SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 KSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 7, 2000
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(Date of Report)
CBQ, Inc.
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation)
33-14707-NY 84-1047159
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(Commission File Number) (IRS Employer Identification Number)
4851 Keller Springs Rd., Ste. 228, Dallas, Texas 75248
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(Address of principal executive offices including zip code)
(972) 732-1100
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(Registrant's telephone number including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant: None.
Item 2. Acquisition or Disposition of Assets: None.
Item 3. Bankruptcy or Receivership: None.
Item 4. Changes in Registrant's Certifying Accountant: None.
Item 5. Other Events: Acquisition of Quantum Technology Group, Inc. and its
Subsidiaries: On August 7, 2000, Quantum Technology Group, Inc., a Maryland
Corporation, and its Subsidiaries, dpi Net Solutions, Inc., a Maryland
corporation, ProWare, Inc., a Maryland corporation, and Quantum Technology
Distribution, Inc., a Maryland corporation (collectively referred to as "QTG")
and Registrant entered into a stock purchase agreement ("Agreement") in which
Registrant purchased all of QTG's outstanding shares solely in exchange for
11,593,180 of Registrant's common shares. These shares issued are fully paid,
non-assessable and restricted, as defined in Regulation D and Rule 144 of the
Securities Act of 1933, as amended. This Agreement qualifies as a tax-free
reorganization under Section 386 (a) of the United States Internal Revenue Code
of 1986, as amended.
The Agreement does not require a change of either the name or the outstanding
capitalization of the Registrant.
Registrant is treating this business combination as a pooling of interests for
accounting purposes. Registrant considers QTG a significant acquisition. An
audit of QTG's most recent consolidated financial statements is currently in
progress. Upon completion of the audit, all of the required audited financial
statements will be filed with the Commission.
Concurrent with the closing of the merger, Mr. Raymond J. Kostkowski, Chairman
and CEO of QTG, and Mr. John Moran, President of QTG, became members of
Registrant's Board of Directors.
The current members of Registrant's Board of Directors are: Bart S. Fisher
(Chairman), J. Patrick Dowd, Chang Guomin, Ying Xu, John Harris, John Moran and
Raymond J. Kostkowski.
Registrant's current executive officers are: Bart S. Fisher, CEO; John Moran,
President; Raymond J. Kostkowski, Vice President - Mergers and Acquisitions;
Gene Manna, Vice President and Chief Technology Officer; Eugene Yano, Vice
President and Chief Financial Officer.
Overview of QTG
QTG is a rapidly growing, regional full service provider ("FSP") of information
technology ("IT"), or e-Business infrastructure. The U. S. market for the
Company's software, web development and network integration services and
products was $153 billion in 1999, roughly seven (7) times the amount of
Internet retail sales. QTG provides the tools and resources that are needed for
enterprises to compete and succeed in the Internet age. As a FSP, QTG combines
network services, software development, Internet/intranet/extranet ("web" or
"net") technology and hardware configuration to provide business solutions that
are scaleable, reliable, and utilize the Internet and related technology to
optimize business/enterprise processes. QTG also provides a full range of
information technology outsourcing resources. This cost-effective service allows
clients to minimize or eliminate in-house expertise, as well as the logistics of
attracting and retaining software developers and network engineers, while
keeping their focus on the core competency of their enterprise.
QTG's main office is located in Hunt Valley, MD, with offices at 10923 McCormick
Road. QTG also maintains offices in Baltimore, Annapolis and Linthicum. QTG
plans to consolidate its offices (except for the Annapolis office) in the City
of Baltimore by the fourth quarter of 2000. QTG currently has approximately
total employees.
The following is a summary of the latest unaudited financial information for
1999 and for the first six months of 2000:
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Unaudited
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Six Months Year
Ended Ended
June 30, Dec 31,
2000 1999
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Current assets $2,556,585 $1,260,331
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Total assets $4,991,874 $1,789,358
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Current liabilities $2,798,631 $1,663,818
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Total liabilities $4,304,244 $1,853,022
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Shareholders' equity $ 687,629 $ (63,664)
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Revenues $5,603,987 $4,432,482
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Net loss $ (73,996) $ (88,371)
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QTG History
QTG was created in April 2000 by the merger of dpi Net Solutions, Inc. with
Quantum Technology Group, Inc. creating one of the largest privately held
information technology companies in the Mid-Atlantic region. QTG's focus is to
provide enterprises with the infrastructure necessary to operate efficiently in
the Internet and e-business economy. QTG believes that with QTG's products and
services, clients can rapidly implement an Internet strategy, or enhance their
internal IT functions, without incurring additional personnel, equipment or
operational expense.
Quantum Technology Group, Inc. was founded in 1997 through the merger of two
local companies, ProWare Software, Inc., founded in 1980 and Pro-Care Computers,
Inc., founded in 1989. ProWare Software specialized in custom software
development and proprietary software solutions for general accounting,
distribution, and health care. Pro-Care Computers configured, installed and
serviced custom network solutions for clients in the Baltimore/Washington arena.
The combined companies specialized in systems integration and application
software outsourcing, support and development, enhanced by an Internet
development team and web-based hardware distribution unit in 1999.
dpi Net Solutions Inc. (DPI), formerly dpi Business Solutions, Inc., was
established in 1991 with a mission to provide its clients with creative,
cost-effective technology solutions, including design, installation, maintenance
and support of information systems tailored to meet unique business needs. QTG
initially offered network services and product sales and support, adding the
custom software development division in 1996, web development in 1997 and the
Internet services division in 1998. In 1999, with the introduction of new
investors and new leadership, DPI altered its focus to the IT Infrastructure
products and services needed for its clients to operate efficiently in the
Internet and e-business economy. This strategy enabled the Company to capitalize
on its long-standing reputation in the IT industry, while developing
e-business/e-enterprise model solutions.
QTG Senior Management Team
Raymond J. Kostkowski has been Chairman and Chief Executive Officer of QTG since
1997. Mr. Kostkowski leads QTG in its effort to grow through the acquisition of
synergistic IT companies. Mr. Kostkowski has over six years of experience in
rapidly growing companies through acquisition. As President and CEO of Lucas
Brothers Inc., a contract stationary supplier with over $80 million in annual
sales, Mr. Kostkowski was responsible for 12 acquisitions from Pennsylvania to
North Carolina, which were consolidated into Lucas Brothers operations via the
development of a customized/industry-specific software. Lucas Brothers, and
Office Products Network of North America (OPNNA), a national marketing and
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purchasing business formed by Mr. Kostkowski with an excess of $1.2 billion in
annual sales, were sold to Corporate Express in 1994. In 1997, Mr. Kostkowski
sold Expert Office Services, Inc., a $30 million office product dealer in the
Baltimore/Washington area with a customer base of over 5,000 formed through a
series of 7 acquisitions utilizing a stock model, to US Office Products Company
in March 1997 for $8.0M, 15 months after its initial formation. Mr. Kostkowski,
and held the position of CEO. The 7 acquired companies were consolidated and
centralized via common inventory, warehousing, distribution, and information
systems.
John M. Moran has been President since April 2000. Prior to this position he was
President and CEO of dpi Net Solutions Inc. where he was instrumental in the
reduction of company overhead by more that one million dollars while focusing
the company on its core IT infrastructure business. From 1992 to early 1999, Mr.
Moran was Founder, President and CEO of Bio-Oxidation Services Inc., a high
technology medical waste processing start-up that he grew internally and through
acquisitions to over $7 million in sales in New York, New Jersey, Pennsylvania,
Ohio, West Virginia and Bermuda. In December 1997 he successfully sold
Bio-Oxidation to the Harsco Corporation (NYSE: HSC), Camp Hill, Pennsylvania.
Prior to Bio-Oxidation, Mr. Moran spent 10 years in a variety of managerial
positions with the health care, consumer marketing and international divisions
of Johnson and Johnson, New Brunswick, New Jersey. From 1988 to 1991 he was Vice
President of Sales and Marketing for Corporate Capital Leasing of West Chester,
Pennsylvania. He joined Corporate Capital shortly after its start up and was
instrumental in growing the company to $12 million in revenue by focusing
marketing strategy on financing emerging environmental solutions. Mr. Moran is
also the co-founder, President, CEO and the principal stockholder of Oxidation
Technologies Inc., a high technology environmental service company with offices
in Annapolis, Maryland and Hamilton, Bermuda. In addition, Mr. Moran is the
Founder, Chairman and principal stockholder of Service Inc. an
internet/e-commerce development company focused on offshore e-commerce
opportunities. He has more than 20 years experience in operating rapidly
growing, privately held businesses, including integrating acquisitions on ever
an increasing scale.
Gene Manna is Vice President and Chief Technology Officer ("CTO"). Mr. Manna has
been Vice President and CTO of the Company since April, 2000. Mr. Manna is a
Certified Net Analyst(TM) with more than 18 years of experience in the
Information Technology industry. He is responsible for providing the balance
between the rapid pace of technology and the high standards of quality and
reliability of the Company's solutions. Prior to joining QTG, he was Vice
President and CTO of dpi Net Solutions, one of the QTG consolidated companies,
which he founded in 1991. As CTO, he was responsible for the forward momentum
and technical vision which kept DPI at the leading edge of the IT industry by
providing state of the art business solutions. Mr. Manna cultivated
relationships with many high profile Baltimore based businesses and government
agencies, and built DPI's reputation for providing quality services and superior
customer satisfaction. From 1988 to 1990, he was President of OAS Services, a
full service IT integration firm.
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Anne Sigman is Executive Vice President of QTG. With 20 years of management and
information technology experience, she leads the Company's software product and
business development. Her knowledge and experience coming from the
entrepreneurial environment of one of the founding companies of QTG has provided
Ms. Sigman the unique experience of building a successful software consulting
business from the ground up. She leads the Company's outsourcing operations as
well as manages the internal growth of the Company's software and web
development profit centers. Ms. Sigman's experience as a business applications
consultant, applying management and financial expertise gained from servicing
multi-million dollar companies, has also been instrumental in the Company's
consolidation of acquired businesses.
Mr. Skip Lewis is Sr. Vice President of QTG. Mr. Lewis is an EET and a certified
Electronic Engineer with 18 years of management experience in the computer
service and maintenance industry . Prior to joining QTG he was President of
Pro-Care Computers of Baltimore, a network and computer service company which
was acquired by QTG in 1997. Mr. Lewis is responsible for the Company's LAN
Installation and Service and Repair Profit Centers.
Leann Zawodniak is Vice President and Chief Financial Officer of QTG. Leann
Zawodniak directs the finances of QTG towards growth with a careful eye on the
profitability of the company. Ms. Zawodniak focuses on acquired company due
diligence and continuing profitability once integrated into the Company. She has
8 years in public accounting audit and consulting practice and 4 years in
private accounting for a wide variety of businesses, including advertising,
banking, distribution, small privately held businesses and business startups.
Item 6. Resignation of Registrant's Directors: Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits: Not
Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBQ, Inc.
(Registrant)
By: /s/ Bart S. Fisher
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Bart S. Fisher, Chief Executive Officer
Date: August 7, 2000
