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

                                   FORM 10-KSB

[x] ANNUAL REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

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

                         Commission File Number: 0-27551

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

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


             936A Beachland Boulevard Suite 13, Vero Beach, FL 32963
                    (Address of principal executive offices)

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

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

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     Common Stock, Par Value $.001 Per Share
                                (Title of Class)

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act.
YES____    NO   X

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES  X  NO ___

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

As of March 8, 2005, 46,174,800 shares of the registrant's Common Stock were
outstanding. The aggregate market value of the voting common equity held by
non-affiliates (based on the closing bid price of such stock as reported on
March 8, 2005 by the NASD Over-the-Counter Bulletin Board) was approximately
$2,022,095.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

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

<PAGE>

                                TABLE OF CONTENTS

Item Number and Caption
Page

PART I


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

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

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

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


PART II

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

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

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

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

Item 8A.   Controls and Procedures............................................13


PART III

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

Item 10.   Executive Compensation.............................................16

Item 11.   Security Ownership of Certain Beneficial Owners and Management.....16

Item 12.   Certain Relationships and Related Transactions.....................17

Item 13.   Exhibits and Reports on Form 8-K...................................18

Item 14.   Principal Accountant Fees and Services.............................24

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Summary

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

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

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

History and Recent Developments

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

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

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

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

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

                                       1
<PAGE>

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

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

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

     On October 31, 2004, we entered into a Letter of Intent to acquire Taxus
(Cayman) Inc., a company incorporated under the laws of the Cayman Islands
("Taxus"). Taxus owns and operates its business through a Chinese wholly owned
foreign enterprise, which has exclusive management and licensing agreements with
Beijing Taxus Co. Ltd., a private Chinese enterprise ("Beijing Taxus"). Beijing
Taxus was established in 2000 and is currently headquartered in Beijing, China.
Beijing Taxus is a bio-tech company specializing in the research, breeding and
extraction of Taxus plants, also known as yew trees. Effective April 13, 2005,
we terminated this Letter of Intent due to the failure of Taxus to deliver U.S.
GAAP financial statements and the appropriate PRC regulatory approvals within 60
days of the date of the Letter of Intent.

     On April 25, 2005, we entered into a Letter of Intent to acquire Private
Brands, Inc., a California corporation ("Private Brands") from Tarrant Apparel
Group, a California corporation ("Tarrant"). Private Brands is a wholly-owned
subsidiary of Tarrant. Private Brands is a Los Angeles, California based apparel
company focused on acquiring or exclusively licensing rights to brand names.
Effective June 16, 2005, the parties mutually agreed to terminate this Letter of
Intent.

     During 2005, we issued 650,000 shares for compensation for services valued
at $0.025 per share, the fair value on the date of issuance

     Effective August 11, 2005, we entered into an Exchange Agreement with Elwin
Group Limited, an International Business Company incorporated in the British
Virgin Islands ("Elwin"), each of the equity owners of Elwin (the "Elwin
Members"), and Keating Reverse Merger Fund, LLC ("KRM Fund"). Elwin through its
affiliates and controlled entities is a producer of primary aluminum ingots.
Effective September 21, 2005, we terminated the Exchange Agreement due to the
failure of the transactions contemplated thereunder to have been consummated by
September 15, 2005.

     On December 15, 2005, we entered into an agreement and plan of merger with
EcoTechnology, Inc., a Delaware corporation ("EcoTech") and Qorus Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of Qorus ("Merger
Sub"). EcoTech is in the business of designing, building, owning and operating
industrial plants that deploy a state-of-the-art, proprietary thermal drying and
gasification process to reduce human waste (commonly referred to in the industry
as "sludge" or "biosolids") into dry bio-ash that is beneficially reused in
mulch, fertilizer, and building products. Effective February 8, 2006, we
terminated this Merger Agreement due to the failure of the transactions
contemplated thereunder to have been consummated by January 31, 2006.

     Effective February 23, 2006, we entered into an Exchange Agreement with
Shiming (Cayman) Co., Ltd., ("Shiming"), an Exempted Company incorporated in the
Cayman Islands with limited liability, each of the equity owners of Shiming (the
"Shiming Shareholders"), and KRM Fund. Shiming through its affiliates and
controlled entities were engaged in the research and development, product
design, marketing and product support of mainly high speed broadband server
hardware and multimedia software. Effective March 15, 2006, we terminated this
Exchange Agreement.

                                       2
<PAGE>

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

Employees

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

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

Risk Factors

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

         19. Possible Rule 144 Sales. The majority of our shares currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities Act of 1933, as amended (the "Act"). As restricted shares, these
shares may be resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemption from
registration under the Act and as required under applicable state securities
laws. Rule 144 provides in essence that a person who has held restricted
securities for a period of one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
non-affiliate after the restricted securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate until 90 days after a reverse merger is completed
with a target company. After such 90-day period, and assuming said shares have
been held for more than two years, these stockholders may be able to sell their
shares without volume restrictions. A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our shares, may have a depressive effect upon the price of our shares in any
market that may develop.

                                       5
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTIES.

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

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


ITEM 3.  LEGAL PROCEEDINGS.

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



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

     There were no matters submitted to a vote of our stockholders during the
fiscal year ended December 31, 2005.

                                     PART II

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

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









                                       6

<PAGE>


                         2005                 High         Low
                         ----                 ----         ---
                First Quarter                $0.040       $0.030
                Second Quarter               $1.450       $0.020
                Third Quarter                $0.160       $0.080
                Fourth Quarter               $0.500       $0.090




                         2004                 High         Low
                         ----                 ----         ---
                First Quarter                $0.050       $0.020
                Second Quarter               $0.050       $0.020
                Third Quarter                $0.040       $0.015
                Fourth Quarter               $0.080       $0.025


     As of December 31, 2005, we had 46,174,800 shares of our common stock
outstanding. There were 136 holders of record of our common stock at December
31, 2005. Our transfer agent is Florida Atlantic Stock Transfer, Inc., Tamarac,
FL.

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

Recent Sales of Unregistered Securities.

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

     Effective June 22, 2004, Thurston Interests, LLC and the other stockholders
sold 8,856,064 previously issued shares of the Company's common stock to KRM
Fund, for a purchase price of $340,000, or approximately $0.0384 per share. The
Company also issued KRM Fund 1,000,000 shares of the Company's common stock for
a total purchase price of $50,000, or $0.05 per share, which shares have piggy
back registration rights. KRM Fund also converted a promissory note in the
principal amount of $1,228,870, which it acquired from Thurston Interests for
$10,000, into 24,577,395 shares of the Company's common stock. KRM Fund also
converted a promissory note in the amount of $27,500, which it acquired from a
third party, into 550,000 shares of the Company's common stock. Thurston
Interests, LLC also converted a promissory note in the principal amount of
$60,000 into 1,200,000 shares of the Company's common stock.

     During 2004, the Company issued: (i) 2,000,000 shares of restricted common
stock to Kevin R. Keating, the Company's sole director and officer, for services
rendered valued at $50,000, the fair value on the date of issuance, and (ii)
500,000 shares of restricted common stock to an outside consultant for services
rendered valued at $12,500, the fair value on the date of issuance. During 2005,
the Company issued 650,000 shares of restricted common stock to an outside
consultant for services rendered valued at $16,250, the fair value on the date
of issuance. The foregoing shares issued as compensation for services rendered
have piggyback registration rights.

                                       7
<PAGE>

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


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

Forward-Looking Statements

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

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

Plan of Operations

General Business Plan

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

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

                                       8
<PAGE>

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

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

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

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

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

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

                                       9
<PAGE>

Acquisition Opportunities

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

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

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

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

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

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

                                       10
<PAGE>

Competition

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

Results of Operations

Year ended December 31, 2005 as compared with December 31, 2004

     The Company generated a net loss of $60,509 for the year ended December 31,
2005, as compared to net income of $134,014 for the year ended December 31,
2004. Income tax expense was not recorded for 2005 or 2004 due to the effects of
cumulative net operating loss carryforwards which are available to offset
taxable income.

     General and administrative expenses decreased from $165,231 in the year
2004 to $90,647 for the year 2005. This decrease is primarily the result of an
approximate $79,000 decrease in professional fees incurred during year 2005 as
compared to the year 2004.

     Interest expense decreased from $212,626 in 2004 to $0 in 2005, primarily
as a result of the elimination of Company debt in June 2004 with a principal
balance of approximately $4,987,000.

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

     In January 2005, the Company recorded a gain on the settlement of a deposit
liability of $30,000, which the Company was entitled to retain in connection
with a business combination that was terminated.

Liquidity and Capital Resources

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

                                        2005             2004

     Cash flows from:
        Operating activities        $  (13,354)        $ (57,541)
        Financing activities                 -            50,000

     In 2004, the Company received proceeds of $50,000 for the sale of its
common stock. In January 2005, the Company recorded a gain on the settlement of
a deposit liability of $30,000, which the Company was entitled to retain in
connection with a business combination that was terminated.

     At December 31, 2005, the Company had current assets, in the form of cash,
totaling $532. Management considers it probable that additional funds may need
to be raised, either through loans or via private placements of common stock, to
sustain the Company's liquidity in the near term.

Going Concern

                                       11
<PAGE>

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


Critical Accounting Policies

      Use of Estimates

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

     Deferred Taxes

     The Company utilizes the asset and liability approach to accounting and
reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statements and tax basis
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense or benefit is the tax payable
or refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.

ITEM 7.  FINANCIAL STATEMENTS.

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

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                    <C>
    Report of Independent Registered Public Accounting Firm                                          F-1
    Balance Sheets as of December 31, 2005 and 2004                                                  F-2
    Statements of Operations for the years ended December 31, 2005 and 2004                          F-3
    Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2005 and 2004      F-4
    Statements of Cash Flows for the years ended December 31, 2005 and 2004                          F-5
    Notes to Financial Statements                                                                  F-6-11
</TABLE>

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

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

                                       12
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

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

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>
                  Name                  Age                     Position                          Term
      -----------------------------  -----------  --------------------------------------   -------------------
<S>                                 <C>          <C>                                        <C>
      Kevin R. Keating (1)               65       President, Treasurer, Secretary and            1 Year
                                                  Director
</TABLE>

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

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

Audit Committee and Audit Committee Financial Expert

                                       13
<PAGE>

     Our board of directors functions as an audit committee and performs some of
the same functions as an audit committee including: (1) selection and oversight
of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; and (3) engaging outside advisors. We are not a "listed
company" under SEC rules and are therefore not required to have an audit
committee comprised of independent directors. Our board of directors has
determined that its members do not include a person who is an "audit committee
financial expert" within the meaning of the rules and regulations of the SEC.
Our board of directors has determined that each of its members is able to read
and understand fundamental financial statements and has substantial business
experience that results in that member's financial sophistication. Accordingly,
the board of directors believes that each of its members have the sufficient
knowledge and experience necessary to fulfill the duties and obligations that an
audit committee would have.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

     o     Honest and ethical conduct, including the ethical handling of actual
           or apparent conflicts of interest between personal and professional
           relationships;

     o     Full, fair, accurate, timely and understandable disclosure in
           reports and documents that are filed with, or submitted to, the SEC
           and in other public communications made by an issuer;

     o     Compliance with applicable governmental laws, rules and regulations;

     o     The prompt internal reporting of violations of the code to an
           appropriate person or persons identified in the code; and

     o     Accountability for adherence to the code.

     Due to the limited scope of our current operations, we have not adopted a
corporate code of ethics that applies to our principal executive officer,
principal accounting officer, or persons performing similar functions.

Board Meetings; Nominating and Compensation Committees

     Our directors and officers will not receive remuneration from the Company
unless approved by the Board of Directors or pursuant to an employment contract.
We have no employment contracts currently in place. Directors may be paid their
expenses, if any, of attendance at such meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated fixed compensation as director. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. No compensation has been paid to our directors for attendance at any
meetings during the last fiscal year.

     The Company is not a "listed company" under SEC rules and is therefore not
required to have a compensation committee or a nominating committee. The Company
does not currently have a compensation committee. Our Board of Directors is
currently comprised of only one member, Kevin R. Keating, who is also our sole
officer acting as President, Secretary and Treasurer. We have no employees, and
any compensation for our directors and officers must be approved by our Board of
Directors.

                                       14

<PAGE>

     The Company neither has a nominating committee for persons to be proposed
as directors for election to the Board of Directors nor a formal method of
communicating nominees from shareholders. The Company does not have any
restrictions on shareholder nominations under its certificate of incorporation
or by-laws. The only restrictions are those applicable generally under Colorado
law and the federal proxy rules. Currently, the entire Board of Directors
decides on nominees, on the recommendation of one or more members of the Board
of Directors. None of the members of the Board of Directors are "independent."
The Board of Directors will consider suggestions from individual shareholders,
subject to evaluation of the person's merits. Stockholders may communicate
nominee suggestions directly to any of the Board members, accompanied by
biographical details and a statement of support for the nominees. The suggested
nominee must also provide a statement of consent to being considered for
nomination. Although there are no formal criteria for nominees, our Board of
Directors believes that persons should be actively engaged in business
endeavors, have a financial background, and be familiar with acquisition
strategies and money management.

     Because the management and directors of the Company are the same person,
the Board of Directors has determined not to adopt a formal methodology for
communications from shareholders on the belief that any communication would be
brought to the Boards' attention by virtue of the co-extensive capacities served
by Kevin R. Keating.

Conflicts of Interest

     Certain conflicts of interest existed at December 31, 2005 and may continue
to exist between the Company and its officers and directors due to the fact that
each has other business interests to which they devote their attention. Each
officer and director may continue to do so notwithstanding the fact that
management time should be devoted to the business of the Company.

     Certain conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The Company has not
established policies or procedures for the resolution of current or potential
conflicts of interests between the Company, its officers and directors or
affiliated entities. There can be no assurance that management will resolve all
conflicts of interest in favor of the Company, and conflicts of interest may
arise that can be resolved only through the exercise by management their best
judgment as may be consistent with their fiduciary duties. Our management will
try to resolve conflicts to the best advantage of all concerned, but there may
be times when an acquisition opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse.

     As a result of our plan of operations to pursue a business combination with
an operating company, it is also expected that we will engage Keating
Securities, LLC, an affiliate of Keating Investments, LLC, the managing member
of KRM Fund, our controlling stockholder, to act as a financial advisor in
connection with the reverse merger transaction for which it may earn a cash
and/or equity fee. Kevin R. Keating, our sole officer and director, is the
father of Timothy J. Keating, the Managing Member of KRM Fund. Kevin R. Keating
has no ownership interest in KRM Fund and exercises no control over KRM Fund.
Timothy J. Keating is the majority member of Keating Investments, LLC, the
managing member of KRM Fund.

Section 16(a) Beneficial Ownership Reporting

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

                                       15
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

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



<TABLE>
<CAPTION>

                                                                               Long Term Compensation
                                                                        --------------------------------------
                                         Annual Compensation                     Awards             Payouts
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
                                                                                      Securities
        Name                                               Other        Restricted    Underlying
         and                                               Annual          Stock       Options/       LTIP        All Other
      Principal                             Bonus       Compensation     Award(s)    SARs (#) (2)  Payouts       Compensation
      Position          Year   Salary ($)     ($)           ($)             ($)                       ($)            ($)
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
<S>                     <C>        <C>         <C>           <C>        <C>          <C>         <C>           <C>
Kevin R. Keating        2005       $0          $0            $0             N/A          N/A          N/A            N/A
(Pres., Secr., and
Treas.) (1)             2004       $0          $0            $0             N/A          N/A          N/A          $50,000

---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
Patrick J. Haynes       2005       $0          $0            $0             N/A          N/A          N/A            N/A
(CEO) (2)
                        2004       $0          $0            $0             N/A          N/A          N/A            N/A

                        2003       $0          $0            $0             N/A          N/A          N/A            N/A
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
Thomas C. Ratchford     2005       $0          $0            $0             N/A          N/A          N/A            N/A
(CFO) (3)
                        2004       $0          $0            $0             N/A          N/A          N/A            N/A

                        2003       $0          $0            $0             N/A          N/A          N/A            N/A
---------------------- ------- ------------ --------- ----------------- ------------ ------------- ----------- -----------------
</TABLE>

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

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

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

     There was no compensation paid to Kevin R. Keating during 2005 in his
capacity as an officer or director of the Company. There were no option grants
to Kevin R. Keating during the fiscal year ended December 31, 2005, and no
options were exercised by Kevin R. Keating during the fiscal year ended December
31, 2005.

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                       16
<PAGE>

     We have set forth in the following table certain information regarding our
common stock beneficially owned on December 31, 2005 for (i) each shareholder we
know to be the beneficial owner of 5% or more of our outstanding common stock,
(ii) each of our executive officers and directors, and (iii) all executive
officers and directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days. To the best of our knowledge, all persons named have
sole voting and investment power with respect to such shares, except as
otherwise noted. There are not any pending or anticipated arrangements that may
cause a change in control of the Company. At December 31, 2005, 46,174,800
shares of our common stock were outstanding.

<TABLE>
<CAPTION>
------------------------------------------ ------------------------------------ --------------------------------------
                  Name                     Number of Shares Beneficially Owned            Percent of Shares
                  ----                                                   -----            -----------------
------------------------------------------ ------------------------------------ --------------------------------------
<S>                                        <C>                                         <C>
Kevin R. Keating                                      2,000,000 (1)                              4.3%
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
------------------------------------------ ------------------------------------ --------------------------------------
Keating Reverse Merger Fund, LLC                     34,983,459 (2)                             75.8%
c/o Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111
------------------------------------------ ------------------------------------ --------------------------------------
All  Executive  Officers and Directors as             2,000,000                                  4.3%
a group
------------------------------------------ ------------------------------------ --------------------------------------
</TABLE>

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

     (2)   Timothy J. Keating is the Manager of Keating Reverse Merger Fund,
           LLC and in such capacity has voting and investment power over the
           shares held by Keating Reverse Merger Fund, LLC. Keating Reverse
           Merger Fund, LLC is not owned by or affiliated with Kevin R. Keating
           and disclaims any beneficial interest in the shares of the Company's
           Common Stock owned by Kevin R. Keating.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

                                       17
<PAGE>

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

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

      (a) Exhibits.

          The following exhibits are included as part of this report:

          Exhibit
          Number            Title of Document

            2.1   Exchange Agreement by and among Qorus.com, Inc., a Florida
                  corporation ("Qorus"), Keating Reverse Merger Fund, LLC, a
                  Delaware limited liability company ("KRM Fund"), Elwin Group
                  Limited, an International Business Company incorporated in the
                  British Virgin Islands ("Elwin"), and each of the members of
                  Elwin dated August 11, 2005 (incorporated by reference to
                  Exhibit No. 2.1 of the Current Report on Form 8-K, filed by
                  Qorus.com, Inc. on August 18, 2005)

            2.2   Guarantee and Assumption Agreement by and among Qorus, KRM
                  Fund, Shenyang Elwin Non-Ferrous Metals Co., Ltd.
                  ("Shenyang"), a limited liability company under the Company
                  Law of The People's Republic of China (the "PRC") dated August
                  11, 2005 (incorporated by reference to Exhibit No. 2.2 of the
                  Current Report on Form 8-K, filed by Qorus.com, Inc. on August
                  18, 2005)

            2.3   Merger Agreement by and between Qorus.com, Inc., Qorus
                  Acquisition, Inc. and EcoTechnology, Inc. dated December 15,
                  2005 (incorporated by reference to Exhibit No. 2.1 of the
                  Current Report on Form 8-K, filed by Qorus.com, Inc. on
                  December 16, 2005)

            2.4   Exchange Agreement by and among Qorus.com, Inc. ("Qorus"),
                  Keating Reverse Merger Fund, LLC ("KRM Fund"), Shiming
                  (Cayman) Co., Ltd. ("Shiming") and each of the shareholders of
                  Shiming dated February 23, 2006 (incorporated by reference to
                  Exhibit No. 2.3 of the Current Report on Form 8-K, filed by
                  Qorus.com, Inc. on March 2, 2006)

            2.5   Guarantee and Assumption Agreement by and among Qorus, Shiming
                  (Xi'an) Enterprise Management & Consulting Co., Ltd., and
                  Shaanxi Shiming Science & Technology Joint Stock Co., Ltd.
                  dated February 23, 2006(incorporated by reference to Exhibit
                  No. 2.4 of the Current Report on Form 8-K, filed by Qorus.com,
                  Inc. on March 2, 2006)

            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.)

                                       18
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       19
<PAGE>

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

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

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

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

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

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

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

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

                                       20
<PAGE>

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


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

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

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

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

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

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

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

                                       21
<PAGE>

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

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

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

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

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

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

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

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

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

                                       23
<PAGE>

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

            31    Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002 (filed herewith)

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

         *  notes a management contract or compensatory plan or arrangement

     (b) Reports on Form 8-K.

         The following reports on Form 8-K were filed during the most recent
     quarter.

         On November 17, 2005, the Company filed a Current Report on Form 8-K
     dated November 16, 2005 announcing the execution of a letter of intent to
     acquire EcoTechnology, Inc. in a merger transaction.

         On December 16, 2005, the Company filed a Current Report on Form 8-K
     dated December 15, 2005 announcing the execution of an Agreement and Plan
     of Merger with EcoTechnology, Inc. ("EcoTech"). This report includes a copy
     of the Agreement and Plan of Merger as Exhibit 2.1, a description of
     EcoTech's business and risk factors affecting EcoTech's business.

         On February 8, 2006, the Company filed a Current Report on Form 8-K
     dated February 8, 2006 announcing the termination of the Agreement and Plan
     of Merger between the Company and EcoTech.

         On March 2, 2006, the Company filed a Current Report on Form 8-K dated
     February 23, 2006 announcing the execution of the Exchange Agreement by and
     among the Company, Keating Reverse Merger Fund, LLC ("KRM Fund"), Shiming
     (Cayman) Co., Ltd. ("Shiming") and each of the shareholders of Shiming.
     This report includes a copy of the Exchange Agreement as Exhibit 2.3, a
     description of Shiming's business and risk factors affecting Shiming's
     business.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)  AUDIT FEES

     The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the
Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years was
$24,870 for the fiscal year ended December 31, 2004 and $21,950 for the fiscal
year ended December 31, 2005.

(2)  AUDIT-RELATED FEES

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

                                       24
<PAGE>

(3)  TAX FEES

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

(4)  ALL OTHER FEES

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

RE-APPROVAL POLICIES AND PROCEDURES

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



















                                       25

<PAGE>







                                   SIGNATURES

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

                                 QORUS.COM, INC.



Date: March 22, 2006             By:  /s/ Kevin R. Keating
                                      ----------------------
                                       Kevin R. Keating
                                       President and Chief Executive Officer

     In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on March 22, 2006.

     Signatures                                   Title

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


<PAGE>


                          INDEX TO FINANCIAL STATEMENTS





PAGE

Report of Independent Registered Public Accounting Firm ...............F-1


Balance Sheets - As of December 31, 2005 and  2004 ....................F-2


Statements of Operations - For the Years Ended

      December 31, 2005 and 2004 ......................................F-3


Statement of Changes in Stockholders' Equity (Deficit) -

      For the Years Ended December 31, 2005 and 2004 ..................F-4


Statements of Cash Flows - For the Years Ended

      December 31, 2005 and 2004 ......................................F-5


Notes to Financial Statements .................................F-6 to F-11


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of Qorus.com, Inc. (the
"Company") as of December 31, 2005 and 2004 and the related statements of
operations, shareholders' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2005 and
2004 and the results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

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


/s/ KBA GROUP LLP
Dallas, Texas
March 18, 2006

                                      F-1

<PAGE>

                                 QORUS.COM, INC.
                                 BALANCE SHEETS
                           December 31, 2005 and 2004


<TABLE>
<CAPTION>
                                                                      2005            2004
                                                                  ------------    ------------
                                     ASSETS
CURRENT ASSET
<S>                                                               <C>             <C>
         Cash                                                     $        532    $     13,886
                                                                  ------------    ------------
TOTAL ASSETS                                                      $        532    $     13,886
                                                                  ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

         Accounts payable and accrued expenses                    $     34,685    $      3,780
                                                                  ------------    ------------
         Total Current Liabilities                                      34,685           3,780

STOCKHOLDERS' EQUITY (DEFICIT)

         Preferred stock, $0.01 par value, 5,000,000
              shares authorized, no shares issued                         --              --

         Common stock $0.001 par value, 50,000,000
              shares authorized, 49,184,800 and 48,534,800
              shares issued, 46,174,800 and 45,524,800
              outstanding, respectively                                 49,185          48,535

         Additional paid-in capital                                 16,930,916      16,915,316
         Accumulated deficit                                       (17,011,244)    (16,950,735)
         Treasury stock (3,010,000 shares, at cost)                     (3,010)         (3,010)
                                                                  ------------    ------------
         Total Stockholders' Equity (Deficit)                          (34,153)         10,106
                                                                  ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                                               $        532    $     13,886
                                                                  ============    ============
</TABLE>

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

                                       F-2

<PAGE>

                                 QORUS.COM, INC.
                            STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2005 and 2004


                                                2005            2004
                                            ------------    ------------

Revenue                                     $       --      $       --

Operating expenses:

  General and administrative expenses             90,647         165,231



Loss from operations                             (90,647)       (165,231)

Other income (expense):
  Interest expense                                  --          (212,626)
  Gain on settlement of deposit liability         30,000            --
  Other income                                       138            --
  Forgiveness of debt                               --           511,871
                                            ------------    ------------

        Income (loss) before income taxes        (60,509)        134,014
  Income taxes                                      --              --
                                            ------------    ------------
Net income (loss)                           $    (60,509)   $    134,014
                                            ============    ============
Net income (loss) per share
 (basic and diluted)                        $      (0.00)   $       0.00
                                            ============    ============
Weighted average shares of
  common stock outstanding
     Basic                                    46,014,526      31,132,815
                                            ============    ============
     Diluted                                  46,014,526      31,147,815
                                            ============    ============



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

                                       F-3

<PAGE>

                                 QORUS.COM, INC.
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 For the Years Ended December 31, 2005 and 2004


<TABLE>
<CAPTION>
                                                Common Stock           Additional                                       Total
                                         --------------------------     Paid-In      Accumulated      Treasury       Stockholders'
                                            Share         Amount        Capital        Deficit          Stock       Equity (Deficit)
                                         -----------   ------------   ------------   ------------    ------------   --------------
<S>                                       <C>          <C>            <C>            <C>             <C>             <C>
Balance, December 31, 2003                18,707,405   $     18,707   $  9,900,319   $(17,084,749)   $     (3,010)   $ (7,168,733)

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

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

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

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

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

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

Net income for the year ended
   December 31, 2004                            --             --             --          134,014            --           134,014
                                         -----------   ------------   ------------   ------------    ------------    ------------

Balance, December 31, 2004                48,534,800         48,535     16,915,316    (16,950,735)         (3,010)         10,106
                                         ===========   ============   ============   ============    ============    ============

Issuance of common stock for services        650,000            650         15,600           --              --            16,250

Net loss for the year ended
   December 31, 2005                            --             --             --          (60,509)           --           (60,509)
                                         -----------   ------------   ------------   ------------    ------------    ------------

Balance, December 31, 2005                49,184,800   $     49,185   $ 16,930,916   $(17,011,244)   $     (3,010)   $    (34,153)
                                         ===========   ============   ============   ============    ============    ============
</TABLE>

    The accompanying notes are an integral part of this financial statement.

                                       F-4

<PAGE>

                                 QORUS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                 For the years ended December 31, 2005 and 2004


<TABLE>
<CAPTION>
                                                                2005           2004
                                                             -----------    -----------
CASH FLOWS FROM OPERATIONS
<S>                                                          <C>            <C>
Net income (loss)                                            $   (60,509)   $   134,014
Adjustments to reconcile net income (loss) to net
  cash used in operations:
   Stock issued for services                                      16,250         62,500
   Gain on forgiveness of debt                                      --         (511,871)
   Changes in:
    Accrued expenses and accounts payable                         30,905         32,759
    Accrued expenses to related parties                             --          225,057
                                                             -----------    -----------

    Net cash used in operating
       activities                                                (13,354)       (57,541)


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                            --           50,000
                                                             -----------    -----------


Net decrease in cash                                             (13,354)        (7,541)

Cash, beginning of year                                           13,886         21,427
                                                             -----------    -----------

Cash, end of year                                            $       532    $    13,886
                                                             ===========    ===========

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Related party notes payable and accrued interest settled
  as capital contribution                                    $      --      $ 5,238,851
                                                             ===========    ===========
Promissory notes converted to common stock                   $      --      $ 1,316,370
                                                             ===========    ===========

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

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


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

                                       F-5

<PAGE>


                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2005 and 2004

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

Nature of Operations

     Qorus.com, Inc., a Florida corporation (the "Company"), currently has no
     operations. Prior to November 2001, the Company provided intelligent
     message communications services to enterprises in the travel and
     hospitality sectors. In November 2001, the Company sold substantially all
     of its assets to Avery Communications, Inc. As a result of the sale of
     assets to Avery, the Company no longer had any meaningful business assets,
     operations or sources of revenue.On June 22, 2004, the Company consummated
     the transactions contemplated by the Securities Purchase Agreement (the
     "Purchase Agreement") dated June 10, 2004, by and among the Company,
     Keating Reverse Merger Fund, LLC ("KRM Fund"), Thurston Interests, LLC
     ("Thurston") and certain other shareholders of the Company as discussed in
     Note 2. The transactions resulted in a change of control of the Company.
     The Company plans to pursue and negotiate a business combination with an
     operating company.

Going Concern

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

Use of estimates

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

Net Income (Loss) Per Share

     Income (Loss) per share of common stock is calculated in accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
     Share." Basic Income (loss) per share is computed by dividing the net
     income (loss) by the weighted average number of common shares outstanding.
     Diluted net income (loss) per share is computed similar to basic net income
     (loss) per share, except that the denominator is increased to include the
     number of additional common shares that would have outstanding if the
     potential common shares had been issued and if the additional common shares
     were dilutive. As the Company recorded a net loss for 2005 the potential
     common shares would be anti-dilutive, and as such, have not been included
     in the diluted weighted average shares outstanding. Potential common shares
     that were excluded in the 2005 calculation totaled 18,510.

                                       F-6
<PAGE>

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

Stock Compensation

     The Company accounts for stock-based employee compensation arrangements in
     accordance with provisions of Accounting Principles Board ("APB") Opinion
     No. 25, "Accounting for Stock Issued to Employees," and complies with the
     disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
     Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based
     Compensation Transactions and Disclosure--an amendment of SFAS No. 123."
     Under APB Opinion No. 25, compensation expense for employees is based on
     the excess, if any, on the date of grant, between the fair value of the
     Company's stock over the exercise price. Had the Company determined
     compensation based on the fair value at the grant date for its stock
     options outstanding under Statement of Financial Accounting Standards
     ("SFAS") No. 123, "Accounting for Stock Based Compensation," as amended by
     SFAS No. 148, "Accounting for Stock Based Compensation - Transition and
     Disclosure and Amendment of FASB Statement No. 123," net income (loss) and
     net income (loss) per share would not have been different than reported for
     the years ended December 31, 2005 and 2004, respectively. No stock options
     were issued during 2005 or 2004.

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

Statement of Cash Flows

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

Income Taxes

     The Company utilizes the asset and liability approach to accounting and
     reporting for income taxes. Deferred income tax assets and liabilities are
     computed annually for differences between the financial statements and tax
     basis of assets and liabilities that will result in taxable or deductible
     amounts in the future based on enacted tax laws and rates applicable to the
     periods in which the differences are expected to affect taxable income.
     Valuation allowances are established when necessary to reduce deferred tax
     assets to the amount expected to be realized. Income tax expense or benefit
     is the tax payable or refundable for the period plus or minus the change
     during the period in deferred tax assets and liabilities.


                                       F-7

<PAGE>

                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2005 and 2004


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

Recently Issued Accounting Standards

     On December 16, 2004, the Financial Accounting Standards Board ("FASB")
     issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a
     revision of SFAS No. 123, Accounting for Stock-Based Compensation.
     Statement 123R supersedes APB Opinion No. 25, Accounting for Stock Issued
     to Employees. Generally, the approach in Statement 123R is similar to the
     approach described in Statement 123. However, Statement 123R requires all
     share-based payments to employees, including grants of employee stock
     options, to be recognized in the income statement based on their fair
     values. Pro forma disclosure is no longer an alternative. The Company
     expects to adopt Statement 123R on January 1, 2006. The Company is
     evaluating the impact of adopting SFAS 123R and expects that it will not
     record non-cash stock compensation expense. The adoption of SFAS 123R is
     not expected to have an effect on the Company's financial condition,
     results of operations or cash flows at this time. The future impact of the
     adoption of SFAS 123R cannot be predicted at this time because it will
     depend on the levels of share-based payments granted by the Company in the
     future. However, had the Company adopted SFAS 123R in prior periods, the
     impact of the standard would have approximated the impact of SFAS 123 as
     described in the Stock-Based Compensation policy footnote.

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
     Corrections" ("SFAS No. 154") which replaces Accounting Principles Board
     Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting
     Changes in Interim Financial Statements--An Amendment of APB Opinion No.
     28." SFAS No. 154 provides guidance on the accounting for and reporting of
     accounting changes and error corrections. This statement establishes
     retrospective application, or the latest practicable date, as the required
     method for reporting a change in accounting principle and the reporting of
     a correction of an error. SFAS No. 154 is effective for accounting changes
     and corrections of errors made in fiscal years beginning after December 15,
     2005.

NOTE 2 - STOCKHOLDERS' EQUITY (DEFICIT)

     The Company has authorized 50,000,000 shares of common stock with a par
     value of $0.001 per share and 5,000,000 shares of preferred stock with a
     par value of $0.01 per share. In April 2005, the Company issued a total of
     650,000 shares of its common stock to a financial consultant in settlement
     of accounts payable of $16,250 related to services rendered by the
     consultant and valued at $0.025 per share which approximated fair value.
     There are 46,174,800 shares of Common Stock outstanding at December 31,
     2005, with 3,010,000 shares of Common Stock held in treasury. No shares of
     preferred stock are issued or outstanding.



                                       F-8
<PAGE>

NOTE 3 - INCOME TAXES

     The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets at December 31, 2005 are substantially
     composed of the Company's net operating loss carryforwards, for which the
     Company has recorded a full valuation allowance. In assessing the value of
     deferred tax assets, management considers the probability that net
     operating loss carryforwards will be utilized in future years. The ultimate
     realization of deferred tax assets is dependent upon the generation of
     future taxable income during the periods in which those temporary
     differences become deductible.

     At December 31, 2005, the Company had net operating loss carryforwards for
     federal income tax purposes of approximately $9 million, which are
     available to offset future taxable income, if any, through 2024, subject to
     limitations upon a change of control under Section 382 of the Internal
     Revenue Code. The future benefit of these net operating loss carryforwards
     is uncertain. Accordingly, the net deferred tax asset of approximately $3
     million at December 31, 2005 has a 100% valuation allowance against it. The
     valuation allowance increased by $61,000 during the year ended December 31,
     2005. The effective statutory income tax rate used was 34%.

NOTE 4 - STOCK BASED COMPENSATION

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

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

                                                            Option Price
                                                    Shares   per Share
                                                    -------  ---------
     Outstanding at December 31, 2003               375,000   $  1.25
     Granted                                           --      --
     Exercised                                         --      --
     Cancelled / Expired                               --      --
                                                    -------   -------
     Outstanding at December 31, 2004               375,000   $  1.25
     Granted                                           --      --
     Exercised                                         --      --
     Cancelled / Expired                           (375,000)     1.25
                                                    -------   -------
     Outstanding at December 31, 2005                  --
                                                    =======

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

                                       F-9

<PAGE>

                                 QORUS.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2005 and 2004


NOTE 4 - STOCK BASED COMPENSATION (Continued)

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

                                                                      Price
                                                     Shares         per Share
                                                     ------         ---------
      Outstanding at December 31, 2003                3,200         $   5.00
               Granted                                 --            --
               Exercised                               --            --
               Cancelled/Expired                       --            --
                                                      -----         --------
             Outstanding at December 31, 2004         3,200         $   5.00
               Granted                                 --            --
               Exercised                               --            --
               Cancelled/Expired                       --            --
                                                      -----         --------
      Outstanding at December 31, 2005                3,200         $   5.00
                                                      =====         ========

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



















                                      F-10

<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS

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

     The Company entered into a contract with Vero Management, L.L.C. ("Vero")
     for managerial and administrative services. Vero has not been engaged to
     provide, and Vero does not render, legal, accounting, auditing, investment
     banking or capital formation services. Kevin R. Keating, the sole director
     of the Company, is the manager of Vero. The term of the contract is for one
     year. In consideration of the services provided, Vero is paid $1,000 for
     each month in which services are rendered. A total of $12,000 is included
     in general and administrative expenses for the year ended December 31,
     2005, including $3,000 in accounts payable to related party.

NOTE 6 - SUBSEQUENT EVENTS

     Effective February 8, 2006, the Company terminated the agreement and plan
     of merger with EcoTechnology, Inc., a Delaware corporation and Qorus
     Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of
     Qorus dated as of December 15, 2005. The Company terminated the Agreement
     due to the failure of the transactions contemplated thereunder to have been
     consummated by January 31, 2006. The Merger Agreement does not provide for
     the payment of any termination penalties or fees as a result of the
     termination. The board of directors of Qorus has determined that it is in
     the best interests of Qorus' stockholders to terminate the Merger
     Agreement.

     Effective March 15, 2006, the Company terminated the Exchange Agreement
     dated as of February 23, 2006, by and among the Company, KRM Fund, Shiming
     and each of the shareholders of Shiming. The Exchange Agreement does not
     provide for the payment of any termination penalties or fees as a result of
     the termination.









                                      F-11

<PAGE>

                                  Exhibit Index


         -------------- ----------------------------------------------
         Exhibit        Description of Exhibit
         Number
         -------------- ----------------------------------------------
              31        Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.
         -------------- ----------------------------------------------
              32        Certification of Chief Executive Officer and
                        Chief Financial Officer of the Company,
                        pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.
         -------------- ----------------------------------------------