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
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Commission file number 0-28831
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CBQ, Inc.
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(Exact name of small business issuer as
specified in its charter)
Colorado 84-1047159
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
7759 Desiree Street, Alexandria, Virginia 22315
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(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
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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)