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, 2002

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


                             COMMISSION FILE NUMBER
                                     0-27551

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


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



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

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

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

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

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

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

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  (based on the  closing  sale price of such stock as reported on
March 25, 2003 by the National  Quotation Bureau Pink Sheets) was  approximately
$5,000.

     As of March 25, 2003,  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 an entity under common control.  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. The accompanying
financial  statements include a "going concern"  explanatory  paragraph from our
accountants.

Related Parties and Affiliates

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

History

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

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

     In May 1999, the stockholders of Qorus Delaware entered into an Acquisition
Agreement with Golf Ball World, Inc., a Florida corporation ("Golf Ball World").
Pursuant to the  Acquisition  Agreement,  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 intelligent 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.  an  entity  related  through  common
ownership.  We did not receive any cash in  connection  with the sale.  Instead,
Avery  returned to us  $4,064,500  of notes  payable owed to Avery and agreed to
assume certain of Qorus' liabilities.  Additionally, Avery agreed to pay us five
percent  of the  net  after-tax  income,  if  any,  generated  by  the  acquired
intelligent message  communications  service business for a period of five years
following the closing date.
<PAGE>

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

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


Employees

     As of March 15, 2003, we had two executive officers and no other employees.
Mr. Haynes,  our Chairman and Chief  Executive  Officer,  has never received any
compensation from Qorus. Mr.  Ratchford,  our Chief Financial  Officer,  has not
received any compensation from us since November 2001.


Risk Factors

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


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

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

     In  the  aggregate,   our  executive  officers  and  directors,  and  their
affiliates,  beneficially own approximately 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  materially  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
expected price volatility, you may not be able to purchase or sell shares of our
common stock when you desire to do so. The inability to sell shares in a rapidly
declining market may  substantially  increase an investor's risk of loss because
of such  illiquidity  and  because  the price for our  common  stock may  suffer
declines because of its price volatility.
<PAGE>

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

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


ITEM 2.           DESCRIPTION OF PROPERTIES.


     In 2002,  our executive  offices were located at 135 South LaSalle  Street,
Suite 1710,  Chicago,  Illinois.  During March 2003,  we relocate our  executive
offices to 2700 Patriot Boulevard,  Glenview, Illinois. The Company continues to
shares office space with Thurston  Group,  but the latter has not charged us for
any rent or other occupancy expenses.  The Company has unsuccessfully  attempted
to sublease 4,643 square feet of  previously-occupied  executive office space in
Fairfax,  Virginia.  The Fairfax, VA 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  for this space have been in
arrears since February 2001.


ITEM 3.  LEGAL PROCEEDINGS.

     None

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


     There were no matters  submitted to a vote of our  stockholders  during the
fourth quarter of the fiscal year ended December 31, 2002.



                                     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.
     Our common stock trades only  sporadically and has experienced in the past,
     and is expected to experience in the future,  significant  price and volume
     volatility..  Prior to May 17, 1999, our shares of common stock were traded
     under the  symbol  "GBLL".  The  reported  high and low bid  prices for the
     common  stock as  reported  by Pink  Sheets  LLC are  shown  below for each
     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
                                                 ----------  -----------
2002
   First Quarter                                  $0.015       $0.005
   Second Quarter                                 $0.006       $0.005
   Third Quarter                                  $0.019       $0.002
   Fourth Quarter                                 $0.019       $0.001
<PAGE>

2001
   First Quarter                                   $0.20       $0.13
   Second Quarter                                  $0.13       $0.05
   Third Quarter                                   $0.07       $0.06
   Fourth Quarter                                  $0.07       $0.01


         The  approximate  number of holders  of record of our  common  stock on
March 25, 2003 was 150.


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

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

     At various  times  between May 19, 1999 and December  31,  2001,  Qorus has
granted  options to purchase an aggregate of 1.8 million shares of Qorus' common
stock to Qorus' directors,  officers and employees pursuant to Qorus' 1999 stock
option plan. In addition, Qorus also granted options to purchase an aggregate of
1.9 million shares of Qorus' common stock to Qorus'  employees and other parties
pursuant to individual option agreements.  Such options were granted in reliance
upon the exemption provided in Rule 701 under the Securities Act.

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

<PAGE>

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

Forward-Looking Statements

     The following  discussion may contain  certain  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange  Act of 1934.  Such  statements  are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans and  objectives  of management  for future growth of 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

     Revenue represents service fees charged to customers. Revenue is recognized
once services are rendered. Revenue in 2002 was zero.

     In 2001, our revenue of $0.5 million 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.

     Our expenses have  exceeded net revenues  since  inception.  For the period
from March 10, 1999 to December 31, 2002, Qorus sustained  cumulative net losses
totaling approximately $16 million.

RESULTS OF OPERATIONS

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

                                          Qorus.com, Inc.       Qorus.com, Inc.
                                          ---------------       ---------------
                                         December 31, 2002     December 31, 2001
               BALANCE SHEET DATA              $000                   $000

 Cash and cash equivalents                      $   -                   $ 2
 Total assets                                       -                   128
 Notes payable to related parties               4,781                 4,773
 Total liabilities                              6,363                 5,876
 Accumulated deficit                          (16,279)              (15,629)
 Total stockholders' deficit                   (6,363)               (5,748)
<PAGE>

                                          Qorus.com, Inc.       Qorus.com, Inc.
                                          ---------------       ---------------
                                         December 31, 2002     December 31, 2001
          STATEMENT OF OPERATIONS DATA         $000                   $000

 Revenues                                       $   -                 $ 497
 Total costs and expenses                         267                 3,226
 Loss from operations                             267                 2,729
 Other income (expense), net                     (383)                3,187
 Net income (loss)                               (650)                  456
 Basic income (loss) per share                ($ 0.04)               $ 0.02
 Shares used in  computing  basic
   income or loss per share                16,582,766            18,448,210



     Our year ended 2002  financial  information  is not directly  comparable to
2001 because of the sale of substantially  all assets and operations in November
2001.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     Gross revenues for the year ended December 31, 2002 were zero,  compared to
$497,477  during  2001.  The absence of revenue  during 2002  resulted  from the
November  2001  sale  of  assets  and  operations  of  our  intelligent  message
communications business.

     Cost of revenues for the year ended December 31, 2002 was zero, compared to
$623,486  during 2001. The absence of any cost of revenues in 2002 resulted from
the absence of revenue, which was the result of the November 2001 sale of assets
and operations of our intelligent message communications business.

     A gross  profit of zero was  achieved  during the year ended  December  31,
2002,  compared to a gross loss of $126,009  during 2001. Our negative margin in
2001  reflects a volume of business  which was  insufficient  to cover the fixed
costs incurred in operating the business.

     Selling,  general and  administrative  expenses for the year ended December
31,  2002 were $ 266,968  and related  principally  to rental  costs for vacated
space, audit fees and other administrative expenses.  During 2001, such expenses
had totaled  $2,900,290.  The majority of the expenses in 2001 were for employee
compensation, marketing programs and professional fees. The decrease in expenses
during 2002 is attributable to the absence of any operating business.

     Interest expense decreased to $500,000 for the year ended December 31, 2002
from  $787,453  during 2001.  This decrease was  attributable  to a reduction in
average debt outstanding during 2002, due to the cancellation of $4.1 million of
debt in November 2001 in connection with the sale of assets to Avery.

     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.
<PAGE>

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

     During the year ended  December 31, 2001, we recorded  beneficial  interest
expense of $206,542 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 loans made by such
parties during 2001 (see Notes 4 and 7 to financial statements).  There was zero
beneficial interest expense during 2002.

     During the year ended  December  31, 2001,  we realized  income of $297,039
arising from the negotiated forgiveness of accounts payable and accruals owed to
various  creditors.  We have  included  this as an offset to sales,  general and
administrative expenses in determining total operating expenses.

     As a result of the foregoing,  the net loss for the year ended December 31,
2002 was $650,111, compared to net income of $455,986 during 2001.


CRITICAL  ACCOUNTING POLICIES

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


LIQUIDITY AND CAPITAL RESOURCES


     At December 31, 2002, we had negative working capital of $6.4 million ($5.7
million at December  31,  2001),  largely  attributable  to $6.0  million  ($5.5
million at December 31 2001) in  short-term  indebtedness  and accrued  interest
owed to related parties.  During 2002, we satisfied  immediate cash requirements
through a $100,000  cash payment from Avery in exchange for a release of Avery's
commitment  to pay a  contingent  royalty over the next five years and $7,600 in
cash advances from a related party (see Note to Financial Statements).  Net cash
used by  operating  activities  was $9,280  during  2002  ($2,499,270  in 2001),
principally  as a result of a $650,111  loss  offset by a $458,933  increase  in
accrued  interest to related  parties and a $125,747  decrease in deposits.  The
Company is in default with regard to its notes  payable as effective  January 1,
2003. All of the notes are payable on demand.

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


     Future minimum payments under the lease are as follows:


                          CALENDAR YEAR ENDED         $000
                          -------------------
                                  2003                 $126
                                  2004                  126
                                  2005                   52
                                                    -------
                                 Total                 $304
                                                     ------


     We had $146 of cash and cash equivalents as of December 31, 2002.
<PAGE>

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, 2001
and December 31, 2002,  which indicate a substantial  doubt as to our ability to
continue as a going  concern.  In order to execute the Company's  business plan,
the Company will need to raise additional financing.


LEGAL PROCEEDINGS

         None


IMPACT OF ACCOUNTING STANDARDS


Statement of Financial Accounting Standards Number 148

In  December  2002,  FASB  issued  SFAS No.  148,  "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure-an amendment of FASB Statement No. 123."
This statement amends SFAS No. 123,  "Accounting for Stock-Based  Compensation,"
to provide  alternative methods of transition for a voluntary change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  SFAS No. 148 amends the  disclosure  requirements  of SFAS No. 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported  results.  This statement is effective for
fiscal  years ending after  December  15, 2002.  We have adopted the  disclosure
requirements  of SFAS No. 148 and the adoption of this  standard had no material
effect on our financial condition, cash flows or results of operations.


ITEM 7.  FINANCIAL STATEMENTS.

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

                                                                        Page

 Report of Independent Auditors dated March 11, 2003                     F-2
 Balance Sheets as of December 31, 2002 and 2001                         F-4
 Statements of Operations  for the years ended December 31, 2002         F-5
 and 2001
 Statement of Stockholders'  Equity for the years ended December         F-6
 31, 2002 and 2001
 Statements of Cash Flows for the years ended  December 31, 2002         F-7
 and 2001
 Notes to Financial Statements                                           F-8
<PAGE>


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

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

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

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

<PAGE>



                                    PART III


ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

 Patrick J. Haynes, III    53     Chief Executive Officer; Director        1999
 Robert T. Isham, Jr.      50     Director                                 1999
 Thomas C. Ratchford       54     Chief Financial Officer                  2000


     Patrick J.  Haynes,  III,  Chief  Executive  Officer and  Director,  is the
co-founder  and Senior  Managing  Director of Thurston  Group,  Inc.,  a private
merchant bank in Chicago.  Mr. Haynes has held his position with Thurston Group,
Inc. since 1988. In 1992, Mr. Haynes founded  e.spire  Communications  (formerly
American  Communications)  and held the  position of President  until 1993.  Mr.
Haynes currently serves as Chairman of 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, 2002, 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
--------------------------------------------------------------------------------
  Patrick J. Haynes (1)
                            2002         None            None              ---
  Chief Executive Officer
                                                         None
                            2001         None

                            2000         None           50,000
 -------------------------------------------------------------------------------
  Thomas C. Ratchford (2)
                            2002         None            None              ---
  Chief Financial Officer
                                                         None
                            2001       $122,500
                            2000        $35,000          None
--------------------

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

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


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

     We have set forth in the following table certain information  regarding our
common stock  beneficially  owned on March 15, 2003 for (i) each  shareholder we
know to be the beneficial  owner of 5% or more of our outstanding  common stock,
(ii) each of our  executive  officers  and  directors,  and (iii) all  executive
officers  and  directors  as a group.  In  general,  a person  is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct the voting of such security,  or the power to dispose or to direct the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of which  the  person  has the right to  acquire  beneficial
ownership  within 60 days.  At March 25, 2003,  15,972,405  shares of our common
stock were outstanding.



<PAGE>




Patrick J. Haynes, III
2700 Patriot Blvd., Suite 1500                   9,343,317 (1)           58.1%
Glenview, IL 60025


Thurston Interests LLC
2700 Patriot Blvd., Suite 1500                   9,243,317 (2)           57.9%
Glenview, IL 60025


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)             5.5%
2700 Patriot Blvd., Suite 1500
Glenview, IL 60025


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  pursuant to stock
     options exercisable within 60 days.

(2)  Includes  18,633  shares held of record by Haynes  Interests,  LLC,  89,682
     shares  held of record by Thurston  Capital,  LLC,  261,037  shares held of
     record by Thurston Group,  Inc.,  105,253 shares held of record by Thurston
     Offshore  Bridge  Partners  II, Ltd.  and 280,000  shares held of record by
     Customer Care & Technology Holdings, Inc.

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

(4)  Includes  89,682 shares held of record by Thurston  Capital,  LLC,  261,037
     shares  held of record by  Thurston  Group,  Inc.,  105,253  shares held of
     record by Thurston  Offshore Bridge Partners II, Ltd.,  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
     pursuant to stock options exercisable within 60 days.

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

Equity Compensation Plan Information

Equity securities have been issued under compensation plans as follows:

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


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

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

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

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

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

     During  2002 we  made no  payments  to  Thurston  under  the  terms  of the
consulting  agreement,  compared  to  payments  of  $203,400  in 2001.  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.

     Between March 2000 and December 2002, 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.
<PAGE>

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

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


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

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

(b)  Reports on Form 8-K. None

ITEM 14. CONTROLS AND PROCEDURES

     Within the 90 days  prior to the date of this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief  Executive  Officer  and Chief  Financial  Officer  concluded  that Qorus'
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating to Qorus required to be included in our periodic
SEC filings.

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Chicago, Illinois on the 31st day of March 2003.

                              QORUS.COM, INC.



                              By:
                                 -----------------------------------------
                                       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   Chief Executive Officer (Principal  March 31, 2003
---------------------------  Executive Officer)
Patrick J. Haynes, III


/s/ Robert T. Isham, Jr.     Director                            March 31, 2003
---------------------------
Robert T. Isham, Jr.


/s/ Thomas C. Ratchford      Chief Financial Officer (Principal  March 31, 2003
---------------------------  Accounting Officer)
Thomas C. Ratchford


     CERTIFICATION



     I, Patrick J. Haynes, III, Chief Executive Officer of Qorus.com,  Inc. (the
"Company"), certify that:

1.   I have reviewed this annual report of the Company on Form 10-KSB;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  annual  report,  fairly  represent  in all
     material respects the financial  condition,  results of operations and cash
     flows of the Company as of, and for,  the periods  presented in this annual
     report;

4.   The  Company's  other  certifying   officers  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  Company,   including   its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
<PAGE>

5.   The Company's other certifying officers and I have disclosed,  based on our
     most recent evaluation, to the Company's auditors and board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     b)   any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The Company's other certifying officers and I have indicated in this annual
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.

              March 31, 2003                       /s/ Patrick J. Haynes, III
                                                   --------------------------
                                                   Patrick J. Haynes, III
                                                   Chief Executive Officer


     CERTIFICATION

     I, Thomas C.  Ratchford,  Chief Financial  Officer of Qorus.com,  Inc. (the
"Company"), certify that:

1.   I have reviewed this annual report of the Company on Form 10-KSB;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  annual  report,  fairly  represent  in all
     material respects the financial  condition,  results of operations and cash
     flows of the Company as of, and for,  the periods  presented in this annual
     report;

4.   The  Company's  other  certifying   officers  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  Company,   including   its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  as of a date  within 90 days prior to the  filing  date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;
<PAGE>

5.   The Company's other certifying officers and I have disclosed,  based on our
     most recent evaluation, to the Company's auditors and board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     b)   any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The Company's other certifying officers and I have indicated in this annual
     report whether there were  significant  changes in internal  controls or in
     other factors that could significantly  affect internal controls subsequent
     to the date of our most recent evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.

              March 31, 2003                     /s/ Thomas C. Ratchford
                                                 -----------------------
                                                 Thomas C. Ratchford
                                                 Chief Financial Officer
<PAGE>

Exhibit Index


      Exhibit
      Number     Description of Exhibit

        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.)
        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.)
   <PAGE>
        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.)
        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.)
    <PAGE>


        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.)
        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 February 1,
                 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
                 March 2,  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.)
    <PAGE>

        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.)
        10.33    Promissory Note,  dated as of March 27, 2000,  payable to Apex
                 Strategic  Investors  in  the  original  principal  amount  of
                 $46,575  (incorporated by reference to Exhibit No. 6.33 of the
                 Registration  Statement  on Form 10-SB,  as amended,  filed by
                 Qorus.com, Inc.)
        10.34    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.)
        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.)
   <PAGE>

        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   (incorporated  by
                 reference to the same Exhibit No. of the Annual Report on Form
                 10-KSB  for  the  year  ended  December  31,  2001,  filed  by
                 Qorus.com, Inc.)
        10.60    First Amendment to Consulting  Agreement dated as of March 15,
                 2002  between   Qorus.com,   Inc.  and  Thurston  Group,  Inc.
                 (incorporated  by  reference  to the same  Exhibit  No. of the
                 Annual  Report on Form 10-KSB for the year ended  December 31,
                 2001,  filed by  Qorus.com,  Inc.)
        10.61    Second Amendment to Asset Purchase Agreement,  dated March 15,
                 2002, among Qorus.com,  Inc., TMT Holdings,  Inc., Aelix, Inc.
                 and Avery Communications,  Inc.  (incorporated by reference to
                 the same  Exhibit No. of the Annual  Report on Form 10-KSB for
                 the year ended December 31, 2001, filed by Qorus.com, Inc.)
        10.62    Demand  Promissory Note, dated as of May 22, 2002,  payable to
                 Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                 principal  amount of $2,600  (incorporated by reference to the
                 same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                 the quarter ended June 30, 2002, filed by Qorus.com, Inc.)
        10.63    Demand  Promissory Note, dated as of June 6, 2002,  payable to
                 Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                 principal  amount of $2,000  (incorporated by reference to the
                 same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                 the quarter ended June 30, 2002, filed by Qorus.com, Inc.)
        10.64    Addendum to Notes dated as of July 16, 2002,  among Qorus.com,
                 Inc., Thurston  Interests,  LLC and Customer Care & Technology
                 Holdings,  Inc. (incorporated by reference to the same Exhibit
                 No. of the  Quarterly  Report on Form  10-QSB for the  quarter
                 ended June 30, 2002, filed by Qorus.com, Inc.)
   <PAGE>

        10.65    Demand Promissory Note, dated as of July 12, 2002,  payable to
                 Thurston  Interests,  LLC by  Qorus.com,  Inc. in the original
                 principal  amount of $3,000  (incorporated by reference to the
                 same  Exhibit No. of the  Quarterly  Report on Form 10-QSB for
                 the quarter  ended  September  30, 2002,  filed by  Qorus.com,
                 Inc.)
        99.1     Certificate of the Chief  Executive  Officer dated as of March
                 31, 2003 pursuant to Section 906 of the  Sarbanes-Oxley Act of
                 2002 (filed herewith)
        99.2     Certificate of the Chief  Financial  Officer dated as of March
                 31, 2003 pursuant to Section 906 of the  Sarbanes-Oxley Act of
                 2002 (filed herewith)

   <PAGE>




                                  Exhibit 99.1



                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Annual Report of Qorus.com, Inc., (the "Company") on
Form  10-KSB  for the  period  ending  December  31,  2002,  as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Patrick
J. Haynes, III, Chief Executive Officer of the Company,  certify, pursuant to 18
U.S.C.  (S) 1350, as adopted  pursuant to (S) 906 of the  Sarbanes-Oxley  Act of
2002, that:

          (1) The Report fully complies with the  requirements  of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


     /s/ Patrick J. Haynes, III
     --------------------------
     Patrick J. Haynes, III
     Chief Executive Officer
     March 31, 2003






<PAGE>


                                  Exhibit 99.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Annual Report of Qorus.com, Inc., (the "Company") on
Form  10-KSB  for the  period  ending  December  31,  2002,  as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Thomas
C. Ratchford,  Chief Financial Officer of the Company,  certify,  pursuant to 18
U.S.C.  (S) 1350, as adopted  pursuant to (S) 906 of the  Sarbanes-Oxley  Act of
2002, that:

          (1) The Report fully complies with the  requirements  of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



     /s/ Thomas C. Ratchford
     ------------------------
     Thomas C. Ratchford
     Chief Financial Officer
     March 31, 2003


<PAGE>


                                 QORUS.COM, INC.



                                TABLE OF CONTENTS






                                                                            Page





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





FINANCIAL STATEMENTS:



Balance Sheets at December 31, 2002 and 2001 ................................F-4



Statements of Operations for the Years Ended December 31, 2002 and 2001......F-5



Statement of Shareholders' Deficit

    for the Years Ended December 31, 2002 and 2001...........................F-6



Statements of Cash Flows for the Years Ended December 31, 2002 and 2001......F-7



Notes to Financial Statements................................................F-8



<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and Stockholders of

     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' deficit and cash flows for the year ended December 31, 2001. 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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 audit  provides 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 year then ended in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company has had minimal revenues and incurred losses
from operations since inception.  These conditions raise substantial doubt about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.





                                                FARBER & HASS LLP

Oxnard, California

 April 11, 2002

                                      F-2

<PAGE>



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and Stockholders of

     of Qorus.com, Inc.



We  have  audited  the  accompanying  balance  sheet  of  Qorus.com,  Inc.  (the
"Company")  as of December 31, 2002 and the related  statements  of  operations,
shareholders' deficit and cash flows for the year ended December 31, 2002. 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
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 audit  provides 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, 2002 and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company has had minimal revenues and incurred losses
from operations since inception.  Additionally,  the Company has a shareholders'
deficit  totaling  $6,363,180  at December  31,  2002.  These  conditions  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.





KBA GROUP LLP

Dallas, Texas

March 11, 2003


                                      F-3
<PAGE>

                                 QORUS.COM, INC.

                                 BALANCE SHEETS
                           December 31, 2002 and 2001


        ASSETS

                                                         2002           2001
                                                      -----------   -----------
Current assets
   Cash                                               $       146   $     1,826
   Deposits                                                     -       125,747
                                                      -----------   -----------
   Total current assets                               $       146   $   127,573
                                                      ===========   ===========


        LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
   Accounts payable and accrued expenses              $   387,443   $   366,292
   Accrued expenses to related parties                  1,195,284       736,351
   Notes payable to related parties                     4,780,599     4,772,999
                                                      -----------   -----------
   Total current liabilities                            6,363,326     5,875,642
                                                      -----------   -----------

Commitments and contingencies (Notes 3 and 9)

Shareholders' deficit
   Preferred stock, par value $0.01; 5,000,000
      shares authorized and no shares issued                    -             -
   Common stock, par value $0.001; 50,000,000
      shares authorized.  18,982,405 shares issued and
      and outstanding at December 31, 2002 and 2001        18,982        18,982
   Additional paid-in capital                           9,902,794     9,864,784
   Accumulated deficit                                (16,279,196)  (15,629,085)
                                                      -----------   -----------
   Treasury stock at cost, 3,010,000 shares at
          December 31, 2002                                (3,010)            -
   Less note receivable for common stock                   (2,750)       (2,750)
                                                      -----------   -----------
   Total shareholders' deficit                         (6,363,180)   (5,748,069)
                                                      -----------   -----------
Total liabilities and shareholders' deficit           $       146   $   127,573
                                                      ===========   ===========


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

                                QORUS.COM, INC.

                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2002 and 2001

                                                         2002            2001
                                                     -----------    -----------

Revenues                                             $         -        497,477

Cost of revenues                                               -        623,486
                                                     -----------    -----------
Gross loss                                                     -       (126,009)
                                                     -----------    -----------
Operating expenses:
        Sales, general and administrative                266,968      2,900,290
        Discounts on accounts payable balance                  -       (297,039)
                                                     -----------    -----------
        Total operating expenses                         266,968      2,603,251
                                                     -----------    -----------
Operating loss                                          (266,968)    (2,729,260)
                                                     -----------    -----------
Other income (expense):
        Interest expense                                (500,000)      (787,453)
        Loss on sale of assets                                 -        (26,839)
        Gain on sale of assets to related party          100,000      4,201,590
        Other income                                      16,857          6,090
        Interest expense relating to beneficial
        conversion feature                                     -       (206,542)
                                                     -----------    -----------
        Total other income (expense), net               (383,143)     3,186,846
                                                     -----------    -----------
Income (loss) before provision for income taxes         (650,111)       457,586

Income tax expense                                             -         (1,600)
                                                     -----------    -----------
Net income (loss)                                    $  (650,111)   $   455,986
                                                     ============   ============

Basic and diluted income (loss) per common share     $     (0.04)   $      0.02
                                                     ============   ============

Weighted average number of common shares outstanding  16,582,766     18,448,210



                 See accompanying notes to financial statements

                                       F-5
<PAGE>


                                QORUS.COM, INC.

                      STATEMENTS OF SHAREHOLDERS' DEFICIT
                 For the Years Ended December 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                     Common Stock                                     Treasury Stock
                                                       Additional
                                                        Paid-in     Accumulated                            Note
                                  Shares     Amount     Capital       Deficit       Shares     Amount   Receivable      Total
                               -----------  --------  -----------   -----------  -----------  --------  -----------  -----------
<S>                            <C>           <C>       <C>         <C>           <C>          <C>         <C>        <C>
Balance at,
  January 1, 2001               17,487,407   $17,487   $9,644,787  $(16,085,071)           -  $      -    $      -   $(6,422,797)

Issuance of Stock                1,519,998     1,520       13,680             -            -         -      (2,750)       12,450

Purchase and cancellation
 of stock                          (25,000)      (25)        (225)            -            -         -           -          (250)

Interest charge related to
 beneficial conversion feature           -         -      206,542             -            -         -           -       206,542

Net Profit                               -         -            -       455,986            -         -           -       455,986
                               -----------  --------  -----------   -----------  -----------  --------  ----------   -----------
Balance at,
  December 31, 2001             18,982,405    18,982    9,864,784   (15,629,085)           -         -      (2,750)   (5,748,069)

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

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

Net loss                                 -         -            -      (650,111)           -         -           -      (650,111)
                               -----------  --------  -----------   -----------  -----------  --------  ----------   -----------
Balance at,
  December 31, 2002             18,982,405   $18,982   $9,902,794  $(16,279,196)   3,010,000   $(3,010)    $(2,750)  $(6,363,180)
                                ==========  ========   ==========  ============   ==========  ========  ==========  ============
</TABLE>
                See accompanying notes to financial statements.

                                       F-6
<PAGE>
                                QORUS.COM, INC.
                            STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002 AND 2001

                                                      2002            2001
                                                  -----------     -----------
Cash flows from operating activities:
Net income (loss)                                 $  (650,111)    $   455,986
Adjustments to reconcile net income (loss)
 to net cash used by operating activities:
    Depreciation                                            -         169,590
    Amortization                                            -          22,672
    Negotiated settlement of current liabilities            -        (297,039)
    Interest charge from benefitial
      conversion feature                                    -         206,542
    Loss on sale of property                                -          26,839
    Gain on sale of business to a related
      party                                                 -      (4,201,590)
    Services provided as equity contribution           35,000               -
Changes in operating assets and
 liabilities:
    Accounts receivable                                     -         (62,532)
    Deposits                                          125,747               -
    Prepaid expenses and other assets                       -          45,241
    Accounts payable and accrued expenses              21,151         146,135
    Accrued interest and fees to related party        458,933         988,886
                                                  -----------     -----------
       Net cash used by operating activities           (9,280)     (2,499,270)
                                                  -----------     -----------
Cash flows from investing activities:
 Purchase of property and equipment                         -          (2,150)
 Sale of property                                           -          10,000
                                                  -----------     -----------
       Net cash provided investing activities               -           7,850
                                                  -----------     -----------
Cash flows from investing activities:
 Proceeds from notes payable, related party             7,600       2,768,500
 Repayment of notes payable, related party                  -        (164,000)
 Proceeds from issuance of common stock, net                -          14,950
 Purchase of treasury stock                                 -            (250)
 Payment of fees to related party                           -        (173,477)
 Repayments on note payable                                 -         (51,403)
                                                  -----------     -----------
        Net cash provided by financing activities       7,600       2,394,320
                                                  -----------     -----------
Decrease in cash                                       (1,680)        (97,100)

Cash at beginning of year                               1,826          98,926
                                                  -----------     -----------
Cash at end of year                               $       146     $     1,826
                                                  ===========     ===========


Supplemental disclosures of cash flow information:

  Interest paid, related party                     $   41,067      $        -
                                                  ===========     ===========
  Income taxes paid                                $        -      $    1,600
                                                  ===========     ===========


                See accompanying notes to financial statements.

                                   F-7

<PAGE>

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



History and Description of Business

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

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

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

       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 Note 3), these licenses were transferred to Avery.  License expense,
       prior to the sale, for the year ended December 31, 2001 totaled $22,671.

       Revenue Recognition

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

       Statement of Cash Flows

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


       Significant Customers

       Three customers accounted for 41%, 31% and 28%, respectively, of revenues
       during the year ended December 31, 2001.
<PAGE>

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


       Stock Based Compensation

       The Company accounts for stock-based employee  compensation  arrangements
       in accordance  with  provisions of  Accounting  Principles  Board ("APB")
       Opinion No. 25,  "Accounting for Stock Issued to Employees," and complies
       with  the  disclosure   provisions  of  SFAS  No.  123,  "Accounting  for
       Stock-Based Compensation." Under APB Opinion No. 25, compensation expense
       for  employees  is based on the  excess,  if any,  on the date of  grant,
       between the fair value of the Company's stock over the exercise price.

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

       Income Taxes

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

       Net Income (Loss) Per Common Share

       Net income (loss) per common share is computed by dividing the net income
       (loss), for the years ended December 31, 2002 and 2001, respectively,  by
       the weighted average number of shares of common stock outstanding  during
       the respective periods.  Diluted earnings per share include the effect of
       all dilutive options and warrants and instruments convertible into common
       stock. During the year ended December 31, 2001, the effect of outstanding
       warrants and options and convertible securities on the computation of net
       income (loss) per share was dilutive and, therefore,  was included in the
       computation of diluted  weighted  average  shares.  During the year ended
       December 31,  2002,  the effect of  outstanding  warrants and options and
       convertible  securities on the computation of net income (loss) per share
       was anti-dilutive and, therefore,  was not included in the computation of
       diluted weighted average shares.
<PAGE>



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




       Use of Estimates and Assumptions

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


       Reclassification

       Certain  data  in  the  prior  year's  financial   statements  have  been
       reclassified to conform to the 2002 presentation.



2.     SALE OF OPERATING BUSINESS

       In November  2001,  the  Company  sold  substantially  all of its assets,
       including its intelligent  message  communications  service business,  to
       Avery  Communications,  Inc.  Avery  and the  Company  are  under  common
       control.  As  consideration  for the sale,  Avery  acquired the Company's
       accounts   receivable,   deposits   and   property  as  well  as  certain
       intellectual  property  rights.  In return,  Avery forgave  certain notes
       payable  and  agreed  to pay a  royalty  on the  use of the  intellectual
       property acquired.  However,  in an amendment to the original  agreement,
       dated March 2002, the royalty obligation was eliminated in exchange for a
       $100,000 cash payment and the return of 3,010,000  common  shares.  These
       shares were  granted to Avery in  connection  with funds  advanced  under
       notes  payable  to them in 2000.  In  addition,  unexercised  options  to
       purchase 1,067,500 common shares of the Company were cancelled.

       The Company has  reported a gain on sale in the year ended  December  31,
       2001 for the initial  transfer of assets and  forgiveness  of debt, and a
       gain on sale in the year ended  December 31, 2002 in  recognition  of the
       receipt of the $100,000 cash payment per the March 2002 agreement.



3.     GOING CONCERN


       The financial  statements  have been  prepared  assuming the Company will
       continue to operate as a going concern which contemplates the realization
       of assets and the  settlement  of  liabilities  in the  normal  course of
       business. No adjustment has been made to the recorded amount of assets or
       the  recorded  amount or  classification  of  liabilities  which would be
       required  if the  Company  were unable to  continue  its  operations.  In
       November 2001, the Company sold all of its operating assets to Avery (see
       Note 2).  Accordingly,  the Company has no  operations  currently  and no
       ability to generate  revenues.  Additionally,  at December 31, 2002,  the
       Company has a shareholders' deficit totaling $6,363,180.

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

<PAGE>


4.     NOTES PAYABLE TO RELATED PARTIES



       The  following  is a summary  of notes  payable  to  related  parties  at
       December 31, 2002 and December 31, 2001:
                                                           2002          2001
                                                        ----------   -----------

Notes payable to Thurston  Interests  LLC.  Thurston
Interests and the Company are under common  control.
Principal  originally  due December 31, 2001.  Notes
subsequently  amended to provide for a December  31,
2002 due date.  Company is  currently in default and
amounts are payable on demand:

       Convertible note, interest payable at 10%.      $ 2,083,000    $2,083,000
       Convertible note, interest payable at 10%.        1,799,115     1,799,115
       Note payable, interest payable at 12%.              242,647       242,647
       Note payable, interest payable at 12%.              135,000       135,000
       Note payable, interest payable at 10%.              100,884       100,884
       Note payable. Interest payable at 12%.               30,000        30,000
       Note payable. Interest payable at 12%.                7,353         7,353
       Note payable. Interest payable at 12%.                3,000             -
       Note payable. Interest payable at 12%.                2,600             -
       Note payable. Interest payable at 12%                 2,000             -
                                                       -----------   -----------
       Total Thurston Interests LLC                      4,405,599     4,397,999

Notes  payable to other related  parties.  Due dates
through  December 31, 2002.  Company is currently in
default  and  amounts  are  payable on demand:

       Note payable. Principal due December 31, 2002.
           Interest payable at 12%.                        275,000       275,000
       Convertible note payable. Principal due April
          30, 2000.
          Interest payable at 15%.                         100,000       100,000
                                                       -----------   -----------
       Total                                           $ 4,780,599   $ 4,772,999
                                                       ===========   ===========
<PAGE>


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

       As  additional  consideration  for the  issuance  of certain  notes,  the
       Company  included  warrants to sell one share of Company  common stock to
       the holders for each dollar advanced at $0.01 per share.  During the year
       ended  December  31,  2001,  the  Company  recorded  interest  expense of
       $206,542, based on the historical price per share of the Company's common
       stock at the date  that  the  funds  were  advanced.  For the year  ended
       December 31, 2001, the holders purchased 1,520,000 shares.

       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  unexercised  purchase options  originally issued in connection
       with the notes payable originating in 2001 were returned.


5.     INCOME TAXES

       The tax effects of temporary  differences  that give rise to  significant
       portions  of  the   deferred   tax  assets  at  December   31,  2002  are
       substantially composed of the Company's net operating loss carryforwards,
       for which the Company has made a full valuation  allowance.  In assessing
       the value of deferred tax assets,  management  considers the  probability
       that net operating loss  carryforwards  will be utilized in future years.
       The ultimate  realization  of deferred  tax assets is dependent  upon the
       generation  of future  taxable  income  during the periods in which those
       temporary differences become deductible.

       At December 31, 2002,  the Company had net operating  loss  carryforwards
       for federal income tax purposes of  approximately  $9 million,  which are
       available to offset future taxable income, if any, through 2022,  subject
       to  limitations  under  Section 382 of the  Internal  Revenue  Code.  The
       benefit of these net  operating  loss  carryforwards  appears  uncertain.
       Accordingly,  the net  deferred tax asset of  $2,979,379  at December 31,
       2002 has a 100% valuation  allowance against it. The valuation  allowance
       increased by $39,137 during the year ended December 31, 2002. Included in
       the net  deferred  tax asset is a short term  deferred  tax  liability of
       $181,900 resulting from related party expenses accrued but not paid which
       are disallowed for tax purposes.

       The effective statutory income tax rate used was 34%.

6.     DISCOUNT ON ACCOUNTS PAYABLE

       During  fiscal 2001,  the Company  settled  certain  outstanding  current
       liabilities  with trade  creditors.  Through  negotiated  settlements the
       Company recorded discounts on accounts payable income of $297,039.
<PAGE>

7.     RELATED PARTY TRANSACTIONS


       The  Company  is  controlled  by Patrick J.  Haynes III who  directly  or
       indirectly owns  approximately 58% of the common stock and is also CEO of
       the Company. Mr. Haynes, also controls Avery Communications, Inc.

       The  Company  compensated  The  Thurston  Group,  a  related  party,  for
       investment  service fees in the amount of $0 and $201,040,  for the years
       ending  December 31, 2002 and 2001,  respectively.  The Company  occupies
       office space in Chicago belonging to a related party. The officers of the
       Company  received no  compensation  for their  services  from the Company
       during 2002.  Said  officers are also  officers of related  parties under
       common control.  During 2002, the Company incurred  unreimbursed costs of
       $35,000 in  relation to  management  services  provided  by said  related
       party, which has been recorded as a capital contribution.

       Also see Note 4, Notes Payable to Related Parties.

8.     STOCK BASED COMPENSATION

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

       During 2002 and 2001, the Company issued no options.

       At December 31, 2002 and 2001,  there were a total of  1,222,499  options
       outstanding under the Plan.

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

                                                                 Option Price
                                            Shares                 per Share
                                         -------------          ---------------
Outstanding at January 1, 2001              1,227,499            $1.00 - $5.25
Granted during the period                          -                   -
Exercised                                           -                  -
Cancelled                                      (5,000)               $5.25
                                         -------------          ---------------
Outstanding at December 31, 2001            1,222,499
                                         ============           ===============

Granted during the period                           -                  -
Exercised                                           -                  -
Cancelled                                           -                  -
Outstanding at December 31, 2002            1,222,499            $1.00 - $1.25
                                         ============           ===============
Exercisable, end of year                    1,222,499
                                         ============

<PAGE>


       The following table summarizes  information  about  compensatory  options
       outstanding at December 31, 2002 under the Plan:

                        Options Outstanding              Options Exercisable
----------------------------------------------------   -------------------------
                        Weighted Avg.
Range of                  Remaining            .                   Weighted Avg.
Exercise     Number      Contractual   Weighted Avg      Number     Exercisable
 Prices    Outstanding      Life      Exercise Price   Exercisable     Price
---------  -----------  ------------- --------------   ----------- ------------
$1.00 -
   $1.25     1,222,499    7.2 years       $1.08          1,222,499      $1.08

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

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

                                                                   Option Price
                                              Shares                 per Share
                                         ------------             --------------
Outstanding at January 1, 2001              1,535,500              $1.25 - $3.00
Granted during the period                           -                    -
Exercised                                           -                    -
Cancelled                                  (1,278,500)             $1.00 - $2.50
                                         ------------             --------------

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

Granted during the period                           -                    -
Exercised                                           -                    -
Cancelled                                           -                    -
                                         ------------             --------------

Outstanding at December 31, 2002              257,000                  $1.25
                                         ============             ==============
Exercisable, end of year                      257,000
                                         ============
<PAGE>

       The following table summarizes information about other compensatory stock
options outstanding at December 31, 2002:

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

  $1.25      257,000        7 years         $1.25          257,000     $1.25


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

                                                                      Price
                                                     Shares        per Share

         Outstanding at January 1, 2001                  3,200       $ 5.00
         Exercised                                           -            -
         Cancelled                                           -            -
         Granted during the period                           -            -
                                                    ----------       ------
         Outstanding at December 31, 2001                3,200        $5.00
                                                    ==========       ======

         Exercised                                           -            -
         Cancelled                                           -            -
         Granted during the period                           -            -
                                                    ----------       ------
         Outstanding at December 31, 2002                3,200       $ 5.00
                                                    ==========       ======
         Exercisable, end of year                        3,200
                                                    ==========

         Additionally,  under the terms of financing  arrangements,  the Company
         has granted  various  parties the right to purchase up to 37,600 shares
         for $0.01 each.  During 2002,  the Company  cancelled  the right of one
         party to purchase up to 1,066,500 shares for $0.01 (see Note 2).

9.     COMMITMENTS AND CONTINGENCIES


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

       Office lease costs  totaled  approximately  $125,000 and $196,000 for the
       years ended December 31, 2002 and 2001, respectively.


       At December 31, 2002,  future minimum lease  payments  required under the
       operating leases are as follows:

                Years ending December 31,
                          2003                          $   125,832
                          2004                              125,832
                          2005                               52,410
                                                        -----------
                          Total                         $   304,074
                                                        ===========

10.    FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company's estimated fair value of its financial instruments, cash and
       cash  equivalents,  and notes payable at December 31, 2002, none of which
       are held for trading  purposes,  are consistent with their carrying value
       in the financial statements.

<PAGE>


11.    NEW ACCOUNTING PRONOUNCEMENTS

       In December 2002, the FASB issued SFAS 148,  "Accounting  for Stock-Based
       Compensation-Transition   and   Disclosure,"   which   amends  SFAS  123,
       "Accounting for Stock-Based  Compensation." SFAS 148 provides alternative
       methods of  transition  for a  voluntary  change to the fair value  based
       method of accounting for stock-based employee compensation.  In addition,
       SFAS 148 amends the disclosure  requirements  of SFAS 123 to require more
       prominent and more frequent disclosures in financial statements about the
       effects of  stock-based  compensation.  SFAS 148 is effective  for fiscal
       years ending after December 15, 2002.