1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) FEBRUARY 2, 1999 (NOVEMBER 19, 1998) CBQ, INC. (Exact name of registrant as specified in its charter) COLORADO 33-14707-NY 84-1047159 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4851 KELLER SPRINGS RD., SUITE 213, DALLAS, TEXAS 75246 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972) 732-1100 FREEDOM FUNDING, INC., 1999 BROADWAY, STE. 3235, DENVER, COLORADO 80202 (Former name or former address, if changed since last report.) 2 ITEM 1. CHANGE IN CONTROL OF REGISTRANT. On November 19, 1998 (the "Closing Date"), CBQ, Inc., a Colorado corporation formerly known as Freedom Funding, Inc. (the "Company"), consummated an Agreement of Purchase (the "Reorganization Agreement") dated as of the Closing Date among the Company, CyberQuest, Inc., a Colorado corporation ("CyberQuest"), and the individual stockholders of CyberQuest. The Reorganization Agreement provided for the acquisition of all the outstanding capital stock of CyberQuest by the Company for consideration of all the outstanding capital stock of the Company, resulting in the complete control of the Company by the previous stockholders of CyberQuest. On October 23, 1998, CyberQuest was formed as a result of a Reorganization Agreement dated October 23, 1998 between CyberQuest and CyberQuest, Ltd., a Texas limited partnership. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. See Item 1, above. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired (1) Audited consolidated financial statements of CyberQuest, Ltd. (b) Pro Forma Financial Information. (1) Pro Forma Consolidated Financial Statements of CBQ, Inc. at and for the twenty-one month period ending December 31, 1996. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CBQ, Inc. By: /s/ MICHAEL SHERIFF -------------------------------------- Michael Sheriff Chief Executive Officer Date: February 2, 1999 4 EXHIBIT INDEX Exhibit Description 1 Agreement of Purchase dated as of November 19, 1998 among CBQ, Inc., a Colorado corporation formerly known as Freedom Funding, Inc., CyberQuest, Inc., a Colorado corporation, and the individual stockholders of CyberQuest, Inc.* 2 Series A Preferred Stock Resolutions and Provisions.* 3 Consolidated financial statements of CyberQuest, Ltd. for the eleven month period ended December 31, 1997. 4 Consolidated financial statements of CBQ, Inc., a Texas corporation and predecessor of CyberQuest, Ltd. for the period from inception (April 6, 1995) to December 31, 1996. * - previously filed.