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, 2003                                 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.)

                4938 Hidden Cove Drive, Taylorsville, Utah 84123
              -----------------------------------------------------
                     (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. [ ]

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

As of March 30, 2004, 5,411,954 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 March 12, 2004 of
Tradequest International, Inc., held by non-affiliates was approximately
$231,500.

                       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 March 30, 2004, the Registrant has one employee, its President, Randy Read.


Item 2 -  Properties

The registrant's office space is provided by its President 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.

                                         2003                   2002
                                    ---------------       ---------------
                                    High        Low       High        Low
          Quarter Ending            ----        ---       ----        ---
          --------------

           March 31                  0.16       0.015      0.06        0.05
           June 30                   0.09       0.05       0.05        0.02
           September 30              0.09       0.05       0.02        0.02
           December 31               0.09       0.06       0.02        0.015


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
March 22, 2004 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, 2003. The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. Having
investment 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 $16,981 during 2003 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 $59,585 has been
received from January 1, 2001 through December 31, 2003


         Results of Operation

During the fiscal year ended December 31, 2003, the registrant had the following
expenses and net loss from operations:

   Professional fees                                    $           14,555
   Consulting Fees                                                  20,000
   Officer Compensation                                             22,500
   General and administrative                                        5,316
                                                        ------------------

   Total Operating Expenses                             $           62,371
                                                         -----------------

Loss From Operations                                    $          (45,390)
                                                         -----------------

     The $14,555 of professional fees consisted primarily of legal and
accounting fees. The Consulting Fees consists of $16,500 paid to Randall K. Read
and $3,500 in fees accrued during the fiscal year ended December 31, 2003. The
Officer Compensation expense was been accrued for the services of Randy K. Read
($15,000) and the former chief executive officer, Peter Johnson ($7,500)
rendered during the fiscal year ended December 31, 2003.

<PAGE>
Item 7 Financial Statements





                         TRADEQUEST INTERNATIONAL, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 2003



                                 C O N T E N T S


Independent Auditors' Report.............................................. F-2

Balance Sheet..............................................................F-3

Statements of Operations.................................................. F-4

Statements of Stockholders' Equity (Deficit).............................. F-5

Statements of Cash Flows.................................................. F-6

Notes to the Financial Statements......................................... F-7





<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, 2003 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended December 31, 2003 and 2002 and from inception of the development
stage on January 1, 2001 through December 31, 2003. 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, 2003 and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
from inception of the development stage on January 1, 2001 through December 31,
2003 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
March 26, 2004



<PAGE>


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


                                                                  December 31,
                                                                     2003

                                 CURRENT ASSETS
                                 --------------

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

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

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


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

CURRENT LIABILITIES

   Accounts payable                                               $      3,791
   Payable - related party (Note 6)                                     28,598
   Accrued Compensation (Note 7)                                        22,500
   Accrued liabilities                                                  26,823
                                                                  ------------

     Total Liabilities                                                  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 at December 31, 2003                         14,987,268
   Treasury stock (546 shares)                                          (1,112)
   Deficit accumulated prior to development stage                  (12,335,790)
   Deficit accumulated during development stage                     (2,732,056)
                                                                  ------------

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


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $         22
                                                                  ============




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

                                      F-3

<PAGE>

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

                                                                     From
                                                               Inception of the
                                                                  Development
                                                                    Stage on
                                                                   January 1,
                                        For the Years Ended      2001 Through
                                            December 31,          December 31,
                                       2003            2002          2003
                                    -----------    -----------    -----------
REVENUE

   Royalty Income                   $    16,981    $    20,937    $    59,585
                                    -----------    -----------    -----------

     Total Revenue                       16,981         20,937         59,585
                                    -----------    -----------    -----------

OPERATING EXPENSES

   Consulting fees                       20,000             --      2,599,126
   Professional fees                     14,555         26,935         59,939
   Legal settlement                          --         87,500         87,500
   Officer Compensation                  22,500             --         22,500
   General and administrative             5,316          2,889         18,415
                                    -----------    -----------    -----------

     Total Operating Expenses            62,371        117,324      2,787,480
                                    -----------    -----------    -----------

LOSS FROM OPERATIONS                    (45,390)       (96,387)    (2,727,895)
                                    -----------    -----------    -----------

OTHER INCOME (EXPENSE)

   Gain on forgiveness of debt            2,579             --          2,579
   Interest expense                      (2,386)        (4,366)        (6,752)
   Interest income                           --             --             12
                                    -----------    -----------    -----------

     Total Other Income (Expense)           193         (4,366)        (4,161)
                                    -----------    -----------    -----------

LOSS BEFORE INCOME TAX                  (45,197)      (100,753)    (2,732,056)
                                    -----------    -----------    -----------

   Income tax                                --             --             --
                                    -----------    -----------    -----------

NET LOSS                            $   (45,197)   $  (100,753)   $(2,732,056)
                                    ===========    ===========    ===========

BASIC LOSS PER SHARE                $     (0.01)   $     (0.03)
                                    ===========    ===========

WEIGHTED AVERAGE SHARES
 OUTSTANDING                          5,411,954      3,267,768
                                    ===========    ===========


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


                                      F-4
<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)
                                                 ============    ============    ============    ============

Deficit accumulated prior to development stage                                                   $(12,335,790)
Deficit accumulated during development stage                                                       (2,732,056)
                                                                                                 ------------

Total Accumulated Deficit                                                                        $(15,067,846)
                                                                                                 ============
</TABLE>


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


                                      F-5
<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,
                                                      2003           2002               2003
                                                  ------------   -----------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>            <C>              <C>
   Net loss                                       $   (45,197)   $  (100,753)     $ (2,732,056)
   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
     Gain on forgiveness of debt                        2,579             --             2,579
   Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable           (5,511)         3,233             1,212
     Increase in payable - related party               23,598          5,000            28,598
     Increase in accrued liabilities                    2,022         24,801            26,823
     Increase in accrued compensation                  22,500             --            22,500
                                                  -----------    -----------       -----------

       Net Cash Used by Operating Activities               (9)            (4)           (3,503)
                                                  -----------    -----------       -----------

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 DECREASE IN CASH                                       (9)            (4)           (3,503)

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

CASH AT END OF PERIOD                             $        22    $        31       $        22
                                                  ===========    ===========       ===========

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

</TABLE>


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

                                      F-6

<PAGE>


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


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, 2003
                                  ---------------------------------------------
                                      Loss            Shares          Per Share
                                   (Numerator)      (Denominator)      Amount

                                  $   (45,197)         5,411,954     $  (0.01)
                                  ============      ============     =========

                                                  For the Year Ended
                                                   December 31, 2002
                                  ----------------------------------------------
                                      Loss              Shares        Per Share
                                   (Numerator)      (Denominator)      Amount

                                  $  (100,753)         3,267,768     $  (0.03)
                                  ============       ===========     =========


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

     The Company's stock purchase options outstanding at December 31, 2002, have
     been excluded from the basic net loss per share calculation as they are
     anti-dilutive. The Company has excluded 1,000,000 common stock equivalents
     at December 31, 2002.


                                      F-7
<PAGE>

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


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 carry forwards 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, 2003 and 2002:

                                                          2003         2002
                                                      -----------  -----------
              Deferred tax assets:
                    NOL Carryover                     $ 3,045,640  $ 1,563,050
                    Contributed carryover                 861,570      858,000

              Deferred tax liabilities:                         -           -

              Valuation allowance                      (3,907,210)  (2,421,050)
                                                      -----------  -----------

              Net deferred tax asset                  $         -  $         -
                                                      ===========  ===========

              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, 2003 and 2002 due to the following:

                                                            2003        2002
                                                        ----------  -----------

              Book Income                               $  (17,626) $   (39,330)
              Related Party Accruals                        10,140            -
              Stock for services                               (40)           -
              Valuation allowance                            7,526       39,330
                                                        ----------  -----------

                                                        $        -  $         -
                                                        ==========  ===========

              At December 31, 2003, the Company had net operating loss
              carryforwards of approximately $7,800,000 that may be offset
              against future taxable income from the year 2003 through 2023. No
              tax benefit has been reported in the December 31, 2003 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 carry forwards for Federal income tax reporting purposes are
              subject to annual limitations. Should a change in ownership occur,
              net operating loss carry forwards may be limited as to use in
              future years.

                                      F-8
<PAGE>


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


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.

     g.   Newly Issued Accounting Pronouncements

     During the year ended December 31, 2003, the Company adopted the following
     accounting pronouncements which had no impact on the financial statements
     or results of operations:

          o    SFAS No. 143, Accounting for Asset Retirement Obligations;
          o    SFAS No.145, Recision of FASB Statements 4, 44, and 64, amendment
               of Statement 13, and Technical Corrections;
          o    SFAS No. 146, Accounting for Exit or Disposal Activities;
          o    SFAS No. 147, Acquisitions of certain Financial Institutions; and
          o    SFAS No. 148, Accounting for Stock Based Compensation.
          o    SFAS No.149, Amendment of Statement 133 on Derivative Instruments
               and Hedging Activities;
          o    SFAS No.150, Accounting for Certain Financial Instruments with
               Characteristics of both Liabilities and Equity

     In addition, during the year ended December 31, 2003, FASB Interpretations
     No. 45 and No. 46, along with various Emerging Issues Task Force
     Consensuses (EITF) were issued and adopted by the Company and had no impact
     on its financial statements.

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.



                                      F-9
<PAGE>

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

NOTE 2 - GOING CONCERN (continued)

     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 -  STOCK EXCHANGES

     On April 2, 2002, 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, 2003, 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, 2002, thereby decreasing the number of issued and outstanding
     shares. All references in the accompanying 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 $16,891 during 2003 and $20,937 during 2002. A total of
     $59,585 has been received as of December 31, 2003.

NOTE 5 - STOCK OPTIONS

     At December 31, 2002, 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, 2002. 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, 2003, these options became null and void.



                                      F-10
<PAGE>

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


NOTE 6 - RELATED PARTY TRANSACTIONS

     During the year ended December 31, 2002, the Company accrued $5,000 in
     consulting fees to a related party. During the year ended December 31,
     2003, the Company incurred consulting fees of $20,000 from a related party,
     $16,500 in consulting fees were paid in cash. As of December 31, 2003, a
     balance of $8,500 in consulting fees is included in payable - related party
     as of December 31, 2003.

     During the year ended December 31, 2003, a shareholder of the Company and a
     related party paid expenses on behalf of the Company of $20,098 which is
     recorded in payable - related party

NOTE 7 -  OFFICER COMPENSATION

     Beginning in July 1, 2003, the Company began accruing $15,000 per quarter
     in officer compensation consisting of $7,500 for President and CEO. The
     Company only accrued $7,500 in the fourth quarter of 2003, due to the
     inactivity of the CEO.

NOTE 8 -  SUBSEQUENT EVENTS

     On January 16, 2004, Company's CEO was removed and the President will act
     as CEO until further notice.



                                      F-11


<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). 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.


As of the end of the period 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          50          Sept. 2002
         Karleen Read               Director          47          Sept. 2002
         Ashley R. Jorgensen        Director          26          Sept. 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.


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.
<PAGE>

         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.


Item 10 - Executive Compensation

During the fiscal year ended December 31, 2003, the company paid $16,500 to its
president, Randall K. Read for professional services and has accrued $3,500 as
Accounts payable - related party. The Company accrued compensation of $15,000
for Mr. Read and $7,500 for the former chief executive officer, Peter Johnson
for services rendered during the year ended December 31, 2003.

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 March 30, 2004 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 March 30, 2004.

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%
   Directors, nominees, and
    Executive  Officers  as a group          3,100,000                     57%
   (4 persons)



Item 12 - Certain Relationships And Related Transactions

The Company incurred consulting fees of $20,000 for consulting services of its
president, Randall K. Read for services rendered during the year ended December
31, 2003. Of this amount $16,500 was paid in cash and $3,500 has been accrued as
Accounts payable-related party. Also during the fiscal year ended December 31,
2003, the Company accrued related party payables of $20,098 for expenses paid on
the Company's behalf by its officers and directors. In the fiscal year ended
December 31, 2002, the Company 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:

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 302 Certification

31.2      Sarbanes Oxley Section 302 Certification

32.1      Sarbanes Oxley Section 906 Certifications

99.1      Settlement Agreement dated             Registrant's Current Report on
          September 19, 2002                     Form 8-K dated June 6, 2003


<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, 2003 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 $7,800 for the fiscal year ended
December 31, 2003 and $3,900 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, 2003 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,
2003 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, 2003 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: March 26, 2004


/s/ RANDALL K. READ
-------------------
Randall K. Read, President, 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     March 26, 2004


/s/ Karleen Read
-------------------
Karleen Read                  Director                March 26, 2004



/s/ Ashley R. Jorgensen
-----------------------
Ashley R. Jorgensen           Director                March 26, 2004