VMdirect, LLC ("VMdirect"), a Las Vegas-based social networking and digital communications company which markets its proprietary suite of communications tools through its social network, www.helloworld.com, and its Web site, www.vmdirect.com, announced today that it has completed its Exchange Transaction with Qorus.com, Inc. ("Qorus") (OTCBB: QRUS), a publicly traded shell company. Keating Securities, LLC acted as financial advisor to Qorus in this transaction.
At the closing, pursuant to the terms of an Exchange Agreement dated May 23, 2006, by and among Qorus, VMdirect, VMdirect's members and Keating Reverse Merger Fund, LLC ("KRM Fund"), Qorus acquired all of the outstanding membership interests of VMdirect from VMdirect's members, and VMdirect's members contributed all of their interests to Qorus. In exchange, Qorus issued to VMdirect's members 1,014,589 shares of Preferred Stock. Each share of Preferred Stock will be convertible into approximately 1,042 shares of Qorus' Common Stock. The fully diluted number of shares outstanding after the Exchange (assuming the conversion of all shares of Preferred Stock) is 1,057,547,455.
Qorus expects that, upon approval by a majority of its stockholders (voting together on an as-converted to Common Stock basis), it will change its corporate name and approve a 1-for-50 reverse stock split of its outstanding Common Stock. Upon mandatory conversion of the Preferred Stock and completion of the reverse stock split, there will be a total of approximately 22,074,456 shares of Common Stock outstanding. The VMdirect members will receive approximately 21,150,959 shares of Qorus' Common Stock, representing approximately 95.8% of the outstanding shares of Qorus' Common Stock. The existing stockholders of Qorus will own approximately 923,497 shares of Qorus' Common Stock, representing approximately 4.2% of the outstanding shares of Common Stock.
"VMdirect is a unique company that has more than doubled revenue since 2004, and is poised to capitalize on the extremely rapid growth in the internet-based social networking space," said Margie Blackwell of Keating Investments. Craig Ellins, Chief Executive Officer of VMdirect, stated, "Keating Securities provided invaluable assistance in helping us to become a publicly traded company using their