SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

                                Amendment No. 1

 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
            ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

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


                             COMMISSION FILE NUMBER
                                     0-27551

                                 QORUS.COM, INC.
                 (Name of Small Business Issuer in its Charter)


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



         2700 Patriot Boulevard
               Suite 150
           Glenview, IL 60025                                       60025
(Address of principal executive offices)                         (Zip Code)

                                (847) 832 - 0077
                (Issuer's telephone number, including area code)

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

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

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

     Issuer's revenues for its most recent fiscal year:  Nil

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  (based on the closing sale price of such stock as reported on
March 26, 2004 by the National  Quotation Bureau Pink Sheets) was  approximately
$215,000.

     As of March 26, 2004,  15,697,405  shares of the registrant's  Common Stock
were outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None


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

The  Registrant  is amending its Annual Report on Form 10-KSB for the year ended
December  31,  2003  (the  "10-KSB")  to  correct a  typographical  error in the
Registrant's   Balance  Sheet  by  deleting  the  word  "unaudited,"  which  was
erroneously  included.  Other than revisions to the signature pages as permitted
by Rule 12b-15, the remainder of the 10-KSB is unchanged.

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

Summary

     Prior to November 2001,  Qorus.com,  Inc., a Florida corporation  ("Qorus,"
the  "Company"),   provided  intelligent  message  communications   services  to
enterprises in the travel and hospitality sectors. Our services enabled users to
improve  their  customer   relationships  and  their  supply  and  demand  chain
management while reducing expenses.  In November 2001, we sold substantially all
of our assets to an Avery entity then under common control.  As a result,  we no
longer have any meaningful business assets, operations or sources of revenue. We
are considering the possible sale of the Company for its value as a public shell
entity,  but have not  identified  any specific  prospective  buyers meeting our
criteria.

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

Related Parties and Affiliates

     We are controlled by Patrick J. Haynes,  III and his affiliates,  including
Thurston  Group,  Inc.,  a privately  owned  merchant  banking  firm  located in
Chicago,  Illinois.  Mr. Haynes,  directly and  indirectly,  through his various
affiliates and investment limited partnerships,  beneficially owns approximately
57% of our common stock.

     Mr.  Haynes  serves as Chairman of the Board of the Company.  Our board has
granted Mr. Haynes broad  authority to manage our  day-to-day  affairs,  and Mr.
Haynes actively  participates in our management.  Mr. Haynes does not,  however,
have an employment  contract with us and does not receive any  compensation  for
his services.

History

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

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

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

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

                                       2
<PAGE>

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

Sale of Assets in 2001

         In  November   2001,  we  sold   substantially   all  of  our  and  our
subsidiaries' assets,  including our intelligent message  communications service
business,  to Avery  Communications,  Inc.,  now  known as Avery  Holdings,  LLC
("Avery"),  an  entity at the time of the  transaction  related  through  common
ownership.  We did not receive any cash in  connection  with the sale.  Instead,
Avery  returned to us  $4,064,500  of notes  payable owed to Avery and agreed to
assume certain of Qorus' liabilities.  Additionally, Avery agreed to pay us five
percent  of the  net  after-tax  income,  if  any,  generated  by  the  acquired
intelligent message  communications  service business for a period of five years
following the closing date.

         This  transaction  was  approved  by a  majority  of  our  stockholders
pursuant  to  a  written  consent.  An  information   statement  describing  the
transaction was distributed to stockholders on October 30, 2001.

           In March 2002, we agreed to cancel Avery's  commitment to pay us five
percent  of the  net  after-tax  income,  if  any,  generated  by  the  acquired
intelligent message  communications  service business for a period of five years
following  the closing  date,  in exchange for Avery's cash payment of $100,000,
return of 3,010,000  shares of our common stock and  cancellation of unexercised
options under which Avery had a right to purchase up to 1,066,500  shares of our
common  stock at a price of $0.01 each.  These shares of common stock and rights
to purchase common stock were originally acquired during 2000 and 2001.

Employees

     As of March 15, 2004, we had two executive officers and no other employees.
Mr. Haynes,  our Chairman and Chief  Executive  Officer,  has never received any
compensation from Qorus. Mr.  Ratchford,  our Chief Financial  Officer,  has not
received any compensation from us since November 2001.

Risk Factors

We may need substantial  additional financing to continue as a going concern. We
have no present commitments to obtain long-term financing.

     Upon  completion of the sale of our assets in 2001,  we had no  significant
assets or source of  revenues.  The  Company  intends  to  develop  or acquire a
business or businesses which will require additional financing. Currently, we do
not have any funding commitments.  We have retained the Thurston Group to assist
us  in  locating  and  securing  permanent  financing.  Our  failure  to  obtain
substantial  additional  financing would materially adversely affect our ability
to implement our business plan.

A  significant  percentage  of our  outstanding  common stock is  controlled  by
insiders.  Therefore,  current management can continue to govern the company and
may deter a change in control which could be beneficial to other stockholders.

     In  the  aggregate,   our  executive  officers  and  directors,  and  their
affiliates,  beneficially own approximately 58% of our outstanding common stock.
As a result,  such persons,  acting  together,  will have the ability to control
most matters  submitted to  stockholders  of Qorus for  approval,  including the
election and removal of directors  and the control of  management.  Accordingly,
such  concentration  of ownership may have the effect of delaying,  deferring or
preventing  a change in  control  of Qorus,  impeding  a merger,  consolidation,
takeover  or  other  business  combination  involving  Qorus or  discouraging  a
potential acquirer from making a tender offer or otherwise  attempting to obtain
control  of us,  which in turn  could have a  materially  adverse  effect on our
market value.

                                       3
<PAGE>

Our common stock trades only  sporadically  and has experienced in the past, and
is  expected  to  experience  in  the  future,   significant  price  and  volume
volatility, which substantially increases the risk of loss to persons owning our
common stock.

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

We are not  required to meet or maintain  any listing  standards  for our common
stock to be traded on the OTC Bulletin Board.

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


ITEM 2.           DESCRIPTION OF PROPERTIES.


     During  March 2003,  we  relocated  our  executive  offices to 2700 Patriot
Boulevard,  Glenview,  Illinois.  The property is a multi-story office building.
The Company  shares office space with Billing  Services  Group,  LLC, which is a
related party to Avery.  Neither Avery,  its  affiliates,  nor Billing  Services
Group has charged us for any rent or other occupancy  expenses.  The Company has
unsuccessfully  attempted to sublease  4,643 square feet of  previously-occupied
executive  office space in Fairfax,  Virginia.  The Fairfax,  Virginia  space is
within a  multi-story  office  building and leased from a  non-affiliated  party
under a lease which expires on May 31, 2005. The required monthly rental payment
under the lease is  approximately  $11,000.  The rental  payments for this space
have been in arrears since February 2001.


ITEM 3.           LEGAL PROCEEDINGS.

     None

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


     There were no matters  submitted to a vote of our  stockholders  during the
fourth quarter of the fiscal year ended December 31, 2003.


                                     PART II

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


         Our  common  stock  is  traded  in  the  over-the-counter  market,  and
     quotations may be found in the "pink sheets"  published by Pink Sheets LLC.
     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.  Prior to May 17, 1999,  our shares of common stock were traded
     under the  symbol  "GBLL".  The  reported  high and low bid  prices for the
     common  stock as  reported  by Pink  Sheets  LLC are  shown  below for each


                                       4
<PAGE>

     quarter  in  the  previous  two  fiscal  years.   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.


2003                                               High         Low
                                                   ----         ---
   First Quarter                                  $0.010       $0.001
   Second Quarter                                 $0.020       $0.003
   Third Quarter                                  $0.010       $0.005
   Fourth Quarter                                 $0.060       $0.005


                                                   High         Low
                                                   ----         ---
2002

   First Quarter                                  $0.015       $0.005
   Second Quarter                                 $0.006       $0.005
   Third Quarter                                  $0.019       $0.002
   Fourth Quarter                                 $0.019       $0.001

         There were 145 holders of record of our common stock at March 15, 2004.


         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 the development and expansion of our operations. The declaration of cash
dividends in the future will be determined by the board of directors  based upon
our earnings,  financial  condition,  capital  requirements  and other  relevant
factors.

Recent Sales of Unregistered Securities

     At various  times  between  January 1, 2001 and December  31,  2001,  Qorus
issued  an  aggregate  of  1,520,000  shares  of its  common  stock to  Thurston
Interests,  L.L.C.,  Customer  Care &  Technology  Holdings,  Inc.  ("CCT")  and
Thurston  Communications  Corporation  for a  purchase  price of $.01 per share.
Additionally, we gave such parties the right to purchase an additional 1,066,500
shares of common stock for a purchase  price of $0.01 per share.  The shares and
purchase  rights were issued in connection with $2,738,500 in cash advances from
such  parties  during the same period.  Each of the  investors  represented  and
warranted that it was an "accredited  investor" and was acquiring the shares for
investment  and not with a view to  distributing  such shares.  A legend to such
effect was placed on the certificates  representing such shares, and appropriate
"stop transfer"  instructions were given to our transfer agent. The issuance was
made  without  registration  under  the  Securities  Act in  reliance  upon  the
exemption from registration afforded by Section 4(2) under the Securities Act.


     In December  2001,  25,000  shares of common stock were  purchased  for the
treasury,  and we cancelled  these  shares.  The shares were  purchased  from an
unrelated party at a price of $0.01 per share.


     In October 2003,  we cancelled  275,000  shares of common stock  previously
issued to CCT, when CCT indicated  that it did not have the financial  resources
to pay $2,750 owed under a subscription note receivable.


                                       5
<PAGE>

     At various  times  between May 19, 1999 and December  31,  2001,  Qorus has
granted  options to purchase an aggregate of 1.8 million shares of Qorus' common
stock to Qorus' directors,  officers and employees pursuant to Qorus' 1999 stock
option plan. In addition, Qorus also granted options to purchase an aggregate of
1.9 million shares of Qorus' common stock to Qorus'  employees and other parties
pursuant to individual option agreements.  Such options were granted in reliance
upon the exemption  provided in Rule 701 under the  Securities  Act. The options
generally  require a cash payment at the time of exercise.  Exercise  prices for
substantially  all  of  the  options  exceed  the  current  market  price  by  a
significant premium.

     In  connection  with the sale of assets to Avery in  November  2001,  Avery
agreed to pay to Qorus an amount equal to five percent (5%) of the net after-tax
income, if any,  generated by the acquired  intelligent  message  communications
service business for a period of five years following the closing date. Pursuant
to an  agreement  among the parties  entered  into in March  2002,  we agreed to
eliminate  this royalty  obligation in exchange for a cash payment in the amount
of  $100,000,  the  return of all  common  shares of Qorus  held by Avery or its
subsidiaries and the cancellation of 1,066,500  unexercised  options to purchase
common shares of Qorus held by Avery or its subsidiaries


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

Forward-Looking Statements

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

Overview and Line Item Explanations


     Revenue represents service fees charged to customers. Revenue is recognized
once services are rendered. Revenue in 2003 was zero.

     Our expenses have  exceeded net revenues  since  inception.  For the period
from March 10, 1999 to December 31, 2003, Qorus sustained  cumulative net losses
totaling approximately $17 million.


                                       6
<PAGE>

RESULTS OF OPERATIONS

     Selected  financial  data with respect to the year ended  December 31, 2003
and December 31, 2002 are set forth below.

                                          Qorus.com, Inc.      Qorus.com, Inc.
                                          ---------------      ---------------
                                         December 31, 2003    December 31, 2002
BALANCE SHEET DATA                             $000                  $000

Cash and cash equivalents                      $  21                  $  -
Total assets                                      21                     -
Notes payable to related parties               4,986                 4,781
Total liabilities                              7,190                 6,363
Accumulated deficit                           17,085               (16,279)
Total stockholders' deficit                    7,169                (6,363)


                                          Qorus.com, Inc.      Qorus.com, Inc.
                                          ---------------      ---------------
                                         December 31, 2003    December 31, 2002
         STATEMENT OF OPERATIONS DATA          $000                  $000

Revenues                                       $  -                  $  -
Total costs and expenses                        304                   267
Loss from operations                            304                   267
Other expense, net                             (502)                 (383)
Net loss                                       (806)                 (650)
Basic loss per share                         ($0.05)              ($ 0.04)
Shares used in  computing
   basic income or loss                  15,912,622            16,582,766

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002


     Gross  revenues,  cost of  revenues  and gross  profit for the years  ended
December 31, 2003 and December 31, 2002 were zero,  resulting  from the November
2001 sale of assets and  operations of our  intelligent  message  communications
business.

     Selling,  general and  administrative  expenses for the year ended December
31, 2003 were  $303,837  and  related  principally  to rental  costs for vacated
space,   settlement   costs  related  to   litigation,   audit  fees  and  other
administrative  expenses.  During 2002,  such  expenses  totaled  $266,968.  The
$36,869 increase in expenses during 2003 was largely attributable to $130,000 of
litigation costs offset by reductions in other expenses.

     Interest expense was $503,000 for the year ended December 31, 2003 compared
to $500,000 during 2002. The increase reflected  additional  borrowings incurred
to fund operating losses.

     During the year ended  December  31,  2002,  we  recorded  other  income of
$116,857.  Of that total, $100,000 related to a cash payment received from Avery
in March 2002 in connection  with our agreement to cancel Avery's  obligation to
pay us an amount equal to five percent (5%) of the net after-tax income, if any,
generated by the intelligent message communications  service business,  acquired
by Avery from us, for a period of five years  following  the  closing  date (see
Note 2 to financial  statements).  The remaining  $16,857 related to a refund of
insurance premiums and forgiveness of payables.

     As a result of the foregoing,  the net loss for the year ended December 31,
2003 was $805,553 compared to net loss of $650,111 during 2002.

                                       7
<PAGE>

     We are  considering  the  possible  sale of the  Company for its value as a
public  shell  entity.  At  this  time,  we have  not  identified  any  specific
prospective buyers meeting our criteria.

     In order to satisfy future  obligations  associated with maintenance of the
business on a going  forward  basis,  we entered  into an  agreement  with Avery
during  2003 under which  Avery  agreed to provide a $200,000  line of credit to
fund our administrative  expenses through December 31, 2005. At December 31, 30,
2003, actual borrowings under the credit line were $200,000.


CRITICAL  ACCOUNTING POLICIES

         Because we have no  operations  and are not engaged in any  significant
transactions, we currently have no critical accounting policies.


LIQUIDITY AND CAPITAL RESOURCES


     At December 31, 2003, we had negative working capital of $7.0 million ($6.4
million at December  31,  2002),  largely  attributable  to $6.5  million  ($6.0
million at December 31 2002) in  short-term  indebtedness  and accrued  interest
owed to related parties.


     On August 4, 2003,  we entered  into an  agreement  with Avery  under which
Avery  agreed to  provide a $150,000  line of credit to fund our  administrative
expenses  through  December 31, 2005. On September 30, 2003, the credit line was
amended to permit  borrowings  of up to $200,000.  At December 31, 2003,  actual
borrowings under the credit line were $200,000.

     Borrowings  under the credit line  accrue  interest at 8% per annum and are
due on December 31, 2005. In exchange for the credit  facility,  we have granted
Avery a right to match any  acceptable  offer  for the  assets or stock of Qorus
through 2008. Our two largest  creditors and stockholders have also subordinated
their  right to any  proceeds  arising  from the sale of our  assets or stock to
Avery.  Avery has a right to offset  amounts  owed under the credit line against
amounts  otherwise payable to Qorus or the two  creditors/stockholders  if Avery
were to purchase the assets or stock of Qorus.

     We are in default  with regard to  substantially  all of our notes  payable
effective  January 1, 2004.  We are also in  default  under a property  lease in
Fairfax,  Virginia. The facility had been used as the corporate headquarters for
our business  before we closed the office in February  2001.  Monthly rental for
the office  space is  approximately  $11,000,  and the lease  expires on May 31,
2005.  We are  attempting  to sublease the office space or obtain a release from
the landlord. The rental payments have been in arrears since February 2001.

     Future minimum payments under the lease are as follows:

                           CALENDAR YEAR ENDED


                                  2004                    $125,352
                                  2005                      52,890
                                                     -------------
                                  Total                   $178,242
                                                     -------------

     We had $21,427 of cash and cash equivalents as of December 31, 2003.

                                       8
<PAGE>

GOING CONCERN


     We have generated  minimal  revenues and incurred  substantial  losses from
operations  since  our  inception.   For  the  two  year  period  following  the
disposition of substantially all of our assets,  we have had zero revenue.  As a
result,  our  independent  auditors  included an explanatory  paragraph in their
report for the years  ended  December  31, 2002 and  December  31,  2003,  which
indicate a substantial  doubt as to our ability to continue as a going  concern.
In order to execute the Company's  business plan, the Company will need to raise
additional financing.

LEGAL PROCEEDINGS

         None


ITEM 7.  FINANCIAL STATEMENTS.

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

                                                                           Page

   Report of Independent Auditors                                          F-2
   Balance Sheets as of December 31, 2003 and 2002                         F-3
   Statements of Operations  for the years ended December 31, 2003         F-4
   Statement  of   Stockholders'   Deficit  for  the  years  ended         F-5
   Statements of Cash Flows for the years ended  December 31, 2003         F-6
   Notes to Financial Statements                                           F-7

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

     On February 7, 2003,  Qorus.com,  Inc.  dismissed Farber & Hass, LLP as its
independent  accountants.  Qorus.com's  Board of Directors  participated  in and
approved the decision to change independent accountants. The reports of Farber &
Hass,  LLP on  Qorus.com's  financial  statements  for the past two fiscal years
contained no adverse  opinion or  disclaimer of opinion and were not modified as
to  uncertainty,  audit scope or accounting  principles  (except for explanatory
paragraphs  with  respect  to a going  concern  uncertainty).  This  change  was
previously reported on Form 8-K/A filed February 14, 2003.

         There were no  disagreements  with Farber & Hass,  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
Farber & Hass'  satisfaction,  would  have  caused it to make  reference  to the
subject matter of the disagreement(s) in connection with its report.

     On February 11, 2003,  Qorus.com engaged King Griffin & Adamson P.C. as its
new independent accountants. During Qorus.com's two most recent fiscal years and
through February 11, 2003, no consultations  have occurred between Qorus.com and
King Griffin & Adamson P.C. which concerned the subject matter of a disagreement
with Farber & Hass,  LLP. As of February 11,  2003,  King Griffin & Adamson P.C.
has not rendered any written or oral advice to Qorus.com on the  application  of
accounting  principles  to a specific  transaction  or the type of audit opinion
that might be  rendered on  Qorus.com's  financial  statements.  This change was
previously reported on Form 8-K/A filed February 14, 2003.

                                       9
<PAGE>

     Effective  March 1, 2003,  King Griffin & Adamson P.C.  changed its name to
KBA Group LLP. This change was previously reported on
Form 8-K filed March 7, 2003.


ITEM 8A. CONTROLS AND PROCEDURES

         We  carried  out an  evaluation,  under  the  supervision  and with the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and  procedures as of the end of the period covered by this
report pursuant to Exchange Act Rule 13a-15(b).  Based upon that evaluation, the
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in our
periodic SEC filings as of December 31, 2003.

                                       10
<PAGE>


                                    PART III


ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

            Name          Age                  Position               Held Since
-----------------------  -----  ------------------------------------  ----------

Patrick J. Haynes, III     54   Chief Executive Officer; Director        1999
Robert T. Isham, Jr.       51   Director                                 1999
Thomas C. Ratchford        55   Chief Financial Officer                  2000

     Patrick J.  Haynes,  III,  Chief  Executive  Officer and  Director,  is the
co-founder  and Senior  Managing  Director of Thurston  Group,  Inc.,  a private
merchant bank in Chicago.  Mr. Haynes has held his position with Thurston Group,
Inc. since 1988. In 1992, Mr. Haynes founded  e.spire  Communications  (formerly
American  Communications)  and held the  position of President  until 1993.  Mr.
Haynes currently  serves as Chairman of Billing Services Group,  LLC, a position
he has held since 2003.  Mr. Haynes also serves as Chairman and Chief  Executive
Officer of Avery Holdings, LLC, previously known as Avery Communications, Inc.

     Robert T. Isham,  Jr.,  Director,  is Executive  Vice  President of Billing
Services  Group,  LLC. He is also a Managing  Director of the Thurston  Group, a
private  merchant bank in Chicago,  a position he has held since 1997. From 1993
to 1996,  Mr.  Isham  ran his own  commercial  law  practice,  concentrating  on
bankruptcy,  workout,  debtor-creditor  relations and futures,  commodities  and
securities  law.  Previously,  he was a partner  at  McDermott,  Will & Emery in
Chicago.

     Thomas C. Ratchford, Chief Financial Officer, joined Qorus in October 2000.
Prior to joining  Qorus,  Mr.  Ratchford  was the  Director  of Finance  for the
Highway Safety  division of Avery Dennison  Corporation  from 1999 to 2000. From
1993 to 1999,  Mr.  Ratchford  was the Chief  Financial  Officer  of  Stimsonite
Corporation,  a publicly held manufacturer of highway safety products, which was
purchased by Avery Dennison  Corporation in 1999.  Since 2001, Mr. Ratchford has
been the Chief Financial  Officer of Avery Holdings,  LLC,  previously  known as
Avery  Communications,  Inc. Since  December  2003, Mr.  Ratchford has served as
Controller  of ACI Billing  Services,  Inc.,  a subsidiary  of Billing  Services
Group.

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

                                       11
<PAGE>

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

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
that Qorus' directors,  executive  officers and persons who own more than 10% of
the  outstanding  common  stock of Qorus file initial  reports of ownership  and
reports of changes in  ownership in such common  stock with the  Securities  and
Exchange  Commission (the "SEC").  Officers,  directors and stockholders who own
more than 10% of the  outstanding  common stock of Qorus are required by the SEC
to furnish  Qorus with copies of all Section  16(a)  reports  they file.  To the
knowledge  of Qorus,  based  solely on the review of the copies of such  reports
furnished  to Qorus  and  written  representations  that no other  reports  were
required during the year ended December 31, 2003, all officers,  directors,  and
10% stockholders complied with all applicable Section 16(a) filing requirements.

ITEM 10.          EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE

     SUMMARY COMPENSATION TABLE
                                                       LONG TERM
                                                      COMPENSATION
                                         ANNUAL        SECURITIES
    NAME AND PRINCIPAL                COMPENSATION     UNDERLYING     ALL OTHER
         POSITION           YEAR         SALARY         OPTIONS     COMPENSATION
--------------------------------------------------------------------------------
  Patrick J. Haynes (1)
                            2003         None            None              ---
  Chief Executive Officer
                            2002         None            None

                            2001         None            None
 -------------------------------------------------------------------------------
  Thomas C. Ratchford (2)
                            2003         None            None              ---
  Chief Financial Officer
                            2002         None            None

                            2001     $122,500            None
--------------------


(1)  Mr. Haynes became Chief Executive Officer effective March 15, 2001.

(2)  Mr.  Ratchford   became  Chief  Financial   Officer  in  October  2000.  We
     discontinued  payment of compensation to Mr. Ratchford when our assets were
     sold on November 20, 2001.

     We did not pay any compensation to any director during 2002 or 2003.

                                       12
<PAGE>

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

     We have set forth in the following table certain information  regarding our
common stock  beneficially  owned on March 15, 2004 for (i) each  shareholder we
know to be the beneficial  owner of 5% or more of our outstanding  common stock,
(ii) each of our  executive  officers  and  directors,  and (iii) all  executive
officers  and  directors  as a group.  In  general,  a person  is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct the voting of such security,  or the power to dispose or to direct the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of which  the  person  has the right to  acquire  beneficial
ownership  within 60 days.  At March 15, 2004,  15,697,405  shares of our common
stock were outstanding.



                                       13
<PAGE>


   Patrick J. Haynes, III
   2700 Patriot Boulevard - Suite 150               9,068,317 (1)      57.4%
   Glenview, IL 60025


   Thurston Interests LLC
   2700 Patriot Boulevard - Suite 150               8.968,317 (2)      57.1%
   Glenview, IL 60025


   Thomson Kernaghan & Co., Ltd.                    1,320,000 (3)       8.4%
   120 Adelaide Street West-Suite 1600
   Toronto, Ontario M5H 1T1

   Robert T. Isham, Jr.                              593,845 (4)        3.8%
   2700 Patriot Boulevard - Suite 150
   Glenview, IL 60025


   All Executive Officers and Directors              9,201,190(5)      57.9%
   as a group



(1)  Includes 8,488,712 shares held of record by Thurston Interests, LLC, 18,633
     shares  held of record by Haynes  Interests,  LLC,  89,682  shares  held of
     record by Thurston Capital,  LLC, 261,037 shares held of record by Thurston
     Group,  Inc.,  105,253  shares held of record by Thurston  Offshore  Bridge
     Partners  II,  Ltd.,  5,000  shares  held  of  record  by  Customer  Care &
     Technology  Holdings,  Inc. and 100,000 shares  issuable  pursuant to stock
     options exercisable within 60 days.

(2)  Includes  18,633  shares held of record by Haynes  Interests,  LLC,  89,682
     shares  held of record by Thurston  Capital,  LLC,  261,037  shares held of
     record by Thurston Group,  Inc.,  105,253 shares held of record by Thurston
     Offshore  Bridge  Partners  II,  Ltd.  and 5,000  shares  held of record by
     Customer Care & Technology Holdings, Inc.

(3)  Includes  20,000  shares  issuable  pursuant to stock  options  exercisable
     within 60 days.

(4)  Includes  89,682 shares held of record by Thurston  Capital,  LLC,  261,037
     shares  held of record by  Thurston  Group,  Inc.,  105,253  shares held of
     record by Thurston  Offshore Bridge Partners II, Ltd., 5,000 shares held of
     record by Customer Care & Technology Holdings,  Inc., 32,873 shares held of
     record by Robert T. Isham,  Jr. Trust and 100,000 shares issuable  pursuant
     to stock options exercisable within 60 days.

                                       14
<PAGE>

(5)  Includes  200,000  shares  issuable  pursuant to stock options  exercisable
     within 60 days.

Equity Compensation Plan Information

Equity securities have been issued under compensation plans as follows:

--------------------------- ------------------ ----------------- ---------------
Plan category               Number  of         Weighted          Number of
                            securities to be   average           securities
                            issued upon        exercise   price  remaining
                            issuance of        of   outstanding  available for
                            outstanding        options,          future issuance
                            options,           warrants  and
                            warrants and       rights
                            rights
--------------------------- ------------------ ----------------- ---------------
                                  ( a )             ( b )             ( c )
--------------------------- ------------------ ----------------- ---------------
Equity  compensation plans
approved    by    security
holders
--------------------------- ------------------ ----------------- ---------------
Equity  compensation plans          1,479,499             $1.11         520,501
not  approved  by security
holders
--------------------------- ------------------ ----------------- ---------------
Total                               1,479,499             $1.11         520,501
--------------------------- ------------------ ----------------- ---------------


      Please see Note 8 to the financial  statements included in this report for
a description of the material features of the compensation plans.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On July 15, 1999, we acquired certain assets of NetDox, Inc., including the
NetDox brand name,  equipment,  and customer lists. Thurston Group, Inc. and its
affiliates  co-founded  NetDox  with  Deloitte & Touche  L.L.C.  in 1997 with an
initial  aggregate  capital  investment of approximately  $35 million.  In early
1999,  Thurston  Group  acquired  Deloitte &  Touche's  interest  in NetDox.  In
consideration of the transfer of the assets to us by NetDox,  we assumed certain
liabilities  of NetDox and  forgave  $2,100,000  of  indebtedness  owed to us by
NetDox.  On December 31,  1999,  the  transaction  was  rescinded  pursuant to a
Rescission  Agreement.  All of the assets (except  equipment valued at $350,000)
were conveyed back to NetDox and NetDox assumed all of the liabilities  that had
been  assumed by us. The balance  due us under the note as of December  31, 1999
was $1,488,987.  As part of the rescission,  Messrs.  Haynes and Stern agreed to
personally guarantee approximately $2.5 million in loans to a commercial bank on
behalf of NetDox.

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

                                       15
<PAGE>

     On March 1, 1999,  we entered into a  consulting  agreement  with  Thurston
Group,  Inc. Under that agreement,  as amended,  we engaged Thurston Group until
March  31,  2004 as an  independent  contractor  to advise  us with  respect  to
obtaining  financing  of any  type  and to  advise  us and act as our  agent  in
connection with any business combination,  merger, acquisition or sale. Thurston
Group agreed to provide the following services to us:

     o    Distribute an  informational  memorandum  outlining our business plans
          and  expectations  and/or  contemplating   specific  transactions  for
          business combinations;
     o    Identify  potential  sources of capital;
     o    Provide sale, merger and acquisition financial analysis;
     o    Advise on structure of any potential transaction;
     o    Assist with negotiations; and
     o    Assist with due diligence.

     Thurston  Group  will earn a fee in the  amount of 8% of the  amount of any
financing raised by us during the term of this agreement,  or 8% of the value to
us of any business  combination  transaction  such as a merger,  acquisition  or
sale. The consulting  agreement may be terminated by the written consent of both
parties,  upon the  consummation  of an offering by us of securities  registered
under the Securities  Act of 1933, by Qorus upon Thurston  Group's breach of the
consulting agreement which is not cured within 30 days of notice of such breach,
or by Thurston  Group in the event of Qorus'  failure to make any  payments  due
under the consulting agreement within 10 days of notice or upon Qorus' breach of
the  consulting  agreement  which is not cured  within 30 days of notice of such
breach.  In  addition,  a  non-defaulting  party may  terminate  the  consulting
agreement  upon 30 days  prior  written  notice  to the  defaulting  party.  For
purposes of the  consulting  agreement,  the bankruptcy or  reorganization  of a
party,  the  appointment  of a receiver with respect to a party or its assets or
any similar action is a default.

     During  March  2002,  we amended the  agreement  to extend its term for two
years, extending the termination date from March 31, 2002 to March 31, 2004.

     During 2003 and 2002,  we made no  payments to Thurston  under the terms of
the consulting agreement,

     On November 1, 1999,  we executed and  delivered a  promissory  note in the
original  principal amount of $100,000 to Thomson Kernaghan & Co., Ltd. The note
bears  interest at 15% per annum and was due on or before  April 30, 2000 or the
occurrence of the next equity or  quasi-equity  financing of Qorus.  The note is
convertible,  at the election of the holder,  into shares of our common stock at
$3.00 per share. In connection with the note, we also gave Thomson  Kernaghan an
entitlement to purchase 20,000 shares of our common stock for $.01 per share.

     Patrick J. Haynes,  III and Robert T. Isham,  Jr.,  directors of Qorus, are
affiliated with Thurston Group, Inc. and its affiliates.

     Mr. Haynes and Thurston Group, Inc. and their respective affiliates are the
founders of Qorus Delaware.  None of Mr. Haynes,  Thurston Group or any of their
respective  affiliates has received anything of value from Qorus other than fees
Thurston Group has earned historically under the consulting  agreement described
above. Other than the assets acquired from NetDox, we did not acquire any assets
from Mr. Haynes, Thurston Group or any of their respective affiliates.

     Between March 2000 and December 2003, we have obtained substantially all of
our  funding  from  Thurston  Interests  LLC,  Apex  Investment  Fund III,  Apex
Strategic  Partners,  Thurston  Communications  Corporation,   Customer  Care  &
Technology  Holdings,  Inc.  ("CCT") and Avery Holdings,  LLC. In the aggregate,
such parties have advanced  approximately  $9.0 million  during that period.  In
exchange for the cash,  we issued  convertible  and  non-convertible  notes with

                                       16
<PAGE>

interest rates between 6.6% and 12.0%. In connection with  substantially  all of
such loans,  each of the parties was given an entitlement to purchase  shares of
our common stock,  at a price of $0.01 per share,  for each $1.00  advanced.  In
October 2003, we cancelled  275,000 shares of common stock previously  issued to
CCT,  when CCT  indicated  that it did not have the  financial  resources to pay
$2,750 owed under a subscription note receivable.


     On November 20, 2001, we sold  substantially  all of our assets to a wholly
owned subsidiary of Avery  Communications,  Inc. At the time of the transaction,
Messrs. Haynes and Isham were directors of Avery Communications.  Mr. Haynes was
also  Chief  Executive  Officer  of  Avery  Communications  at the  time  of the
transaction.  Mr.  Ratchford  became a director  and was named  Chief  Financial
Officer  of  Avery   Communications   in  January  2002.  Mr.  Haynes   controls
approximately 54% of the stock of Avery.


     In March 2002, we agreed to cancel  Avery's  Communications'  commitment to
pay us, for a period of five years, five percent of the net after-tax income, if
any,  generated by the business  assets  acquired  from us in November 2001 (see
preceding paragraph),  in exchange for Avery's cash payment of $100,000,  return
of 3,010,000  shares of common stock and  cancellation  of  unexercised  options
under which Avery  Communications had a right to purchase up to 1,066,500 shares
of our common  stock at a price of $0.01 each.  At the time of the  transaction,
Messrs. Haynes, Isham and Ratchford were directors of Avery Communications.


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

     (a)  Exhibits. See Exhibit Index attached hereto and incorporated herein by
          this reference.

     (b)  Reports on Form 8-K. None


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
$16,800 for the fiscal year ended  December  31, 2002 and $23,625 for the fiscal
year ended December 31, 2003.

(2)      AUDIT-RELATED FEES

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

(3)      TAX FEES

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

(4)  ALL OTHER FEES

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

                                       17
<PAGE>

PRE-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.


ITEM 14. CONTROLS AND PROCEDURES


     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and  procedures as of the end of the period covered by this
report pursuant to Exchange Act Rule 13a-15(b).  Based upon that evaluation, the
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in our
periodic SEC filings.

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Chicago, Illinois on the 7th day of June 2004.

                                             QORUS.COM, INC.



                                             By: /s/  Thomas C. Ratchford
                                                 -------------------------------
                                                      Thomas C. Ratchford
                                                      Chief Financial Officer



                                       18

<PAGE>

Exhibit Index


      Exhibit
      Number     Description of Exhibit

        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.)
        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.)

                                       19
<PAGE>

        10.10    Service  Agreement,  dated  February 28, 2001,  by and between
                 Extend,  Inc. and Aelix,  Inc., a wholly owned  subsidiary  of
                 Qorus.com, Inc. (incorporated by reference to the same Exhibit
                 No. of the  Quarterly  Report on Form  10-QSB for the  quarter
                 ended March 31, 2001, filed by Qorus.com, Inc.)
        10.11    Exclusive Sublease Listing Agreement by and between Charles E.
                 Smith Real Estate  Services  L.P.  and  Qorus.com,  Inc.  with
                 respect to leased property located at 11320 Random Hills Road,
                 Fairfax,  Virginia  (incorporated  by  reference  to the  same
                 Exhibit  No. of the  Quarterly  Report on Form  10-QSB for the
                 quarter ended March 31, 2001, filed by Qorus.com, Inc.)
        10.12    Asset Purchase Agreement among Qorus.com,  Inc., TMT Holdings,
                 Inc., Aelix, Inc. and Avery Communications, Inc. dated May 29,
                 2001 (incorporated by reference to the same Exhibit No. of the
                 Quarterly Report on Form 10-QSB for the quarter ended June 30,
                 2001, filed by Qorus.com, Inc.)
        10.13    Note Extension,  Modification and Amendment Agreement dated as
                 of May 31, 2001 among Qorus.com,  Inc., Aelix, Inc.,  Thurston
                 Interests, LLC, Apex Investment Fund III, L.P., Apex Strategic
                 Partners,   LLC,  Thurston   Communications   Corporation  and
                 Customer Care & Technology  Holdings,  Inc.  (incorporated  by
                 reference to the same Exhibit No. of the  Quarterly  Report on
                 Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                 Qorus.com, Inc.)
        10.14    Demand Promissory Note, dated as of March 29, 2001, payable to
                 Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                 original   principal  amount  of  $160,000   (incorporated  by
                 reference to the same Exhibit No. of the  Quarterly  Report on
                 Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                 Qorus.com, Inc.)
        10.15    Demand Promissory Note, dated as of April 12, 2001, payable to
                 Thurston Communications  Corporation in the original principal
                 amount  of  $80,000  (incorporated  by  reference  to the same
                 Exhibit  No. of the  Quarterly  Report on Form  10-QSB for the
                 quarter ended June 30, 2001, filed by Qorus.com, Inc.)
        10.16    Demand Promissory Note, dated as of April 30, 2001, payable to
                 Thurston   Communications   Corporation  by  Aelix,  Inc.  the
                 original   principal  amount  of  $170,000   (incorporated  by
                 reference to the same Exhibit No. of the  Quarterly  Report on
                 Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                 Qorus.com, Inc.)
        10.17    Demand  Promissory Note, dated as of May 11, 2001,  payable to
                 Thurston  Communications  Corporation  by Aelix,  Inc.  in the
                 original   principal   amount  of  $25,000   (incorporated  by
                 reference to the same Exhibit No. of the  Quarterly  Report on
                 Form  10-QSB for the  quarter  ended June 30,  2001,  filed by
                 Qorus.com, Inc.)
        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.)
        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.)
                                         21
<PAGE>

        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.)
        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.)

                                       22
<PAGE>

        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
        31.1     Certificate of the Chief  Executive   Officer dated as of June
                 7, 2004 pursuant to Section 302 of the   Sarbanes-Oxley Act of
                 2002 (filed herewith)
        31.2     Certificate of the Chief   Financial  Officer dated as of June
                 7, 2004 pursuant to Section 302 of the  Sarbanes-Oxley Act  of
                 2002 (filed herewith)
          32     Certificate  of  the  Chief   Executive  and  Chief  Financial
                 Officers dated as of June 7, 2004 pursuant to  Section  906 of
                 the Sarbanes-Oxley Act of 2002 (furnished herewith)

* notes a management contract or compensatory plan or arrangement


                                       23


<PAGE>







                                 QORUS.COM, INC.

                                TABLE OF CONTENTS

                                                                           Page

REPORT  OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ........................F-2



FINANCIAL STATEMENTS:



Balance Sheets at December 31, 2003 and 2002 ...............................F-3



Statements of Operations for the Years Ended December 31, 2003 and 2002.....F-4



Statement of Shareholders' Deficit

    for the Years Ended December 31, 2003 and 2002..........................F-5



Statements of Cash Flows for the Years Ended December 31, 2003 and 2002.....F-6



Notes to Financial Statements...............................................F-7



<PAGE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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, 2003 and  2002 and  the  related  statements of
operations, shareholders' 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 generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects, the financial position of Qorus.com,  Inc. as of December 31, 2003 and
2002 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements,  the Company has generated no revenues during the last two
fiscal  years  and  has  incurred  losses  from  operations   since   inception.
Additionally,  at December  31, 2003 the  Company  has a  stockholders'  deficit
totaling $7,168,733.  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.

KBA GROUP LLP

Dallas, Texas

March 25, 2004




                                       F-2
<PAGE>


                                 QORUS.COM, INC.
                                 BALANCE SHEETS



        ASSETS
                                                      December 31, December 31,
                                                         2003         2002
                                                      -----------  -----------

CURRENT ASSETS:
   Cash                                               $    21,427  $       146
                                                      -----------  -----------
   TOTAL ASSETS                                       $    21,427  $       146
                                                      ===========  ===========


        LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses              $   508,077  $   387,443
   Accrued expenses to related parties                  1,695,284    1,195,284
   Notes payable to related parties                     4,786,799    4,780,599
                                                      -----------  -----------
   Total current liabilities                            6,990,160    6,363,326
                                                      -----------  -----------

LONG TERM LIABILITIES:
   Long-term debt to related party                        200,000            -

SHAREHOLDERS' DEFICIT:
   Preferred stock, par value $0.01; 5,000,000
      shares authorized and no shares issued                    -            -
   Common stock, par value $0.001; 50,000,000
      shares authorized and 18,707,405 and 18,982,405
      share issued                                         18,707       18,982
   Additional paid-in capital                           9,900,319    9,902,794
   Accumulated deficit                                (17,084,749) (16,279,196)
   Treasury stock at cost, 3,010,000 shares for
          both years                                       (3,010)      (3,010)
   Note receivable for common stock                             -       (2,750)
                                                      -----------  -----------
   Total shareholders' deficit                         (7,168,733)  (6,363,180)
                                                      -----------  -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT           $    21,427  $       146
                                                      ===========  ===========


                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                                QORUS.COM, INC.
                            STATEMENTS OF OPERATIONS

                                                       Twelve months ended
                                                            December 31,
                                                         2003         2002
                                                     -----------  -----------

Revenues                                             $         -  $         -

Cost of revenues                                               -            -
                                                     -----------  -----------
Gross profit (loss)                                            -            -
                                                     -----------  -----------
Operating expenses:
        General and administrative                       303,837      266,968
                                                     -----------  -----------
Loss from operations                                    (303,837)    (266,968)
                                                     -----------  -----------
Other income (expense):
        Interest expense                                (503,000)    (500,000)
        Other income, including $100,000 from
           related party in 2002.                          1,284      116,857
                                                     -----------  -----------
Loss before income taxes                                (805,553)    (650,111)

Income taxes                                                   -            -
                                                     -----------  -----------
Net Loss                                             $  (805,553) $  (650,111)
                                                     ============ ============

Basic and diluted loss per common share              $     (0.05) $     (0.04)
                                                     ============ ============

Weighted average shares of common stock outstanding    15,912,622   16,582,766



                 See accompanying notes to financial statements

                                       F-4

<PAGE>


                                QORUS.COM, INC.

                      STATEMENTS OF SHAREHOLDERS' DEFICIT
                 For the Years Ended December 31, 2003 AND 2002


<TABLE>
<CAPTION>

                                     Common Stock                                     Treasury Stock
                                                       Additional
                                                        Paid-in     Accumulated                            Note
                                  Shares     Amount     Capital       Deficit       Shares     Amount   Receivable      Total
                               -----------  --------  -----------   -----------  -----------  --------  -----------  -----------
<S>                            <C>           <C>       <C>         <C>           <C>          <C>         <C>        <C>
Balance at,
  January 2, 2002               18,982,405    18,982    9,864,784   (15,629,085)           -         -      (2,750)   (5,748,069)

Treasury stock received in
  settlement                             -         -        3,010             -    3,010,000    (3,010)          -             -

Services provided as equity
 contribution                            -         -       35,000             -            -         -           -        35,000

Net loss                                 -         -            -      (650,111)           -         -           -      (650,111)
                               -----------  --------  -----------   -----------  -----------  --------  ----------   -----------
Balance at,
  December 31, 2002             18,982,405   $18,982   $9,902,794  $(16,279,196)   3,010,000   $(3,010)    $(2,750)  $(6,363,180)

Net loss                                 -         -            -      (805,553)           -         -           -      (805,553)

Cancellation of note
  receivable in return
  for common shares               (275,000)     (275)      (2,475)            -            -         -       2,750             -
                               -----------  --------  -----------   -----------  -----------  --------  ----------   -----------
Balance at,                     18,707,405   $18,707   $9,900,319  $(17,084,749)   3,010,000   $(3,010)    $     -  $ (7,168,733)
  December 31, 2003            ===========  ========   ==========  ============   ==========  ========  ==========  ============
</TABLE>
                See accompanying notes to financial statements.

                                       F-5
<PAGE>
                                QORUS.COM, INC.
                            STATEMENTS OF CASH FLOWS

                                                       Twelve Months Ended
                                                           December 31,
                                                      2003            2002
                                                  -----------     -----------


CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                           $ (805,553)    $ (650,111)
Changes in operating assets and liabilities
     Services provided as equity contribution               -         35,000
     Deposits                                               -        125,747
     Accrued expenses and accounts payable            120,634         21,151
     Accrued expenses to related parties              500,000        458,933
                                                  ------------   ------------

         Net cash (used in) provided
         by operating activities                     (184,919)        (9,280)
                                                  ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from related party                                 6,200          7,600
Long-term debt proceeds from related party            200,000              -

                                                  ------------   ------------
         Net cash provided by (used in)
         financing activities                          206,200          7,600
                                                  ------------   ------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS        21,281         (1,680)

CASH, BEGINNING OF YEAR                                   146          1,826
                                                  ------------   ------------

CASH, END OF YEAR                                    $ 21,427          $ 146
                                                  ============   ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
AND NON CASH FINANCING ACTIVITY:

                                                       Twelve Months Ended
                                                           December 31,
                                                      2003            2002
                                                  -----------     -----------
Interest paid, related party                        $      -         $41,067
Income taxes                                               -               -
Note receivable cancelled for
  return of common shares                              2,750               -


                See accompanying notes to financial statements.

                                      F-6
<PAGE>


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       History and Description of Business

       Qorus.com,  Inc.,  a Florida  corporation  (the  "Company"  or  "Qorus"),
       currently has no operations.

       In prior  years,  the Company  focused on  delivery of unified  messaging
       services,  which allowed users to consolidate  in-bound voice, e-mail and
       fax  messages  to a central  mailbox  featuring  voice/text  translation.
       Beginning in the third quarter of 2000, the Company  changed its focus to
       providing  pro-active  messaging  services  designed to enhance  customer
       service  functions.  The messaging  services allowed users to communicate
       securely with worldwide customers using a variety of media and devices.

       On November 20, 2001, the Company sold substantially all its subsidiaries
       and assets,  including its  intelligent  message  communications  service
       business,  to Avery Communications,  Inc. ("Avery"),  a related party. As
       consideration  for the sale,  Avery forgave  approximately  $4,400,000 in
       promissory  notes and  accumulated  interest,  and paid $100,000 in cash.
       Avery has generally  assumed future  obligations  under certain  assigned
       contracts.

       Revenue Recognition

     The Company  previously  recognized  revenue from messaging services as the
     services were provided.

       Statement of Cash Flows

       For purposes of the statements of cash flows,  cash  equivalents  include
       all highly  liquid debt  instruments  with  original  maturities of three
       months or less when purchased.

       Stock Based 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.

       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.

                                     F-7
<PAGE>

       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.

       Net Income (Loss) Per Common Share

       Net income (loss) per common share is computed by dividing the net income
       (loss), for the years ended December 31, 2003 and 2002, respectively,  by
       the weighted average number of shares of common stock outstanding  during
       the respective periods.  Diluted earnings per share include the effect of
       all dilutive options and warrants and instruments convertible into common
       stock.  During the years ended  December 31, 2003 and 2002, the effect of
       outstanding  warrants  and  options  and  convertible  securities  on the
       computation  of net  income  (loss)  per  share  was  anti-dilutive  and,
       therefore,  was not  included  in the  computation  of  diluted  weighted
       average shares.

       Use of Estimates and Assumptions

       Management  uses  estimates  and   assumptions  in  preparing   financial
       statements in accordance with accounting principles generally accepted in
       the United States of America.  Those estimates and assumptions affect the
       reported amounts of assets and liabilities,  the disclosure of contingent
       assets  and  liabilities,  and  the  reported  amounts  of  revenues  and
       expenses. Actual results could vary from the estimates that were used.

2.     SALE OF OPERATING BUSINESS

       In November  2001,  the  Company  sold  substantially  all of its assets,
       including its intelligent  message  communications  service business,  to
       Avery. Avery and the Company were under common control.  As consideration
       for the sale, Avery acquired the Company's accounts receivable,  deposits
       and property as well as certain intellectual  property rights. In return,
       Avery  forgave  certain  notes payable and agreed to pay a royalty on the
       use of the intellectual  property acquired.  However,  in an amendment to
       the original  agreement,  dated March 2002,  the royalty  obligation  was
       eliminated  in  exchange  for a $100,000  cash  payment and the return of
       3,010,000 common shares. These shares were granted to Avery in connection
       with funds  advanced  under notes  payable to them in 2000.  In addition,
       unexercised  options to purchase  1,066,500  common shares of the Company
       were cancelled.

       The Company has  reported a gain on sale in the year ended  December  31,
       2002 in  recognition  of the receipt of the $100,000 cash payment per the
       March 2002 agreement with Avery Communications, Inc.

3.     GOING CONCERN UNCERTAINTY

       The financial  statements  have been  prepared  assuming the Company will
       continue to operate as a going concern which contemplates the realization
       of assets and the  settlement  of  liabilities  in the  normal  course of
       business. No adjustment has been made to the recorded amount of assets or
       the  recorded  amount or  classification  of  liabilities  which would be
       required  if the  Company  were unable to  continue  its  operations.  In
       November 2001, the Company sold all of its operating assets to Avery (see
       Note 2).  Accordingly,  the Company  currently has no  operations  and no
       ability to generate revenues. Additionally, at December 31, 2003, the
       Company has a shareholders' deficit totaling $7,168,733.

                                       F-8

<PAGE>

        The Company is assessing the possibility of offering  business  services
        relying on advanced information  communications  technology. Its ability
        to develop and offer new services or purchase an existing  business will
        be dependent on its ability to raise new capital.


4.     NOTES PAYABLE TO RELATED PARTIES

The following is a summary of notes  payable to related  parties at December 31,
2003 and December 31, 2002:

                                                            2003        2002
                                                        -----------  ----------

Notes  payable to  Thurston  Interests  LLC.
Thurston  Interests  LLC and the Company are
under common control.  Principal  originally
due December 31,  2001.  Notes  subsequently
amended to provide  for a December  31, 2003
due date.  Company is  currently  in default
and amounts are payable on demand. All notes
are unsecured:


       Convertible note, interest payable at 10%.        $2,083,000  $2,083,000
       Convertible note, interest payable at 10%.         1,799,115   1,799,115
       Note payable, interest payable at 12%.               242,647     242,647
       Note payable, interest payable at 12%.               135,000     135,000
       Note payable, interest payable at 10%.               100,884     100,884
       Note payable. Interest payable at 12%.                30,000      30,000
       Note payable. Interest payable at 12%.                 7,353       7,353
       Note payable. Interest payable at 12%.                 3,000       3,000
       Note payable. Interest payable at 12%.                 3,200           0
       Note payable. Interest payable at 12%.                 2,600       2,600
       Note payable. Interest payable at 12%.                 2,000       2,000
                                                        -----------  ----------
       Total Thurston Interests LLC                       4,408,799   4,405,599


Notes payable to other  related  parties.  Due dates through  December 31, 2005.
Company is  currently  in default on notes due on or before  December  31, 2003.
Amounts are payable on demand and are unsecured:

                                       F-9

<PAGE>

       Note payable;  Principal due December 31, 2005;
           Interest payable at 8%.                          200,000           -

       Note payable; Principal due December 31, 2002;
           Interest payable at 12%.                         275,000     275,000

       Convertible note payable; Principal due
           April 30, 2000; Interest payable at 15%.         100,000     100,000

       All other                                              3,000           -
                                                        -----------  ----------

           Total                                          4,986,799   4,780,599

       Less current maturities                            4,786,799   4,780,599
                                                      -------------------------
       Long term debt                                 $   200,000    $        -
                                                      =============  ==========



       During fiscal year 2002, the Company made no principal  payment to reduce
       its  notes  payable   liability.   Certain  amended  and  restated  notes
       automatically  convert  outstanding  principal and accrued  interest into
       fully paid and  non-assessable  shares at conversion rates dependent upon
       the terms of future sales, if any, of equity securities.

5.     INCOME TAXES

       The tax effects of temporary  differences  that give rise to  significant
       portions  of  the   deferred   tax  assets  at  December   31,  2003  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, 2003,  the Company had net operating  loss  carryforwards
       for federal income tax purposes of approximately  $10 million,  which are
       available to offset future taxable income, if any, through 2023,  subject
       to  limitations  under  Section 382 of the  Internal  Revenue  Code.  The
       benefit of these net  operating  loss  carryforwards  appears  uncertain.
       Accordingly,  the net  deferred tax asset of $3.1 million at December 31,
       2003 has a 100% valuation  allowance against it. The valuation  allowance
       increased  by $0.1  million  during the year  ended  December  31,  2003.
       Included  in the net  deferred  tax asset is a short  term  deferred  tax
       liability of $0.2 million  resulting from related party expenses  accrued
       but not paid which are disallowed for tax purposes.

       The effective statutory income tax rate used was 34%.

7.     RELATED PARTY TRANSACTIONS

       The  Company  is  controlled  by Patrick J.  Haynes III who  directly  or
       indirectly owns  approximately 57% of the common stock and is also CEO of
       the Company. Mr. Haynes, also controls Avery Communications, Inc.

       The Company occupies office space in Chicago which is rented by a related
       party.  During 2003 and 2002, the Company incurred  unreimbursed costs of
       $35,000 in  relation to  management  services  provided  by said  related
       party.  In 2003,  the amount was  recorded as a liability  to the related
       party. In 2002, the amount was recorded as a capital contribution.

       Also see Note 4, Notes Payable to Related Parties.

                                      F-10

<PAGE>

8.     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.

       During 2003 and 2002, the Company issued no options.

       At December 31, 2003 and 2002,  there were a total of  1,222,499  options
       outstanding under the Plan.

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

                                                                   Option Price
                                              Shares                 per Share
                                         ------------             --------------
Outstanding at January 1, 2002              1,227,499              $1.00 - $5.25
Granted during the period                           -                    -
Exercised                                           -                    -
Cancelled                                      (5,000)                 $5.25
                                         ------------             --------------
Outstanding at December 31, 2003            1,222,499              $1.00 - $1.25
                                         ============             ==============

Outstanding at January 1, 2003              1,222,499              $1.00 - $1.25
Granted during the period                           -                    -
Exercised                                           -                    -
Cancelled                                           -                    -
                                         ------------             --------------
Outstanding at December 31, 2003            1,222,499              $1.00 - $1.25
                                         ============             ==============
Exercisable, end of year                    1,222,499
                                         ============

       The following table summarizes  information  about  compensatory  options
outstanding at December 31, 2003 under the Plan:

                        Options Outstanding              Options Exercisable
----------------------------------------------------   -------------------------
                        Weighted Avg.
Range of                  Remaining            .                   Weighted Avg.
Exercise     Number      Contractual   Weighted Avg      Number     Exercisable
 Prices    Outstanding      Life      Exercise Price   Exercisable     Price
---------  -----------  ------------- --------------   ----------- ------------

$1.00-$1.25  1,222,499    6.2 years         $1.08        1,222,499     $1.08


       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-11

<PAGE>



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

                                                                   Option Price
                                                   Shares           per Share

         Outstanding at January 1, 2002              257,000           $1.25
         Granted during the period                         -             -
         Exercised                                         -             -
         Cancelled                                         -             -
                                                  ----------           -----
         Outstanding at December 31, 2002            257,000           $1.25
                                                  ==========           =====

         Outstanding at January 1, 2003              257,000           $1.25
         Granted during the period                         -             -
         Exercised                                         -             -
         Cancelled                                         -             -
                                                  ----------           -----
         Outstanding at December 31, 2003            257,000           $1.25
                                                  ==========           =====
         Exercisable, end of year                    257,000
                                                  ==========

       The following table summarizes information about other compensatory stock
options outstanding at December 31, 2003:

                        Options Outstanding              Options Exercisable
----------------------------------------------------   -------------------------
                        Weighted Avg.
Range of                  Remaining            .                   Weighted Avg.
Exercise     Number      Contractual   Weighted Avg      Number     Exercisable
 Prices    Outstanding      Life      Exercise Price   Exercisable     Price
---------  -----------  ------------- --------------   ----------- ------------

  $1.25      257,000        6 years         $1.25          257,000     $1.25


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

                                                                        Price
                                                       Shares         per Share
                                                      --------        ---------
         Outstanding at January 1, 2002                  3,200          $ 5.00
         Exercised                                          -                -
         Cancelled                                          -                -
         Granted during the period                          -                -
                                                      --------        ---------
         Outstanding at December 31, 2002                3,200           $5.00
                                                      ========        =========

                                      F-12
<PAGE>


         Outstanding at January 1, 2003                  3,200           $5.00
         Exercised                                           -               -
         Cancelled                                           -               -
         Granted during the period                           -               -
                                                      --------        ---------
         Outstanding at December 31, 2003                3,200          $ 5.00
                                                      ========        =========
         Exercisable, end of year                        3,200
                                                      ========

         Additionally,  under the terms of financing  arrangements,  the Company
         has granted one party the right to purchase up to 20,000  common shares
         for $0.01 each.  During 2002,  the Company  cancelled  the right of one
         party to purchase up to 1,066,500 shares for $0.01 (see Note 2).


9.     COMMITMENTS AND CONTINGENCIES

       The Company  leased  office  facilities  in Los Angeles,  California  and
       Fairfax,  Virginia during 2003 and 2002. The Los Angeles lease expired in
       May 2002 and the Fairfax  lease  expires in May 2005.  During March 2001,
       the  Company  vacated  its Fairfax  office.  The Los  Angeles  office was
       vacated  in  September  2001 and  administration  offices  were  moved to
       facilities of a related party on a no cost basis through November 2001. A
       sub-lessee or assignee is being sought for the Fairfax facility.

       Office lease costs  totaled  approximately  $126,000 and $125,000 for the
       years ended December 31, 2003 and 2002, respectively.

       At December 31, 2003,  future minimum lease  payments  required under the
       operating leases are as follows:

                Years ending December 31,
                          2004                                  125,352
                          2005                                   52,890
                                                            -----------
                          Total                             $   178,242
                                                            ===========

10.    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company's estimated fair value of its financial instruments, cash and
       cash  equivalents,  and notes payable at December 31, 2003, none of which
       are held for trading  purposes,  are consistent with their carrying value
       in the financial statements.

                                      F-13