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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
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.)
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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) Consolidated financial statements of CyberQuest, Ltd. for the
period from inception (February 10, 1997) to December 31, 1997.
(2) Consolidated financial statements of CBQ, Inc., a Texas corporation
and the predecessor to CyberQuest, Ltd. for the period from
inception (April 6, 1995) to December 31, 1996.
(b) Pro Forma Financial Information
Prior to the consummation of the Reorganization Agreement, the
Company had no material operations, assets or liabilities.
Reference is made to the information provided in the consolidated
financial statements regarding CyberQuest, Ltd. and CBQ, Inc. filed
with this Current Report.
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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
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Michael Sheriff
Chief Executive Officer
Date: February 5, 1999
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EXHIBIT INDEX
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Exhibit Description
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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.
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