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, 2002
                                            ------------------------------

       [  ]   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.)

                      48 S.W. Street, Dania Beach, FL 33004
                      -------------------------------------
                    (Address of principal executive offices)

                                 (954) 450-2888
                   -------------------------------------------
                            Issuer's telephone number

               655 15th Street NW, Ste 460, Washington, D.C. 20005
              (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  11,  2002  Approximately
79,621,299 shares

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


                                     PART I

Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors and Shareholders
CBQ, Inc. and Subsidiaries

We have reviewed the accompanying  consolidated  balance sheets of CBQ, Inc. and
Subsidiaries  as of  September  30, 2002 and  December  31, 2001 and the related
consolidated  statements  of  operations  for the three and nine months and cash
flows for the nine  month  periods  ended  September  30,  2002 and 2001.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the  financial  statement  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

                             Respectfully submitted



                             /s/ Robison, Hill & Co.
                   -------------------------------------------
                          Certified Public Accountants

Salt Lake City, Utah
November 11, 2002



<PAGE>



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


                                                                                          (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------
Assets:

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

Other non-current assets:
   Investments                                                                          274,000             250,000
                                                                             ------------------  ------------------

         Total assets                                                        $          274,000  $          250,000
                                                                             ==================  ==================

</TABLE>
































<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                          (Unaudited)
                                                                               September 30,        December 31,
                                                                                    2002                2001
                                                                             ------------------  ------------------

Liabilities and Stockholders' Deficit:
Current liabilities:
<S>                                                                          <C>                 <C>
   Line of credit payable                                                    $          577,157  $          577,157
   Current portion of long-term debt                                                  2,860,460           2,860,460
   Accounts payable, trade                                                              693,651             692,451
   Accrued expenses                                                                     330,600             517,356
   Due to related party                                                                   1,215               1,215
   Due to shareholders                                                                  139,000             115,000
   Net liabilities of discontinued operations                                         1,311,025           1,311,025
                                                                             ------------------  ------------------

      Total current liabilities                                                       5,913,108           6,074,664
                                                                             ------------------  ------------------

Non-current liabilities:
   Preferred stock of subsidiaries                                                      525,000             525,000
                                                                             ------------------  ------------------

      Total non-current liabilities                                                     525,000             525,000

         Total Liabilities                                                            6,438,108           6,599,664
                                                                             ------------------  ------------------

Stockholders' Deficit:
   Preferred Stock, par value $.001 per share
      Authorized 100,000,000 shares,
      70,000 shares issued and outstanding at
      September 30, 2002 and December 31, 2001                                               70                  70

   Common Stock, par value $.0001 per share
      Authorized 500,000,000 shares,
      Issued 79,516,835 Shares at September 30, 2002
      and December 31, 2001                                                               7,952               7,952
   Additional paid-in capital                                                         3,518,141           3,518,141
   Accumulated deficit                                                              (10,238,271)         (9,875,827)
                                                                             ------------------  ------------------

     Total Stockholders' Deficit                                                     (6,712,108)         (6,349,664)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Deficit                                                 $         (274,000) $          250,000
                                                                             ==================  ==================
</TABLE>

                 See accompanying notes and accountants' report.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                               For the Three Months                   For the Nine Months
                                                Ended September 30,                             Ended September 30,
                                        -----------------------------------  --------------------------------------
                                               2002              2001               2002                2001
                                        ------------------ ----------------  ------------------  ------------------
Continuing operations:

<S>                                     <C>                <C>                  <C>              <C>
Revenues                                $                - $             -      $             -  $                -

  Costs and expenses:
  General and administrative                         1,200          155,334              72,700             317,009
  Interest expense                                 108,748           31,958             289,744             223,405
                                        ------------------ ----------------  ------------------  ------------------

     Net Loss from Continuing
        Operations                                (109,948)        (187,292)           (362,444)           (540,414)
                                        ------------------ ----------------  ------------------  ------------------

Discontinued operations:
Income (Loss) from operations of
   discontinued operations                               -         (250,541)                  -            (718,884)

Loss on disposal of
   discontinued operations                               -                -                   -                   -
                                        ------------------ ----------------  ------------------  ------------------

     Net Income (loss) from
       discontinued operations                           -         (250,541)                  -            (718,884)
                                        ------------------ ----------------  ------------------  ------------------

Net Income (Loss)                       $         (109,948)$       (437,833) $         (362,444) $       (1,259,298)
                                        ================== ================  ==================  ==================

Weighted Average
Shares Outstanding                              79,516,835       78,726,725          79,516,835          75,525,122
                                        ================== ================  ==================  ==================

Loss per Common Share                   $                - $         (0.01)  $                -   $          (0.02)
                                        ================== ================  ==================  ==================



</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,
                                                          -------------------------------------
                                                                2002                2001
                                                          -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
<S>                                                       <C>                <C>
   Net Income (Loss)                                      $        (362,444) $         (540,414)
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Increase (decrease) in accounts payable                         1,200              16,849
      Increase (decrease) in accrued expenses                       361,244             238,999
                                                          -----------------  ------------------
  Net Cash Used in continuing operations                                  -            (284,566)
                                                          -----------------  ------------------

Cash flows from discontinued operations                                   -          (1,028,836)
                                                          -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of investment                                                 -            (250,000)
Increase in deposits                                                (24,000)                  -
                                                          -----------------  ------------------
Net cash provided by (used) investing activities                    (24,000)           (250,000)
                                                          -----------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Borrowing on line of credit                                               -             577,157
Other increases in long-term debt                                         -             771,245
Increase in payable to shareholder                                   24,000                   -
Common stock issued for cash                                              -             215,000
                                                          -----------------  ------------------
Net Cash Provided by
  Financing Activities                                               24,000           1,563,402
                                                          -----------------  ------------------

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                                                $              -    $        223,404
  Franchise and income taxes                              $              -    $              -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:

On March 1, 2001, the Company  purchased Easy Soft  International,  Inc.  ("Easy
Soft").  The purchase price was 5,625,000 shares of common stock in exchange for
assets valued at $580,596  (receivables  in the  approximate  amount of $95,665,
equipment and other assets of $5,181 and goodwill of $479,750) less  liabilities
of $9,305.

On March 27,  200l the Company  purchased  certain  assets of Technet  Computers
Services, Inc. and Networkland,  Inc. for 7,800,000 shares of common stock and a
10% note payable of $700,000 in exchange for which the Company  received  assets
valued at  $1,794,748 ( receivables  $1,553,273,  inventory  $27,067,  equipment
$20,417,  goodwill $192,671 and other assets $1,320) and assumed  liabilities of
$688,029.

In April 2001, the Company settled  approximately  $120,000 in disputed  charges
with a third  party for  $17,000  in cash and  900,000  shares of the  Company's
common stock.

















                 See accompanying notes and accountants' report.



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

The  accompanying  financial  statements  have  been  prepared  on the  basis of
accounting  principles  applicable to a "going  concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

Several conditions and events cast doubt about the Company's ability to continue
as a "going  concern".  The Company  has  incurred  net losses of  approximately
$362,000  for  the  nine  months  ended   September   30,  2002  and  losses  of
approximately  $4,505,000  for the year ended December 31, 2001, has a liquidity
problem,  and  requires  additional  financing  in order to finance its business
activities on an ongoing  basis.  The Company is actively  pursuing  alternative
financing and has had discussions  with various third parties,  although no firm
commitments have been obtained.

The  Company's  future  capital  requirements  will depend on  numerous  factors
including,  but not limited to,  continued  progress in developing its products,
and market penetration and profitable  operations from its software  development
outsourcing,  web  development,  custom  software  development,  network systems
integration and management.

These financial statements do not reflect adjustments that would be necessary if
the  Company  were unable to continue  as a "going  concern".  While  management
believes that the actions  already  taken or planned,  will mitigate the adverse
conditions  and  events  which  raise  doubt  about the  validity  of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

If the Company were unable to continue as a "going  concern",  then  substantial
adjustments  would be necessary to the carrying  values of assets,  the reported
amounts of its liabilities,  the reported revenues and expenses, and the balance
sheet classifications used.

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.

Nature of Business

The Company has ceased all  operations  except to attempt to settle  liabilities
and  to  seek  a new  business  opportunity.  Currently,  the  Company  has  not
determined which industry to pursue  opportunities and will not do so until such
time as those  uncertainties  presently  facing the  Company are  resolved.  The
Company's   previous   lines  of  businesses   included   software   development
outsourcing,  web  development,  custom  software  development,  network systems
integration and management.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting  policies for CBQ, Inc. and Subsidiaries is presented
to assist in understanding the Company's consolidated 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, 2002 and for the three
month and nine month periods ended  September 30, 2002 and 2001 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.

Principles of Consolidation

The consolidated financial statements for the three months and nine months ended
September 30, 2002 and 2001 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").

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.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
----------------------------------------------------------------

Loss per Share

The  reconciliations  of the numerators and  denominators  of the basic loss per
share computations are as follows:
<TABLE>
<CAPTION>

                                                              Income              Shares             Per-Share
                                                           (Numerator)         (Denominator)           Amount
                                                        ------------------  -------------------  ------------------
                                                               For the Three Months Ended September 30, 2002
                                                        -----------------------------------------------------------
Basic Income per Share
<S>                                                     <C>                 <C>                  <C>
Income to common shareholders                           $         (109,948)          79,516,835  $               -
                                                        ==================  ===================  ==================

                                                               For the Three Months Ended September 30, 2001
                                                        -----------------------------------------------------------
Basic Loss per Share
Loss to common shareholders                             $         (437,833)          78,726,725  $           (0.01)
                                                        ==================  ===================  ==================

                                                                            ===================  ==================
                                                               For the Nine Months Ended September 30, 2002
                                                        --------------------===================--==================
Basic Income per Share
Income to common shareholders                           $         (362,444)          79,516,835  $                -
                                                        ==================  ===================  ==================

                                                               For the Nine Months Ended September 30, 2001
                                                        -----------------------------------------------------------
Basic Loss per Share
Loss to common shareholders                             $       (1,259,298)          75,525,122  $           (0.02)
                                                        ==================  ===================  ==================

</TABLE>

The effect of outstanding  common stock  equivalents  would be anti-dilutive for
September 30, 2002 and 2001 and are thus not considered.

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.

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.





<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
----------------------------------------------------------------

Reclassifications

Certain  reclassifications  have been made in the September  30, 2001  financial
statements to conform with the September 30, 2002 presentation.

NOTE 3 - 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 4 - LINE OF CREDIT

Quantum Group has an  outstanding  balance of $577,157  under its line of credit
payable to a bank at September  30, 2002 with  interest at the bank's prime rate
or LIBOR  plus  2.5%  which  expired  on April 1,  2001.  The line of  credit is
collateralized by substantially  all of the company's assets,  and is personally
guaranteed by certain of the company's officers and stockholders.

The line of credit agreement with the bank contains various covenants pertaining
to maintenance of certain debt coverage and leverage  ratios.  In addition,  the
agreement  restricted entrance into any merger or acquisition  agreement without
prior written  consent of the bank. At September 30, 2002 the company was not in
compliance  with the covenants.  Under the terms of the agreement,  the bank may
call the loan if the company is in violation of any restrictive covenant.

NOTE 5 - PREFERRED STOCK OF SUBSIDIARY

Quantum Group has two classes of preferred stock outstanding.  Class B preferred
stock  has  no  dividend  rights  and an  aggregate  liquidation  preference  of
$250,000.  Class C preferred  stock has total stated amount of $275,000.  All of
the Class C  preferred  stock has 8%  cumulative  dividend  rights on the stated
amount, which aggregates $275,000. Dividends on the Class C preferred stock were
last declared and paid during the third quarter of 2000.

NOTE 6 - LEASES

As of September 30, 2002 all  activities  of the Company have been  conducted 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.



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 7 - LONG-TERM DEBT

Long-term  debt at  September  30, 2002 and  December  31, 2001  consists of the
following:
<TABLE>
<CAPTION>


                                                                    September 30,       December 31,
                                                                        2002                2000
                                                                 ------------------- ------------------

Note payable, bank, with interest at 8.66%,
  payable in monthly installments of principal
<S>                                                              <C>                 <C>
  of $5,555 plus interest through April 30, 2003                 $           144,384 $          144,384

Capital lease obligations, at interest rates
  ranging from 4.90% to 14.17%, payable in monthly
  installments of $3,461 through the maturity dates
  ranging from November 2000 to February 2004                                      -                  -

Subordinated debenture due in monthly installments
  of 12% interest only until April 30, 2003; 13.5%
  beginning May 1, 2003; 14% beginning May 1, 2004
  and continuing thereafter.  Beginning May 1, 2002
  monthly principal installments of $20,000 are due
  until maturity on April 30, 2006                                         1,476,076          1,476,076

Subordinated debenture due in monthly installments
  of 12% interest only until December 31, 2001;
  13% beginning October 1, 2001; 14% beginning
  October 1, 2002 and continuing thereafter.
  Principal and any unpaid interest due at
  maturity date on October 1, 2005                                           500,000            500,000

Note payable, with interest of 10% payable in
  Quarterly installments of interest only.
  Principal and any unpaid interest due at
  maturity date on March 1, 2004                                             740,000            740,000
                                                                 ------------------- ------------------

                                                                           2,860,460          2,860,460

      Less amounts due within one year                                     2,860,460          2,860,460
                                                                 ------------------- ------------------

                                                                 $                 -  $               -
                                                                 =================== ==================
</TABLE>
<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 8 - DUE TO SHAREHOLDERS

     Due to shareholders at September 30, 2002 and December 31, 2001 consists of
the following:

<TABLE>
<CAPTION>

                                                                    September 30,       December 31,
                                                                        2002                2001
                                                                 ------------------- ------------------

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 $           50,000

Advances, unsecured, non-interest bearing,
due on demand                                                                 89,000             65,000
                                                                 ------------------- ------------------

                                                                 $           139,000 $          115,000
                                                                 =================== ==================
</TABLE>


NOTE 9 - PREFERRED STOCK

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

42,000  shares at the greater of $11.905 per share or the traded market value of
the preferred  stock on or before  October 23, 2001 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

NOTE 10 - CONTINGENCIES

CBQ,  Inc. had an agreement  with a funding  source to sell certain  receivables
with  recourse.  In the  event  of  the  customer's  default  the  company  must
repurchase the receivables from the funding source. As of December 31, 2001, the
company  is  contingently  liable in the  amount of  $935,275  relating  to such
receivables  sold with recourse.  In November,  2001 the funding source sued the
Company,  several  of its  subsidiaries  and on  officer  of the  Company in the
Superior Court of New Jersey,  Bergen County, Case No.  BER-L-9684-01,  alleging
the  sum of  $935,275.25  was  due  from  the  defendants  under  the  factoring
arrangement.  The Company and the remaining  defendants have filed an answer and
are vigorously  defending the action.  Management feels there is no merit to the
claims.

In September,  2001, a confession  of judgement was entered  against the Company
and several of its  subsidiaries  by the Circuit  Court in  Annapolis,  Maryland
(Case No. C-2001-74735), in favor of


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ---------------------------------------------------------------
                                   (Continued)

NOTE 10 - CONTINGENCIES (continued)

Allegiance  Capital  Limited  partnership.  The  confession was in the amount of
$1,976,076.04, plus attorneys's fees of $296,411.41 and prejudgement interest in
the amount of $802.75 per day after September 25, 2001,  until the date of entry
of final  judgement.  This suit was based on loans which  Quantum  had  obtained
prior to being  acquired by the  Company,  all of which were  guaranteed  by the
Company and its subsidiaries,  as well as several individuals. The amount of the
judgement has been  included in the financial  statements as part of the current
portion of long-term debt and accrued expenses.

On October  15,  2001,  Anthony M.  Sanders  sued the Company and several of its
former  affiliates,  in the United  States  District  Court for the  District of
Maryland (Northern Division).  The case number is MJG 01 CV 3062. Mr Sanders was
a former officer, director and controlling shareholder of Quantum Technology who
transferred his interest to the Company.  The gravaman of Mr. Sanders' complaint
is that the Company  failed to redeem  preferred  shares in Quantum  held by Mr.
Sanders.    Mr.   Sanders   is   claiming   breach   of   contract,    negligent
misrepresentation,  intentional  infliction of emotional distress and securities
violations  against the Company for this failure.  Management  feels there is no
merit to Mr. Sanders'  allegations as against the Company and that the complaint
as filed is  completely  groundless.  The  Company has elected not to defend the
case insofar as the Maryland  court has no  jurisdiction  over this matter as it
pertains to the  Company and any  judgement  obtained  by Mr.  Sanders  would be
unenforceable against the Company.

NOTE 11 - DISCONTINUED OPERATIONS

The Company closed its operations  including CBQ Networkland,  Inc., CBQ Technet
Computer Services, Inc., and Quantum Group and its subsidiaries.  The Company is
attempting to negotiate  settlement of  liabilities  and will likely abandon any
remaining assets.

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 and its Subsidiaries:

Beginning  in late 2001 and  continuing  through  early 2002,  we entered into a
series of  transactions  that we believed would result in our resuming  business
operations,  although in a significantly  different industry and manner than the
traditional industries in which we had operated. Those transactions included the
following:

o    The Board of Directors  decided to  discontinue  the retail  portion of the
     business.  The Company did not proceed with the development of any software
     business in Asia.  Similarly the Company  decided not to operate any retail
     business related to sale or and servicing of computer products. The Company
     began focusing on  opportunities  in the information  technology  industry.
     These latter efforts were not successful and, as a result,  the Company was
     forced to cease all operations in the third quarter of 2002.

o    In  November,  2001,  the  Company  entered  into a  relationship  with  an
     unaffiliated  third  party to assist it in dealing  with the  events  which
     transpired  during the latter half of 2001 and to assist in the development
     and implementation of a viable business plan for the Company. These efforts
     were not successful and, consequently, the Company ceased all operations in
     the third quarter of 2002.

o    As of the date of this  filing,  the Company  had filed  answers to all law
     suits to which it had a  defense;  however,  the  Company no longer has any
     funds to further defend itself;  therefore, the Company is uncertain of the
     ultimate  outcome of the  litigation  pending  against  it. The Company has
     identified its debts,  most of which are at the subsidiary level, and is in
     the process of  negotiating  a spun off to existing  shareholders  of these
     subsidiaries  in return for stock.  This will  eliminate a large amount and
     number of debts;  however,  the majority in amount of debt is owed to a few
     large creditors,  none of whom have indicated any willingness at present to
     work an  accommodation  for the  satisfaction of this debt. The Company has
     worked an agreement to satisfy its  obligations  to its auditors and is now
     in the process of determining the appropriate  structure in which to pursue
     subsequent business opportunities, although management seriously doubts the
     ability of the Company to pursue any business opportunities until such time
     as the capital and debt structures of the Company are adequately  redefined
     and satisfied to attract an opportunity.

o    The Company has not determined which industry to pursue  opportunities  and
     will not do so until such time as those uncertainties  presently facing the
     Company are resolved.

All of the executive  officers and directors of the Company and its subsidiaries
have either resigned


<PAGE>



or been  removed from office for failure to appear at meetings as of the date of
this report,  with the  exception of Mr.  Richard  Gregory,  who is now the sole
executive officer and director of the Company.

Results of Operations

Plan of  Operations - The Company was  originally  organized  for the purpose of
creating a corporate  vehicle to seek,  investigate  and, if such  investigation
warranted,  acquire an interest in one or more business opportunities  presented
to it by persons or firms who or which desired to seek the perceived  advantages
of a publicly held corporation.  This, again, is the purpose of the Company.  If
the Company is successful in the  implementation of this plan, it is anticipated
that  the  Company  would  incur  significant  acquisition  costs  and  issue  a
significant number of shares.

The Company does not have sufficient funds to provide for any opportunity. If an
opportunity  is found,  this would,  in all  likelihood,  require the Company to
either seek debt or equity financing from third parties.  This would require the
Company to give up a substantial  portion of its capital.  There is no assurance
that the Company will be able either to obtain additional  financing or interest
third parties in providing  funding for the further  development,  marketing and
manufacturing of any opportunity acquired.

Results of Operations - The Company,  had no  operations  during 2001 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.

Capital Resources and Liquidity

The  Company,  has not  generated  any cash flows from  operating  or  investing
activities since it closed its operations at its subsidiaries. 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.  The Company is presently
seeking alternative sources of capital.

The Company expects 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-Q,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:



<PAGE>



     (i) this Quarterly  Report on Form 10-Q 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-Q, and

     (ii) the financial statements,  and other financial information included in
     this Quarterly Report on Form 10-Q, 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-Q.

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  regards  to  significant
deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is  presently a party to several law suits.  The  material law suits
are:

Allegiance  Capital:  In September,  2001, a confession of judgement was entered
against  the Company and  several of its  subsidiaries  by the Circuit  Court in
Annapolis,  Maryland (Case No. C-  2001-74735),  in favor of Allegiance  Capital
Limited  Partnership.  The confession was in the amount of  $1,976,076.04,  plus
attorneys's  fees of  $296,411.41  and pre  judgement  interest in the amount of
$802.75  per day  after  September  25,  2001,  until the date of entry of final
judgement.  This suit was based on loans  which  Quantum,  a  subsidiary  of the
Company,  had obtained prior to being acquired by the Company, all of which were
guaranteed by the Company and its subsidiaries,  as well as several individuals,
including John Moran, Gino Manna, Raymond Kostkowski, Anne Sigman and J. Patrick
Dowd.  Pursuant  to  an  Inter-Creditor  Agreement  between  Suntrust  Bank  and
Allegiance Capital,  Allegiance  Capital's claims are subordinate to such claims
as Suntrust Bank may have against the Company.

Platinum Funding: In November,  2001, Platinum Funding Corp. (Platinum) sued the
Company, several of its subsidiaries,  and Mr. Bart Fisher in the Superior Court
of New Jersey, Bergen County, Case No.  BER-L-9684-01,  alleging that the sum of
$935,275.25  being due from the defendants under a factoring  arrangement  which
Platinum claims to have existed.  The Company and the remaining  defendants have
filed an answer and are vigorously defending the action.  Management feels there
is no merit to the claims.

Anthony M. Sanders: On October 15, 2001, Anthony M. Sanders sued the Company and
several of its former affiliates,  including Raymond  Kostkowski,  in the United
States District Court for the District of Maryland (Northern Division). The case
number  is MJG 01 CV 3062.  Mr.  Sanders  was a  former  officer,  director  and
controlling  shareholder of Quantum  Technology who  transferred his interest to
the Company.  The gravamen of Mr. Sanders'  complaint is that the Company failed
to


<PAGE>



redeem preferred shares in Quantum held by Mr. Sanders.  Mr. Sanders is claiming
breach of  contract,  negligent  misrepresentation,  intentional  infliction  of
emotional distress and securities violations for this failure.  Management feels
there is no merit to Mr. Sanders' allegations and that the complaint as filed is
completely groundless. The Company has elected not to defend the case insofar as
the  Maryland  court has no  jurisdiction  over this  matter  and any  judgement
obtained by Mr. Sanders would be unenforceable against the Company.

Suntrust  Bank line of credit and term note:  Quantum  had a $4 million  line of
credit  with  Suntrust,  which was  guaranteed  by five  individual  guarantors,
including Ray Kostkowski,  Anne Sigman,  Skip Lewis, and Anthony Saunders.  This
line of credit was established  prior to the Company  acquiring this subsidiary.
Quantum  used  approximately$1.3  million of this line of credit in addition and
also  obtained a $200,000  term loan from  Suntrust.  Suntrust is  attempting to
collect the foregoing amounts,  as well as interest,  costs and attorneys' fees,
from the  individual  guarantors.  Suntrust  has not sued  the  Company  but has
threatened  to sue. It is the  position of the Company  that it does not owe the
money to Suntrust.

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/Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

The  following exhibits are included as part of this report:

Exhibit Number   Title of Document



99.1 Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification  Pursuant
     to 18 U.S.C.  Section  1350,  As Adopted  Pursuant  to Section  906 of the
     Sarbanes-Oxley Act of 2002.

99.2 Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification  Pursuant
     to 18 U.S.C.  Section  1350,  As Adopted  Pursuant  to Section  906 of the
     Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10-QSB.

                                   SIGNATURES



<PAGE>



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 11th day of November, 2002.

CBQ, Inc.

/s/ Richard Gregory
Richard Gregory, Chief Executive Officer
and Chief Financial Officer

November 11, 2002





































<PAGE>



I, Richard Gregory, certify that:

1.   I have reviewed this quarterly report on form 10-QSB of CBQ, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit 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.

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange act rules 13a-14 and 15d-14) for the registrant and have:

     A)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     B)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "evaluation date"); and

     C)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the evaluation date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     A)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     B)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 11, 2002

/s/ Richard Gregory
Richard Gregory
CEO
(Principal Executive Officer)


<PAGE>


I, Richard Gregory, certify that:

1.   I have reviewed this quarterly report on form 10-QSB of CBQ, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit 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.

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange act rules 13a-14 and 15d-14) for the registrant and have:

     A)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     B)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "evaluation date"); and

     C)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the evaluation date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     A)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     B)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 12, 2002

/s/ Richard Gregory
Richard Gregory
CFO
(Principal Financial and Accounting Officer)


<PAGE>