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


                                  Form 10-QSB/A
                               Amendment Number 1


(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, 2001
                                            -----------------------------------

       [  ]   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.)


                 1911 Ft. Myer Drive, Arlington, Virginia 22209
    -------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (703) 387-0300
                            Issuer's telephone number

                10923 McCormick Road, Hunt Valley, Maryland 21031
   (Former name, former address and former fiscal year, if changed since last
      report.)



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

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



<PAGE>




                      APPLICABLE ONLY TO CORPORATE ISSUERS


        State the number of shares  outstanding of each of the issuer's  classes
of  common  equity,  as  of  the  latest  practical  date:   November  10,  2001
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, 2001 and December 31, 2000 and the related
consolidated  statements  of  operations  for the three and six  months and cash
flows for the six month periods ended June 30, 2001 and 2000. 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
December 3, 2001






<PAGE>




                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                                  June 30,       December 31,
                                                                    2001             2000
                                                               ---------------  --------------
Assets:

Current assets:
<S>                                                            <C>              <C>
   Cash                                                        $       197,989  $      147,873
   Accounts receivable, net of allowance for doubtful accounts         957,588       1,042,248
   Inventories                                                         140,280          75,420
   Other current assets                                                867,195         186,277
                                                               ---------------  --------------

      Total current assets                                           2,163,051       1,451,818
                                                               ---------------  --------------

Equipment:
   Computers and related equipment                                     592,201         537,890
   Office equipment                                                    371,812         355,664
   Software                                                             34,927          34,927
   Transportation equipment                                             48,558          47,078
   Leasehold improvements                                               17,910          18,611
                                                               ---------------  --------------
                                                                     1,065,408         994,170
      Less accumulated depreciation                                   (627,534)       (548,427)
                                                               ---------------  --------------

         Equipment, net of accumulated depreciation                    437,874         445,743
                                                               ---------------  --------------

Other non-current assets:
   Notes receivable, long-term                                          60,452          60,452
   Goodwill, less amortization                                       1,377,467         844,951
   Investments                                                          46,163          46,163
   Other assets                                                         72,562          75,999
                                                               ---------------  --------------

      Total other non-current assets                                 1,556,644       1,027,565
                                                               ---------------  --------------

         Total assets                                          $     4,157,569  $    2,925,126
                                                               ===============  ==============
</TABLE>








<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                                  June 30,       December 31,
                                                                    2001             2000
                                                               ---------------  --------------

Liabilities and Stockholders' Deficit:

Current liabilities:
<S>                                                            <C>              <C>
   Line of credit payable                                      $       912,157  $    1,312,157
   Current portion of long-term debt                                   764,029          87,908
   Accounts payable, trade                                           2,076,455       1,780,927
   Accrued expenses                                                    626,020         348,591
   Due to related party                                                  1,215           1,215
   Due to shareholders                                                 115,000         115,000
                                                               ---------------  --------------

      Total current liabilities                                      4,494,875       3,645,798
                                                               ---------------  --------------

Non-current liabilities:
   Long-term debt                                                    1,803,673       1,813,139
   Preferred stock of subsidiaries                                     525,000         525,000
                                                               ---------------  --------------

      Total non-current liabilities                                  2,328,673       2,338,139
                                                               ---------------  --------------

         Total Liabilities                                           6,823,548       5,983,938
                                                               ---------------  --------------

Stockholders' Deficit:
   Preferred Stock, par value $.001 per share
      Authorized 100,000,000 shares,
      70,000 shares issued and outstanding at
      June 30, 2001 and December 31, 2000                                   70              70

   Common Stock, par value $.0001 per share
      Authorized  500,000,000  shares,
      Issued 79,516,835 Shares at June 30, 2001
      and 69,836,835 shares at December 31, 2000                         7,952           6,984
   Additional paid-in capital                                        3,518,141       2,304,813
   Accumulated deficit                                              (6,192,143)     (5,370,678)
                                                               ---------------  --------------

     Total Stockholders' Deficit                                    (2,665,979)     (3,058,811)
                                                               ---------------  --------------

     Total Liabilities and
       Stockholders' Deficit                                   $     4,157,569  $    2,925,126
                                                               ===============  ==============
</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,
                                 ----------------------------- -------------------------------
                                      2001           2000           2001             2000
                                 -------------- -------------- ---------------  --------------
Continuing operations:
<S>                              <C>            <C>                  <C>        <C>
Revenues                         $    2,240,368 $    2,097,997       3,712,859  $    5,090,196
Cost of revenues                      1,803,639      1,765,702       2,542,788       3,771,778
                                 -------------- -------------- ---------------  --------------
     Gross Profit                       436,729        332,295       1,170,071       1,318,418
                                 -------------- -------------- ---------------  --------------

Expenses
  Sales and marketing                   296,011        146,682         467,676         169,084
  General and administrative            676,370      1,039,113       1,140,821       1,255,008
  Depreciation and amortization         117,459        147,036         211,891         149,442
                                 -------------- -------------- ---------------  --------------

     Total costs and expenses         1,089,830      1,332,831       1,820,388       1,573,534
                                 -------------- -------------- ---------------  --------------

Other Income (Expense)
  Interest expense                     (100,524)      (138,031)       (189,437)       (144,833)
  Other income                           11,280              -          11,280               -
                                 -------------- -------------- ---------------  --------------

     Net Other Income (Expense)         (89,244)      (138,031)       (178,157)       (144,833)
                                 -------------- -------------- ---------------  --------------

     Net Loss from Continuing
        Operations                     (742,356)    (1,138,567)       (828,474)       (399,949)
                                 -------------- -------------- ---------------  --------------

Discontinued operations:
Income (Loss) from operations of
   discontinued operations                    1       (389,342)          7,009        (714,972)

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

     Net Income (loss) from
       discontinued operations                1       (389,342)          7,009        (714,972)
                                 -------------- -------------- ---------------  --------------

Net Income (Loss)                $     (742,357)$   (1,527,909)$      (821,465) $   (1,114,921)
                                 ============== ============== ===============  ==============

Weighted Average
Shares Outstanding                   78,726,725     64,833,866      75,525,122      66,404,025
                                 ============== ============== ===============  ==============

Loss per Common Share            $       (0.01) $       (0.03) $        (0.01)  $       (0.02)
                                 ============== ============== ===============  ==============
</TABLE>

                       See accompanying notes and accountants' report.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                         (Unaudited)
                                                  For the six months ended
                                                          June 30,
                                               -------------------------------
                                                    2001            2000
                                               --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
<S>                                            <C>             <C>
   Net Income (Loss)                           $      (828,474)$      (399,949)
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Depreciation and amortization                    211,891         149,442
      Decrease (increase) in accounts receivable     1,712,578         592,786
      Decrease (increase) in inventories               (64,860)        193,797
      Decrease (increase) in other current assets     (631,510)       (246,765)
      Decrease (increase) in other assets               12,620         (90,182)
      Increase (decrease) in accounts payable         (401,805)        209,378
      Increase (decrease) in accrued expenses          277,429         119,981
                                               --------------- ---------------
  Net Cash Used in continuing operations               287,869         528,488
                                               --------------- ---------------

Cash flows from discontinued operations                  7,009        (714,972)
                                               --------------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment                               (47,717)              -
                                               --------------- ---------------
Net cash provided by (used) investing activities       (47,717)              -
                                               --------------- ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
(Repayments) borrowings on line of credit             (400,000)        585,568
Other decreases in long-term debt                      (12,045)              -
Repayment of notes payable to shareholder                    -         (25,562)
Common stock issued for cash                           215,000               -
                                               --------------- ---------------
Net Cash Provided by
  Financing Activities                                (197,045)        560,006
                                               --------------- ---------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                             50,116         373,522
Cash and Cash Equivalents
  at Beginning of Period                               147,873        (119,165)
                                               --------------- ---------------
Cash and Cash Equivalents
  at End of Period                             $       197,989 $       254,357
                                               =============== ===============
</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 $        79,201
  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.

The allocation of purchase price include  certain  assumptions  and  preliminary
estimates and are subject to change.

        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, 2001 AND 2000
                  ---------------------------------------------------------

NOTE 1 - ORGANIZATION AND 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, 2001 and for the three
month and six month periods ended June 30, 2001 and 2000 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.

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.

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.




<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                  ---------------------------------------------------------
                                   (Continued)

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

        As more fully described in Note 2, 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.

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.

Revenue Recognition

Revenue is recognized as services are performed or as products are shipped.

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.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                  ---------------------------------------------------------
                                   (Continued)

NOTE 1 - ORGANIZATION AND 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, 2001
                                              ------------------------------------------------
Basic Income per Share
<S>                                           <C>                   <C>         <C>
Income to common shareholders                 $      (742,357)      78,726,725  $       (0.01)
                                              ===============  ===============  ==============

                                                  For the Three Months Ended June 30, 2000
                                              ------------------------------------------------
Basic Loss per Share
Loss to common shareholders                   $    (1,527,909)      64,833,866  $       (0.03)
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2001
                                              ------------------------------------------------
Basic Income per Share
Income to common shareholders                 $      (821,465)      75,525,122  $       (0.01)
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2000
                                              ------------------------------------------------
Basic Loss per Share
Loss to common shareholders                   $    (1,114,921)      66,404,025  $       (0.02)
                                              ===============  ===============  ==============
</TABLE>

        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for June 30, 2001 and 2000 and are thus not considered.

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.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                  ---------------------------------------------------------
                                   (Continued)

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

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

Reclassifications

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

NOTE 2 - 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.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
            ---------------------------------------------------------
                                   (Continued)

NOTE 2 - ACQUISITIONS Continued

        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 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.



<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
            ---------------------------------------------------------
                                   (Continued)

NOTE 3 - INVESTMENTS

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

NOTE 4 - LINE OF CREDIT

        Quantum Group has an  outstanding  balance of $912,157 under its line of
credit payable to a bank at June 30, 2001 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,  2001 the
company  was not in  compliance  with  the  covenants.  Under  the  terms of the
agreement,  the bank may call the loan if the  company  is in  violation  of any
restrictive covenant.

NOTE 5 - DUE TO SHAREHOLDERS

        Due to  shareholders  at June 30, 2001 and December 31, 2000 consists of
the following:
<TABLE>
<CAPTION>
                                                         June 30,      December 31,
                                                           2001            2000
                                                      --------------- --------------
<S>                                                   <C>             <C>
Demand note payable, unsecured, with interest at
 15%, payable monthly.  Principal and
  accrued interest due on this note payable are
  subordinated to all bank debt.                      $        50,000 $       50,000

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

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


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                   ---------------------------------------------------------
                                   (Continued)

NOTE 6 - LONG-TERM DEBT

Long-term debt at June 30, 2001 and December 31, 2000 consists of the following:
<TABLE>
<CAPTION>
                                                         June 30,      December 31,
                                                           2001            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     $      166,294

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             23,318              34,753

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                       1,200,000         1,200,000

Subordinated debenture due in monthly installments
  of 12% interest only until September 30, 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                          700,000                  -
                                                      --------------- --------------

                                                         2,567,702         1,901,047

      Less amounts due within one year                    105,996             87,908
                                                      --------------- --------------

                                                      $  2,461,706    $    1,813,139
                                                      =============== ==============

</TABLE>

<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                   ---------------------------------------------------------
                                   (Continued)

NOTE 6 - LONG-TERM DEBT continued

                       The following are maturities of long-term debt:

                                                      Period Ending
                                                      June 30, 2001
                                                     ----------------

                                          2001       $        105,996
                                          2002                314,300
                                          2003                967,406
                                          2004                240,000
                                          2005                940,000
                                          2006                      -
                                                     ----------------

                                                     $      2,567,702
                                                     ================

NOTE 7 - LEASES

The Company leases  facilities and equipment under various capital and operating
leases with expiration dates through 2004.

Equipment  capitalized  under capital leases had fair market value of $73,000 as
of April 1, 2000 (date of  acquisition  of the equipment  and  assumption of the
related  leases by the  Company).  Total rental  expense for the Company for the
years ended December 31, 2000 and 1999 was $153,106 and $159,045,  respectively,
including rent under month-to month leases.

Net minimum rental commitments under all non-cancelable  operating leases are as
follows:
<TABLE>
<CAPTION>

                                                  Capital         Operating
           Year Ending December 31,               Leases           Leases           Total
                                              ---------------  ---------------  --------------

<S>                  <C>                      <C>              <C>              <C>
                     2001                     $        16,958  $       123,354  $      140,312
                     2002                              11,804          106,304         118,108
                     2003                               8,189           83,286          91,475
                     2004                               1,869           63,882          65,751
                                              ---------------  ---------------  --------------

       Total minimum lease payments due                38,820          376,826         415,646

      Less amounts representing interest              (4,068)                -         (4,068)
                                              ---------------  ---------------  --------------

                                              $        34,752  $       376,826  $      411,578
                                              ===============  ===============  ==============
</TABLE>
<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          ------------------------------------------
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                   ---------------------------------------------------------
                                   (Continued)

NOTE 8 - 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 9 - 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 June 30, 2001,
the company is  contingently  liable in the amount of $783,000  relating to such
receivables sold with recourse.

        The  Company is a  defendant  in  several  lawsuits.  In the  opinion of
Company  management,  none of these lawsuits will have a material adverse impact
on the Company's consolidated financial position,  results of operations or cash
flows.

NOTE 10 - PREFERRED STOCK

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

7,000  shares at the greater of $10.00 per share or the traded  market  value of
the preferred stock on or before October 23, 1999

21,000  shares at the greater of $10.715 per share or the traded market value of
the preferred stock on or before October 23, 2000

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

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

NOTE 11 - COMMON STOCK
        During 2000, the Company settled liabilities of $923,398 in exchange for
1,658,920 shares of common stock.




<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                   ---------------------------------------------------------
                                   (Continued)

NOTE 12 - STOCK OPTIONS


        The options have a five-year  life and are  currently  exercisable.  The
following  summarizes stock option activity during the six months ended June 30,
2001 and year ended December 31, 2000:
<TABLE>
<CAPTION>
                                    Six Months Ended            Year Ended December 31,
                                      June 30, 2001                       2000
                              -----------------------------  ------------------------------
                                                Exercise                        Exercise
                                 Shares       Price/Share        Shares       Price/Share
                              -------------  --------------  --------------  --------------
Options outstanding,
<S>                           <C>            <C>             <C>             <C>
  Beginning of period:            7,715,708        -              5,545,471        -
Options granted                   8,625,000   $0.25-$2.125        3,050,000   $1.00-$2.125
Options exercised                         -        -               (662,263)     $2.125
Options canceled                          -        -               (217,500)     $2.125
                              -------------                  --------------
   Options outstanding,
         End of period:          16,340,708   $1.00-$2.125        7,715,708   $1.00-$2.125
                              =============                  ==============
</TABLE>

Substantially  all of the options are exercisable  during five-year periods from
the dates of grant.


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.



<PAGE>



Business of the Company and its Subsidiaries:

        CBQ exhibits core competency in the United States Information Technology
software industry with offices in Hunt Valley,  Maryland and Miami,  Florida and
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.

Results of Operations

        As the world  increasingly  becomes  reliant upon  information and data,
companies   will  continue  to  invest  in  highly   reliable  and  scalable  IT
infrastructures.

        As an End to End  e-business  solutions  provider,  CBQ  offers a unique
value  proposition  and is well positioned to become a major vendor for software
and hardware in the Information  Technology Market. The company's strategy is to
have diverse streams of revenue including software development,  hardware sales,
and  networking  and  integration  services.  The  Company  has a solid  base of
business in the mid-Atlantic  region,  and will rely on sources in China and the
United States to provide the lowest available costs to its customers.  While the
software market in the United States has softened  considerably in 2001, CBQ, as
a result of its ability to import low cost, high quality software  services from
China,  is poised to become an even more important  player in coming years.  CBQ
has developed  connections  in China in both the private and public sectors that
will  allow  it  to  implement  software  solutions,  build  Web  sites,  manage
databases, and provide supply chain management solutions for U.S. customers. Due
to the  deteriorating  IT  spending  climate  it will  be  imperative  for  U.S.
companies to outsource  software  development and to use the most cost effective
source of supply, which is now China.  Companies that have been using India as a
source of outsourced  software  will  increasingly  turn to China,  which is 30%
lower cost on the average than software programmers from India.


<PAGE>



        In addition,  IT hardware cost will continue to decline. In this climate
the  connections CBQ has in China that will allow the Company to import personal
computers,  laptop  computers,  and personal  digital  assistants  will give the
Company a major price advantage over its U.S. competitors.

        Networking and integration  services will also continue to be in demand,
and CBQ, in tandem with partners such as Lockheed-Martin and Verizon,  will be a
major player in the Mid-Atlantic market.

        CBQ has grown steadily since current  management  assumed control of the
Company on January 14,  2000.  In the first six months of 2000,  the revenues of
CBQ, on a non-pooled  accounting basis, were $336,420,  with losses of $308,795,
or 90% of  revenues.  In the first six months of 2001,  the revenues of CBQ were
$3,712,859,  while  losses  were  $821,465,  or 22% of  revenue.  Revenues  grew
eleven-fold, while losses grew by a much lower factor (2.6).

        In the second quarter of 2000,  ending on June 30, 2000, the revenues of
CBQ,  on a non-  pooled  accounting  basis,  were  $116,504,  while  losses were
$167,669.  In the second quarter of 2001,  the revenues of CBQ were  $2,240,368,
with losses of $742,357,  or $.01 per share. Thus, the revenues of CBQ grew by a
factor of 20 quarter to quarter,  while losses sharply decreased as a percentage
of revenues from over 100% to under 30% of revenues.

        While revenues were pooled for tax and accounting reasons in the various
transactions in the second quarter involving Easysoft, Networkland, and Technet,
the  appropriate  "real world" way to look at the situation is in terms of CBQ's
revenues on a non-pooled  basis until  August 8, 2000 when CBQ acquired  Quantum
Technology  Group.  This  clarifies the  accounting  situation,  which state the
consolidated statement of operations on a pooled basis in this filing.

Continuing Operations:

        The Company has had recurring  losses during its  development  stage and
during the short period in which it has been in operations.  Management believes
that the losses  incurred in 2000 will be abated in 2001,  and will  continue to
pursue a two-track  strategy to address the cash needs of  CBQ--internal  growth
and  acquisitions.  The acquisitions of EasySoft and Technet will strengthen the
software  capabilities  of  CBQ,  and  permit  the  marketing  of  its  software
development  expertise  on an  ever-broadening  scale.  CBQ  plans to  develop a
sustainable competitive advantage by outsourcing the majority of the programming
labor to skilled  software  engineers  located in China ("the  China  team") and
India ("the India team").  The  acquisition of Networkland  will  strengthen the
hardware,  networking,  and  integration  business  of  CBQ.  These  synergistic
acquisitions  will provide  management  efficiencies,  economies of scale, and a
broader reach into the District of Columbia and Virginia..

Three Months Ended June 30, 2001 and 2000

        Revenues for the three months ending June 30, 2001 increased by $142,000
primarily  as a result of the  acquisitions  during  the later part of the first
quarter.  The cost of revenues  decreased  to 81% of revenue  from 84% which has
resulted from the company's change in products.


<PAGE>



        The increase in sales and marketing  nearly doubled from the same period
ending  June 30,  2000  which  reflects  the change in the  company's  marketing
strategy towards system integration and the targeting of a new customer base.

        The 35%  decrease  in  general  and  administrative  expenses  from 2000
reflects the company's  on-going  pursuit of new  acquisitions  and economies of
integration including accounting and overhead costs.

        Although  not  operating  in the black  the  company  continues  to show
improvement.  The  company  recorded a net loss from  continuing  operations  of
$754,000  for the  three  months  ended  June  30,  2001  compared  to a loss of
$1,139,000 for the three months ended June 30, 2000.

Six Months Ended June 30, 2001 and 2000

        Revenues for the six months ending June 30, 2001 decreased by $1,377,000
from the same period ending June 30, 2000.  The decrease is a result of a change
in the company's business model in its subsidiary,  Quantum  Distribution.  In a
declining parts and distribution market, the company switched its model to white
box custom builds where there continues to be a strong growth pattern and higher
profit  margins.  The decrease in costs of revenues of $1,229,000 is primarily a
result of this change in strategy. Cost of revenues includes direct salaries and
related payroll taxes, product costs, and outside services charged to customers.

        The  increase in sales and  marketing  of $299,000  from the same period
ending June 30, 2000  reflects the change in the  company's  marketing  strategy
towards system  integration  and the targeting of a new customer base as well as
the  development  of a sales and  marketing  team which  began in the October of
2000. Sales and marketing  includes salaries,  commissions,  and related payroll
taxes for the sales team,  advertising and marketing  costs, and related selling
costs such as travel, meals and entertainment.

        The  decrease in general and  administrative  expenses of $114,000  from
2000 reflects the company's  on-going  pursuit of new acquisitions and economies
of integration including accounting and overhead costs.

        Depreciation  and  amortization  expenses  increased  $63,000 from 2000.
These increases  reflect the goodwill  amortization as a result of the company's
current period acquisitions.

        The Company  recorded a net loss from continuing  operations of $821,464
for the six months  ended June 30,  2001.  The company  continues  to refine its
business model,  acquisition philosophy,  and marketing strategy in an effort to
compete in the ever-changing technology industry.

Capital Resources and Liquidity

        Liquidity  for the company is primarily  generated by issuance of common
stock, stockholder loans and vendor financing.



<PAGE>



        At June 30, 2001, the Company had total current assets of $2,163,000 and
total  assets of  $4,157,000  as  compared  to  $1,452,000  current  assets  and
$2,925,000  total  assets at December  31,  2000.  The Company had a net working
capital  deficit of $2,332,000  and $2,194,000 at June 30, 2001 and December 31,
2000.

        Net  stockholders'  deficit in the Company was $2,665,000 and $3,059,000
as of June 30, 2001 and December 31, 2000.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No material  legal  proceedings to which the Company (or any officer or director
of the Company,  or 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.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None/Not Applicable


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

         (b) Reports on Form 8-K.

         The Company filed Form 8K on May 11, 2001 reporting the  acquisition of
assets of Technet and Networkland.



<PAGE>


                                   SIGNATURES


        In accordance with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 3rd day of December, 2001.

CBQ, Inc.


/s/ Bart S. Fisher
------------------------
Bart S. Fisher
Chairman, Chief Executive Officer
and Chief Financial Officer