QRUS - back on stage ...
8-K on 22.09.2005 - pending RM cancelled
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
September 21, 2005
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QORUS.COM, INC.
(Exact name of registrant as specified in charter)
Florida
(State or other Jurisdiction of Incorporation or Organization)
0-27551 65-0358792
(Commission File Number) (IRS Employer Identification No.)
936A Beachland Boulevard,
Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Item 1.02 Termination of a Material Definitive Agreement
Effective September 21, 2005, Qorus.com, Inc., a Florida corporation
("Qorus") terminated the Exchange Agreement (the "Agreement") dated as of August
11, 2005, by and among Qorus, Keating Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), Elwin Group Limited, an International
Business Company incorporated in the British Virgin Islands ("Elwin"), and each
of the Members of Elwin. Qorus terminated the Agreement due to the failure of
the transactions contemplated thereunder to have been consummated by September
15, 2005.
Under the terms of the Agreement, at the closing, Qorus was to have
acquired all of the outstanding capital stock and ownership interests of Elwin
from the Elwin Members and, in exchange, Qorus was to have issued to the Elwin
Members shares of Series A Convertible Preferred Stock, which would have
represented 91% of the outstanding shares of Qorus' common stock immediately
following the exchange transaction, on a fully diluted and as-converted basis.
The Agreement does not provide for the payment of any termination
penalties or fees as a result of the termination.
Reference is hereby made to the Current Report on Form 8-K dated August
11, 2005 filed by Qorus on August 18, 2005 announcing the execution of the
Agreement, which is hereby incorporated by reference. On August 24, 2005, Qorus
also filed with the SEC and mailed to its stockholders an Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
promulgated thereunder ("Information Statement") informing them of the proposed
change of control of Qorus which would result upon the closing of the
transactions under the Agreement. Due to the termination of the Agreement, the
Information Statement is hereby superceded by this Current Report on Form 8-K.
Qorus is a "shell company" with nominal assets, whose sole business will
be to identify, evaluate and investigate various companies with the intent that,
if such investigation warrants, a reverse merger transaction be negotiated and
completed pursuant to which Qorus would acquire a target company with an
operating business, with the intent of continuing the acquired company's
business as a publicly held entity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Qorus.com, Inc.
(Registrant)
Date: September 22, 2005 By: /s/ Kevin R. Keating
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Kevin R. Keating, President and Secretary
