-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I5qwbjPDfMosZNG6MRCXhbSi6K9KZO9KRulc+yeikcZfmEjSVecNkaP2GUYmFb9/ +3Q/s6YXtpk9S1krqZMdkQ== 0000939802-03-000386.txt : 20031114 0000939802-03-000386.hdr.sgml : 20031114 20031114154307 ACCESSION NUMBER: 0000939802-03-000386 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBQ INC CENTRAL INDEX KEY: 0000814926 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841047159 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28831 FILM NUMBER: 031004308 BUSINESS ADDRESS: STREET 1: 48 S.W. STREET CITY: DANIA BEACH STATE: FL ZIP: 33004 BUSINESS PHONE: (954) 450-2888 MAIL ADDRESS: STREET 1: 48 S.W. STREET CITY: DANIA BEACH STATE: FL ZIP: 33004 FORMER COMPANY: FORMER CONFORMED NAME: FREEDOM FUNDING INC DATE OF NAME CHANGE: 19961205 FORMER COMPANY: FORMER CONFORMED NAME: YORKSHIRE LEVERAGED GROUP INC DATE OF NAME CHANGE: 19890301 10QSB 1 form10qsb093003.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2003 ------------------------------------------------ [ ] 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.) 7759 Desiree Street, Alexandria, Virginia 22315 -------------------------------------------------------------------------- (Address of principal executive offices) (703) 339-1980 Issuer's telephone number (Former name, former address and former fiscal year, if changed since last report.) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ----- No ----- 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 1, 2003 Approximately 500,000,000 shares Transitional Small Business Disclosure Format (check one). Yes ; No X ---- ----- CBQ, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Unaudited) September 30, December 31, 2003 2002 ------------------ ------------------ Assets: Current assets: $ - $ - Other non-current assets: Investments 274,000 274,000 ------------------ ------------------ Total Assets $ 274,000 $ 274,000 ================== ==================
CBQ, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited) September 30, December 31, 2003 2002 ------------------ ------------------ Liabilities and Stockholders' Deficit: Current liabilities: Accounts payable, trade $ 695,571 $ 693,951 Accrued expenses 175,000 300,000 Due to related party 1,215 1,215 Due to shareholders 142,000 140,000 Net liabilities of discontinued operations - 6,260,990 ------------------ ------------------ Total Liabilities 1,013,786 7,396,156 ------------------ ------------------ Stockholders' Deficit: Preferred Stock, par value $.001 per share Authorized 100,000,000 shares, 308,860 shares issued and outstanding at September 30, 2003 and December 31, 2002 309 309 Common Stock, par value $.0001 per share Authorized 500,000,000 shares, Issued 500,000,000 Shares at September 30, 2003 and December 31, 2002 50,000 50,000 Additional paid-in capital 5,042,507 4,909,032 Accumulated deficit (5,832,602) (12,081,497) ------------------ ------------------ Total Stockholders' Deficit (739,786) (7,122,156) ------------------ ------------------ Total Liabilities and Stockholders' Deficit $ 274,000 $ 274,000 ================== ==================
See accompanying notes and accountants' report. CBQ, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited) For the three months ended For the nine months ended September 30, September 30, ----------------------------------- ------------------------------------- 2003 2002 2003 2002 ----------------- ---------------- ----------------- ----------------- Continuing operations: Revenues $ - $ - $ - $ - Costs and expenses: General and administrative 1,550 1,200 12,095 72,700 Interest - 108,748 - 289,744 ----------------- ---------------- ----------------- ----------------- Net income (loss) from Continuing operations (1,550) (109,948) (12,095) (362,444) Discontinued operations: Income (Loss) from operations of discontinued operations - - - - Gain (Loss) on disposal of Quantum Group and other Subsidiaries - - 6,260,990 - ----------------- ---------------- ----------------- ----------------- Net Income (loss) from discontinued operations - - 6,260,990 - ----------------- ---------------- ----------------- ----------------- Net Income (Loss) $ (1,550) $ (109,948) $ 6,248,895 $ (362,444) ================= ================ ================= ================= Basic Income (Loss) Per Share Continuing Operations $ - $ - $ - $ - Discontinued Operations - - 0.01 - ----------------- ---------------- ----------------- ----------------- Total Income (Loss) Per Share $ - $ - $ 0.01 $ - ================= ================ ================= ================= Diluted Income (Loss) Per Share Continuing Operations $ - $ - $ - $ - Discontinued Operations - - 0.01 - ----------------- ---------------- ----------------- ----------------- Total Income (Loss) Per Share $ - $ - $ 0.01 $ - ================= ================ ================= =================
See accompanying notes and accountants' report. CBQ, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the nine months ended September 30, ------------------------------------- 2003 2002 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Continuing operations: Net Income (Loss) $ (12,095) $ (362,444) Adjustments necessary to reconcile net loss to net cash used in operating activities: Increase (decrease) in accounts payable 1,620 1,200 Increase (decrease) in accrued expenses (125,000) 361,244 ----------------- ------------------ Net cash used in continuing operations (135,475) - Net cash used in discontinued operations - - ----------------- ------------------ Net cash used in operating activities (135,475) - ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Increase in deposits - (24,000) ----------------- ------------------ Net cash provided by (used) investing activities - (24,000) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Increase in payable to shareholder 2,000 24,000 Contributed capital 133,475 - ----------------- ------------------ Net Cash Provided by Financing Activities 135,475 24,000 ----------------- ------------------ Net (Decrease) Increase in Cash and Cash Equivalents - - Cash and Cash Equivalents at Beginning of Period - - ----------------- ------------------ Cash and Cash Equivalents at End of Period $ - $ - ================= ==================
CBQ, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ - $ - Franchise and income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: NONE See accompanying notes and accountants' report. CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for CBQ, Inc. is presented to assist in understanding the Company's 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, 2003 and for the three and nine month periods ended September 30, 2003 and 2002 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. On November 19, 2001, the Company entered into a plan of reorganization with Sourcelink, Inc. ("Sourcelink") whereby the Company would acquire Sourcelink. Sourcelink was a development stage company that was formed to develop an online trading website. Nature of Business On June 18, 2003, the Company entered into a letter of intent to merge with Souvenir Direct, Inc., a Florida corporation. If the merger is consummated, the name of the surviving corporation will be China Direct Trading Corporation. If the merger is consummated , the Company plans, through import trade, to bring into the U.S. marketplace souvenirs, promotional products, automobile parts, electronic goods and other items from China. The Company also plans to export goods to China in an opportunistic fashion. 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. CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Principles of Consolidation The consolidated financial statements for the three and nine months ended September 30, 2003 and the year ended December 31, 2002 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"). The results of subsidiaries acquired or sold during the year are consolidated from their effective dates of acquisition through their effective dates of disposition. All significant intercompany balances and transactions have been eliminated. 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. 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. Net Income (Loss) Per Common Share Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. The following reconciles amounts reported in the financial statements: CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Shares Per-Share (Numerator) (Denominator) Amount ------------------ ------------------- ------------------ For the three months ended September 30, 2003 ----------------------------------------------------------- Income (Loss) Available to Common Stockholders Continuing operations $ (1,550) 500,000,000 $ - Discontinued operations - 500,000,000 - ------------------ ------------------- ------------------ Income (Loss) to common shareholders $ (1,550) 500,000,000 $ - ================== Effect of Dilutive Securities: Convertible to Preferred Stock - 308,860,000 ------------------ ------------------- Income (Loss) Available to Common Stockholders-Diluted Earnings Per Share Continuing Operations $ (1,550) 808,860,000 $ - Discontinued Operations - 808,860,000 - ------------------ ------------------- ------------------ Income (Loss) - Diluted Earnings Per Share $ (1,550) 808,860,000 $ - ================== =================== ================== For the three months ended September 30, 2002 ----------------------------------------------------------- Income (Loss) Available to Common Stockholders Continuing operations $ (109,948) 79,516,835 $ - Discontinued operations - 79,516,835 - ------------------ ------------------- ------------------ Income (Loss) to common shareholders $ (109,948) 79,516,835 $ - ================== Effect of Dilutive Securities: Convertible to Preferred Stock - 70,000,000 ------------------ ------------------- Income (Loss) Available to Common Stockholders-Diluted Earnings Per Share Continuing Operations $ (109,948) 149,516,835 $ - Discontinued Operations - 149,516,835 - ------------------ ------------------- ------------------ Income (Loss) - Diluted Earnings Per Share $ (109,948) 149,516,835 $ - ================== =================== ==================
CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Shares Per-Share (Numerator) (Denominator) Amount ------------------ ------------------- ------------------ For the nine months ended September 30, 2003 ----------------------------------------------------------- Income (Loss) Available to Common Stockholders Continuing operations $ (12,095) 500,000,000 $ - Discontinued operations 6,260,990 500,000,000 0.01 ------------------ ------------------- ------------------ Income (Loss) to common shareholders $ 6,248,895 500,000,000 $ 0.01 ================== Effect of Dilutive Securities: Convertible to Preferred Stock - 308,860,000 ------------------ ------------------- Income (Loss) Available to Common Stockholders-Diluted Earnings Per Share Continuing Operations $ (12,095) 808,860,000 $ - Discontinued Operations 6,260,990 808,860,000 0.01 ------------------ ------------------- ------------------ Income (Loss) - Diluted Earnings Per Share $ 6,248,895 808,860,000 $ 0.01 ================== =================== ================== For the nine months ended September 30, 2002 ----------------------------------------------------------- Income (Loss) Available to Common Stockholders Continuing operations $ (362,444) 79,516,835 $ - Discontinued operations - 79,516,835 - ------------------ ------------------- ------------------ $ (362,444) 79,516,835 $ - ================== Effect of Dilutive Securities: Convertible to Preferred Stock - 70,000,000 ------------------ ------------------- Income (Loss) Available to Common Stockholders-Diluted Earnings Per Share Continuing Operations $ (362,444) 149,516,835 $ - Discontinued Operations - 149,516,835 - ------------------ ------------------- ------------------ Income (Loss) - Diluted Earnings Per Share $ (362,444) 149,516,835 $ - ================== =================== ==================
CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (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. Reclassifications Certain reclassifications have been made in the 2002 financial statements to conform with the 2003 presentation. NOTE 2 - 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 3 - DUE TO SHAREHOLDERS Due to shareholders at September 30, 2003 and December 31, 2002 consists of the following:
September 30, December 31, 2003 2002 ------------------- ------------------ 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 Advances, unsecured, non-interest bearing, due on demand 142,000 90,000 ------------------- ------------------ $ 142,000 $ 140,000 =================== ==================
CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Continued) NOTE 4 - LEASES As of September 30, 2003, all activities of the Company have been conducted rent free by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities. NOTE 5 - PREFERRED STOCK The Company has the option to call the preferred stock as follows: 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 The Preferred Shares are convertible to Common Shares at a 1:1,000 conversion rate. NOTE 6 - STOCK TRANSACTIONS On November 19, 2001, the Company entered into a plan of reorganization with Sourcelink, Inc. ("Sourcelink") whereby the Company would acquire Sourcelink. Sourcelink was a development stage company that was formed to develop an online trading website. On December 13, 2002, the Company issued 716,589 shares of Preferred Stock as part of the acquisition of Sourcelink. These Preferred Shares are convertible to Common Shares on a 1:1,000 basis. Subsequent to the issuance of this stock, 477,729 shares of Preferred Stock were converted to 477,729,000 shares of Common Stock. Also during 2002, 57,245,835 shares of common stock were returned to the Company and canceled. NOTE 7 - DISCONTINUED OPERATIONS During 2001 and 2002, the Company closed its operations including CBQ Networkland, Inc., CBQ Technet Computer Services, Inc., and Quantum Group and its subsidiaries. During March 2003, the Company abandoned all of its subsidiaries resulting in a gain on disposal of discontinued operations of $6,260,990. CBQ, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Continued) NOTE 7 - DISCONTINUED OPERATIONS (continued) The assets and liabilities of the abandoned subsidiaries consisted of the following:
March 30, December 31, 2003 2002 ----------------- ------------------ Assets $ - $ - Liabilities: Line of credit payable $ 577,157 $ 577,157 Current portion of long-term debt 2,860,460 2,860,460 Accrued expenses 987,348 987,348 Net liabilities of discontinued operations 1,311,025 1,311,025 Preferred stock of subsidiaries 525,000 525,000 ----------------- ------------------ Total liabilities 6,260,990 6,260,990 ----------------- ------------------ Net liabilities disposed of $ (6,260,990) $ (6,260,990) ================= ==================
Net liabilities disposed of have been recorded as a gain on disposal of discontinued operations as of March 31, 2003, and separately classified in the accompanying consolidated balance sheet at December 31, 2002. NOTE 8 - ACQUISITIONS On November 19, 2001, the Company entered into a plan of reorganization with Sourcelink, Inc. ("Sourcelink") whereby the Company would acquire Sourcelink. On December 13, 2002, the Company issued 716,589 shares of Preferred Stock to complete the acquisition of Sourcelink. Sourcelink was a development stage company that was formed to develop an online trading website. The website was never completed. In the acquisition, the Company acquired the partially developed website. The acquisition was recorded in the financial statements as research and development expenses. NOTE 9 - LETTER OF INTENT On June 18, 2003, the Company entered into a letter of intent to merge with Souvenir Direct, Inc., a Florida corporation. The resulting company will be called China Direct Trading Corporation. 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: On June 18, 2003, the Company entered into a letter of intent to merge with Souvenir Direct, Inc. After the merger, the Company plans, through import trade, to bring into the U.S. marketplace souvenirs from China, which has a $250 billion global market size. Assuming consummation of the merger, management believes the souvenir and promotional product market has room for growth in the United States. Management plans to build on the souvenir and promotional product market in the United States, and to import other items from China, including automobile parts and electronic goods. Management also plans to export goods from the United States to China in a opportunistic fashion. The Company will also continue to explore other opportunities in China including goods, services, and investments in distressed assets in China. All of the executive officers and directors of the Company have either resigned or been removed from office for failure to appear at meetings as of the date of this report, with the exception of Mr. Paul Richter, who is now the sole executive officer of the Company, and Susan Xu, who is a director of the Company. Mr. Richter agreed to serve as an officer on September 20, 2003. Howard Ullman resigned as President of the Company to avoid a conflict of interest. He will be president of the new company if the merger with Souvenir Direct, Inc. is consummated. Results of Operations Plan of Operations - The Company was organized for the purpose of creating a corporate vehicle to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek perceived advantages of a publicly held corporation. The Company may incur significant post-merger or acquisition registration costs in the event management wishes to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition including the costs of preparing post- effective amendments, Forms 8-K, agreements and related reports and documents. Results of Operations - The Company had no operations during 2002 and to the date of this report, other than its search for a business opportunity. During 2001 and 2000 the Company attempted to provide retail software, computer services and products that has since proved uneconomical and has been abandoned. Accordingly, comparisons with prior periods are not meaningful. During the quarter ended March 31, 2003, the Company abandoned all of its subsidiaries resulting in a gain on disposal of discontinued operations of $6,260,990. Capital Resources and Liquidity The Company has not generated any cash flows from operating or investing activities since inception. Operating capital was primarily provided from the proceeds of equity financing, bank loans and receivables financing, the latter two of which the Company is presently no longer entitled to enjoy and is in litigation over. CBQI is presently seeking alternative sources of capital. The Company expects any future development and expansion will be financed through cash flow from operations and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities. There are no assurances that such financing will be available on terms acceptable or favorable to the Company. Item 3. Controls and Procedures The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this Quarterly Report on Form 10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary to evaluate whether: (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report on Form 10-QSB, and (ii) the financial statements, and other financial information included in this Quarterly Report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-QSB. There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. 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 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 31 Certification Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 32 Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. (b) On October 30, 2003, the Company filed a Form 8-K under Item 5, Other Events, announcing the resignation of Howard Ullman as President and Director of the Company, and announcing the appointment of Paul Richter as the new interim Vice-President. 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 14h day of November, 2003. CBQ, Inc. Date: November 14, 2003 /s/ Paul Richter Paul Richter Vice-President (Principal executive and financial officer) EX-31 3 form10qsb093003ex_31.txt Exhibit 31 Section 302 Certifications I, Paul Richter, certify that: 1. I have reviewed this quarterly report on form 10-QSB of CBQ, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared. b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and Date: November 14, 2003 /s/ Paul Richter Paul Richter Vice-President (Principal executive and financial officer) EX-32 4 form10qsb093003ex_32.txt Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CBQ, Inc., on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Paul Richter, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: 1. The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: November 14, 2003 /s/ Paul Richter Paul Richter Vice-President (Principal executive and financial officer) A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----