SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
            ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       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.)


         190 South LaSalle Street
             Suite 1710                                          90045
          Chicago, IL 60603                                   (Zip Code)
(Address of principal executive offices)

                                (312) 419-0077
                (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
or any amendment to this Form 10-KSB. [X]

     Issuer's revenues for its most recent fiscal year:  $497,477

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  (based on the  closing  sale price of such stock as reported on
April 30, 2002 by the National  Quotation Bureau Pink Sheets) was  approximately
$54,000.

     As of April 30, 2002,  15,972,405  shares of the registrant's  Common Stock
were outstanding.

           Transitional Small Business Disclosure Format (Check One):
                                YES [ ] NO [X]


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

<PAGE>


                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

Summary

     Prior to November 2001, Qorus.com,  Inc., a Florida corporation ("Qorus" or
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 another entity.  As a result,  we no longer have any meaningful
business  assets,  operations  or  sources  of  revenue.  We  are  pursuing  the
acquisition  of  business  service  entities,  particularly  in the  credit  and
collection sector.

     To date, we have not generated any  significant  revenues.  We will require
substantial additional financing to execute our business plan. Additionally,  we
have received a "going concern" opinion from our accountants.

Our Parents 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
58% 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 cash  compensation
for providing his services.

History of our Formation

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

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

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

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

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

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. 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.
<PAGE>

     This transaction was approved by a majority of our shareholders pursuant to
a written  consent.  An information  statements  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 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.

Employees

     As of April 30, 2002, we had two executive officers and no other employees.
Mr. Haynes,  our Chairman and Chief  Executive  Officer,  has never received any
compensation from the company.  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 assets or
source of revenue.  If we are successful in developing or buying a new business,
we may need additional financing.  We do not have any future funding commitments
from any party. We have retained the Thurston Group to assist us in locating and
securing  permanent  financing.  Our  failure to obtain  substantial  additional
financing  would  materially  adversely  affect  our  ability to  implement  our
business plan and to develop our services and products.

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 59% 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 material  adverse effect on our market
value.

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

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

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

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

ITEM 2.           DESCRIPTION OF PROPERTIES.

     Our executive offices are located at 135 South LaSalle Street,  Suite 1710,
Chicago,  Illinois. The Company shares office space with Thurston Group, but the
latter  has not  charged  us for any rent or other  occupancy  expenses.  We are
attempting to sublet our former 4,643 square feet  executive  office in Fairfax,
Virginia.  This space is leased from a non-affiliated  party under a lease which
expires on May 31, 2005. The required  monthly rental payment under the lease is
$10,550.  The rental  payments on such 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  shareholders  during the
fourth quarter of the fiscal year ended December 31, 2001.


                                     PART II

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

         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.
     The Common Stock trades only  sporadically and has experienced in the past,
     and is expected to experience in the future,  significant  price and volume
     volatility.  On December 1, 1999,  our common stock became  ineligible  for
     trading on the OTC Bulletin Board because of our failure to comply with the
     NASD's eligibility rule. Since becoming  ineligible for trading,  the price
     and trading volume of the Common Stock have fallen materially. Prior to May
     17, 1999,  our shares of Common Stock were traded under the symbol  "GBLL".
     The  reported  high and low bid prices for the common  stock as reported by
     Pink Sheets LLC are shown below for each quarter in the previous two fiscal
     years. The quotations reflect inter-dealer prices and do not include retail
     mark-ups,  markdowns or commissions.  The prices do not necessarily reflect
     actual transactions.

                                                            High        Low
                                                          ---------- -----------
             2001
                First Quarter                              $0.20       $0.13
                Second Quarter                             $0.13       $0.05
                Third Quarter (first available, August 5)  $0.07       $0.06
                Fourth Quarter                             $0.07       $0.01


             2000
                First Quarter                              $3.38       $0.75
                Second Quarter                             $5.13       $2.00
                Third Quarter                              $3.13       $0.69
                Fourth Quarter                             $0.88       $0.19




     The  approximate  number of holders of record of Common  Stock on April 30,
2002 was 148.

     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.
<PAGE>

Recent Sales and Purchases 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.  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,  we  purchased  25,000  shares of common  stock for the
treasury.  The shares were purchased from an unrelated party at a price of $0.01
per share.

     At various times between May 19, 1999, and December 31, 2001, Qorus granted
options to purchase an aggregate of 1.8 million shares of Qorus' common stock to
Qorus'  directors,  officers and employees  pursuant to Qorus' 1999 stock option
plan.  In addition,  Qorus also granted  options to purchase an aggregate of 1.9
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.

     In  connection  with our sale of assets to Avery in  November  2001,  Avery
agreed to pay to us 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 all 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  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

     We record as revenue the service fee charged to  customers  as services are
rendered.  Our  revenue in 2001 was $0.5  million.  All of our  revenue  through
December 31, 2001 came from three customers.

     Our largest  former  customer acted in the capacity of a distributor of our
services.  In  connection  with that  customer,  we  entered  into a  commission
agreement with NetDox in September 1999 to compensate  NetDox for its efforts in
securing this party as a distributor.  Under the agreement,  NetDox was entitled
to a  commission  in  the  amount  of  20%  of  all  gross  revenues  (excluding
development fees or other non-recurring  revenues) received by us as a result of
efforts of this customer/distributor.  In December 2000, we reached an agreement
with NetDox  under which  NetDox  released us from all past,  present and future
obligations  to  pay  any  commissions   for  any  business   generated  by  the
distributor.  In  consideration  for the  release,  we  conveyed  to NetDox  our
ownership  interest  in  convertible  preferred  stock and  warrants  of Tornado
Development, Inc., a software developer. In the absence of such an agreement, we
would have owed NetDox $36,000 in commissions at the end of 2000.
<PAGE>

     Our expenses have  exceeded net revenues  since  inception.  For the period
from March 10, 1999 to December 31, 2001, Qorus sustained  cumulative net losses
totaling $15 million.

RESULTS OF OPERATIONS

     Selected  financial  data with respect to the year ended  December 31, 2001
are set forth below.

                                                                Qorus.com, Inc.
                                                              ------------------
                                                               December 31, 2001
                        BALANCE SHEET DATA                            $000

          Cash and cash equivalents                                 $     2
          Total assets                                                  128
          Notes payable to related parties                            4,773
          Total liabilities                                           5,875
          Accumulated deficit                                       (15,629)
          Total stockholders' equity (deficit)                      ( 5,748)



                                                                Qorus.com, Inc.
                                                              ------------------
                                                               December 31, 2001
                   STATEMENT OF OPERATIONS DATA                       $000

          Revenues                                                 $   497
          Total costs and expenses                                   3,227
          Loss from operations                                       2,729

          Other income, net                                          3,187
          Net income                                                   455
          Basic earnings per share                                    0.02

          Shares used in  computing  basic  earnings  per          18,448,210
          share


YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Gross revenues for the year ended December 31, 2001 was $497,477,  compared
to  $198,578  in  2000.  The  increase  in  revenue  reflected  an  increase  in
transaction  volume  attributable  to the  Company's  largest  customer  and the
procurement of additional customers.

     Cost of  revenues  for the year  ended  December  31,  2001  was  $623,486,
compared to $1,062,614 in 2000. The 41% decrease in costs  resulted  principally
from cost  reductions  taken by the  company in the first  quarter of 2001,  the
deferral of approximately  $151,777 of equipment lease expenses in 2001 due to a
restructuring of the lease and the sale of our business in November 2001.

     The gross loss for the year ended December 31, 2001 was $126,009,  compared
to a gross loss of $864,036 in 2000.  The decrease in gross loss during 2001 was
largely  the  result of  revenues  which  grew  faster  than  costs and the cost
reduction  or  deferrals  mentioned  above.  Nonetheless,  the cost of staff and
equipment  necessary  to operate  our  transaction  services  business  exceeded
revenue  in both  periods,  because  certain  minimum  costs for both  staff and
equipment  are  required  to operate  the system.  Our  operational  capacity is
underutilized.

     Selling,  general and  administrative  expenses for the year ended December
31, 2001 were $2,900,290,  compared to $5,875,265 in 2000. The majority of these
expenses in both periods were for employee compensation,  marketing expenses and
professional fees. The decrease in expenses during 2001 is largely  attributable
to a reduction in the number of employees and related  compensation,  travel and
marketing expenses, and the sale of our business in November 2001. We took major
cost reduction  actions  during the first quarter of 2001 by terminating  all of
the employees in our former Fairfax, Virginia headquarters office.
<PAGE>

     In 2001, we were able to settle certain trade  liabilities to suppliers and
severance  obligations to former employees at a $297,039 discount to face value.
The negotiated  discounts were recorded as a reduction in operating  expenses in
2001.

     In  2000,  we  recorded  a  loss  of  $482,924  relating  to the  value  of
consideration  paid  to  NetDox  in  exchange  for  the  release  of  commission
obligations (see Overview and Line Item Explanations).  The loss was recorded as
an operating expenses in 2000.

     In connection  with the sale of our assets in November  2001, we recognized
income of  $4,201,590,  which was the  excess of the  consideration  paid by the
buyer (in the form of debt  forgiveness)  over the book  value of the net assets
conveyed.

     Interest  expense in 2001  increased to  $787,453,  compared to $298,315 in
2000. The increase was  attributable  to additional debt incurred during 2001 to
fund operations.

     During the year ended  December 31, 2001, we recorded  additional  interest
expense of $206,544, related to the difference between (i) the committed selling
price of 2,586,500 shares of common stock to be sold to related parties and (ii)
the market price of the stock on the day such  commitments were made. The shares
were  offered to the related  parties in  connection  with $2.7 million of loans
made by such parties  during 2001 (see Note 3 to financial  statements).  During
2000, we recorded comparable interest expense of $5,421,540 which related to the
sale of 6,132,998 shares of common stock.

     As a result of the foregoing, we earned $455,986 in 2001, compared to a net
loss of $12,942,559 in 2000.

GOING CONCERN

     We have generated  minimal  revenues and incurred  substantial  losses from
operations since our inception.  As a result, our independent  auditors included
an  explanatory  paragraph in their report for the years ended December 31, 2000
and December 31, 2001, which indicated a substantial  doubt as to our ability to
continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31,  2001,  we had negative  working  capital of $5.9  million,
largely  attributable  to $4.8  million in  short-term  indebtedness  to related
parties.  During 2001, we satisfied working capital requirements through limited
cash flow generated from operations and the issuance of debt and equity and debt
securities to related  parites.  Net cash used in operating  activities was $3.5
million  for the  year  ended  December  31,  2001,  primarily  as a  result  of
significant operating losses.

     Net cash provided by investing  activities was $7,850 during the year ended
December  31, 2001,  substantially  all of which was  attributed  to the sale of
property.  Net cash provided by financing  activities  was $3.4  million,  which
included net  proceeds of $2.6  million from  isssuance of common stock and debt
instruments.

     We are in default under a property lease in Fairfax, Virginia. The facility
had been used as the  headquarters  for our business before we closed the office
in February 2001. Monthly rental for the office space is approximately  $10,550,
and the lease expires on May 31, 2005. We are endeavoring to sublease the office
space. The rental payments have been in arrears since February 2001.

     Future minimum payments under the leases are as follows:

                          CALENDAR YEAR ENDED         $000
                          -------------------
                                  2002                $160
                                  2003                 135
                                  2004                 139
                                  2005                  59

                                 Total                $493


     We had $1,826 of cash and cash equivalents as of December 31, 2001.
<PAGE>

IMPACT OF ACCOUNTING STANDARDS

     In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations"  and
SFAS No. 142 "Goodwill and Other Intangible  Assets." Under these new standards,
all  acquisitions  subsequent  to June 30, 2001 must be accounted  for under the
purchase method of accounting and purchased goodwill is no longer amortized over
its useful life. Instead, goodwill will be subject to a periodic impairment test
based upon its value.  We do not expect any effect on our financial  position or
results of operations from the adoption of this statement.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement   Obligations."  SFAS  143  establishes   accounting   standards  for
recognition  and  measurement  of a liability for the costs of asset  retirement
obligations.  Under SFAS 143, the costs of retiring an asset will be recorded as
a liability  when the  retirement  obligation  arises,  and will be amortized to
expense over the life of the asset. We do not expect any effect on our financial
position or results of operations from the adoption of this statement.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets."  SFAS 144  addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
discontinued  operations.  We do not expect any effect on our financial position
or results of operations from the adoption of this statement.

ITEM 7.  FINANCIAL STATEMENTS.

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

                                                                Page

Page Report of Independent Auditors
  dated April 11, 2002

Consolidated Balance Sheet as of
  December 31, 2001

Consolidated  Statements of Operations
  for the years ended December 31, 2001 and
  2000


Consolidated Statements of Stockholders'
  Equity for the years ended December 31,
  2001 and 2000

Consolidated  Statements of Cash Flows for
  the years ended December 31, 2001 and 2000

Notes to Consolidated Financial Statements


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

     None.


<PAGE>


                                     ART III

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

     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     52  Senior Chairman and Chairman of the    1999
                                 Executive Committee
  Robert T. Isham, Jr.       49  Director                               1999
  Thomas C. Ratchford        53  Chief Financial Officer                2000




     Patrick J. Haynes,  III,  Senior  Chairman  and  Chairman of the  Executive
Committee,  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  Avery
Communications,  Inc.,  a position  he has held since 1995.  Prior to 1988,  Mr.
Haynes was  associated  with Merrill Lynch & Company,  Oppenheimer & Company and
Lehman Brothers, Inc. as an investment banker.

     Robert T. Isham,  Jr.,  Director,  is 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. Mr. Isham is a Director of Avery Communications, Inc.

     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. Mr. Ratchford currently serves
as Chief Financial Officer of Avery Communications, Inc.

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, 2001, all officers,  directors,  and
10% stockholders complied with all applicable Section 16(a) filing requirements.
<PAGE>

ITEM 10.          EXECUTIVE COMPENSATION.

     SUMMARY COMPENSATION TABLE
                                                       LONG TERM
                                                      COMPENSATION
                                         ANNUAL        SECURITIES
    NAME AND PRINCIPAL                COMPENSATION     UNDERLYING     ALL OTHER
         POSITION           YEAR         SALARY         OPTIONS     COMPENSATION
--------------------------------------------------------------------------------
James W. Blaisdell (1)
                             2001       $ 57,292         None          ---

Chief Executive Officer      2000       $240,371
                                                        678,500
--------------------------------------------------------------------------------

Wesley N. Waite, Sr. (2)
                             2001       $149,479         None          ---

Chief Operating Officer      2000       $162,855
                                                        257,000
--------------------------------------------------------------------------------

Thomas C. Ratchford (3)
                             2001       $122,500         None          ---

Chief Financial Officer      2000       $35,000
                                                         None
------------------

(1)  Mr. Blaisell resigned effective March 15, 2001

(2)  Mr. Waite ceased to be an employee on November 20, 2001, when the assets of
     the Company were sold.

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

Options/SARs granted during the last fiscal year

         None

Executive Employment Agreements

         None

       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 April 30, 2002 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 April 30, 2002,  15,972,405  shares of our common
stock were outstanding.



<PAGE>




          Patrick J. Haynes, III
          190 South LaSalle Street, Suite 1710      9,343,317 (1)        58.1%
          Chicago, IL 60603
          Thurston Interests LLC
          190 South LaSalle Street, Suite 1710      9,243,317 (2)        57.9%
          Chicago, IL 60603




          Thomson Kernaghan & Co., Ltd.             1,320,000 (3)         8.3%
          120 Adelaide Street West-Suite 1600
          Toronto, Ontario M5H 1T1

          Robert T. Isham, Jr.                       868,845 (4)          5.4%
          190 South LaSalle Street, Suite 1710
          Chicago, IL 60603



          All Executive Officers and Directors      9,476,190 (5)        58.6%
          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.,
               280,000  shares  held of record  by  Customer  Care &  Technology
               Holdings,  Inc. and 100,000 shares  issuable upon the exercise of
               options 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
               280,000  shares  held of record  by  Customer  Care &  Technology
               Holdings, Inc.

          (3)  Includes  20,000  shares  issuable  upon the  exercise of options
               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., 280,000 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  upon the  exercise  of
               options within 60 days.

          (5)  Includes  200,000  shares  issuable  upon the exercise of options
               within 60 days.
<PAGE>

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.

     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 2001, we paid Thurston  $203,400  under the terms of the  consulting
agreement,  compared to  payments  of $529,157 in 2000 and $43,000 in 1999.  All
such  payments  relate  to the  acquisition  of  funding  and  other  investment
activity.

     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 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.
<PAGE>

     Between March 2000 and December 2001, we have obtained substantially all of
our  funding  from  Thurston  Interests  LLC,  Apex  Investment  Fund III,  Apex
Strategic  Partners,  Thurston  Communications  Corporation  and Customer Care &
Technology  Holdings,  Inc. In the  aggregate,  such parties have  advanced $8.7
million during that period. In exchange for the cash, we issued  convertible and
non-convertible  notes with 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.   The  notes  are secured by liens on all of the
assets of the Company.

     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.

     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.

None

(a)      Exhibits.

                       Exhibit           Description of Exhibit
                       Number

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

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

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

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

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

                            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.)
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                            10.25  Agreement for Professional Services, dated as
                                   of March 2, 2000,  by and between  Qorus.com,
                                   Inc., a Florida corporation,  and Leighton W.
                                   Smith  (incorporated  by reference to Exhibit
                                   No.  6.25 of the  Registration  Statement  on
                                   Form 10-SB,  as amended,  filed by Qorus.com,
                                   Inc.)

                            10.26  Amendment  to  Agreement   for   Professional
                                   Services, dated as of ________________, 2000,
                                   by and  between  Qorus.com,  Inc.,  a Florida
                                   corporation,    and    Leighton    W.   Smith
                                   (incorporated  by  reference  to Exhibit  No.
                                   6.26 of the  Registration  Statement  on Form
                                   10-SB, as amended, filed by Qorus.com, Inc.)

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

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

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

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

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

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

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

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

                            10.35  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.)

                            10.36  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.)

                            10.37  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.)

                            10.38  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.)

                            10.39  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.)

                            10.40  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.)

                            10.41  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.)

                            10.42  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.)
<PAGE>

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

                            10.44  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.)

                            10.45  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.)

                            10.46  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.)

                            10.47  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.)

                            10.48  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.)

                            10.49  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.)

                            10.50  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.)

                            10.51  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.)

                            10.52  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.)
<PAGE>

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

                            10.54  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.)

                            10.55  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.)

                            10.56  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.)

                            10.57  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.)

                            10.58  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.)

                            10.59  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 (filed herewith)

                            10.60  First Amendment to Consulting Agreement dated
                                   as of March 15, 2002 between Qorus.com,  Inc.
                                   and Thurston Group, Inc. (filed herewith)

                            10.61  Second Amendment to Asset Purchase Agreement,
                                   dated March 15, 2002, among Qorus.com,  Inc.,
                                   TMT  Holdings,  Inc.,  Aelix,  Inc. and Avery
                                   Communications, Inc. (filed herewith)
<PAGE>

     (b) Reports on Form 8-K.

         None.


                                   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 8th day of May 2002.

                                  QORUS.COM, INC.



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

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

           Signature                            Title                    Date
 ---------------------------- ------------------------------------  -----------


  /s/ Patrick J. Haynes, III
 ----------------------------
 Patrick J. Haynes, III        Chairman of the Board, Chief
                               Executive Officer and                May 8, 2002
                               President (Principal
                               Executive Officer)


 /s/ Robert T. Isham, Jr.
----------------------------
 Robert T. Isham, Jr.          Director                             May 8, 2002


 /s/ Thomas C. Ratchford
 ----------------------------
Thomas C. Ratchford            Chief Financial Officer (Principal   May 8, 2002
                               Accounting Officer)



<PAGE>

QORUS.COM, INC.


Financial Statements
As of December 31, 2001 and
For the Years Ended
December 31, 2001 and 2000
and Independent Auditors' Report



<PAGE>


                                                            QORUS.COM, INC.


                                                           TABLE OF CONTENTS


                                                                        Page

INDEPENDENT AUDITORS' REPORT                                              1


FINANCIAL STATEMENTS:

Balance Sheet, December 31, 2001                                          2

Statements of Operations
  For the Years Ended December 31, 2001 and 2000                          3

Statements of Shareholders' Equity (Deficit)
    For the Years Ended December 31, 2001 and 2000                        4

Statements of Cash Flows
    For the Years Ended December 31, 2001 and 2000                       5-6

Notes to Financial Statements                                           7-16


-----------------------------------------------------------------


<PAGE>







INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying  balance  sheet  of  Qorus.com,  Inc.  (the
"Company")  as of December 31, 2001 and the related  statements  of  operations,
shareholders'  equity  (deficit) and cash flows for the years ended December 31,
2001  and  2000.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with 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, 2001 and
the results of its  operations  and its cash flows for the years ended  December
31, 2001 and 2000 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 1 to the
financial  statements,  the Company has had minimal revenues and incurred losses
from operations since inception.  These conditions raise substantial doubt about
its ability to continue as a going concern.  Management's  plans regarding those
matters also are  described in Note 7. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.




/s/ Farber & Hass LLP
April 11, 2002
Oxnard, California


<PAGE>


QORUS.COM, INC.


BALANCE SHEET
DECEMBER 31, 2001


ASSETS

CURRENT ASSETS - Cash                                           $      1,826

OTHER ASSETS - Deposits                                              125,747
                                                                ------------

TOTAL ASSETS                                                    $    127,573
                                                                ============


LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses                           $    366,292
Accrued expenses to related parties                                  736,351
Notes payable to related party                                     4,772,999
                                                                ------------
Total current liabilities                                          5,875,642
                                                                ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Preferred stock, par value $.01; 5,000,000 shares
    authorized and no shares issued
Common stock,  par value $.001;  50,000,000  shares
    authorized  and  18,892,405
    shares issued and outstanding;
    2,000,000 shares reserved for
    future issuance                                                   18,982
Additional paid-in capital                                         9,864,784
Accumulated deficit                                              (15,629,085)
Less note receivable for common stock                                 (2,750)
                                                                ------------
Total shareholders' deficit                                       (5,748,069)
                                                                ------------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                     $    127,573
                                                                ============


See accompanying notes to financial statements.


<PAGE>


QORUS.COM, INC.


STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                    2001               2000
                                                    ----               ----

REVENUES                                       $   497,477        $    198,578

COST OF REVENUES                                   623,486           1,062,614
                                               -----------        ------------
GROSS LOSS                                        (126,009)           (864,036)
                                               -----------        ------------

OPERATING EXPENSES:
Selling and marketing                              189,926             754,768
General and administrative                       2,710,364           5,120,497
Loss on release of commission
    obligation - related party                                         482,924
Negotiated settlements of
  current liabilities                             (297,039)
                                               -----------        ------------
Total operating expenses                         2,603,251           6,358,189
                                               -----------        ------------

LOSS FROM OPERATIONS                            (2,729,260)         (7,222,225)
                                               -----------        ------------

OTHER INCOME (EXPENSE):
Other income                                         6,090                  50
Interest income                                                            983
Interest expense                                  (787,453)           (298,315)
Loss on sale of assets                             (26,839)               (712)
Gain on sale of assets to related party          4,201,590
Interest expense - convertible notes,
  beneficial conversion feature                   (206,542)         (5,421,540)
                                               -----------        ------------
Other income (expense), net                      3,186,846          (5,719,534)
                                               -----------        ------------

INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                 457,586         (12,941,759)

PROVISION FOR INCOME TAXES                           1,600                 800
                                               -----------        ------------

NET INCOME (LOSS)                              $   455,986        $(12,942,559)
                                               ===========        ============


BASIC AND DILUTED INCOME (LOSS) PER SHARE      $       .02        $       (.94)
                                               ===========        ============


See accompanying notes to financial statementS.

<PAGE>


QORUS.COM, INC.


STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                                                    Total
                                        Common Stock                                                                Share
                                  -------------------------       Additional                                       holders'
                                     Shares                         Paid-in       Accumulated       Note           Equity
                                  Outstanding       Amount          Capital        (Deficit)      Receivable      (Deficit)
                                  -----------     -----------     -----------     -----------     -----------    -----------
<S>                               <C>             <C>             <C>             <C>            <C>             <C>
BALANCE,
  JANUARY 1, 2000                  11,354,407     $    11,354     $ 4,168,051     $(3,142,512)                   $ 1,036,893

ISSUANCE OF COMMON
  STOCK                             6,133,000           6,133          55,196                                         61,329
BENEFICIAL CONVERSION
  FEATURE - Interest                                                5,421,540                                      5,421,540
NET LOSS                                                                          (12,942,559)                   (12,942,559)
                                  -----------     -----------     -----------     -----------     -----------    -----------

BALANCE,
  DECEMBER 31, 2000                17,487,407          17,487       9,644,787     (16,085,071)                    (6,422,797)

ISSUANCE OF COMMON
  STOCK                             1,519,998           1,520          13,680                        $(2,750)         12,450
STOCK REPURCHASE                      (25,000)            (25)           (225)                                          (250)
BENEFICIAL CONVERSION
  FEATURE - Interest                                                  206,542                                        206,542
NET PROFIT                                                                            455,986                        455,986
                                  -----------     -----------     -----------     -----------     -----------    -----------

BALANCE,
  DECEMBER 31, 2001                18,982,405         $18,982      $9,864,784    $(15,629,085)       $(2,750)   $  5,748,069
                                   ==========         =======      ==========    ============        =======    ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>


QORUS.COM, INC.


STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                      2001           2000
                                                  -----------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                 $   455,986     $(12,942,559)
Adjustments to reconcile net income (loss)
    to net cash used by operating activities:
  Depreciation                                        169,590           74,671
    Amortization                                       22,672          138,133
    Exchange of debt for investment                                    518,752
    Negotiated settlement of current liabilities     (297,039)
    Beneficial conversion feature
      - interest                                      206,542        5,421,540
    Loss on sale of property                           26,839
    Gain on sale of business to a related
      party                                        (4,201,590)
Changes in operating assets and
    liabilities:
  Accounts receivable                                 (62,532)          59,009
    Prepaid expenses and other assets                  45,241          (30,247)
    Accounts payable and accrued expenses             146,135         (172,505)
                                                  -----------     ------------
Net cash used by operating activities              (3,488,156)      (6,933,206)
                                                  -----------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                     (2,150)        (293,824)
Sale of property                                       10,000            2,841
                                                  -----------     ------------
Net cash provided (used) by
    investing activities                                7,850         (290,983)
                                                  -----------     ------------


                                                            (Continued)


<PAGE>


QORUS.COM, INC.


STATEMENTS OF CASH FLOWS - Continued
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                      2001           2000
                                                  -----------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable to related party                      2,768,500        6,656,499
Repayment of notes to related parties                (164,000)
Proceeds from issuance of common stock, net            14,950           58,829
Repurchase of stock                                      (250)
Accrued interest and fees, related party              988,886          246,784
Payment of fees, related party                       (173,477)
Payments on note payable                              (51,403)        (523,500)
                                                  -----------     ------------
Net cash provided by financing activities           3,383,206        6,438,612
                                                  -----------     ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS             (97,100)        (785,577)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF YEAR                                  98,926          884,503
                                                  -----------     ------------

CASH AND CASH EQUIVALENTS,
  END OF YEAR                                     $     1,826     $     98,926
                                                  ===========     ============


SUPPLEMENTAL DISCLOSURES OF
    CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                         $      -0-     $        -0-
  Income taxes                                     $    1,600     $        800


See accompanying notes to financial statements.



<PAGE>


QORUS.COM, INC.


NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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



<PAGE>


         Licenses - The Company had license  agreements  with third  parties for
         the software  programming  and  Internet  service  associated  with its
         intelligent  messaging  product.  The  agreements  provided for varying
         terms of two years to perpetual. As part of the sale of assets to Avery
         Communications,  Inc. (see Notes 3 and 6), the assets were transferred.
         License  expense,  prior to the sale,  for the years ended December 31,
         2001 and 2000 totalled $22,671 and $39,632, respectively.

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

         Revenue  Recognition  -  The  Company  recognized  software-engineering
         revenue and messaging services as such services were provided. Fees for
         messaging services were billed on a monthly basis.

         Significant Customers - Three customers accounted for 31%, 28% and 41%,
         respectively, of revenues during the year ended December 31, 2001.

         Advertising  -  Costs   incurred  for   producing   and   communicating
         advertising  are  expensed  when  incurred  and included in selling and
         marketing  expenses.  Advertising  expense for the years ended December
         31, 2001 and 2000 amounted to $ -0- and $331,000, respectively.

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

         Reclassification  - Since  inception,  March 10,  1999,  the  financial
         statements  have been presented as a development  stage  company.  As a
         result of the  Company's  sale of assets (see note above),  the Company
         has  become  dormant.  As a  result,  the  presentation  is  no  longer
         development stage and certain data in prior years' financial statements
         have been reclassified to conform to the 2001 presentation.


<PAGE>


         Basic Income (Loss) Per Share - The Company  adopted the  provisions of
         Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
         Per Share" that established standards for the computation, presentation
         and   disclosure   of  earnings  per  share   ("EPS"),   replacing  the
         presentation  of Primary EPS with a presentation  of Basic EPS. It also
         requires dual  presentation of Basic EPS and Diluted EPS on the face of
         the  statement  of  operations   for  entities  with  complex   capital
         structures.  Diluted  EPS has not been  presented  since the  result of
         including the stock options  (1,482,699  shares) are immaterial in 2001
         and was  anti-dilutive  in 2000.  Basic  EPS is  based on the  weighted
         average number of common shares outstanding  during the periods,  which
         totalled 18,448,210 for the year ended December 31, 2001 and 13,737,352
         for the year ended December 31, 2000.

         Fair  Value  of  Financial  Instruments  - The  Company  has  financial
         instruments  consisting  of accounts  and notes  payable.  The carrying
         value of the Company's financial  instruments,  based on current market
         and other indicators, approximate their fair value.

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

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

         The fair value of the options was  estimated at the date of grant using
         a Black-Scholes option-pricing model. No options were granted in 2001.



<PAGE>


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

         For purposes of pro forma disclosures,  the estimated fair value of the
         options is amortized over the option vesting periods. The Company's pro
         forma  information  is as follows (in thousands  except share data) for
         the year ended December 31, 2001:

         Net income, as reported                                    $455,986

         Net income, pro forma                                      $413,154

         Basic and diluted income per share                         $   0.02

         Information  regarding  stock  options  outstanding  as of December 31,
         2001 is as follows:

                                    Options Outstanding
                            --------------------------------
                                               Weighted        Weighted Average
                                                Average            Remaining
          Price Range          Shares       Exercise Price     Contractual Life
         ----------------   ------------  ------------------   ----------------
         $1.00 - $1.25        1,479,499           $1.11            8.2 years


                                    Options Exercisable
                            --------------------------------
                                               Weighted
                                                Average
          Price Range          Shares       Exercise Price
         ----------------   ------------  ------------------
         $1.00 - $1.25        1,410,965          $1.10

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

<PAGE>


         Going Concern - The Company has not recognized significant revenues and
         has  incurred  significant  expenses  in  developing  its  product  and
         strategic  relationships.  In addition,  in November  2001, the Company
         sold substantially all of its assets, including its intelligent message
         communications  service  business,  to Avery  Communications,  Inc.,  a
         related party. The components included: 1) transfer of property at net,
         $111,065;  2)  accounts  receivable  transfer,   $84,300;  3)  deposits
         transfer,   $70,225;  4)  accrued  expense  transfer,   $(46,276);   5)
         forgiveness  of accrued  interest,  $(356,404);  and 6)  forgiveness of
         debt,  $(4,064,500).   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.

2.       SHAREHOLDERS' EQUITY

         1999 STOCK OPTION PLAN

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

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

         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.



<PAGE>


         NON-QUALIFIED STOCK OPTIONS GRANTED UNDER THE PLAN

                                                                  Option Price
                                                 Shares            per Share
                                             --------------     ----------------
         Outstanding at
           January 1, 2001                      1,222,499         $1.00 - $5.25

         Granted during the period                -0-                  -0-

         Exercised                                 -0-                 -0-

         Cancelled                                 (5,000)            $5.25
                                                ---------             -----

         Outstanding at
           December 31, 2001                    1,222,499         $1.00 - $1.25
                                                =========         =====   =====

         Exercisable, end of year               1,222,499
                                                =========


         OTHER STOCK OPTIONS

         The  Board  of  Directors  has   authorized  the  grant  of  additional
         non-qualified stock options exclusive of the 1999 Stock Option Plan, to
         employees,  officers  and  directors.  The term of each  option and the
         manner in which it may be exercised  are  determined  by the  Company's
         Board of  Directors  or a  Committee,  provided  that no option  may be
         exercised  more than 10 years  after the date of its grant.  There is a
         maximum  term of five years for these  options  granted to any employee
         owning more than 10% of the Company's common stock.

         OTHER NON-QUALIFIED STOCK OPTIONS

                                                                  Option Price
                                                 Shares             per Share
                                             --------------     ----------------
         Outstanding at
           January 1, 2001                      1,535,500          $1.25 - $3.00

         Granted during the period                 -0-                  -0-

         Exercised                                 -0-                  -0-

         Cancelled                             (1,278,500)         $1.00 - $2.50
                                               ----------          -----   -----

         Outstanding at
           December 31, 2001                      257,000              $1.25
                                               ==========              =====

         Exercisable, end of year                 188,466
                                               ==========



<PAGE>


         WARRANTS

                                                                      Price
                                                 Shares            per Share
                                              -----------         -----------
         Outstanding at
           January 1, 2001                        3,200               $5.00

         Exercised                                -0-                  -0-

         Cancelled                                -0-                  -0-

         Granted during the period                -0-                  -0-
                                              ---------           ---------

         Outstanding at
           December 31, 2001                     3,200                $5.00
                                                 =====                =====

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

         RETIREMENT OF SHARES

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

3.       NOTE PAYABLE TO RELATED PARTY

         In November  1999,  the Company signed a $100,000 note payable due to a
         related party.  The note accrued  interest at 10% until April 30, 2000.
         After April 30, 2000,  the note accrues  interest at 15% until paid. No
         principal  or  interest  payments  have  been  made  on the  note as of
         December 31, 2001.  In addition,  the Company  committed to sell to the
         holder of the note,  20,000  shares of common  stock at par value.  The
         Company  recorded the  difference  in fair market value ($5.25) and par
         value as a charge to interest expense at December 31, 1999.

         Commencing  in March 2000 and  continuing  on a periodic  basis through
         December 2001, the Company signed various notes totalling $8,901,499 to
         five related  parties.  Certain notes were restated and amended through
         December 31, 2001 and accrues  interest from 10% to 12% until  December
         31, 2001. After maturity,  the notes accrue interest from 15% to 17% if
         not fully paid. During fiscal year 2001, the Company repaid $164,000 in
         principal   payments.   Certain  amended  and  restated  notes  contain
         automatic  conversion and conversion price terms based on future events
         which automatically  convert outstanding principal and accrued interest
         into  fully  paid  and non-assessable shares.  The notes are secured by
	   liens on all of the assets of the Company.




<PAGE>


         As additional  consideration  for certain notes,  the Company agreed to
         sell one share of Company  common  stock to the holders for each dollar
         advanced.  Shares of stock were sold for $.01 per share.  During fiscal
         year 2001,  the  Company  recorded  interest of $206,542 as a charge to
         expense,  based on the  historical  price  per  share of the  Company's
         common stock at the date that the funds were advanced.  For fiscal year
         2001, the holders  purchased  1,520,000 shares with options to purchase
         an additional 1,067,500.

         On  November   20,   2001,   the  Company  sold  its  assets  to  Avery
         Communications,  Inc., a related party. As  consideration  in the sale,
         $4,064,500  in notes and $356,404 in accrued  interest  were  forgiven.
         1,067,500  shares of  unexercised  purchase  options were retained (see
         Note 6).

4.       INCOME TAXES

         The tax effects of temporary  differences that give rise to significant
         portions  of  the   deferred  tax  assets  at  December  31,  2001  are
         substantially   composed   of  the   Company's   net   operating   loss
         carryforwards,  for  which  the  Company  has  made  a  full  valuation
         allowance.  The valuation  allowance increased $1.4 million at December
         31,  2001 as a result  of the net  operating  loss.  In  assessing  the
         realizability of deferred tax assets,  management  considers whether it
         is more likely than not that some  portion or all of the  deferred  tax
         assets will not be realized.  The ultimate  realization of deferred tax
         assets is dependent upon the generation of future taxable income during
         the periods in which those  temporary  differences  become  deductible.
         Management   considers   the   scheduled   reversal  of  deferred   tax
         liabilities,   projected   future   taxable  income  and  tax  planning
         strategies in making this assessment.

         At December 31, 2001, the Company had net operating loss  carryforwards
         for  Federal tax  purposes of  approximately  $11.5  million,  which is
         available to offset future taxable income, if any, through 2021.

5.       DEBT FORGIVENESS

         During fiscal 2001, the Company  settled  certain  outstanding  current
         liabilities with trade creditors.  Through  negotiated  settlements the
         Company recorded debt forgiveness of $297,039.



<PAGE>


6.       RELATED PARTY TRANSACTIONS

         During the years  ended  December  31,  2001 and 2000,  the Company has
         compensated  The Thurston  Group,  a related  party,  for  professional
         services in the amount of $201,040 and  $529,157,  respectively,  which
         related to the acquisition of debt funding and certain other investment
         activity.

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

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

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

         In November 2001, the Company entered into a sale of assets transaction
         with Avery  Communications,  Inc., a related party. As consideration in
         the sale, accounts  receivable,  deposits and property were transferred
         at net book value.  The rights to certain  intellectual  property  were
         assigned. Certain notes to outside third parties were assigned. Certain
         related party note  obligations  were forgiven as part of the sale (see
         Note 3).

         As part of the sale,  the Company was to receive a 5% after tax royalty
         for income generated by the acquired intelligent message communications
         service business for a period of five years following the closing date.
         Amendment  #2 to the original  agreement,  March 2002,  eliminated  the
         royalty  obligation  in exchange  for a $100,000  cash  payment and the
         return of all  3,010,000  common  shares  transferred  in the sale.  In
         addition,  the unexercised  options to purchase 1,067,500 common shares
         were cancelled.



<PAGE>


7.       COMMITMENTS AND CONTINGENCIES

         The Company leases office facilities in  Los  Angeles,  California  and
         Fairfax,  Virginia. Lease terms range from three to five years. The Los
         Angeles  lease expires in May 2002 and the Fairfax lease expires in May
         2005.  During  March 2001,  the Company  vacated its  Fairfax,  VA home
         office,  transferring  administrative functions to Los Angeles, CA. 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
         pending  completion of the sale of assets.  A sub-lessee or assignee is
         being sought for the Fairfax  facility.  Monthly  lease costs  totalled
         $16,398 at December 31, 2001.

         Lease  expense  totalled  $196,241  and  $188,000  for the years  ended
         December 31, 2001 and 2000,  respectively.  Future minimum payments are
         as follows:

         2002                                                   $159,575
         2003                                                    135,323
         2004                                                    139,382
         2005                                                     58,789
                                                                --------

         Total                                                  $493,069
                                                                ========

8.       MANAGEMENT PLANS

         Upon  completion  of the asset sale,  management  intends to change the
         focus of the business with greater emphasis given to business  services
         relying on advanced information communications technology. Assuming the
         Company is able to raise new capital, an alternative plan includes, but
         is not limited to, the  purchase of several  regional  debt  collection
         agencies.