SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

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

    For the fiscal year ended                      Commission file number
         DECEMBER 31, 2002                                 0-3296

                         TRADEQUEST INTERNATIONAL, INC.
             (Exact Name of Registrant As Specified In Its Charter)


                  MISSISSIPPI                       64-0440887
               (State or other jurisdiction        (IRS employer
           of 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


           Securities registered pursuant to section 12(g) of the Act:
                   Common Capital Stock no par value per share
                                (Title Of Class)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by section 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 [ ] no [X]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of regulation s-b is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part iii of this form 10-ksb or any amendment to
this form 10-ksb. [X]

State issuer's revenues for its most recent fiscal year:  $0.00

As of September 15, 2003, 5,412,500 common shares were outstanding, and the
aggregate market value of the common shares (based upon the closing average of
the bid and asked prices on the pink sheet market on September 15, 2003 of
Tradequest International, Inc., held by non-affiliates was approximately
$114,375.

                       Documents incorporated by reference:  none.




<PAGE>



Part I
Item 1 - Business

Tradequest International Inc., formerly Ethika Corporation ("Tradequest" or the
"Registrant"), for the three most recent fiscal years has been seeking a
privately held business, which seeks to become a publicly held corporation
through a change in control reorganization with the Registrant.

On April 2, 2001 the Registrant closed an Agreement and Plan of Reorganization
with Tradequest, Inc., a Utah corporation headquartered in Salt Lake City, Utah.
Tradequest was a developmental stage company engaged in the business of
providing barter exchange services for consumers and businesses. As a result of
the reorganization Ethika changed its name to Tradequest International, Inc. A
reverse split of the outstanding Ethika common stock on a fifty to one basis
with fractional shares being rounded up to the next multiple of fifty shares was
effective on April 12, 2001 and the shares began to trade under the new symbol
of TQST on the split basis on April 16, 2001. New management was also appointed
with Dean Casutt as the new President and Chairman. Mr. Casutt was the president
and principal shareholder of the Utah corporation purportedly operating the
barter exchange business which was to be the new business of the registrant.
However due to legal proceedings against Mr. Casutt, initially unrelated to the
registrant, Mr. Casutt never began operations of the barter exchange services as
the reorganized company.

On September 19, 2002, the Registrant entered into a settlement agreement with
Randall K. Read, Dean Casutt, Dennis Neilsen and Dennis Brovarone. The
settlement agreement provided for the following:

     Dismissal of a legal action by Mr. Read against, the Registrant, Mr.
     Casutt, Mr. Neilsen and Mr. Brovarone;

     The rescission of the April 2001 reorganization agreement between the
     Registrant and Tradequest International, Inc., a Utah corporation;

     The resignation of Mr. Casutt, Catherine Casutt and Larry Casutt from the
     Registrant's board of directors;

     The appointment of Mr. Read, Karleen Read and Ashley Jorgensen to the
     Registrant's board of Directors;

     The cancellation of 4,486,425 shares of common stock issued to Dean Casutt,
     Larry Casutt and Choice Holdings Inc.; and

     The issuance of 2,335,000 shares to Randall K. Read.

As a result of this settlement agreement, the new management of the registrant
took the actions necessary to obtain audited financial statements of the
registrant for the fiscal years ended December 31, 2001 and 2002 and the filing
of the registrant's delinquent reports with the U.S. Securities and Exchange
Commission. Management is resuming the business of the registrant prior to the
rescinded reorganization agreement which is 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.
<PAGE>
         Employees

At September 15, 2003, the Registrant has two employees, its President, Randy
Read and its Chief Executive Officer and Chief Financial Officer, Peter Johnson.

Item 2 -  Properties

The registrant's office space is provided by its Chief Executive Officer without
cost to the registrant. As the cost is deemed immaterial, no rent expense has
been recorded in the financial statements.

Item 3 - Legal Proceedings

The registrant is not a party to any known litigation at this time. The
registrant had a default judgment entered in Utah District Court against it by
Uintah Mountain Ranchers Inc. in the amount of $19,785.

Item 4 - Submission Of Matters To A Vote Of Security Holders:  None

                                     Part II

Item 5- Market For Registrant's Common Equity And Related Stockholder Matters

The Registrant's common stock has traded on the Pink Sheet Market under the
symbol TQST since April 16, 2001. The following table sets forth the reported
high and low bid prices as reported by the Pink Sheet Market for the quarters
indicated. This information does not include retail markups, markdowns, or
commissions.

                                         2002                   2001
                                    ---------------       ---------------
          Quarter Ending            High        Low       High        Low
          --------------            ----        ---       ----        ---
          March 31                  0.06        0.05      0.037       0.015
          June 30                   0.05        0.02      1.40        0.36
          September 30              0.02        0.02      0.36        0.36
          December 31               0.02        0.015     0.36        0.01


No dividends were paid on the Registrant's common stock during the last two
years, and the Registrant does not intend to pay dividends in the foreseeable
future. The number of holders of record of common stock of the Registrant on
September 15, 2003 was approximately 2,300.

The Registrant does not have an Equity Compensation Plan.



<PAGE>



Item 6 - Management's Plan of Operations

The registrant did not have any revenue from operations during the fiscal year
ended December 31, 2001 nor during the current fiscal year. The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. Having royalty income as its only source of income, raises
substantial doubt about the ability of the Company 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.

The registrant in currently operating at a loss due to expenses of engaging
auditors and counsel to bring all filings current. 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.

         Liquidity and Capital Resources

The registrant received a royalty payment of $20,937 during 2002 from Text
Retrieval Systems, Inc., pursuant to the Registrant's February, 1998 sale of its
former subsidiary. The royalty payment is on each subscription of Text Retrieval
Systems, Inc.'s HR Comply product and will continue until such time that the
Registrant has been paid a total of $1,500,000. A total of $72,957 has been
received as of December 31, 2002.

         Results of Operation

During the fiscal year ended December 31, 2002, the registrant had the following
expenses and net loss from operations:

Operating Expenses

   Professional fees                        $     26,935
   Legal settlement                               87,500
   General and administrative                      2,889
                                            ------------

   Total Operating Expenses                      117,324
                                            ------------

Loss From Operations                        $    (96,387)
                                            ------------

The $26,935 of professional fees consisted primarily of $20,920 paid to Randall
K. Read and fees paid to the prior auditor. The $87,500 in legal settlement cost
consists of the value of the 2,335,000 shares issued to Randall K. Read in the
September 2002 settlement agreement and $19,785 from a default judgment in favor
of Uintah Mountain Ranchers Inc., in February 2002.


<PAGE>




Item 7 Financial Statements

                         TRADEQUEST INTERNATIONAL, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 2002


<PAGE>



                                 C O N T E N T S

Independent Auditors' Report........................................... 3

Balance Sheet.......................................................... 4

Statements of Operations............................................... 5

Statements of Stockholders' Equity (Deficit)........................... 6

Statements of Cash Flows............................................... 7

Notes to the Financial Statements...................................... 8





<PAGE>



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors
Tradequest International, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Tradequest International, Inc.
(a development stage company), as of December 31, 2002 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended December 31, 2002 and 2001 and from inception of the development
stage on January 1, 2001 through December 31, 2002. These financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tradequest International, Inc.
(a development stage company), as of December 31, 2002 and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001 and
from inception of the development stage on January 1, 2001 through December 31,
2002 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
August 21, 2003


<PAGE>

<TABLE>
<CAPTION>

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

                                                                        December 31,
                                                                           2002
                                                                      ---------------
CURRENT ASSETS
<S>                                                                    <C>
   Cash                                                                $         31
                                                                       -------------
     Total Current Assets                                                        31
                                                                       -------------

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


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

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

     Total Liabilities                                                       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 at December 31, 2002                              14,987,268
   Treasury stock (546 shares)                                               (1,112)
   Deficit accumulated prior to development stage                       (12,335,790)
   Deficit accumulated during development stage                          (2,686,859)
                                                                       -------------

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


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              $         31
                                                                       =============
</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 Operations


                                                                                             From
                                                                                       Inception of the
                                                                                          Development
                                                                                           Stage on
                                                              For the Years Ended          January 1,
                                                                 December 31,             2001 Through
                                                       ----------------------------       December 31,
                                                            2002            2001             2002
                                                       -------------  -------------     ---------------
REVENUE
<S>                                                     <C>           <C>               <C>
   Royalty Income                                       $     20,937  $      21,667     $      42,604
                                                        ------------  -------------     -------------

     Total Revenue                                            20,937         21,667            42,604
                                                        -----------   -------------     -------------

OPERATING EXPENSES

   Cost of failed acquisition                                      -      2,579,126        2,579,126
   Professional fees                                          26,935         18,449           45,384
   Legal settlement                                           87,500              -           87,500
   General and administrative                                  2,889         10,210           13,099
                                                        ------------  --------------    -------------

     Total Operating Expenses                                117,324      2,607,785        2,725,109
                                                        ------------  --------------    -------------

LOSS FROM OPERATIONS                                         (96,387)    (2,586,118)      (2,682,505)
                                                        ------------  --------------    -------------

OTHER INCOME (EXPENSE)

   Interest expense                                           (4,366)             -           (4,366)
   Interest income                                                 -             12               12
                                                        ------------  --------------     ------------

     Total Other Income (Expense)                             (4,366)            12            (4,354)
                                                        ------------  -------------      ------------

NET LOSS                                                $   (100,753) $  (2,586,106)    $ (2,686,859)
                                                        ============  ==============     ============

BASIC LOSS PER SHARE                                    $      (0.03) $       (0.99)
                                                        ============  ==============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                               3,267,768       2,608,850
                                                        ============  ==============
</TABLE>



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

                                       5

<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)
                                                          ===========    ============    ==========    =============

Deficit accumulated prior to development stage                                                         $(12,335,790)
Deficit accumulated during development stage                                                             (2,686,859)
                                                                                                       -------------
Total Accumulated Deficit                                                                              $(15,022,649)
                                                                                                       =============

</TABLE>


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

                                       6
<PAGE>

<TABLE>
<CAPTION>
                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows


                                                                                             From
                                                                                       Inception of the
                                                                                          Development
                                                                                           Stage on
                                                              For the Years Ended          January 1,
                                                                 December 31,            2001 Through
                                                         ----------------------------     December 31,
                                                               2002           2001           2002
                                                         ------------     -----------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>              <C>            <C>
   Net loss                                             $   (100,753)    $ (2,586,106)  $   (2,686,859)
   Adjustments to reconcile net loss to
    cash used by operations:
     Common stock issued for legal settlement                 67,715                -           67,715
     Common stock issued for services                              -        2,579,126        2,579,126
   Changes in operating assets and
     liabilities:
     Increase in accounts payable, accounts
     payable-related party and other liabilities              33,034            3,490           36,524
                                                        ------------  ----------------   --------------

       Net Cash Used by Operating Activities                      (4)          (3,490)          (3,494)
                                                        ------------  ----------------   --------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

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

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

NET DECREASE IN CASH                                              (4)          (3,490)          (3,494)

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

CASH AT END OF PERIOD                                   $         31       $       35    $          31
                                                        ============  ================   ==============

CASH PAID DURING THE PERIOD FOR:

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

NON-CASH FINANCING ACTIVITIES:

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

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

                                       7
<PAGE>
                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   Organization

          The financial statements presented are those of Tradequest
          International, Inc., (a development stage company) (the Company). The
          Company was incorporated in the State of Mississippi on August 8, 1966
          as Modern Dixie Corporation, for the purpose of seeking business
          opportunities by mergers, acquisitions and/or asset purchases. The
          Company changed its name various times. On April 4, 2001, the
          Company's name was changed to Tradequest International, Inc.

          On January 1, 2001, the Company reentered the development stage and is
          considered a development stage company as defined by SFAS No. 7.

     b.   Accounting Method

          The Company's financial statements are prepared using the accrual
          method of accounting. The Company has selected a December 31 year-end.

     c.   Basic Loss per Share

                                                   For the Year Ended
                                                     December 31, 2002
                                     ------------------------------------------
                                        Loss            Shares      Per Share
                                     (Numerator)     (Denominator)   Amount
                                     -----------     -------------- -------
                                     $ (100,753)       3,267,768    $(0.03)
                                     ===========     ==============  ======


                                                   For the Year Ended
                                                     December 31, 2001
                                     ------------------------------------------
                                       Loss            Shares      Per Share
                                    (Numerator)      (Denominator)  Amount
                                   -------------      ----------- ---------
                                   $ (2,586,106)       2,608,850   $ (0.99)
                                   =============      =========== =========


          The computation of basic loss per share of common stock is based on
          the weighted average number of shares outstanding.

                                       8
<PAGE>



                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     d.   Provision for Taxes

          Deferred taxes are provided on a liability method whereby deferred tax
          assets are recognized for deductible temporary differences and
          operating loss and tax credit carryforwards and deferred tax
          liabilities are recognized for taxable temporary differences.
          Temporary differences are the differences between the reported amounts
          of assets and liabilities and their tax bases. Deferred tax assets are
          reduced by a valuation allowance when, in the opinion of management,
          it is more likely that not that some portion or all of the deferred
          tax assets will not be realized. Deferred tax assets and liabilities
          are adjusted for the effects of changes in tax laws and rates on the
          date of enactment.

          Net deferred tax assets consist of the following components as of
          December 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                             2002                2001
                                                     ------------------  ------------------
              Deferred tax assets:
<S>                                                  <C>                 <C>
                    NOL Carryover                    $        1,563,050  $        1,523,720
                    Contributed carryover                       858,000             858,000

              Deferred tax liabilities:                               -                  -

              Valuation allowance                            (2,421,050)         (2,381,720)
                                                     ------------------  ------------------

              Net deferred tax asset                 $                -  $                -
                                                     ==================  ==================
</TABLE>

              The income tax provision differs from the amount of income tax
              determined by applying the U.S. federal income tax rates of 39% to
              pretax income from continuing operations for the years ended
              December 31, 2002 and 2001 due to the following:
<TABLE>
<CAPTION>

                                                               2002                 2001
                                                        ------------------  ------------------
<S>                                                     <C>                 <C>
              Book Income                               $          (39,330) $       (1,008,600)
              Stock for services                                         -           1,005,840
              Valuation allowance                                   39,330               2,760
                                                        ------------------  ------------------

                                                        $                -  $                -
                                                        ==================  ==================
</TABLE>

              At December 31, 2002, the Company had net operating loss
              carryforwards of approximately $3,906,980 that may be offset
              against future taxable income from the year 2002 through 2022. No
              tax benefit has been reported in the December 31, 2002 financial
              statements since the potential tax benefit is offset by a
              valuation allowance of the same amount.

              Due to the change in ownership provisions of the Tax Reform Act of
              1986, net operating loss carryforwards for Federal income tax
              reporting purposes are subject to annual limitations. Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in future years.

                                       9
<PAGE>




                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e.   Cash Equivalents

          The Company considers all highly liquid investments with a maturity of
          three months or less when purchased to be cash equivalents.

     f.   Estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosure of contingent assets
          and liabilities at the date of the financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

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.

                                       10
<PAGE>



                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001



NOTE 3 - STOCK EXCHANGES

          On April 2, 2001, the Company entered into an acquisition agreement
          whereby it acquired 100% of the issued and outstanding shares of
          Tradequest, Inc. (a Utah corporation) in exchange for 6,098,379 shares
          of its common stock. The agreement was subsequently rescinded as part
          of a settlement agreement dated September 19, 2002, whereby 4,486,425
          of the shares issued were canceled and 2,335,000 shares were issued to
          a shareholder of the Company. The rescission has been recorded
          retroactively in the financial statements.

          As part of the acquisition agreement, the Company's Board of Directors
          authorized a 50-for-1 reverse stock split of its Common Stock,
          effective April 12, 2001, thereby decreasing the number of issued and
          outstanding shares. All references in the accompanying consolidated
          financial statements to the number of common shares and per share
          amounts have been restated to reflect the reverse stock split.

NOTE 4 - ROYALTY AGREEMENT

          On February 17, 1998, the Company completed the disposition of certain
          of its operating units. Under the agreement, disposing of the
          operating units, the Company is to receive future royalties from the
          use of a retrieval system, not to exceed $1,500,000 over the next ten
          years. The Company records royalty revenue when cash is received. The
          Company received royalties of $20,937 during 2002 and $21,667 during
          2001. A total of $72,957 has been received as of December 31, 2002.

NOTE 5 -  STOCK OPTIONS

          At December 31, 2001, the Company had options outstanding to purchase
          1,000,000 shares of the Company's common stock at $0.02 per share.
          These options were held equally by two former Directors and the
          options had been amended to provide that for each former Director,
          100,000 shares were exercisable only after July 4, 2001. These options
          were exercisable until December 31, 2003, and the remaining 400,000
          shares were exercisable only if the individuals owned less than 5% of
          the then outstanding common stock of the Company. As part of the
          settlement agreement executed on September 19, 2002, these options
          became null and void.

                                       11
<PAGE>



                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE 6 - RELATED PARTY TRANSACTION

          As of December 31, 2002, the Company owed a related party $5,000 for
          consulting services performed during the year.

NOTE 7 -  NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

          The Company adopted the provisions of FASB Statement No.145,
          "Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB
          Statement No. 13, and Technical Corrections," FASB Statement No. 146,
          "Accounting for Costs Associated with Exit or Disposal Activities,"
          FIN 44, "Accounting for Certain Transactions Involving Stock
          Compensation (an interpretation of APB Opinion No. 25)," and FASB
          Statement No. 147, "Acquisitions of Certain Financial Institutions -
          an amendment of FASB Statements No. 72 and 144 and FASB Interpretation
          No. 9." The effect of these adopted provisions on the Company's
          financial statements was not significant.

          In December 2002, the FASB issued Statement No. 148, "Accounting for
          Stock-Based Compensation - Transition and Disclosure - an amendment of
          FASB Statement No. 123" (SFAS 148). SFAS 148 is effective for fiscal
          years beginning after December 15, 2003. The Company is currently
          reviewing SFAS 148.

                                       12
<PAGE>



Item 8. Changes in and Disagreements with Accountants

Effective May 30, 2003, Miller & McCollom was dismissed as independent auditors
of Tradequest International Inc. (formerly Ethika Corp.) Effective as of May 30,
2003, the accounting firm of HJ & Associates L.L.C. was engaged by the Company
to serve as the principal accountants to audit the Company's financial
statements. The reports of December 31,2000 on the Company's financial
statements for either of the past two fiscal years did not contain an adverse
opinion nor a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 2000 and December 31,1999, and the
period prior to their dismissal, there were no disagreements on any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which if not resolved to the satisfaction of Miller &
McCollom which would have caused Miller & McCollom to make references to such
matter in their report.

The Company requested that Miller & McCollom furnish it a letter addressed to
the Commission stating whether it agrees with the statements set forth above in
this Item 8. A copy of such letter, dated May 30, 2003 was filed as Exhibit 16
to the Form 8-K filed on June 3, 2003.

Item 8a.  Controls And Procedures

The registrant maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the registrant'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 / 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 Company's
management, including the registrant 's Chief Executive Officer / 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 III

Item 9  -  Directors,   Executive  Officers,   Promoters  And  Control  Persons;
           Compliance With Section 16(A) Of The Exchange Act

         The directors and executive officer of the registrant are:

                                                              Director
          Name                     Position         Age         Since

         Randall K. Read            President &
                                    Director         49          Sept. 2002
         Karleen Read               Director         46          Sept. 2002
         Ashley R. Jorgensen        Director         25          Sept. 2002
         Peter Johnson              CEO/CFO          34          Dec.  2002

Each director holds office until the next annual meeting of shareholders or
until a successor shall be duly elected and qualified.

The registrant's officer serves at the pleasure of the Board of Directors.

         Business Experience

The principal occupations and business experience for the last five years or
more of the directors and executive officer of the registrant are as follows:

Randall K. Read

Mr Read has served as President/CEO of e.n.u.f. internationale since 1987 to
current. E.n.u.f. is an apparel company. He has managed over 200 employees at
the peak of the company. He was also the President of IDF. It was a commercial
dye plant. He managed and directed its growth form 1989 to 1997 at which time
the company was sold. He grew e.n.u.f. to over a 50 million dollar company. It
currently does between 5-10 million a year. Prior to starting e.n.u.f, he was
one of the co-founders of B.U.M. equipment from 1986-1987. Mr. Read is currently
serving as Manager of the READ Group. It is an LLC that hold most of the
trademark names that Mr. Read currently maintains. He is also a Manager of
e.n.u.f. design group that is an apparel consulting firm. He has recently
consulted one of the Harley Davidson licensees. He currently consults a start up
company name Hugger/USA. They are an apparel company also. His background is
start up company's and marketing to retail. He also serves in many capacities in
his church and community. Mr. Read has been married for 26 years, has 4 children
and 2 grandchildren.


Karleen Read

Karleen Read was involved in the start up of e.n.u.f. internationale. She served
from 1987-1992 as Secretary of the corportation. In 1992 should retired from the
company. She has been employed for Nordstrom since 1997 to present. She is a
sales associate.

<PAGE>


Ashley R. Jorgensen

Ashley Jorgensen attends SLCC. She has completed 2 years of schooling and has
been accepted to attend the dental hygienist program. She currently over- sees
publication for AAPC. She does most of the desktop publication and graphics for
this national company. She has been employed from 1996 to current. She has
directed several seminars and training for AAPC.

She is also mother of 2 and has been married for 5 years.

Peter W. Johnson 6/98-11/99
Johnson Capital Consulting, Inc. 6/98-11/99
Mr. Johnson was managing Director & CEO. Responsibilities included start-up
company funding and management assembly.


Utah Capital Ventures, Inc. 11/99-6/03

Mr Johnson is currently the CEO of Utah Capital Ventures, Inc.
based in Salt Lake City, Utah. Responsibilities include Start-Up
company consulting.


      Compliance With Section 16(a) Of The Securities Exchange Act Of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's
Executive Officers and Directors and persons who own more than 10% of its common
stock to file reports of ownership and changes in ownership with the SEC. Such
persons are required by SEC regulations to furnish the Registrant with copies of
all Section 16(a) forms filed by such person. The registrant's Executive Officer
and Directors have not timely filed their reports of ownership.

Item 10 - Executive Compensation

The registrant did not pay any executive compensation during the fiscal years
ended December 31, 2001. During the fiscal year ended December 31, 2002, the
Company paid $20,920 to its president, Randall K. Read for professional services
and has accrued $5,000 as Accounts payable-related party, for consulting
services of Mr. Read rendered during the year ended December 31, 2002.

The registrant has no outstanding options or other agreements whereby management
can acquire an equity interest in the registrant.

         Compensation Of Directors

Directors received no cash compensation or reimbursement of expenses.


<PAGE>



Item 11 - Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth the beneficial ownership of the Registrant's
common stock as of September 15, 2003 of persons known by the Registrant to be
holders of 5% or more of the outstanding common stock. There are 5,412,500
shares outstanding as of September 15, 2003.

Name and Address                     Shares
Of Beneficial Owner                  Beneficially Owned    Percent of Class

Randy Read                                3,100,000                 57%
6141 South, 2300 East
Salt Lake City, UT 84121

Lighthouse, Inc. (1)                        600,000                 11%
1350 E. Draper Parkway
Draper, UT 84020

(1) Lighthouse, Inc., is a corporation of which Mr. Culley Davis is the
principal shareholder

         Security Ownership of Management

The following table sets forth information as to the beneficial ownership of the
Registrant's common stock as of September 15, 2003 by each Director and
Executive Officer and by all Directors and Executive Officers as a group.

Name of                                        Shares               Percent
Beneficial Owner                               Beneficially Owned   of Class

  Randall K. Read, President, Director          3,100,000                57%
  Karleen Read, Director                                0                 0%
  Ashley R. Jorgensen, Director                         0                 0%
  Peter Johnson,  CEO/ CFO                         25,000                 0%
  Directors, nominees, and
   Executive  Officers  as a group              3,125,000                57%
  (4 persons)



Item 12 - Certain Relationships And Related Transactions

The Company has accrued $5,000 as Accounts payable-related party, for consulting
services of its president, Randall K. Read for services rendered during the year
ended December 31, 2002. The Company also issued 2,335,000 shares to Mr. Read
pursuant to the September 2002 settlement agreement.


<PAGE>



Item 13 - Exhibits, Financial Statement Schedules, And Reports On Form 8-K

(a) Exhibits as Required by Item 601 of Regulation S-B:

<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>

<PAGE>

(b) Reports on Form 8-K: The Registrant did not file any reports on Form 8-K
during the last quarter of the year ended December 31, 2001 or 2002.

Item 14.  Principal Accountant Fees And Services

HJ & Associates, LLC, Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal year ending December 31, 2001 and December 31, 2002. HJ & Associates, LLC
has performed the following services and has been paid the following fees for
these fiscal years.

Audit Fees

HJ & Associates, LLC was paid aggregate fees of $4,500 for the fiscal year ended
December 31, 2001 and $3,800 for the fiscal year ended December 31, 2002 for
professional services rendered for the audit of the Company's annual financial
statements and for the reviews of the financial statements included in Company's
quarterly reports on Form 10QSB during these fiscal years.

Audit -Related Fees

HJ & Associates, LLC was not paid any additional fees for the fiscal year ended
December 31, 2001 and December 31, 2002 for assurance and related services
reasonably related to the performance of the audit or review of the Company's
financial statements.

Tax Fees

HJ & Associates, LLC was paid no fees during the fiscal year ended December 31,
2001 and December 31, 2002 for professional services rendered for tax
compliance, tax advice and tax planning.

Other Fees

HJ & Associates, LLC was paid no other fees for professional services during the
fiscal years ended December 31, 2001 and December 31, 2002.


<PAGE>




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.

Dated: September 18, 2003

/s/ PETER JOHNSON
-----------------
Peter Johnson, Chief Executive Officer, Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                       Title                         Date
---------                       -----                         ----

/s/ Randall K. Read
-----------------------------
Randall K. Read                 President, Director     September 18, 2003


/s/ Karleen Read
-----------------------------
Karleen Read                    Director                September 18, 2003



/s/ Ashley R. Jorgensen
-----------------------------
Ashley R. Jorgensen            Director                 September 18, 2003