DigitalFX International Inc – ‘10KSB40/A’ for 12/31/99

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Amendment to Annual Report — Small Business — [x] Reg. S-B Item 405   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB40/A   Amendment No. 1 to Form 10-K - Fiscal End 12/31/99     9     44K 

Document Table of Contents

10KSB40/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A 
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
ACT OF 1934                                                             

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 

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.)

11350 RANDOM HILLS ROAD                                           
SUITE 650                                             
  FAIRFAX, VIRGINIA                                        22030
(Address of principal executive offices)                        (Zip Code)      

(703) 279-6430
(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:  $105,775.           

    The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $ 8,796,000.                                        

As of March 27, 2000, 12,874,407 shares of the registrant's Common Stock
were outstanding.                                                               

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

 DOCUMENTS INCORPORATED BY REFERENCE: None

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EXPLANATORY NOTE

    This Form 10-KSB/A is being filed in order to amend and restate in
their entirety Items 9, 10, 11 and 12 of the Registrant's Form 10-KSB for the   
fiscal year ended December 31, 1999.                                            

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PART III

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

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

                                                                [Download Table]


         NAME            Age             Position                  Held Since
         ----            ---             --------                  ----------
                                                                             
Patrick J. Haynes, III   50   Senior Chairman and Chairman of        1999    
                              the Executive Committee                        

James W. Blaisdell       44   Executive Chairman and Chief            2000   
                              Executive Officer                              

George M. Middlemas      53   Director                               1999    

William Salatich         77   Director                               1999    

Robert T. Isham, Jr.     47   Director                               1999    

Jack N. Woodruff         42   Chief Financial Officer                1999    

Patrick J. Haynes, III, Senior Chairman and Chairman of the Executive 
Committee, is the co-founder and Senior Managing Director of Thurston Group,    
Inc., a private merchant bank in Chicago. Mr. Haynes has held his position with 
Thurston Group, Inc. since 1988. In 1992, Mr. Haynes founded e.spire            
Communications (formerly American Communications) and held the position of      
President until 1993. Mr. Haynes currently serves as Chairman of Avery          
Communications, Inc., a position he has held since 1995. Prior to 1988, Mr.     
Haynes was associated with Merrill Lynch & Company, Oppenheimer & Company and   
Lehman Brothers, Inc. as an investment banker.                                  

    James W. Blaisdell, Executive Chairman and Chief Executive Officer, joined
Qorus in March 2000. Prior to joining Qorus, Mr. Blaisdell was President and    
Chief Executive Officer of PSINet Canada. From 1997 to 1999, Mr. Blaisdell      
served as Vice President of Global Marketing for Iridium LLC, based in          
Washington, D.C. Mr. Blaisdell was Executive Director for USWEST International  
from 1992 to 1997, responsible for implementing joint ventures throughout       
Europe. Prior to 1992, Mr. Blaisdell served USWEST in various senior level      
operation and marketing capacities.                                             

 George M. Middlemas, Director, is a general partner of APEX Management,
L.P., which is the General Partner of the venture capital funds Apex Investment 
Fund II, L.P. and Apex Investment Fund Limited Partnership. Mr. Middlemas has   
held this position since January 1992. From March 1991 to December 1991, Mr.    
Middlemas acted as an independent consultant providing fund raising and other   
advisory services. From 1985 until March 1991, Mr. Middlemas was a senior Vice  
President and Principal of Inco Venture Capital Management, a venture capital   
firm. He also serves on the Board of Directors of PureCycle Corporation,        
Security Dynamics Technologies, Inc., Tut Systems, Online Resources &           
Communications and several privately held companies.                            

 William Salatich, Director, was President of Gillette North America and
Vice Chairman of the Gillette Company from 1970 to 1979, and was associated with
Gillette for 33 years. Mr. Salatich is currently retired. He has served on the  
Board of Directors of the Gillette Co., Motorola, Eastern Enterprises, New      
England Merchants Bank of Boston, Digivision Corporation, Forsythe-McArthur and 
e.spire Communications. Mr. Salatich is a member of the America Society of      
Corporate Executives. Mr. Salatich was the recipient of the Citation of Merit   
from the National Conference of Christians and Jews and is a Horatio Alger      
awardee.                                                                        

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.                  

Jack N. Woodruff, Chief Financial Officer, joined Qorus in March 1999.
Prior to joining Qorus, Mr. Woodruff was a founder and Chief Financial Officer  
of National Data Cabling, Inc., a national provider of data cabling services for
high-speed network infrastructures, from January 1998 to March 1999. From March 
1992 to December 1997, Mr. Woodruff served as Corporate Controller and then     
Treasurer for Kinko's, Inc., an international chain of 1000 copy stores. Prior  
to Kinko's, Mr. Woodruff served four years at Print                             

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Technology, from 1988 to 1992, first as Director of Strategic Planning, then as 
Director of Finance and Director of Field Operations. From 1985 to 1988, Mr.    
Woodruff served as Vice President Finance at Motivational Media, a production   
company specializing in media events for education and business. Mr. Woodruff   
began his career at UCLA Center for the Health Sciences from 1980 to 1985 as    
Senior Administrative Analyst and then as Assistant Director.                   

Qorus is controlled by Thurston Group, its affiliates and Patrick J.  
Haynes, the founders of Qorus Delaware. Thurston Group, Inc. is a privately     
owned merchant banking firm located in Chicago, Illinois. Thurston Group,       
directly and indirectly through its various affiliates and investment limited   
partnerships, beneficially owns approximately 25% of our common stock.          

     Thurston Group is controlled by Patrick J. Haynes, III, our Senior Chairman
and the Chairman of the Executive Committee of our board, and Russell T. Stern, 
Jr., who does not participate in our management. Mr. Haynes actively            
participates in our management. Our board has granted Mr. Haynes broad authority
to manage our day-to-day affairs. Mr. Haynes, however, does not have an         
employment contract with us and does not receive any cash compensation for      
providing his services to us.                                                   

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, 1999 all officers, directors, and   
10% stockholders complied with all applicable Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION.                                                

  Qorus has terminated the employment of Messrs. Sohn and Burton. Mr. Sohn
will continue to be paid his base salary through May 2000 in accordance with his
employment agreement.                                                           

SUMMARY COMPENSATION TABLE

                                                                [Download Table]


                                 ANNUAL      LONG TERM COMPENSATION
         NAME AND              COMPENSATION  SECURITIES UNDERLYING 
    PRINCIPAL POSITION   YEAR      SALARY         OPTIONS          
-----------------------  ----  ------------  --------------------  

                                                                   
Michael D. Sohn (1)                                                
Chief Executive Officer  1999   $164,167            500,000        

Richard E. Burton (2)                                              
President                1999   $123,125            300,000        

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

(1)  Mr. Sohn's employment with Qorus will terminate on May 31, 2000, after     
  which time Mr. Sohn will forfeit his rights with respect to the unvested
66,668 shares under these options.                                    

(2)  Mr. Burton's employment with Qorus was terminated effective as of March 1, 
 2000, at which time Mr. Burton forfeited his rights with respect to the
unvested 250,000 shares under these options.                          

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 OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]


                          NUMBER OF                                                   
                         SECURITIES      PERCENT OF TOTAL                             
                         UNDERLYING       OPTIONS GRANTED     EXERCISE                
                        OPTIONS/SARS       TO EMPLOYEES         PRICE     EXPIRATION  
       NAME                GRANTED        IN FISCAL YEAR      ($/SHARE)      DATE     
-----------           ---------------  --------------------  -----------  ----------  

                                                                                      
Michael D. Sohn (1)    500,000              33.22%              $1.00     May 23, 2004

Richard E. Burton (2)  300,000              19.93%              $1.00     May 23, 2004

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

(1)  Mr. Sohn's employment with Qorus will terminate on May 31, 2000, after     
  which time Mr. Sohn will forfeit his rights with respect to the unvested
66,668 shares under these options.                                    

(2)  Mr. Burton's employment with Qorus was terminated effective as of March 1, 
 2000, at which time Mr. Burton forfeited his rights with respect to the
unvested 250,000 shares under these options.                          

Executive Employment Agreements                                                 

     Effective as of March 1, 2000, Mr. Sohn resigned all positions he held with
Qorus. We have, however, agreed to honor his employment agreement through May   
31, 2000, which is the end of its original term. Following is a description of  
the employment agreement with Mr. Sohn. The term expires on May 31, 2000. The   
agreement provides for a salary of $25,000 per month plus 400,000 options       
immediately exercisable at $1.00 per share. In addition, Mr. Sohn was granted an
additional 100,000 options exercisable at $1.00 per share, which vest in equal  
installments over a three-year period. As a result of Mr. Sohn's resignation, he
forfeited the rights to acquire 66,668 shares under this option. The agreement  
may be terminated by Qorus for good cause. Good cause means:                    

o    death or disability of Mr. Sohn (unless Mr. Sohn remains able to 
perform his essential job duties, with or without reasonable
accommodations)                                             

    o    the commission by Mr. Sohn of any unlawful act in connection with his
employment                                                  

     o    the commission by Mr. Sohn of a felony or other act of moral turpitude
     during his employment (regardless of whether it is related to the
performance of his job duties)                              

o    the voluntary abandonment by Mr. Sohn of his position            

  o    the willful refusal by Mr. Sohn to perform his job responsibilities

If the agreement is terminated by Qorus during the one-year term for  
reasons other than good cause, Mr. Sohn is entitled to continue to receive his  
base salary on regular payroll dates for the remainder of the term as if he     
continued to be employed under the terms of the agreement. The agreement        
automatically terminates at the end of the one-year term. Mr. Sohn may resign   
voluntarily at any time but he must give at least ninety (90) days advance      
notice of his resignation.                                                      

 For one year following the termination of Mr. Sohn's employment, he has
agreed not to solicit business from any client of Qorus or to induce or attempt 
to induce any employee of Qorus or any of its affiliates or subsidiaries to     
leave its or their employ or in any way interfere with the relationship between 
Qorus, its affiliates and subsidiaries and employees thereof.                   

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 27, 2000 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 27, 2000, 12,874,407 shares of our common    
stock were outstanding.                                                         

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                                                                [Download Table]


    NAME AND ADDRESS OF               Amount of Beneficial                          
     BENEFICIAL OWNER                      Ownership            Percent of Class(1) 
---------------------------------- --------------------------- ---------------------

                                                                                    
Thurston Interests LLC                   3,570,987(2)                   27.74%      
190 South LaSalle Street                                                            
Suite 1710                                                                          
Chicago, IL 60603                                                                   

Apex Investment Fund III                 2,345,097                      18.22%      
233 S. Wacker Dr.                                                                   
Suite 9500                                                                          
Chicago, IL 60606                                                                   

Thomson Kernaghan & Co., Ltd.            1,420,000                      11.03%      
365 Bay Street                                                                      
Toronto, ON                                                                         
M5H2V2 Canada                                                                       

Spear Leeds & Kellogg                      869,019                       6.75%      
120 Broadway                                                                        
New York, NY 10271                                                                  

Patrick J. Haynes, III                   3,689,620(3)                   28.44%      
190 South LaSalle St                                                                
Suite 1710                                                                          
Chicago, IL 60603                                                                   

James W. Blaisdell                         339,250(4)                    2.57%      
11350 Random Hills Road                                                             
Suite 650                                                                           
Fairfax, Virginia  22030                                                            

Jack N. Woodruff                           108,333(5)                       *       
9800 South Sepulveda Blvd                                                           
Los Angeles, CA 90045                                                               

George M. Middlemas                      2,606,699(6)                   20.09%      
233 S. Wacker Dr., Suite 9500                                                       
Chicago, IL 60603                                                                   

William G. Salatich                        158,259(7)                    1.22%      
77 Brandon  Road                                                                    
Northfield, IL 60093                                                                

Robert T. Isham, Jr.                       579,845(8)                    4.47%      
190 South LaSalle St, Suite 1710                                                    
Chicago, IL 60603                                                                   

All Executive Officers and Directors     7,035,034(9)                   51.27%      
 as a group                                                                         

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

(1)  An asterisk in this column means the person beneficially owns less than one
percent (1%) of the class.                                            

(2)  Includes 89,682 shares held of record by Thurston Capital, LLC, 247,037    
shares held of record by Thurston Group, Inc., 105,253 shares held of 
    record by Thurston Offshore Bridge Partners II, Ltd. and 5,000 shares held
of record by Southern European Communications Corp.                   

(3)  Includes 3,124,015 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, 247,037 shares held of record by Thurston
Group, Inc., 105,253 shares held of record by Thurston Offshore Bridge
Partners II, Ltd., 5,000 shares held of record by Southern European   
Communications Corp. and 100,000 shares issuable upon the exercise of 
options within 60 days.                                               

(4)  Includes 339,250 shares issuable upon the exercise of options within 60    
days.                                                                 

(5)  Includes 108,333 shares issuable upon the exercise of options within 60    
days.                                                                 

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(6)  Includes 2,345,097 shares held of record by Apex Investment Fund III,      
     155,331 shares held of record by Apex Strategic Partners and 100,000 shares
issuable upon the exercise of options within 60 days.                 

(7)  Includes 100,000 shares issuable upon the exercise of options within 60    
days.                                                                 

(8)  Includes 89,682 shares held of record by Thurston Capital, LLC, 247,037    
shares held of record by Thurston Group, Inc., 105,253 shares held of 
    record by Thurston Offshore Bridge Partners II, Ltd., 5,000 shares held of
 record by Southern European Communications Corp., 32,873 shares held of
   record by Robert T. Isham, Jr. Trust and 100,000 shares issuable upon the
exercise of options within 60 days.                                   

(9)  Includes 847,583 shares issuable upon the exercise of options within 60    
days.                                                                 

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

  On July 15, 1999, Qorus 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 the contract with Moore Business  
Communications Services. 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, no       
commissions have been paid to NetDox pursuant to the Commission Agreement.      

During the nine months ended September 30, 1999, we have compensated    
Thurston Group, Inc. for professional services in the amount of $255,000, which 
related to the acquisition of funding and certain other investment activity. We 
entered into a consulting agreement dated March 1, 1999 with Thurston Group,    
Inc. Qorus engaged Thurston Group until March 31, 2002 as an independent        
contractor to advise Qorus on and 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.                                                

 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 10% per annum and is 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 sold Thomson Kernaghan    
20,000 shares of our common stock for $.01 per share.                           

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We have agreed to assume the responsibilities of Southern European    
Communications Corp. under a lease and service agreement dated December 23,     
1999. The lease covers office space located at 11350 Random Hills Road, Fairfax,
Virginia. Monthly rental is $5,302 plus $1,170 in furniture rental fees, phone  
charges and fees for business support services. The term of the lease begins on 
January 3, 2000 and expires June 30, 2000. Thurston Group, Inc. and its         
affiliates own a majority of the outstanding capital stock of Southern European 
Communications Corp. Messrs. Haynes and Salatich, directors of Qorus, are also  
directors of Southern European Communications Corp. Our board of directors has  
determined that the assumption of the lease and the release of Southern European
Communications Corp. from its obligations under the lease is fair to Qorus.     

  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 other than fees Thurston   
Group has earned under the consulting agreement described above. No assets were 
acquired by us from Mr. Haynes, Thurston Group or any of their respective       
affiliates other than the assets acquired from NetDox.                          

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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, thereunder    
duly authorized in the City of Fairfax, Virginia, on the 24th day of April,     
2000.                                                                           

               QORUS.COM, INC.

                          By: /s/ James W. Blaisdell
                                           -------------------------------------
                        James W. Blaisdell
                                  Executive Chairman and Chief
                           Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB40/A’ Filing		Date		First		Last			Other Filings
		5/23/04		5
		3/31/02		7					10QSB
		6/30/00		8					10QSB
		5/31/00		4		5
		4/30/00		7
Filed on:		4/24/00
		3/27/00		1		5
		3/1/00		4		5
		1/3/00		8
For Period End:		12/31/99		1		7			10KSB,  10KSB40
		12/23/99		8
		11/1/99		7
		9/30/99		7
		7/15/99		7
		3/1/99		7
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