net cash provided (used)
  by investing activities                                (290,983)         237,246          (53,737)
                                                     ------------     ------------     ------------
</TABLE>

                                                                     (Continued)


                                      F-9
<PAGE>   27


QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                     March 10,        March 10,
                                                      1999             1999
                                                    (Date of         (Date of
                                                    Inception)       Inception)
                                                       to               to
                                                    December 31,     December 31,
                                       2000            1999             2000
                                    -----------     ------------    ------------
<S>                                 <C>              <C>            <C>
CASH FLOWS FROM
  FINANCING ACTIVITIES:
Notes payable borrowings,
  related party                       6,656,499         600,000       7,256,499
Proceeds from issuance
  of common stock, net                   58,829       3,585,025       3,643,854
Related party notes
  receivable issued                                  (3,370,346)     (3,370,346)
Accrued interest, related
  party                                 246,784                         246,784
Payments on note receivable                           1,621,387       1,621,387
Payments on note payable               (523,500)                       (523,500)
                                    -----------     -----------     -----------
Net cash provided
  by financing activities             6,438,612       2,436,066       8,874,678
                                    -----------     -----------     -----------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS            (785,577)        884,503          98,926

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                   884,503             -0-             -0-
                                    -----------     -----------     -----------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                     $    98,926     $   884,503     $    98,926
                                    ===========     ===========     ===========
</TABLE>

                                                                     (Continued)


                                      F-10
<PAGE>   28



QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2000,
THE PERIOD MARCH 10, 1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999 AND THE PERIOD MARCH 10, 1999
(DATE OF INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                 March 10,        March 10,
                                                   1999             1999
                                                 (Date of         (Date of
                                                Inception)        Inception)
                                                   to                to
                                                December 31,     December 31,
                                        2000       1999             2000
                                       ------   ------------     ------------
<S>                                    <C>      <C>             <C>
SUPPLEMENTAL DISCLOSURES
  OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                             $  -0-   $   1,770        $  1,770
  Income taxes                         $  800   $     -0-        $   800
</TABLE>


See accompanying notes to financial statements.



                                      F-11
<PAGE>   29


QORUS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF BUSINESS - Qorus.com, Inc. (a Florida corporation),
         (formerly Qorus.com, Inc., a Delaware corporation, incorporated on
         March 10, 1999; "Qorus-Delaware") (the "Company" or "Qorus"), doing
         business as Aelix.com, Inc. (a Delaware corporation) and Aelix, Inc. (a
         Delaware corporation) provides message communications services to the
         travel and hospitality sectors. Until the third quarter of 2000, the
         Company focused on delivery of unified messaging services, which
         allowed users to consolidate in-bound voice, e-mail and fax messages to
         a central mailbox featuring voice/text translation. Beginning in the
         third quarter of 2000, the Company changed its focus to providing
         pro-active messaging services designed to enhance customer service
         functions. The messaging services allow users to communicate securely
         with worldwide customers using a variety of media and devices.

         On May 19, 1999, the Board of Directors of Golf Ball World, Inc. (a
         non-operating public shell corporation) authorized the issuance of
         5,332,334 shares of its common stock in exchange for 100% of
         Qorus-Delaware's common stock. The acquisition was accounted for using
         the reverse purchase method of accounting, pursuant to which
         Qorus-Delaware was treated as the acquiring entity for accounting
         purposes. Concurrent with the transaction, the Company changed its name
         to Qorus.com, Inc. The assets, liabilities and shareholders' equity
         have been recorded at their historical values. The net assets of
         Qorus-Delaware and Golf Ball World, Inc. were $3,191,234 and $11 at May
         19, 1999, respectively.

         The financial statements represent the results of operations of
         Qorus-Delaware from inception (March 10, 1999) to December 31, 2000 for
         primarily the unified messaging services.

         CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
         investments with an original maturity of three months or less to be
         cash equivalents.



                                      F-12
<PAGE>   30



         CONCENTRATION OF CREDIT RISK - Financial instruments which potentially
         subject the Company to concentrations of credit risk consist
         principally of temporary cash investments. The Company places its
         temporary cash investments in certificates of deposit and with
         high-quality financial institutions. At December 31, 2000,
         substantially all cash and cash equivalents were on deposit with two
         financial institutions.

         PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
         Depreciation is provided using the straight-line method over the
         estimated useful lives of the assets, which range from two to five
         years. Leasehold improvements are amortized over the shorter of the
         useful life of the asset or the term of the related lease.

         LICENSES - The Company has license agreements with third parties for
         the software programming and internet support. The aggregate license
         fee for these agreements totalled $85,264. The agreements provide for
         varying terms from 2 years to perpetual. License expense to third
         parties for the year ended December 31, 2000 and the period ended
         December 31, 1999 totalled $39,632 and $22,960, respectively.

         COMMON STOCK - In May 1999, the Board of Directors approved a
         one-for-three reverse stock split. The split has been retroactively
         reflected in these financial statements to March 10, 1999 (date of
         inception).

         REVENUE RECOGNITION - The Company recognizes software engineering
         revenue and messaging services as such services are provided. Fees for
         messaging services are billed on a monthly basis.

         SIGNIFICANT CUSTOMER - One customer accounted for all revenues during
         the periods and total accounts receivable at December 31, 2000.

         ADVERTISING - Costs incurred for producing and communicating
         advertising are expensed when incurred and included in selling and
         marketing expenses. Advertising expense for the year ended December 31,
         2000 and the period ended December 31, 1999 amounted to $331,000 and
         $203,000, respectively.

         INCOME TAXES - Income taxes are provided based on earnings reported for
         financial statement purposes. In accordance with FASB Statement No.
         109, the asset and liability method requires the recognition of
         deferred tax assets and liabilities for the expected future tax
         consequences of temporary differences between tax bases and financial
         reporting bases of assets and liabilities.



                                      F-13
<PAGE>   31



         BASIC LOSS PER SHARE - The Company adopted the provisions of Statement
         of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
         Share" that established standards for the computation, presentation and
         disclosure of earnings per share ("EPS"), replacing the presentation of
         Primary EPS with a presentation of Basic EPS. It also requires dual
         presentation of Basic EPS and Diluted EPS on the face of the income
         statement for entities with complex capital structures. Diluted EPS has
         not been presented since the result of including the stock options
         (3,157,866 shares) would be anti-dilutive. Basic EPS is based on the
         weighted average number of common shares outstanding during the
         periods, which totalled 13,737,352 for the year ended December 31,
         2000, 9,779,640 for the period ended December 31, 1999 and 12,162,585
         since inception.

         FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company has financial
         instruments consisting of cash equivalents, receivables (including
         those from related parties), accounts and notes payable. The carrying
         value of the Company's financial instruments, based on current market
         and other indicators, approximate their fair value.

         ACCOUNTING FOR STOCK-BASED COMPENSATION - The Company's common stock
         commenced trading on June 28, 2000. Prior to that date, options were
         valued by the Board of Directors. Subsequent to June 28, 2000, stock
         option grants were set at the closing price of the Company's common
         stock on the day prior to the date of grant. Therefore, under the
         principles of APB Opinion No. 25, the Company does not recognize
         compensation expense associated with the grant of stock options. SFAS
         No. 123, "Accounting for Stock-Based Compensation", requires the use of
         option valuation models to provide supplemental information regarding
         options granted after 1994.

         Pro forma information regarding net income and earnings per share shown
         below was determined as if the Company had accounted for its employee
         stock options under the fair value method of that statement.

         The fair value of the options was estimated at the date of grant using
         a Black-Scholes option pricing model with the following weighted
         average assumptions: risk-free interest rates of 9.0%; dividend yields
         of 0%; volatility factors of the expected market price of the Company's
         common stock of 765%; and expected life of the options of 9.5 years.
         These assumptions resulted in weighted average fair values of $1.78 per
         share for stock options granted in 2000.



                                      F-14
<PAGE>   32



         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options. The Company's employee
         stock options have characteristics significantly different from those
         of traded options such as vesting restrictions and extremely limited
         transferability.

         For purposes of pro forma disclosures, the estimated fair value of the
         options is amortized over the option vesting periods. The Company's pro
         forma information is as follows (in thousands except share data) for
         the year ended December 31, 2000:

<TABLE>
<S>                                      <C>
Net loss, as reported                    $(12,942,559)

Net loss, pro forma                      $(13,907,496)

Basic and diluted loss per share         $      (1.01)
</TABLE>


         Information regarding stock options outstanding as of December 31, 2000
         is as follows:

<TABLE>
<CAPTION>
                                      Options Outstanding
                                  ------------------------------
                                                    Weighted               Weighted Average
                                                    Average                   Remaining
          Price Range             Shares          Exercise Price           Contractual Life
        -------------            ---------        --------------           ----------------
<S>                             <C>            <C>                         <C>
        $1.00 - $5.25            2,052,999           $1.51                    9.5 years
</TABLE>


<TABLE>
<CAPTION>
                                     Options Exercisable
                                 ----------------------------
                                                 Weighted
                                                  Average
          Price Range             Shares       Exercise Price
          -----------           ---------      --------------
<S>                             <C>            <C>
         $1.00 - $5.25          1,214,282          $1.26
</TABLE>

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



                                      F-15
<PAGE>   33


         LONG-LIVED ASSETS - The Company reviews for the impairment of
         long-lived assets and certain identifiable intangibles whenever events
         or changes in circumstances indicate that the carrying amount of any
         asset may not be recoverable. An impairment loss would be recognized
         when the estimated undiscounted future cash flows expected to result
         from the use of the asset and its eventual disposition is less than the
         carrying amount. If an impairment is indicated, the amount of the loss
         to be recorded is based upon an estimate of the difference between the
         carrying amount and the fair value of the asset. Fair value is based
         upon discounted estimated cash flows expected to result from the use of
         the asset and its eventual disposition and other valuation methods. An
         impairment value totalling approximately $281,000 was recorded in the
         period ended December 31, 1999 (see Note 6). No additional impairment
         losses have been identified by the Company.

         GOING CONCERN - The Company has not recognized significant revenues and
         has incurred significant expenses in developing its product and
         strategic relationships. The financial statements have been prepared
         assuming the Company will continue to operate as a going concern which
         contemplates the realization of assets and the settlement of
         liabilities in the normal course of business. No adjustment has been
         made to the recorded amount of assets or the recorded amount or
         classification of liabilities which would be required if the Company
         were unable to continue its operations. As discussed in Note 7,
         management has developed an operating plan which they believe will
         generate sufficient cash to meet its obligations in the normal course
         of business.

2.       SHAREHOLDERS' EQUITY

         1999 STOCK OPTION PLAN

         The Company's Board of Directors adopted the 1999 Stock Option Plan
         (the "Plan") whereby directors, officers, employees and consultants may
         receive option grants as additional incentive to contribute to the
         success of the Company.

         Under the Plan, an aggregate of 2,000,000 shares of common stock have
         been reserved for issuance pursuant to options ("Plan Options"). The
         Plan is administered by the Company's Board of Directors or a Committee
         of the Board of Directors ("Committee").



                                      F-16
<PAGE>   34


         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.

         NON-QUALIFIED STOCK OPTIONS GRANTED UNDER THE PLAN

<TABLE>
<CAPTION>
                                                                             Option Price
                                                            Shares             per Share
                                                           ---------         -------------
<S>                                                        <C>               <C>
Outstanding at
  January 1, 2000                                          1,505,000         $1.00 - $5.25

Granted during the period                                    375,000               $1.25

Exercised                                                     -0-                 -0-

Cancelled                                                   (652,501)         $1.00 - $5.25
                                                           ---------         -----   -----
Outstanding at
  December 31, 2000                                        1,227,499         $1.00 - $5.25
                                                           ---------         -----   -----

Exercisable, end of year                                   1,227,499
                                                           =========
</TABLE>


         OTHER STOCK OPTIONS

         The Board of Directors has authorized the grant of additional
         non-qualified stock options exclusive of the 1999 Stock Option Plan, to
         employees, officers and directors. The term of each option and the
         manner in which it may be exercised are determined by the Company's
         board of Directors or a committee, provided that no option may be
         exercised 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.



                                      F-17
<PAGE>   35


         OTHER NON-QUALIFIED STOCK OPTIONS

<TABLE>
<CAPTION>
                                                                                           Option Price
                                                                      Shares                 per Share
                                                                     ---------             --------------
<S>                                                                  <C>                   <C>
         Outstanding at
           January 1, 2000                                              -0-                     -0-

         Granted during the period                                   1,810,500             $1.25 - $3.00

         Exercised                                                      -0-                     -0-

         Cancelled                                                    (275,000)            $2.50 - $3.00
                                                                     ---------             -----   -----

         Outstanding at
           December 31, 2000                                         1,535,500             $1.25 - $3.00
                                                                     =========             =====   =====

         Exercisable, end of year                                      696,783
                                                                     =========
</TABLE>

         An additional compensation to the CEO, included in the non-qualified
         stock options, are grants of 660,000 shares of common stock at $1.25
         per share. 330,000 shares vest immediately with the remainder vesting
         over three years.

         WARRANTS


<TABLE>
<CAPTION>
                                                                                              Price
                                                                    Shares                  per Share
                                                                    ------                  ---------
<S>                                                                 <C>                     <C>
         Outstanding at
           January 1, 2000                                           -0-                        -0-

         Exercised                                                   -0-                        -0-

         Cancelled                                                   -0-                        -0-

         Granted during the period                                  3,200                      $5.00
                                                                    -----                      -----

         Outstanding at
           December 31, 2000                                        3,200                      $5.00
                                                                    =====                      =====

         Exercisable, end of year                                   3,200
                                                                    =====
</TABLE>


         RETIREMENT OF SHARES

         In May 1999, the majority shareholder of Golf Ball World, Inc.
         contributed 85,183 shares of the Company's common stock to the Company
         for no consideration.


                                      F-18
<PAGE>   36


3.       NOTE PAYABLE TO RELATED PARTY

         In November 1999, the Company signed a $100,000 note payable due to a
         related party. The note accrued interest at 10% until April 30, 2000.
         After April 30, 2000, the note accrues interest at 15% until paid. No
         principal or interest payments have been made on the note as of
         December 31, 2000. In addition, the Company committed to sell to the
         holder of the note, 20,000 shares of common stock at par value. The
         Company recorded the difference in fair market value ($5.25) and par
         value as a charge to interest expense at December 31, 1999.

         Commencing in March 2000, and continuing on a monthly basis through
         December 2000, the Company signed various notes totalling $6,133,000 to
         four related parties. The amended and restated promissory notes accrue
         interest at 10% until March 31, 2001. No principal or interest payments
         have been made on any of the notes as of December 31, 2000. As
         additional consideration, the Company agreed to sell one share of
         Company common stock to the holders for each dollar advanced. Shares of
         stock were sold for $.01 per share. The Company recorded interest of
         $5,421,540 as a charge to expense, based on the historical price per
         share of the Company's common stock at the date that the funds were
         advanced.

4.       INCOME TAXES

         The tax effects of temporary differences that give rise to significant
         portions of the deferred tax assets at December 31, 2000 are
         substantially composed of the Company's net operating loss
         carryforwards, for which the Company has made a full valuation
         allowance. The valuation allowance increased $2.7 at December 31, 2000
         as a result of the net operating loss. In assessing the realizability
         of deferred tax assets, management considers whether it is more likely
         than not that some portion or all of the deferred tax assets will not
         be realized. 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.
         Management considers the scheduled reversal of deferred tax
         liabilities, projected future taxable income and tax planning
         strategies in making this assessment.

         At December 31, 2000, the Company had net operating loss carryforwards
         for Federal tax purposes of approximately $10.1 million, which is
         available to offset future taxable income, if any, through 2020.



                                      F-19
<PAGE>   37



5.       RELATED PARTY TRANSACTIONS

         During the year ended December 31, 2000, the Company has compensated
         the Thurston Group, a related party, for professional services in the
         amount of $529,157 ($43,000 for 1999) which related to the acquisition
         of debt funding and certain other investment activity.

         The Company had an agreement with NetDox (a company with common
         ownership) to provide a commission of 20% of all gross revenues
         (excluding development fees or other non-recurring revenues) received
         under certain of the Company's sales contracts. At December 31, 2000,
         the Company had accrued $35,828 in commissions. No commissions were
         paid during 1999 or 2000 to NetDox.

         During December 2000, the Company entered into an agreement with NetDox
         wherein NetDox would release the Company from all commission
         obligations precipitated by the Commission Agreement in exchange for
         the preferred stock and warrants to purchase common stock in Tornado,
         Inc. The investment in Tornado, Inc. was recorded by the Company as
         $518,802.

         In December 2000, the Company recorded a loss on the release of the
         commission obligation totalling $482,974, net of the commission
         obligation to NetDox of $35,828.

6.       COMMITMENTS AND CONTINGENCIES

         During July 1999, the Company purchased certain equipment from NetDox,
         a related party. Based on the common ownership of the companies, the
         equipment was recorded at the historical cost of $630,000. Concurrent
         with this transaction, the Company entered into an agreement for the
         sale and operating leaseback of the equipment with a third party for
         $350,000. The difference in value of approximately $281,000 has been
         recorded in the period ended December 31, 1999 as an impairment in
         value.

         The Company leases office facilities in Los Angeles, California and
         Fairfax, Virginia. Lease terms range from three to five years. The Los
         Angeles lease expires in May 2002 and the Fairfax lease expires in May
         2005 (see Note 9). Monthly lease costs totalled $16,086 at December 31,
         2000.



                                      F-20
<PAGE>   38



         Lease expense totalled $188,000 and $173,000 for the year ended
         December 31, 2000 and the period ended December 31, 1999, respectively.
         Future minimum payments are as follows:

<TABLE>
<S>                                                     <C>
         2001                                           $195,222
         2002                                            159,576
         2003                                            135,323
         2004                                            139,383
         2005                                             58,789
                                                        --------

         Total                                          $688,293
                                                        ========
</TABLE>

7.       MANAGEMENT PLANS

         The Company intends to raise additional funds for operations through
         one or more private placement offerings of between $3 million and $5
         million. The Company is currently soliciting potential investors
         regarding such offering. Management believes cost reductions (see Note
         9), the availability of cash resources and increased revenues will be
         sufficient to fund operations and working capital requirements over the
         next twelve months. An alternative plan includes, but is not limited
         to, identifying companies with additional complementary services for
         merger or acquisition with the Company.

9.       SUBSEQUENT EVENTS (UNAUDITED)

         During March 2001, the Company vacated its Fairfax, VA home office,
         transferring administrative functions to Los Angeles, CA. A sub-lessee
         or assignee is being sought for the Fairfax facility.

         During January 2001, Thurston Group, a related party and majority
         shareholder, initiated a management reduction in an effort to reduce
         costs. Certain Company personnel were granted severance benefits
         totalling an estimated $275,000.



                                      F-21
<PAGE>   39


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                                DESCRIPTION OF EXHIBIT
      -------                               ----------------------
<S>             <C>

        2.1     Acquisition Agreement between Golf Ball World, Inc., a Florida
                corporation, and the stockholders of Qorus.com. Inc., a Delaware
                corporation (incorporated by reference to Exhibit 6.2 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        2.2     Amendment No. 1 to Acquisition Agreement between Golf Ball
                World, Inc., a Florida corporation, and the stockholders of
                Qorus.com, Inc., a Delaware corporation (incorporated by
                reference to Exhibit 6.4 of the Registration Statement on Form
                10-SB, as amended, filed by Qorus.com, Inc.)

        2.3     Amendment No. 2 to Acquisition Agreement between Golf Ball
                World, Inc., a Florida corporation, and the stockholders of
                Qorus.com, Inc., a Delaware corporation (incorporated by
                reference to Exhibit 6.9 of the Registration Statement on Form
                10-SB, as amended, filed by Qorus.com, Inc.)

        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.)

        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.)
</TABLE>


<PAGE>   40
<TABLE>
<S>             <C>
        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    Acquisition Agreement between Golf Ball World, Inc., a Florida
                corporation, and the stockholders of Qorus.com, Inc., a Delaware
                corporation (incorporated by reference to Exhibit No. 6.2 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.3    Employment Agreement dated May 24, 1999, between Qorus.com,
                Inc., a Delaware corporation and Michael Sohn (incorporated by
                reference to Exhibit No. 6.3 of the Registration Statement on
                Form 10-SB, as amended, filed by Qorus.com, Inc.)

        10.4    Amendment No.1 to Acquisition Agreement between Golf Ball World,
                Inc., a Florida corporation, and the stockholders of Qorus.com,
                Inc., a Delaware corporation (incorporated by reference to
                Exhibit No. 6.4 of the Registration Statement on Form 10-SB, as
                amended, filed by Qorus.com, Inc.)

        10.5    Software License Agreement between Tornado Development, Inc., a
                California corporation, and Qorus.com, Inc., a Delaware
                corporation (incorporated by reference to Exhibit No. 6.5 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.6    Tornado Development, Inc. Class A Common Stock Purchase Warrant
                (incorporated by reference to Exhibit No. 6.6 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.7    Registration Rights Agreement by and between Qorus.com, Inc., a
                Delaware corporation, and Tornado Development, Inc., a Delaware
                corporation, dated April 15, 1999 (incorporated by reference to
                Exhibit No. 6.7 of the Registration Statement on Form 10-SB, as
                amended, filed by Qorus.com, Inc.)

        10.8    Authorized Reseller Agreement by and between Qorus.com, Inc., a
                Delaware corporation, and Alpha Telecom (UK) Ltd., a Limited
                Company, dated June 10, 1999 (incorporated by reference to
                Exhibit No. 6.8 of the Registration Statement on Form 10-SB, as
                amended, filed by Qorus.com, Inc.)

        10.9    Authorized Reseller Agreement by and between Qorus.com, Inc., a
                Delaware corporation, and C2C Telecom, Inc., a Delaware
                corporation, dated September 21, 1999 (incorporated by reference
                to Exhibit No. 6.9 of the Registration Statement on Form 10-SB,
                as amended, filed by Qorus.com, Inc.)

        10.10   Authorized Reseller Agreement by and between Qorus.com, Inc., a
                Delaware corporation, and CyberGate, Inc. Dated August 31, 1999
                (incorporated by reference to Exhibit No. 6.10 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)
</TABLE>


<PAGE>   41

<TABLE>
<S>             <C>


        10.11   Master Agreement by and between Qorus.com, Inc., a Delaware
                corporation, and Moore Business Communication Services, a
                division of Moore North America, Inc., dated September 10, 1999
                (incorporated by reference to Exhibit No. 6.11 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.12   Statement of Work #NWA-1 issued under Master Agreement by and
                between Qorus.com, Inc., a Delaware corporation, and Moore
                Business Communications Services, a division of Moore North
                America, Inc. (incorporated by reference to Exhibit No. 6.12 of
                the Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.13   Bill of Sale, Assignment and Assumption Agreement by and between
                Qorus.com, Inc., a Delaware corporation, and NetDox, Inc., a
                Delaware corporation, dated July 15, 1999 (incorporated by
                reference to Exhibit No. 6.13 of the Registration Statement on
                Form 10-SB, as amended, filed by Qorus.com, Inc.)

        10.14   Rescission Agreement by and between Qorus.com, Inc., a Delaware
                corporation, and NetDox, Inc., a Delaware corporation, dated
                December 31, 2000 (incorporated by reference to Exhibit No. 6.14
                of the Registration Statement on Form 10-SB, as amended, filed
                by Qorus.com, Inc.)

        10.15   Commission Agreement by and between Qorus.com, Inc., a Delaware
                corporation, and NetDox, Inc., a Delaware corporation, dated
                December 31, 2000 (incorporated by reference to Exhibit No. 6.15
                of the Registration Statement on Form 10-SB, as amended, filed
                by Qorus.com, Inc.)

        10.16   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.)

        10.17   Lease and Service Agreement by and between Southern European
                Communications Corp., a Delaware corporation, and VANTAS/Fair
                Oaks dated December 23, 1999 (incorporated by reference to
                Exhibit No. 6.17 of the Registration Statement on Form 10-SB, as
                amended, filed by Qorus.com, Inc.)

        10.18   Internet Data Center Services Agreement by and between
                Qorus.com, Inc., a Delaware corporation, and Exodus
                Communications, Inc. (incorporated by reference to Exhibit No.
                6.18 of the Registration Statement on Form 10-SB, as amended,
                filed by Qorus.com, Inc.)

        10.19   Amendment No. 2 to Acquisition Agreement between Golf Ball
                World, Inc., a Florida corporation, and the stockholders of
                Qorus.com, Inc., a Delaware corporation (incorporated by
                reference to Exhibit No. 6.19 of the Registration Statement on
                Form 10-SB, as amended, filed by Qorus.com, Inc.)
</TABLE>


<PAGE>   42

<TABLE>
<S>             <C>
        10.20   Settlement Agreement and Release by and between Qorus.com, Inc.
                and Tornado Development, Inc. Dated October 28, 1999
                (incorporated by reference to Exhibit No. 6.20 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.21   Amendment No. 1 to Software License Agreement dated October 28,
                1999 by and between Qorus.com, Inc. and Tornado Development,
                Inc. (incorporated by reference to Exhibit No. 6.21 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.22   Employment Agreement, dated as of March 1, 2000, by and between
                Qorus.com, Inc., a Florida corporation, and James W. Blaisdell
                (incorporated by reference to Exhibit No. 6.22 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.23   Promissory Note, dated as of November 1, 1999, payable to
                Thomson Kernaghan & Co., Ltd. in the original principal amount
                of $100,000.00 (incorporated by reference to Exhibit No. 6.23 of
                the Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.24   Subscription Agreement, dated as of November 1, 1999, by and
                between Qorus.com, Inc., a Florida corporation, and Thomson
                Kernaghan & Co., Ltd. (incorporated by reference to Exhibit No.
                6.24 of the Registration Statement on Form 10-SB, as amended,
                filed by Qorus.com, Inc.)

        10.25   Agreement for Professional Services, by and between Qorus.com,
                Inc., a Florida corporation, and Leighton W. Smith (incorporated
                by reference to Exhibit No. 6.25 of the Registration Statement
                on Form 10-SB, as amended, filed by Qorus.com, Inc.)

        10.26   Amendment to Agreement for Professional Services/by and between
                Qorus.com, Inc., a Florida corporation, and Leighton W. Smith
                (incorporated by reference to Exhibit No. 6.26 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.27   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.)

        10.28   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.)

        10.29   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.)

        10.30   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.)

        10.31   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.)
</TABLE>


<PAGE>   43

<TABLE>
<S>             <C>
        10.32   Promissory Note, dated as of March 27, 2000, payable to Apex
                Investment Fund III in the original principal amount of $703,425
                (incorporated by reference to Exhibit No. 6.32 of the
                Registration Statement on Form 10-SB, as amended, filed by
                Qorus.com, Inc.)

        10.33   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.)

        10.34   Amended and Restated Convertible Promissory Note, dated January
                1, 2001, payable to Thurston Interests, L.L.C. in the original
                principal amount of $2,083,000

        10.35   Amended and Restated Convertible Promissory Note, dated January
                1, 2001, payable to Apex Investment Fund III, L.P., in the
                original principal amount of $1,799,115.25

        10.36   Amended and Restated Convertible Promissory Note, dated January
                1, 2001, payable to Apex Strategic Partners, LLC in the original
                principal amount of $100,883.79

        10.37   Amended and Restated Convertible Promissory Note, dated January
                1, 2001, payable to Thurston Communications Corporation in the
                original principal amount of $750,000

        10.38   Convertible Promissory Note, dated October 20, 2000, payable to
                Thurston Communications Corporation in the original principal
                amount of $250,000

        10.39   Convertible Promissory Note, dated October 30, 2000, payable to
                Thurston Communications Corporation in the original principal
                amount of $250,000

        10.40   Asset Transfer and Release Agreement, dated as of December 29,
                2000, by and between Qorus.com, Inc. and NetDox, Inc.

        10.41   Demand Promissory Note, dated January 12, 2001, payable to
                Thurston Interests, LLC by Aelix, Inc. in the original principal
                amount of $135,000

        10.42   Demand Promissory Note, dated December 27, 2000, payable to Apex
                Strategic Partners by Aelix, Inc. in the original principal
                amount of $7,353

        10.43   Demand Promissory Note, dated December 27, 2000, payable to Apex
                Investment Fund III by Aelix, Inc. in the original principal
                amount of $242,647

        10.44   Demand Promissory Note, dated December 21, 2000, payable to
                Thurston Communications Corporation by Aelix, Inc. in the
                original principal amount of $650,000

        10.45   Demand Promissory Note, dated February 15, 2001, payable to
                Thurston Communications Corporation by Aelix, Inc. in the
                original principal amount of $150,000
</TABLE>


<PAGE>   44

<TABLE>
<S>             <C>
        10.46   Demand Promissory Note, dated February 28, 2001, payable to
                Thurston Communications Corporation by Aelix, Inc. in the
                original principal amount of $260,000

        10.47   Demand Promissory Note, dated January 30, 2001, payable to CCT
                Holdings, Inc. by Aelix, Inc. in the original principal amount
                of $275,000

        10.48   Promissory Note, dated March 16, 2001, payable to Thurston
                Communications Corporation in the original principal amount of
                $160,000

        21.1    List of Subsidiaries
</TABLE>