================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    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)

                                  MAY 23, 2006

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

                                 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))

================================================================================

<PAGE>

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 actual  results,  performance  or  achievements  of
Qorus.com,  Inc. ("Qorus") and VMdirect, LLC ("VMdirect")  (collectively,  Qorus
and  VMdirect  are  referred  to herein  as the  "Companies")  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  future  plans,  strategies  and  expectations  of the
Companies,  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.  Forward-looking  statements are based on  assumptions  that may be
incorrect,  and  there  can  be no  assurance  that  any  projections  or  other
expectations  included in any forward-looking  statements will come to pass. The
actual results of the Companies 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,  Qorus  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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On May 23, 2006, Qorus.com, Inc., a Florida corporation ("Qorus"), entered
into an exchange agreement ("Exchange  Agreement") with VMdirect,  LLC, a Nevada
limited  liability  company  ("VMdirect")  and the members of VMdirect holding a
majority  of the  membership  interests.  As a  condition  of the  closing  (the
"Closing") of the transactions contemplated under the Exchange Agreement, all of
the members of VMdirect (the  "Members')  immediately  prior to the Closing must
execute the Exchange Agreement or a counterpart thereof.

      The Exchange  Agreement is included as Exhibit 2.1 to this Current  Report
and is the legal document that governs the exchange transaction (the "Exchange")
and  the  other  transactions   contemplated  by  the  Exchange  Agreement.  The
discussion  of the  Exchange  Agreement  set forth  herein is  qualified  in its
entirety by reference to Exhibit 2.1

      Under the Exchange Agreement,  Qorus will, at closing,  acquire all of the
outstanding membership interests of VMdirect ("Interests") from the Members, and
the Members will contribute all of their Interests to Qorus. In exchange,  Qorus
will issue to the Members  1,000,000  shares of Series A  Convertible  Preferred
Stock, par value $0.01 per share, of Qorus  ("Preferred  Stock").  Following the
Closing of the Exchange,  VMdirect will continue as a wholly-owned subsidiary of
Qorus.

For purposes of this Current Report,  the number of shares of Preferred Stock to
be issued to the  Members  and the number of  Conversion  Shares (as set defined
below) gives effect to the issuance of additional  membership  units by VMdirect
prior to Closing in connection  with a $500,000  capital raise. In the event the
pre-Closing  capital  raise by VMdirect  results in gross  proceeds in excess of
$500,000,  the current Members',  the current holders of VMdirect's  options and
warrants and the current Qorus stockholders'  percentage  ownership interests in
Qorus common stock, on an as converted and fully diluted basis,  will be reduced
proportionately for any capital raised in excess of $500,000.


                                       2
<PAGE>

      Each share of Preferred Stock will be convertible into 1,042.340735 shares
of Qorus'  common stock.  Accordingly,  upon  completion  of the  Exchange,  the
Members will own approximately 1,042,340,735 shares of Qorus' common stock on an
as-converted  basis,  and the current  stockholders of Qorus will own 46,174,800
shares of Qorus' common stock. On an as-converted  basis, upon completion of the
Exchange,  the Members will own approximately 95.8% of Qorus' outstanding shares
of common stock,  and the current  stockholders of Qorus will own  approximately
4.2% of Qorus' outstanding common stock.

      The  issuance  of the  shares of  Preferred  Stock to the  Members  in the
Exchange and, upon conversion of such shares of Preferred  Stock,  the shares of
Qorus  common  stock  underlying  such shares of  Preferred  Stock  ("Conversion
Shares"), is intended to be exempt from registration under the Securities Act of
1933, as amended (the  "Securities  Act"),  pursuant to Section 4(2) thereof and
such  other  available  exemptions.  The  shares  of  Preferred  Stock  and  the
Conversion  Shares may not be offered or sold in the United  States  unless they
are registered  under the Securities Act, or an exemption from the  registration
requirements  of the  Securities  Act is available.  No  registration  statement
covering these  securities has been filed with the United States  Securities and
Exchange  Commission  ("Commission") or with any state securities  commission in
respect of the Exchange.

      Qorus is presently  authorized  under its Certificate of  Incorporation to
issue  50,000,000  shares of common  stock,  par value  $0.001  per  share,  and
5,000,000 shares of preferred stock, par value $0.01 per share. Of the 5,000,000
shares of preferred  stock  authorized,  1,200,000  shares will be designated as
Series  A  Convertible   Preferred  Stock  pursuant  to  Articles  of  Amendment
("Articles of Amendment"),  which will be approved by Qorus' board of directors,
and filed with and accepted  by, the  Secretary of State of the State of Florida
prior to the Closing of the Exchange.  Currently, Qorus has 46,174,800 shares of
common stock issued and  outstanding and no shares of preferred stock issued and
outstanding.

      Under  the  terms  of the  Exchange  Agreement,  all  of  the  outstanding
Interests  held by the Members will be exchanged for shares of Preferred  Stock.
Each share of Preferred Stock will be convertible  into  1,042.340735  shares of
Qorus'  common  stock  (the  "Conversion  Rate"),  subject  to a  round  up  for
fractional   shares.   The  shares  of  Preferred  Stock  will  immediately  and
automatically  be converted  into shares of Qorus' common stock (the  "Mandatory
Conversion")  upon the  approval  by a majority of Qorus'  stockholders  (voting
together on an as-converted-to-common-stock basis), following the Exchange, of a
1 for 50  reverse  stock  split of Qorus'  outstanding  common  stock  ("Reverse
Split").

      The holders of shares of Preferred Stock will be entitled to vote together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted to holders of common stock for a vote.  Each share of Preferred  Stock
will  carry a number of votes  equal to the  number  of  shares of common  stock
issuable as if converted at the record date. As such,  immediately following the
Exchange, the Members will have 95.8 % of the total combined voting power of all
classes of Qorus stock entitled to vote.


                                       3
<PAGE>

      Upon Mandatory Conversion of the shares of Preferred Stock, and subject to
an  adjustment  of the  Conversion  Rate as a result of the Reverse  Split,  the
Members will,  in the  aggregate,  receive  approximately  20,846,815  shares of
Qorus'  common stock,  representing  95.8% of the  outstanding  shares of Qorus'
common  stock  immediately  following  the  Mandatory  Conversion.  The existing
stockholders  of Qorus will,  following  the  Mandatory  Conversion  and Reverse
Split,  own  approximately  923,496 shares of Qorus' common stock,  representing
4.2% of the  outstanding  shares of common  stock.  The shares of Qorus'  common
stock  received in the Reverse Split will be subject to round up for  fractional
shares.

      The ownership  interests of the Members and the current Qorus stockholders
will be subject to dilution for the outstanding VMdirect options and warrants to
be assumed by Qorus in connection with the Exchange. Accordingly, upon Mandatory
Conversion  of the  Preferred  Stock,  the Members and the holders of VMdirect's
options and warrants will collectively own approximately  96.2% of Qorus' common
stock on a fully  diluted  basis,  and the current Qorus  stockholders  will own
approximately 3.8% of Qorus' common stock on a fully diluted basis.

      In connection  with the Reverse  Split,  Qorus' board of directors may, in
its  discretion,  provide  special  treatment to certain Qorus  stockholders  to
preserve  round lot holders  (i.e.,  holders owning at least 100 shares prior to
the Reverse Split) after the Reverse Split. Qorus' board of directors may elect,
in its  discretion,  to provide such special  treatment to the record holders of
Qorus'  common stock only on a per  certificate  basis or more  generally to the
beneficial  holders  of Qorus'  common  stock.  For  example,  if  Qorus'  board
determines to provide such special  treatment to record holders only, the record
holders of Qorus' common stock holding a certificate representing 5,000 or fewer
shares of common stock but at least 100 shares of common stock would receive 100
shares of common  stock  after  the  Reverse  Split  with  respect  to each such
certificate, and record holders holding a certificate representing 100 shares of
common  stock or fewer  would  not be  affected  and  would  continue  to hold a
certificate  representing  the same number of shares as such  stockholders  held
before the Reverse  Split.  In the  alternative,  if Qorus' board  determines to
provide such special treatment to beneficial holders  generally,  the beneficial
holders of Qorus'  common stock  beneficially  holding  5,000 or fewer shares of
common stock but at least 100 shares of common stock would receive 100 shares of
common  stock after the Reverse  Split,  and  persons  beneficially  holding 100
shares of common  stock or fewer would not be affected by the Reverse  Split and
would  continue  to hold the same  number of shares  as such  stockholders  held
before the Reverse Split. The terms and conditions of special treatment afforded
to Qorus stockholders to preserve round lot stockholders,  if any, including the
record dates for determining which stockholders may be eligible for such special
treatment, will be established in the discretion of Qorus' board of directors.

      Effective  as of the Closing of the Exchange  transaction,  and subject to
applicable  regulatory  requirements,  including  the  preparation,  filing  and
distribution  to  the  Qorus  stockholders  of  a  Schedule  14(f)-1  Notice  to
Stockholders at least ten (10) days prior to Closing,  Kevin R. Keating,  Qorus'
current sole officer and director  will continue as a member of Qorus' board and
will  appoint  Craig  Ellins,  a current  manager of VMdirect  and a manager and
member of VM Investors,  LLC, the majority Member of VMdirect,  and Jerry Haleva
as members of Qorus' board.


                                       4
<PAGE>

      As a condition to the Closing of the Exchange transaction, Keating Reverse
Merger Fund, LLC ("KRM Fund"),  Qorus' current controlling  stockholder,  and VM
Investors, LLC will agree to vote their shares of Qorus' voting securities:  (i)
to elect one member to Qorus' board to be  designated by KRM Fund (the "KRM Fund
Designate")  for a period of one year following the Closing and to vote for such
other persons that may be  designated  by VM  Investors,  LLC to fill any vacant
position on the board of directors (other than the KRM Fund Designate), and (ii)
to approve the Reverse Split, the increase in Qorus' authorized shares of common
stock from  50,000,000  shares to  100,000,000  shares,  the adoption of a stock
incentive plan, the  reincorporation of Qorus in the State of Delaware,  and the
change of Qorus' corporate name (collectively, the "Actions").

      Additional  information concerning Craig Ellins and Jerry Haleva and other
significant  stockholders  of Qorus  immediately  following the Exchange will be
included in the Schedule 14(f)-1 Notice to Stockholders which will be filed with
the SEC and mailed to  stockholders  at least ten (10) days prior to the Closing
of the Exchange.

      At or prior to the Closing, Qorus will also enter into a certain financial
advisory  agreement  with Keating  Securities,  LLC  ("Keating  Securities"),  a
registered broker-dealer,  under which Keating Securities will be compensated by
Qorus  for its  advisory  services  rendered  to  Qorus in  connection  with the
Exchange.  The  transaction  advisory  fee will be  $500,000,  with the  payment
thereof being subject to the Closing of the Exchange.

      Qorus and VMdirect have each agreed to continue to operate their  business
in the ordinary course prior to the Exchange.

      Under the Exchange Agreement, Qorus and VMdirect have agreed to do certain
things, some of which are conditions to the exchange  transaction.  Each company
is obligated to (a) obtain all necessary  approvals  for various  aspects of the
transaction,  (b) give the other access to the records and personnel to complete
due diligence review,  (c) proceed  expeditiously to undertake all actions so as
to be able to  consummate  the  Exchange,  (d) in the case of VMdirect,  deliver
audited financial  statements  including a balance sheet as of December 31, 2004
and 2005 and statements of operations,  cash flows and stockholders'  equity for
the twelve  months  ended  December  31, 2004 and 2005 and  unaudited  financial
statements  of  VMdirect  for the three month  periods  ended March 31, 2005 and
2006, and (e) refrain from soliciting or initiating  proposals  from,  providing
information  to or holding  discussions  with any party  concerning  any sale of
assets  or  any   material   portion  of  any  capital   stock  or  any  merger,
consolidation, business combination, liquidation or similar transaction, subject
to the fiduciary obligations of directors generally.

      Consummation  of the  Exchange  is also  contingent  upon tax  counsel  to
VMdirect  rendering its opinion that the transaction  will not be taxable to the
holders of the Interests  pursuant to Section 351 of the Internal  Revenue Code.
In addition to the foregoing  conditions,  the Exchange is conditioned  upon (i)
preparation,  filing and  distribution  to the Qorus  stockholders of a Schedule
14(f)-1 Notice to  Stockholders,  and (ii) continued  quotation of Qorus' common
stock on the Over-the-Counter Bulletin Board.


                                       5
<PAGE>

      Except for the representations and warranties relating to the ownership of
the  Interests   which   survive  the   consummation   of  the   Exchange,   the
representations  and warranties of all the parties to the Exchange  Agreement do
not survive the closing.

      The  Exchange  Agreement  may be  terminated  as  follows:  (i) by  mutual
consent,  (ii) by either  party if the Exchange is not  consummated  by June 15,
2006,  (iii) by either  party if the  Exchange is  prohibited  by issuance of an
order,  decree or ruling,  or (iv) by either  party if the other is in  material
breach of any representation,  warranty,  covenant or agreement. In the event of
termination,  both parties are responsible for their expenses, except that Qorus
may retain the $50,000  deposit  paid by VMdirect in the event Qorus  terminates
the Exchange Agreement as a result of a breach by VMdirect.

      The  directors  of Qorus have  approved  the  Exchange  Agreement  and the
transactions contemplated thereunder. The Managers of VMdirect have approved the
Exchange Agreement and the transactions contemplated thereunder. Members holding
a majority of the Interests have already executed the Exchange Agreement and, as
a condition  of Closing,  all other  Members as of the Closing  must approve the
Exchange Agreement and the transactions  contemplated thereunder as evidenced by
their execution of the Exchange Agreement or a counterpart  thereof. The parties
expect the closing of the transactions  under the Exchange Agreement to occur on
or about June 15, 2006.  However,  there can be no assurances  that the Exchange
will be completed.

      On April 1, 2006,  in its Current  Report on Form 8-K dated April 1, 2006,
Qorus reported the execution of a letter of intent to acquire VMdirect.

      Kevin  R.  Keating  is the  father  of the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which is the current majority stockholder of Qorus, and Keating Securities, LLC,
the registered  broker-dealer  affiliate of Keating  Investments,  LLC. Kevin R.
Keating  is  not  affiliated   with  and  has  no  equity  interest  in  Keating
Investments,  LLC,  KRM  Fund  or  Keating  Securities,  LLC and  disclaims  any
beneficial  interest  in the shares of Qorus'  common  stock  owned by KRM Fund.
Similarly,  Keating  Investments,  LLC,  KRM Fund and  Keating  Securities,  LLC
disclaim any beneficial  interest in the shares of Qorus' common stock currently
owned by Kevin R. Keating.

Business of Qorus

      Qorus is currently a shell company with nominal assets.

Business of VMdirect

      VMdirect  is a  Nevada  limited  liability  company  formed  in May  2001.
VMdirect  is a  social  networking  and  digital  communications  company  that,
directly  and  through its  multi-tiered  affiliate  program,  offers a suite of
video-based  Internet  communication  tools.  Its products include video e-mail,
video instant messaging, live webcasting,  digital vault storage and podcasting.
VMdirect's social network, www.helloWorld.com, primarily targets users from ages
25  to  45.  Additionally,  VMdirect's  website,  www.vmdirect.com,  offers  its
affiliates the sales tools  necessary to  effectively  market and distribute its
digital communication tools.

      VMdirect's  corporate  headquarters are located at 3035 East Patrick Lane,
Suite 9, Las Vegas, Nevada 89120.

      While  VMdirect's  management  believes that it has the  opportunity to be
successful  in the social  networking  market,  there can be no  assurance  that
VMdirect will be successful in accomplishing its business  initiatives,  or that
it will be able to achieve any significant levels of revenues,  or recognize net
income, from the sale of its products and services.


                                       6
<PAGE>

      The  businesses of VMdirect  involves a number of risks and  uncertainties
that could cause the actual  results of  operations  to differ  materially  from
those  estimated  by its  management  from  time to time.  Potential  risks  and
uncertainties,  include, but are not limited to, such factors as fluctuations in
demand for the company's products and services, the introduction of new products
and services,  the company's  ability to build and maintain customer base and to
develop strategic business relationships, the impact of competitive products and
services and the pricing thereof,  growth in the social networking market and in
target markets identified by the company,  the continued growth of the company's
multi-tiered  affiliate  program,  the adequacy of the  company's  liquidity and
financial  strength  to support its growth,  and other  information  that may be
detailed from time to time in Qorus'  filings with the United States  Securities
and Exchange  Commission  should the exchange  transaction  contemplated  by the
Exchange Agreement be completed.


                                       7
<PAGE>

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial statements of business acquired. None.

(b)   Pro forma financial information. None.

(c)   Shell company transactions. Not applicable.

(d)   Exhibits.

      2.1   Exchange Agreement by and between Qorus, VMdirect and the members of
            VMdirect  owning a majority  of the  membership  interests  thereof,
            dated May 23, 2006.


                                       8
<PAGE>

                                   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.


Date:  May 25, 2006                        By: /s/ Kevin R. Keating
                                               ---------------------------------
                                               Kevin R. Keating, President


                                       9
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number          Description of Exhibit
--------------          --------------------------------------------------------

    2.1                 Exchange  Agreement by and between  Qorus,  VMdirect and
                        the  members  of  VMdirect  owning  a  majority  of  the
                        membership interests thereof, dated May 23, 2006.


                                       10
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================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    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)

                                  MAY 23, 2006

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

                                 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))

================================================================================
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 actual  results,  performance  or  achievements  of
Qorus.com,  Inc. ("Qorus") and VMdirect, LLC ("VMdirect")  (collectively,  Qorus
and  VMdirect  are  referred  to herein  as the  "Companies")  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  future  plans,  strategies  and  expectations  of the
Companies,  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.  Forward-looking  statements are based on  assumptions  that may be
incorrect,  and  there  can  be no  assurance  that  any  projections  or  other
expectations  included in any forward-looking  statements will come to pass. The
actual results of the Companies 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,  Qorus  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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On May 23, 2006, Qorus.com, Inc., a Florida corporation ("Qorus"), entered
into an exchange agreement ("Exchange  Agreement") with VMdirect,  LLC, a Nevada
limited  liability  company  ("VMdirect")  and the members of VMdirect holding a
majority  of the  membership  interests.  As a  condition  of the  closing  (the
"Closing") of the transactions contemplated under the Exchange Agreement, all of
the members of VMdirect (the  "Members')  immediately  prior to the Closing must
execute the Exchange Agreement or a counterpart thereof.

      The Exchange  Agreement is included as Exhibit 2.1 to this Current  Report
and is the legal document that governs the exchange transaction (the "Exchange")
and  the  other  transactions   contemplated  by  the  Exchange  Agreement.  The
discussion  of the  Exchange  Agreement  set forth  herein is  qualified  in its
entirety by reference to Exhibit 2.1

      Under the Exchange Agreement,  Qorus will, at closing,  acquire all of the
outstanding membership interests of VMdirect ("Interests") from the Members, and
the Members will contribute all of their Interests to Qorus. In exchange,  Qorus
will issue to the Members  1,000,000  shares of Series A  Convertible  Preferred
Stock, par value $0.01 per share, of Qorus  ("Preferred  Stock").  Following the
Closing of the Exchange,  VMdirect will continue as a wholly-owned subsidiary of
Qorus.

For purposes of this Current Report,  the number of shares of Preferred Stock to
be issued to the  Members  and the number of  Conversion  Shares (as set defined
below) gives effect to the issuance of additional  membership  units by VMdirect
prior to Closing in connection  with a $500,000  capital raise. In the event the
pre-Closing  capital  raise by VMdirect  results in gross  proceeds in excess of
$500,000,  the current Members',  the current holders of VMdirect's  options and
warrants and the current Qorus stockholders'  percentage  ownership interests in
Qorus common stock, on an as converted and fully diluted basis,  will be reduced
proportionately for any capital raised in excess of $500,000.

                                       2
Each share of Preferred Stock will be convertible into 1,042.340735 shares
of Qorus'  common stock.  Accordingly,  upon  completion  of the  Exchange,  the
Members will own approximately 1,042,340,735 shares of Qorus' common stock on an
as-converted  basis,  and the current  stockholders of Qorus will own 46,174,800
shares of Qorus' common stock. On an as-converted  basis, upon completion of the
Exchange,  the Members will own approximately 95.8% of Qorus' outstanding shares
of common stock,  and the current  stockholders of Qorus will own  approximately
4.2% of Qorus' outstanding common stock.

      The  issuance  of the  shares of  Preferred  Stock to the  Members  in the
Exchange and, upon conversion of such shares of Preferred  Stock,  the shares of
Qorus  common  stock  underlying  such shares of  Preferred  Stock  ("Conversion
Shares"), is intended to be exempt from registration under the Securities Act of
1933, as amended (the  "Securities  Act"),  pursuant to Section 4(2) thereof and
such  other  available  exemptions.  The  shares  of  Preferred  Stock  and  the
Conversion  Shares may not be offered or sold in the United  States  unless they
are registered  under the Securities Act, or an exemption from the  registration
requirements  of the  Securities  Act is available.  No  registration  statement
covering these  securities has been filed with the United States  Securities and
Exchange  Commission  ("Commission") or with any state securities  commission in
respect of the Exchange.

      Qorus is presently  authorized  under its Certificate of  Incorporation to
issue  50,000,000  shares of common  stock,  par value  $0.001  per  share,  and
5,000,000 shares of preferred stock, par value $0.01 per share. Of the 5,000,000
shares of preferred  stock  authorized,  1,200,000  shares will be designated as
Series  A  Convertible   Preferred  Stock  pursuant  to  Articles  of  Amendment
("Articles of Amendment"),  which will be approved by Qorus' board of directors,
and filed with and accepted  by, the  Secretary of State of the State of Florida
prior to the Closing of the Exchange.  Currently, Qorus has 46,174,800 shares of
common stock issued and  outstanding and no shares of preferred stock issued and
outstanding.

      Under  the  terms  of the  Exchange  Agreement,  all  of  the  outstanding
Interests  held by the Members will be exchanged for shares of Preferred  Stock.
Each share of Preferred Stock will be convertible  into  1,042.340735  shares of
Qorus'  common  stock  (the  "Conversion  Rate"),  subject  to a  round  up  for
fractional   shares.   The  shares  of  Preferred  Stock  will  immediately  and
automatically  be converted  into shares of Qorus' common stock (the  "Mandatory
Conversion")  upon the  approval  by a majority of Qorus'  stockholders  (voting
together on an as-converted-to-common-stock basis), following the Exchange, of a
1 for 50  reverse  stock  split of Qorus'  outstanding  common  stock  ("Reverse
Split").

      The holders of shares of Preferred Stock will be entitled to vote together
with the  holders of the  common  stock,  as a single  class,  upon all  matters
submitted to holders of common stock for a vote.  Each share of Preferred  Stock
will  carry a number of votes  equal to the  number  of  shares of common  stock
issuable as if converted at the record date. As such,  immediately following the
Exchange, the Members will have 95.8 % of the total combined voting power of all
classes of Qorus stock entitled to vote.

                                       3
Upon Mandatory Conversion of the shares of Preferred Stock, and subject to
an  adjustment  of the  Conversion  Rate as a result of the Reverse  Split,  the
Members will,  in the  aggregate,  receive  approximately  20,846,815  shares of
Qorus'  common stock,  representing  95.8% of the  outstanding  shares of Qorus'
common  stock  immediately  following  the  Mandatory  Conversion.  The existing
stockholders  of Qorus will,  following  the  Mandatory  Conversion  and Reverse
Split,  own  approximately  923,496 shares of Qorus' common stock,  representing
4.2% of the  outstanding  shares of common  stock.  The shares of Qorus'  common
stock  received in the Reverse Split will be subject to round up for  fractional
shares.

      The ownership  interests of the Members and the current Qorus stockholders
will be subject to dilution for the outstanding VMdirect options and warrants to
be assumed by Qorus in connection with the Exchange. Accordingly, upon Mandatory
Conversion  of the  Preferred  Stock,  the Members and the holders of VMdirect's
options and warrants will collectively own approximately  96.2% of Qorus' common
stock on a fully  diluted  basis,  and the current Qorus  stockholders  will own
approximately 3.8% of Qorus' common stock on a fully diluted basis.

      In connection  with the Reverse  Split,  Qorus' board of directors may, in
its  discretion,  provide  special  treatment to certain Qorus  stockholders  to
preserve  round lot holders  (i.e.,  holders owning at least 100 shares prior to
the Reverse Split) after the Reverse Split. Qorus' board of directors may elect,
in its  discretion,  to provide such special  treatment to the record holders of
Qorus'  common stock only on a per  certificate  basis or more  generally to the
beneficial  holders  of Qorus'  common  stock.  For  example,  if  Qorus'  board
determines to provide such special  treatment to record holders only, the record
holders of Qorus' common stock holding a certificate representing 5,000 or fewer
shares of common stock but at least 100 shares of common stock would receive 100
shares of common  stock  after  the  Reverse  Split  with  respect  to each such
certificate, and record holders holding a certificate representing 100 shares of
common  stock or fewer  would  not be  affected  and  would  continue  to hold a
certificate  representing  the same number of shares as such  stockholders  held
before the Reverse  Split.  In the  alternative,  if Qorus' board  determines to
provide such special treatment to beneficial holders  generally,  the beneficial
holders of Qorus'  common stock  beneficially  holding  5,000 or fewer shares of
common stock but at least 100 shares of common stock would receive 100 shares of
common  stock after the Reverse  Split,  and  persons  beneficially  holding 100
shares of common  stock or fewer would not be affected by the Reverse  Split and
would  continue  to hold the same  number of shares  as such  stockholders  held
before the Reverse Split. The terms and conditions of special treatment afforded
to Qorus stockholders to preserve round lot stockholders,  if any, including the
record dates for determining which stockholders may be eligible for such special
treatment, will be established in the discretion of Qorus' board of directors.

      Effective  as of the Closing of the Exchange  transaction,  and subject to
applicable  regulatory  requirements,  including  the  preparation,  filing  and
distribution  to  the  Qorus  stockholders  of  a  Schedule  14(f)-1  Notice  to
Stockholders at least ten (10) days prior to Closing,  Kevin R. Keating,  Qorus'
current sole officer and director  will continue as a member of Qorus' board and
will  appoint  Craig  Ellins,  a current  manager of VMdirect  and a manager and
member of VM Investors,  LLC, the majority Member of VMdirect,  and Jerry Haleva
as members of Qorus' board.

                                       4
As a condition to the Closing of the Exchange transaction, Keating Reverse
Merger Fund, LLC ("KRM Fund"),  Qorus' current controlling  stockholder,  and VM
Investors, LLC will agree to vote their shares of Qorus' voting securities:  (i)
to elect one member to Qorus' board to be  designated by KRM Fund (the "KRM Fund
Designate")  for a period of one year following the Closing and to vote for such
other persons that may be  designated  by VM  Investors,  LLC to fill any vacant
position on the board of directors (other than the KRM Fund Designate), and (ii)
to approve the Reverse Split, the increase in Qorus' authorized shares of common
stock from  50,000,000  shares to  100,000,000  shares,  the adoption of a stock
incentive plan, the  reincorporation of Qorus in the State of Delaware,  and the
change of Qorus' corporate name (collectively, the "Actions").

      Additional  information concerning Craig Ellins and Jerry Haleva and other
significant  stockholders  of Qorus  immediately  following the Exchange will be
included in the Schedule 14(f)-1 Notice to Stockholders which will be filed with
the SEC and mailed to  stockholders  at least ten (10) days prior to the Closing
of the Exchange.

      At or prior to the Closing, Qorus will also enter into a certain financial
advisory  agreement  with Keating  Securities,  LLC  ("Keating  Securities"),  a
registered broker-dealer,  under which Keating Securities will be compensated by
Qorus  for its  advisory  services  rendered  to  Qorus in  connection  with the
Exchange.  The  transaction  advisory  fee will be  $500,000,  with the  payment
thereof being subject to the Closing of the Exchange.

      Qorus and VMdirect have each agreed to continue to operate their  business
in the ordinary course prior to the Exchange.

      Under the Exchange Agreement, Qorus and VMdirect have agreed to do certain
things, some of which are conditions to the exchange  transaction.  Each company
is obligated to (a) obtain all necessary  approvals  for various  aspects of the
transaction,  (b) give the other access to the records and personnel to complete
due diligence review,  (c) proceed  expeditiously to undertake all actions so as
to be able to  consummate  the  Exchange,  (d) in the case of VMdirect,  deliver
audited financial  statements  including a balance sheet as of December 31, 2004
and 2005 and statements of operations,  cash flows and stockholders'  equity for
the twelve  months  ended  December  31, 2004 and 2005 and  unaudited  financial
statements  of  VMdirect  for the three month  periods  ended March 31, 2005 and
2006, and (e) refrain from soliciting or initiating  proposals  from,  providing
information  to or holding  discussions  with any party  concerning  any sale of
assets  or  any   material   portion  of  any  capital   stock  or  any  merger,
consolidation, business combination, liquidation or similar transaction, subject
to the fiduciary obligations of directors generally.

      Consummation  of the  Exchange  is also  contingent  upon tax  counsel  to
VMdirect  rendering its opinion that the transaction  will not be taxable to the
holders of the Interests  pursuant to Section 351 of the Internal  Revenue Code.
In addition to the foregoing  conditions,  the Exchange is conditioned  upon (i)
preparation,  filing and  distribution  to the Qorus  stockholders of a Schedule
14(f)-1 Notice to  Stockholders,  and (ii) continued  quotation of Qorus' common
stock on the Over-the-Counter Bulletin Board.

                                       5
Except for the representations and warranties relating to the ownership of
the  Interests   which   survive  the   consummation   of  the   Exchange,   the
representations  and warranties of all the parties to the Exchange  Agreement do
not survive the closing.

      The  Exchange  Agreement  may be  terminated  as  follows:  (i) by  mutual
consent,  (ii) by either  party if the Exchange is not  consummated  by June 15,
2006,  (iii) by either  party if the  Exchange is  prohibited  by issuance of an
order,  decree or ruling,  or (iv) by either  party if the other is in  material
breach of any representation,  warranty,  covenant or agreement. In the event of
termination,  both parties are responsible for their expenses, except that Qorus
may retain the $50,000  deposit  paid by VMdirect in the event Qorus  terminates
the Exchange Agreement as a result of a breach by VMdirect.

      The  directors  of Qorus have  approved  the  Exchange  Agreement  and the
transactions contemplated thereunder. The Managers of VMdirect have approved the
Exchange Agreement and the transactions contemplated thereunder. Members holding
a majority of the Interests have already executed the Exchange Agreement and, as
a condition  of Closing,  all other  Members as of the Closing  must approve the
Exchange Agreement and the transactions  contemplated thereunder as evidenced by
their execution of the Exchange Agreement or a counterpart  thereof. The parties
expect the closing of the transactions  under the Exchange Agreement to occur on
or about June 15, 2006.  However,  there can be no assurances  that the Exchange
will be completed.

      On April 1, 2006,  in its Current  Report on Form 8-K dated April 1, 2006,
Qorus reported the execution of a letter of intent to acquire VMdirect.

      Kevin  R.  Keating  is the  father  of the  principal  member  of  Keating
Investments,  LLC. Keating Investments,  LLC is the managing member of KRM Fund,
which is the current majority stockholder of Qorus, and Keating Securities, LLC,
the registered  broker-dealer  affiliate of Keating  Investments,  LLC. Kevin R.
Keating  is  not  affiliated   with  and  has  no  equity  interest  in  Keating
Investments,  LLC,  KRM  Fund  or  Keating  Securities,  LLC and  disclaims  any
beneficial  interest  in the shares of Qorus'  common  stock  owned by KRM Fund.
Similarly,  Keating  Investments,  LLC,  KRM Fund and  Keating  Securities,  LLC
disclaim any beneficial  interest in the shares of Qorus' common stock currently
owned by Kevin R. Keating.

Business of Qorus

      Qorus is currently a shell company with nominal assets.

Business of VMdirect

      VMdirect  is a  Nevada  limited  liability  company  formed  in May  2001.
VMdirect  is a  social  networking  and  digital  communications  company  that,
directly  and  through its  multi-tiered  affiliate  program,  offers a suite of
video-based  Internet  communication  tools.  Its products include video e-mail,
video instant messaging, live webcasting,  digital vault storage and podcasting.
VMdirect's social network, www.helloWorld.com, primarily targets users from ages
25  to  45.  Additionally,  VMdirect's  website,  www.vmdirect.com,  offers  its
affiliates the sales tools  necessary to  effectively  market and distribute its
digital communication tools.

      VMdirect's  corporate  headquarters are located at 3035 East Patrick Lane,
Suite 9, Las Vegas, Nevada 89120.

      While  VMdirect's  management  believes that it has the  opportunity to be
successful  in the social  networking  market,  there can be no  assurance  that
VMdirect will be successful in accomplishing its business  initiatives,  or that
it will be able to achieve any significant levels of revenues,  or recognize net
income, from the sale of its products and services.

                                       6
The  businesses of VMdirect  involves a number of risks and  uncertainties
that could cause the actual  results of  operations  to differ  materially  from
those  estimated  by its  management  from  time to time.  Potential  risks  and
uncertainties,  include, but are not limited to, such factors as fluctuations in
demand for the company's products and services, the introduction of new products
and services,  the company's  ability to build and maintain customer base and to
develop strategic business relationships, the impact of competitive products and
services and the pricing thereof,  growth in the social networking market and in
target markets identified by the company,  the continued growth of the company's
multi-tiered  affiliate  program,  the adequacy of the  company's  liquidity and
financial  strength  to support its growth,  and other  information  that may be
detailed from time to time in Qorus'  filings with the United States  Securities
and Exchange  Commission  should the exchange  transaction  contemplated  by the
Exchange Agreement be completed.

                                       7
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial statements of business acquired. None.

(b)   Pro forma financial information. None.

(c)   Shell company transactions. Not applicable.

(d)   Exhibits.

      2.1   Exchange Agreement by and between Qorus, VMdirect and the members of
            VMdirect  owning a majority  of the  membership  interests  thereof,
            dated May 23, 2006.

                                       8
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.

Date:  May 25, 2006                        By: /s/ Kevin R. Keating
                                               ---------------------------------
                                               Kevin R. Keating, President

                                       9
EXHIBIT INDEX

Exhibit Number          Description of Exhibit
--------------          --------------------------------------------------------

    2.1                 Exchange  Agreement by and between  Qorus,  VMdirect and
                        the  members  of  VMdirect  owning  a  majority  of  the
                        membership interests thereof, dated May 23, 2006.

                                       10