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

                                  Form 10-QSB/A
                               Amendment Number 2

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended:         September 30, 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.)

                 48 S.W. 16th Street, Dania Beach, Florida 33004
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (954) 927-0034
                            Issuer's telephone number

                        1911 Ft. Myer Drive,  Arlington,  Virginia 22209 (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  September  30, 2001 and December 31, 2000 and the
related consolidated  statements of operations for the three and nine months and
cash flows for the nine month periods ended  September 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)      (Restated)
                                                                September 30,    December 31,
                                                                    2001             2000
                                                               ---------------  --------------
Assets:

Current assets:
<S>                                                            <C>              <C>
   Cash                                                        $         3,963  $        1,060
   Net assets of discontinued operations                               340,571               -
                                                               ---------------  --------------

      Total current assets                                             344,534           1,060
                                                               ---------------  --------------

Equipment:
   Computers and related equipment                                       2,254          68,904
   Office equipment                                                        850           3,073
                                                               ---------------  --------------
                                                                         3,104          71,977
      Less accumulated depreciation                                          -         (69,887)
                                                               ---------------  --------------

         Equipment, net of accumulated depreciation                      3,104           2,090
                                                               ---------------  --------------

Other non-current assets:
   Notes receivable, long-term                                          98,874               -
   Goodwill                                                            479,750          23,084
   Investments                                                         250,000          46,163
   Other assets                                                         56,440               -
                                                               ---------------  --------------

      Total other non-current assets                                   885,064          69,247
                                                               ---------------  --------------

         Total assets                                          $     1,232,702  $       72,397
                                                               ===============  ==============
</TABLE>
















<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                 (Unaudited)      (Restated)
                                                                September 30,    December 31,
                                                                    2001             2000
                                                               ---------------  --------------
Liabilities and Stockholders' Deficit:

Current liabilities:
<S>                                                            <C>              <C>
   Line of credit payable                                      $       577,157  $            -
   Current portion of long-term debt                                    50,312               -
   Accounts payable, trade                                             294,270         277,421
   Accrued expenses                                                    239,489             490
   Due to related party                                                  1,215           1,215
   Due to shareholders                                                 115,000         115,000
   Net liabilities of discontinued operations                                -         398,943
                                                               ---------------  --------------

      Total current liabilities                                      1,277,443         793,069
                                                               ---------------  --------------

Non-current liabilities:
   Long-term debt                                                    2,534,072       1,813,139
   Preferred stock of subsidiaries                                     525,000         525,000
                                                               ---------------  --------------

      Total non-current liabilities                                  3,059,072       2,338,139
                                                               ---------------  --------------

         Total Liabilities                                           4,336,515       3,131,208
                                                               ---------------  --------------

Stockholders' Deficit:
   Preferred Stock,  par value $.001 per share
      Authorized  100,000,000  shares,
      70,000 shares issued and outstanding at
      September 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 September 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                                              (6,629,976)     (5,370,678)
                                                               ---------------  --------------

     Total Stockholders' Deficit                                    (3,103,813)     (3,058,811)
                                                               ---------------  --------------

     Total Liabilities and
       Stockholders' Deficit                                   $     1,232,702  $       72,397
                                                               ===============  ==============
</TABLE>

                       See accompanying notes and accountants' report.


<PAGE>



                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                          (Unaudited)                    (Unaudited)
                                     For the Three Months            For the Nine Months
                                      Ended September 30,                  Ended September 30,
                                 ----------------------------- -------------------------------
                                      2001           2000           2001             2000
                                 -------------- -------------- ---------------  --------------
Continuing operations:
<S>                              <C>            <C>            <C>              <C>
Revenues                         $       59,033 $            - $       121,206  $            -
Cost of revenues                         60,176              -         122,809               -
                                 -------------- -------------- ---------------  --------------
     Gross Profit                        (1,143)             -          (1,603)              -

Expenses
  General and administrative           (155,334)      (124,845)       (317,009)       (274,287)

Other Income (Expense)
  Interest expense                      (31,958)       (89,800)       (223,405)       (234,633)
                                 -------------- -------------- ---------------  --------------

     Net Loss from Continuing
        Operations                     (188,435)      (214,645)       (542,017)       (508,920)
                                 -------------- -------------- ---------------  --------------

Discontinued operations:
Income (Loss) from operations of
   discontinued operations             (249,398)      (931,370)       (717,281)     (1,658,934)

Loss on disposal of
   discontinued operations                    -        (40,600)              -        (143,008)
                                 -------------- -------------- ---------------  --------------

     Net Income (loss) from
       discontinued operations         (249,398)(971,970)             (717,281)     (1,801,942)
                                                =========
                                 -------------- -------------- ---------------  --------------

Net Income (Loss)                $     (437,833)$   (1,186,615)$    (1,259,298) $   (2,310,862)
                                 ============== ============== ===============  ==============

Weighted Average
Shares Outstanding                   78,726,725     68,175,687      75,525,122      68,175,687
                                 ============== ============== ===============  ==============

Loss per Common Share
     Continuing operations       $              $     -        $    -   (0.01)  $       (0.01)
                                                               =        ======  =       ======
     Discontinued operations     (0.01)                 (0.02) (0.01)                   (0.03)
                                 -------------- -------------- ---------------  --------------

     Net (loss)                  $       (0.01) $       (0.02) $        (0.02)  $       (0.04)
                                 ============== ============== ===============  ==============
</TABLE>


                       See accompanying notes and accountants' report.


<PAGE>



                                     CBQ, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND
                                  THE YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                  Preferred Stock                           Additional
                                             Par        Common Stock         Paid-In      Retained
                                  Shares    Value     Shares   Par Value     Capital       Deficit
                                  -------  ------- ----------------------  ------------ -------------

<S>                               <C>      <C>     <C>          <C>        <C>          <C>
Balance at January 1, 2000         70,000  $    70   63,124,227 $   6,312  $    630,715 $  (1,110,318)

Stock Issued for Cash                   -        -      662,263        68       751,017             -

Stock Issued for Services               -        -      334,864        33       362,221             -

Stock Issued in Payment
  of Notes Payable                      -        -       52,235         5       110,995             -

Stock Issued in Connection with
   Exercise of Warrant                  -        -    1,363,359       136          (135)            -

Stock Issued for Redemption of
   Preferred Stock of Subsidiary        -        -    1,271,821       127       450,017             -

Stock Issued for 100% of
   Outstanding Shares of
   dpi Net Solutions, Inc.              -        -    3,067,199       307           (17)            -

Repurchase of Common Stock              -        -      (39,133)       (4)            -             -

Net Loss                                -        -                      -             -    (4,260,360)
                                  -------  ------- ----------------------  ------------ -------------

Balance at December 31, 2000       70,000  $    70   69,836,835$    6,984  $  2,304,813 $  (5,370,678)
                                  =======  ======= ======================  ============ =============
</TABLE>







<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND
                        THE YEAR ENDED DECEMBER 31, 2000
                                   (Continued)
<TABLE>
<CAPTION>
                                  Preferred Stock                           Additional
                                             Par        Common Stock         Paid-In      Retained
                                  Shares    Value     Shares   Par Value     Capital       Deficit
                                  -------  ------- ----------------------  ------------ -------------

<S>                               <C>      <C>     <C>           <C>       <C>          <C>
Balance at January 1, 2001         70,000  $    70   69,836,835 $   6,984  $  2,304,813 $  (5,370,678)

Stock Issued for Cash                   -        -    2,105,000       210       214,790             -

Stock Issued for 100% of
   Outstanding Shares of
   Easy Soft International, Inc.        -        -    5,625,000       563       570,728             -

Stock Returned to Company               -        -   (6,750,000)     (675)            -             -

Stock Issued for Purchase of
  Assets from Socrates
   Technologies Corp.                   -        -    7,800,000       780       324,900             -

Stock Issued in Settlement
   of Disputed Charges                  -        -      900,000        90       102,910             -

Net Loss                                -        -            -         -             -    (1,259,298)
                                  -------  ------- ----------------------  ------------ -------------

Balance at September 30, 2001      70,000  $    70   79,516,835$    7,952  $  3,518,141 $  (6,629,976)
                                  =======  ======= ======================  ============ =============
</TABLE>










                           See accompanying notes and accountants' report.




<PAGE>


                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                            (Unaudited)
                                                     For the nine months ended
                                                           September 30,
                                                  -------------------------------
                                                       2001            2000
                                                  --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
<S>                                               <C>             <C>
   Net Income (Loss)                              $      (542,017)$      (508,920)
Adjustments necessary to reconcile net loss
   to net cash used in operating activities:
      Decrease (increase) in other current assets               -          (9,776)
      Decrease (increase) in other assets                 (56,440)              -
      Increase (decrease) in accounts payable              16,849               -
      Increase (decrease) in accrued expenses             238,999          54,778
                                                  --------------- ---------------
  Net Cash Used in continuing operations                 (342,609)       (463,918)
                                                  --------------- ---------------

Cash flows from discontinued operations                  (964,786)     (1,222,118)
                                                  --------------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of investment                                (250,000)              -
Acquisition of equipment                                   (3,104)              -
                                                  --------------- ---------------
Net cash provided by (used) investing activities         (253,104)              -
                                                  --------------- ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
(Repayments) borrowings on line of credit                 577,157               -
Other increase (decrease) in long-term debt               771,245        (450,878)
Net increase in amounts due to stockholders                     -       1,882,984
Common stock issued in exercise of stock options                -         650,000
Common stock issued as compensation                             -          31,375
Common stock issued for cash                              215,000               -
                                                  --------------- ---------------
Net Cash Provided by
  Financing Activities                                  1,563,402       2,113,481
                                                  --------------- ---------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                 2,903         427,445
Cash and Cash Equivalents
  at Beginning of Period                                    1,060          38,812
                                                  --------------- ---------------
Cash and Cash Equivalents
  at End of Period                                $         3,963 $       466,257
                                                  =============== ===============
</TABLE>

                           CBQ, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Continued



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                     $       223,404 $       138,994
  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 NINE MONTHS ENDED SEPTEMBER 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 September 30, 2001 and for the
three month and nine month periods ended September 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 nine 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
September 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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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 September 30, 2001
                                              ------------------------------------------------
Basic Income per Share
<S>                                           <C>                   <C>         <C>
   Continuing operations                      $      (188,435)      78,726,725  $            -
   Discontinued operations                           (249,398)      78,726,725  (0.01)
                                              ---------------  ---------------  --------------
Loss to common shareholders                   $      (437,833)      78,726,725  $       (0.01)
                                              ===============  ===============  ==============

                                               For the Three Months Ended September 30, 2000
                                              ------------------------------------------------
Basic Loss per Share
   Continuing operations                      $      (214,645)      68,175,687  $           -
   Discontinued operations                           (971,970)      68,175,687          (0.02)
                                              ---------------  ---------------  --------------
Loss to common shareholders                   $    (1,186,615)      68,175,687  $       (0.02)
                                              ===============  ===============  ==============

                                                For the Nine Months Ended September 30, 2001
                                              -----------------===============--==============
Basic Income per Share
   Continuing operations                      $      (542,017)      75,525,122  $       (0.01)
   Discontinued operations                           (717,281)      75,525,122          (0.01)
                                              ---------------  ---------------  --------------
Income to common shareholders                 $    (1,259,298)      75,525,122  $       (0.02)
                                              ===============  ===============  ==============

                                                For the Nine Months Ended September 30, 2000
                                              ------------------------------------------------
Basic Loss per Share
   Continuing operations                      $      (508,920)      68,175,687  $       (0.01)
   Discontinued operations                         (1,801,942)      68,175,687          (0.03)
                                              ---------------  ---------------  --------------
Loss to common shareholders                   $    (2,310,862)      68,175,687  $       (0.04)
                                              ===============  ===============  ==============
</TABLE>

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





<PAGE>

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

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

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.

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  September  30,  2000
financial statements to conform with the September 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.




<PAGE>

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

NOTE 2 - ACQUISITIONS Continued

        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 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



<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
         ---------------------------------------------------------------
                                   (Continued)
NOTE 2 - ACQUISITIONS Continued

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 3 - INVESTMENTS

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

NOTE 4 - LINE OF CREDIT

        Quantum Group has an  outstanding  balance of $577,157 under its line of
credit payable to a bank at September 30, 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 September 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 - 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.




<PAGE>

                           CBQ, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
         ---------------------------------------------------------------
                                   (Continued)
NOTE 6 - DUE TO SHAREHOLDERS

        Due to shareholders at September 30, 2001 and December 31, 2000 consists
of the following:
<TABLE>
<CAPTION>
                                                       September 30,   December 31,
                                                           2001            2000
                                                      --------------- --------------

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                                                  65,000         65,000
                                                      --------------- --------------

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

NOTE 7 - STOCK OPTIONS

        The options have a five-year  life and are  currently  exercisable.  The
following  summarizes  stock  option  activity  during  the  nine  months  ended
September 30, 2001 and year ended December 31, 2000:
<TABLE>
<CAPTION>
                                    Nine Months Ended           Year Ended December 31,
                                   September 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.







<PAGE>


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

NOTE 8 - LONG-TERM DEBT

Long-term  debt at  September  30, 2001 and  December  31, 2000  consists of the
following:
<TABLE>
<CAPTION>
                                                       September 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                       -         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                              740,000              -
                                                      --------------- --------------
                                                            2,584,384      1,901,047

      Less amounts due within one year                         50,312         87,908
                                                      --------------- --------------

                                                      $     2,534,072 $    1,813,139
                                                      =============== ==============
</TABLE>

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

NOTE 8 - LONG-TERM DEBT continued

                       The following are maturities of long-term debt:
<TABLE>
<CAPTION>
                                                      Period Ending
                                                      September 30,
                                                           2001
                                                     ----------------

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

                                                     $      2,567,702
                                                     ================
</TABLE>
NOTE 9 - 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>
                     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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
         ---------------------------------------------------------------
                                   (Continued)

NOTE 10 - CONTINGENCIES

        CBQ,  Inc.  had an  agreement  with a  funding  source  to sell  certain
receivables  with recourse.  In the event of the customer's  default the company
must  repurchase the receivables  from the funding  source.  As of September 30,
2001, the company is contingently liable in the amount of $1,088,000 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 11 - 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 12 - COMMON STOCK
        During 2000, the Company settled liabilities of $923,398 in exchange for
1,658,920 shares of common stock.

NOTE 13 - DISCONTINUED OPERATIONS

        On September 15, 2001 the Company  closed its operations in Hunt Valley,
Maryland.  The  Hunt  Valley  operations  included  the  Quantum  Group  and its
subsidiaries.  The  Company is  attempting  to  collect  any  remaining  account
receivables and negotiate  settlement of liabilities and will likely abandon any
remaining  assets of the Quantum  Group.  The Company is  attempting to sell CBQ
Networkland,  Inc. and has  abandoned  the majority of the assets of CBQ Technet
Computer  Services,  Inc. During the last quarter of the 2001 calendar year, the
Company will perform a detailed analysis of any remaining  recorded goodwill and
make appropriate adjustments as necessary.


<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:

        CBQ exhibits core competency in the United States Information Technology
software  industry  with offices in Arlington,  Virginia 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.

Plan of Operations

         CBQ,  Inc. is pursuing a new business  strategy  based upon the Company
acting as a sales organization


<PAGE>



with its information  technology  services,  computer  hardware  reselling,  and
systems  development  work  outsourced  to strategic or teaming  partners.  This
strategy  is  intended  to  allow  the  Company  to  attain  profitability  with
substantially lower overhead and to exploit the business contacts of the Company
with the minimal amount of resources.  CBQ's new strategy has been  necessitated
in part by continuing losses in the Company's system development  operations and
a reduction  in vendor  financing  available  for the  Company's IT services and
reseller business.

        The  Company has been  forced by this  recent  downturn in business  and
reduction in vendor financing to reduce its overhead and consolidate operations.
On September 15, 2001 the Company closed its operations in Hunt Valley, Maryland
and laid off all 35 employees working at this location.  The Company has and may
continue to use some of the laid-off  employees to work as temporary  workers or
independent   contractors.   The  Hunt   Valley   operations   had  been  losing
approximately  $250,000 per month during the third quarter of the year. The Hunt
Valley operations  included the Quantum Group and its subsidiaries.  The Company
is  attempting  to collect  any  remaining  account  receivables  and  negotiate
settlement of liabilities  and will likely  abandon any remaining  assets of the
Quantum Group. The Company is attempting to sell CBQ  Networkland,  Inc. and has
abandoned  the  majority of the assets of CBQ Technet  Computer  Services,  Inc.
During the last quarter of the 2001  calendar  year,  the Company will perform a
detailed  analysis  of any  remaining  recorded  goodwill  and make  appropriate
adjustments as necessary.

        Since  September 15, 2001, all remaining  Company  operations  have been
consolidated with the Company's office at 1911 Ft. Myer Drive, Rosslyn, Virginia
22209.

         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.

        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.

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 and 2001 will be  abated  in 2002,  and will
continue  to  pursue  a  two-track   strategy  to  address  the  cash  needs  of
CBQ--internal  growth  and  acquisitions.   The  acquisition  of  EasySoft  will
strengthen the software capabilities of CBQ, and


<PAGE>



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 Company  recorded a net loss from continuing  operations of $542,017
for the nine months ended  September 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.

        At September 30, 2001,  the Company had total current assets of $345,000
and total assets of $1,233,000 as compared to $1,000  current assets and $72,000
total assets at December 31, 2000. The Company had a net working capital deficit
of $932,000 and $792,000 at September 30, 2001 and December 31, 2000.

        Net  stockholders'  deficit in the Company was $3,104,000 and $3,059,000
as of September 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


<PAGE>


None/Not Applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS

         (b) Reports on Form 8-K.

During the quarter ended  September 30, 2001 there were no reports filed on Form
8-K

                                   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 28TH day of February, 2002.

CBQ, Inc.


/s/ W. Steven Garrett
---------------------------
W. Steven Garrett
Chairman, Chief Executive Officer
and Chief Financial Officer