**U.
        S. SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB**
 (Mark
        One)
 
 [**X**]
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 For
        the
        fiscal year ended **December
        31, 2004**
 
 [
                  ]
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 For
        the
        transition period from ___________ to _____________
 
 Commission
        File Number: **000-03296**
 
 **TRADEQUEST
        INTERNATIONAL, INC.**
 (Name
        of
        small business issuer as specified in its charter)
 
 **Mississippi**
              **64-0440887**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)**2501
                  N. Green Valley, Suite 110D**
                **Henderson,
                  NV 89014**
                **________________________________________________________________________**
                (Address
                  of principal executive offices, including zip
                  code)
 Registrant’s
        telephone number, including area code:   **(702)
        317-2300**
 Securities
        registered pursuant to Section 12(b) of the Act:  **None**
 Securities
        registered pursuant to Section 12(g) of the Act:  **no
        par value common stock**
 **___________________**
 
 Check
        whether the issuer (1) filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
        months
        (or for such shorter period that the registrant was required to file such
        reports), and (2) has been subject to such filing requirements for
        the past
        90 days.  Yes  **X**  No
  Check
        if
        disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
        not
        contained in this form, and no disclosure will 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. [ ]
 
 The
        issuer’s revenues for the most recent fiscal year were $14,342.
 
 The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates of the registrant was approximately $416,250 as of May 10,
        2005.
        Shares of stock held by each officer and director and by each person or group
        who owns 10% or more of our outstanding common stock amounting to 47,684,046 shares
        have been excluded in that such persons or groups may be deemed to be
        affiliates. This
        determination of affiliate status is not necessarily a conclusive determination
        for other purposes.
 
 As
        of May
        10, 2005, 49,996,546 shares of our common stock were issued and outstanding.
 
 Documents
        Incorporated by Reference: None.
 
 Transitional
        Small Business Disclosure Format: No.
 
  1
   **PART
        I**
 
 **Item
        1. Description of Business**
 
 **Our
        Company**
 
 As
        used
        herein, the term “Tradequest,” the “Company” or “we” refers to Tradequest
        International, Inc., a Mississippi corporation, and predecessors, unless
        the
        context indicates otherwise.
 
 We
        are
        currently seeking potential acquisition targets. Our management will review
        and
        evaluate business ventures for possible mergers or acquisitions. We have
        not yet
        entered into any agreement, nor does it have any commitment or understanding
        to
        enter into or become engaged in a transaction, as of the date of this filing.
        Further, the business objectives discussed herein are extremely general and
        are
        not intended to restrict the discretion of our management. Our
        executive offices are located at 2510 N. Green Valley, Suite 110D, Henderson,
        Nevada 89014 .
        Our
        telephone number is (702) 317-2300.
 
 **Our
        Business**
 
 **Corporate
        History**
 
 We
        were
        originally incorporated in 1966 under the name Dixie National Corporation.
        On
        August 13, 1996, we changed our name to Ethika Corporation, and on April
        2,
        2001, we changed our name to Tradequest International, Inc.
 
 Until
        the
        sale on October 2, 1995 of our 99.3% owned subsidiary, Dixie National Life
        Insurance Company, a Mississippi corporation organized in 1965, we were an
        insurance holding company primarily engaged in the life insurance business.
        From
        1996 through 1998, through our wholly-owned subsidiaries, Compass Data Systems,
        Inc., a Utah corporation acquired on August 17, 1996, Legislative Information
        Systems, Inc., a Virginia corporation acquired on June 10, 1997, and Text
        Retrieval Systems, Inc., a Florida corporation acquired on April 2, 1996,
        we
        were primarily engaged in publishing electronic reference libraries that
        link
        related data sources for convenient access by personal computers. In 1998,
        we
        divest ourselves of our electronic publishing business unit which was comprised
        of Text Retrieval Systems, Inc., Compass Data Systems, Inc., and Legislative
        Information Systems, Inc., and these businesses were either sold or
        closed.
 
 On
        April
        2, 2001, we 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,
        we
        changed our name to Tradequest International, Inc. A reverse split of our
        outstanding 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 Tradequest, Inc., 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 us, Mr. Casutt never began operations
        of the barter exchange services as our subsidiary.
 
 On
        September 19, 2002, we 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 us, Mr. Casutt, Mr. Neilsen
                  and Mr.
                  Brovarone;
 ·
              The
                  rescission of the April 2001 reorganization agreement between us
                  and
                  Tradequest, Inc.;
 ·
              The
                  resignation of Mr. Casutt, Catherine Casutt and Larry Casutt from
                  our
                  board of directors;
 ·
              The
                  appointment of Mr. Read, Karleen Read and Ashley Jorgensen to our
                  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.
 
 
 On
        August
        31, 2004, we entered into a Stock Purchase Agreement with Loyola
        Holdings, Inc., a Nevada corporation, Margot Hutchinson, an individual, and
        Randall K. Read, an individual and our former controlling stockholder. Pursuant
        to the terms of the agreement, we issued an aggregate of 40,278,490 shares
        of
        our common stock to Loyola Holdings, Inc. and Margot Hutchinson for a purchase
        price of U.S. $0.002731 per share, or an aggregate of $110,000.00. We issued
        20,139,245 shares to Loyola Holdings, Inc. and 20,139,245 shares to Margot
        Hutchinson.
 
 As
        of the
        date of the agreement, we were authorized to issue 50,000,000 shares of common
        stock of which, 5,414,954 shares were issued and outstanding. The 40,278,490
        shares constitute approximately eighty percent (80%) of the issued and
        outstanding shares of our common stock. Accordingly, with the closing of
        the
        agreement, a change in control of our company had occurred.
 
 Pursuant
        to the agreement, we also entered into a Release and Indemnity Agreement
        with
        Randall K. Read whereby Mr. Read agreed to release and indemnify us against
        all
        claims Mr. Read may have against us. Mr. Read further agreed to indemnify
        us and
        hold us and the purchasers harmless in respect of any and all claims, demands,
        actions, causes of action, damages, losses, costs, liabilities or expenses
        that
        existed, or is based on any action or inaction that occurred, prior to August
        31, 2004. In consideration for Mr. Read’s release and indemnification, we agreed
        to (1) pay Mr. Read cash in the amount of $102,500.00, (2) assign to Mr.
        Read
        all right, title, and interest and royalty income from Text Retrieval Systems,
        Inc., pursuant to the sale of our former subsidiary in February, 1998, and
        (3)
        issue 4,305,566 shares of our common stock to Mr. Read. The royalty payment
        is
        on each subscription of Text Retrieval Systems, Inc.’s HR Comply product and
        will continue until such time as a total royalty of $1,500,000 has been
        paid.
 
 Also
        pursuant to the agreement, Ash Mascarenhas was appointed as a director and
        Randall K. Read, Karleen Reed, and Ashley R. Jorgensen resigned as directors.
        None of the director resignations were because of any disagreements with
        us on
        matters relating to our operations, policies or practices. In addition, Randall
        K. Read resigned from his position as an officer and Ash Mascarenhas was
        appointed as our President, Chief Financial Officer and Secretary. Mr.
        Mascarenhas is the controlling shareholder of Loyola Holdings, Inc.
 
 On
        January 5, 2005, Margot
        Hutchinson, an individual, sold 20,139,245 shares of our common stock to
        Lalita
        Janke for $50,000. The 20,139,245 shares constitute approximately forty percent
        (40%) of the issued and outstanding shares of our common stock, and accordingly,
        a change in control of our company had occurred. Ms. Janke is the mother
        of Ash
        Mascarenhas, our President, Chief Financial Officer and Secretary, and the
        controlling shareholder of Loyola Holdings, Inc., the other controlling
        stockholder of our company.
 
 **Selection
        of Target Business**
 
 We
        are
        currently seeking potential acquisition targets. Our management will review
        and
        evaluate business ventures for possible mergers or acquisitions. We have
        not yet
        entered into any agreement, nor does it have any commitment or understanding
        to
        enter into or become engaged in a transaction, as of the date of this filing.
        Further, the business objectives discussed herein are extremely general and
        are
        not intended to restrict the discretion of our management.
 
 A
        decision to participate in a specific business opportunity will be made based
        upon our analysis of the quality of the prospective business opportunity’s
        management and personnel, asset base, the anticipated acceptability of business’
        products or marketing concepts, the merit of a business plan, and numerous
        other
        factors which are difficult, if not impossible, to analyze using any objective
        criteria.
 
 We
        are
        now considering business opportunities either through merger or acquisition
        that
        might create value for our shareholders. Our officers and directors devote
        limited time and attention to our affairs. Management has adopted a policy
        of
        seeking opportunities that they consider to be of quality. As a result of
        that
        policy, we may have to wait some time before consummating a suitable
        transaction. Management recognizes that the higher the standards it imposes
        upon
        itself, the greater may be its competitive disadvantages when vying with
        other
        acquiring interests or entities.
 
 We
        do not
        intend to restrict our consideration to any particular business or industry
        segment, and we may consider, among others, finance, brokerage, insurance,
        transportation, communications, research and development, biotechnology,
        service, natural resources, manufacturing, or high-technology. However, due
        to
        our limited financial resources, the scope and number of suitable candidate
        business ventures available is limited, and most likely we will not be able
        to
        participate in more than a single business venture. Accordingly, it is
        anticipated that we will not be able to diversify, but may be limited to
        one
        merger or acquisition. This lack of diversification will not permit us to
        offset
        potential losses from one business opportunity against profits from another.
 
 The
        decision to participate in a specific business opportunity will also be made
        upon management’s analysis of the quality and anticipated acceptability of new
        products or marketing concepts, the merit of technological changes and numerous
        other factors which are difficult, if not impossible, to analyze through
        the
        application of any objective criteria. In many instances, it is anticipated
        that
        the historical operations of a specific venture may not necessarily be
        indicative of the potential for the future because of the necessity to
        substantially shift a marketing approach, expand operations, change product
        emphasis, change or substantially augment management, or make other changes.
        We
        will be dependent upon the management of a business opportunity to identify
        such
        problems and to implement, or be primarily responsible for the implementation
        of, required changes.
 
 Since
        we
        may participate in a business opportunity with a newly organized business
        or
        with a business which is entering a new phase of growth, it should be emphasized
        that we may incur risk due to the failure of the target’s management to have
        proven its abilities or effectiveness, or the failure to establish a market
        for
        the target’s products or services, or the failure to realize
        profits.
 
 We
        will
        not acquire or merge with any company for which audited financial statements
        cannot be obtained. It may be anticipated that any opportunity in which we
        participate will present certain risks. Many of these risks
 cannot
        be
        adequately identified prior to selection of the specific opportunity, and
        our
        shareholders must, therefore, depend on the ability of management to identify
        and evaluate such risk. In the case of some of the opportunities available
        to
        us, it may be anticipated that the founders thereof have been unable to develop
        a going concern or that such business is in its development stage in that
        it has
        not generated significant revenues from its principal business activities
        prior
        to our participation.
 
 **Acquisition
        of Target Business**
 
 Our
        operation following its merger or acquisition of a business will be dependent
        on
        the nature of the business and the interest acquired. We are unable to determine
        at this time whether we will be in control of the business or whether present
        management will be in control following the acquisition. It may be expected
        that
        the business will present various risks, which cannot be predicted at the
        present time.
 
 In
        implementing a structure for a particular business acquisition, we may become
        a
        party to a merger, consolidation, reorganization, joint venture, franchise
        or
        licensing agreement with another corporation or entity. We may also purchase
        stock or assets of an existing business. On the consummation of a transaction,
        it is possible that our present management and shareholders will no longer
        be in
        control. In addition, our officers and directors may, as part of the terms
        of
        the acquisition transaction, resign and be replaced by new officers and
        directors without a vote of our shareholders.
 
 We
        anticipate that any securities issued in any such reorganization would be
        issued
        in reliance on exemptions from registration under applicable federal and
        state
        securities laws. In some circumstances, however, as a negotiated element
        of this
        transaction, we may agree to register such securities either at the time
        the
        transaction is consummated, under certain conditions, or at a specified time
        thereafter. The issuance of substantial additional securities and their
        potential sale into any trading market may have a depressive effect on such
        market.
 
 While
        the
        actual terms of a transaction to which we may be a party cannot be predicted,
        it
        may be expected that the parties to the business transaction will find it
        desirable to avoid the creation of a taxable event and thereby structure
        the
        acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of
        the Internal Revenue Code of 1986, as amended. In order to obtain tax-free
        treatment under the Code, it may be necessary for
 the
        owners of the acquired business to own 80% or more of the voting stock of
        the
        surviving entity. In such event, our shareholders would retain less than
        20% of
        the issued and outstanding shares of the surviving entity, which could result
        in
        significant dilution in the equity of such shareholders.
 
 As
        part
        of our investigation, our officers and directors will meet personally with
        management and key personnel, may visit and inspect material facilities,
        obtain
        independent analysis or verification of certain information provided, check
        reference of management and key personnel, and take other reasonable
        investigative measures, to the extent of our limited financial resources
        and
        management expertise.
 
 The
        manner in which we participate in an opportunity will depend on the nature
        of
        the opportunity, our needs and desires and the needs and desires of the other
        parties, the management of the opportunity, and the relative negotiating
        strength of each party. With respect to any mergers or acquisitions,
        negotiations with target company management will be expected to focus on
        the
        percentage of the company that target company shareholders would acquire
        in
        exchange for their shareholdings in the target company. Depending upon, among
        other things, the target company’s assets and liabilities, our shareholders
        will, in all likelihood, hold a lesser percentage ownership interest in our
        company following any merger or acquisition. The percentage ownership may
        be
        subject to significant reduction in the event that we acquire a target company
        with substantial assets. Any merger or acquisition we effect can be expected
        to
        have a significant dilutive effect on the percentage of shares held by our
        shareholders.
 
 **Government
        Regulation**
 
 It
        is
        impossible to anticipate government regulations, if any, to which we may
        be
        subject until we have acquired an interest in a business. The use of assets
        to
        conduct a business which we may acquire could subject us to environmental,
        public health and safety, land use, trade, or other governmental regulations
        and
        state or local taxation. In selecting a business in which to acquire an
        interest, management will endeavor to ascertain, to the extent of our limited
        resources and the effects of such government regulation on the prospective
        business. In certain circumstances, however, such as the acquisition of an
        interest in a new or start-up business activity, it may not be possible to
        predict with any degree of accuracy the impact of government regulation.
        The
        inability to ascertain the effect of government regulation on a prospective
        business activity will make the acquisition of an interest in such business
        a
        higher risk.
 
 **Competition**
 
 We
        anticipate that we will be involved in intense competition with other business
        entities, many of which will have a competitive edge by virtue of their stronger
        financial resources and prior experience in business. There is no assurance
        that
        we will be successful in obtaining suitable business opportunities.
 
 **Employees**
 
 We
        currently have one employee, who is our sole officer, Ash Mascarenhas. We
        may
        increase the number of employees in the future.
 
 **Cautionary
        Statement Concerning**
 **Forward-Looking
        Statements**
 
 Some
        of
        the statements in this annual report are forward looking statements, which
        are
        subject to risks and uncertainties. These risks and uncertainties could cause
        actual results to differ materially from those expressed in forward-looking
        statements. We base these forward-looking statements on our expectations
        and
        projections about future events, which we derive from the information currently
        available to us. Such forward-looking statements relate to future events
        or our
        future performance. Forward-looking statements are only predictions. The
        forward-looking events discussed in this annual report, the documents to
        which
        we refer you and other statements made from time to time by us or our
        representatives, may not occur, and actual events and results may differ
        materially and are subject to risks, uncertainties and assumptions about
        us. For
        these statements, we claim the protection of the “bespeaks caution” doctrine.
        The forward-looking statements speak only as of the date hereof, and we
        expressly disclaim any obligation to publicly release the results of any
        revisions to these forward-looking statements to reflect events or circumstances
        after the date of this filing.
  **Item
        2. Description of Property**
 
 At
        present, we do not own any property. Our executive offices currently consist
        of
        office space located at 2510
        N.
        Green Valley, Suite 110D, Henderson, Nevada 89014, which is provided to us
        rent-free by one of our controlling stockholders, Loyola Holdings, Inc. We
        may
        require a larger office space if we grow. We believe there is an adequate
        supply
        of suitable office space on terms acceptable to us.
 
 **Item
        3. Legal Proceedings**
 
 We
        are
        not a party to any known litigation at this time. We had a default judgment
        entered in Utah District Court against us by Uintah Mountain Ranchers Inc.
        in
        the amount of $19,785, plus fees, cost, and accrued interest. This judgment
        has
        been assigned to American Capital Partners Limited, Inc.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders**
 
 None.
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters**
  Our
        common stock trades on the OTC Bulletin Board under the symbol “TQSTE.OB.” The
        following table shows the high and low bid prices for our common stock for
        each
        quarter since January 1, 2003 as reported by the OTC Bulletin Board. We consider
        our stock to be “thinly traded” and any reported sale prices may not be a true
        market-based valuation of the stock. Some of the bid quotations from the
        OTC
        Bulletin Board set forth below may reflect inter-dealer prices, without retail
        mark-up, mark-down or commission and may not represent actual transactions.
 
 January
                  1, 2003 to December 31, 2003 (OTC Bulletin Board)
              High
                  Bid
              Low
                  BidFirst
                  quarter
              $0.16
              $0.015Second
                  quarter
              0.09
              0.05Third
                  quarter
              0.09
              0.05Fourth
                  quarter
              0.09
              0.06
 
 
 January
                  1, 2004 to December 31, 2004 (OTC Bulletin Board)
              High
                  Bid
              Low
                  BidFirst
                  quarter
              $0.10
              $0.08Second
                  quarter
              0.40
              0.10Third
                  quarter
              0.40
              0.18Fourth
                  quarter
              0.18
              0.18
 
 As
        of May
        10, 2005, there were approximately 2,500 record holders of our common
        stock.
 
 We
        have
        not paid any cash dividends since our inception and do not contemplate paying
        dividends in the foreseeable future. It is anticipated that earnings, if
        any,
        will be retained to retire debt and for the operation of the
        business.
 
 Shares
        eligible for future sale could depress the price of our common stock, thus
        lowering the value of a buyer’s investment. Sales of substantial amounts of
        common stock, or the perception that such sales could occur, could adversely
        affect prevailing market prices for shares of our common stock.
 
 Our
        revenues and operating results may fluctuate significantly from quarter to
        quarter, which can lead to significant volatility in the price and volume
        of our
        stock. In addition, stock markets have experienced extreme price and volume
        volatility in recent years. This volatility has had a substantial effect
        on the
        market prices of securities of many smaller public companies for reasons
        unrelated or disproportionate to the operating performance of the specific
        companies. These broad market fluctuations may adversely affect the market
        price
        of our common stock.
 
 **Limited
        Market for Common Stock**
 
 There
        is
        currently a limited trading market for our shares of common stock, and there
        can
        be no assurance that a more substantial market will ever develop or be
        maintained. Any market price for shares of common stock of Tradequest is
        likely
        to be very volatile, and numerous factors beyond our control may have a
        significant adverse effect. In addition, the stock markets generally have
        experienced, and continue to experience, extreme price and volume fluctuations
        which have affected the market price of many small capital companies and
        which
        have often been unrelated to the operating performance of these companies.
        These
        broad market fluctuations, as well as general economic and political conditions,
        may also adversely affect the market price of our common stock. Further,
        there
        is no correlation between the present limited market price of our common
        stock
        and our revenues, book value, assets or other established criteria of value.
        The
        present limited quotations of our common stock should not be considered
        indicative of the actual value of Tradequest or our common stock.
 
 **Risks
        of “Penny Stock”**
 
 Our
        common stock (OTC: TQSTE.OB) is deemed to be “penny stock” as that term is
        defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks
        are stocks (i) with a price of less than $5.00 per share; (ii) that are not
        traded on a “recognized” national exchange; (iii) whose prices are not quoted on
        the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
        requirement (i) above); or (iv) in issuers with net tangible assets less
        than
        $2,000,000 (if the issuer has been in continuous operation for at least three
        years) or $5,000,000 (if in continuous operation for less than three years),
        or
        with average sales of less than $6,000,000 for the last three years. Until
        recently, there had been no “established public market” for our common stock
        during the last five years. While our stock has traded between $0.05 and
        $0.40
        per share over the past several years, there is no assurance that this price
        level will continue, as there has thus far been low volume, and our stock
        may be
        deemed to be penny stock at any time. Section 15(g) of the Securities Exchange
        Act of 1934, as amended, and Rule 15g-2 of the Securities and Exchange
        Commission require broker/dealers dealing in penny stocks to provide potential
        investors with a document disclosing the risks of penny stocks and to obtain
        a
        manually signed and dated written receipt of the document before effecting
        any
        transaction in a penny stock for the investor’s account. Potential investors in
        our common stock are urged to obtain and read such disclosure carefully before
        purchasing any shares that are deemed to be a “penny stock.”
 
 Moreover,
        Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers
        in
        penny stocks to approve the account of any investor for transactions in such
        stocks before selling any penny stocks to that investor. This procedure requires
        the broker/dealer to (i) obtain from the investor information concerning
        his or
        her financial situation, investment experience and investment objectives;
        (ii)
        reasonably determine, based on that information, that transactions in penny
        stocks are suitable for the investor and that the investor has sufficient
        knowledge and experience as to be reasonably capable of evaluating the risks
        of
        penny stock transactions; (iii) provide the investor with a written statement
        setting forth the basis on which the broker/dealer made the determination
        in
        (ii) above; and (iv) receive a signed and dated copy of such statement from
        the
        investor, confirming that it accurately reflects the investor’s financial
        situation, investment experience and investment objectives. Compliance with
        these requirements may make it more difficult for investors in our common
        stock
        to resell their shares to third parties or to otherwise dispose of
        them.
 
 **Recent
        Sales of Unregistered Securities**
 
 There
        are
        no recent sales of unregistered securities during the period covered by this
        report, which have not been previously disclosed in a Quarterly Report on
        Form
        10-QSB or on a Current Report on Form 8-K.
 
 **Securities
        Authorized for Issuance Under Equity Compensation Plans.**
 
 None. ****
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 **General**
 
 We
        were
        originally incorporated in 1966 under the name Dixie National Corporation.
        On
        August 13, 1996, we changed our name to Ethika Corporation, and on April
        2,
        2001, we changed our name to Tradequest International, Inc.
 
 Until
        the
        sale on October 2, 1995 of our 99.3% owned subsidiary, Dixie National Life
        Insurance Company, a Mississippi corporation organized in 1965, we were an
        insurance holding company primarily engaged in the life insurance business.
        From
        1996 through 1998, through our wholly-owned subsidiaries, Compass Data Systems,
        Inc., a Utah corporation acquired on August 17, 1996, Legislative Information
        Systems, Inc., a Virginia corporation acquired on June 10, 1997, and Text
        Retrieval Systems, Inc., a Florida corporation acquired on April 2, 1996,
        we
        were primarily engaged in publishing electronic reference libraries that
        link
        related data sources for convenient access by personal computers. In 1998,
        we
        divest ourselves of our electronic publishing business unit which was comprised
        of Text Retrieval Systems, Inc., Compass Data Systems, Inc., and Legislative
        Information Systems, Inc., and these businesses were either sold or
        closed.
 
 On
        April
        2, 2001, we 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,
        we
        changed our name to Tradequest International, Inc. A reverse split of our
        outstanding 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 Tradequest, Inc., 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 us, Mr. Casutt never began operations
        of the barter exchange services as our subsidiary.
 
 On
        September 19, 2002, we 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 us, Mr. Casutt, Mr. Neilsen
                  and Mr.
                  Brovarone;
 ·
              The
                  rescission of the April 2001 reorganization agreement between us
                  and
                  Tradequest, Inc.;
 ·
              The
                  resignation of Mr. Casutt, Catherine Casutt and Larry Casutt from
                  our
                  board of directors;
 ·
              The
                  appointment of Mr. Read, Karleen Read and Ashley Jorgensen to our
                  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.
 
 On
        August
        31, 2004, we entered into a Stock Purchase Agreement with Loyola
        Holdings, Inc., a Nevada corporation, Margot Hutchinson, an individual, and
        Randall K. Read, an individual and our former controlling stockholder. Pursuant
        to the terms of the agreement, we issued an aggregate of 40,278,490 shares
        of
        our common stock to Loyola Holdings, Inc. and Margot Hutchinson for a purchase
        price of U.S. $0.002731 per share, or an aggregate of $110,000.00. We issued
        20,139,245 shares to Loyola Holdings, Inc. and 20,139,245 shares to Margot
        Hutchinson.
 
 As
        of the
        date of the agreement, we were authorized to issue 50,000,000 shares of Common
        Stock of which, 5,414,954 shares were issued and outstanding. The 40,278,490
        shares constitute approximately eighty percent (80%) of the issued and
        outstanding shares of our common stock. Accordingly, with the closing of
        the
        agreement, a change in control of our company had occurred.
 
 Pursuant
        to the agreement, we also entered into a Release and Indemnity Agreement
        with
        Randall K. Read whereby Mr. Read agreed to release and indemnify us against
        all
        claims Mr. Read may have against us. Mr. Read further agreed to indemnify
        us and
        hold us and the purchasers harmless in respect of any and all claims, demands,
        actions, causes of action, damages, losses, costs, liabilities or expenses
        that
        existed, or is based on any action or inaction that occurred, prior to August
        31, 2004. In consideration for Mr. Read’s release and indemnification, we agreed
        to (1) pay Mr. Read cash in the amount of $102,500.00, (2) assign to Mr.
        Read
        all right, title, and interest and royalty income from Text Retrieval Systems,
        Inc., pursuant to the sale of our former subsidiary in February, 1998, and
        (3)
        issue 4,305,566 shares of our common stock to Mr. Read. The royalty payment
        is
        on each subscription of Text Retrieval Systems, Inc.’s HR Comply product and
        will continue until such time as a total royalty of $1,500,000 has been
        paid.
 
 Also
        pursuant to the agreement, Ash Mascarenhas was appointed as a director and
        Randall K. Read, Karleen Reed, and Ashley R. Jorgensen resigned as directors.
        None of the director resignations were because of any disagreements with
        us on
        matters relating to our operations, policies or practices. In addition, Randall
        K. Read resigned from his position as an officer and Ash Mascarenhas was
        appointed as our President, Chief Financial Officer and Secretary. Mr.
        Mascarenhas is the controlling shareholder of Loyola Holdings, Inc.
 
 On
        January 5, 2005, Margot
        Hutchinson, an individual, sold 20,139,245 shares of our common stock to
        Lalita
        Janke for $50,000. The 20,139,245 shares constitute approximately forty percent
        (40%) of the issued and outstanding shares of our common stock, and accordingly,
        a change in control of our company had occurred. Ms. Janke is the mother
        of Ash
        Mascarenhas, our President, Chief Financial Officer and Secretary, and the
        controlling shareholder of Loyola Holdings, Inc., the other controlling
        stockholder of our company.
 
 We
        had
        nominal revenues from operations during the fiscal years ended December 31,
        2004
        and December 31, 2003 from royalty income under a royalty stream from Text
        Retrieval Systems, Inc. We assigned this royalty stream to Mr. Read on August
        31, 2004. The accompanying financial statements have been prepared assuming
        that
        we will continue as a going concern.
 
 **Plan
        of Operations**
 
 We
        are
        currently seeking potential acquisition targets. To date, we have reviewed
        and
        evaluated a number of business ventures for possible acquisition. However,
        we do
        not have any commitment or understanding to enter into or become engaged
        in a
        transaction as of the date of this filing. We continue to investigate, review,
        and evaluate business opportunities as they become available and will seek
        to
        acquire or become engaged in business opportunities at such time as specific
        opportunities warrant. We anticipate that our majority stockholders, affiliates,
        and consultants will provide us with sufficient capital to continue operations
        until the end of the year 2005, but there can be no assurance that this
        expectation will be fully realized.
 
 We
        currently do not have any plans for the purchase or sale of any plant or
        equipment. We also do not have any plans to hire any additional employees.
 
 **Liquidity
        and Capital Resources**
 
 We
        have
        financed our capital requirements through debt financing and issuance of
        equity
        securities. Our working capital deficit at December 31, 2004 was $54,846.
        We had
        no cash as of December 31, 2004.
 We
        used
        $123,281 of net cash in operating activities for the year ended December
        31,
        2004 compared to using $9 in the year ended December 31, 2003. Cash used
        in
        operating activities for the year ended December 31, 2004 was mainly due
        to a
        net loss of $125,996, gain on forgiveness of debt of $11,523, decreases in
        payables to related parties of $28,598, decreases in accrued liabilities
        of
        $9,323, and decreases in accrued compensation of $22,500. These were offset
        by
        non-cash charges of $29,000 of contributed services by officers and directors,
        $11,840 in common stock issued for services rendered, and $31,819 in increases
        in accounts payable.
 
 Net
        cash
        flows provided by financing activities were $123,259 for the year ended December
        31, 2004, compared to no net cash used in financing activities in the year
        ended
        December 31, 2003. This increase in net cash provided by financing activities
        is
        due to proceeds from stock issuances of $110,000 and proceeds on notes payable
        of $13,259.
 
 We
        currently have limited working capital with which to satisfy our cash
        requirements, and we will require additional capital in order to conduct
        operations. We anticipate that we will require at least $500,000 in additional
        working capital in order to sustain operations for the next 12 months. This
        requirement may increase substantially, depending on the nature and capital
        requirements of the business opportunities we elect to pursue. In order to
        obtain the necessary working capital, we intend to continue to seek private
        equity financing, debt financing, or loans from our affiliates in 2005. Such
        financing may not be available to us, when and if needed, on acceptable terms
        or
        at all. In the event that we are unable to obtain such financing, management
        may
        provide additional financing for us. We intend to retain any future earnings
        to
        finance the expansion of its business and any necessary capital expenditures,
        and for general corporate purposes.
   **Item
        7. Financial Statements**
 **TRADEQUEST
            INTERNATIONAL, INC.**
 **(A
            Development Stage Company)**
 
 **FINANCIAL
            STATEMENTS**
 
 **December
            31, 2004**
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 **C
            O N T E N T S**
 
 Report
                      of Independent Registered Public Accounting Firm
                  3Balance
                      Sheet
                  4Statements
                      of Operations
                  5Statements
                      of Stockholders’ Equity (Deficit)
                  6Statements
                      of Cash Flows
                  7Notes
                      to the Financial Statements
                  8
 
  
 
 
 
 
 
 
 
 
 
 
 REPORT
            OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 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, 2004 and the related statements
            of
            operations, stockholders’ equity (deficit) and cash flows for the years ended
            December 31, 2004 and 2003 and
            from
            inception of the development stage on January 1, 2001 to December 31,
            2004.
            These 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 standards of the Public Company
            Accounting Oversight Board (United States). Those standards require that
            we plan
            and perform the audits 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. And 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, 2004 and the results of
            its
            operations and its cash flows for the years ended December 31, 2004 and
            2003
and
            from inception of the development stage on January 1, 2001 to December
            31, 2004in conformity with United States generally accepted accounting
            principles.
 
 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 has sustained recent losses from operations,
            has a
            deficit in working capital and a stockholders’ deficit. This raises substantial
            doubt about the Company’s 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
 May
            19, 2005
 
 
 
 **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Balance
            Sheet
 
 December
            31,
 2004
 
 CURRENT
                      ASSETSCash
                  
                  $
                  -Total
                      Current Assets
                  
                  
                  -TOTAL
                      ASSETS
                  
                  $
                  -CURRENT
                      LIABILITIESAccounts
                      payable
                  
                  
                  24,087Accrued
                      liability (Note 3)
                  
                  
                  17,500Notes
                      payable-related parties (Note 4)
                  
                  
                  13,259Total
                      Current Liabilities
                  
                  
                  54,846TOTAL
                      LIABILITIES
                  
                  
                  54,846STOCKHOLDERS’
                      EQUITY (DEFICIT)Common
                      stock; authorized 50,000,000 common sharesat
                      no par value; 49,996,546 shares issued;49,996,000 sharesoutstanding
                      at December 31, 2004
                  
                  
                  15,109,108Treasury
                      stock (546 shares)
                  
                  
                  (1,112
                  )Additional
                      paid in capital
                  
                  
                  29,000Deficit
                      accumulated prior to development stage
                  
                  
                  (12,335,790
                  )Deficit
                      accumulated during development stage
                  
                  
                  (2,856,052
                  )Total
                      Stockholders’ Equity (Deficit)
                  
                  
                  (54,846
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                  
                  $
                  -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
            accompanying notes are an integral part of these financial
            statements.
 4
  **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Statements
            of Operations
 FromInception
                      of theDevelopment
                    Stage
                      on
                    January , 

                      2001For
                      the Years EndedDecember
                      31,
                  
                  Through
                    December
                      31,2004
                  
                  
                  2003
                  
                  
                  2004REVENUERoyalty
                      Income
                  
                  $
                  14,342
                  
                  $
                  16,981
                  
                  $
                  73,927Total
                      Revenue
                  
                  
                  14,342
                  
                  
                  16,981
                  
                  
                  73,927OPERATING
                      EXPENSESConsulting
                      fees
                  
                  
                  57,787
                  
                  
                  20,000
                  
                  
                  2,656,913Professional
                      fees
                  
                  
                  24,000
                  
                  
                  14,555
                  
                  
                  83,939Legal
                      settlement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  87,500Officer
                      Compensation
                  
                  
                  27,642
                  
                  
                  22,500
                  
                  
                  50,142General
                      and administrative
                  
                  
                  40,405
                  
                  
                  5,316
                  
                  
                  58,820Total
                      Operating Expenses
                  
                  
                  149,834
                  
                  
                  62,371
                  
                  
                  2,937,314LOSS
                      FROM OPERATIONS
                  
                  
                  (135,492
                  )
                  
                  (45,390
                  )
                  
                  (2,863,387
                  )OTHER
                      INCOME (EXPENSE)Gain
                      on forgiveness of debt
                  
                  
                  11,523
                  
                  
                  2,579
                  
                  
                  14,102Interest
                      expense
                  
                  
                  (27
                  )
                  
                  (2,386
                  )
                  
                  (6,779
                  )Interest
                      income
                  
                  
                  -
                  
                  
                  -
                  
                  
                  12Total
                      Other Income (Expense)
                  
                  
                  11,496
                  
                  
                  193
                  
                  
                  7,335LOSS
                      BEFORE INCOME TAX
                  
                  
                  (123,996
                  )
                  
                  (45,197
                  )
                  
                  (2,856,052
                  )Income
                      tax
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -NET
                      LOSS
                  
                  $
                  (123,996
                  )
                  $
                  (45,197
                  )
                  $
                  (2,856,052
                  )BASIC
                      LOSS PER SHARE
                  
                  $
                  (0.01
                  )
                  $
                  (0.01
                  )WEIGHTED
                      AVERAGE SHARES OUTSTANDING
                  
                  
                  25,263,791
                  
                  
                  5,411,954
 
 
 
 
 
 The
            accompanying notes are an integral part of these financial
            statements.
 5
  **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Statements
            of Stockholders' Equity (Deficit)
 
 AdditionalCommon
                  
                  
                  Stock
                  
                  
                  Treasury
                  
                  
                  Paid
                      in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  DeficitBalance,
                      December 31, 2000
                  
                  
                  1,465,646
                  
                  $
                  12,345,427
                  
                  $
                  (6,112
                  )
                  $
                  -
                  
                  $
                  (12,335,790
                  )Treasury
                      stock cancelled
                  
                  
                  (100
                  )
                  
                  (5,000
                  )
                  
                  5,000
                  
                  
                  -
                  
                  
                  -Common
                      stock issued forreorganization
                      agreement
                  
                  
                  1,611,954
                  
                  
                  2,579,126
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      loss for the year endedDecember
                      31, 2001
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (2,586,106
                  )Balance,
                      December 31, 2001
                  
                  
                  3,077,500
                  
                  
                  14,919,553
                  
                  
                  (1,112
                  )
                  
                  -
                  
                  
                  (14,921,896
                  )Common
                      stock issued forsettlement
                      agreement
                  
                  
                  2,335,000
                  
                  
                  67,715
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      loss for the year endedDecember
                      31, 2002
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (100,753
                  )Balance,
                      December 31, 2002
                  
                  
                  5,412,500
                  
                  
                  14,987,268
                  
                  
                  (1,112
                  )
                  
                  -
                  
                  
                  (15,022,649
                  )Net
                      loss for the year endedDecember
                      31, 2003
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (45,197
                  )Balance,
                      December 31, 2003
                  
                  
                  5,412,500
                  
                  
                  14,987,268
                  
                  
                  (1,112
                  )
                  
                  -
                  
                  
                  (15,067,846
                  )Common
                      stock issued forCash
                  
                  
                  40,278,490
                  
                  
                  110,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Common
                      stock issued forservices
                  
                  
                  4,305,556
                  
                  
                  11,840
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Contributed
                      services by officersand
                      directors
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  29,000-Net
                      loss for the year endedDecember
                      31, 2004
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (123,996
                  )Balance,
                      December 31, 2004
                  
                  
                  49,996,546
                  
                  $
                  15,109,108
                  
                  $
                  (1,112
                  )
                  $
                  29,000
                  
                  $
                  (15,191,842
                  )Deficit
                      accumulated prior to the development stage
                  
                  
                  
                  (12,335,790
                  )Deficit
                      accumulated during the development stage
                  
                  (2,856,052
                  )Total
                      Accumulated Deficit
                  $
                  (15,191,842
                  )
 
 
 
 
 
 The
            accompanying notes are an integral part of these financial
            statements.6
  
   **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Statements
            of Cash Flows
 FromInception of
                    theDevelopmentStage
                    onJanuary
                    1, 2001For
                    the Years Ended December 31
                  
                  Through,
                    December
                      31,2004
                  
                  
                  2003
                  
                  
                  2004CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (123,996
                  )
                  $
                  (45,197
                  )
                  $
                  (2,856,052
                  )Adjustments
                      to reconcile net loss to cash usedby
                      operations:Common
                      stock issued for legal settlement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  67,715Contributed
                      services by officers and directors
                  
                  
                  29,000
                  
                  
                  -
                  
                  
                  29,000Common
                      stock issued for services
                  
                  
                  11,840
                  
                  
                  -
                  
                  
                  2,590,966Gain
                      on forgiveness of debt
                  
                  
                  (11,523
                  )
                  
                  (2,579
                  )
                  
                  (14,102
                  )Changes
                      in operating assets and liabilities:Increase
                      (decrease) in accounts payable
                  
                  
                  31,819
                  
                  
                  (353
                  )
                  
                  38,189Increase
                      (decrease) in payable - related party
                  
                  
                  (28,598
                  )
                  
                  23,598
                  
                  
                  -Increase
                      (decrease) in accrued liabilities
                  
                  
                  (9,323
                  )
                  
                  2,022
                  
                  
                  17,500Increase
                      (decrease) in accrued compensation
                  
                  
                  (22,500
                  )
                  
                  22,500
                  
                  
                  -Net
                      Cash Used by Operating Activities
                  
                  
                  (123,281
                  )
                  
                  (9
                  )
                  
                  (126,784
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIESProceeds
                      from stock issuance
                  
                  
                  110,000
                  
                  
                  -
                  
                  
                  110,000Proceeds
                      from note payables
                  
                  
                  13,259
                  
                  
                  -
                  
                  
                  13,259Cash
                      received for reorganization agreement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  250,000Payment
                      of reorganization agreement deposit
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (250,000
                  )Net
                      Cash Provided by Financing Activities
                  
                  
                  123,259
                  
                  
                  -
                  
                  
                  123,259NET
                      DECREASE IN CASH
                  
                  
                  (22
                  )
                  
                  (9
                  )
                  
                  (3,525
                  )CASH
                      AT BEGINNING OF PERIOD
                  
                  
                  22
                  
                  
                  31
                  
                  
                  3,525CASH
                      AT END OF PERIOD
                  
                  $
                  -
                  
                  $
                  22
                  
                  $
                  -CASH
                      PAID DURING THE PERIOD FOR:Interest
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -NON-CASH
                      FINANCING ACTIVITIES:Common
                      stock issued for legal settlement
                  
                  $
                  -
                  
                  $
                  67,715
                  
                  $
                  67,715Common
                      stock issued for services
                  
                  $
                  11,840
                  
                  $
                  -
                  
                  $
                  2,590,966Contributed
                      services
                  
                  $
                  29,000
                  
                  $
                  -
                  
                  $
                  29,000
 The
            accompanying notes are an integral part of these financial
            statements. 7
  
   **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Notes
            to
            the Financial Statements
 December
            31, 2004 and 2003
 
 NOTE
                      1 -
                  ORGANIZATION
                      AND 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.
            Cash and Cash Equivalents
 
 For
            purposes of financial statement presentation, the Company considers all
            highly
            liquid investments with a maturity of three months or less, from the
            date of
            purchase, to be cash equivalents.
 
 d. 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.
 
 e.
            Revenue Recognition
 
 The
            Company currently has no source of revenues, however during the year
            the Company
            received royalty revenue. Revenue recognition policies will be determined
            when
            principal operations begin. The Company recorded the royalty revenue
            when cash
            was received. During the year the royalty revenue was sold off as part
            of the
            Release and Indemnity Agreement.
 
 
 
 
 
 
 
 
 8
 **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Notes
            to
            the Financial Statements
 December
            31, 2004 and 2003
 
 NOTE
                      1 -
                  ORGANIZATION
                      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                      (Continued)
 
 f.
            Basic Loss Per Share
 
 The
            computation of basic loss per share of common stock is based on the weighted
            average number of shares outstanding.
 
 For
                      the Years Ended
                    December
                      31,2004
                  2003Loss
                      (numerator)
                  $(123,996)
                  $(45,197)Shares
                      (denominator)
                  25,263,791
                  5,411,954Per
                      share amount
                  $(0.01)
                  $(0.01)
 
 g.
            Provision for Taxes
 
 We
            recognize deferred tax assets and liabilities for the future tax consequences
            attributed to differences between the financial statement carrying amounts
            of
            existing assets and liabilities and their respective tax bases, net operating
            loss carry forwards, and tax credits. Determining the valuation allowance
            requires significant management judgments and assumptions which will
            reduce
            deferred tax assets when, in the opinion of management, it is more likely
            than
            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, 2004
            and 2003:
 
 2004
                  2003Deferred
                      tax assets:NOL
                      carryover
                  $3,104,178
                  $3,045,640Contributed
                      carryover
                  861,570
                  861,570Deferred
                      tax liabilities:
                  -
                  -Valuation
                      allowance
                  (3,965,748)
                  (3,907,210)Net
                      deferred tax assets
                  $-
                  $-
 
 
 
 
 
 
 
 9
 **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Notes
            to
            the Financial Statements
 December
            31, 2004 and 2003
 
 NOTE
                      1 -
                  ORGANIZATION
                      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                      (Continued)
 
 g.
            Provision for Taxes (continued)
 
 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, 2004 and 2003
            due to the
            following:
 
 2004
                  
                  
                  2003Book
                      income
                  
                  $
                  (48,358
                  )
                  $
                  (39,330
                  )Related
                      party
                  
                  
                  (10,140
                  )
                  
                  10,140Other
                  
                  
                  (40
                  )
                  
                  (40
                  )Valuation
                      allowance
                  
                  
                  58,538
                  
                  
                  7,526$
                  -
                  
                  $
                  -
 
 At
            December 31, 2004, the Company had net operating loss carryforwards of
            approximately $7,959,000 that may be offset against future taxable income
            from
            the year 2005 through 2025. No tax benefit has been reported in the December
            31,
            2004 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.
 
 h. Newly
            Issued Accounting Pronouncements
 
 During
            the year ended December 31, 2004, the Company adopted the following accounting
            pronouncements:
 
 SFAS
            No. 123(R) -- In December 2004, the FASB issued SFAS No. 123 (Revised
            2004)
            (SFAS 123 (R)) “Share-based payment”. SFAS 123 (R) will require compensation
            costs related to share-based payment transactions to be recognized in
            the
            financial statements. With limited exceptions, the amount of compensation
            cost
            will be measured based on the grant-date fair value of the equity or
            liability
            instruments issued. In addition, liability awards will be re-measured
            each
            reporting period. Compensation cost will be recognized over the period
            that an
            employee provides service in exchange for the award. FASB 123 (R) replaces
            FASB
            123, Accounting for Stock-Based Compensation and supersedes APB option
            No. 25,
            Accounting for Stock Issued to Employees. This guidance is effective
            as of the
            first interim or annual reporting period after December 15, 2005 for
            Small
            Business filers.
 
 
 
 
 
 
 10
 **TRADEQUEST
            INTERNATIONAL, INC.**
 (A
            Development Stage Company)
 Notes
            to
            the Financial Statements
 December
            31, 2004 and 2003
 
 NOTE
                      1 -
                  ORGANIZATION
                      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                      (Continued)
 
 h. Newly
            Issued Accounting Pronouncements (continued)
 
 SFAS
            No. 150 -- In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain
 Financial
            Instruments with Characteristics of both Liabilities and Equity” which is
            effective for financial instruments entered into or modified after May
            31, 2003,
            and is otherwise effective at the beginning of the first interim period
            beginning after June 15, 2003. This Statement establishes standards for
            how an
            issuer classifies and measures in its statement of financial position
            certain
            financial instruments with characteristics of both liabilities and equity.
            It
            requires that an issuer classify a financial instrument that is
 within
            its scope as a liability (or an asset in some circumstances) because
            that
            financial instrument embodies an obligation of the issuer. The adoption
            of SFAS
            No. 150 did not have a material effect on the financial statements of
            the
            Company.
 
 SFAS
            No. 151 -- In November 2004, the FASB issued SFAS No. 151 (SFAS 151),
“Inventory
            Costs”. SFAS 151 amends ARB No. 43, Chapter 4. This statement clarifies the
            accounting for abnormal amounts of idle facility expense, freight, handling
            costs, and wasted material (spoilage). SFAS 151 is the result of a broader
            effort by the FASB and the IASB to improve financial reporting by eliminating
            certain narrow differences between their existing accounting standards.
            This
            statement is effective for inventory costs incurred during fiscal years
            beginning after June 15, 2005. The adoption of SFAS 151 will not have
            a material
            impact on the results of operations or financial position of the company
            as it
            does not have inventory.
 
 SFAS
            No. 153 -- In December 2004, the FASB issued SFAS No. 153 (SFAS 153)
“Exchange
            of Non-monetary assets”. This statement was a result of a joint effort by the
            FASB and the IASB to improve financial reporting by eliminating certain
            narrow
            differences between their existing accounting standards. One such difference
            was
            the exception from fair value measurement in APB Opinion No. 29, Accounting
            for
            Non-Monetary Transactions, for non-monetary exchanges of similar productive
            assets. SFAS 153 replaces this exception with a general exception from
            fair
            value measurement for exchanges of non-monetary assets that do not have
            commercial substance. A non-monetary exchange has commercial substance
            if the
            future cash flows of the entity are expected to change significantly
            as a result
            of the exchange. This statement is effective for non-monetary assets
            exchanges
            occurring in fiscal periods beginning after June 15, 2005. The adoption
            of SFAS
            153 will not have a material effect on the Company’s financial position or
            results of operations. i.
              Reclassification of Prior Year Balances
 
 The
              classification of certain balances within the financial statements
              for the year
              ended December 31, 2003 have been changed to be consistent with the
              classification of the financial statements for the year ended December
              31,
              2004.
 
 NOTE
            2 - GOING CONCERN
 
 The
            Company’s financial statements are prepared using accounting principles
            generally accepted in the United States of America applicable to a going
            concern
            which contemplates the realization of assets and liquidation of liabilities
            in
            the normal course of business. The Company has not yet established an
            ongoing
            source of revenues sufficient to cover its operating costs and allow
            it to
            continue as a going concern. The ability of the
 
 
 11
 **TRADEQUEST
            INTERNATIONAL, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to the Financial Statements**
 **December
            31, 2004 and 2003**
 
 NOTE
            2 - GOING CONCERN (Continued)
 
 Company
            to continue as a going concern is dependent on the Company obtaining
            adequate
            capital to fund operating losses until it becomes profitable. If the
            Company is
            unable to obtain adequate capital, it could be forced to cease development
            of
            operations.
 
 In
            order to continue as a going concern, develop a reliable source of revenues,
            and
            achieve a profitable level of operations the Company will need, among
            other
            things, additional capital resources. Management’s plans to continue as a going
            concern include raising additional capital through sales of common stock.
            However, management cannot provide any assurances that the Company will
            be
            successful in accomplishing any of its plans.
 
 The
            ability of the Company to continue as a going concern is dependent upon
            its
            ability to successfully accomplish the plans described in the preceding
            paragraph and eventually secure other sources of financing and attain
            profitable
            operations. The accompanying financial statements do not include any
            adjustments
            that might be necessary if the Company is unable to continue as a going
            concern.
 
 NOTE
            3 - DEBT RESTRUCTURING
 
 During
            the six months ended June 30, 2004, American Capital Partners Limited,
            Inc.
            ("ACP") assumed and settled for $17,500 the judgment that Uintah Mountain
            Ranchers, Inc. had been awarded against the Company. The Company realized
            a gain
            of $9,323 on this debt restructuring and liability to ACP in the amount
            of
            $17,500. The Company is accruing interest at 12% on the outstanding balance
            owed
            to ACP. ACP and the Company are unrelated parties.
 
 NOTE
            4 - NOTES PAYABLE-RELATED PARTIES
 
 The
            Company issued Convertible Promissory Notes to two Company shareholders
            in the
            amounts of $10,000 and $3,235, due on demand. The promissory notes accrue
            interest at 12% per annum and are convertible at $0.09 per share. As
            of December
            31, 2004 no note payable conversions took place.  As
            of
            December 31, 2004 and the date of this report the Company did not have
            enough
            authorized shares available in case of conversion of these notes. Until
            the
            Company has adequate shares available to convert the debt the debt cannot
            be
            converted.
 
 
 
 
 
 
 
 
 
 
 
 12
 
 **TRADEQUEST
            INTERNATIONAL, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to the Financial Statements**
 **December
            31, 2004 and 2003**
 
 NOTE
            5 - CHANGE IN OWNERSHIP
 
 During
            August 2004 the Company; Loyola Holdings, Inc., a Nevada corporation
            ("Loyola");
            and Margot Hutchinson, an individual, ("Hutchinson") entered into a stock
            purchase agreement whereby the Company issued to Loyola and Hutchinson,
            collectively, 40,278,490 shares of its no par common stock in exchange
            for
            $110,000 cash, collectively, from Loyola and Hutchinson. The Company
            used the
            cash as follows: $35,031 to settle in full related party accounts payable
            as of
            December 31, 2004; $44,333 to settle in full accrued officer compensation
            as of
            December 31, 2004; and $30,636 to compensate its (now former) President
            for the
            consulting services he provided relative to the stock purchase agreement.
            As of
            December 31, 2004 Loyola and Hutchinson, collectively, owned over ninety
            percent
            of the common stock issued and outstanding.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 13
  **Item
        8. Changes In and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 
 None.
 
 **Item
        8A. Controls and Procedures.**
 
 We
        carried out an evaluation, under the supervision and with the participation
        of
        our Chief Executive Officer and Chief Financial Officer, of the effectiveness
        of
        the design and operation of our disclosure controls and procedures, as defined
        in Exchange Act Rule 13a-14(c) as of the end of the period covered by this
        Annual Report on Form 10-KSB. Based on that evaluation, they concluded that
        our
        disclosure controls and procedures are effective to ensure that information
        required to be disclosed in our Exchange Act reports is recorded, processed,
        summarized and reported within the time periods specified in the Securities
        and
        Exchange Commission’s rules and forms, and that such information is accumulated
        and communicated to them to allow timely decisions regarding required
        disclosure.
 
 There
        has
        been no change in our internal control over financial reporting that occurred
        during our last fiscal quarter that has materially affected, or is reasonably
        likely to materially affect, our internal control over financial reporting.
 
 **Item
        8B. Other Information.**
 
 None.
 **PART
        III**
 
 **Item
                  9.**
              **Directors,
                  Executive Officers, Promoters And Control Persons; Compliance With
                  Section
                  16(A) Of The Exchange Act**
 
 **Executive
        Officer and Directors**
 
 Our
        executive officers and directors, the positions held by them, and their ages
        are
        as follows:
 
 **Name**
              **Age**
              **Position**Ashvin
                  Mascarenhas
              35
              Chairman
                  of the Board, President, CFO and
                  Secretary
 
 **Ashvin
        Mascarenhas** is the
        Chairman of the Board of Directors and our President, Chief Financial Officer
        and Secretary. At the end of 2003, Mr. Mascarenhas founded Loyola Holdings,
        Inc., a private holding company, and Loyola Financial Services, Inc., a private
        consulting company, and he is currently the principal owner and operator
        of each
        of these companies. From 2002 to 2003, Mr. Mascarenhas was a consultant for
        Alexander & Wade, Inc., a private investment banking consulting company
        located in San Diego, California. From 2001 to 2002, Mr. Mascarenhas provided
        corporate finance and sales consulting services to Cybertel Communications
        Corp., a publicly traded telecommunications company located in La Mirada,
        California. During that period, he also consulted for Cybervest, Inc., a
        brokerage firm in Ft. Lauderdale, Florida, implementing its insurance and
        financial planning division. From 1998 to 2001, Mr. Mascarenhas was the Vice
        President of Sales and Marketing for America’s Health Choice Medical Plans,
        Inc., a privately held managed healthcare company located in Vero Beach,
        Florida.
 
 **Audit
        Committee**
 
 We
        do not
        have an audit committee at this time.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section 16(a)
        of the Securities Exchange Act of 1934, as amended, requires our directors,
        executive officers, and stockholders holding more than 10% of our outstanding
        common stock, to file with the Securities and Exchange Commission initial
        reports of ownership and reports of changes in beneficial ownership of our
        common stock. Executive officers, directors and greater-than-10% stockholders
        are required by SEC regulations to furnish us with copies of all
        Section 16(a) reports they file. To our knowledge, based solely on
        review
        of the copies of such reports furnished to us for the period ended December
        31,
        2004, all Section 16(a) reports required to be filed by our executive
        officers, directors and greater-than-10% stockholders were filed on a timely
        basis, except that Ashvin Mascarenhas, Loyola Holdings, Inc., Margot Hutchinson,
        and Lolita Janke did not timely file an initial Form 3 reporting its beneficial
        ownership, and Margot Hutchinson did not timely file a Form 4 reporting the
        sale
        of her shares to Lolita Janke.
 
 **Code
        of Ethics**
 
 We
        have
        not adopted a code of ethics that applies to our officers and employees because
        we have no significant operations. The board of directors is at present
        comprised of management. Furthermore, our sole officer and director, Ash
        Mascarenhas, holds a controlling interest in the company. Consequently, the
        board believes there is no reason at this stage in the company’s development to
        adopt a code of ethics. We intend that upon acquiring or commencing significant
        operations, we will adopt an appropriate code of ethics.
 
 **Item
        10. Executive Compensation**
 
 The
        following table sets forth the cash compensation paid to the Chief Executive
        Officer and to all other executive officers for services rendered during
        the
        fiscal years ended December 31, 2004, December 31, 2003, and December 31,
        2002.
 
 **Annual
                  Compensation**
              
              **Long-Term
                  Compensation****Common
                  Shares****Underlying**
              
              **All****Restricted**
              
              **Options**
              
              **Other****Other
                  Annual**
              
              **Stock**
              
              **Granted**
              
              **Compen****Name
                  and Position**
              
              **Year**
              
              **Salary**
              
              **Bonus**
              
              **Compensation**
              
              **Awards
                  ($)**
              
              **(#
                  Shares)**
              
              **-sation**Ash
                  Mascarenhas
              
              2004
              
              -0-
              
              -0-
              
              $5,142
                  (1)
              
              -0-
              
              ------
              
              -0-*President,
                  Chief*
              
              2003
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Financial
                  Officer,*
              
              2002
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Secretary*Randall
                  K. Read
              
              2004
              
              $22,500
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              $877,500
                  (2)*Former
                  President*
              
              2003
              
              $16,500
              
              -0-
              
              $3,500
                  (3)
              
              -0-
              
              ------
              
              -0-2002
              
              $20,920
              
              -0-
              
              $5,000
                  (3)
              
              -0-
              
              ------
              
              -0-Peter
                  Johnson
              
              2004
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Former
                  Chief*
              
              2003
              
              $7,500
                  (3)
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Executive
                  Officer*
              
              2002
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-
 
 (1)
              This
                  amount reflects reimbursement by us of legal fees incurred by Mr.
                  Mascarenhas.
 (2)
              This
                  amount reflects $102,500 in cash and 4,305,556 shares of our common
                  stock
                  paid to Mr. Read under a release and indemnity
                  agreement.
 (3)  These
        amounts were accrued in the years indicated but paid in subsequent
        years.
 
 **Option
        Grants and Exercises**
 
 There
        were no option grants or exercises by any of the executive officers named
        in the
        Summary Compensation Table above.
 
 **Employment
        Agreements**
 
 As
        of the
        year ended December 31, 2004, we do not have any employment agreements with
        any
        of our officer or employees.
 
 **Compensation
        of Directors**
 
 Our
        directors not compensated. We may reimburse expenses of directors incurred
        with
        performance of their duties as directors.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and
        Management.**
 
 The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of May 10, 2005 by the following
        persons:
 
 ·
              each
                  person who is known to be the beneficial owner of more than five
                  percent
                  (5%) of our issued and outstanding shares of common
                  stock;
 ·
              each
                  of our directors and executive officers;
                  and
 ·
              all
                  of our directors and executive officers as a
                  group.
 
 **Name
                  And Address**
              **Number
                  Of Shares****Beneficially
                  Owned**
              **Percentage
                  Owned**Loyola
                  Holdings, Inc. (1)
              20,139,245
                  (2)
              40.3%Ashvin
                  Mascarenhas (1)
              20,139,245
                  (2)
              40.3%Lolita
                  Janke (3)
              20,139,245
              40.3%Randall
                  K. Read (4)
              7,405,556
              14.8%All
                  directors and officers as a group
              20,139,245
              40.3%
 
 (1) The
        address is 2510 N. Green Valley, Suite 110D, Henderson, Nevada
        89014.
 
 (2)
              Mr.
                  Mascarenhas is the controlling stockholder of Loyola Holdings,
                  Inc. and
                  hasvoting
                  and investment control over these
                  shares.
 
 (3) The
        address is 1175
        South U.S. Highway 1, Vero Beach, FL 32962 .
 
 (4)
              The
                  address is 6141 South, 2300 East, Salt Lake City, Utah
                  84121.
 
 Beneficial
        ownership is determined in accordance with the rules and regulations of the
        SEC.
        The number of shares and the percentage beneficially owned by each individual
        listed above include shares that are subject to options held by that individual
        that are immediately exercisable or exercisable within 60 days from the date
        of
        this report and the number of shares and the percentage beneficially owned
        by
        all officers and directors as a group includes shares subject to options
        held by
        all officers and directors as a group that are immediately exercisable or
        exercisable within 60 days from the date of this report.
 
 **Item
        12. Certain Relationships and Related Transactions.**
 
 On
        August
        31, 2004, we entered into a Stock Purchase Agreement with Loyola
        Holdings, Inc., a Nevada corporation, Margot Hutchinson, an individual, and
        Randall K. Read, an individual and our former controlling stockholder. Pursuant
        to the terms of the agreement, we issued an aggregate of 40,278,490 shares
        of
        our common stock to Loyola Holdings, Inc. and Margot Hutchinson for a purchase
        price of U.S. $0.002731 per share, or an aggregate of $110,000.00. We issued
        20,139,245 shares to Loyola Holdings, Inc. and 20,139,245 shares to Margot
        Hutchinson.
 
 As
        of the
        date of the agreement, we were authorized to issue 50,000,000 shares of common
        stock of which, 5,414,954 shares were issued and outstanding. The 40,278,490
        shares constitute approximately eighty percent (80%) of the issued and
        outstanding shares of our common stock. .Accordingly, with the closing of
        the
        agreement, a change in control of our company had occurred.
 
 Pursuant
        to the agreement, we also entered into a Release and Indemnity Agreement
        with
        Randall K. Read whereby Mr. Read agreed to release and indemnify us against
        all
        claims Mr. Read may have against us. Mr. Read further agreed to indemnify
        us and
        hold us and the purchasers harmless in respect of any and all claims, demands,
        actions, causes of action, damages, losses, costs, liabilities or expenses
        that
        existed, or is based on any action or inaction that occurred, prior to August
        31, 2004. In consideration for Mr. Read’s release and indemnification, we agreed
        to (1) pay Mr. Read cash in the amount of $102,500.00, (2) assign to Mr.
        Read
        all right, title, and interest and royalty income from Text Retrieval Systems,
        Inc., pursuant to the sale of our former subsidiary in February, 1998, and
        (3)
        issue 4,305,566 shares of our common stock to Mr. Read. The royalty payment
        is
        on each subscription of Text Retrieval Systems, Inc.’s HR Comply product and
        will continue until such time as a total royalty of $1,500,000 has been
        paid.
 
 Also
        pursuant to the agreement, Ash Mascarenhas was appointed as a director and
        Randall K. Read, Karleen Reed, and Ashley R. Jorgensen resigned as directors.
        None of the director resignations were because of any disagreements with
        us on
        matters relating to our operations, policies or practices. In addition, Randall
        K. Read resigned from his position as an officer and Ash Mascarenhas was
        appointed as our President, Chief Financial Officer and Secretary. Mr.
        Mascarenhas is the controlling shareholder of Loyola Holdings, Inc.
 
 **Item
        13. Exhibits.**
 
 Exhibit
                  No.
              Description2.1
              Agreement
                  and Plan of Reorganization with Tradequest, Inc. dated November
                  27, 2001.
                  Filed as Exhibit 2(9) to our Annual Report on Form 10-KSB for the
                  fiscal
                  year ended December 31, 2000 and incorporated herein by
                  reference.2.2
              Memorandum
                  Agreement Extending Closing of Tradequest, Inc. Reorganization
                  dated March
                  3, 2001. Filed as Exhibit 2(10) to our Annual Report on Form 10-KSB
                  for
                  the fiscal year ended December 31, 2000 and incorporated herein
                  by
                  reference.2.3
              Closing
                  Memorandum of Tradequest, Inc. Reorganization Agreement dated April
                  23,
                  2001. Filed as Exhibit 2(11) to our Annual Report on Form 10-KSB
                  for the
                  fiscal year ended December 31, 2000 and incorporated herein by
                  reference.3.1
              Articles
                  of Incorporation as amended and restated. Filed as Exhibit 3(a)
                  to our
                  Annual Report on Form 10-K for the fiscal year ended December 31,
                  1985 and
                  incorporated herein by reference.3.2
              Bylaws,
                  as amended. Filed as Exhibit 3(b) to our Annual Report on Form
                  10-K for
                  the fiscal year ended December 31, 1990 and incorporated herein
                  by
                  reference.3.3
              Articles
                  of Amendment to the Articles of Incorporation of Dixie National
                  Corporation (May 23, 1986). Filed as Exhibit 3(a)(2) to our Annual
                  Report
                  on Form 10-K for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.3.4
              Articles
                  of Amendment to the Articles of Incorporation of Dixie National
                  Corporation (January 24, 1995). Filed as Exhibit 3(a)(2) to our
                  Annual
                  Report on Form 10-K for the fiscal year ended December 31, 1994
                  and
                  incorporated herein by reference.3.5
              Amendment
                  to Article III of Bylaws (January 24, 1996). Filed as Exhibit 3(b)(1)
                  to
                  our Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995
                  and incorporated herein by reference.3.6
              Amendment
                  to Article IV of Bylaws (March 24, 1996). Filed as Exhibit 3(b)(2)
                  to our
                  Annual Report on Form 10-K for the fiscal year ended December 31,
                  1995 and
                  incorporated herein by reference.3.7
              Amended
                  Bylaws at Article III (September 26, 1996). Filed as Exhibit 3(b)(3)
                  to
                  our Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995
                  and incorporated herein by reference.3.8
              Articles
                  of Amendment to the Articles of Incorporation (April 4, 2001).
                  Filed as
                  Exhibit 3(a)(4) to our Annual Report on Form 10-K for the fiscal
                  year
                  ended December 31, 2000 and incorporated herein by
                  reference.10.1
              Settlement
                  Agreement dated September 19, 2002. Filed as Exhibit 99.1 to our
                  Current
                  Report on Form 8-K filed on June 26, 2003 and incorporated herein
                  by
                  reference.10.2
              Stock
                  Purchase Agreement by and between Loyola Holdings, Inc., Margot
                  Hutchinson, Tradequest International, Inc., and Randy Read, dated
                  as of
                  August 31, 2004. Filed as Exhibit 2.1 to our Current Report on
                  Form 8-K
                  filed on September 9, 2004 and incorporated herein by
                  reference.10.3
              Release
                  and Indemnity Agreement by and between Tradequest International,
                  Inc. and
                  Randall K. Read, dated as of August 31, 2004. Filed as Exhibit
                  10.1 to our
                  Current Report on Form 8-K filed on September 9, 2004 and incorporated
                  herein by reference.31.1
              Certification
                  of Ash Mascarenhas pursuant to Rule 13a-14(a).32.1
              Certification
                  of Ash Mascarenhas pursuant to 18 U.S.C Section 1350, as adopted
                  pursuant
                  to Section 906 of the Sarbanes-Oxley Act of
                  2002.
  **Item
        14. Principal Accountant Fees and Services.**
 
 **Appointment
        of Auditors**
  Our
        Board
        of Directors selected HJ
        Associates & Consultants, LLP, independent auditors ,
        as our
        auditors for the year ended December 31, 2004.
 
 **Audit
        Fees**
 
 HJ
        Associates & Consultants, LLP has been our principal accountant for the past
        two years.  HJ Associates & Consultants, LLP billed
        us
        $6,500 in fees for our annual audit for the year ended December 31, 2004,
        and
        $3,416 in fees for the review of our quarterly financial statements
        for
        period from January 1, 2004 through September 30, 2004.  HJ Associates
        & Consultants, LLP also billed us $7,800 in fees for our annual audit and
        review of our quarterly financial statements for
        the
        year ended December 31, 2003.
 
 **Audit-Related
        Fees**
  We
        did not pay any fees to HJ
        Associates & Consultants, LLP for
        assurance and related services that are not reported under Audit Fees above
        in
        2004 or 2003.
 
 **Tax
        and Other Fees**
  We
        did
        not pay any fees to HJ
        Associates & Consultants, LLP for
        tax
        compliance, tax advice, tax planning or other work during our fiscal year
        ending
        September 30, 2004.
 
 **Pre-Approval
        Policies and Procedures**
 
 We
        have
        implemented pre-approval policies and procedures related to the provision
        of
        audit and non-audit services. Under these procedures, our board of directors
        pre-approves all services to be provided by HJ
        Associates & Consultants, LLP and
        the
        estimated fees related to these services.
 
 With
        respect to the audit of our financial statements as of December 31, 2004
        and for
        the year then ended, none of the hours expended on HJ
        Associates & Consultants, LLP’s engagement
        to audit those financial statements were attributed to work by persons other
        than HJ
        Associates & Consultants, LLP’s full-time,
        permanent employees.
 
 With
        respect to the review of our quarterly financial statements for the year
        ended
        December31, 2004, none of the hours expended on HJ
        Associates & Consultants, LLP’s engagement
        to review those financial statements were attributed to work by persons other
        than HJ
        Associates & Consultants, LLP’s full-time,
        permanent employees.
 **SIGNATURES**
 
 
 In
        accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
        the
        registrant caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized.
 
 **TRADEQUEST
        INTERNATIONAL, INC.**
 
 
 
 By :
        /s/
        Ash Mascarenhas
 Ash
        Mascarenhas
 Chief
        Executive Officer
 
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, this
        report has been signed below by the following persons on behalf of the
        registrant and in the capacities indicated.
 
 
 Signatures    Title       Date
 
 
 /s/
        Ash Mascarenhas   President,
        Chief Financial    June
        15,
        2005
 Ash
        Mascarenhas    Officer,
        Secretary, Chairman
 of
        the
        Board