SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ______________________

                                  FORM 10-KSB/A
                                (Amendment No. 1)

                             Annual Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                            For the fiscal year ended
                               September 30, 2004

                             Commission file number
                                    333-89628

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


             Nevada                                          87-0681500
--------------------------------               ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
         incorporation)

    967 West Center, Orem, Utah 84057                    (801) 765-1301
----------------------------------------        -------------------------------
(Address of principal executive offices)        (Registrant's telephone number,
                                                       including area code)

         Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act: None

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

         The issuer's revenue for its most recent fiscal year was $1,305,960

         The aggregate market value of the common stock held by non-affiliates
(i.e., does not include directors, executive officers or ten percent
stockholders identified in Item 11 hereof) of the issuer as of December 9, 2004
was: There is no trading market for the issuer's securities.

         As of December 9, 2004, the Company had 10,249,000 shares of common
stock outstanding.

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

         Set forth below is certain information concerning our directors and
executive officers as of December 9, 2004.

                                                                      With the
   Name             Age               Position                     Company Since
   ----             ---               --------                     -------------

Craig Davis          46     President and Director                      2001

Teresa Fackrell      33     Vice President, Secretary, Treasurer
                              & Director                                2001

Brenda Hall          36     Director                                    2001
-------------

         Craig Davis. Mr. Davis is our president and a director. He has been a
director and officer since August 2001 and his term as a director expires at the
next annual meeting of stockholders. Mr. Davis has been involved in the direct
sales business for approximately fourteen years as a corporate executive or
industry consultant. Mr. Davis has experience in the marketing and selling of
nutritional products. Mr. Davis does not have prior experience in research and
development activities for nutritional products. From 1996 to 1998, Mr. Davis
was the Executive Vice President of Global Connections, a private company, and
his duties included information systems, warehousing, inventory and customer
service oversight. Global Connections' principal business involved procuring
overstocked and discontinued products and selling them to independent
distributors and customers at discount prices. While Mr. Davis does not have
personal knowledge of the details, it is his understanding that Global
Connections went through some kind of reorganization with another company and is
no longer conducting business under the Global Connection name. From 1998 to
1999, Mr. Davis was the Director of support services for Nu Skin Enterprises,
Inc., a public company, and his duties involved management of ISP and
telecommunications service centers. Nu Skin Enterprises, Inc. is a multinational
direct sales company. Nu Skin Enterprises, Inc. was founded in 1984 and has
expanded into more than 30 markets worldwide with products being sold one-to-one
by over 500,000 active distributors through three fully owned subsidiaries, Nu
Skin, Pharmanex and Big Planet. Nu Skin distributes personal care products with
an emphasis on skin care. Pharmanex distributes nutritional products. Big Planet
provides Internet and Web page hosting service, mobile phone and voice mail
service and web mail service. From 1999 to 2001, Mr. Davis was the Chief
Operating Officer of One World Online.com, a public company, and his duties
involved product development and purchasing, information systems, customer
support and human resources oversight. One World Online provided its members
Internet and Web page hosting service, miscellaneous discount merchandise and
purchase incentives on the Internet. One World Online ceased to conduct business
in 2001. Prior to 1996, Mr. Davis work as either an executive or consultant for
Neways, Enrich International, 2021 Software and others. His range of experience
includes product development and marketing, international business development
and operations. Mr. Davis is not engaged in consulting work or providing other
services to his prior employers.

         Teresa Fackrell. Ms. Fackrell is our vice president, secretary,
treasurer and a director. She has been an officer since August 2001, a director
since May 2002 and her term as a director expires at the next annual meeting of
stockholders. Ms. Fackrell has been employed by several direct sales companies
during the past ten years in a wide range of management and operations
assignments for established public companies and an operations consultant for
start-up companies. She has experience in the marketing and selling of
nutritional products. Ms. Fackrell does not have prior experience in research
and development activities for nutritional products. Her prior assignments
include, director of Business Operations for Global Connections from 1995 to
1998 and her duties included management of customer service and data processing.
Ms. Fackrell acted as Director of Business Operations for Big Planet from 1998
to 2000 and her duties included management of business processes and data

<PAGE>

processing. Ms. Fackrell acted as Director of Business Operations for One World
Online.com from 2000 to 2001 and her duties included management of business
processes and data processing. Ms. Fackrell is not engaged in consulting work or
providing other services to her prior employers.

         Brenda Hall. Ms. Hall has been a director since August 2001 and her
term as a director expires at the next annual meeting of stockholders. For the
past five years Ms. Hall has been principally employed as the president of
Dassity, Inc., a private company. Dassity, Inc. provides bookkeeping, accounting
and other services. Ms. Hall's duties at Dassity, Inc. include bookkeeping and
accounting services. She does not have prior experience in the nutritional
products industry. Ms. Hall is an officer and director of Cedar Mountain
Distributors, Inc., a reporting company.

         Our executive officers are elected by the board of directors on an
annual basis and serve at the discretion of the board.

         There are no family relationship among our directors, executive
officers or persons nominated or chosen to become directors or executive
officers.

         Our policy is to encourage, but not require, members of the Board of
Directors to attend annual stockholder meetings. We did not have an annual
stockholder meeting during the prior year.

         Our Board of Directors does not have a standing, audit, nominating or
compensation committee. Given our size, it is not practicable to staff these
committees. The Board of Directors, which includes each member of the Board who
is then serving, participates in the consideration of director nominees. The
Board of Directors is in the process of formulating a policy with regard to the
consideration of director candidates recommended by security holders and the
minimum qualifications of such candidates. It anticipates having such a policy
in place before our next annual stockholders meeting. Two of the members of the
board of directors are also officers of the Company and are not considered
"independent" as defined by Rule 4200(a) of the NASD's Marketplace Rules. The
Company believes that Ms. Hall, however, is independent under this rule.

         The Board of Directors met on two occasions during the fiscal year
ended September 30, 2004. It also acted by written consents of the Board during
this period.

Security Holder Communication

         Stockholders who would like to send communications to the Board of
Directors may do so by submitting such communications to them at
contactus@questgrp.net. The Board of Director's current policy is to disseminate
emails received at this email address to all members of the Board of Directors.
In the event that the number of emails (including spam) received at such email
address become unmanageable, then the Board of Directors may change its policy
and/or procedure with respect to security holder communication. The Board of
Directors suggests, but does not require, that such submissions include the name
and contact information of the security holder making the submission

Section 16(a) Beneficial Ownership Reporting Compliance

         Our executive officers, directors and persons who beneficially own more
than 10% of our common stock are not required to file initial reports of
ownership and reports of changes in ownership with the SEC pursuant to Section
16(a) of the Securities Exchange Act of 1934.

Code of Ethics

         We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller and persons performing similar functions.

                                       2
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                               QUEST GROUP INTERNATIONAL, INC.
                                               (Registrant)


Date: January 3, 2005                          By  /s/ Craig Davis
                                                  -----------------------------
                                                  Craig Davis,
                                                  President and Director


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


    Signature                        Title                           Date


 /s/ Craig Davis         President and Director (Principal      January 3, 2005
--------------------     Executive Officer and Principal
Craig Davis              Financial and Accounting Officer)


/s/ Teresa Fackrell      Vice President, Secretary,             January 3, 2005
--------------------     Treasurer & Director
Teresa Fackrell


/s/ Brenda Hall          Director                               January 3, 2005
--------------------
Brenda Hall

                                       3
<PAGE>

                                  EXHIBIT INDEX

        EXHIBIT
          NO.                       DESCRIPTION OF EXHIBIT
        -------                     ----------------------

         3(i).1   Restated Certificate of Incorporation (Incorporated by
                  reference to Exhibit 3(i).1 of the Company's Registration
                  Statement on Form SB-2 filed June 3, 2002, File No.
                  333-89628).

         3(i).2   Certificate of Designation for the Series A Convertible
                  Preferred Stock (Incorporated by reference to Exhibit 3(i).2
                  of the Company's Registration Statement on Form SB-2 filed
                  June 3, 2002, File No. 333-89628).

         3(i).3   Certificate of Amendment to the Certificate of Designation
                  (Incorporated by reference to Exhibit 3(i).3 of the Company's
                  Registration Statement on Form SB-2 filed June 3, 2002, File
                  No. 333-89628).

         3(i).4   Certificate of Designation for the Series B Convertible
                  Preferred Stock (Incorporated by reference to Exhibit 3(i).4
                  of the Company's Annual Report on Form 10-KSB for the period
                  ended September 30, 2003).

         3(ii).1  Bylaws (Incorporated by reference to Exhibit 3(ii).1 of the
                  Company's Registration Statement on Form SB-2 filed June 3,
                  2002, File No. 333-89628).

         10.1     Employment Agreement of Craig Davis (Incorporated by reference
                  to Exhibit 10.1 of the Company's Registration Statement on
                  Form SB-2 filed June 3, 2002, File No. 333-89628).

         10.2     Employment Agreement of Teresa Fackrell (Incorporated by
                  reference to Exhibit 10.2 of the Company's Registration
                  Statement on Form SB-2 filed June 3, 2002, File No.
                  333-89628).

         10.3     Revolving Loan and Security Agreement by and between Quest and
                  Craig Davis (Incorporated by reference to Exhibit 10.3 of the
                  Company's Registration Statement on Form SB-2 filed June 3,
                  2002, File No. 333-89628).

         10.4     Revolving Loan and Security Agreement by and between Quest and
                  Bateman Dynasty, LC, dated September 1, 2001 (Incorporated by
                  reference to Exhibit 10.4 of the Company's Registration
                  Statement on Form SB-2 filed June 3, 2002, File No.
                  333-89628).

         10.5     Amendment No. 1 to the Revolving Loan and Security Agreement
                  by and between Quest and Bateman Dynasty, LC, dated February
                  1, 2002 (Incorporated by reference to Exhibit 10.5 of the
                  Company's Registration Statement on Form SB-2 filed June 3,
                  2002, File No. 333-89628).

         10.7     Revolving Loan and Security Agreement by and between Quest and
                  McKinley Enterprises Inc. Profit Sharing Plan and Trust, dated
                  October 12, 2001 (Incorporated by reference to Exhibit 10.6 of
                  the Company's Registration Statement on Form SB-2 filed June
                  3, 2002, File No. 333-89628).

         10.7     Revolving Loan and Security Agreement by and between Quest and
                  McKinley Enterprises Inc. Profit Sharing Plan and Trust, dated
                  February 13, 2002 (Incorporated by reference to Exhibit 10.7
                  of the Company's Registration Statement on Form SB-2 filed
                  June 3, 2002, File No. 333-89628).

         10.8     Amendment Number One to the Revolving Loan and Security
                  Agreement by and between Quest and McKinley Enterprises Inc.
                  Profit Sharing Plan and Trust, dated July 15, 2002
                  (Incorporated by reference to Exhibit 10.8 of the Company's
                  Registration Statement on Form SB-2 filed August 29, 2002,
                  File No. 333-89628).

         10.9     Amendment Number Two to the Revolving Loan and Security
                  Agreement by and between Quest and McKinley Enterprises Inc.
                  Profit Sharing Plan and Trust, dated December 31, 2002
                  (Incorporated by reference to Exhibit 10.9 of the Company's
                  Registration Statement on Form SB-2 filed February 10, 2003,
                  File No. 333-89628).

         10.10    Amendment Number Four to the Revolving Loan and Security
                  Agreement by and between Quest and McKinley Enterprises Inc.
                  Profit Sharing Plan and Trust, dated September 28, 2004
                  (Incorporated by reference to Exhibit 10.10 of the Company's
                  Annual Report on Form 10-KSB for the period ended September
                  30, 2004).

                                       4
<PAGE>

        EXHIBIT
          NO.                       DESCRIPTION OF EXHIBIT
        -------                     ----------------------

         14.1     Code of Ethics (Incorporated by reference to Exhibit 14.1 of
                  the Company's Annual Report on Form 10-KSB for the period
                  ended September 30, 2003).

         31.1     Certification by Craig Davis under Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         31.2     Certification by Craig Davis under Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     Certification of Craig Davis pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

                                       5