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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal quarter ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________ to __________________.
Commission File Number 0-27551
QORUS.COM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 65-0358792
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
11320 RANDOM HILLS ROAD
SUITE 590
FAIRFAX, VIRGINIA 22030
(Address of principal executive offices)
(703) 279-7160
(Issuer's telephone number, including area code:)
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 past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes X .
No .
Number of shares outstanding of each of the issuer's classes of common stock, as
of August 11, 2000: 12,854,407
Transitional Small Business Disclosure Format (Check One):
Yes No X
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The following financial statements required by this item are filed herewith:
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Balance Sheet (Unaudited), June 30, 2000 F-1
Statement of Operations (Unaudited) for the three months ended
June 30, 2000 and 1999 F-3
Statement of Operations (Unaudited) for the six months ended
June 30, 2000 and 1999 F-4
Statement of Cash Flows (Unaudited) for the six months ended
June 30, 2000 F-5
Notes to Financial Statements (Unaudited) F-7
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Item 2. Management's Discussion and Analysis or Plan of Operation
The information contained in this report may contain certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
statements are intended to be covered by the safe harbors created by such
provisions. These statements include the plans and objectives of management for
future growth of Qorus, including plans and objectives related to the
consummation of future private and public issuances of Qorus' equity and debt
securities. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. 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-QSB 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.
Qorus' revenue for the three months and six months ended June 30, 2000
totaled $42,400 and $72,000, respectively, and was from one customer, Moore
Business Systems. A total of $2,700 and $11,000, respectively, was for
engineering services related to customizing the service offering of Qorus for
its customer and $39,700 and $61,000, respectively, was for recurring revenue
for messaging services to its customer for the three and six month period ended
June 30, 2000.
In connection with the agreement with Moore Business Communications
Services, we entered into a Commission Agreement with NetDox to compensate
NetDox for its efforts in securing this contract. Under the Commission
Agreement, NetDox will be entitled to a commission in the amount of 20% of all
gross revenues (excluding development fees or other non-recurring revenues)
received by us under the Master Agreement with Moore Business Communications
Services. To date, we have paid no commissions to NetDox pursuant to the
Commission Agreement. According to the Commission Agreement, NetDox earns the
commission when the revenue is collected by us.
Inasmuch as Qorus will continue to have a high level of operating expenses,
Qorus will continue to be required to make certain up-front expenditures in
connection with its system engineering efforts to prepare its products for each
customers' service launch. It will also incur up-front expenses to continue its
sales and marketing effort. Qorus anticipates that losses will continue for the
foreseeable future.
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Qorus also has agreements with two telecommunications companies and one
Internet service provider, all three of which intend to use the Qorus service to
provide unified messaging to their customers. One telecommunications company
launched the unified messaging system in April 2000. We expect the second
telecommunications company to launch in August 2000. Qorus expects to receive
revenue from the two telecommunications companies in the third and fourth
quarter of 2000. Qorus' expenses have exceeded net revenues since inception. For
the three and six months ended June 30, 2000, Qorus sustained net losses of
$1,349,000 and $6,088,700, respectively. For the six months ended June 30, 2000,
Qorus recorded a beneficial interest expense of $2,985,000 related to the sale
of 1,500,000 shares of stock as part of a loan agreement. This $2,985,000
expense was a non-cash item that contributed to the loss at June 30, 2000.
PLAN OF OPERATION FOR NEXT 12 MONTHS
Qorus' capital requirements have been and will continue to be significant,
and its cash requirements have exceeded cash flow from operations since
inception. As a result, Qorus was substantially dependent on the proceeds of its
earlier private placement of debt and equity securities to satisfy its working
capital requirements. Qorus is currently dependant upon a Bridge Loan from three
related parties of $1.5 million described in the paragraph below. Qorus will be
dependent upon the proceeds of future private placement offerings to satisfy
working capital requirements, to fund certain marketing activities and to
continue implementing our expansion strategy.
To fund immediate cash requirements, Qorus has executed and delivered to
each of Thurston Interests, L.L.C., Apex Investment Fund III and Apex Strategic
Partners promissory notes in the aggregate amount of $1,500,000. After deducting
fees owed to the Thurston Group in connection with this financing, net funds
available for operations were approximately $1,380,000. The notes bear interest
at 10% and are due on the earlier to occur of (i) September 27, 2000 or (ii) the
date of closing of the next equity or quasi-equity financing of Qorus, or any of
its subsidiaries. Upon the closing of an offering by Qorus of shares of its
preferred stock resulting in cash proceeds of $5,000,000 or more, the notes will
automatically convert into shares of the same series of preferred stock as sold
in such private sale. At June 30, 2000 Qorus had drawn down all of these funds.
Qorus intends to raise additional funds for operations through a private
placement offering of between $10 million and $15 million. Qorus is currently
soliciting potential investors regarding such an offering and expects to
complete the offering by the third or fourth quarter 2000.
Qorus believes, based on current proposed plans and assumptions relating to
its operations, that this private placement, together with anticipated revenues
from operations, will be sufficient to fund Qorus's operations and working
capital requirements over the next 12 months. In the event that Qorus's plans or
assumptions relating to its operations change or prove to be inaccurate, or if
the net proceeds of future private placements together with revenues generated
from operations prove to be insufficient
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(due to, among other things, unanticipated expenses, increased competition,
unfavorable general economic conditions, inability to successfully market Qorus'
messaging services, or other unforeseen circumstances), Qorus could be required
to seek other less desirable alternatives. There can be no assurance that
additional financing from any source will be available to Qorus when needed, on
commercially reasonable terms, or at all. Qorus is dependent upon the Thurston
Group to raise sufficient funds for Qorus to meet its current cash requirements.
Qorus is dependent upon its founding shareholders to provide additional cash at
commercially reasonable terms.
In February 2000, Moore Business Systems began offering Qorus' messaging
services and we began earning revenues from Moore for such services. C2C
Communications began offering Qorus' messaging services in April 2000. We
anticipate that Alpha Telecom will also begin to offer our messaging services by
the third quarter of 2000. We anticipate that CyberGate, will begin offering our
messaging services no later than the third quarter of 2000. To achieve these
commencement dates, Qorus has assigned full-time account managers to each of the
customers to assist them with the successful commercial offering of our
messaging services.
Qorus will continue to focus on signing contracts with new customers such
as Internet Service Providers, competitive local exchange carriers, paging
companies and mobile telephone carriers who will in turn market our messaging
services to their customers. Additionally, Qorus will be undertaking efforts to
market directly to medium and large enterprises in selected industries. To
accomplish this, Qorus will market its service in two ways. First, by
establishing a direct sales force that will call upon, sell and service these
potential telecommunications and internet companies. To date Qorus has employed
four direct salespersons and has over 30 companies in its sales pipeline. The
second way we will reach these potential customers is through co-marketing
programs with hardware and software companies that currently offer complementary
products to the same market. These co-marketing partners will provide sales
leads to the direct sales force. Qorus also intends to pursue international
telecommunications and Internet Service Providers. Qorus has currently employed
one international business development manager for this task.
The third component of our operational plan for the next 12 months
encompasses expanding our services to our target markets. Qorus intends to begin
offering to its customers telephone service capabilities using the Internet.
This will be a key product in addition to our messaging services as it will
generate revenues from new services. As part of this service, Qorus will offer
billing services, settlement services and customer relationship management
services. These are the basic services necessary for an Internet Service
Provider to expand into telephone services using the Internet. Combined with
these basic telephone services, Qorus will offer new enhanced services such as
"find-me-follow-me" service, conference calling, broadcast fax services using
the Internet and advanced document delivery services.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Gross revenues for the three months ended June 30, 2000 was $42,400
compared to $0 for the comparable 1999 period. Qorus began in March, 1999 and
had no sales in the first four months of activity.
Cost of revenues for the three months ended June 30, 2000 was $238,400
compared to $0 for the comparable period in 1999. The cost of staff and
equipment necessary for operating the messaging services exceeded the revenue
because certain minimum costs for both staff and equipment are required to
operate the system and the capacity of both the equipment and the minimal staff
is extremely underutilized. No sales were recorded for the 1999 time period and
thus no cost of goods were recorded.
Gross loss for the three months ended June 30, 2000 was $196,000 compared
to $0 for the comparable period in 1999. The cost of staff and equipment
necessary for operating the messaging services exceeded the revenue because
certain minimum costs for both staff and equipment are required to operate the
system and the capacity of both the equipment and the minimal staff is
extremely underutilized. No sales were recorded for the 1999 time period and
thus no gross profit was recorded.
Selling, General and Administrative expenses for the three months ended
June 30, 2000 was $1,512,000 compared to $1,233,000 for the comparable period
in 1999. The majority of these expenses were employee-related expenses and
professional fees for both 2000 and 1999. Employee related expenses
approximated $688,000 and $113,000, recruiting and new-hire expenses totaled
$104,000 and $90,300 for the three months ended June 30, 2000 and 1999
respectively. Professional fees included legal and accounting services totaled
$308,000 and $421,000 for the three months ended June 30, 2000 and 1999
respectively. Management expects to continue incurring significant professional
fees for additional capital requirements, marketing and legal and accounting
services.
Depreciation and amortization expenses for the three months ended June 30,
2000 and 1999 were $52,300 and $14. The increase in depreciation and
amortization related to the purchase and use of equipment and software once the
company began service to customers.
Interest expense of $47,000 for the three months ended June 30, 2000 and
$17,900 for the comparable period in 1999, was attributable to notes payable to
related parties and interest due on past-due payables to vendors. In the three
month period ended June 30, 2000 there was a beneficial interest expense of
$2,985,000 for the difference between the purchase price of 1,500,000 shares of
stock sold to three related parties and the market price of the stock on day of
sale.
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As a result of the foregoing, net losses for the three months ended June
30, 2000 and 1999 were $4,740,600 and 1,229,700 respectively
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE PERIOD MARCH 10, 1999 to JUNE 30,
1999
Gross revenues for the six months ended June 30, 2000 was $72,000 compared
to $0 for the comparable 1999 period. Qorus began in March, 1999 and thus had no
sales in the first four months of activity.
Cost of revenues for the six months ended June 30, 2000 was $457,200
compared to $0 for the comparable period in 1999. The cost of staff and
equipment necessary for operating the messaging services exceeded the revenue
because certain minimum costs for both staff and equipment are required to
operate the system and the capacity of both the equipment and the minimal staff
is extremely underutilized. No sales were recorded for the 1999 time period and
thus no cost of goods were recorded.
Gross loss for the six months ended June 30, 2000 was $385,300 compared to
$0 for the comparable period in 1999. The cost of staff and equipment necessary
for operating the messaging services exceeded the revenue because certain
minimum costs for both staff and equipment are required to operate the system
and the capacity of both the equipment and the minimal staff is extremely
underutilized. No sales were recorded for the 1999 time period and thus no
gross profit was recorded.
Selling, General and Administrative expenses for the six months ended June
30, 2000 was $2,658,000 compared to $1,282,000 for the comparable period in
1999. The majority of these expenses were employee-related expenses and
professional fees for both 2000 and 1999. Employee related expenses
approximated $1,266,400 and $119,600, recruiting and new-hire expenses totaled
$192,000 and $90,300 for the six months ended June 30, 2000 and 1999
respectively. Professional fees included legal and accounting services totaled
$517,300 and $462,800 for the six months ended June 30, 2000 and 1999
respectively. Management expects to continue incurring significant professional
fees for additional capital requirements, marketing and legal and accounting
services.
Depreciation and amortization expenses for the six months ended June 30,
2000 and 1999 were $101,000 and $14. The increase in depreciation and
amortization related to the purchase and use of equipment and software once the
company began service to customers.
Interest expense of $59,800 for the six months ended June 30, 2000 and
$17,900 for the comparable period in 1999, was attributable to notes payable to
related parties and interest due on past-due payables to vendors. In the six
month period ended June 30, 2000 there was a beneficial interest expense of
$2,985,000 for the difference between the purchase price of 1,500,000 shares of
stock sold to three related parties and the market price of the stock on day of
sale.
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As a result of the foregoing, net losses for the six months ended June 30,
2000 and 1999 were $6,088,700 and 1,278,800 respectively
LIQUIDITY AND CAPITAL RESOURCES
Qorus' capital requirements have been and will continue to be significant
and its cash requirements have been exceeding its cash flow from operations. At
June 30, 2000, Qorus had negative working capital of approximately $3,008,000
and unrestricted cash and cash equivalents of $261,500. At June 30, 2000 Qorus
had no established available credit line. Qorus continues to satisfy its working
capital requirements through limited cash flow generated from operations, the
issuance of equity and debt securities, and loans from stockholders and related
parties.
Net cash used in operating activities for the six months ended June 30,
2000 was $2,951,000, and $487,000 for the comparable period in 1999, primarily
as a result of significant operating losses in 2000 and start-up expense in
1999.
Net cash used by investing activities was $213,000 for the six months ended
June 30, 2000 and $245,000 for the comparable period in 1999. In both periods
some cash was used for the purchase of furniture and equipment and for deposits
for building and equipment leases. The cash used decreased by $32,000 in 2000
due to more equipment being purchased in the 1999 period.
Financing activities provided $2,541,000 in cash for the six months ended
June 30, 2000 and $1,019,000 for the comparable period in 1999. All borrowings
were from Thurston Interests, L.L.C., Apex Investment Fund III and Apex
Strategic Partners, all of which are related parties.
Qorus has operating leases payable to a third-party leasing company. One
such lease is for the telephone-related equipment necessary to operate the
messaging services. This 36-month operating lease began in July 1999, ends in
June 2002 and requires a monthly payment of $6,842 plus appropriate taxes. The
other two operating leases are for computer equipment necessary to operate
the messaging systems. These two simultaneous 18-month operating leases began
September 1999 and end February 2001 and require a total monthly payment of
$21,806 plus appropriate taxes.
Qorus also has two concurrent property leases for its operations offices in
Los Angeles, California. These leases expire June 15, 2002. Monthly rentals are
$3,826 and $1,924. In addition, Qorus entered into a five-year lease for
headquarters office space in Fairfax, Virginia. This lease expires May 31, 2005.
Monthly rental is approximately $10,500. Future minimum payments under the
leases are as follows:
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CALENDAR YEAR ENDED
2000....................................... 269,000
2001....................................... 324,000
2002....................................... 208,000
2003....................................... 135,000
2004....................................... 139,000
2005....................................... 59,000
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Total................................. $1,134,000
Qorus had approximately $261,000 in cash and cash equivalents as of June
30, 2000. In March 2000, Qorus entered into an agreement with Thurston
Interests, L.L.C., Apex Strategic Partners and Apex Investment Fund to provide
Qorus with $1,500,000. The convertible notes bear interest at 10% per annum and
are due and payable in September 2000 or the date of closing of the next equity
or quasi-equity financing. Qorus has used all cash provided by this loan and has
continued to secure loans from some of these related parties for working capital
on an as required basis.
GOING CONCERN
Qorus has had minimal revenues and incurred losses from operations since
inception. Qorus' independent auditors included an explanatory paragraph in
their report for the period ended December 31, 1999, which indicated a
substantial doubt as to the ability of Qorus to continue as a going concern.
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PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
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EXHIBIT DESCRIPTION
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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.)
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10.3 Employment Agreement dated May 24, 1999, between
Qorus.com, Inc., a Delaware corporation and Michael Sohn
(incorporated by reference to Exhibit No. 6.3 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.4 Amendment No.1 to Acquisition Agreement between Golf Ball
World, Inc., a Florida corporation, and the stockholders
of Qorus.com, Inc., a Delaware corporation (incorporated
by reference to Exhibit No. 6.4 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.5 Software License Agreement between Tornado Development,
Inc., a California corporation, and Qorus.com, Inc., a
Delaware corporation (incorporated by reference to
Exhibit No. 6.5 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
10.6 Tornado Development, Inc. Class A Common Stock Purchase
Warrant (incorporated by reference to Exhibit No. 6.6 of
the Registration Statement on Form 10-SB, as amended,
filed by Qorus.com, Inc.)
10.7 Registration Rights Agreement by and between Qorus.com,
Inc., a Delaware corporation, and Tornado Development,
Inc., a Delaware corporation, dated April 15, 1999
(incorporated by reference to Exhibit No. 6.7 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.8 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and Alpha Telecom (UK)
Ltd., a Limited Company, dated June 10, 1999
(incorporated by reference to Exhibit No. 6.8 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.9 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and C2C Telecom, Inc., a
Delaware corporation, dated September 21, 1999
(incorporated by reference to Exhibit No. 6.9 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.10 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and CyberGate, Inc. Dated
August 31, 1999 (incorporated by reference to Exhibit No.
6.10 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
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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, 1999 (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, 1999 (incorporated by
reference to Exhibit No. 6.15 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.16 Consulting Agreement by and between Qorus.com, Inc., a
Delaware corporation, and Thurston Group, Inc., a
Delaware corporation, dated March 1, 1999 (incorporated
by reference to Exhibit No. 6.16 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.17 Lease and Service Agreement by and between Southern
European Communications Corp., a Delaware corporation,
and VANTAS/Fair Oaks dated December 23, 1999
(incorporated by reference to Exhibit No. 6.17 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.18 Internet Data Center Services Agreement by and between
Qorus.com, Inc., a Delaware corporation, and Exodus
Communications, Inc. (incorporated by reference to
Exhibit No. 6.18 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
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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
__________________, 2000, by and between Qorus.com, Inc.,
a Florida corporation, and Leighton W. Smith
(incorporated by reference to Exhibit No. 6.25 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.26 Amendment to Agreement for Professional Services, dated
as of ________________, 2000, by and between Qorus.com,
Inc., a Florida corporation, and Leighton W. Smith
(incorporated by reference to Exhibit No. 6.26 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
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10.27 Agreement for Professional Services, dated as of March 2,
2000, by and between Qorus.com, Inc., a Florida
corporation, and Michael J. Labedz (incorporated by
reference to Exhibit No. 6.27 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.28 Agreement for Professional Services, dated as of March 2,
2000, by and between Qorus.com, Inc., a Florida
corporation, and Willard C. McNitt, Jr. (incorporated by
reference to Exhibit No. 6.28 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.29 Form of Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit No. 6.29 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.30 Warrant, dated March 27, 2000, issued to First Portland
Corporation (incorporated by reference to Exhibit No.
6.30 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.31 Promissory Note, dated as of March 27, 2000, payable to
Thurston Interests, L.L.C. in the original principal
amount of $750,000 (incorporated by reference to Exhibit
No. 6.31 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.32 Promissory Note, dated as of March 27, 2000, payable to
Apex Investment Fund III in the original principal amount
of $703,425 (incorporated by reference to Exhibit No.
6.32 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.33 Promissory Note, dated as of March 27, 2000, payable to
Apex Strategic Investors in the original principal amount
of $46,575 (incorporated by reference to Exhibit No. 6.33
of the Registration Statement on Form 10-SB, as amended,
filed by Qorus.com, Inc.)
27* Financial Data Schedule
---------
*Filed herewith.
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report is filed.
II - 5
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
QORUS.COM, INC.
Date: August 14, 2000 By: /s/ James W. Blaisdell
----------------------
James W. Blaisdell
Executive Chairman and Chief Executive Officer
Date: August 14, 2000 By: /s/ John Talkington
----------------------
John Talkington
Chief Financial Officer
S - 1
<PAGE> 16
QORUS.COM, INC.
BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 261,530
Accounts receivable 59,571
Prepaid expenses and other current assets 128,752
-----------
Total current assets 449,853
-----------
PROPERTY AND EQUIPMENT:
Furniture and fixtures 26,391
Office equipment 67,456
Production equipment 110,932
Leasehold improvements 46,490
-----------
Total property and equipment 251,269
Less accumulated depreciation (35,443)
-----------
Property and equipment, net 215,826
-----------
INVESTMENT 518,752
-----------
OTHER ASSETS:
Software licenses:
Related party, net of accumulated
amortization of $197,000 39,400
Other, net of accumulated
amortization of $42,640 36,080
Other assets 145,938
-----------
Total other assets 221,418
-----------
TOTAL ASSETS $ 1,405,849
===========
</TABLE>
(Continued)
F - 1
<PAGE> 17
QORUS.COM, INC.
BALANCE SHEET - CONTINUED
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C>
Accrued expenses and other current liabilities $ 831,652
Notes payable to related party 2,625,999
-----------
Total current liabilities 3,457,651
-----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01; 5,000,000 shares
authorized and no shares issued
Common stock, par value $.001; 50,000,000 shares
authorized and 12,854,407 shares issued and
outstanding 12,854
Additional paid-in capital 7,166,551
Accumulated deficit (9,231,207)
-----------
Total stockholders' equity (2,051,802)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,405,849
===========
</TABLE>
See accompanying notes to financial statements.
F - 2
<PAGE> 18
QORUS.COM, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUES $ 42,423 $ 0
COST OF REVENUES 238,389 0
----------- -----------
GROSS LOSS (195,966) 0
----------- -----------
OPERATING EXPENSES:
Selling and marketing 246,795 93,482
General and administrative 1,265,175 1,139,816
----------- -----------
Total operating expenses 1,511,970 1,233,298
----------- -----------
LOSS FROM OPERATIONS (1,707,936) (1,233,298)
----------- -----------
OTHER INCOME (EXPENSE):
Interest income 241 21,502
Interest expense (47,163) (17,894)
Beneficial interest expense (2,985,000)
Gain on sale of assets 31 0
----------- -----------
Other expense, net (3,031,891) 3,608
----------- -----------
Loss before income taxes (4,739,827) (1,229,690)
Income taxes 800 0
----------- -----------
NET LOSS $(4,740,627) $(1,229,690)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (.40) $ (.16)
=========== ===========
Weighted average shares of
common stock outstanding 11,854,407 7,625,315
</TABLE>
See accompanying notes to financial statements.
F - 3
<PAGE> 19
QORUS.COM, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD
SIX MONTHS MARCH 10, 1999
ENDED JUNE 30 TO JUNE 30, 2000
2000 1999
------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
REVENUES $ 71,964 $ 0
COST OF REVENUES 457,219 0
------------ ------------
GROSS LOSS (385,255) 0
------------ ------------
OPERATING EXPENSES:
Selling and marketing 387,314 93,757
General and administrative 2,270,744 1,188,633
------------ ------------
Total operating expenses 2,658,058 1,282,390
------------ ------------
LOSS FROM OPERATIONS (3,043,313) (1,282,390)
------------ ------------
OTHER INCOME (EXPENSE):
Interest income 897 21,502
Interest expense (59,767) (17,894)
Beneficial interest expense (2,985,000)
Gain on sale of assets (712) 0
------------ ------------
Other expense, net (3,004,582) 3,608
------------ ------------
Loss before income taxes (6,087,895) (1,278,782)
Income taxes 800 0
------------ ------------
NET LOSS $ (6,088,695) $ (1,278,782)
============ ============
BASIC AND DILUTED LOSS PER SHARE $ (.52) $ (.19)
============ ============
Weighted average shares of
common stock outstanding 11,604,407 6,734,293
</TABLE>
See accompanying notes to financial statements.
F - 4
<PAGE> 20
QORUS.COM, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
SIX MONTHS MARCH 10, 1999
ENDED JUNE 30 TO JUNE 30, 2000
2000 1999
------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(6,088,695) $(1,278,782)
Adjustments to reconcile net loss to net
Used by operating activities:
Depreciation 22,119 14
Amortization 78,780
Loss on sale of property 712
Beneficial interest feature 2,985,000
Changes in operating assets & liabilities:
Accounts receivable 21,204
Prepaid expenses and other assets 16,488 (10,072)
Accrued expenses 13,710 802,294
----------- -----------
Net cash used by operating activities (2,950,682 (486,546)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (144,726) (223,146)
Sales of property 5,102
Deposits (73,666) (21,416)
----------- -----------
Net cash used by investing activities (213,290) (244,562)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable borrowings 2,525,999 511,644
Related party note receivable issued (3,388,831)
Retained earnings from merger 5/19/99 (208,620)
Proceeds from issuance of common stock, net 15,000 4,104,854
----------- -----------
Net cash provided by financing activities 2,540,999 1,019,047
----------- -----------
NET INCR/DECREASE IN CASH AND EQUIVALENTS (622,973) 287,939
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 884,503 0
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 261,530 $ 287,939
=========== ===========
</TABLE>
See accompanying notes to financial statements.
F - 5
<PAGE> 21
QORUS.COM, INC.
STATEMENT OF CASH FLOWS - CONTINUED
FOR THE SIX MONTHS
ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 21
Income taxes $ 800
</TABLE>
See accompanying notes to financial statements.
F - 6
<PAGE> 22
QORUS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in
accordance with the requirements for Form 10-QSB and Article 10 of the
Regulation S-X and Regulation S-B. Accordingly, they do not include all
the disclosures normally required by generally accepted accounting
principles. Reference should be made to the Qorus.com, Inc. (the
"Company") Form 10-SB and Form 10-KSB for the year ended December 31,
1999, for additional disclosures including a summary of the Company's
accounting policies, which have not significantly changed.
The information furnished reflects all adjustments (all of which were
normal recurring nature) which, in the opinion of management, are
necessary to fairly present the financial position, results of
operations, and cash flows on a consistent basis. Operating results for
the six months ended June 30, 2000, are not necessarily indicative of
the results that may be expected for the year ended December 31, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
LICENSES - The Company has an agreement with a related party (Tornado
Development, Inc.) which licenses certain technology. The term of the
license is for three years (expiring May 2002). The agreement provides
for a prepaid license fee totalling $150,000 for the minimum number of
subscribers to the Company's product in the first year. Additional fees
are due for subscribers over the minimum number in the first year.
License fees for the remaining term are based on a sliding scale for
the number of subscribers. The agreement also provides for a royalty
fee on certain components utilized by the Company to service the
subscribers. The minimum royalty for the first year is $86,400 with
additional royalties due based on a sliding scale over the term of the
agreement. The License and Royalty expenses totaled $29,550 and $0 for
the three months ended June 30, 2000 and 1999 respectively; and $59,100
and $0 for the six months ended June 30, 2000 and 1999 respectively.
F - 7
<PAGE> 23
The Company also has license agreements with third parties for the
software programming and internet support. The aggregate license fee
for these agreements totaled $78,720. The agreements provide for
varying terms from 2 years to perpetual. License expense to third
parties for the three months ended June 30, 2000 and 1999 totaled
$9,840 and $0 respectively. For the six months ended June 30, 2000 and
1999 license expense to third parties totaled $19,680 and $0
respectively.
SIGNIFICANT CUSTOMER - One customer accounted for all revenues during
the period and total accounts receivable at June 30, 2000.
PERVASIVENESS OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
GOING CONCERN - The Company has not received significant revenues and
has incurred significant expenses in developing its product and
strategic relationships. The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of
liabilities in the normal course of business. No adjustment has been
made to the recorded amount of assets or the recorded amount or
classification of liabilities which would be required if the Company
were unable to continue its operations. As discussed in Note 8,
management has developed an operating plan which they believe will
generate sufficient cash to meet its obligations in the normal course
of business.
F - 8
<PAGE> 24
STOCKHOLDERS' EQUITY
NON-QUALIFIED STOCK OPTIONS
<TABLE>
<CAPTION>
Option Price
Shares per Share
--------- -------------
<S> <C> <C> <C>
Outstanding at
January 1, 2000 1,505,000 $1.00 - $5.25
----- -----
Cancelled (516,669) $1.00 - $5.25
----- -----
Granted during the period 1,685,500 $1.00 - $1.25
--------- ----- -----
Outstanding at
June 30, 2000 2,673,831 $1.00 - $5.25
========= ===== =====
</TABLE>
4. NOTES PAYABLE TO RELATED PARTY
The Company has a note payable of $100,000 at June 30, 2000 due to a
related party, which accrues interest at 10% per annum and is due on
demand. In addition, the Company has committed to sell to the holder of
the note, 20,000 shares of common stock at par value.
The Company has notes payable of $2,525,999 at June 30, 2000 as a
result a financing agreement with Thurston Interests LLC and Apex
(Strategic Partners and Investment Fund III). The convertible notes
bear interest at 10% and are due and payable on September 2000 or the
date of closing of the next equity or quasi-equity financing by the
Company. The notes also shall automatically convert into Preferred
Stock if the Company executes a sale of Preferred Stock of at least
$5,000,000. In connection with the financing, the Board of Directors
has authorized the issuance of 1,500,000 shares of its common stock for
$.01 per share as additional consideration for the loan. The Company
recorded a charge of $2,985,000 as beneficial interest expense. (see
Note 5)
5. BENEFICIAL INTEREST EXPENSE
On May 31, 2000 the Board of Directors authorized the issuance of
1,500,000 shares of its common stock for $.01 per share as additional
consideration for the financing provided by two related parties. The
Company recorded beneficial interest expense of $2,985,000 for the
issuance of the common stock. The amount was calculated based on the
difference between the closing market price and the sale price of the
common stock.
F - 9
<PAGE> 25
6. INCOME TAXES
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 2000 are
substantially composed of the Company's net operating loss
carryforwards, for which the Company has made a full valuation
allowance. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment.
At June 30, 2000, the Company had net operating loss carryforwards for
Federal tax purposes of approximately $5.5 million, which is available
to offset future taxable income, if any, through 2019.
7. RELATED PARTY TRANSACTIONS
The Company has an agreement with NetDox (a company with common
ownership) to provide a commission of 20% of all gross revenues
(excluding development fees or other non-recurring revenues) received
under the Company's contract with Moore Business Communications
Services. As of June 30, 2000, no commissions were due to NetDox.
8. MANAGEMENT PLANS
During the period ended June 30, 2000, the Company received loans from
three related parties in advance of an agreed upon bridge credit line
of $1,500,000. At June 30, 2000 the Company has used all of the line
and an additional $1,025,999 for a total outstanding balance of
$2,525,999. Management believes that available cash resources and
increased sales will be insufficient to meet its cash flow requirements
through December 2000. Management has developed alternate plans which
include, but are not limited to, raising additional debt and equity
financing and identifying companies with additional complimentary
services for merger or acquisition with the Company.
F - 10
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Acquisition Agreement between Golf Ball World, Inc., a
Florida corporation, and the stockholders of Qorus.com.
Inc., a Delaware corporation (incorporated by reference
to Exhibit 6.2 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
2.2 Amendment No. 1 to Acquisition Agreement between Golf
Ball World, Inc., a Florida corporation, and the
stockholders of Qorus.com, Inc., a Delaware corporation
(incorporated by reference to Exhibit 6.4 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
2.3 Amendment No. 2 to Acquisition Agreement between Golf
Ball World, Inc., a Florida corporation, and the
stockholders of Qorus.com, Inc., a Delaware corporation
(incorporated by reference to Exhibit 6.9 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
3.1 Articles of Incorporation (incorporated by reference to
Exhibit No. 2.1 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
3.2 Bylaws (incorporated by reference to Exhibit No. 2.2 of
the Registration Statement on Form 10-SB, as amended,
filed by Qorus.com, Inc.)
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.)
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
10.3 Employment Agreement dated May 24, 1999, between
Qorus.com, Inc., a Delaware corporation and Michael Sohn
(incorporated by reference to Exhibit No. 6.3 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.4 Amendment No.1 to Acquisition Agreement between Golf Ball
World, Inc., a Florida corporation, and the stockholders
of Qorus.com, Inc., a Delaware corporation (incorporated
by reference to Exhibit No. 6.4 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.5 Software License Agreement between Tornado Development,
Inc., a California corporation, and Qorus.com, Inc., a
Delaware corporation (incorporated by reference to
Exhibit No. 6.5 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
10.6 Tornado Development, Inc. Class A Common Stock Purchase
Warrant (incorporated by reference to Exhibit No. 6.6 of
the Registration Statement on Form 10-SB, as amended,
filed by Qorus.com, Inc.)
10.7 Registration Rights Agreement by and between Qorus.com,
Inc., a Delaware corporation, and Tornado Development,
Inc., a Delaware corporation, dated April 15, 1999
(incorporated by reference to Exhibit No. 6.7 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.8 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and Alpha Telecom (UK)
Ltd., a Limited Company, dated June 10, 1999
(incorporated by reference to Exhibit No. 6.8 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.9 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and C2C Telecom, Inc., a
Delaware corporation, dated September 21, 1999
(incorporated by reference to Exhibit No. 6.9 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.10 Authorized Reseller Agreement by and between Qorus.com,
Inc., a Delaware corporation, and CyberGate, Inc. Dated
August 31, 1999 (incorporated by reference to Exhibit No.
6.10 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
</TABLE>
<PAGE> 28
<TABLE>
<S> <C>
10.11 Master Agreement by and between Qorus.com, Inc., a
Delaware corporation, and Moore Business Communication
Services, a division of Moore North America, Inc., dated
September 10, 1999 (incorporated by reference to Exhibit
No. 6.11 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.12 Statement of Work #NWA-1 issued under Master Agreement by
and between Qorus.com, Inc., a Delaware corporation, and
Moore Business Communications Services, a division of
Moore North America, Inc. (incorporated by reference to
Exhibit No. 6.12 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
10.13 Bill of Sale, Assignment and Assumption Agreement by and
between Qorus.com, Inc., a Delaware corporation, and
NetDox, Inc., a Delaware corporation, dated July 15, 1999
(incorporated by reference to Exhibit No. 6.13 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.14 Rescission Agreement by and between Qorus.com, Inc., a
Delaware corporation, and NetDox, Inc., a Delaware
corporation, dated December 31, 1999 (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, 1999 (incorporated by
reference to Exhibit No. 6.15 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.16 Consulting Agreement by and between Qorus.com, Inc., a
Delaware corporation, and Thurston Group, Inc., a
Delaware corporation, dated March 1, 1999 (incorporated
by reference to Exhibit No. 6.16 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.17 Lease and Service Agreement by and between Southern
European Communications Corp., a Delaware corporation,
and VANTAS/Fair Oaks dated December 23, 1999
(incorporated by reference to Exhibit No. 6.17 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.18 Internet Data Center Services Agreement by and between
Qorus.com, Inc., a Delaware corporation, and Exodus
Communications, Inc. (incorporated by reference to
Exhibit No. 6.18 of the Registration Statement on Form
10-SB, as amended, filed by Qorus.com, Inc.)
</TABLE>
<PAGE> 29
<TABLE>
<S> <C>
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
__________________, 2000, by and between Qorus.com, Inc.,
a Florida corporation, and Leighton W. Smith
(incorporated by reference to Exhibit No. 6.25 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
10.26 Amendment to Agreement for Professional Services, dated
as of ________________, 2000, by and between Qorus.com,
Inc., a Florida corporation, and Leighton W. Smith
(incorporated by reference to Exhibit No. 6.26 of the
Registration Statement on Form 10-SB, as amended, filed
by Qorus.com, Inc.)
</TABLE>
<PAGE> 30
<TABLE>
<S> <C>
10.27 Agreement for Professional Services, dated as of March 2,
2000, by and between Qorus.com, Inc., a Florida
corporation, and Michael J. Labedz (incorporated by
reference to Exhibit No. 6.27 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.28 Agreement for Professional Services, dated as of March 2,
2000, by and between Qorus.com, Inc., a Florida
corporation, and Willard C. McNitt, Jr. (incorporated by
reference to Exhibit No. 6.28 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.29 Form of Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit No. 6.29 of the Registration
Statement on Form 10-SB, as amended, filed by Qorus.com,
Inc.)
10.30 Warrant, dated March 27, 2000, issued to First Portland
Corporation (incorporated by reference to Exhibit No.
6.30 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.31 Promissory Note, dated as of March 27, 2000, payable to
Thurston Interests, L.L.C. in the original principal
amount of $750,000 (incorporated by reference to Exhibit
No. 6.31 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.32 Promissory Note, dated as of March 27, 2000, payable to
Apex Investment Fund III in the original principal amount
of $703,425 (incorporated by reference to Exhibit No.
6.32 of the Registration Statement on Form 10-SB, as
amended, filed by Qorus.com, Inc.)
10.33 Promissory Note, dated as of March 27, 2000, payable to
Apex Strategic Investors in the original principal amount
of $46,575 (incorporated by reference to Exhibit No. 6.33
of the Registration Statement on Form 10-SB, as amended,
filed by Qorus.com, Inc.)
27* Financial Data Schedule
---------
*Filed herewith.
</TABLE>
