SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   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: June 30, 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 specified in its charter)

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

                4851 Keller Springs Road Ste 228 Dallas TX 75248
                ------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (972) 75248

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 August 10, 1999,  there
were approximately 26,406,532 shares outstanding.

<PAGE>

I. PART I FINANCIAL INFORMATION

Item 1. Financial Statements
                                    CBQ, Inc.
                        (Formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                                 BALANCE SHEETS
                                                      June 30,      December 31,
                                                        1999            1998
                                                        ----            ----
                                                     (Unaudited)      (Audited)
Assets:

Current Assets:
Cash                                                  $  18,378       $  97,907
Accounts Receivable                                      40,813            --
Other Current Assets                                      7,258           4,998
                                                      ---------       ---------
Total Current Assets                                  $  66,449       $ 102,905

Equipment, at cost (Net at June 30):
Computers and related Equipment                         277,016          68,905
Furniture and fixtures                                   25,761           5,954
Software                                                185,923            --
                                                      ---------       ---------
                                                        488,700          74,859
Less accumulated depreciation                           193,484          38,960
                                                      ---------       ---------
                                                        295,216          35,899

Other assets (net):
bid4it technology                                        28,125          37,500
Other investments                                         1,000            --
Orgaization costs                                         3,965             667
Goodwill                                                353,303          48,000
Deposits                                                    300           7,259
                                                      ---------       ---------
Total Assets                                          $ 745,358       $ 232,230
                                                      =========       =========

Liabilities and Stockholders' Equity:

Current Liabilities:
Accounts payable                                      $ 211,871       $ 105,918
Accrued royalties                                        50,000          79,382
Accrued expense, other                                   21,489          31,203
Deferred revenues                                        52,121            --
Deposit                                                   2,500           2,500
Officer advances                                           --             2,575

Sales Tax Payable                                         7,624            --
                                                      ---------       ---------
Total Current Liabilities                             $ 345,605       $ 221,578
                                                      =========       =========

Long-term liabilities
Notes Payable to Bank                                    10,322            --
Royalties                                                79,382            --
Notes to shareholders                                    92,168            --

Total Long-term liabilities                             181,872            --
                                                      =========       =========
Stockholders' Equity:
Preferred stock, 70,000
   Shares issued                                             70              70
Common stock, 20,275,332
   Issued at December 31, 26,406,532
   issued at June 30                                      4,153           2,640
Additional paid-in capital                              579,201         209,682
Accumulated deficit                                    (365,543)       (201,740)
                                                      ---------       ---------
Total stockholders' equity (deficit)                    217,881          10,652
                                                      ---------       ---------
Total liabilities and stockholders'
  equity (deficit)                                    $ 745,358       $ 232,230
                                                      =========       =========

See accompanying Notes to Financial Statements

<PAGE>

                                    CBQ, Inc.
                        (Formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                            STATEMENTS OF OPERATIONS

                                                   Three Months Ended June 30
                                                      1999             1998
                                                      ----             ----

Revenues                                         $    179,676       $       --

Costs and expenses
Costs of revenues                                      34,772               --
Sales and Marketing                                      --                 --
General and Administrative                            146,783               --
Depreciation and Amoritization                         25,355               --
Interest expense                                         --                 --
                                                 ------------       ------------
                                                      206,910               --

Net income (loss)                                     (27,234)              --
Net income (loss) per common share                          *                  *


Weighted average number of common
   shares outstanding                              24,363,627          2,075,325



*Less than $.01 per share


                                                     Six Months Ended June 30
                                                      1999              1998
                                                      ----              ----

Revenues                                         $    198,528       $       --

Costs and expenses
Costs of revenues                                      42,004               --
Sales and Marketing                                    19,070               --
General and Administrative                            252,846               --
Depreciation and Amoritization                         46,564               --
Interest expense                                        1,847               --
                                                 ------------       ------------
                                                      363,331               --

Net income (loss)                                    (163,803)              --
Net income (loss) per common share                          *                  *


Weighted average number of common
   shares outstanding                              22,832,044          2,075,325


*Less than $.01 per share


See accompanying Notes to Financial Statements


<PAGE>

                                    CBQ, Inc.
                        (Formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                     Six Months Ended June 30,
                                                           1999       1998
                                                           ----       ----

OPERATING ACTIVITIES:
 Net (loss)                                             (163,803)      --

Adjustments necessary to reconcile net loss
  to net cash used in operating activities:
Depreciation and amortiziation                            46,564       --
Increase in accounts receivable                          (44,789)      --
Increase in other current assets                          (2,260)      --
Decrease in deposits receivable                            7,259       --
Increase in accounts payable                             (28,452)      --
Increase in royalties payable                             50,000       --
Increase in other accured expenses                         1,140       --
Increase in deferred revenues                              7,434       --
Decrease in officer advances                              (2,574)
Increase in sales tax payable                              4,102       --

Net cash used in operating activities                   (125,380)      --

INVESTING ACTIVITIES:
Net assets acquired in acquisition of
 Reliance technologies, Inc.                            (261,178)      --
Net assets acquired in acquisition of
 Priority One Electronic Commerce Corp.                 (104,026)      --
Investment in Global Logistics Partners, LLC              (1,000)      --
                                                       ---------       --
Net cash used in investing activities                   (366,204)      --

FINANCING ACTIVITIES:
Restricted common stock issued in
  acquisition of Reliance Technologies                   261,743       --
Restricted common stock issued in
  acquisition of Priority One Electronic
  Commerce Corp.                                         104,026       --
Restricted common stock issued in
  acquisition of Global Logistics Partners, LLC            1,000       --
Loans from shareholders                                   49,516       --
Repayment of notes payables                               (4,230)      --
                                                       ---------       --
Net cash provided by financing activities                412,055       --
                                                       ---------       --

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                        (79,529)      --

CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD                                       97,907       --
                                                       ---------       --
END OF PERIOD                                          $  18,378       --
                                                       =========       ==


<PAGE>

                                    CBQ, Inc.
                        (Formerly FREEDOM FUNDING, INC.)
                          (a development stage company)

                          Notes to Financial Statements
                                  June 30, 1999
                                   (Unaudited)

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   accountants,   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  financial  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 June 30,  1999;  and the  results  of  Priority  One
Electronic Commerce Corp. (Priority One) for the period from April 9, 1999 (date
of  acquisition)  to June 30, 1999. All  significant  intercompany  balances and
transactions  have been eliminated.  The results of operations for the three and
six months ened June 30,  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  activitiy  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 acquisition with any or all varieties of private  entities.  On November 18,
1998, 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.  The Company on April 9, 1999, acquired all of the
outstanding  shares of Priority One Electronic  Commerce Corp., a privately held
Pennsylvania  corporation  (Priority One), in a tax free exchange.  Priority One
was acquired solely for the issuance of 900,000  restricted common shares of the
Company.  As a result of these  acquisitions,  the  Company is now a ful service
Internet  development  company,  specializing  in developing,  implementing  and
maintaining   creative  business  Web  Sites,   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.

<PAGE>


The Company's  internet  sites,  goodstuffcheap,  bid4it and  shop4it.com  allow
clients  to place  their  products  and  services  on the  internet  quicly  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  flings
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 QSB and do not include
all  information  and  footnotes  required  by  generally  accepted   accounting
prinicples for complete financial statements.


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 or second  quarter of 1998 to compare with the
operations of the corresponding  quarter or year to date of the current year. On
March 15, 1999, the Company acuired all of the outstanding shares of Reliance in
a tax free exchange for 1,000,000  shares of common stock. On April 9, 1999, the
Company  acquired  all of the  outstanding  shares of Priority One in a tax free
exchange for 900,000 common shares of the Company.

Revenues  for the  second  quarter  of 1999  amounted  to  $179,676,  which  was
attributed to the income realized from consulting fees and charges for providing
internet  commerce  services by Reliance and Priority One.  Costs of revenues of
$34,772 were  incurred by Reliance and  Priority  One in  connection  with their
operations.  General and administrative  expenses of $146,783 included salaries,
the  cost  of  operating  offices  in  Texas  and  Pennsylvania  and  legal  and
professional fees.


<PAGE>


Revenues for the six months ended June 30, 1999, amounted to $198,528, which was
attributed to the income realized from consulting fees and charges for providing
internet  commerce  services by Reliance and Priority One.  Costs of revenues of
$42,004 were  incurred by Reliance and  Priority  One in  connection  with their
operations as an internet  service  provider.  Sales and  marketing  expenses of
$19,070 were  incurred by the Comany and its  subsidiaries  in  promoting  their
various  activities  in the area of internet  auctions  and  internet  services.
General and administrative expenses amounted to $252,846,  which included salary
expenses,   the  expenses  of  running  the  Company's   offices  in  Texas  and
Pennsylvania and legal and professional fees.

In connection  with the  acquisition  of Priority  One, the Company  engaged the
president of that entity, 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.  Liberman  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 fee  exchange.  This  interest was acquired  solely for the issuance of
4,233,200 common shares.  Concurrently 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 day to day operational control of the Company.

After the period of this report,  Mr. Williamson  resigned and new officers were
appointed, as well as new directors to fill vacancies.

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. These Company was then
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.  During the latter part
of 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 13th day of August,
1999.

CBQ Inc.
(Registrant)

By: /s/ Charles Stidham
-----------------------
Charles Stidham, President
and Chief Executive Officer


By: /s/ Greg Allen
------------------
Greg Allen, Chief Financial
and Accounting Officer and Treasurer