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      sec response letter

      E-Mail: mindeglia@spectrumlawgroup.com

      File
        No.: 10064.02

      September
        28, 2005

      VIA
        EDGAR AND FACSIMILE ONLY

      FAX
        No.: (202) 772-9210

      Securities
        and Exchange Commission

      Division
        of Corporation Finance

      450
        5th
        Street, N.W.

      Washington,
        D.C. 20459

      Mail
        Stop
        0304

      Re: Tradequest
        International, Inc.

      Form
        10-KSB for Fiscal Year Ended December 31, 2004

      SEC
        File
        No. 0-27609

      Ladies
        and Gentlemen:

      On
        behalf
        of our client, Tradequest International, Inc., a Nevada corporation
        (“Tradequest”), set forth below are Tradequest’s responses to the comments of
        the staff delivered by way of its letter dated September 27, 2005, numbered
        in a
        manner to correspond to the order to which the staff’s comments were
        delivered.

      Form
        10-KSB for Fiscal Year Ended December 31, 2004

      Note
        5
        - Change of Ownership, page 13

      1. At
        the
        time of the issuance of the 40,278,490 shares of common stock to Loyola Holdings
        and Margot Hutchinson, the board of directors of Tradequest consisted of
        Randall
        K. Read, Karleen Reed, and Ashley Jorgenson, none of whom are currently
        affiliated with Tradequest. However, current management is informed and believes
        that the directors of Tradequest at the time of the transaction were looking
        to
        raise sufficient capital to satisfy Tradequest’s outstanding liabilities at that
        time, including amounts owed to Mr. Read. Further, current management is
        informed and believes that the directors of Tradequest at the time of the
        transaction were seeking to sell off control of Tradequest.

      The
        directors that which approved the transaction in question had negotiated
        at
        arms-length with Loyola Holdings and Margot Hutchinson for the issuance and
        acquisition of the 40,278,490 shares, and the most that Loyola Holdings and
        Ms.
        Hutchinson were willing to pay for the shares was $0.003 per share. Current
        management is informed and believes that the prior directors determined that
        $0.003 per share was fair value for the shares and considered the following
        factors in making such a determination:

                ·

                At
                  the time of the transaction, Tradequest had essentially no
                  assets;

                ·

                At
                  the time of the transaction, Tradequest had no
                  operations;

                ·

                At
                  the time of the transaction, Tradequest had a significant working
                  capital
                  deficit and stockholder’s deficit;
                  and

                ·

                For
                  the periods preceding the transaction, Tradequest had essentially
                  no
                  revenues.

      On
        August
        31, 2004, Tradequest’s common stock was quoted at $0.18 per share; however,
        according to the published reports available on BigCharts.com, the stock
        only
        traded 1,200 shares on that day, for a total dollar volume of $216.00. Further,
        according to BigCharts.com, less than 50,000 shares of Tradequest’s common stock
        had traded in the entire month of August.

      Current
        management is informed and believes that, based on the arms-length negotiations
        between Tradequest and the purchasers, the financial condition of Tradequest,
        and the thinly-traded nature of Tradequest’s common stock, the board of
        directors of Tradequest determined in good faith that the fair market value
        of
        shares of the common stock on the date of the transaction in question was
        $0.003
        per share.

      2. At
        the
        time of the transaction in question, the major shareholder of Loyola Holdings
        was not an officer of Tradequest; accordingly, Tradequest did not consider
        SFAS
        No. 123 to be applicable to the issuance of shares to Loyola
        Holdings.

      3. Other
        than her status as a holder of greater than 10% of the common stock of
        Tradequest from August 2004 to January 2005, Margot Hutchinson has never
        been a
        related party of Tradequest. Further, Margot Hutchinson is not a related
        party
        to either Loyola Holdings or Lalita Janke. Finally, Ms. Hutchinson has never
        provided any services to Tradequest.

      Item
        12. Certain Relationships and Related Transactions

      4. Tradequest
        accounted for the issuance of 4,305,556 shares of common stock to Randall
        K.
        Read pursuant to the Release and Indemnity Agreement by crediting Stockholder’s
        Equity in the amount of $11,840 and debiting General, and Administrative
        Expense
        in the amount of $11,840, pursuant to SFAS 123. The value per share was
        determined at fair value as set forth in Response to Comment #1
        above.

      5. Tradequest
        has no obligation to pay the Text Retrieval Systems, Inc. royalty. The rights
        to
        the royalty income were assigned directly to Mr. Read, and any payments on
        the
        royalty are made by Text Retrieval Systems, Inc. directly to Mr. Read. Since
        the
        assignment of this royalty, no amounts have been paid to or are owed to Mr.
        Read
        by Tradequest.

      Text
        Retrieval Systems is formerly a subsidiary of Tradequest. According to filings
        previously made with the SEC, Tradequest spun Text Retrieval Systems off
        in
        1998. There is currently no relationship between Text Retreival Systems and
        Tradequest at this time.

      On
        behalf
        of Tradequest, please be advised that Tradequest has endeavored to respond
        fully
        to each of the staff’s comments. We acknowledge and understand that any comment
        from the staff regarding these issues would not be binding and would not
        commit
        the staff in any manner. Further, Tradequest acknowledges the
        following:

                ·

                It
                  is responsible for the adequacy and accuracy of the disclosure
                  in its
                  filings;

                ·

                Staff
                  comments or changes to disclosure in response to staff comments
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  filings; and

                ·

                Tradequest
                  may not assert staff comments as a defense in any proceeding initiated
                  by
                  the Commission or any person under the federal securities laws
                  of the
                  United States.

      Please
        advise us as soon as possible if the staff has any further comments relating
        to
        either of the above-referenced filing. You can contact the undersigned at
        (949)
        851-4300. Thank you in advance for your courtesy and cooperation.

      Very
        truly yours,

      Spectrum
        Law Group, LLP

      /S/
        Marc
        A. Indeglia

      Marc
        A.
        Indeglia

      MAI:wfr

      cc: Tradequest
        International, Inc.