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 six month period ended June 30, 2004

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.)


                4938 Hidden Cove Drive, Taylorsville, Utah 84123
                ------------------------------------------------
                     (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 August 24, 2004 the registrant had 5,412,500 shares of Common Stock issued
and outstanding.


<PAGE>



Item 1. Financial Statements


<TABLE>
<CAPTION>

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


                                                                    June 30,    December 31,
                                                                      2004          2003
                                                                 ------------  -------------
                                                                  (Unaudited)
<S>                                                              <C>            <C>
CURRENT ASSETS

   Cash                                                          $         40   $         22
                                                                 ------------   ------------

     Total Current Assets                                                  40             22
                                                                 ------------   ------------

     TOTAL ASSETS                                                $         40   $         22
                                                                 ============   ============


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


CURRENT LIABILITIES

   Accounts payable                                              $      7,943   $      3,791
   Payable - related party (Note 3)                                    35,032         28,598
   Accrued compensation (Note 4)                                       37,100         22,500
   Accrued liability (Note 5)                                          17,500         26,823
                                                                 ------------   ------------

     Total Liabilities                                                 97,575         81,712
                                                                 ------------   ------------

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                    (2,747,901)    (2,732,056)
                                                                 ------------   ------------

   Total Stockholders' Equity (Deficit)                               (97,535)       (81,690)
                                                                 ------------   ------------


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                  $         40   $         22
                                                                 ============   ============
</TABLE>


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



                                       2

<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,
                                  2004           2003          2004          2003         2004
                               -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>
REVENUE

   Royalty Income              $     5,491   $     4,246   $     9,114   $    10,971   $    68,699
                               -----------   -----------   -----------   -----------   -----------

     Total Revenue                   5,491         4,246         9,114        10,971        68,699
                               -----------   -----------   -----------   -----------   -----------

OPERATING EXPENSES

   Consulting fees                   5,000            --        10,000            --     2,609,126
   Professional fees                    --            --            --            --        59,939
   Legal settlement                     --            --            --            --        87,500
   Officer compensation              7,500            --        15,000            --        37,500
   General and administrative        4,969         8,352         9,282        14,080        27,697
                               -----------   -----------   -----------   -----------   -----------

     Total Operating Expenses       17,469         8,352        34,282        14,080     2,821,762
                               -----------   -----------   -----------   -----------   -----------

LOSS FROM OPERATIONS               (11,978)       (4,106)      (25,168)       (3,109)   (2,753,063)
                               -----------   -----------   -----------   -----------   -----------

OTHER INCOME (EXPENSE)

   Forgiveness of debt                  --         3,295         9,323         3,295        11,902
   Interest expense                     --          (506)           --        (1,011)       (6,752)
   Interest income                      --            --            --            --            12
                               -----------   -----------   -----------   -----------   -----------

     Total Other Income
      (Expense)                         --         2,789         9,323         2,284         5,162
                               -----------   -----------   -----------   -----------   -----------

NET LOSS                       $   (11,978)  $    (1,317)  $   (15,845)  $      (825)  $(2,747,901)
                                             ===========   ===========   ===========   ===========


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

WEIGHTED AVERAGE
 SHARES OUTSTANDING              5,411,954     5,411,954     5,411,954     5,411,954
                               ===========   ===========   ===========   ===========

</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 Stockholders' Equity (Deficit)



                                            Common Stock
                                    ---------------------------    Treasury       Accumulated
                                        Shares        Amount         Stock          Deficit
                                    ------------   ------------   ------------   ------------
<S>                                    <C>         <C>            <C>            <C>
Balance, 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 for
 reorganization agreement              1,611,954      2,579,126             --             --

Net loss for the year ended
 December 31, 2001                            --             --             --     (2,586,106)
                                    ------------   ------------   ------------   ------------

Balance, December 31, 2001             3,077,500     14,919,553         (1,112)   (14,921,896)

Common stock issued for
 settlement agreement                  2,335,000         67,715             --             --

Net loss for the year ended
 December 31, 2002                            --             --             --       (100,753)
                                    ------------   ------------   ------------   ------------

Balance, December 31, 2002             5,412,500     14,987,268         (1,112)   (15,022,649)

Net loss for the year ended
 December 31, 2003                            --             --             --        (45,197)
                                    ------------   ------------   ------------   ------------

Balance, December 31, 2003             5,412,500     14,987,268         (1,112)   (15,067,846)

Net loss for the six months ended
 June 30, 2004 (unaudited)                    --             --             --        (15,845)
                                    ------------   ------------   ------------   ------------

Balance, June 30, 2004 (unaudited)     5,412,500   $ 14,987,268   $     (1,112)  $(15,083,691)
                                    ============   ============   ============   ============


Deficit accumulated prior to development stage                                   $(12,335,790)
Deficit accumulated during development stage                                       (2,747,901)
                                                                                 ------------

Total Accumulated Deficit                                                        $(15,083,691)
                                                                                 ============
</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,
                                                     2004           2003       2004
                                                 ------------  ------------  -----------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                             $   (15,845)  $      (825)  $(2,747,901)
   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
     Gain on forgiveness of debt                      (9,323)           --       (11,902)
   Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable           4,152          (135)       10,522
     Increase in payable - related party               6,434            --        35,032
     Increase (decrease) in accrued liabilities           --         1,011        26,823
     Increase in accrued compensation                 14,600            --        37,100
                                                 -----------   -----------   -----------

       Net Cash Provided (Used) by Operating
         Activities                                       18            51        (3,485)
                                                 -----------   -----------   -----------

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 Used by Financing Activities              --            --            --
                                                 -----------   -----------   -----------

NET INCREASE (DECREASE) IN CASH                           18            51        (3,485)

CASH AT BEGINNING OF PERIOD                               22            31         3,525
                                                 -----------   -----------   -----------

CASH AT END OF PERIOD                            $        40   $        82   $        40
                                                 ===========   ===========   ===========

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

<PAGE>



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

                                       5
</TABLE>

                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 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 six months ended June 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 -  RELATED PARTY TRANSACTIONS

          As of June 30, 2004, the Company owed $35,032 to a related party for
          consulting services performed and expense paid on behalf of the
          Company.

NOTE 4 -  OFFICER COMPENSATION

          The Company accrues $12,500 per quarter in officer compensation for
          the President.


                                       6
<PAGE>




                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 5 -  DEBT RESTRUCTURING

          During the six months ended June 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.





                                       7



<PAGE>




Item 2. Management's Discussion and Analysis of Results of Financial Condition
        and Results of Operations and Plan Of Operation

Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the registrant that involve risks and uncertainties. Certain statements included
in this Form 10-QSB, including, without limitation, statements related to
anticipated cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
registrant's business, including but not limited to, reliance on key customers
and competition in its markets, market demand, product performance,
technological developments, maintenance of relationships with key suppliers,
difficulties of hiring or retaining key personnel and any changes in current
accounting rules, all of which may be beyond the control of the Company. The
registrant's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth therein.

Management's Discussion and Analysis of Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the financial
statements included herein. Further, this quarterly report on Form 10-QSB should
be read in conjunction with the registrant's Financial Statements and Notes to
Financial Statements included in its 2003 Annual Report on Form 10-KSB. In
addition, you are urged to read this report in conjunction with the risk factors
described herein.

The following discussion should be read in conjunction with the registrant's
unaudited interim financial statements and related notes thereto included in
this quarterly report and in its audited financial statements and Management's
Plan of Operations contained in our Form 10-KSB for the year ended December 31,
2003. Certain statements in the following are forward looking statements. Words
such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements.

The registrant did not have any revenue from operations during the fiscal year
ended December 31, 2003 nor during the fiscal quarter ended June 30, 2004. 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 has been to 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.

The registrant is currently in negotiations regarding a potential acquisition.
It anticipates that the transaction should be finalized in the third quarter of
2004, although there are no assurances that any transactions will be finalized.
All information regarding the transaction will be announced upon completion of
definitive documents.



<PAGE>
The registrant 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). The registrant's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. 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. The registrant's
certifying officer has concluded that the registrant's disclosure controls and
procedures are effective in reaching that level of assurance.

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.



<PAGE>



                                     PART II

Item 6.

     (A)  Exhibits

Exhibit
Number    Description                            Incorporation by Reference to

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 304 Certification

31.2      Sarbanes Oxley Section 304 Certification

32.1      Sarbanes Oxley Section 906 Certification

32.2      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

     (B) Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the quarter ended
June 30, 2004.




<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 24th day of August 2004.

                                        TRADEQUEST INTERNATIONAL, INC.

                                        /s/ Randy Read
                                        -----------------------------
                                        Randy Read
                                        Chief Executive Officer and
                                        Principal Financial Officer




<PAGE>