**UNITED STATES**


**SECURITIES AND EXCHANGE COMMISSION**


**Washington D.C. 20549**


**FORM 10-QSB**






|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------




For the quarterly period ended: **September 30, 2004**





|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------




For the transition period from _________________ to _________________





|Commission File No.:**0-27609**
|-------------------------------
|                               




**TRADEQUEST INTERNATIONAL, INC.**


(Exact name of registrant as specified in its charter)








|**Mississippi**                                                                                                   | **64-0440887**                      
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                                    | (I.R.S. Employer
Identification No.)
|**2501 North Green Valley Parkway, Suite 110-D Henderson, NV 89014**
****(Address of principal executive offices)

Issuers telephone number: **(702) 317-2300**


**___________________**


Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No





**APPLICABLE ONLY TO CORPORATE ISSUERS**





As of September 30, 2004,  45,690,444 shares of our common stock were outstanding.





Transitional Small Business Disclosure Format: Yes  No X








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**PART 1:**  **FINANCIAL INFORMATION**





**ITEM 1 - CONDENSED FINANCIAL STATEMENTS**





**TRADEQUEST INTERNATIONAL, INC.**


(A Development Stage Company)


Balance Sheets




|                                                        |  |   |               |   |   |              |  
|------------------------------------------------------- |  | - | ------------- | - | - | ------------ | -
|                                                        |  |   | September 30, |   |   | December 31, |  
|                                                        |  |   | 2004          |   |   | 2003         |  
|                                                        |  |   | (Unaudited)   |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|CURRENT ASSETS                                          |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|Cash                                                    |  | $ | -             |   | $ | 22           |  
|                                                        |  |   |               |   |   |              |  
|Total Current Assets                                    |  |   | -             |   |   | 22           |  
|                                                        |  |   |               |   |   |              |  
|TOTAL ASSETS                                            |  | $ | -             |   | $ | 22           |  
|                                                        |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|CURRENT LIABILITIES                                     |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|Accounts payable                                        |  | $ | 10,448        |   | $ | 3,791        |  
|Payable - related party                                 |  |   | -             |   |   | 28,598       |  
|Accrued compensation (Note 3)                           |  |   | -             |   |   | 22,500       |  
|Accrued liability (Note 4)                              |  |   | 17,500        |   |   | 26,823       |  
|                                                        |  |   |               |   |   |              |  
|Total Current Liabilities                               |  |   | 27,948        |   |   | 81,712       |  
|                                                        |  |   |               |   |   |              |  
|Total Liabilities                                       |  |   | 27,948        |   |   | 81,712       |  
|                                                        |  |   |               |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                          |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|Common stock; authorized 50,000,000 common shares       |  |   |               |   |   |              |  
|at no par value; 45,690,990 and 5,412,500 shares issued |  |   |               |   |   |              |  
|and outstanding, respectively                           |  |   | 15,097,268    |   |   | 14,987,268   |  
|Treasury stock (546 shares)                             |  |   | (1,112        | ) |   | (1,112       | )
|Deficit accumulated prior to development stage          |  |   | (12,335,790   | ) |   | (12,335,790  | )
|Deficit accumulated during development stage            |  |   | (2,788,314    | ) |   | (2,732,056   | )
|                                                        |  |   |               |   |   |              |  
|Total Stockholders Equity (Deficit)                    |  |   | (27,948       | ) |   | (81,690      | )
|                                                        |  |   |               |   |   |              |  
|                                                        |  |   |               |   |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)    |  | $ | -             |   | $ | 22           |  



The accompanying notes are an integral part of these financial statements.







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**TRADEQUEST INTERNATIONAL, INC.**
 (A Development Stage Company)
 Statements of Operations
 (Unaudited)







FromInception of theDevelopmentStage onJanuary 1,2001 ThroughFor the Three Months Ended
September 30
For the Nine Months Ended September 30,

September 30,2004


2003


2004


2003


2004REVENUERoyalty Income

$
5,227

$
3,075

$
14,342

$
14,046

$
73,926Total Revenue


5,227


3,075


14,342


14,046


73,926OPERATING EXPENSESConsulting fees


35,636


5,000


45,636


5,000


2,644,762Professional fees


-


-


-


-


59,939Legal settlement


-


-


-


-


87,500General and administrative


4,704


17,935


13,987


32,016


32,401Officer compensation


7,500


15,000


22,500


15,000


45,000Total Operating Expenses


47,840


37,935


82,123


52,016


2,869,602LOSS FROM OPERATIONS


(42,613
)

(34,860
)

(67,781
)

(37,970
)

(2,795,676
)OTHER INCOME (EXPENSE)Forgiveness of debt


2,200


-


11,523


3,295


14,102Interest expense


-


(511
)

-


(1,522
)

(6,752
)Interest income


-


-


-


-


12Total Other Income(Expense)


2,200


(511
)

11,523


1,773


7,362LOSS BEFORE INCOMETAXES


(40,413
)

(35,371
)

(56,258
)

(36,197
)

(2,788,314
)INCOME TAXES


-


-


--


-


-NET LOSS

$
(40,413
)
$
(35,371
)
$
(56,258
)
$
(36,197
)
$
(2,788,314
)BASIC LOSS PER SHARE

$
(0.00
)
$
(0.01
)
$
(0.01
)
$
(0.01
)WEIGHTED AVERAGESHARES OUTSTANDING


18,546,790


5,411,954


9,822,534


5,411,954










The accompanying notes are an integral part of these financial statements.


3


TRADEQUEST INTERNATIONAL, INC.


(A Development Stage Company)


Statements of Stockholders Equity (Deficit)







Accumulated

Common Stock

TreasuryShares


Amount


Stock


DeficitBalance, December 31, 2000


1,465,646

$
12,345,427

$
(6,112
)
$
(12,335,790
)Treasury stock cancelled


(100
)

(5,000
)

5,000


-Common stock issued forreorganization agreement


1,611,954


2,579,126


-


-Net loss for the year endedDecember 31, 2001


-


-


-


(2,586,106
)Balance, December 31, 2001


3,077,500


14,919,553


(1,112
)

(14,921,896
)Common stock issued forsettlement agreement


2,335,000


67,715


-


-Net loss for the year endedDecember 31, 2002


-


-


-


(100,753
)Balance, December 31, 2002


5,412,500


14,987,268


(1,112
)

(15,067,846
)Net loss for the year endedDecember 31, 2003


-


-


-


(25,622
)Balance, December 31, 2003


5,412,500


14,987,268


(1,112
)

(15,067,846
)Common stock issued for liabilities and services


40,278,490


110,000


-


-Net loss for the nine months endedSeptember 30, 2004 (unaudited)


-


-


-


(56,258
)Balance, September 30, 2004 (unaudited)


45,690,990

$
15,097,268

$
(1,112
)
$
(15,124,104
)Deficit accumulated prior to development stage

$
(12,335,790
)Deficit accumulated during development stage


(2,788,314
)Total Accumulated Deficit










$
(15,124,104
)






The accompanying notes are an integral part of these financial statements.
 4





**TRADEQUEST INTERNATIONAL, INC.**


(A Development Stage Company)


Statements of Cash Flows


(Unaudited)







FromInception of the DevelopmentStage onJanuary 1,For the Nine Months Ended 2001 ThroughSeptember 30,

September 30,2004


2003


2004CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(56,258
)
$
(36,197
)
$
(2,788,314
)Adjustments to reconcile net loss tocash used by operations:Common stock issued for legal settlement


-


-


67,715Common stock issued for services


30,636


-


2,609,762Gain on forgiveness of debt


(14,102
)

-


(14,102
)Changes in operating assets andliabilities:Increase in accounts payable, accountspayable - related party, and other liabilities


39,702


36,179


121,414Net Cash Used by Operating Activities


(22
)

(18
)

(3,525
)CASH FLOWS FROM INVESTING ACTIVITIES


-


-


-CASH FLOWS FROM FINANCING ACTIVITIESCash received for reorganization agreement


-


-


250,000Payment of reorganization agreement deposit


-


-


(250,000
)Net Cash Provided by Financing Activities


-


-


-NET DECREASE IN CASH


(22
)

(18
)

(3,525
)CASH AT BEGINNING OF PERIOD


22


31


3,525CASH AT END OF PERIOD

$
-

$
13

$
-CASH PAID DURING THE PERIOD FOR:Interest

$
-

$
-

$
-Income taxes

$
-

$
-

$
-NON-CASH FINANCING ACTIVITIES:Common stock issued for legal settlement

$
-

$
-

$
67,715Common stock issued for services

$
-

$
-

$
2,609,762Common stock issued for related-partyliabilities

$
79,364

$
-

$
79,364







The accompanying notes are an integral part of these financial statements.
 5


**TRADEQUEST INTERNATIONAL, INC.**
 (A Development Stage Company)
 Notes to the Financial Statements
 September 30, 2004 and December 31, 2003
 
 NOTE 1 -    BASIS OF FINANCIAL STATEMENT PRESENTATION
 
 The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Companys most recent audited financial statements and notes thereto included in its December 31, 2003 Annual Report on Form 10-KSB. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
 
 **NOTE 2 -**
**GOING CONCERN** 
 The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
 
 In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Managements plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
 
 The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 **NOTE 3 -    OFFICER COMPENSATION**
 
 Through the nine months ended September 30, 2004 the Company accrued $12,500 per quarter in compensation and consulting fees. Pursuant to the stock purchase agreement effected during the third quarter 2004 (see Note 5) the President resigned and the Company discontinued its quarterly accrual of this expense.
 
 The Company used cash proceeds from the stock purchase agreement to pay in full all compensation accrued for the President (see Note 5).
 
 NOTE 4 -
DEBT RESTRUCTURING 
 During the nine months ended September 30, 2004, American Capital Partners Limited, Inc. ("ACP") assumed and settled for $17,500 the judgment that Uintah Mountain Ranchers, Inc. had been awarded against the Company. The Company realized a gain of $9,323 on this debt restructuring and has accrued a non-interest bearing liability to ACP in the amount of $17,500. ACP and the Company are unrelated parties. 
 NOTE 5 -
CHANGE IN OWNERSHIP 
 During August 2004 the Company; Loyola Holdings, Inc., a Nevada corporation ("Loyola"); and Margot Hutchinson, an individual, ("Hutchinson") entered into a stock purchase agreement whereby the Company issued to Loyola and Hutchinson, collectively, 40,278,490 shares of its no par common stock in exchange for $110,000 cash, collectively, from Loyola and Hutchinson. The Company used the cash as follows: $35,031 to settle in full related party accounts payable as of September 30, 2004; $44,333 to settle in full accrued officer compensation as of September 30, 2004; and $30,636 to compensate its (now former) President for the consulting services he provided relative to the stock purchase agreement. As of September 30, 2004 Loyola and Hutchinson, collectively, owned over ninety percent of the common stock issued and outstanding.  6









The following discussion and analysis should be read in conjunction with our unaudited consolidated condensed financial statements and related notes included in this report. This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as "may," "will," "should," "expects," "anticipates," "estimates," "believes," or "plans" or comparable terminology are forward-looking statements based on current expectations and assumptions.





Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, customer concentration risk, difficulties in refinancing short term debt, difficulties in consolidating the operations of our operating subsidiaries, if any, difficulties in accelerating internal sales growth, difficulties identifying and acquiring complementary businesses, restrictive covenants in our existing credit facilities, general economic conditions in markets in which we do business, extensive environmental and workplace regulation by federal and state agencies and other general risks related to our common stock.





All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.





**General**





We did not have any revenue from operations during the fiscal year ended December 31, 2003 nor during the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004. The accompanying financial statements have been prepared assuming that we will continue as a going concern. Having royalty income as our only source of income, raises substantial doubt about our ability to continue as a going concern.





For the past three most recent fiscal years, our plan of operations has been to seek out a privately held business that we may reorganize so as to take advantage of our status as a publicly held corporation.





**Change in Control**





On August 31, 2004, we entered into a Stock Purchase Agreement ("Agreement") with Loyola Holdings, Inc., a Nevada corporation, Margot Hutchinson, an individual, and Randall K. Read, an individual and our former controlling stockholder. Pursuant to the terms of the Agreement, we issued an aggregate of 40,278,490 shares of our common stock to Loyola Holdings, Inc. and Margot Hutchinson for a purchase price of U.S. $0.002731 per share, or an aggregate of $110,000.00. We issued 20,139,245 shares to Loyola Holdings, Inc. and 20,139,245 shares to Margot Hutchinson.





As of the date of the Agreement, we were authorized to issue 50,000,000 shares of Common Stock of which, 5,414,954 shares were issued and outstanding. The 40,278,490 shares constitute approximately eight percent (80%) of the issued and outstanding shares of our common stock. Accordingly, with the closing of the Agreement, a change in control of our company occurred.





Pursuant to the Agreement, we also entered into a Release and Indemnity Agreement with Randall K. Read whereby Mr. Read agreed to release and indemnify us against all claims Mr. Read may have against us. Mr. Read further agreed to indemnify us and hold us and the purchasers harmless in respect of any and all claims, demands, actions, causes of action, damages, losses, costs, liabilities or expenses that existed, or is based on any action or inaction that occurred, prior to August 31, 2004. In consideration for Mr. Reads release and indemnification, we agreed to (1) pay Mr. Read cash in the amount of $102,500.00, (2) assign to Mr. Read all right, title, and interest and royalty income relating to our Text Retrieval System, and (3) issue 4,305,566 shares of our common stock to Mr. Read.





Also pursuant to the Agreement, Ash Mascarenhas was appointed as a director and Randall K. Read, Karleen Reed, and Ashley R. Jorgensen resigned as directors. None of the director resignations were because of any disagreements with us on matters relating to our operations, policies or practices. In addition, Randall K. Read resigned from his position as an officer and Ash Mascarenhas was appointed as our President, Chief Financial Officer and Secretary. Mr. Mascarenhas is the controlling shareholder of Loyola Holdings, Inc.





Our principal executive offices are located at 2501 North Green Valley Parkway #110-D, Henderson, NV 89014, and our telephone number is (702) 317-2300. We do not maintain a website.





**Liquidity and Capital Resources**





We currently have limited working capital with which to satisfy our cash requirements, and we will require additional capital in order to conduct operations. We anticipate that we will need at least $500,000 in additional working capital in order to sustain operations for the next 12 months. This requirement may increase substantially, depending on the nature and capital requirements of the business opportunities we elect to pursue.





**Off Balance Sheet Arrangements**





We do not have any off-balance sheet financing arrangements.


7





**ITEM 3 - CONTROLS AND PROCEDURES**





Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the last ninety days and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to our company is recorded, processed, summarized, and reported in a timely manner.





It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As a small organization, the effectiveness of our controls heavily depends on the direct involvement of our Chief Executive Officer and Chief Financial Officer.





There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.





**PART II: OTHER INFORMATION**





**ITEM 1 - LEGAL PROCEEDINGS**




None.


**ITEM 2 - CHANGES IN SECURITIES**





(a) On August 31, 2004, we issued an aggregate of 40,278,490 shares of our common stock to Loyola Holdings, Inc. and Margot Hutchinson for a purchase price of U.S. $0.002731 per share, or an aggregate of $110,000.00. We issued 20,139,245 shares to Loyola Holdings, Inc. and 20,139,245 shares to Margot Hutchinson. This issuance was exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended.





On August 31, 2004, we issued issue 4,305,566 shares of our common stock to Randall K. Read as partial consideration for Mr. Reads agreement to release and indemnify us under a Release and Indemnity Agreement. This issuance was exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended.





(b) None.





(c) None.





(d) None.





**ITEM 3 - DEFAULT UPON SENIOR SECURITIES**





None.





**ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM 5 - OTHER INFORMATION**




None.


8





**ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K**





(a) Exhibits .








|Item No. | Description                                                                                                                                                      | Method of Filing                                                                                                           
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------
|2.1      | Stock Purchase Agreement                                                                                                                                         | Filed as Exhibit 2.1 to Form 8-K filed with the Commission on September 9, 2004 and incorporated herein by reference       
|3(a)(1)  | Articles of Incorporation as Amended and restated                                                                                                                | Filed as Exhibit 3(a) to Form 10-KSB filed with the Commission on December 31, 1985 and incorporated herein by reference   
|3(a)(2)  | Articles of Amendment to the Articles of Incorporation of Dixie National Corporation dated May 23, 1986                                                          | Filed as Exhibit 3(a)(2) to Form 10-KSB filed with the Commission on December 31, 1994 and incorporated herein by reference
|3(a)(3)  | Articles of Amendment to the Articles of Incorporation of Dixie National Corporation dated January 24, 1995                                                      | Filed as Exhibit 3(a)(2) to Form 10-KSB filed with the Commission on December 31, 1994 and incorporated herein by reference
|3(a)(4)  | Articles of Amendment to the Articles of Incorporation filed on April 4, 2001                                                                                    | Filed as Exhibit 3(a)(4) to Form 10-KSB filed with the Commission on December 31, 2000 and incorporated herein by reference
|3(b)     | Bylaws, as amended                                                                                                                                               | Filed as Exhibit 3(b) to Form 10-KSB filed with the Commission on December 31, 1990 and incorporated herein by reference   
|3(b)(1)  | Amendment to Article III of Bylaws Effective January 24, 1996                                                                                                    | Filed as Exhibit 3(b)(1) to Form 10-KSB filed with the Commission on December 31, 1995 and incorporated herein by reference
|3(b)(2)  | Amendment to Article IV of Bylaws effective March 24, 1996                                                                                                       | Filed as Exhibit 3(b)(2) to Form 10-KSB filed with the Commission on December 31, 1995 and incorporated herein by reference
|3(b)(3)  | Amendment to Article III of Bylaws effective September 26, 1996                                                                                                  | Filed as Exhibit 3(b)(3) to Form 10-KSB filed with the Commission on December 31, 1996 and incorporated herein by reference
|10.1     | Release and Indemnity Agreement                                                                                                                                  | Filed as Exhibit 10.1 to Form 8-K filed with the Commission on September 9, 2004 and incorporated herein by reference      
|31       | Certification of Ash Mascarenhas pursuant to Rule 13a-14(a)                                                                                                      | Filed electronically herewith.                                                                                             
|32       | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | Filed electronically herewith.                                                                                             







(b) Reports on Form 8-K





We filed Form 8-K on September 9, 2004 reporting the change in control of the Company. For further discussion refer to Part I, Item 2 of this filing.


9








**SIGNATURES**





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





**TRADEQUEST INTERNATIONAL, INC.**Date: November 22, 2004
By:
/s/ Ash MascarenhasAsh MascarenhasTitle: Chief Financial Officer, President and Secretary








































10