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, 2001
              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
$19,272.

The number of shares outstanding on December 31, 2001 was 231,205,001 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 ($.03) of
the Company's Common Stock, as of December 31, 2001, is approximately $5,728,707
based upon the 190,956,901 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, 2001


                                Table of Contents

<TABLE>
<CAPTION>
PART I                                                                                                         PAGE
------                                                                                                         ----
<S>               <C>                                                                                      <C>
Item 1.           Business                                                                                    4 - 8
Item 2.           Properties                                                                                      8
Item 3.           Legal Proceedings                                                                               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                         9 - 11
Item 6.           Management's Discussion and Analysis of Financial Condition and Results                   12 - 14
                  of   Operations
Item 7.           Financial Statements                                                                     F1 - F17
Item 8.           Changes in or Disagreement with Accountants on Accounting and Financial                        15
                  Disclosure

PART III

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

PART IV

Item 13.          Exhibits and Reports on Form 8-K                                                          20 - 21


Signatures                                                                                                       22
Supplemental Information                                                                                         23
</TABLE>


<PAGE>

PART 1

Item 1.   Business

     The Private Securities Litigation Reform Act or 1995 provides a safe harbor
for forward-looking statements. All statements other than statements of
historical fact in this report are forward-looking statements. Such
forward-looking statements are based on the current beliefs of management and
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Quest Products Corporation to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: Quest's history of losses; the need to obtain
additional financing and the ability to obtain such financing; and uncertainties
relating to business and economic conditions in markets in which Quest operates.
The words, believe, expect, anticipate, intend and plan and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statement was made.

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 acquired the rights to and 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.


                                       4
<PAGE>

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.

     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 $6.00.

     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 in excess of 46
million smokers and worldwide the number of smokers is estimated to exceed 1
billion.


                                       5
<PAGE>

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.

Marketing

     We are currently developing a multifaceted strategy to reinvigorate the
sales of PhaseOut. We sell PhaseOut on our website, and we intend to develop
brand recognition through a targeted international/domestic advertising program.

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 2002.

     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.


                                       6
<PAGE>

     Research and Development expenses for the sunglass product were
approximately $89,000 and $133,000 in 2001 and 2000, respectively.

Big1Card(TM)

     During 2000, the Company acquired the rights to and 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), a
new corporation was formed by the Company in March 2000 named Wynn Technologies
Inc. ("Wynn Tech"), which 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 Tech is owned 65% by Quest Products Corporation and 35% by Mr.
Wynn. The Company's 65% interest is subject to the resolution of certain
contingencies. Accordingly, the Company is not currently consolidating this
subsidiary.

     The Company also applied for additional patent claims 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 Wynn Technologies, Inc.'s patented Big1Card(TM)
technology. The five-year Consulting Agreement called 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 have been issued at $.10; 1 million options
issued at $.15; 1 million options at $.20; and 1 million options at $.30. The
fair value of these options is being amortized over the life of the consulting
agreement. Quest, through its unconsolidated 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) project.
This will include introducing the Company and assisting in completing agreements
with all such organizations.

         In August 2001, Quest received an official notice from the United
States Patent and Trademark Office that the Company's application to add 25
additional claims to its multi-account credit card system patent will be
allowed. In light of this favorable action of the Patent Office on the Company's
application, the original 7 patent claims will be enlarged to a total of 32
claims.

     Research and Development expenses for the Big1Card(TM) were approximately
$109,000 and $4,000 in 2001 and 2000 respectively.


                                       7
<PAGE>

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

     None

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

     None


                                       8
<PAGE>

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

Quarter Ended March 31, 2001                  .153             .040
Quarter Ended June 30, 2001                   .115             .030
Quarter Ended September 30, 2001              .050             .030
Quarter Ended December 31, 2001               .050             .030

(b)       Holders -- As of December 31, 2001, the approximate number of the
          Company's shareholders was 7,200.

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.


                                       9
<PAGE>

                     Recent Sales of Unregistered Securities

During the year ended December 31, 2001, 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>
    1/17/01          1          1,000,000     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 $15,000.

    6/15/01          1          1,000,000     Common stock  issued  pursuant to            4(2)           Not Applicable
                                              Warrants    issued   November   1,
                                              1999.   The   Common   Stock   was
                                              issued  at  $0.02  per  share.  We
                                              received proceeds of $20,000

    6/5/01           1            500,000     Common Stock  issued  pursuant to            4(2)           Not Applicable
                                              Warrants  issued  July  21,  2000.
                                              The  Common  Stock  was  issued at
                                              $0.05  per  share.   We   received
                                              proceeds of $25,000

    6/13/01          1            500,000     Common Stock  issued  pursuant to            4(2)           Not Applicable
                                              Warrants  issued  August 25, 2000.
                                              The  Common  Stock  was  issued at
                                              $0.05  per  share.   We   received
                                              proceeds of $25,000

    5/22/01           1          5,000,000    Common Stock  issued  pursuant to            4(2)           Not Applicable
                                              Warrants   issued   September  15,
                                              1999. The Common Stock was  issued
                                              at $0.03  per  share. We  received
                                              proceeds of $150,000
</TABLE>


                                       10
<PAGE>

<TABLE>
<S>                  <C>        <C>           <C>                                          <C>            <C>
    9/25/01          1            200,000     Common Stock issued  pur-suant to            4(2)           Not Applicable
                                              Warrants   issued   February  15,
                                              1999.   The   Common   Stock  was
                                              issued  at $0.01  per  share.  We
                                              received proceeds of $2,000

    3/1/01           2          5,000,000     Warrants   issued  in  connection            4(2)           Exercisable through
                                              with  Comprehensive   Consult-ing                           February 28, 2006 at
                                              and  Representation   Agree-ment.                           an exercise price as
                                              No  cash  consideration  received                           follows:  2,000,000
                                              by us until exercise.                                       shares of Common
                                                                                                          Stock at $0.10 per
                                                                                                          share; 1,000,000
                                                                                                          shares of Common Stock
                                                                                                          at $0.15 per share;
                                                                                                          1,000,000 shares of
                                                                                                          Common Stock at $0.20
                                                                                                          per share; 1,000,000
                                                                                                          shares of Common Stock
                                                                                                          at $0.30 per share.

    3/5/01           2            500,000     Warrants   issued  in  connection            4(2)           Exercisable through
                                              with our  private  placement.  No                           March 5, 2004 at an
                                              cash  consideration  received  by                           exercise price of
                                              us until exercise.                                          $.05 per share.
</TABLE>

(1)   Common Stock

(2)   Warrants


                                       11
<PAGE>

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

Results of Operations

     The Company incurred a net loss of $898,013 and $692,433 for the years
ended December 31, 2001 and 2000 respectively.

     Sales increased by $12,838 from $6,434 in 2000 to $19,272 in 2001 as a
result of the Company's increasing sales via e-commerce and international sales.

     The Company sold 2,016 units in 2001 at an average price of approximately
$10 per unit and 287 PhaseOut units in 2000 at an average price of approximately
$23 per unit. The average cost per unit sold decreased from $2.34 in 2000 to
$1.61 in 2001 as a result of sales of units in 2001 being from stock purchased
at a lower cost. In addition, in 2000, the Company wrote-off 2,053 older
generation PhaseOut units at an average cost of $3.36 per unit or $6,898, and in
2001 the Company incurred storage costs of $4,860.

     Research and development expenses incurred by the Company increased by
$62,317 from $136,290 in 2000 to $198,607 in 2001. This increase is primarily
attributable to an approximately $17,000 decrease in product development costs
as it relates to the Company's sunglass product, and an approximately $79,000
increase in expenses related to the Company's Smartcard product.

     Selling expenses incurred by the Company decreased by $33,918 from $66,910
in 2000 to $32,992 in 2001. This decrease is primarily due to a decrease in
travel-related expenses.

     General and administrative expenses incurred by the Company decreased by
$47,924 from $656,868 in 2000 to $608,944 in 2001. This decrease is primarily
attributable to a decrease in professional fees.

     Interest expense increased by $8,006 from $1,466 in 2000 to $9,472 in 2001
due to interest on loans from shareholders received during the first quarter of
2001.


                                       12
<PAGE>

Liquidity and Capital Resources

     Cash of $340,248 was used for operations for 2001 as compared to $447,555
used in 2000. Cash decreased during the year by $3,248.

     The Company's working capital deficiency increased primarily due to accrued
officers compensation and loans from shareholders. Working capital and current
ratios were:

                                    December 31,                    December 31,
                                        2001                            2000
                                    ------------                    ------------
Working capital
(deficiency)                        $(1,163,004)                    $(709,192)
Current ratios                           0.05:1                        0.11:1

     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, 2001, 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. The Company expects to initially produce 1,000 pair of
sunglasses funded through an outside source to be sold mainly to Company
shareholders. The proceeds of these initial sales will be used to repay the
outside funding sources and fund future research and development expenditures
and continued production. Cash paid for further research and development
expenditures related to the sunglass project is not expected to exceed $50,000
during 2002.

     During 2000, the Company acquired the rights to and 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
unconsolidated subsidiary, Wynn Technologies, Inc., subject to the resolution of
certain contingencies, owns all rights to the Big 1Card(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.


                                       13
<PAGE>

     In January 2001, the Company filed a reissue application to significantly
broaden its patent rights for its multi-account credit card system. In August
2001, the Company received an official notice from the United States Patent and
Trademark Office that the Company's application to add 25 additional claims to
its multi-account credit card system patent will be allowed. In light of this
favorable action of the Patent Office on the Company's application, the original
7 patent claims will be enlarged to a total of 32 claims. The Company's
management believes the Patent Office action allowing these additional 25 claims
significantly broadens and strengthens the Company's patent and materially
increases its value in the marketplace. The new claims allowed by the Patent
Office, when combined with the original claims, make it extremely unlikely that
a competitor will be able to design around or otherwise circumvent the Company's
patent in launching a smart card multi-account credit card system and best
insures that no one else in the United States will be able to commercialize a
multi-account credit card system without obtaining license rights from the
Company. The Company's patent, which has a 1995 priority date is, to their
knowledge, the only U.S. patent which covers a multi-account credit card system
employing a processing chip and on-board memory. In addition, Quest Products
Corporation is in the process of contacting corporations in order to apply the
Company's patented multi-account credit card system to the myriad of security
issues facing Government and industry. Cash paid for further research and
development expenditures related to the Big1Card(TM) smart card project in 2002
is not expected to exceed $25,000.


Item 7.   Financial Statements

                                       14
<PAGE>


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

                                                                            Page

Independent Auditors' Report                                                 F-1

Consolidated Financial Statements

     Consolidated Balance Sheet
         December 31, 2001                                             F-2 - F-3

     Consolidated Statements of Operations
         For the Years Ended December 31, 2001 and 2000                F-4 - F-5

     Consolidated Statements of Changes in Shareholders' (Deficit)
         For the Years Ended December 31, 2001 and 2000                      F-6

     Consolidated Statements of Cash Flows
         For the Years Ended December 31, 2001 and 2000                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, 2001 and the related
consolidated statements of operations, shareholders' (deficit), and cash flows
for the years ended December 31, 2001 and 2000. 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, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 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, 2001 current liabilities exceed current
assets by $1,163,004. 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 6, 2002


                                     - F1 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2001
================================================================================

<TABLE>
<CAPTION>
<S>                                                                           <C>
Assets
     Current Assets
       Cash                                                                   $35,644

       Inventory                                                               25,770

       Prepaid expenses                                                         3,266
                                                                             --------

                                                                               64,680
                                                                             --------

     Investment in Unconsolidated Subsidiary                                    1,759

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $56,089                                                 15,884

     Deferred royalties                                                        10,000

     License acquisition cost - net of accumulated amortization of
      $4,964                                                                   24,036

     Patents - at cost - net of accumulated amortization of
      $22,434                                                                  27,001

     Security Deposits                                                            405
                                                                             --------

                                                                               79,085
                                                                             --------

                                                                             $143,765
                                                                             ========
</TABLE>


See notes to consolidated financial statements.

                                     - F2 -
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2001
================================================================================

<TABLE>
<CAPTION>
<S>                                                                                     <C>
Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $9,900                                                                      $    19,900
  Accounts payable                                                                          233,231
  Due to Officers and Directors                                                             839,558
  Loans from shareholders-including accrued interest
    of $8,472                                                                               108,472
  Accrued expenses                                                                           26,523
                                                                                        -----------

                                                                                          1,227,684
                                                                                        -----------

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 - 231,205,001 shares issued and outstanding                            6,936
  Capital in excess of par                                                                5,799,505
  Accumulated (deficit)                                                                  (6,890,360)
                                                                                        -----------

                                                                                         (1,083,919)
                                                                                        -----------

                                                                                        $   143,765
                                                                                        ===========
</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,
                                                                       2001                  2000
                                                                    -------------------------------
<S>                                                                 <C>                   <C>
Sales - net                                                         $  19,272             $   6,434

Cost of Sales                                                           8,106                 7,570
                                                                    ---------             ---------

                                                                       11,166                (1,136)
                                                                    ---------             ---------

Research and Development Expenses                                     198,607               136,290

Selling Expenses                                                       32,992                66,910

General and Administrative Expenses                                   608,944               656,868
                                                                    ---------             ---------

                                                                      840,543               860,068
                                                                    ---------             ---------

(Loss) Before Other Income (Expenses)                                (829,377)             (861,204)
                                                                    ---------             ---------

Other Income (Expenses)
     Write-off of deferred registration costs                         (25,000)                   --
     Write-off of discount on debt                                    (34,000)                   --
     Interest (expense)                                                (9,472)               (1,466)
     Loss on investment in unconsolidated  subsidiary                    (164)                   --
     Gains on settlements of lawsuits                                      --               125,787
                                                                    ---------             ---------

                                                                      (68,636)              124,321
                                                                    ---------             ---------

Net (Loss) Before Extraordinary Item                                 (898,013)             (736,883)

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

Net (Loss)                                                          $(898,013)            $(696,433)
                                                                    =========             =========
</TABLE>


See notes to consolidated financial statements.


                                     - F4 -
<PAGE>

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

Net (Loss) per Share:
     Basic and Diluted:
       (Loss) from Continuing Operations            - 0 -                 - 0 -
       Extraordinary Item                             --                  - 0 -
                                              -----------           -----------
       Net (Loss)                                   - 0 -                 - 0 -
                                              ===========           ===========

Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)       228,000,000           202,000,000
                                              ===========           ===========


See notes to consolidated financial statements.


                                     - F5 -
<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' (Deficit)
For the Years Ended December 31, 2001 and 2000
================================================================================

<TABLE>
<CAPTION>
                                                       Number of
                                                     Common  Stock    Amount      Capital in
                                                        Shares        $.00003      Excess of       Accumulated
                                                     (Post-Split)     Par Value    Par Value        (Deficit)         Total
                                                     ---------------------------------------------------------------------------
<S>                                                  <C>              <C>         <C>             <C>               <C>
Balance - December 31, 1999                          183,087,985$      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)

     Proceeds from exercise of warrants                8,200,000         246         236,754               --           237,000
     Warrants issued in settlement of debt                    --          --          34,000               --            34,000
     Compensation due to warrants                             --          --         131,725               --           131,725

Net (loss)                                                    --          --              --         (898,013)         (898,013)
                                                     -----------       -----       ---------       ----------          --------

Balance - December 31, 2001                          231,205,001      $6,936      $5,799,505      $(6,890,360)      $(1,083,919)
                                                     ===========       =====      ==========      ===========       ===========
</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,
                                                                           2001              2000
                                                                        ---------------------------
<S>                                                                     <C>               <C>
Cash Flows from Operating Activities
   Net (loss)                                                           $(898,013)        $(696,433)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                                        10,592             9,984
       Amortization                                                         5,720             5,322
       Warrants issued for compensation                                   131,725            30,000
       Write-off of deferred registration costs                            25,000                --
       Gains on settlement of debt                                             --           (40,450)
       Write-off of discount on debt                                       34,000                --
       Gain on settlement of lawsuit                                           --          (125,787)
       Accrued interest                                                     9,472             1,000
       Equity in net loss of subsidiary                                       164                27
       Write-off of security deposits                                          --             3,456

       (Increase) decrease in:
         Inventories                                                        3,246             7,570
         Prepaid expenses                                                  12,069            (9,101)

       Increase (decrease) in:
         Accounts payable                                                   9,663            70,005
         Accrued officer compensation                                     291,114           320,302
         Accrued expenses                                                  25,000           (23,450)
                                                                        ---------         ---------

                                                                         (340,248)         (447,555)
                                                                        ---------         ---------
Cash Flows from Investing Activities
   Acquisition of equipment                                                    --           (23,558)
   Proceeds from settlement of lawsuit                                         --           150,000
                                                                        ---------         ---------

                                                                               --           126,442
                                                                        ---------         ---------

Cash Flows from Financing Activities
     Proceeds from sales of common stock                                       --           271,667
     Proceeds from exercise of warrants                                   237,000                --
     Proceeds on loans from shareholders                                  100,000                --
     Payment of deferred registration and financing costs                      --           (25,000)
                                                                        ---------         ---------

                                                                          337,000           246,667
                                                                        ---------         ---------
</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
                                                                           2001              2000
                                                                         --------------------------
<S>                                                                      <C>              <C>
Net Decrease in Cash                                                     $ (3,248)        $ (74,446)

Cash - beginning                                                           38,892           113,338
                                                                         --------         ---------

Cash - end                                                               $ 35,644         $  38,892
                                                                         ========         =========

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

         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, 2001
================================================================================

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
     continues to market and distribute its patented "Phase-Out" system smoking
     cessation device (the "PhaseOut device") both domestically and
     internationally. International sales totaled $9,915 for 2001.

     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 acquired the rights to and 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). See Note 6.

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 ("APB") 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 or
          greater than 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 2001 and
          2000, potentially dilutive securities that related to shares issuable
          upon the exercise of stock options granted by the Company totaling
          $11,461,458 and $50,595,856 respectively 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 in both 2001 and 2000.

     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>

     k.   Estimates - The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States of
          America requires management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities and disclosure
          of contingent assets and liabilities at the 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.

     m.   Recently Issued Accounting Pronouncement -- In July 2001, the
          Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 142 Goodwill and Other Intangible Assets
          (SFAS 142). SFAS 142 addresses the financial accounting and reporting
          for acquired goodwill and other intangible assets. Under the new
          rules, the Company is no longer required to amortize goodwill and
          other intangible assets with indefinite lives, but will be subject to
          periodic testing for impairment. SFAS 142 supercedes APB Opinion No.
          17, Intangible Assets. Effective January 1, 2002, the Company will
          adopt SFAS 142 and does not expect that the adoption will have a
          material impact on its consolidated results of operations and
          financial position.

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, 2001, current liabilities exceeded
     current assets by $1,163,004. 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 and 35% by Wynn. The Company's 65% interest is subject to the
     resolution of certain contingencies. Accordingly, the Company is not
     currently consolidating this subsidiary. The Company also applied for
     additional patents to further enhance BIG1CARD(TM) technology.

     Under an 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 unaudited 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>

     As of December 31, 2001
     Patent, net of accumulated amortization of $252                     $2,748
                                                                      ---------
     Shareholders' Equity                                                $2,748
                                                                      ---------

     For the Year ended December 31, 2001
     Net Loss                                                             $(164)
                                                                      ---------

     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 must file a registration statement with the
     Securities and Exchange Commission 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:

                                                       2001              2000
                                                     -------           ---------
     Assumptions:
     Expected life of warrants                       5 years           3.9 years
     Risk free interest rate                            6.0%               6.0%
     Volatility of stock                                188%             194%
     Expected dividend yield                             --               --


                                     - F14 -
<PAGE>

     The weighted average grant date fair value of the warrants granted to
     employees and board members during 2001 and 2000 was $0 and $1,507,660,
     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:

                                                2001                    2000
                                             ------------           ------------
     Net (Loss):
        As reported                          $(898,013)             $  (696,433)
        Pro forma                            $(925,013)             $(2,308,495)

     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, 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
     Granted                                            5,500,000              0.16
     Exercised                                         (8,200,000)             0.03
Expired                                                (1,500,000)             0.06
                                                       ----------

   Balance - December 31, 2001                         74,527,284              0.05
                                                       ==========
</TABLE>


                                     - F15 -
<PAGE>

     The following table summarizes information for warrants currently
     outstanding and exercisable at December 31, 2001:

<TABLE>
<CAPTION>
                                                  Warrants Outstanding
                                     ----------------------------------------------
             Range of                                Weighted Average    Weighted Average
              Prices                   Number         Remaining Life      Exercise Price
          ---------------            ---------       ----------------    ----------------
<S>                                 <C>                 <C>                    <C>
          $   0.01 -.0.03            8,050,000          2 years                0.01
              0.03 -.0.04           16,000,000          2 years                0.03
              0.05 - 0.09           45,477,284          4 years                0.05
              0.10 - above           5,000,000          5 years                0.17
                                    ----------

          $   0.01- 0.09            74,527,284          3 years                0.05
                                    ==========
</TABLE>

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, 2001, $10,000 of
     principal and $9,900 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 Related Parties - During 2001, the Company received loans from
     Shareholders in the amount of $100,000. The loans are payable on demand
     plus accrued interest at 10% per annum. In connection with these loans, the
     shareholders were issued warrants and options to purchase 500,000 shares at
     $.05 per share. The portion of the proceeds allocable to the warrants was
     accounted for as paid-in capital. The corresponding discount was written
     off as these loans are payable on demand.

     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.


                                     - F16 -
<PAGE>

     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, 2001, the two
     individuals were owed $422,528 and $404,830 respectively in accrued
     salaries and expenses.

b.   Director's Loans - As of December 31, 2001, a group of Directors has made
     loans to the Company totaling $12,200, payable on demand without interest.

c.   Legal Fees - The Company utilizes the services of a law firm where a
     Director is a partner. Fees incurred for 2001 and 2000 were $32,193 and
     $84,642 respectively. At December 31, 2001, $116,835 remains in accounts
     payable.

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.

11 - Income Taxes

     The Company has available net operating loss carryforwards of approximately
     $7,756,000, 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 $2,637,000 and $2,051,000 at December
     31, 2001 and 2000, 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,
     2006. Rental expense was $64,483 and $60,351 for 2001 and 2000,
     respectively. The remaining future minimum lease payments required under
     this lease are as follows:

                          2002                68,418
                          2003                70,887
                          2004                73,455
                          2005                76,125
                          2006                72,108

     The Company will sublease a portion of their office from March 2002 through
     August 2002 for $3,000 per month or $18,000.


                                     - 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:

<TABLE>
<CAPTION>
<S>                                         <C>                                  <C>
Name                                        Age                                        Position(s) with the Company

Burton A. Goldstein                         66                                   Chairman of the Board of Directors
                                                                                 Secretary, Chief Executive Officer

Herbert M. Reichlin                         60                                                President, Treasurer,
                                                                                  Chief Operating Officer, Director

Richard Bruno                               56                                                             Director

Alfred Fabricant                            48                                                             Director

Thomas Kirch                                57                                                             Director

Angelo J. Vassallo                          56                                                             Director

Milton J. Walters                           57                                                             Director
</TABLE>

     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 is entitled to receive
warrants for 500,000 shares at market price each February.

     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.


                                       15
<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.


                                       16
<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                  2001            $150,000                 --            $17,204
(Chief Executive Officer)            2000            $150,000                 --             44,546
                                     1999            $150,000            500,000              7,200

Herbert M. Reichlin                  2001            $150,000                 --            $20,056
(President and Chief                 2000            $150,000                 --             52,593
Operating Officer)                   1999            $150,000            500,000             15,362
</TABLE>

Warrant Grants in Last Fiscal Year

The following table sets forth certain information concerning warrants granted
during 2001 to the named executives:

<TABLE>
<CAPTION>
                                                  Individual Grants

                                     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>


                                       17
<PAGE>

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

     The following table summarizes warrants exercised during 2001 and presents
the value of unexercised warrants held by the named executives at fiscal
year-end:

<TABLE>
<CAPTION>
                                                                       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                                     (#)            ($)           Exercisable            End ($)
--------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>                    <C>
Burton A. Goldstein                       0             0             25,938,642             $25,000

Herbert M. Reichlin                       0             0             25,938,642             $25,000
</TABLE>

     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:

<TABLE>
<CAPTION>
                                                        Shares of Common Beneficially Owned
Name and Address                                        -----------------------------------
Of Beneficial Owner                         Shares Owned           Shares Acquirable         Percent Owned
-------------------                         ------------           Within 60 Days (1)        -------------
                                                                   ------------------
<S>                                          <C>                      <C>                        <C>
Burton A. Goldstein                          15,383,333               25,938,642                 16.1%
6900 Jericho Turnpike
Syosset, New York 11791

Herbert M. Reichlin                          15,383,333               25,938,642                 16.1%
6900 Jericho Turnpike
Syosset, New York 11791

Richard Bruno                                 1,250,000                1,250,000                  1.1%
6900 Jericho Turnpike
Syosset, New York 11791
</TABLE>


                                       18

<PAGE>

<TABLE>
<S>                                          <C>                      <C>                        <C>
Alfred Fabricant                              4,981,434                1,250,000                  2.7%
6900 Jericho Turnpike
Syosset, New York 11791

Thomas Kirch                                    500,000                  625,000                  0.5%
6900 Jericho Turnpike
Syosset, New York 11791

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

Milton J. Walters                             1,750,000                2,625,000                  1.9%
                                             ----------               ----------
6900 Jericho Turnpike
Syosset, New York 11791                      40,248,100               57,627,284
                                             ----------               ----------

All Directors and Officers and Beneficial Owners                      97,875,384                 33.9%
of more than 5% of the Company's Common Stock
</TABLE>

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 Shareholders - The Company received loans from Shareholders
          in the amount of $100,000 during the year ended December 31, 2001. The
          loans are payable on demand plus accrued interest at 10% per annum. In
          connection with these loans, the shareholders were issued warrants and
          options to purchase 500,000 shares at $.05 per share. The portion of
          the proceeds allocable to the warrants was accounted for as paid-in
          capital. The corresponding discount was written off as these loans are
          payable on demand.

     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, 2001, the two individuals were owed
          $422,528 and $404,830 respectively in accrued salaries and expenses.

     c.   A group of Directors loaned the Company $6,800 and $5,400 in 2001 and
          2000 respectively, payable on demand without interest.


                                       19
<PAGE>

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.


                                       20
<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


                                       21
<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 19, 2002                           By:  /s/ Herbert M. Reichlin
                                                  ------------------------------
                                                  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 19, 2002
--------------------------------------------
Burton A. Goldstein
Chairman of the Board of Directors
Secretary, Chief Executive Officer

                                                                  March 19, 2002
--------------------------------------------
Herbert M. Reichlin
President, Treasurer, Chief
Operating Officer, Director

                                                                  March 19, 2002
--------------------------------------------
Richard Bruno
Director

                                                                  March 19, 2002
--------------------------------------------
Alfred Fabricant
Director

                                                                  March 19, 2002
--------------------------------------------
Thomas Kirch
Director

                                                                  March 19, 2002
--------------------------------------------
Angelo J. Vassallo
Director

                                                                  March 19, 2002
--------------------------------------------
Milton J. Walters
Director


                                       22
<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






                                       23