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:         June 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.)

               655 15th Street NW, Ste 460, Washington, D.C. 20005
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                              (202) 659-2979 ext 11
               --------------------------------------------------
                            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: August 14, 2002 Approximately
79,621,299 shares

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








































<PAGE>




                                    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 June 30, 2002 and December 31, 2001 and the related
consolidated  statements  of  operations  for the three and six  months and cash
flows for the six month periods ended June 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
August 17, 2002


<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                  June 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)
                                                                  June 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                                             692,451         692,451
   Accrued expenses                                                    769,852         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                                      6,351,160       6,074,664
                                                               ---------------  --------------

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

      Total non-current liabilities                                    525,000         525,000

         Total Liabilities                                           6,876,160       6,599,664
                                                               ---------------  --------------

Stockholders' Deficit:
   Preferred Stock, par value $.001 per share
      Authorized  100,000,000  shares,
      70,000 shares issued and outstanding at
      March 31, 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 June 30, 2002
      and December 31, 2001                                              7,952           7,952
   Additional paid-in capital                                        3,518,141       3,518,141
   Accumulated deficit                                             (10,128,323)     (9,875,827)
                                                               ---------------  --------------

     Total Stockholders' Deficit                                    (6,602,160)     (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 Six Months
                                        Ended June 30,                 Ended June 30,
                                 ----------------------------- -------------------------------
                                      2002           2001           2002             2001
                                 -------------- -------------- ---------------  --------------
Continuing operations:

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

  Costs and expenses:
  General and administrative             35,000        296,011          71,500         352,118
  Interest expense                      108,748        100,524         180,996         189,437
                                 -------------- -------------- ---------------  --------------

     Net Loss from Continuing

        Operations                     (143,748)      (396,535)       (252,496)       (541,555)
                                 -------------- -------------- ---------------  --------------

Discontinued operations:
Income (Loss) from operations of
   discontinued operations                    -       (345,822)              -        (279,910)

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

     Net Income (loss) from

       discontinued operations                -       (345,822)              -        (279,910)
                                 -------------- -------------- ---------------  --------------

Net Income (Loss)                $     (143,748)$     (742,357)$      (252,496) $     (821,465)
                                 ============== ============== ===============  ==============

Weighted Average

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

Loss per Common Share            $            - $        (0.01)$             -  $        (0.01)
                                 ============== ============== ===============  ==============
</TABLE>










                       See accompanying notes and accountants' report.


<PAGE>


                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                         (Unaudited)
                                                  For the six months ended
                                                          June 30,
                                               -------------------------------
                                                    2002            2001
                                               --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
<S>                                            <C>             <C>
   Net Income (Loss)                           $      (252,496)$      (821,465)
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Increase (decrease) in accounts payable                -        (157,719)
      Increase (decrease) in accrued expenses          252,496         277,429
                                               --------------- ---------------
  Net Cash Used in continuing operations                     -        (701,755)
                                               --------------- ---------------

Cash flows from discontinued operations                      -         524,362
                                               --------------- ---------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:

Other decreases in long-term debt                            -         (12,045)
Repayment of notes payable to shareholder                    -         (25,562)
Increase in payable to shareholder                      24,000
Common stock issued for cash                                 -         215,000
                                               --------------- ---------------
Net Cash Provided by

  Financing Activities                                  24,000         177,393
                                               --------------- ---------------

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                     $             - $        63,675
  Franchise and income taxes                   $             - $             -

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 SIX MONTHS ENDED JUNE 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  $4,505,000  for the year ended  December  31,  2001 and losses of
approximately  $4,260,000  for the year ended December 31, 2000, 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.

        The Company  ceased its  development  stage with its merger with Quantum
Technology Group, Inc. ("Quantum Group") in August 2000.

Nature of Business

        The  Company's  lines  of  businesses   include   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 SIX MONTHS ENDED JUNE 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 June 30, 2002 and for the three
month and six month periods ended June 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 six  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 ended June 30,
2001  and  2000  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").  Two  subsidiaries  of  Quantum  Group,   Quantum  Technology
Distribution, Inc. ("Quantum Distribution") and dpi Net Solutions, Inc. ("DPI"),
are included in the consolidated financial statements from November 15, 1999 and
April 1, 2000, their respective dates of acquisition by Quantum Group.

        As more fully described in Note 3, the business combinations between the
Company  and  ChinaSoft,  Inc.  ("ChinaSoft")  in January  2000 and  between the
Company  and  Quantum  Group in August  2000 were  accounted  for as poolings of
interests.  Accordingly,  the Company's  consolidated  financial statements have
been restated for all periods to reflect the  consolidated  financial  position,
results of  operations  and cash flows of the  Company,  ChinaSoft  and  Quantum
Group.

All significant intercompany balances and transactions have been eliminated.

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 THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
            ---------------------------------------------------------
                                   (Continued)

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

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.

Inventories

Inventories  are stated at lower of cost or market,  with cost determined on the
first-in, first-out method.

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.

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.

Goodwill

        Goodwill  reflects  the excess of  purchase  prices over the fair market
value  of  assets  acquired  in  the  CyberQuest  reverse  acquisition  and  DPI
acquisition. Goodwill is amortized over a five-year period.

Reclassifications

        Certain  reclassifications have been made in the June 30, 2000 financial
statements to conform with the June 30, 2001 presentation.


<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 30, 2002
                                              ------------------------------------------------
BASIC INCOME PER SHARE

<S>                                           <C>                   <C>         <C>
Income to common shareholders                 $      (143,748)      79,516,835  $            -
                                              ===============  ===============  ==============

                                                  For the Three Months Ended June 30, 2001
                                              ------------------------------------------------
BASIC LOSS PER SHARE

Loss to common shareholders                   $      (742,357)      78,726,725  $       (0.01)
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2002
                                              -----------------===============--==============
BASIC INCOME PER SHARE

Income to common shareholders                 $      (252,496)      79,516,835  $            -
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2001
                                              ------------------------------------------------
BASIC LOSS PER SHARE

Loss to common shareholders                   $      (821,465)      75,525,122  $       (0.01)
                                              ===============  ===============  ==============
</TABLE>

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

Property and Equipment

Property  and  equipment  is  recorded  at cost,  except for assets  acquired in
acquisitions  accounted  for as purchases.  Property and  equipment  acquired in
acquisitions accounted for as purchases are recorded at their fair market values
at the date of  acquisition.  All property and  equipment are  depreciated  on a
straight-line basis with the following useful lives:

    Computers and related equipment    3 years
    Office equipment                   7 years
    Software                           3 years
    Transportation equipment           5 years
    Leasehold improvements             Lesser of 5 years or remaining lease term


<PAGE>

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

NOTE 3 - ACQUISITIONS

        On November  18, 1998,  Freedom  Funding,  Inc., a Colorado  corporation
("FFI"), entered into a reorganization agreement (Reorganization Agreement) with
CyberQuest,   Inc.,  a  Colorado  corporation  (CyberQuest),   as  well  as  the
shareholders  of  CyberQuest,   pursuant  to  which  FFI  acquired  all  of  the
outstanding  proprietary  interest of CyberQuest  in a stock for stock  exchange
which resulted in CyberQuest  becoming a wholly owned  subsidiary of FFI and the
shareholders of CyberQuest  acquiring control of the Company through their stock
ownership. FFI also changed its name to CBQ, Inc. on this date.

        FFI, under the Reorganization Agreement, issued 18,000,000 common shares
and 70,000 shares of the Class A: Redeemable, Convertible Preferred Stock of the
Company  to the  shareholders  of  CyberQuest  in  exchange  for the  issued and
outstanding shares of this subsidiary.

        The  acquisition of CyberQuest  was treated as a reverse  acquisition of
FFI by CyberQuest.  In a reverse  acquisition the  shareholders of a Company own
less than 50% of the post  acquisition  shares.  The  shareholders of CyberQuest
received  approximately  80% of the post  acquisition  shares of the Company and
therefore,  CyberQuest is the accounting  acquirer.  Common stock and additional
paid-in  capital have been  restated to reflect the same ratio as the  Company's
common  stock  and  additional  paid-in  capital  at that  time.  This  business
combination was accounted for as a purchase.

        On March 15, 1999,  the Company  merged with Reliance and its subsidiary
in a tax-free exchange. All of the outstanding shares of Reliance were exchanged
for 1,000,000 restricted common shares of the Company. This business combination
was accounted for as a pooling of interests.

        On April 9, 1999,  the Company  merged with  Priority  One in a tax-free
exchange.  All of the  outstanding  shares of Priority  One were  exchanged  for
900,000 restricted common shares of the Company.  This business  combination was
accounted for as a pooling of interests.

        On November  15, 1999,  Quantum  Group  acquired all of the  outstanding
shares of  Quantum  Distribution  for 250  shares of  Quantum  Group's  Series B
preferred  stock,  valued at  $250,000,  plus  $125,000 in cash.  This  business
combination was accounted for as a purchase.

        On January 14,  2000,  the Company  merged with  ChinaSoft in a tax-free
exchange.  All of  the  outstanding  shares  of  ChinaSoft  were  exchanged  for
30,000,000  restricted common shares of the Company.  This business  combination
was accounted for as a pooling of interests.

        On April 1, 2000  Quantum  Group,  prior to its merger with the Company,
acquired  all of the  outstanding  shares of DPI for  $200,000 in cash,  290,000
shares of Quantum Group's Series A


<PAGE>


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

NOTE 3 - ACQUISITIONS Continued

common stock, 275 shares of Quantum Group's Series C preferred  stock,  plus 550
shares of Quantum Group's Series D preferred  stock.  This business  combination
was accounted for as a purchase, resulting in $972,000 of goodwill that is being
amortized over five years.

        On August  8,  2000,  the  Company  merged  with  Quantum  Group and its
subsidiaries  in a tax- free exchange.  All of the  outstanding  common stock of
Quantum  Group was  exchanged  for  11,508,568  restricted  common shares of the
Company.  This business combination was accounted for as a pooling of interests.
450 shares of Quantum  Group's  Series D  preferred  stock were  converted  into
720,000 shares of the Company's common stock on August 31, 2000.

     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 all of the outstanding preferred and common shares of Easy Soft.

        On March 27,  200l the  Company  purchased  certain  assets  of  Technet
Computer  Services,  Inc. and  Networkland,  Inc. for 7,800,000 shares of voting
common  stock and a 10% note  payable  of  $700,000  in  exchange  for which the
Company received assets valued at $1,106,720.  In addition,  the Company assumed
an $80,000 liability of the Parent, Socrates Technologies Corp, Inc.

NOTE 4 - 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 5 - LINE OF CREDIT

        Quantum Group has an  outstanding  balance of $577,157 under its line of
credit payable to a bank at June 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 June 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.


<PAGE>

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

NOTE 6 - DUE TO SHAREHOLDERS

        Due to  shareholders  at June 30, 2002 and December 31, 2001 consists of
the following:
<TABLE>
<CAPTION>
                                                         June 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 7 - 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 8 - LEASES

        As of June 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.

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


<PAGE>

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

NOTE 10 - LONG-TERM DEBT

Long-term debt at June 30, 2002 and December 31, 2001 consists of the following:
<TABLE>
<CAPTION>
                                                         June 30,      December 31,
                                                           2002            2000
                                                      --------------- --------------
<S>                                                   <C>             <C>
Note payable, bank, with interest at 8.66%,
  payable in monthly installments of principal
  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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001
            ---------------------------------------------------------
                                   (Continued)

NOTE 11 - 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  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 12 - 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.



<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 AND ITS SUBSIDIARIES:

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

o       During the third quarter the Board of Directors  decided to  discontinue
        the retail  portion of the  business.  The Company will not proceed with
        the development of any software business in Asia.  Similarly the Company
        has decided not to operate  any retail  business  related to sale of and
        servicing  of  computer  products.   The  Company  will  concentrate  on
        opportunities in the Information Technology industry.

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.  As of the date of this filing,  CBQI had filed  answers to the
        suits  to  which  it had  defenses,  identified  its  debts,  worked  an
        agreement  to satisfy its  obligations  to its  auditors  and was in the
        process of  determining  the  appropriate  structure  in which to pursue
        subsequent business opportunities.

o       The Company  will  continue  to pursue  opportunities  in the  wireless,
        broadband,   and  consulting  aspects  of  the  Information   Technology
        industry,  and  is  currently  pursuing  growth-  related  opportunities
        related to the development of certain  software  platforms.  The Company
        will  seek  to  develop   international   trade-related   opportunities,
        particularly  with regard to the People's  Republic of China, and United
        States Government procurement opportunities in the


<PAGE>



        Information Technology arena.

        Our  management  believes  these actions had a beneficial  effect on our
financial position.  Some of the transactions  described below occurred,  or are
anticipated  to occur,  after  June 30,  2002,  the  closing  date of the period
covered by this report.  We have included  descriptions of these matters in this
report to provide a more balanced  description of our  operations,  business and
prospects on a going-forward basis.

        CBQ exhibits core competency in the United States Information Technology
software   industry  with   significant   private   industry  and   governmental
relationships  in the People's  Republic of China.  In January 2000,  CBQ merged
with ChinaSoft Inc., the private  industry  partner of the state-owned  software
development  companies.  CBQ may  call  on  ChinaSoft's  substantial  programmer
resources  for contract  software  development  or  outsourcing.  CBQ also works
jointly with a privately owned China based software  development and outsourcing
company with English  language  expertise in both  management  and staff.  These
resources are capable of offering software services in virtually any programming
language to the US. CBQ can deliver  these  services  through  software  product
offerings and  outsourcing  and/or  project  development,  both in the US and in
China.

        CBQ's lines of businesses include software development outsourcing,  web
development,  custom  software  development,  network  systems  integration  and
management.  These lines of business are  reflective  of the  Company's  renewed
focus on these business segments.

        The Company is in the  process of  attempting  to  identify  and acquire
favorable  business  opportunities.  The Company has  reviewed  and  evaluated a
number of business  ventures for possible  acquisition or  participation  by the
Company.  Other than  previously  mentioned the Company has not entered into any
agreement,  nor does it have any  commitment or  understanding  to enter into or
become  engaged in a  transaction  as of the date of this  filing.  The  Company
continues to investigate,  review,  and evaluate business  opportunities as they
become  available  and will  seek to  acquire  or  become  engaged  in  business
opportunities at such time as specific opportunities warrant.

        During the period  covered by this  report,  we  conducted  only minimal
business  operations.  We currently  have no employees.  Certain  administrative
services  relating  to our  minimal  maintenance  operations  were  provided  by
employees of our majority shareholders.

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 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.


<PAGE>



        The Company will not have  sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition,  the Company  will, in all  likelihood,  be required to either seek
debt or equity  financing or obtain funding from third parties,  in exchange for
which the  Company  may be  required  to give up a  substantial  portion  of its
interest in the acquired product. 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 products 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 CBQ  Networkland,  Inc.,
CBQ Technet  Computer  Services,  Inc., and Quantum Group and 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.  CBQI 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.

                           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  CBQI and  several  of its  subsidiaries  by  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 had  obtained  prior to
being  acquired  by  CBQI,  all  of  which  were  guaranteed  by  CBQI  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 CBQ, Inc.


<PAGE>



     PLATINUM FUNDING: In November, 2001, Platinum Funding Corp. (Platinum) sued
CBQI, 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  was due from the  defendants  under a factoring  arrangement  which
Platinum claims to have existed. CBQI 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 CBQ, Inc.,
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 CBQI.  The gravamen of Mr.  Sanders'  complaint is that CBQI 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 CBQI for this failure.  Management
feels there is no merit to Mr. Sanders' allegations as against CBQI and that the
complaint as filed is completely groundless.  CBQI has elected not to defend the
case insofar as the Maryland  court has no  jurisdiction  over this matter as it
pertains  to  CBQI  and  any  judgement   obtained  by  Mr.   Sanders  would  be
unenforceable against CBQI.

        SUNTRUST BANK LINE OF CREDIT AND TERM NOTE: Quantum Technology Group had
a $4 million line of credit with Crestar Bank, which was  subsequently  acquired
by Suntrust.  This line of credit was guaranteed by Quantum and five  individual
guarantors,  including  Ray  Kostkowski,  Anne Sigman,  Skip Lewis,  and Anthony
Saunders.  This line of credit was opened during April, 2000. On August 8, 2000,
CBQI acquired all of the shares of Quantum Technology Group. $1.3 million of the
line of credit had been used,  and was owing to the bank and in  addition to the
line of credit,  a $200,000 term loan from Suntrust,  approximately  $200,000 in
accrued  interest  and  $100,000  in  attorney  fees  all of which  Suntrust  is
attempting to collect from the individual guarantors. Suntrust has not sued CBQI
but has  threatened  to sue. It is the position of CBQI that it does not owe the
money to Suntrust.  It never signed any loan, and indeed by freezing the line of
credit, Suntrust greatly injured the business of CBQI

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.




<PAGE>


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. SS 1350, As Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification Pursuant to 18 U.S.C. SS 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

        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 19th day of August, 2002.

CBQ, Inc.



/s/ John M. Albertine
Chief Executive Officer


/s/ Paul F. Naughton
Chief Financial Officer