SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT #1 TO
                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the quarterly period ended: March 31, 1999

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _________________ to __________________

Commission file number: 33-14707-NY

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


           Colorado                                             84-1047159
--------------------------------                          ---------------------
  (State or other jurisdiction                               (I.R.S. employer
of incorporation or organization)                         identification number)

    6300 Ridgelea Place, Ste. 600                                 76116
---------------------------------------                           ------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, including area code: (817) 737-6100

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: As of May 24, 1999, there were
approximately 26,406,532 shares outstanding.

<PAGE>


I. PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                            CBQ, Inc. and Subsidiary
                        (formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                                 BALANCE SHEETS

                                                      March 31,     December 31,
                                                        1999            1998
                                                        ----            ----
                                                     (Unaudited)
Assets:

Current Assets:
 Cash                                                 $  22,418       $  97,907
 Accounts Receivable                                      9,898            --
 Other Current Assets                                     7,258           4,998
                                                      ---------       ---------
Total Current Assets                                  $  39,574       $ 102,905
Equipment, at cost (net at March 31)
 Computers and related equipment                        212,206          68,905
 Furniture and fixtures                                   8,214           5,954
 Software                                                 5,289            --
                                                      ---------       ---------
                                                        225,709          74,859
 Less accumulated depreciation                           65,960          38,960
                                                      ---------       ---------
                                                        159,749          35,899
Other assets (net):
 bid4it technology,                                      28,125          37,500
 Organization costs                                       3,965             667
 Goodwill                                               297,053          48,000
 Deposits                                                  --             7,259
                                                      ---------       ---------
Total Assets                                          $ 528,466       $ 232,230
                                                      =========       =========
Liabilities and Stockholders' Equity :
Current Liabilities:
 Accounts payable                                       104,273       $ 105,918
 Accrued royalties                                       50,000          79,382
 Accrued expenses, other                                 13,870          31,203
 Deferred revenues                                       52,121            --
 Deposit                                                  2,500           2,500
 Officer Advances                                          --             2,575
 Sales Tax Payable                                        2,581            --
                                                      ---------       ---------
Total Current Liabilities                             $ 225,345       $ 221,578
                                                      =========       =========

Long-term liabilities:
 Notes Payable to Bank                                   14,026            --
 Royalties                                               79,382            --
 Notes to shareholders                                   73,887            --
                                                      ---------       ---------
Total Long-term liabilities                             167,295            --
                                                      =========       =========
Stockholders' Equity:

 Preferred stock, 70,000 shares issued                       70              70
 Common stock, issued 20,275,332                          3,640           2,640
   issud at December 31, 21,275,332
   issued at March 31
 Additional paid-in capital                             470,425         209,682
 Accumulated deficit                                   (338,309)       (201,740)
                                                      ---------       ---------
Total stockholders' equity (deficit)                   (135,826)         10,652
                                                      ---------       ---------
Total liabilities and stockholders'
  equity (deficit)                                    $ 528,466       $ 232,230
                                                      =========       =========


See accompanying Notes to Financial Statements

<PAGE>


                            CBQ, Inc. and Subsidiary
                        (formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                   Three Months Ended March 31,
                                                 -------------------------------
                                                     1999               1998
                                                     ----               ----
Revenues                                         $     18,852       $       --
Costs and expenses
 Costs of revenues                                      7,232               --
 Sales and marketing                                   19,070               --
 General and administrative                           106,063               --
 Depreciation and amortization                         21,209               --
 Interest expense                                       1,847               --
                                                 ------------       ------------
                                                      155,421               --

Net income (loss)                                    (136,569)              --
Net income (loss) per common share                          *                  *

Weighted average number of
     common shares outstanding                     20,278,432          2,075,325

* Less than $.01 per share


See accompanying Notes to Financial Statements

<PAGE>

                            CBQ, Inc. and Subsidiary
                        (formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                           1999        1998
                                                           ----        ----
OPERATING ACTIVITIES:
  Net (loss)                                             (136,569)      --

Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
  Depreciation and amortization                            21,209       --
  Increase in accounts receivable                          (2,075)      --
  Increase in other current assets                         (2,260)      --
  Decrease in deposits receivable                           7,259       --
  Decrease in accounts payable                            (23,043)      --
  Increase in royalties payable                            50,000       --
  Decrease in other accrued expenses                      (24,322)      --
  Increase in deferred revenues                             7,434       --
  Decrease in officer advances                             (2,575)      --
  Decrease in sales tax payable                              (941)      --
                                                        ---------       --
Net cash used in operating activities                    (105,883)      --

INVESTING ACTIVITIES:
  Net assets acquired in acquisition of
      Reliance Technologies, Inc.                        (261,178)      --
                                                        ---------       --
  Net cash used in operating activities                  (261,178)

FINANCING ACTIVITIES:
  Restricted common stock issued in
    acquisition of Reliance Technologies                  261,743       --
  Loans from shareholders                                  30,355       --
  Repayment of notes payable                                 (526)      --
                                                        ---------       --
  Net cash used in operating activities                   291,572       --
                                                        ---------       --

NET INCREASE (DECREASE)
   IN CASH AND CASH EQUIVALENTS                           (75,489)      --

CASH AND CASH EQUIVALENTS
  BEGINNING OF PERIOD                                      97,907       --
                                                        ---------       --
  END OF PERIOD                                         $  22,418       --
                                                        =========       ==


See accompanying Notes to Financial Statements

<PAGE>


                            CBQ, Inc. and Subsidiary
                        (formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

Basis of  Presentation:  In the opinion of management of CBQ, Inc.  (CBQI or the
Company),  the accompanying  consolidated  financial statements,  which have not
been audited by independent  certified public accounts,  contain all adjustments
necessary  to present  fairly the  Company's  consolidated  financial  position,
results of its  operations,  and its cash flows for the  periods  reported.  The
consolidated  finanial  statements  contain the  accounts of the Company and its
subsidiaries.  The  statement  of  operations  reflects  the results of Reliance
Technologies,  Inc.,  and its  subsidiaries  for the period  from March 15, 1999
(date of acquisition) to March 31, 1999. All significant  intercompany  balances
and transactions  have been eliminated.  The results of operations for the three
months  ended  March 31,  1999 and 1998 are not  necessarily  indicative  of the
results to be expected for a full year.

Note 1.  Organization  and Nature of  Business:  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.  Since  inception,  the Company  has been in the  development  stage.  The
Company's  primary  intended  activity is to engage in all aspects of review and
evaluation of private companies,  partnerships or sole  proprietorships  for the
purpose of completing mergers or acquisitions with the Company, and to engage in
mergers and  acquisitions  with any or all  varieties  of private  entities.  On
November 18, 1999, the Company acquired a wholly-owned  subsidiary,  CyberQuest,
Inc., which had recently  purchased the assets and business of CyberQuest,  Ltd.
The  Company  on March  15,  1999,  acquired  all of the  outstanding  shares of
Reliance Technologies, Inc., a privately-held Texas corporation (Reliance), in a
tax free  exchange.  Reliance was acquired  solely for the issuance of 1,000,000
restricted common shares of the Company. A a result of these  acquisitions,  the
Company is now a full service  internet  development  company,  specializing  in
developing,  implementing and maintaining creative business WebSites, Commercial
Sites and Database Development.

CyberQuest  has also  developed  a straight  forward  method  that  frees  small
business  from having to integrate and develop  significant  amounts of software
and manage the internet  site.  The Company's  internet  sites,  goodstuffcheap,
bid4it and shop4it.com allow clients to place their products and services on the
Internet quickly and inexpensively  and to begin  transacting  commerce over the
Net.

Note 2. A summary of significant  accounting  policies is currently on file with
the U.S.  Securities and Exchange  Commission in registrant's  previous  filings
under the Exchange Act.

Note 3. The loss per share was  computed  by dividing  net loss by the  weighted
average number of shares of common stock outstanding during the period.

Note 4. Registrant has not declared or paid dividends on its common shares since
inception.

Note 5. The  accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

Note 6. Income taxes have not been provided for in that registrant has not had a
tax liability from inception  through the date of this filing,  due to operating
losses.

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This report  contains  certain  forward-looking  statements  with respect to the
Company's  operations,  financial  condition  and  liquidity.  These  statements
reflect management's best assessment of a number of risks and uncertainties. The
Company's results could differ materially from the results  anticipated in these
forward looking  statements as a result of a number of factors described in this
report  and other  risks  described  in the  Company's  other  filings  with the
Securities and Exchange Commission.

Results of Operations: The Company had no operations until the fourth quarter of
1998, when it acquired CyberQuest,  as previously reported.  Accordingly,  there
were no operations  in the first quarter of 1998 to compare with the  operations
of the corresponding quarter of the current year. On March 15, 1999, the Company
acquired  all of the  outstanding  shares  of  Reliance  Technologies,  Inc.,  a
privately-held Texas corporation ("Reliance"),  in a tax free exchange. Reliance
was acquired solely for the issuance of 1,000,000  "restricted" common shares of
the Company.  Revenues  for the first three months of 1999  amounted to $18,852,
which was entirely attributed to the operations of Reliance from March 15, 1999,
through  March 31,  1999.  This income was  realized  from  consulting  fees and
charges  for  providing  internet  services.  Costs of  revenues  of $7,232 were
primarily  incurred  by  Reliance  and its  subsidiary  in  connection  with its
operations as an internet  service  provider.  Sales and  marketing  expenses of
$19,070 were  incurred by the Company and its  subsidiaries  in promoting  their
various  activities  in the area of internet  auctions  and  internet  services.
General and administrative expenses amounted to $106,063,  which included salary
expenses,  the expenses of running the Company's office in Dallas, and legal and
professional fees.

On 14, 1999, the Company acquired all of the outstanding  shares of Priority One
Electronic  Commerce  Corporation,  a privately-held  Pennsylvanian  corporation
("POECC"), in a tax free exchange. POECC was acquired solely for the issuance of
900,000  "restricted"  common  shares  of the  Company.  Concurrently  with  the
closing, the Company engaged the president of POECC, Mr. Sidney Lieberman,  as a
consultant.  Mr.  Lieberman,  in  accordance  with the  terms of his  consulting
agreement was granted an option to acquire  100,000 common shares of the Company
at the market price  therefor on the date of closing,  which was  then$3.00  per
share.  The common  shares  which the  Company  optioned to Mr.  Lieberman  upon
exercise of his option will be registered  under the Securities Act of 1933. Mr.
Lieberman also serves on the board of directors for the Company.

On May 11, 1999, the Company acquired 19% of the outstanding  interest of Global
Logistics  Partners,  LLC, a  privately-held  Texas  limited  liability  company
("GLP"),  in a tax free  exchange.  This  interest was acquired  solely for the
issuance of 4,233,200  "restricted"  common  shares of the Company.  Concurrenty
with the closing,  Mr. Richard  Williamson  assumed the positions of Chairman of
the Board of  Directors,  CEO and  President  of the  Company,  and GLP  assumed
operational control of the Company.

Liquidity:  The Company has not generated  material cash flows from operating or
investing  activities since inception.  Operating capital was primarily provided
from inception  through 1987 from the proceeds of an initial  funding prior to a
public offering and then from the public offering  itself.  The Company then was
extended  credit  through  a former  officer  and  director,  all of  which  was
subsequently converted to common stock. The Company, during the period at issue,
received proceeds from loans from certain shareholders. After the period covered
by this  report,  the  Company  acquired  its  interest in GLP and GLP agreed to
provide  managerial  support  to the  Company  and to use its  best  efforts  to
perpetuate the business of the Company.

<PAGE>


PART II - OTHER INFORMATION

Item 1. Litigation:  No material legal  proceedings to which the Company (or any
officer or  director  of the  Company,  or any  affiliate  or owner of record or
beneficially  of more than five  percent of the Common  Stock,  to  management's
knowledge)  is a party or to which the  property  of the  Company  is subject is
pending and no such material proceeding is known by management of the Company to
be contemplated.

Item 2. Change in Securities: This item is not applicable to the Company for the
period covered by this report.

Item 3.  Defaults  Upon Senior  Securities:  This item is not  applicable to the
Company for the period covered by this report.

Item 4.  Submission  of Matters  to a Vote of  Security  Holders:  There were no
meetings of security  holders  during the period  covered by this report;  thus,
this item is not applicable.

Item 5. Other Information:  There is no additional information which the Company
is electing to report under this item at this time.

Item 6.  Exhibits  and Reports on Form S-K: No reports on Form 8-K were filed by
the Company during the period covered by this report.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 24th day of May, 1999.

CBQ, INC.
(Registrant)

By: /s/ Richard Williamson
--------------------------
Richard Williamson, President and
Chief Executive Officer


By: /s/ Robert W. Hampton
--------------------------
Robert W. Hampton,Chief Financial
and Accounting Officer and Treasurer


<PAGE>


Exhibits:
---------
  10.1         Reliance Acquisition Contract

  10.2         Priority One Acquisition Contract

  10.3         Global Logistics Partners Acquisition Contract