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

                                   Form 10-QSB


(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 2003
                ------------------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

    For the transition period from                       to
                                   ----------------------    -------------------
                         Commission file number 0-28831
          ------------------------------------------------------------

                                    CBQ, Inc.
   --------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

          Colorado                                        84-1047159
--------------------------------------------------------------------------------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                        Identification No.)

                 7759 Desiree Street, Alexandria, Virginia 22315
   --------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (703) 339-1980
                            Issuer's telephone number


         (Former name,  former  address and former fiscal year, if changed since
last report.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes ----- No -----



<PAGE>




                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of  common  equity,   as  of  the  latest  practical  date:   November  1,  2003
Approximately 500,000,000 shares

         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----








































<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------
Assets:

<S>                                                                          <C>                 <C>
Current assets:                                                              $                -  $                -

Other non-current assets:
   Investments                                                                          274,000             274,000
                                                                             ------------------  ------------------

         Total Assets                                                        $          274,000  $          274,000
                                                                             ==================  ==================
</TABLE>

































<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>



                                                                                (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2003                2002
                                                                             ------------------  ------------------

Liabilities and Stockholders' Deficit:
Current liabilities:
<S>                                                                          <C>                 <C>
   Accounts payable, trade                                                   $          695,571  $          693,951
   Accrued expenses                                                                     175,000             300,000
   Due to related party                                                                   1,215               1,215
   Due to shareholders                                                                  142,000             140,000
   Net liabilities of discontinued operations                                                 -           6,260,990
                                                                             ------------------  ------------------

      Total Liabilities                                                               1,013,786           7,396,156
                                                                             ------------------  ------------------

Stockholders' Deficit:
   Preferred Stock,  par value $.001 per share  Authorized  100,000,000  shares,
      308,860 shares issued and outstanding at
      September 30, 2003 and December 31, 2002                                              309                 309
   Common Stock, par value $.0001 per share
      Authorized 500,000,000 shares,
      Issued 500,000,000 Shares at September 30, 2003
      and December 31, 2002                                                              50,000              50,000
   Additional paid-in capital                                                         5,042,507           4,909,032
   Accumulated deficit                                                               (5,832,602)        (12,081,497)
                                                                             ------------------  ------------------

     Total Stockholders' Deficit                                                       (739,786)         (7,122,156)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Deficit                                                 $          274,000  $          274,000
                                                                             ==================  ==================
</TABLE>






                 See accompanying notes and accountants' report.



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                    (Unaudited)                          (Unaudited)
                                             For the three months ended            For the nine months ended
                                                    September 30,                        September 30,
                                         -----------------------------------  -------------------------------------
                                               2003               2002              2003                2002
                                         -----------------  ----------------  -----------------   -----------------
Continuing operations:
<S>                                      <C>                <C>               <C>                 <C>
   Revenues                              $                - $              -  $                -  $               -

  Costs and expenses:
      General and administrative                     1,550             1,200             12,095              72,700
      Interest                                           -           108,748                  -             289,744
                                         -----------------  ----------------  -----------------   -----------------

         Net income (loss) from
           Continuing operations                    (1,550)         (109,948)           (12,095)           (362,444)

Discontinued operations:

   Income (Loss) from operations
      of discontinued operations                         -                 -                  -                   -

   Gain (Loss) on disposal of
      Quantum Group and other
       Subsidiaries                                      -                 -          6,260,990                   -
                                         -----------------  ----------------  -----------------   -----------------

    Net Income (loss) from
      discontinued operations                            -                 -          6,260,990                   -
                                         -----------------  ----------------  -----------------   -----------------

     Net Income (Loss)                   $          (1,550) $       (109,948) $       6,248,895   $        (362,444)
                                         =================  ================  =================   =================

Basic Income (Loss) Per Share
   Continuing Operations                 $               -  $              -  $               -   $               -
    Discontinued Operations                              -                 -               0.01                   -
                                         -----------------  ----------------  -----------------   -----------------
Total Income (Loss) Per Share            $               -  $              -  $            0.01   $               -
                                         =================  ================  =================   =================

Diluted Income (Loss) Per Share
   Continuing Operations                 $               -  $              -  $               -   $               -
    Discontinued Operations                              -                 -               0.01                   -
                                         -----------------  ----------------  -----------------   -----------------
Total Income (Loss) Per Share            $               -  $              -  $            0.01   $               -
                                         =================  ================  =================   =================
</TABLE>


                 See accompanying notes and accountants' report.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                    (Unaudited)
                                                              For the nine months ended
                                                                      September 30,
                                                          -------------------------------------
                                                                2003                2002
                                                          -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
<S>                                                       <C>                <C>
   Net Income (Loss)                                      $         (12,095) $         (362,444)
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Increase (decrease) in accounts payable                         1,620               1,200
      Increase (decrease) in accrued expenses                      (125,000)            361,244
                                                          -----------------  ------------------
  Net cash used in continuing operations                           (135,475)                  -
  Net cash used in discontinued operations                                -                   -
                                                          -----------------  ------------------

Net cash used in operating activities                              (135,475)                  -
                                                          -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Increase in deposits                                                      -             (24,000)
                                                          -----------------  ------------------
Net cash provided by (used) investing activities                          -             (24,000)
                                                          -----------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in payable to shareholder                                    2,000              24,000
Contributed capital                                                 133,475                   -
                                                          -----------------  ------------------
Net Cash Provided by
  Financing Activities                                              135,475              24,000
                                                          -----------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                               -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -
                                                          -----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $               -  $                -
                                                          =================  ==================
</TABLE>





<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
<S>                                                       <C>                <C>
  Interest                                                $                - $                -
  Franchise and income taxes                              $                - $                -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: NONE
































                 See accompanying notes and accountants' report.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for CBQ,  Inc. is  presented to
assist in  understanding  the Company's  financial  statements.  The  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Interim Reporting

         The unaudited financial statements as of September 30, 2003 and for the
three and nine month periods ended  September 30, 2003 and 2002 reflect,  in the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary  to fairly state the  financial  position and results of
operations for the three and nine months.  Operating results for interim periods
are not  necessarily  indicative  of the results  which can be expected for full
years.

 Organization and Basis of Presentation

         CBQ, Inc., (formerly Freedom Funding, Inc.) a Colorado corporation, was
incorporated  September 18, 1986,  under the laws of the State of Delaware,  and
changed its situs to Colorado in 1989.

         On November 19, 2001, the Company entered into a plan of reorganization
with  Sourcelink,   Inc.   ("Sourcelink")  whereby  the  Company  would  acquire
Sourcelink.  Sourcelink  was a  development  stage  company  that was  formed to
develop an online trading website.

Nature of Business

         On June 18, 2003, the Company  entered into a letter of intent to merge
with Souvenir Direct, Inc., a Florida corporation. If the merger is consummated,
the name of the surviving  corporation will be China Direct Trading Corporation.
If the merger is consummated , the Company plans, through import trade, to bring
into the U.S. marketplace  souvenirs,  promotional  products,  automobile parts,
electronic  goods and other items from China.  The Company  also plans to export
goods to China in an opportunistic fashion.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.




<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Principles of Consolidation

         The  consolidated  financial  statements  for the three and nine months
ended  September  30,  2003 and the year ended  December  31,  2002  include the
accounts of the parent entity and all of its subsidiaries: Quantum Group and its
subsidiary,  ProWare, Inc. ("ProWare");  China Partners,  Inc. (from the date of
its  formation  in  March  2000);  CyberQuest,   Inc.  (CyberQuest");   Reliance
Technologies,   Inc.   ("Reliance")   and  its   subsidiary,   TopherNet,   Inc.
("TopherNet");  and  Priority One  Electronic  Commerce  Corporation  ("Priority
One").

         The  results  of  subsidiaries  acquired  or sold  during  the year are
consolidated  from their effective dates of acquisition  through their effective
dates of disposition.

         All  significant  intercompany  balances  and  transactions  have  been
eliminated.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  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.

Income Taxes

         The  Company  has a net  operating  loss for income  taxes.  Due to the
regulatory  limitations  in  utilizing  the loss,  it is  uncertain  whether the
Company  will be able to  realize a benefit  from  these  losses.  Therefore,  a
deferred  tax  asset  has  not  been  recorded.  There  are no  significant  tax
differences requiring deferral.

Net Income (Loss) Per Common Share

         Basic earnings per share are computed by dividing earnings available to
common  stockholders by the weighted average number of common shares outstanding
during the period.  Diluted  earnings per share  reflect per share  amounts that
would have  resulted if dilutive  potential  common stock had been  converted to
common  stock.  The  following  reconciles  amounts  reported  in the  financial
statements:



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
<TABLE>
<CAPTION>
                                                              Income              Shares             Per-Share
                                                           (Numerator)         (Denominator)           Amount
                                                        ------------------  -------------------  ------------------
                                                               For the three months ended September 30, 2003
                                                        -----------------------------------------------------------
Income (Loss) Available to Common
   Stockholders
<S>                                                     <C>                         <C>          <C>
        Continuing operations                           $           (1,550)         500,000,000  $                -
        Discontinued operations                                          -          500,000,000                   -
                                                        ------------------  -------------------  ------------------
Income (Loss) to common shareholders                    $           (1,550)         500,000,000  $                -
                                                                                                 ==================

Effect of Dilutive Securities:
   Convertible to Preferred Stock                                        -          308,860,000
                                                        ------------------  -------------------

Income (Loss) Available to Common
   Stockholders-Diluted Earnings Per Share
        Continuing Operations                           $           (1,550)         808,860,000  $                -
        Discontinued Operations                                          -          808,860,000                   -
                                                        ------------------  -------------------  ------------------
Income (Loss) - Diluted Earnings Per Share              $           (1,550)         808,860,000  $                -
                                                        ==================  ===================  ==================

                                                               For the three months ended September 30, 2002
                                                        -----------------------------------------------------------
Income (Loss) Available to Common
   Stockholders
        Continuing operations                           $         (109,948)          79,516,835  $                -
        Discontinued operations                                          -           79,516,835                   -
                                                        ------------------  -------------------  ------------------

Income (Loss) to common shareholders                    $         (109,948)          79,516,835  $                -
                                                                                                 ==================

Effect of Dilutive Securities:
    Convertible to Preferred Stock                                       -           70,000,000
                                                        ------------------  -------------------

Income (Loss) Available to Common
    Stockholders-Diluted Earnings Per Share
        Continuing Operations                           $         (109,948)         149,516,835  $                -
        Discontinued Operations                                          -          149,516,835                   -
                                                        ------------------  -------------------  ------------------
Income (Loss) - Diluted Earnings Per Share              $         (109,948)         149,516,835  $                -
                                                        ==================  ===================  ==================
</TABLE>



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
<TABLE>
<CAPTION>
                                                              Income              Shares             Per-Share
                                                           (Numerator)         (Denominator)           Amount
                                                        ------------------  -------------------  ------------------

                                                               For the nine months ended September 30, 2003
                                                        -----------------------------------------------------------
Income (Loss) Available to Common
   Stockholders
<S>                                                     <C>                         <C>          <C>
        Continuing operations                           $          (12,095)         500,000,000  $                -
        Discontinued operations                                  6,260,990          500,000,000                0.01
                                                        ------------------  -------------------  ------------------
Income (Loss) to common shareholders                    $        6,248,895          500,000,000  $             0.01
                                                                                                 ==================

Effect of Dilutive Securities:
    Convertible to Preferred Stock                                       -          308,860,000
                                                        ------------------  -------------------

Income (Loss) Available to Common
    Stockholders-Diluted Earnings Per Share
        Continuing Operations                           $          (12,095)         808,860,000  $                -
        Discontinued Operations                                  6,260,990          808,860,000                0.01
                                                        ------------------  -------------------  ------------------
Income (Loss) - Diluted Earnings Per Share              $        6,248,895          808,860,000  $             0.01
                                                        ==================  ===================  ==================

                                                               For the nine months ended September 30, 2002
                                                        -----------------------------------------------------------
Income (Loss) Available to Common
   Stockholders
      Continuing operations                             $         (362,444)          79,516,835  $                -
      Discontinued operations                                            -           79,516,835                   -
                                                        ------------------  -------------------  ------------------

                                                        $         (362,444)          79,516,835  $                -
                                                                                                 ==================

Effect of Dilutive Securities:
    Convertible to Preferred Stock                                       -           70,000,000
                                                        ------------------  -------------------

Income (Loss) Available to Common
    Stockholders-Diluted Earnings Per Share
        Continuing Operations                           $         (362,444)         149,516,835  $                -
        Discontinued Operations                                          -          149,516,835                   -
                                                        ------------------  -------------------  ------------------
Income (Loss) - Diluted Earnings Per Share              $         (362,444)         149,516,835  $                -
                                                        ==================  ===================  ==================
</TABLE>






<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the 2003 presentation.

NOTE 2 - INVESTMENTS

         On May 11, 1999, the Company  acquired 19% of the outstanding  interest
of Global  Logistics  Partners,  LLC  ("GLP"),  a privately  held Texas  limited
liability company in a tax-free exchange.  This interest was acquired solely for
the issuance of 4,233,200 common shares.

NOTE 3 - DUE TO SHAREHOLDERS

         Due to  shareholders  at  September  30,  2003 and  December  31,  2002
consists of the following:
<TABLE>
<CAPTION>
                                                                    September 30,       December 31,
                                                                        2003                2002
                                                                 ------------------- ------------------

Demand note payable, unsecured, with interest at
 15%, payable monthly.  Principal and
  accrued interest due on this note payable are
<S>                                                              <C>                             <C>
  subordinated to all bank debt.                                 $                 - $           50,000

Advances, unsecured, non-interest bearing,
due on demand                                                                142,000             90,000
                                                                 ------------------- ------------------

                                                                 $           142,000 $          140,000
                                                                 =================== ==================
</TABLE>





<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 4 - LEASES

         As of  September  30,  2003,  all  activities  of the Company have been
conducted  rent free by corporate  officers  from either their homes or business
offices.  Currently,  there are no outstanding debts owed by the company for the
use of these  facilities  and there are no  commitments  for  future  use of the
facilities.

NOTE 5 - PREFERRED STOCK

         The Company has the option to call the preferred stock as follows:

70,000  shares at the greater of $12.50 per share or the traded  market value of
the preferred stock on or before October 23, 2002

         The  Preferred  Shares are  convertible  to Common  Shares at a 1:1,000
conversion rate.

NOTE 6 - STOCK TRANSACTIONS

         On November 19, 2001, the Company entered into a plan of reorganization
with  Sourcelink,   Inc.   ("Sourcelink")  whereby  the  Company  would  acquire
Sourcelink.  Sourcelink  was a  development  stage  company  that was  formed to
develop an online  trading  website.  On December 13, 2002,  the Company  issued
716,589  shares of Preferred  Stock as part of the  acquisition  of  Sourcelink.
These  Preferred  Shares are  convertible  to Common Shares on a 1:1,000  basis.
Subsequent to the issuance of this stock, 477,729 shares of Preferred Stock were
converted to 477,729,000 shares of Common Stock.
         Also during 2002,  57,245,835  shares of common stock were  returned to
the Company and canceled.

NOTE 7 - DISCONTINUED OPERATIONS

         During 2001 and 2002, the Company  closed its operations  including CBQ
Networkland,  Inc., CBQ Technet Computer  Services,  Inc., and Quantum Group and
its subsidiaries.

         During  March  2003,  the  Company  abandoned  all of its  subsidiaries
resulting in a gain on disposal of discontinued operations of $6,260,990.







<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Continued)

NOTE 7 - DISCONTINUED OPERATIONS (continued)

         The assets and liabilities of the abandoned  subsidiaries  consisted of
the following:
<TABLE>
<CAPTION>
                                                                         March 30,         December 31,
                                                                           2003                2002
                                                                     -----------------  ------------------

<S>                                                                  <C>                <C>
Assets                                                               $               -  $                -

Liabilities:
   Line of credit payable                                            $         577,157  $          577,157
   Current portion of long-term debt                                         2,860,460           2,860,460
   Accrued expenses                                                            987,348             987,348
   Net liabilities of discontinued operations                                1,311,025           1,311,025
   Preferred stock of subsidiaries                                             525,000             525,000
                                                                     -----------------  ------------------
         Total liabilities                                                   6,260,990           6,260,990
                                                                     -----------------  ------------------

         Net liabilities disposed of                                 $      (6,260,990) $       (6,260,990)
                                                                     =================  ==================
</TABLE>

         Net liabilities disposed of have been recorded as a gain on disposal of
discontinued  operations as of March 31, 2003, and separately  classified in the
accompanying consolidated balance sheet at December 31, 2002.

NOTE 8 - ACQUISITIONS

         On November 19, 2001, the Company entered into a plan of reorganization
with  Sourcelink,   Inc.   ("Sourcelink")  whereby  the  Company  would  acquire
Sourcelink. On December 13, 2002, the Company issued 716,589 shares of Preferred
Stock to complete the  acquisition of  Sourcelink.  Sourcelink was a development
stage company that was formed to develop an online trading website.  The website
was never  completed.  In the  acquisition,  the Company  acquired the partially
developed website.  The acquisition was recorded in the financial  statements as
research and development expenses.

NOTE 9 - LETTER OF INTENT

         On June 18, 2003, the Company  entered into a letter of intent to merge
with Souvenir Direct, Inc., a Florida corporation. The resulting company will be
called China Direct Trading Corporation.







<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation

         This  Quarterly  Report  contains  certain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this Quarterly Report 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  presentation  by the  Company or any other  person  that the
objectives and plans of the Company will be achieved.

         As used  herein  the term  "Company"  refers to CBQ,  Inc.,  a Colorado
corporation and its predecessors and subsidiaries,  unless the context indicates
otherwise.

Business of the Company:

         On June 18, 2003, the Company  entered into a letter of intent to merge
with Souvenir Direct,  Inc. After the merger, the Company plans,  through import
trade, to bring into the U.S. marketplace souvenirs from China, which has a $250
billion  global market size.  Assuming  consummation  of the merger,  management
believes the souvenir and promotional  product market has room for growth in the
United States. Management plans to build on the souvenir and promotional product
market in the United  States,  and to import  other items from China,  including
automobile  parts and electronic  goods.  Management  also plans to export goods
from the United States to China in a opportunistic fashion.

         The Company will also continue to explore other  opportunities in China
including goods, services, and investments in distressed assets in China.

         All of the executive  officers and directors of the Company have either
resigned or been removed from office for failure to appear at meetings as of the
date of this report, with the exception of Mr. Paul Richter, who is now the sole
executive  officer  of the  Company,  and Susan  Xu,  who is a  director  of the
Company. Mr. Richter agreed to serve as an officer on September 20, 2003.

         Howard Ullman  resigned as President of the Company to avoid a conflict
of interest. He will be president of the new company if the merger with Souvenir
Direct, Inc. is consummated.

Results of Operations

         Plan of  Operations  - The  Company  was  organized  for the purpose of
creating a corporate  vehicle to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more


<PAGE>



business  opportunities  presented to it by persons or firms who or which desire
to seek perceived advantages of a publicly held corporation.

         The  Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

         Results of Operations - The Company had no  operations  during 2002 and
to the date of this  report,  other than its search for a business  opportunity.
During 2001 and 2000 the Company attempted to provide retail software,  computer
services and products that has since proved uneconomical and has been abandoned.
Accordingly, comparisons with prior periods are not meaningful.

         During the quarter ended March 31, 2003,  the Company  abandoned all of
its subsidiaries  resulting in a gain on disposal of discontinued  operations of
$6,260,990.

Capital Resources and Liquidity

         The  Company  has not  generated  any  cash  flows  from  operating  or
investing  activities since inception.  Operating capital was primarily provided
from the proceeds of equity financing, bank loans and receivables financing, the
latter two of which the Company is presently no longer  entitled to enjoy and is
in litigation over. CBQI is presently seeking alternative sources of capital.

         The  Company  expects  any future  development  and  expansion  will be
financed  through cash flow from operations and other forms of financing such as
the sale of  additional  equity and debt  securities,  capital  leases and other
credit facilities. There are no assurances that such financing will be available
on terms acceptable or favorable to the Company.

Item 3.  Controls and Procedures

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary to evaluate whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue statement
         of a material fact or omits to state a material fact  necessary to make
         the  statements  made, in light of the  circumstances  under which such
         statements were made, not misleading with respect to the period covered
         by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information included
         in this Quarterly Report on Form 10-QSB, fairly present in all material
         respects the financial condition,  results of operations and cash flows
         of the Company as of, and for, the periods  presented in this Quarterly
         Report on Form 10-QSB.


<PAGE>



         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

31       Certification  Pursuant  to Section 302 of the  Sarbanes-  Oxley Act of
         2002.

32       Certification  Pursuant  to Section 906 of the  Sarbanes-  Oxley Act of
         2002.

(b)      On October 30, 2003,  the Company  filed a Form 8-K under Item 5, Other
         Events,  announcing  the  resignation of Howard Ullman as President and
         Director of the Company, and announcing the appointment of Paul Richter
         as the new interim Vice-President.









<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14h day of November, 2003.

CBQ, Inc.

Date: November 14, 2003


/s/ Paul Richter
Paul Richter
Vice-President
(Principal executive and financial officer)