U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                                       OR

             [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000
         Commission File Number:            33-18099-NY and 33-23169-NY

                           QUEST PRODUCTS CORPORATION
        (Exact Name of small business issuer as specified in its charter)

           DELAWARE                                            11-2873662
(State or other jurisdiction of                          (IRS Employer I.D. No.)
Incorporation or organization)

                 6900 Jericho Turnpike, Syosset, New York 11791
                    (Address of principal executive offices)

Issuer's telephone number, including area code:                   (516) 364-3500

Securities registered pursuant to Section 12(b) of the Act:                 None
Securities registered pursuant to Section 12(g) of the 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 disclosure of delinquent filers in response 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.
                                       [X]

The registrant's operating revenues for its most recent fiscal year were $6,434.

The number of shares outstanding on December 31, 2000 was 223,005,001 shares of
Common Stock, .00003 par value.

Continued...


<PAGE>


The aggregate market value of the voting Common Stock held by non-affiliates (1)
of the registrant based on the average of the high and low bid prices ($.042) of
the Company's Common Stock, as of December 31, 2000, is approximately $7,730,356
based upon the 183,756,901 shares of Registrant's Common Stock held by
non-affiliates.

(1) "Affiliates" solely for purposes of this item refers to those persons who,
during the three months preceding the filing of this Form 10-KSB were officers
or directors of the Company and/or beneficial owners of 5% or more of the
Company's outstanding stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


Transitional Small Business Disclosure Format: (check one)

                              YES [_]       NO [X]

<PAGE>


                           QUEST PRODUCTS CORPORATION
                                   Form 10-KSB
                       Fiscal Year Ended December 31, 2000


                                Table of Contents



PART I                                                                      PAGE
------                                                                      ----

Item 1.    Business                                                        4 - 7
Item 2.    Properties                                                          7
Item 3.    Legal Proceedings                                               7 - 8
Item 4.    Submission of Matters to a Vote of Security Holders                 8

PART II

Item 5.    Market for Company's Common Equity and Related
           Stockholder Matters                                            8 - 10
Item 6.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                           11 - 13
Item 7.    Financial Statements                                         F1 - F18
Item 8.    Changes in or Disagreement with Accountants on
           Accounting and Financial Disclosure                                14


PART III

Item 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act    14 - 15
Item 10.   Executive Compensation                                        16 - 17
Item 11.   Security Ownership of Certain Beneficial Owners
           and Management                                                17 - 18
Item 12.   Certain Relationships and Related Transactions                18 - 19

PART IV

Item 13.   Exhibits and Reports on Form 8-K                              19 - 20


Signatures                                                                    21
Supplemental Information                                                      22


<PAGE>


PART 1

Item 1.   Business

The Company

     Quest  Products  Corporation  (the  "Company")  was organized as a Delaware
Corporation on July 17, 1987 and operated as a development stage company through
1993. The Company has two wholly-owned  subsidiaries,  The ProductIncubator.com,
Inc., Rainbow Shades, Inc., and a majority-owned subsidiary,  Wynn Technologies,
Inc.,  through which it intends to identify and bring to the marketplace  unique
proprietary  products.  The  Company  also  intends  to  continue  to market and
distribute  its  patented  "Phase-Out"  system  smoking  cessation  device  (the
"PhaseOut device").

     During 1999, the Company entered into a License  Agreement with the holders
of a patent for the exclusive worldwide license to make, use and sell inventions
related to an adjustable lens product such as sunglasses,  ski goggles or diving
masks.  In June 2000 the Company  entered into a  comprehensive  agreement  with
Opsales and its  President  and Vice  President,  Sidney and Dean  Friedman,  to
manufacture and distribute the Company's  rotatable variable polarized lenses to
be used in the Company's new sunglass product,  Rainbow  Shades(TM).  In January
2001,  the Company  made its final  selection  of frame  designs for its Rainbow
Shades(TM)  sunglasses.  The  initial  line  of  Rainbow  Shades(TM)  sunglasses
consists of three  separate  frames  created and designed in Italy.  The Rainbow
Shades(TM) sunglasses feature Quest's patented and revolutionary new lens system
which  allows the wearer to select up to three  different  lens colors by simply
moving a slider on the frame.  The slider  causes the lens to rotate  which,  in
turn, changes the lens color. With the Rainbow Shades(TM)  sunglasses,  there is
no need to remove or replace the lens.

     During 2000, the Company  developed a multi-account  card system which will
allow a subscribing  card holder to access all of their Credit card, Debit card,
frequent flyer,  telephone  calling card and other membership  accounts by using
one plastic "smart" credit card which will be commercialized  and marketed under
the name  "BIG1CARD"(TM).  On March 1,  2001,  the  Company  signed a  five-year
Consulting  Agreement with Alex W. Hart to serve as a Special  Consultant to the
Company on the  development  and  commercialization  of the  Company's  patented
Big1Card(TM) technology. Quest, through its subsidiary, Wynn Technologies, Inc.,
owns all rights to the  Big1Card(TM)  patent,  U. S. Patent No.  5,859,419.  Mr.
Hart's duties will be to use his best efforts to locate and approach appropriate
organizations to participate in the Company's  Big1Card(TM)  SmartCard  project.
This will include introducing the Company and assisting in completing agreements
with all such organizations.


The PhaseOut Device

     The  PHASEOUT  device is a simple,  easy to use,  mechanical,  light-weight
instrument  that allows the smoker to continue to smoke their preferred brand of
cigarettes  and at the  same  time,  gradually  and  sequentially  reduce  their
nicotine  intake  by  over  80%.  This  weaning  process  is the  same  type  of
detoxification  methodology that has proven successful with many other addictive
substances.  Once the smoker has been weaned, their chances to quit for good are
greatly enhanced.

     PHASEOUT's weaning  methodology has an important  additional  psychological
benefit  for all  smokers.  It allows  the  smoker to  continue  to smoke  their
preferred  brand  until  they are ready to quit.  Of course,  to  achieve  these
results  under  normal  smoking  conditions,  smokers  must  avoid  compensatory
practices,  such as smoking more cigarettes and blocking the  ventilation  holes
created by the PHASEOUT device.


                                       4
<PAGE>


     The  PHASEOUT  system  works  without  the use of any drugs,  chemicals  or
attachments.  The average  retail price to consumers is $19.95 plus shipping and
handling. The wholesale price averages approximately $12.00.

     The Company is currently  having the product  manufactured by one vendor in
South Korea. This source of supply should be able to produce all future PhaseOut
units required for sale.

How PhaseOut Works

     A smoker  inserts their entire  unopened  pack of  cigarettes  (filtered or
unfiltered - soft pack or box) into the PHASEOUT device. With a simple press and
release that takes just seconds, PHASEOUT processes all of the cigarettes within
the pack.

     The device strategically creates from one to four microfine perforations in
the lip end of each cigarette. These perforations filter and ventilate the smoke
drawn through the cigarette,  thereby  reducing the amount of nicotine and other
toxins inhaled by the smoker.

     One miniature filter  (perforation) is created in Phase one,  filtering out
up to 26% of the  nicotine,  and similar  amounts of other toxins such as carbon
monoxide and tar.  Additional  perforations  are created as the smoker  proceeds
through each of the four Phases.  With each  additional  perforation  there is a
progressive  reduction  of  nicotine  and other  harmful  substances  based upon
controlled laboratory studies. By Phase IV, 80.7% of the nicotine,  91.6% of the
tar, 89.2% of carbon monoxide and 90% of all other tobacco  constituents  (Total
Particulate  Matter) have been eliminated.  As discussed above, these reductions
under normal  smoking  conditions  depend upon proper use of the product and the
treated  cigarettes by smokers.  The suggested period on each phase is two weeks
(eight  week  total),  however,  smokers  can  tailor  the  program to their own
individual liking and proceed at their own pace, under their own timetable.  The
smoker is in control. There is no pressure, no fear of failure. Importantly, any
change in the taste,  flavor or draw of the  cigarette is lessened as the smoker
proceeds through the program due to the gradual transition from phase to phase.

     In the United States,  there are currently  reported to be approximately 46
million  smokers  and  worldwide  the number of smokers is  estimated  to be 1.2
billion.


Patents

     The United  States  Patent  Office has issued two patents for the  PhaseOut
System  (Patent  Number  4,231,378  issued  November  4, 1980 and Patent  number
5,218,976  issued June 15,  1993).  The Company has  received  patents in China,
Taiwan and Japan.  In  addition,  the Company has applied for patents in fifteen
(15) foreign countries, including England, France, Germany and Italy.


Marketing

     The Company is currently developing a multifaceted strategy to reinvigorate
the sales of PhaseOut by selling PhaseOut  directly on the Company's website and
developing   brand   recognition   through  a  targeted   international/domestic
advertising program.


                                        5
<PAGE>


New Products:

Sunglasses

     In  October  1999,  the  Company  successfully   completed  development  of
adjustable polarized  sunglasses,  which allow the wearer to change the color of
the  sunglass  lenses to a variety  of colors  without  changing  the  lenses or
altering  the frame.  The Company  will strive to begin  worldwide  distribution
during 2001.

     In  addition,  on  October  31,  1999 the  Company  entered  into a license
agreement  with the owner of a patented  technology  as it  pertains to eyewear.
Under the agreement,  the licensor grants under the provisions of his patent the
exclusive  license to make,  use, and sell the patented  inventions  through all
channels of  distribution  and to otherwise  practice the patent on an exclusive
basis to the exclusion of the entire world,  including the inventor.  The patent
licensed  hereunder  relates to an adjustable  glasses product including but not
limited to sunglasses,  ski goggles and diving masks.  The territory  covered by
the patent is the World.

     In consideration for this license granted to the Company, the licensor will
receive royalty  payments based on the number of glasses sold. A $10,000 advance
royalty was paid up on signing of the contract.  Also, in consideration for this
license being granted to the Company, the licensor received warrants to purchase
1,000,000 shares of the Company's Common Stock.

     The Company  continues to add new  technology  to the patent in relating to
design and function.

     In connection with the abovementioned  License Agreement,  in June 2000 the
Company  entered into a  comprehensive  agreement with Opsales and its President
and Vice President,  Sidney and Dean Friedman, to manufacture and distribute the
Company's  rotatable,  variable polarized lenses to be used in the Company's new
sunglass product, Rainbow Shades(TM).

     In January 2001, the Company made its final  selection of frame designs for
its  Rainbow  Shades(TM)  sunglasses.  The  initial  line of Rainbow  Shades(TM)
sunglasses  consists of three separate frames created and designed in Italy. The
Rainbow  Shades(TM)  sunglasses  feature Quest's patented and  revolutionary new
lens system which allows the wearer to select up to three  different lens colors
by simply  moving a slider on the frame.  The  slider  causes the lens to rotate
which, in turn, changes the lens color. With the Rainbow Shades(TM)  sunglasses,
there is no need to  remove or  replace  the lens.  Opsales  has also  agreed to
introduce us to all suppliers  that would be necessary for the completion of all
sunglass products.

     Research  and   Development   expenses   for  the  sunglass   product  were
approximately $133,000 and $54,000 in 2000 and 1999, respectively.

Big1Card

     During 2000, the Company  developed a multi-account  card system which will
allow a subscribing  card holder to access all of their Credit card, Debit card,
frequent flyer,  telephone  calling card and other membership  accounts by using
one plastic "smart" credit card which will be commercialized  and marketed under
the name "BIG1CARD"(TM). The multiple account card system is protected by United
States Patent No. 5,859,419 which was obtained by the system's inventor,  Sol H.
Wynn.  Therefore,  Wynn  Technologies  Inc. now has the exclusive  rights in the
United States to make, use, offer and sell this new  multi-account  card system.
Wynn Technologies Inc. is owned 65% by Quest Products Corporation and 35% by Mr.
Wynn  subject to  resolution  of certain  contingencies.  Quest also applied for
additional patents to further enhance the BIG1CARD(TM)  technology.  On March 1,
2001, the Company signed a five-year  Consulting  Agreement with Alex W. Hart to
serve  as  a  Special   Consultant  to  the  Company  on  the   development  and
commercialization  of the Company's  patented  Big1Card(TM)  technology.  Quest,
through its subsidiary, Wynn


                                        6
<PAGE>


Technologies, Inc., owns all rights to the Big1Card(TM) patent, U. S. Patent No.
5,859,419.  Mr.  Hart's  duties  will be to use his best  efforts  to locate and
approach appropriate  organizations to participate in the Company's Big1Card(TM)
SmartCard  project.  This will include  introducing the Company and assisting in
completing  agreements  with all such  organizations.  The five-year  Consulting
Agreement consists of the following terms:

     Mr. Hart will receive options to purchase 5 million shares of the Company's
     stock,  which can be exercised at any time during the five-year  Agreement,
     either on a cash or cashless  basis.  Two million options will be issued at
     $.10, 1 million options will be issued at $.15, 1 millions options at $.20,
     and 1 million options at $.30.

     Research and  Development  expenses for the Big1Card(TM) were approximately
$4,000 and $-0- in 2000 and 1999 respectively.

Competition

     The Company competes with numerous products and techniques  designed to aid
smokers to stop smoking.  Many of the companies  promoting  these  products have
been in existence for longer  periods of time, are better  established  than the
Company,  have financial  resources  substantially  greater than the Company and
have more extensive facilities than those which now or in the foreseeable future
will become  available to the Company.  In addition,  other firms may enter into
competition with the Company in the near future.

     One type of significant  competitive  product is the nicotine patch,  which
requires a  prescription  by  licensed  physicians  for  treatment  of  nicotine
withdrawal. This appears to be the quit smoking method that is now most commonly
prescribed.

Employees

     At the  present  time,  the  Company  has  four  employees,  including  the
Company's  two officers and  directors and two  administrative  and  secretarial
personnel.


Item 2.   Properties

     The Company leases  approximately 2,600 square feet of office space at 6900
Jericho Turnpike, Syosset, New York 11791.


Item 3.   Legal Proceedings

     In December 1999, a former officer and director, Bernard Gutman, brought an
action against the Company in New York State Supreme Court,  Nassau County,  for
alleged  consulting  fees and loan repayments due him in the amount of $100,445.
The  Company  counterclaimed  for fraud and breach of  contract.  The action was
settled  as of March 6,  2000,  and the  final  settlement  documents  have been
executed.  The Company  issued to the former  director  400,000 shares of common
stock  that,  on the date of  settlement  was valued at 17 cents per share based
upon its closing price on that date.


                                        7
<PAGE>


     On March 30, 2000,  Quest Products  Corporation  initiated a lawsuit in the
United States  District Court for the Southern  District of New York against SAS
Group Inc.,  Michael Sobo,  Scott Sobo and Century  Factors.  SAS Group Inc. has
been the  Company's  joint venture  partner  since 1998 in  connection  with the
distribution of the Company's patented PhaseOut product to drug stores and other
retailers.  The lawsuit  asserts  claims for patent and trademark  infringement,
unfair competition, breach of the joint venture agreement, fraud, conversion and
breach of fiduciary  duty,  and seeks  injunctive  relief,  monetary  damages in
excess of $750,000 and punitive  damages of at least  $7,500,000.  In connection
with the abovementioned lawsuit, a mediation settlement was reached in principle
on July 19, 2000 wherein the Company received $150,000 and approximately  17,000
PhaseOut  units and is still  waiting for  delivery on  additional  inventory of
approximately 2,000 more PhaseOut units.


Item 4.   Submission of Matters to a Vote of Security Holders

     On May 3, 2000 a Written  Consent  of the  Stockholders  of Quest  Products
Corporation In Lieu of a Meeting was mailed in a proxy vote to shareholders. The
vote was to approve a Certificate  of Amendment  which would increase the number
of authorized  shares of the Capital Stock of the Company to 400,000,000  shares
consisting  of  390,000,000  shares of Common  Stock  and  10,000,000  shares of
Preferred  Stock  of the  Company.  The  result  of this  mailing  was  that the
necessary majority of shareholders (approximately 97 million votes) approved the
abovementioned Certificate of Amendment.


Item 5.   Market for Company's Common Equity and Related Stockholder Matters

(a)  Market  information  - The  principal  U.S.  market in which the  Company's
     Common Shares ($.00003 par value) were tradable is in the  over-the-counter
     market.

     The OTC Bulletin Board symbol for the Company's Common Stock is "QPRC". The
following table sets forth the range of high and low bid quotes of the Company's
Common Stock per quarter as provided by the  National  Quotation  Bureau  (which
reflect inter-dealer prices without retail mark-up,  mark-down or commission and
may not necessarily represent actual transactions).

                                       Bid Price
                                       ---------
Period                                 High                Low
------                                 ----                ---

Quarter Ended March 31, 1999           .01                .007
Quarter Ended June 30, 1999            .058               .008
Quarter Ended September 30, 1999       .063               .022
Quarter Ended December 31, 1999        .056               .021

Quarter Ended March 31, 2000           .480               .032
Quarter Ended June 30, 2000            .220               .080
Quarter Ended September 30, 2000       .140               .080
Quarter Ended December 31, 2000        .080               .032

(b)  Holders -- As of December 31, 2000, the approximate number of the Company's
     shareholders was 7,200.


                                        8
<PAGE>


c)   Dividends  -- The Company has not paid or declared any  dividends  upon its
     Common Stock since its  inception  and, by reason of its present  financial
     status and its contemplated financial requirements, does not contemplate or
     anticipate  paying any dividends  upon its Common Stock in the  foreseeable
     future.


                     Recent Sales of Unregistered Securities

During  the  year  ended  December  31,  2000,  we made the  following  sales of
unregistered securities:

<TABLE>
<CAPTION>

                                                  Consideration Received and                              If Option, Warrant or
                                                 Description of Underwriting or                           Convertible Security,
                 Type of                        Other Discounts to Market Price       Exemption from       Terms of Exercise or
 Date of Sale    Security    Number Sold             Afforded to Purchasers        Registration Claimed         Conversion
-------------    --------    -----------      ----------------------------------   --------------------   ---------------------
<S>              <C>         <C>              <C>                                  <C>                    <C>
    1/5/00           1          3,000,000     Common stock  issued  pursuant to            4(2)           Not Applicable
                                              a  private  placement  consummated
                                              on  January  5,  2000.  The common
                                              stock  was   issued  at  $.02  per
                                              share.  We  received  proceeds  of
                                              $60,000.

    5/12/00          1          4,100,000     Common stock  issued  pursuant to            4(2)           Not Applicable
                                              a  private  placement  consummated
                                              on  May  12,   2000.   The  common
                                              stock  was   issued  at  $.05  per
                                              share.  We  received  proceeds  of
                                              $205,000.

    5/12/00          2          4,100,000     Warrants   issued  in   connection           4(2)           Exercisable  through
                                              with  our  private  placement.  No                          September 22, 2003 at
                                              cash consideration  received by us                          an exercise price of
                                              until exercise.                                             $.05 per share.

    6/7/00           2          2,000,000     Warrants   issued  in   connection           4(2)           Exercisable through
                                              with   Comprehensive   Consulting                           June 30, 2003 at an
                                              and   Representation   Agreement.                           exercise price of
                                              No cash consideration  received by                          $.09 per share.
                                              us until exercise.
</TABLE>


                                        9
<PAGE>

<TABLE>
<CAPTION>
<S>              <C>         <C>              <C>                                  <C>                    <C>
    6/19/00          2          1,000,000      Warrants   issued  in  connection          4(2)            Exercisable
                                               with   an    exclusive    license                          thirty-six months from
                                               agreement.         No        cash                          the  date of the first
                                               consideration    received  by  us                          commercial sale of any
                                               until exercise.                                            of the products covered
                                                                                                          by the agreement at an
                                                                                                          exercise price of $.0275
                                                                                                          per share


    6/29/00          1            333,333      Common stock  issued  pursuant to          4(2)            Not Applicable
                                               Warrants   issued   February  15,
                                               1998.   The   common   stock  was
                                               issued  at $.015  per  share.  We
                                               received proceeds of $5,000.


    10/2/00          1         32,317,016      Common     stock     issued    in          4(2)            Not Applicable
                                               connection  with  conversions  of
                                               debt to equity.


    11/7/00          2          5,000,000      Warrants   issued  in  connection          4(2)            Exercisable    through
                                               with  acquisition of 65% interest                          November  1,  2005  at
                                               in Wynn Technologies Inc.                                  an  exercise  price of
                                                                                                          $.05 per share.



   12/27/00          1            166,667      Common stock  issued  pursuant to          4(2)            Not Applicable
                                               Warrants   issued   February  15,
                                               1999.   The   Common   Stock  was
                                               issued  at $0.15  per  share.  We
                                               received proceeds of $1,667.

</TABLE>


(1)  Common Stock
(2)  Warrants


                                       10
<PAGE>


Item 6.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

Results of Operations

     During 1998, the Company began  distribution  of the PhaseOut  product into
retail chain stores,  totaling approximately 12,000 stores,  pursuant to an oral
joint venture agreement with SAS Group, Inc. ("SAS"),  for which it was entitled
to 50% of the income.  SAS handled all the marketing and operational  activities
of the joint venture.  The Company's results of operations for 1999 included its
50% share of the income from the joint venture as a separate line item. As such,
sales,  cost of sales and  selling  expenses  of the joint  venture in 1999 were
reported in this separate "equity in net income of the joint venture" line item.

     For 2000,  the Company  sold 287 units at an average  price of $22.42,  for
sales of $6,434.  For 1999,  the  Company  sold 59 units at an average  price of
$20.80,  for sales of  $1,227,  and the joint  venture  sold  3,188  units at an
average  price of  $12.93,  for sales of  $41,225.  The 1999 sales for the joint
venture were then  reduced by current and  estimated  future  sales  returns and
allowances  totaling $669,820.  The Company disputed the various  adjustments to
sales and had instituted legal  proceedings  against SAS Group,  Inc. to recover
all monies for which it was  entitled.  In  connection  with the  abovementioned
legal proceedings,  a mediation  settlement was reached in principle on July 19,
2000 wherein the Company  received  $150,000 and  approximately  17,000 PhaseOut
units and is still waiting for delivery on additional inventory of approximately
2,000 more PhaseOut  units.  Consequently,  the Company  realized a gain on this
settlement of $93,411 in 2000.

     For 2000,  the  Company's  average  cost was $2.34,  for a cost of sales of
$672. Also in 2000, the Company wrote-off 2,053 older generation  PhaseOut units
made in Korea at an average cost of $3.36. For 1999, the Company's  average cost
was $3.36 for a cost of sales of $198, and the joint venture had an average cost
of sales of $3.87. During 1999, the Company adjusted its cost of sales figure as
a result of current and future cost estimates  based on information  provided by
SAS Group,  Inc. The Company  disputed the various  adjustments to sales and had
instituted legal proceedings against SAS Group, Inc., as discussed above.

     Research  and  development  expenses  incurred by the Company  increased by
$82,587  from  $53,703 in 1999 to $136,290 in 2000.  This  increase is primarily
attributable to an approximately  $79,000 increase in product  development costs
as it relates to the Company's  sunglass  product,  and an approximately  $4,000
increase in expenses related to the Company's Smartcard product.

     Selling expenses  incurred by the Company increased by $41,562 from $25,348
in 1999 to $66,910 in 2000.  This increase is primarily due to an  approximately
$50,000 increase in  travel-related  expenses,  offset by an approximate  $8,000
decrease in website and other expenses.

     General and  administrative  expenses  incurred by the Company increased by
$100,560 from  $556,308 in 1999 to $656,868 in 2000.  This increase is primarily
attributable to an  approximately  $102,000  increase in professional  fees, and
approximately  $31,000  decrease in consulting fees, and  approximately  $21,000
increase  in salaries  and related  payroll  costs and an  approximately  $9,000
increase in computer-related expenses.

     Interest  expense  decreased  by $18,156  from $19,622 in 1999 to $1,466 in
2000 due to conversions of debt to equity in 2000 and 1999.


                                       11
<PAGE>


     As  discussed  in  the  notes  to the  financial  statements,  the  Company
recognized  various gains on the  settlements of debt and lawsuits.  These gains
totaled  approximately  $166,000  in 2000,  which  represented  an  increase  of
$119,000 over 1999's gains of approximately $47,000.


Liquidity and Capital Resources

     Cash of $447,555 was used for  operations  for the year ended  December 31,
2000 as compared to $343,907 used last year.  Cash decreased  during the year by
$74,446.

     The Company's working capital  deficiency has been reduced primarily due to
the settlements of debt for equity. Working capital and current ratios were:

                       December 31,           December 31,
                          2000                   1999
                       ------------           ------------
Working capital
(deficiency)           $(709,192)            $(1,108,922)
Current ratios            0.11:1               0.15:1


     In order to meet short-term  marketing goals, in July 1997 certain officers
and  directors  agreed to  acquire  an  aggregate  of  10,000,000  shares of the
Company's  common stock  (representing  8% of total shares  outstanding)  for an
aggregate  purchase  price of $100,000.  Through  December 31, 2000, the Company
received  $1,070,367 of financing  under the same terms offered to the Directors
and  Officers.  There is no  assurance  that the Company  will be able to obtain
additional financing.

     In  October  1999,  the  Company  successfully   completed  development  of
adjustable  polarized  sunglasses  which allow the wearer to change the color of
the  sunglass  lenses to a variety  of colors  without  changing  the  lenses or
altering the frame.  Further  research and development  expenditures in 2001 are
not expected to exceed $50,000. Funding for the sunglass project, expected to be
generated through the following Equity Financing Agreement.

     The Company signed an Investment  Agreement with Domain Investments Inc. of
     New York City,  New York which  provides  for the  Company to receive up to
     twenty  million  dollars of funding  for  working  capital  over a 24-month
     period in exchange for Common Stock and Warrants. Under the Agreement dated
     November 2, 2000, the Company shall sell to Domain  unrestricted  shares in
     the Common Stock of Quest  Products  Corporation  at a discount from market
     price of at least 9% plus  Warrants  equal to 10% of the  number  of shares
     purchased by Domain with an exercise  price of 110% of the  purchase  price
     paid for the shares of Domain. Within certain guidelines, the Company shall
     determine  when and in what amounts it requires  capital  from Domain.  The
     Company,  after its  submission of its 2000 10KSB with the  Securities  and
     Exchange  Commission,  intends  to file an SB2  Registration  in  order  to
     generate unrestricted shares required for this Agreement.

     The  funds  obtained  by the  Company  shall  be used  for the  production,
marketing   and   distribution   of  the   Company's   new   patented   sunglass
product--Rainbow  Shades(TM).  The  Company  will  strive  to  begin   worldwide
distribution during 2001.


                                       12
<PAGE>


     During 2000, the Company  developed a multi-account  card system which will
allow a subscribing  card holder to access all of their Credit card, Debit card,
frequent flyer,  telephone  calling card and other membership  accounts by using
one plastic "smart" credit card which will be commercialized  and marketed under
the name  BIG1CARD(TM).  The multiple account card system is protected by United
States Patent No. 5,859,419 which was obtained by the system's inventor,  Sol H.
Wynn.  As part of the  BIG1CARD(TM)  project,  a new  corporation  formed by the
Company,  named Wynn Technologies  Inc., has now acquired all right,  title, and
interest to the Wynn  patent.  Therefore,  Wynn  Technologies  Inc.  now has the
exclusive  rights in the  United  States to make,  use,  offer and sell this new
multi-account card system. Wynn Technologies Inc. is owned 65% by Quest Products
Corporation,  subject to  resolution  of certain  contingencies,  and 35% by Mr.
Wynn. Quest also applied for additional patents to further enhance  BIG1CARD(TM)
technology.  Further  Research  and  Development  expenditures  in 2001  are not
expected to exceed $25,000.


Item 7.   Financial Statements






                                       13

<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Table of Contents
================================================================================


                                                                            Page


Independent Auditors' Report                                                 F-1


Consolidated Financial Statements

     Consolidated Balance Sheet                                        F-2 - F-3
         December 31, 2000

     Consolidated Statements of Operations
         For the Years Ended December 31, 2000 and 1999                F-4 - F-5

     Consolidated Statements of Changes in Shareholders' (Deficit)
         For the Years Ended December 31, 2000 and 1999                      F-6

     Consolidated Statements of Cash Flows
         For the Years Ended December 31, 2000 and 1999                F-7 - F-8


Notes to Consolidated Financial Statements                            F-9 - F-17

<PAGE>


                          Independent Auditors' Report



To the Board of Directors and Shareholders
Quest Products Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheet of Quest Products
Corporation and Subsidiaries as of December 31, 2000 and the related
consolidated statements of operations, shareholders' (deficit), and cash flows
for the years ended December 31, 2000 and 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Quest Products
Corporation and Subsidiaries as of December 31, 2000 and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had recurring net operating losses since
its inception, has relied upon debt and equity financing to provide funds for
operations and, as of December 31, 2000 current liabilities exceed current
assets by $709,192. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


RAICH ENDE MALTER & CO. LLP
East Meadow, New York
March 12, 2001


                                     - F1 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2000
================================================================================


<TABLE>
<S>                                                                             <C>
Assets
     Current Assets
       Cash                                                                      $   38,892

       Inventory                                                                     29,016

       Prepaid expenses                                                              15,335
                                                                                 ----------

                                                                                     83,243
                                                                                 ----------


     Investment in Unconsolidated Subsidiary                                          1,923

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $45,497                                                       26,476

     Deferred royalties                                                              10,000

     License acquisition cost - net of accumulated amortization of
       $2,732                                                                        26,268

     Patents - at cost - net of accumulated amortization of
       $18,946                                                                       30,489

     Deferred registration and financing costs                                       25,000

     Security Deposits                                                                  405
                                                                                 ----------

                                                                                    120,561
                                                                                 ----------

                                                                                 $  203,804
                                                                                 ==========
</TABLE>


See notes to consolidated financial statements.

                                     - F2 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2000
================================================================================


<TABLE>
<S>                                                                                       <C>
Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $8,900                                                                        $    18,900
       Accounts payable                                                                       223,568
       Due to Officers and Directors                                                          548,444
       Accrued expenses                                                                         1,523
                                                                                          -----------

                                                                                              792,435
                                                                                          -----------


     Commitments and Contingencies

     Shareholders' (Deficit)
       Convertible Preferred Stock - par value $.00003 - authorized 10,000,000
         shares - no shares issued and
         outstanding                                                                               --
       Common Stock - par value $.00003 - authorized
         390,000,000 shares - 223,005,001 shares issued and
         outstanding                                                                            6,690
       Capital in excess of par                                                             5,397,026
       Accumulated (deficit)                                                               (5,992,347)
                                                                                          ------------

                                                                                             (588,631)
                                                                                          -----------

                                                                                          $   203,804
                                                                                          ===========
</TABLE>


See notes to consolidated financial statements.


                                     - F3 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations                                Page 1 of 2
================================================================================


<TABLE>
<CAPTION>
                                                                                 For the Years Ended
                                                                                     December31,
                                                                             2000                 1999
                                                                           ---------           -----------
<S>                                                                        <C>                 <C>
Sales - net                                                                $   6,434           $     1,227

Cost of Sales                                                                  7,570                   198
                                                                           ---------           -----------

                                                                              (1,136)                1,029
                                                                           ----------          -----------


Research and Development Expenses                                            136,290                53,703

Selling Expenses                                                              66,910                25,348

General and Administrative Expenses                                          656,868               556,308
                                                                           ---------           -----------

                                                                             860,068               635,359
                                                                           ---------           -----------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income (Loss) of PhaseOut Partners                         (861,204)             (634,330)
                                                                           ---------           -----------


Other Income (Expenses)
     Gains on settlements of lawsuits                                        125,787                    --
     Interest (expense)                                                       (1,466)              (19,622)
                                                                           ---------           -----------

                                                                             124,321               (19,622)
                                                                           ---------           -----------

(Loss) Before Equity in Net Income (Loss) of PhaseOut Partners              (736,883)             (653,952)

Equity in Net Income (Loss) of PhaseOut Partners                                  --              (228,738)
                                                                           ---------           -----------

Net (Loss) Before Extraordinary Item                                        (736,883)             (882,690)

Extraordinary Item - Gain on Settlement of Debt
     (Net of applicable income taxes of -0- and -0- respectively)             40,450                46,952
                                                                           ---------            ----------

Net (Loss)                                                                 $(696,433)           $ (835,738)
                                                                           =========            ==========
</TABLE>


See notes to consolidated financial statements.

                                     - F4 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations                                Page 2 of 2
================================================================================


<TABLE>
<S>                                                     <C>                      <C>
Net (Loss) per Share:
     Basic:
       (Loss) from Continuing Operations                          - 0 -                - 0 -
       Extraordinary Item                                         - 0 -                - 0 -
                                                          -------------          -----------
       Net (Loss)                                                 - 0 -                - 0 -
                                                          =============          ===========
     Diluted:
       (Loss) from Continuing Operations                          - 0 -                - 0 -
       Extraordinary Item                                         - 0 -                - 0 -
                                                          -------------          -----------
       Net (Loss)                                                 - 0 -                - 0 -
                                                          =============          ===========


Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                   202,000,000            169,000,000
                                                          =============          ===========
</TABLE>



See notes to consolidated financial statements.

                                     - F5 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' (Deficit)
For the Years Ended December 31, 2000 and 1999
================================================================================

<TABLE>
<CAPTION>
                                             Number of
                                            Common Stock         Amount         Capital in
                                               Shares           $.00003          Excess of         Accumulated
                                            (Post-Split)       Par Value         Par Value          (Deficit)            Total
                                          -----------------------------------------------------------------------------------------
<S>                                          <C>               <C>             <C>                 <C>                <C>
Balance - December 31, 1998                  160,912,985       $   4,827       $   3,555,925       $  (4,460,176)     $  (899,424)
     Proceeds from sales of stock             19,000,000             570             379,430                  --          380,000
     Proceeds from issuance of warrants               --              --              50,000                  --           50,000
     Stock issued in settlement of debt        3,175,000              95             171,244                  --          171,339

Net (loss)                                            --              --                  --            (835,738)        (835,738)
                                             -----------       ---------       -------------      --------------      -----------


Balance - December 31, 1999                  183,087,985           5,492           4,156,599          (5,295,914)      (1,133,823)

     Proceeds from sales of stock              7,600,000             228             271,439                  --          271,667
     Stock issued in settlement of debt       32,317,016             970             908,038                  --          900,008
     Warrants issued for services                     --              --              30,000                  --           30,000
     Warrants issued to acquire assets                --              --              30,950                  --           30,950


     Net (loss)                                       --              --                  --            (696,433)        (696,433)
                                             -----------       ---------       -------------      --------------      -----------


Balance - December 31, 2000                  223,005,001       $   6,690       $   5,397,026      $   (5,992,347)     $  (588,631)
                                             ===========       =========       =============      ==============      ===========
</TABLE>


See notes to consolidated financial statements.

                                     - F6 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows                                Page 1 of 2
================================================================================


<TABLE>
<CAPTION>
                                                                       For the Years Ended
                                                                          December 31,
                                                                       2000            1999
                                                                    ----------       ---------
<S>                                                                 <C>              <C>
Cash Flows from Operating Activities
   Net (loss)                                                       $(696,433)       $(835,738)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                                     9,984            8,708
       Amortization                                                     5,322            3,541
       Warrants issued for compensation                                30,000               --
       Gains on settlement of debt                                    (40,450)         (46,952)
       Gains on settlements of lawsuits                              (125,787)              --
       Accrued interest                                                 1,000           19,236
       Equity in net (income) loss of PhaseOut Partners                    --          228,738
       Equity in net loss of subsidiary                                    27               --
       Write-off of security deposits                                   3,456               --

       (Increase) decrease in:
         Inventories                                                    7,570              199
         Prepaid expenses                                              (9,101)          (6,234)

       Increase (decrease) in:
         Accounts payable                                              70,005           (9,936)
         Accrued officer compensation                                 320,302          290,143
         Accrued expenses                                             (23,450)           4,388
                                                                    ----------       ---------

                                                                     (447,555)        (343,907)
                                                                    ---------        ---------
Cash Flows from Investing Activities
   Acquisition of equipment                                           (23,558)              --
   Deferral of royalty paid                                                --          (10,000)
   Distributions from PhaseOut Partners                                    --           25,000
   Payment of security deposits                                            --             (355)
   Proceeds from settlement of lawsuit                                150,000               --
                                                                    ---------        ---------
                                                                      126,442          (14,645)
                                                                    ---------        ---------

Cash Flows from Financing Activities
     Proceeds from sales of common stock                              271,667          380,000
     Proceeds from issuance of stock options                               --           50,000
     Payment of deferred registration and financing costs             (25,000)              --
                                                                    ----------       ---------

                                                                      246,667          430,000
                                                                    ---------        ---------
</TABLE>


See notes to consolidated financial statements.

                                     - F7 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows                                Page 2 of 2
================================================================================


<TABLE>
<CAPTION>
                                                                       For the Years Ended
                                                                            December 31
                                                                      2000             1999
                                                                    ---------        ---------
<S>                                                                 <C>              <C>
Net Decrease in Cash                                                $ (74,446)       $ 100,738

Cash - beginning                                                      113,338           12,600
                                                                    ---------        ---------

Cash - end                                                          $  38,892        $ 113,338
                                                                    ---------        ---------

Cash paid for:
Interest                                                                   --              386
                                                                    ---------        ---------

Supplemental Disclosures
     Non-cash Investing and Financing Transactions:
         Stock and warrants issued for settlement of debt           $ 938,008        $ 171,339
                                                                    ---------        ---------

         License acquisition cost accrued                           $      --        $  29,000
                                                                    ---------        ---------

         Warrants issued to acquire assets                          $   1,950        $      --
                                                                    ---------        ---------
</TABLE>


See notes to consolidated financial statements.

                                     - F8 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2000
================================================================================


1 -    The Company

       Quest Products  Corporation  (the  "Company") was organized as a Delaware
       Corporation on July 17, 1987 and operated as a development  stage company
       through  1993.  The  Company  has  two  wholly-owned  subsidiaries,   The
       ProductIncubator.com, Inc. and Rainbow Shades, Inc., and a majority-owned
       subsidiary, Wynn Technologies, Inc., through which it intends to identify
       and bring to the marketplace  unique  proprietary  products.  The Company
       also  intends  to  continue  to  market  and   distribute   its  patented
       "Phase-Out" system smoking cessation device (the "PhaseOut device").

       During 1999, the Company  distributed the PhaseOut device through a joint
       venture. This joint venture was terminated in January 2000. See Note 4.

       During  1999,  the  Company  entered  into a License  Agreement  with the
       holders of a patent for the exclusive  worldwide license to make, use and
       sell inventions related to an adjustable lens product such as sunglasses,
       ski goggles or diving masks. See Note 5.

       During 2000, the Company developed a multi-account card system which will
       allow a subscribing card holder to access all of their Credit card, Debit
       card,  frequent  flyer,  telephone  calling  card  and  other  membership
       accounts  by  using  one  plastic  "smart"  credit  card  which  will  be
       commercialized and marketed under the name "BIG1CARD"(TM).


2 -    Summary of Significant Accounting Policies

       a.  Principles of Consolidation - The consolidated  financial  statements
           include the  accounts of Quest  Products  Corporation  and its wholly
           owned  subsidiaries  after elimination of all inter-company  accounts
           and transactions.

       b.  Cash and Cash  Equivalents - The Company  considers  all  short-term,
           highly liquid  investments with maturities of three months or less at
           the date of their acquisition to be cash equivalents.  These balances
           are  maintained at a high quality  financial  institution.  At times,
           these balances are in excess of FDIC insurance limits.

       c.  Inventory  - Inventory  is valued at cost (on a  first-in,  first-out
           basis) which is not in excess of market value. Inventory is comprised
           entirely of finished goods.

       d.  Furniture  and  Equipment - Furniture  and  equipment  are carried at
           cost.   Depreciation   is  computed  using  the   straight-line   and
           accelerated  methods over the estimated  useful lives (three to seven
           years) of the assets.


                                     - F9 -
<PAGE>


       e.  Long-lived  Assets - The Company's  policy is to review furniture and
           equipment  and  certain   identifiable   intangibles  for  impairment
           whenever  events  or  changes  in  circumstances  indicate  that  the
           carrying  amount of an asset  may not be  recoverable.  A review  for
           impairment  includes  comparing the carrying  value of an asset to an
           estimate of the undiscounted net future cash inflows over the life of
           the asset.  An asset is considered  impaired when the carrying  value
           exceeds the calculation of the  undiscounted  net future cash inflows
           or fair market value.  An impairment loss is defined as the amount of
           the excess of the  carrying  value over the fair market  value of the
           asset.

       f.  Intangibles:

                  Patents - Patents represent a patent dated June 15, 1993 that
                  was acquired by the Company on October 25, 1994 and a foreign
                  patent acquired in 1997. The acquisition cost has been
                  capitalized and amortized (straight-line method) over the life
                  of 16 years.

                  License  Acquisition Cost -- The cost of obtaining the license
                  will be  amortized  using the  straight-line  method  over the
                  remaining life of the agreement.

       g   Stock-Based Compensation:

                  Employees  -  When  stock  based  compensation  is  issued  to
                  employees and directors,  in connection with their services as
                  directors,   Statement  of  Financial   Accounting   Standards
                  ("SFAS")  No. 123  Accounting  for  Stock-Based  Compensation,
                  encourages,   but  does  not  require   companies   to  record
                  compensation cost for stock-based employee  compensation plans
                  at fair  value.  The Company has chosen to continue to account
                  for stock-based  compensation using the intrinsic value method
                  prescribed  in  Accounting  Principles  Board  Opinion No. 25,
                  Accounting for Stock Issued to Employees.  APB No. 25 requires
                  no recognition  of  compensation  expense for the  stock-based
                  compensation  arrangements  provided by the Company  where the
                  exercise price is equal to the market price at the date of the
                  grants.

                  Non-Employees  - When stock  based  compensation  is issued to
                  non-employees,  the Company records these  transactions at the
                  fair  market  value of the  equity  instruments  issued or the
                  goods  or  services  received,   whichever  is  more  reliably
                  measurable.

       h.  Basic and Diluted  Earnings  (Loss) per Share - Basic earnings (loss)
           per share is computed by dividing  net income  (loss) by the weighted
           average  numbers  of shares of common  stock  outstanding  during the
           period.  Diluted  earnings (loss) per share is computed giving effect
           to all dilutive  potential common shares that were outstanding during
           the  period.   Dilutive   potential  common  shares  consist  of  the
           incremental common shares issuable upon the exercise of warrants. For
           2000 and 1999, potentially dilutive securities that related to shares
           issuable  upon the exercise of stock  options  granted by the Company
           were excluded, as their effect was antidilutive. See Note 8.

       i.  Advertising  - The  Company  expenses  the  cost  of  advertising  as
           incurred.  Advertising expense was $2,000 and $4,000 in 2000 and 1999
           respectively.

       j.  Revenue  Recognition  - The  Company's  customers  include end users,
           retailers and distributors.  Revenue,  less reserves for returns,  is
           generally recognized upon shipment to the customer.


                                     -F10-
<PAGE>


           The Joint  Venture  had no  customers  due to the fact that the Joint
           Venture  ended in January  2000.  During  1999,  the Joint  Venture's
           customers were primarily  retail chain drug stores.  For customers to
           whom  sales  were  subject to return,  revenue  was  recognized  upon
           collection,  at  which  time  the  sale  was  considered  final.  For
           customers  to whom sales were not  subject  to  return,  revenue  was
           recognized upon shipment.

       k.  Estimates - The  preparation  of financial  statements  in conformity
           with generally accepted accounting  principles 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 dates of the financial statements and the reported
           amounts of revenues and expenses during the reporting period.  Actual
           results could differ from those estimates.

       l.  Reclassification  -  Certain  amounts  from  prior  years  have  been
           restated  to  conform  to  the  current  year's  presentation.  These
           reclassifications have no effect on the previously reported loss.


3 -    Status of the Company

       The financial  statements  have been prepared on a  going-concern  basis,
       which  contemplates  the  realization of assets and the  satisfaction  of
       liabilities in the normal course of business over a reasonable  length of
       time.

       The Company has had recurring  net  operating  losses since its inception
       and has made use of privately-placed debt and equity financing to provide
       funds for  operations.  As of  December  31,  2000,  current  liabilities
       exceeded current assets by $709,192.  Those factors create an uncertainty
       about the Company's ability to continue as a going concern.

       The Company has  intentions  of  expanding  and  refining  its  marketing
       efforts  to improve  the  efficiency  of these  efforts  and to  increase
       revenues.  In addition,  the Company is continuing  its efforts to obtain
       long-term financing through the issuance of equity securities.

       The  financial  statements do not include any  adjustments  that might be
       necessary should the above or other factors affect the Company's  ability
       to continue as a going concern.


4 -    Joint Venture

       In 1998,  the Company  began  distribution  of the  PhaseOut  device into
       domestic  retail chain drug stores  through  PhaseOut  Partners,  an oral
       joint venture  arrangement with SAS Group Inc. ("SAS").  During 1999, the
       Company  reduced its investment to $85,874 based on information  provided
       by SAS which included purported price concessions given to certain retail
       chain drug stores,  estimates of future returns,  projected  future price
       concessions  and charges for certain  other costs.  The Company  disputed
       these  price  concessions  and  charges,   which  it  believed  were  not
       originally  agreed  to nor  actually  incurred  in  connection  with  the
       PhaseOut program.


                                     -F11-
<PAGE>


       In January  2000,  the Company  informed  SAS that the Joint  Venture was
       terminated.  In March 2000 the Company had instituted  legal  proceedings
       against  SAS to recover  all monies for which it was  entitled  under the
       joint venture  agreement,  which the Company  believed to be in excess of
       $750,000.  In connection  with the  abovementioned  lawsuit,  a mediation
       settlement  was reached in principle on July 19, 2000 wherein the Company
       received  $150,000 and  approximately  17,000 PhaseOut units and is still
       waiting for delivery on additional  inventory of approximately 2,000 more
       PhaseOut  units.  Consequently,  the  Company  realized  a gain  on  this
       settlement of $93,411 in 2000.


5 -    Sunglass Product Agreements


       License  Agreement  -- During  1999,  the Company  entered into a License
       Agreement  with the  holders  of a  patent  for the  exclusive  worldwide
       license to make, use and sell  inventions  related to an adjustable  lens
       product  such as  sunglasses,  ski  goggles or diving  masks.  Under this
       Agreement, in July 2000 the Company issued warrants to purchase 1,000,000
       shares of stock at $.0275 per share. The Company estimated the fair value
       of these warrants to be $29,000 and has recorded this License Acquisition
       Cost as a long-term asset on its balance sheet.  These  acquisition costs
       are being  amortized  using the  straight-line  method over the remaining
       life  of the  Agreement.  The  life  of the  Agreement  is  based  on the
       remaining  life of the Patent which,  at  acquisition  date, had 13 years
       remaining.

       Pursuant  to the  License  Agreement,  the  Company  is subject to annual
       minimum  royalty  payments  of $25,000,  commencing  from the date of the
       first  commercial sale of any product  covered by the License  Agreement.
       The Company paid  $10,000,  which will be used to offset  future  royalty
       payments due.


       Consulting  and  Representation  Agreement  -- In June  2000 the  Company
       entered into a comprehensive agreement with Opsales and its President and
       Vice President,  Sidney and Dean Friedman,  to manufacture and distribute
       the  Company's  rotatable,  variable  polarized  lenses to be used in the
       Company's new sunglass product, Rainbow Shades(TM). Under this Agreement,
       Opsales and its President and Vice  President  will provide  consultation
       and expertise in the developing,  manufacturing  and  distributing of its
       sunglass product in the United States and abroad.

       In exchange, the Company paid a one-time fee of $2,500 each to Sidney and
       Dean  Friedman in June 2000 and is paying  $1,000 per month each  through
       June 2003. The Company also issued options to purchase  1,000,000  shares
       each of the Company's stock at $.09 per share expiring June 30, 2003. The
       Company is recognizing  compensation  for the fair value of these options
       over the term of the agreement.



                                     - F12 -
<PAGE>


6 -    BIG1CARD(TM) Agreements

       Wynn Technologies Inc. During 2000, the Company developed a multi-account
       card system which will allow a  subscribing  card holder to access all of
       their Credit card, Debit card, frequent flyer, telephone calling card and
       other membership  accounts by using one plastic "smart" credit card which
       will be commercialized  and marketed under the name  "BIG1CARD"(TM).  The
       multiple  account card system is protected  by United  States  Patent No.
       5,859,419  which  was  obtained  by the  system's  inventor,  Sol H. Wynn
       ("Wynn").  As part of the BIG1CARD(TM),  a new corporation  formed by the
       Company, named Wynn Technologies Inc. ("Wynn Tech"), has now acquired all
       right,  title and interest to the Wynn patent.  Therefore,  Wynn Tech has
       the exclusive  rights in the United States to make,  use,  offer and sell
       this new  multi-account  card  system.  Wynn  Tech is owned  65% by Quest
       Products Corporation, subject to resolution of certain contingencies, and
       35% by Wynn. Quest also applied for additional patents to further enhance
       BIG1CARD(TM) technology.

       Under the  agreement,  Wynn shall be  entitled to receive 2% of the gross
       revenues of Wynn Tech and other  compensation  as certain  milestones are
       achieved.   Upon  Wynn  Tech  achieving   cumulative  gross  revenues  of
       $10,000,000,  Wynn shall receive options to purchase  5,000,000 shares of
       the  Company's  stock  at  $.07  per  share.  Upon  Wynn  Tech  achieving
       cumulative  gross revenues of $30,000,000,  Wynn shall receive options to
       purchase 10,000,000 shares of the Company's stock at $.10 per share. Upon
       Wynn Tech achieving cumulative gross revenues of $100,000,000, Wynn shall
       be entitled to one seat on the Company's Board.  Upon Wynn Tech achieving
       cumulative gross revenues of $200,000,000, Wynn shall be entitled to lead
       a  design-engineering  center in  California,  which shall be financed by
       Wynn Tech.

       The Company issued options to purchase 5,000,000 shares of Quest stock at
       $.05 per share to Wynn in exchange  for a 65% interest in Wynn Tech which
       owns the  patent  covering  the  Big1Card(TM)  technology.  Since Wynn is
       considered a "promoter,"  the patent  contributed to Wynn Tech was valued
       at his historical cost of $3,000.

       The  Company has not  included  Wynn Tech in its  consolidated  financial
       statement  since  there  are  significant  contingencies  related  to the
       control of Wynn Tech.  The Company  accounts for its  investment  in Wynn
       Tech under the equity method whereby the investment  account is increased
       for  contributions  by the  Company  plus its 65% share of the income and
       reduced  for  distributions  and its 65% share of any losses  incurred by
       Wynn Tech without  restriction  and  regardless of whether the investment
       balance goes below zero.

       Following are condensed financial data of Wynn Technologies, Inc.:

       As of December 31, 2000
       Patent, net of accumulated amortization of $42           $2,958
                                                                ------
       Shareholders' Equity                                     $2,958
                                                                ------

       For the Year ended December 31, 2000
       Net Loss                                                   $(42)
                                                                  ----



                                     - F13 -
<PAGE>


       Consulting  Agreement.  On March 1, 2001,  the Company signed a five-year
       Consulting  Agreement with Alex W. Hart to serve as a Special  Consultant
       to the Company on the development and  commercialization of the Company's
       patented  Big1Card(TM)  technology.  Mr. Hart's duties will be to use his
       best  efforts  to  locate  and  approach  appropriate   organizations  to
       participate in the Company's  Big1Card(TM)  SmartCard project.  This will
       include  introducing  the Company and assisting in completing  agreements
       with all such organizations.

       The five-year  Consulting Agreement calls for Mr. Hart to receive options
       to  purchase  5  million  shares  of the  Company's  stock,  which can be
       exercised at any time during the five-year Agreement, either on a cash or
       cashless  basis.  Two million  options  will be issued at $.10; 1 million
       options will be issued at $.15; 1 million  options at $.20; and 1 million
       options at $.30.


7 -    Domain Investments Inc. Equity Financing Agreement

       On November 2, 2000,  the Company  signed an  Investment  Agreement  with
       Domain  Investments  Inc. of New York City, New York,  which provides for
       the  Company  to  receive up to twenty  million  dollars  of funding  for
       working  capital over a 24-month  period in exchange for Common Stock and
       Warrants.  Under the Agreement  dated November 2, 2000, The Company shall
       sell to Domain shares in the Common Stock of Quest  Products  Corporation
       and  Subsidiaries  at a discount  from  market  price of at least 9% plus
       Warrants equal to 10% of the number of shares  purchased by Domain,  with
       an exercise  price of 110% of the  purchase  price paid for the shares by
       Domain.  Within certain guidelines,  the Company shall determine when and
       in what amounts it requires capital from Domain.  The Company,  after its
       submission of its 2000 10KSB with the Securities and Exchange Commission,
       intends to file an SB2 in order to generate  unrestricted shares required
       for this Agreement.


8 -    Warrants and Convertible Debentures

       The pro forma  information  required by SFAS 123 regarding net income and
       earnings per share has been presented as if the Company had accounted for
       its warrants under the fair value method.  The fair value of each warrant
       is  estimated  on the date of the warrant  grant using the  Black-Scholes
       option pricing model with the following weighted average assumptions:

                                                      2000            1999
                                                   -----------     ------------
           Assumptions:
           Expected life of warrants                 3 years         3.9 years
              Risk free interest rate                 6.0%             6.0%
              Volatility of stock                     191%             194%
              Expected dividend yield                   --               --

       The weighted  average  grant date fair value of the  warrants  granted to
       employees  and board  members  during  2000 and 1999 was  $1,507,660  and
       $45,900,  respectively. Had the fair value of the warrants been amortized
       to expense  over the  related  service  period,  the pro forma  impact on
       earnings  of the  stock-based  compensation  for the  warrants  under the
       provision would have been as follows:


                                     - F14 -
<PAGE>


                                                   2000               1999
                                              -------------     --------------
           Net (Loss):
              As reported                     $   (696,433)     $    (835,738)
              Pro forma                       $ (2,308,495)     $  (1,080,239)

           Earnings Per Share:
              As reported                     $    - 0 -        $     - 0 -
              Pro forma                       $    (.01)        $     (.01)


       In accordance with SFAS 123, the weighted  average fair value of warrants
       is  required  to be based on a  theoretical  statistical  model using the
       preceding assumptions.  In actuality, the Company's warrants do not trade
       on a secondary  exchange  and,  therefore,  the  employees  and directors
       cannot  derive any benefit from  holding the  warrants  under these plans
       without  an  increase  in the  market  price of  Company  stock.  Such an
       increase in stock price would benefit all shareholders commensurately.

       a.  Warrants  -Presented  below is a summary of warrant  activity for the
           years shown: All warrants are immediately exercisable upon grant.

<TABLE>
<CAPTION>
                                                                         Weighted Average
                                                        Warrants           Exercise Price
                                                        ----------------------------------
<S>                                                     <C>              <C>
         Balance - December 31, 1998                     64,783,345           0.05
           Granted                                        9,000,000           0.02
           Expired                                       (5,156,061)          0.13
                                                       ------------



         Balance - December 31, 1999                     68,627,284           0.04
           Granted                                       12,100,000           0.05
           Exercised                                       (500,000)          0.02
           Expired                                       (1,500,000)          0.08
                                                       ------------

         Balance - December 31, 2000                     78,727,284           0.04
                                                       ============
</TABLE>

The following table summarizes  information for warrants  currently  outstanding
and exercisable at December 31, 2000:

<TABLE>
<CAPTION>
                                                            Warrants Outstanding
                                  ----------------------------------------------------------------------
             Range of                                Weighted Average            Weighted Average
              Prices                  Number          Remaining Life              Exercise Price
         ---------------          ----------------------------------------------------------------------
<S>                               <C>                 <C>                        <C>
         $   0.01 -.0.03            10,250,000            2 years                      0.01
             0.03 -.0.04            21,500,000            2 years                      0.03
             0.05 - 0.09            46,977,284            4 years                      0.05
                                  ------------

         $   0.01- 0.09             78,727,284            3 years                      0.04
                                  ============
</TABLE>


                                     - F15 -
<PAGE>


       On December 12, 2000, the Board extended by three years all warrants held
       by Directors which were scheduled to expire in 2001.  Since the extension
       was to compensate the Directors for their service as Board  members,  the
       Company  did not  recognize  any  compensation  cost  since  there was no
       intrinsic  value at the  time of the  extension.  The  fair  value of the
       compensation was $1,327,660


       b.  1992 Convertible Debentures - In 1992, the Company initiated a series
           of private  placement  offerings of two and  three-year  Subordinated
           Convertible  Debentures  with an annual interest rate of 10% and with
           variable  conversion  rates  (ranging  from $.05 to $.10 per  share).
           These offerings raised a total of $117,500. The Company is in default
           on  interest  payments  and  is in  violation  of  covenants.  Of the
           original  $117,500  raised,  $107,500 has been paid back or converted
           into stock. As of December 31, 2000,  $10,000 of principal and $8,900
           of interest remain unpaid or unconverted on these debentures.


       c.  Authorized  Shares - During 2000, the Company increased the number of
           its  authorized  shares of  capital  stock to  390,000,000  shares of
           Common Stock and 10,000,000 shares of Preferred Stock.


9 -    Related Party Transactions

       a.  Loans  from  Former  Officer  and  Director  - A former  officer  and
           director,  Bernard Gutman, was owed $100,445 for various expenses and
           loans which were included in the December 31, 1999 Balance Sheet.  In
           December  1999, he brought suit against the Company in New York State
           Supreme Court,  Nassau County,  for alleged  consulting fees and loan
           repayments due him. The Company  counterclaimed  for fraud and breach
           of contract. The action was settled in March 2000, and 400,000 shares
           were issued in September  2000.  Consequently,  a gain of $32,376 was
           recognized on this settlement.

           During 1998,  the Company  received  from a former  director  $50,000
           payable  with a stated  interest  rate of 10%.  Accrued  interest  at
           December  31,  1999  amounted  to  $5,986.  Both the loan  amount and
           accrued  interest  were  included in the  December  31, 1999  balance
           sheet.  On February 3, 2000, the former director  accepted  1,250,000
           shares  of common  stock in  settlement  of this  debt  plus  accrued
           consulting fees in the amount of $47,000.

       b.  Officer's  and  Director's  Compensation  - During 1996,  an investor
           group brought in by Herbert M. Reichlin and Burton A. Goldstein ("the
           two  individuals")  acquired an 18% ownership  interest for $500,000.
           The two individuals  were awarded seats on the Board of Directors and
           officers  positions.  In addition,  the two individuals each received
           9,778,975  warrant shares. In December 1997, the Company entered into
           employment  contracts with each of these two individuals for $150,000
           per year for five years from December 1997 through  November 2002 and
           issued  warrants  to  purchase  7,500,000  shares each at an exercise
           price of $.03 per share.  During  2000,  these two  individuals  each
           agreed to receive  10,000,000  shares of stock in lieu of $400,000 in
           accrued  salaries.  As of December 31, 2000, the two individuals were
           owed  $280,418  and  $262,626  respectively  in accrued  salaries and
           expenses.

       c.  Director's  Loans - During  2000,  a group of  Directors  loaned  the
           Company $5,400 in 2000 payable on demand without interest.


                                     -F16-
<PAGE>


10 -   Settlements of Debt

       On December 6, 2000, the Company settled a $286,450 debt with its largest
       vendor whereby the vendor received  6,000,000  shares of Company stock in
       full payment of the balance owed.  Consequently,  the Company  realized a
       $40,450 gain on the conversion of this debt.

       During 1996, the Company  received  $200,000 from an individual as a loan
       in connection with the Company's  media  campaign.  Repayments of $35,000
       were made in cash and $7,500 in stock.  In  November  1999,  the  Company
       issued  2,875,000  shares of Company  stock in  repayment of the $157,500
       loan  balance  and  any  accrued  interest.   Consequently,  the  Company
       recognized a $46,952 gain on the settlement of this debt.

11 -   Income Taxes

       The  Company  has   available  net  operating   loss   carryforwards   of
       approximately  $6,022,000,  which  expire in 2002  until  2015.  Deferred
       income  taxes  reflect  the  net  tax  effects  of  net  operating   loss
       carryforwards   and  result  in  deferred  tax  assets  of  approximately
       $2,051,000  and  $2,086,000 at December 31, 2000 and 1999,  respectively,
       which were fully  offset by  valuation  allowances  due to  uncertainties
       surrounding the ultimate realization of these assets.


12 -   Lease Commitments

       The Company is obligated under a lease for office space through November,
       2001.  Rental  expense  was  $60,351  and  $60,361  for  2000  and  1999,
       respectively.  The remaining future minimum lease payments required under
       this lease through November 2001 is $49,941.


13 -   Economic Dependence

       The Company  purchased  100% of its  PhaseOut  devices from one vendor in
       1998 and there were no purchases in 2000 and 1999.


14 -   Disclosure About Fair Value of Financial Instruments

       The carrying amounts of cash, accounts  receivable,  accounts payable and
       other current assets and  liabilities  approximate  fair value because of
       the short maturity of these items.

       These  fair  value   estimates  are  subjective  in  nature  and  involve
       uncertainties and matters of significant judgment and, therefore,  cannot
       be determined with precision.  Changes in assumptions could significantly
       affect these estimates.



                                     - F17 -
<PAGE>


Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosures.

                                      NONE


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

     The following table sets forth certain information concerning the directors
and executive officers of the Company:

Name                     Age                       Position(s) with the Company

Burton A. Goldstein      65                  Chairman of the Board of Directors
                                             Secretary, Chief Executive Officer

Herbert M. Reichlin      59                               President, Treasurer,
                                              Chief Operating Officer, Director

Richard Bruno            55                                            Director

Alfred Fabricant         47                                            Director

Thomas Kirch             56                                            Director

Angelo J. Vassallo       55                                            Director

Milton J. Walters        56                                            Director


     Directors   are  elected  to  serve  until  the  next  annual   meeting  of
stockholders  and until their  successors  have been elected and have qualified.
Officers  are  appointed  to serve until the  meeting of the Board of  Directors
following the next annual  meeting of  stockholders  and until their  successors
have been  elected and have  qualified.  Each  director  receives  warrants  for
500,000 shares at market price each February, and out-of-pocket travel expenses.

     A summary of the  business  experience  of each officer and director of the
Company is as follows:

     BURTON A.  GOLDSTEIN  has been  Chairman of the Board of  Directors  of the
Company  since March 10, 1997 and became its  Secretary  in December  1997.  Mr.
Goldstein  is  President  of American  Employer  Services  Corp.,  a provider of
employee benefit consulting  services to industry and associations.  A chartered
Life  Underwriter,  Mr.  Goldstein  is also  active in estate  preservation  for
business owners and wealthy individuals.

     HERBERT M.  REICHLIN has been a Director and Treasurer of the Company since
July 30, 1996 and became its  President  in  December  1997.  Mr.  Reichlin is a
Certified  Public  Accountant  and is also the  President  of  Program  Resource
Organization, a consulting company to the health industry.


                                       14
<PAGE>


     RICHARD BRUNO has been a Director of the Company since June 1998.  Prior to
retirement,  Mr.  Bruno was employed as Managing  Director of NASDAQ  trading at
Paine Webber Inc. from 1964 thru June 1998.

     THOMAS  KIRCH  is  the  managing  partner  of  KV  Partners,  fixed  income
consultants and asset managers. Mr. Kirch is formerly a Managing Director of The
First Boston Corporation,  one of the nation's largest investment banking firms,
as well as a First  Vice  President  of  Loeb  Rhoades,  Hornblower,  and a Vice
President at Morgan Stanley & Co., Inc.

     ALFRED  FABRICANT has been a Director since October 7, 1997. Mr.  Fabricant
is the  founding  partner of the New York law firm of Fabricant & Yeskoo LLP and
is currently a partner of the law firm of Ostrolenk,  Faber, Gerb & Sofken.  Mr.
Fabricant  was  educated  at the  University  of  Miami  (1975)  and at the John
Marshall Law School (1978).

     ANGELO J. VASSALLO has been a Director since October 22, 1999. Mr. Vassallo
has 30 years of marketing and sales experience at Seagrams where he is presently
the Director of Marketing for the North America Atlantic/Pacific Region.

     MILTON J. WALTERS has been a Director  since December 28, 1999. Mr. Walters
is President of Tri-River  Capital Group, a company that serves the  specialized
investment banking needs of the financial service industry.

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

     The Company does not have any securities registered under Section 12 of the
Securities Exchange Act of 1934, and, accordingly, compliance with Section 16(a)
thereof is not required or applicable.


                                       15
<PAGE>


Item 10.  Executive Compensation

     The following table sets forth the annual  long-term  compensation  for the
Company's Chief Executive  Officer,  and the only other executive officer during
the Company's last three fiscal years:


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                           Annual           Long-Term      All Other
                                        Compensation      Compensation    Compensation
                                                           Securities
                                                           Underlying
Name and Principal Positions   Year       Salary           Warrants (#)
--------------------------------------------------------------------------------------
<S>                            <C>     <C>                 <C>             <C>
Burton A. Goldstein            2000    $  150,000                  --          $44,546
(Chief Executive Officer)      1999    $  150,000             500,000            7,200
                               1998    $  150,000           4,511,108               --


Herbert M. Reichlin            2000    $  150,000                  --          $52,593
(President and Chief           1999    $  150,000             500,000           15,362
Operating Officer)             1998    $  150,000           4,511,108               --

</TABLE>

Warrant Grants in Last Fiscal Year

     The following  table sets forth  certain  information  concerning  warrants
granted during 2000 to the named executives:

                                Individual Grants

<TABLE>
<CAPTION>
                            Number of       % of Total            Exercise
                           Securities       Warrants Granted       or Base
                           Underlying       to Employees in         Price         Expiration
Name                  Warrants Granted      Fiscal Year           ($/share)          Date
---------------------------------------------------------------------------------------------
<S>                      <C>                <C>                   <C>             <C>
Burton A. Goldstein          --                 0%                    0               --

Herbert M. Reichlin          --                 0%                    0               --

</TABLE>

                                       16
<PAGE>


Aggregated  Warrant  Exercises in Last Fiscal Year and Fiscal  Year-End  Warrant
Values

     The following table summarizes  warrants exercised during 2000 and presents
the  value of  unexercised  warrants  held by the  named  executives  at  fiscal
year-end:

                                                     Number of
                                                    Securities
                                                    Underlying        Value of
                             Shares                 Unexercised      Unexercised
                            Acquired                Warrants at     In-the-Money
                               on         Value     Fiscal Year-     Warrants at
                            Exercise    Realized    End (#) All    Fiscal Year-
Name                          (#)         ($)       Exercisable        End ($)
--------------------------------------------------------------------------------
Burton A. Goldstein            0           0        25,938,642         $134,000

Herbert M. Reichlin            0           0        25,938,642         $134,000


     The  Company  has  employment  agreements  with  the  above  executives  as
discussed in Item 12.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners -- The persons set forth on
     the charts  below are known to the Company to be the  beneficial  owners of
     more than 5% of the  Company's  outstanding  voting  Common Stock as of the
     date hereof.

(b)  Security  Ownership of Management -- Information  concerning the number and
     percentage  of shares of voting Common Stock of the Company owned of record
     and beneficially by management, is set forth on the charts below:


                                    Shares of Common Beneficially Owned
                           -----------------------------------------------------
  Name and Address                            Shares Acquirable
Of Beneficial Owner          Shares Owned     Within 60 Days (1)   Percent Owned
------------------------   ----------------   ------------------   -------------
Burton A. Goldstein           15,383,333          25,938,642            16.6%
6900 Jericho Turnpike
Syosset, New York 11791

Herbert M. Reichlin           15,383,333          25,938,642            16.6%
6900 Jericho Turnpike
Syosset, New York 11791

Richard Bruno                  1,250,000           1,250,000             1.1%
6900 Jericho Turnpike
Syosset, New York 11791


                                       17
<PAGE>



Alfred Fabricant               4,981,434           1,250,000             2.8%
6900 Jericho Turnpike
Syosset, New York 11791

Thomas Kirch                     500,000             500,000             0.4%
6900 Jericho Turnpike
Syosset, New York 11791

Angelo J. Vassallo                     0           1,000,000             0.4%
6900 Jericho Turnpike
Syosset, New York 11791

Milton J. Walters              1,750,000           2,500,000             1.9%
6900 Jericho Turnpike
Syosset, New York 11791

All Directors and Officers and Beneficial Owners    97,625,384          34.6%
of more than 5% of the Company's Common Stock


Under the rules of the Securities and Exchange Commission (the "SEC"), a person
is deemed to have "beneficial ownership" of any Common Stock over which that
person has or shares voting or investment power, plus any Common Stock that
person may acquire within 60 days, including through the exercise of a stock
option or the conversion of a convertible security.

Item 12.  Certain Relationships and Related Transactions

     a.   Loans  from  Former  Officer  and  Director  - A  former  officer  and
          director,  Bernard Gutman,  was owed $100,445 for various expenses and
          loans which were included in the December 31, 1999 Balance  Sheet.  In
          December  1999,  he brought suit against the Company in New York State
          Supreme Court,  Nassau County,  for alleged  consulting  fees and loan
          repayments due him. The Company counterclaimed for fraud and breach of
          contract.  The action was  settled in March 2000,  and 400,000  shares
          were issued in  September  2000.  Consequently,  a gain of $32,376 was
          recognized on this settlement.

          During 1998,  the Company  received  $50,000  from a former  director,
          Luther H. Hodges,  Jr.,  payable with a stated  interest  rate of 10%.
          Accrued interest at December 31, 1999 amounted to $5,986.  On February
          3, 2000, the former director accepted 1,250,000 shares of common stock
          in settlement of this debt plus accrued  consulting fees in the amount
          of $47,000.

     b.   Officer's and Director's Compensation - During 1996, an investor group
          brought in by Herbert M.  Reichlin and Burton A.  Goldstein  ("the two
          individuals") acquired an 18% ownership interest for $500,000. The two
          individuals  were awarded seats on the Board of Directors and officers
          positions.  In addition,  the two individuals each received  9,778,975
          warrant shares.  In December 1997, the Company entered into employment
          contracts with each of these two individuals for $150,000 per year for
          five  years  from  December  1997  through  November  2002 and  issued
          warrants to  purchase  7,500,000  shares each at an exercise  price of
          $.03 per share.  As of December  31, 1998,  the  investor  group owned
          28,064,340  shares and the two  individuals  had  warrants to purchase
          31,877,284  shares.  During 2000, these two individuals each agreed to
          receive  10,000,000  shares of stock in lieu of  $400,000  in  accrued
          salaries.  As of December  31,  2000,  the two  individuals  were owed
          $280,418 and $262,626 respectively in accrued salaries and expenses.


                                       18
<PAGE>


     c.   During 2000, a group of  Directors  loaned the Company  $5,400 in 2000
          payable on demand without interest.


Item 13.  Exhibits and Reports on Form 8-K

(A) Exhibits
         3.1      Articles of Incorporation (4)
         3.2      By-laws (4)
         10.01    Agreement dated August 21, 1995 with J&R Intercontinental (3)
         10.02    Consulting  Agreement  dated July 9, 1996  between the Company
                  and Herbert M. Reichlin (2)
         10.03    Consulting  Agreement  dated July 9, 1996  between the Company
                  and American Employer Service Corporation (2)
         10.04    Warrant  Agreement  dated July 9, 1996 between the Company and
                  Herbert M. Reichlin (2)
         10.05    Warrant  Agreement  dated July 9, 1996 between the Company and
                  Burton A. Goldstein (2)
         10.06    Warrant  Agreement  dated July 9, 1996 between the Company and
                  Milton J. Walters (2)
         10.07    Securities Purchase Agreement dated July 9, 1996 (2)
         10.08    Agreement   dated   April  30,   1997  with   Kingdom   Blinds
                  Manufacturing, Inc. (1)
         10.09    Employment  Agreement  dated  December  1,  1997  between  the
                  Company and Burton A. Goldstein. (1)
         10.10    Employment  Agreement  dated  December  1,  1997  between  the
                  Company and Herbert M. Reichlin. (1)
         10.11    Consulting  Agreement  dated  December  9,  1997  between  the
                  Company and Bernard Gutman. (1)
         10.12    License  Agreement  dated October 31, 1999 between the Company
                  and Charles E. Wheatley, Geoff Coy and James A. Mitchell (5)
         10.13    Comprehensive  Consulting and  Representation  Agreement dated
                  June 6,  2000  between  the  Company  and  Opsales  Inc.,  its
                  President,  Sidney  Friedman,  and its  Vice  President,  Dean
                  Friedman.
         10.14    Agreement  dated  November 2, 2000 between the Company and Sol
                  H. Wynn.
         10.15    Domain  Investments  Inc.  Equity  Financing  Agreement  dated
                  November 2, 2000
         10.16    Alex W. Hart Consulting Agreement dated March 1, 2001
         21       Subsidiaries of Registrant

                  (1) Incorporated  by  reference to Exhibits to Form 10-KSB for
                      fiscal year ended December 31, 1997.
                  (2) Incorporated  by  reference to Exhibits to Form 10-KSB for
                      fiscal year ended December 31, 1996.
                  (3) Incorporated  by  reference to Exhibits to Form 10-KSB for
                      fiscal year ended December 31, 1995.
                  (4) Incorporated  by  reference to Exhibits to Form 10-KSB for
                      fiscal year ended December 31, 1989.
                  (5) Incorporated  by  reference to Exhibits to Form 10-KSB for
                      fiscal year ended December 31, 1999.


(B)  Reports on Form 8-K

                  (6) No reports on Form 8-K were filed  during the last quarter
                      of 1998.


                                       19
<PAGE>


EXHIBIT 21                                   Subsidiaries of Registrant

     Name                               Percent Ownership  State of Organization
     ----                               -----------------  ---------------------
     The Product Incubator.com, Inc.          100%                New York
     Rainbow Shades Inc.                      100%                New York
     Wynn Technologies Inc.                    65%                New York


                                       20
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized.  QUEST  PRODUCTS
CORPORATION

Dated: March 28, 2000           By:       /S/:
                                   ---------------------------------------------
                                                  Herbert M. Reichlin, President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

           SIGNATURES AND TITLE                                       DATE
--------------------------------------------                     ---------------




--------------------------------------------                     March 28, 2001
Burton A. Goldstein
Chairman of the Board of Directors
Secretary, Chief Executive Officer


--------------------------------------------                     March 28, 2001
Herbert M. Reichlin
President, Treasurer, Chief
Operating Officer, Director


--------------------------------------------                     March 28, 2001
Richard Bruno
Director


--------------------------------------------                     March 28, 2001
Alfred Fabricant
Director


--------------------------------------------                     March 28, 2001
Thomas Kirch
Director


--------------------------------------------                     March 28, 2001
Angelo J. Vassallo
Director


--------------------------------------------                     March 28, 2001
Milton J. Walters
Director


                                       21
<PAGE>


                            SUPPLEMENTAL INFORMATION


     Supplemental  Information  to be Furnished  with Reports Filed  Pursuant to
Section 15(d) of the Act by Registrants  Which Have Not  Registered  Pursuant to
Section 12 of the Act.



                                      NONE




                                       22