SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

For the three month period ended June 30, 2003

Commission File Number 0-27609

                         TRADEQUEST INTERNATIONAL, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


         Mississippi                                       64-0440887
-------------------------------                        -------------------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                        Identification No.)


              175 South Main, Suite 111, Salt Lake City, Utah 84111
              -----------------------------------------------------
                     (Address of Principal Executive Office)

        Registrant's telephone number, including area code: 801 595 1635



                                       N/A
                          -----------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or 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      No   X
                                        ---      ---

As of September 22, 2003 the registrant had 5,412,500 shares of Common Stock
issued and outstanding.


<PAGE>



Item 1. Financial Statements

                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2003 and December 31, 2002




<PAGE>

<TABLE>
<CAPTION>

                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets



                                                                     June 30,      December 31,
                                                                       2003            2002
                                                                   -----------     ------------
                                                                   (Unaudited)
                                     ASSETS
                                     ------
<S>                                                                 <C>            <C>
CURRENT ASSETS

   Cash                                                             $     82       $        31
                                                                    ----------     ------------

     Total Current Assets                                                 82                31
                                                                    ----------     ------------

     TOTAL ASSETS                                                   $     82       $        31
                                                                    ==========     ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                 $  5,588       $     6,723
   Accounts payable - related party (Note 3)                           6,000             5,000
   Accrued liabilities                                                25,812            24,801
                                                                    ----------     ------------

     Total Liabilities                                                37,400            36,524
                                                                    ----------     ------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock; authorized 50,000,000 common shares
    at no par value; 5,412,500 shares issued; 5,411,954
    shares outstanding                                            14,987,268        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                   (2,687,684)       (2,686,859)
                                                                 -------------     ------------

   Total Stockholders' Equity (Deficit)                              (37,318)          (36,493)
                                                                 -------------     ------------


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                  $        82       $        31
                                                                 =============     ============

</TABLE>


   The accompanying notes are an integral part of these financial statements
                                       3

<PAGE>


<TABLE>
<CAPTION>

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


                                                                                                 From
                                                                                            Inception of the
                                                                                              Development
                                                                                               Stage on
                                     For the Three Months Ended  For the Six Months Ended      January 1,
                                              June 30,                   June 30,            2001 Through
                                     -------------------------   --------------------------     June 30,
                                         2003          2002          2003          2002           2003
                                     -----------  ------------   -----------  -------------  --------------
<S>                                   <C>          <C>            <C>          <C>            <C>
REVENUE

   Royalty Income                     $    4,246   $       -      $   10,971   $       -      $     53,575
                                      -----------  ----------     -----------  ----------    --------------

     Total Revenue                         4,246           -          10,971            -           53,575
                                      ----------   ----------     ----------   ----------    --------------

OPERATING EXPENSES

   Consulting fees                             -            -              -            -        2,579,126
   Professional fees                           -            -              -          650           45,384
   Legal settlement                            -            -              -       19,785           87,500
   General and administrative              8,352          612         14,080        1,194           27,179
                                      -----------  -----------    -----------  -----------   --------------

     Total Operating Expenses              8,352          612         14,080       21,629        2,739,189
                                      -----------  -----------    -----------  -----------   --------------

LOSS FROM OPERATIONS                      (4,106)        (612)        (3,109)     (21,629)      (2,685,614)
                                      -----------  -----------    -----------  -----------   --------------

OTHER INCOME (EXPENSE)

   Forgiveness of debt                     3,295            -          3,295            -            3,295
   Interest expense                         (506)        (505)        (1,011)      (3,497)          (5,377)
   Interest income                             -            -              -            -               12
                                      -----------  -----------    -----------  -----------   --------------

     Total Other Income (Expense)          2,789         (505)         2,284       (3,497)          (2,070)
                                      -----------  -----------    -----------  -----------   --------------

NET LOSS                              $   (1,317) $    (1,117)    $     (825) $   (25,126)   $  (2,687,684)
                                      ===========  ===========    ===========  ===========   ==============

BASIC LOSS PER SHARE                  $    (0.00) $     (0.00)    $    (0.00) $     (0.01)
                                      ===========  ===========    ===========  ===========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                           5,411,954    3,076,954      5,411,954    3,076,954
                                      ===========  ===========    ===========  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>


<TABLE>
<CAPTION>

                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                From
                                                                                           Inception of the
                                                                                              Development
                                                                                              Stage on
                                                           For the Six Months Ended        January 1,
                                                                   June 30,                 2001 Through
                                                         ----------------------------         June 30,
                                                              2003          2002                 2003
                                                         ------------    ------------     -----------------
<S>                                                      <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                              $      (825)    $    (25,126)    $      (2,687,684)
   Adjustments to reconcile net loss to
    cash used by operations:
     Common stock issued for legal settlement                      -                -                67,715
     Common stock issued for services                              -                -             2,579,126
   Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable,
       accounts payable - related party, and
       other liabilities                                         876           25,126                37,400
                                                         ------------    ------------     -----------------

       Net Cash Provided (Used) by
           Operating Activities                                   51                -                (3,443)
                                                         ------------    ------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES                               -                -                     -
                                                         ------------    ------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Cash received for reorganization agreement                      -                -               250,000
   Payment of reorganization agreement deposit                     -                -              (250,000)
                                                         ------------    ------------     -----------------

       Net Cash Provided (Used) by
           Financing Activities                                    -                -                     -
                                                         ------------    ------------     -----------------

NET INCREASE (DECREASE) IN CASH                                   51                -                (3,443)

CASH AT BEGINNING OF PERIOD                                       31               35                 3,525
                                                         ------------    ------------     -----------------

CASH AT END OF PERIOD                                    $        82     $         35     $              82
                                                         =============   ============     =================

CASH PAID DURING THE PERIOD FOR:

   Interest                                               $        -     $          -     $               -
   Income taxes                                           $        -     $          -     $               -

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for legal settlement               $        -     $          -     $          67,715
   Common stock issued for services                       $        -     $          -     $       2,579,126
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       5


<PAGE>

                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2003 and December 31, 2002



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, 2002 Annual Report on Form 10-KSB. Operating results
          for the six months ended June 30, 2003 are not necessarily indicative
          of the results that may be expected for the year ending December 31,
          2003.

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.


                                      6
<PAGE>

                        TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2003 and December 31, 2002



NOTE 3 -  RELATED PARTY TRANSACTIONS

          As of June 30, 2003, the Company owed $6,000 to related parties for
          consulting services performed and for payment of operating expense.


<PAGE>

Item 2. Plan Of Operation

The accompanying financial statements have been prepared assuming that the
registrant will continue as a going concern. Having royalty income as its only
source of income, raises substantial doubt about the ability of the registrant
to continue as a going concern.

The registrant's plan of operations for the remainder of the fiscal year is seek
out a privately held business with whom the registrant can reorganize so as to
take advantage of the Registrant's status as a publicly held corporation.

In September of 2002, Mr. Read took over the day to day operations of the
registrant.

The registrant has restructured its management team, and will seek acquisitions
and mergers of private companies looking for a public vehicle to expand and grow
their business.

While the registrant has received $10,900 of royalty income through the six
months ended June 30, 2003, it anticipates operating at a loss for the current
fiscal year. The registrant does not intend to incur significant operating
expenses, hire additional employees or to incur debt.

The registrant intends to raise fund through private placement of it common
stock. The proceeds of the placement will be used for mergers and acquisitions.

Item 3 Controls and procedures

The registrant maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the registrant's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the registrant carried out an
evaluation, under the supervision and with the participation of the registrant's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
registrant's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
registrant's disclosure controls and procedures were effective.

There have been no significant changes in the registrant's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the date the registrant completed its evaluation.

                                       8
<PAGE>


                                     PART II

Item 6.

     (A)  Exhibits
<TABLE>
<CAPTION>

Exhibit
Number       Description                             Incorporation by Reference to

<S>         <C>                                      <C>
2.9         Agreement and Plan of Reorganization     Registrant's Annual Report on
            With Tradequest, Inc.,                   Form 10-KSB for the year ended
            dated November 27, 2001                  December 31, 2000

2.10        Memorandum Agreement Extending           Registrant's Annual Report on
            Closing of Tradequest, Inc.              Form 10-KSB for the year ended
            Reorgnization dated March 3, 2001        December 31, 2000

2.11        Closing Memorandum of                    Registrant's Annual Report on
            Tradequest, Inc. Reorganization          Form 10-KSB for the year ended
            Agreement dated April 23, 2001           December 31, 2000


(3)(a)(1)   Articles of Incorporation as             Registrant's Annual Report on
            Amended and restated                     Form 10-K for the year ended
                                                     December 31, 1985. Exhibit (3a)

(3)(a)(2)   Articles of Amendment to the             Registrant's Annual Report of
            Articles of Incorporation of             Form 10-K for the year ended
            Dixie National Corporation               December 31, 1994. Exhibit Dated
                                                     May 23, 1986 (3)(a)(2).

3)(a)(3)    Articles of Amendment to the             Registrant's Annual Report on
            Articles of Incorporation of             Form 10-K for the year ended
            Dixie National Corporation               December 31, 1994. Exhibit Dated
                                                     January 24, 1995 (3)(a)(2).

(3)(a)(4)   Articles of Amendment to the             Registrant's Annual Report on
            Articles of Incorporation                Form 10-KSB for the year ended
            filed on April 4, 2001                   December 31, 2000, Exhibit (3)(a)(4)

(3)(b)      Bylaws, as amended                       Registrant's Annual Report on
                                                     Form 10-K for the year ended
                                                     December, 31, 1990.  Ex. (3(b).

(3)(b)(1)   Amendment to Article III                 Registrant's Annual Report on
            of Bylaws Effective                      Form 10-K for the year ended
            Jan. 24, 1996                            December 31, 1995.  Ex.(3)(b)(1)

(3)(b)(2)   Amendment to Article IV of               Registrant's Annual Report on Bylaws
            Effective March 24, 1996                 Form 10-K for the year ended
                                                     December 31, 1995. Ex.(3)(b)(2)

(3)(b)(3)   Amended Bylaws at Article III            Registrants Annual Report on Effective
            September 26, 1996                       Form 10-K for the year ended
                                                     December 31, 1996. Ex.(3)(b)(3)

31.1        Sarbanes Oxley Section 302 Certification
32.1        Sarbanes Oxley Section 906 Certification

99.1        Settlement Agreement dated               Registrant's Current Report on
            September 19, 2002                       Form 8-K dated June 6, 2003
</TABLE>
     (B) Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the quarter ended
June 30, 2003.

                                       9
<PAGE>




                                   SIGNATURES

     In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 22nd day of September 2003.



                                        TRADEQUEST INTERNATIONAL, INC.

                                        /s/ Peter Johnson
                                        -----------------------------
                                        Peter Johnson
                                        Chief Executive Officer and
                                        Chief Financial Officer


                                       10