SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2001

                                       OR

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


      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

Indicate by check mark whether the registrant (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
              ---------                          ---------

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the last practicable date.

     Class                                     Outstanding at March 31, 2001
Common Stock, par value                                224,005,001
$.00003 per share


<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES

                                      INDEX


                         PART 1 - FINANCIAL INFORMATION
                                                                          Page
Item 1   Consolidated Financial Statements


         Report of Independent Accountants                                  3


         Consolidated Balance Sheet (unaudited)                          4 - 5


         Consolidated Statements of Operations (unaudited)                   6


         Consolidated Statements of Cash Flows (unaudited)                   7


         Notes to Consolidated Financial Statements                     8 - 10


Item 2   Management's Discussion and Analysis                          11 - 12


                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                  13

Item 2   Changes in Securities                                              13

Item 3   Defaults upon Senior Securities                                    13

Item 4   Submission of Matters to a Vote of Security Holders                13

Item 5   Other Information                                                  13

Item 6   Exhibits and Reports on form 8-K                                   13

Signatures                                                                  13

<PAGE>



PART I  -  FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements


                        REPORT OF INDEPENDENT ACCOUNTANTS


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

We have reviewed the  consolidated  balance sheet of Quest Products  Corporation
and  Subsidiaries at March 31, 2001 and the related  consolidated  statements of
operations and consolidated  statements of cash flows for the three months ended
March 31, 2001 and 2000 as set forth in the accompanying  unaudited consolidated
financial   statements.   These  consolidated   financial   statements  are  the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists primarily of applying  analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

As  discussed  in Note 1, certain  conditions  indicate  that the Company may be
unable to continue as a going concern. The accompanying  consolidated  financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue as a going concern.




RAICH ENDE MALTER & CO. LLP
East Meadow, New York
May 4, 2001

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

March 31, 2001

(Unaudited)

<TABLE>
<CAPTION>


Assets
<S>                                                           <C>
     Current Assets
       Cash                                                   $ 60,329
       Inventory                                                28,832
       Prepaid expenses                                         15,335
                                                              --------

                                                               104,496
                                                              --------

     Investment in Unconsolidated Subsidiary                     1,882

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $48,145                                  23,828

     Deferred Royalties                                         10,000

     License acquisition cost - net of accumulated
       amortization of $3,290                                   25,710

     Patents - at cost - net of accumulated amortization
       of $19,719                                               29,716

     Deferred Registration and financing costs                  25,000

     Security Deposits                                             405
                                                              --------

                                                               116,541
                                                              --------
                                                              $221,037
                                                              ========

</TABLE>

                                       4

See accompanying notes and accountants' report.

<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

March 31, 2001

(Unaudited)

<TABLE>
<CAPTION>

Liabilities and Shareholders' (Deficit)
<S>                                                                             <C>
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $9,150                                                               $    19,150
       Accounts payable                                                              212,617
       Due to officers and directors                                                 634,559
       Loans from shareholders - including accrued interest
         of $1,315                                                                   101,315
       Accrued expenses                                                                1,523
                                                                                 -----------
                                                                                     969,164
                                                                                 -----------

     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 -
         224,005,001 shares issued and
         outstanding                                                                   6,720
       Capital in excess of par                                                    5,467,996
       Accumulated (deficit)                                                      (6,222,843)
                                                                                 -----------

                                                                                    (748,127)
                                                                                 -----------
                                                                                 $   221,037
                                                                                 ===========
</TABLE>

                                       5

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

(Unaudited)

<TABLE>
<CAPTION>


                                                        For the Three Months Ended
                                                                 March 31,
                                                     --------------------------------
                                                            2001             2000
                                                     --------------------------------

<S>                                                    <C>              <C>
Sales - net                                            $       2,274    $         882

Cost of Sales                                                    184              148
                                                       -------------    -------------

                                                               2,090              734
                                                       -------------    -------------

Research and Development Expenses                             33,570           15,000

Selling Expenses                                              10,258            4,522

General and Administrative Expenses                          153,152          161,789
                                                       -------------    -------------

                                                             196,980          181,311
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (194,890)        (180,577)
                                                       -------------    -------------

Other Income (Expenses)
     Write-off of discount on debt                           (34,000)              --
     Interest (expense)                                       (1,565)            (716)
     Loss on investment in unconsolidated subsidiary             (41)              --
                                                       -------------    -------------

                                                             (35,606)            (716)
                                                       -------------    -------------


Net (Loss)                                             $    (230,496)   $    (181,293)

                                                       =============    =============
Basic and Diluted Net (Loss) Per Share                 $         NIL    $         NIL
                                                       =============    =============

     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  224,000,000      194,000,000
                                                       =============    =============
</TABLE>

                                       6


See accompanying notes and accountants' report.

<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows

(Unaudited)
<TABLE>
<CAPTION>

                                                      For the Three Months Ended
                                                               March 31,
                                                      -------------------------
                                                           2001         2000
                                                      -------------------------
Cash Flows from Operating Activities
<S>                                                      <C>          <C>
   Net (loss)                                            $(230,496)   $(181,293)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                          2,648        2,527
       Amortization                                          1,331        1,318
       Warrants issued for compensation                     22,000           --
       Write-off of discount on debt                        34,000           --
       Accrued interest                                      1,565          716
       Equity in net loss of subsidiary                         41           --

       (Increase) decrease in:
         Inventories                                           184          148
       Increase (decrease) in:
         Accounts payable                                  (10,951)       2,552
         Accrued officer compensation                       86,115       75,000
         Accrued expenses                                       --       (1,434)
                                                         ---------    ---------

                                                           (93,563)    (100,466)
                                                         ---------    ---------

Cash Flows from Investing Activities
   Acquisition of equipment                                     --      (25,585)
                                                         ---------    ---------

Cash Flows from Financing Activities
     Proceeds from issuance of common stock                 15,000       60,000
     Proceeds of loans from shareholders                   100,000           --
                                                         ---------    ---------

                                                           115,000       60,000
                                                         ---------    ---------

Net Increase in Cash                                        21,437      (66,051)

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

Cash - end                                               $  60,329    $  47,287
                                                         =========    =========

Supplemental Disclosures
     Non-cash Investing and Financing Transactions:
         Stock issued for settlement of debt             $      --    $ 334,716
                                                         =========    =========
</TABLE>


                                       7

See accompanying notes and accountants' report.



<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2001


1.   BACKGROUND AND STATUS OF 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  consumer  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. The  Company  will  strive to begin
     worldwide distribution during 2001.

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

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

                                       8
<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2001


     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 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.  The fair value of these  warrants is being
     amortized over the life of the  consulting  agreement.  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)  project.  This  will  include
     introducing  the Company and  assisting in completing  agreements  with all
     such organizations.

     The consolidated 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 March 31, 2001,  current  liabilities exceed current
     assets by $864,668. Those factors, as well as the Company's inability, thus
     far, to establish a marketable  product,  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 include  other  products.  In addition,  the Company is  continuing  its
     efforts to obtain  long-term  financing  through the  issuance of long-term
     debt and equity securities.  The consolidated  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.


2.   UNAUDITED INTERIM STATEMENTS

     The accompanying unaudited consolidated financial statements of the Company
     have been prepared in accordance  with the  instructions to Form 10-QSB and
     do not include all of the information and footnotes  required by accounting
     principles  generally accepted in the United States of America for complete
     financial statements. In the opinion of management,  all adjustments (which
     consist  only  of  normal  recurring  adjustments)  necessary  for  a  fair
     presentation have been included.

                                       9
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2001


     Operating  results  for the  three  months  ended  March  31,  2001 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2001. These consolidated financial statements and notes should
     be read in  conjunction  with the  financial  statements  and notes thereto
     included in the  Company's  annual report on Form 10-KSB for the year ended
     December 31, 2000.


3.   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 the three months
     ended  March  31,  2001  and  2000,   potentially  dilutive  securities  of
     approximately  41,000,000  and  54,000,000  shares  that  related to shares
     issuable  upon  the  exercise  of  warrants  granted  by the  Company  were
     excluded, as their effect was antidilutive.


4.   RELATED PARTY TRANSACTIONS AND ISSUANCES OF EQUITY SECURITIES

     The  Company  received  loans from  Shareholders  in the amount of $100,000
     during the three  months  ended  March 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 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.


                                       10

<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Item 2 - Management's Discussion and Analysis


The Company intends, through its newly incorporated subsidiaries, to identify
and bring to the marketplace, unique proprietary consumer products.


                              Results of Operations
                   Three Months Ended March 31, 2001 Compared
                      to Three Months Ended March 31, 2000

The Company incurred a net loss of $230,496 for the three months ended March 31,
2001 as  compared  to a loss of $181,293  for the three  months  ended March 31,
2000.

Sales  increased  by $1,392 as a result of the  Company's  initiating  sales via
e-commerce beginning in July 1999.

The Company  sold 114 units in 2001 and 44 units in 2000 at an average  price of
approximately  $20 per unit.  The cost per unit  decreased from $3.36 in 2000 to
$1.61 in 2001 as a result of sales of units in 2001 being  purchased  at a lower
cost.

The increase in the Company's  research and  development  expenses of $18,570 is
primarily  attributable  to  an  approximate  $6,000  increase  related  to  the
Company's  sunglass  project and an approximate  $12,000 increase related to the
Company's Smartcard project.

The increase in the Company's  selling  expenses of $5,736 was  attributable  to
expenses incurred in connection with travel and entertainment.

General  and  administrative  expenses  decreased  by $8,637  from  $161,789  to
$153,152.  This  decrease  is  attributable  to a decrease in  professional  and
consulting fees and other operating expenses.

Interest  expense  increased  by $849 from $716 in 2000 to $1,565 in 2001 due to
interest on loans from shareholders received during the first quarter of 2001.

                         Liquidity and Capital Resources

The  Company  has a working  capital  deficit at March 31,  2001 of  $864,668 as
compared to a working capital  deficit at December 31, 2000 of $709,192.  During
the three  months  ended March 31,  2001,  the Company used $93,563 in operating
activities and generated  $115,000 from financing  activities  from the proceeds
from  exercise  of stock  options  in the  amount  of  $15,000  and  loans  from
shareholders  in the amount of $100,000.  The Company  currently  has $60,329 in
cash.

                                       11
<PAGE>



QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis


The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private placements. The Company has raised $1,070,367 since
July of  1997  through  such  private  placements  and  will  attempt  to  raise
additional cash in a similar manner to fund its ongoing operations.

In October 1999,  the Company  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. Management will strive to begin
worldwide  distribution  of this product in 2001.  The  Company's  plans for the
marketing of this new product in the near future will require additional funding
above and beyond the normal amount of cash  required for  recurring  operations.
There can be no  assurance  that the Company will be able to obtain the required
additional  financing.  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. The funds
obtained  by the  Company  shall  be used  for  the  production,  marketing  and
distribution of the Company's new patented sunglass product--Rainbow Shades(TM).

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

                                       12
<PAGE>



PART II - OTHER INFORMATION


Item 1.    Legal Proceedings

           None


Item 2.    Changes in Securities

           None

Item 3.    Defaults Upon Senior Securities

           None


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

           None


Item 5.    Other Information

           None


Item 6.    Exhibits and Reports on Form 8-K

           None


                                   SIGNATURES

Pursuant to the requirements 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:  May 11, 2001

                                        /s/: Herbert M. Reichlin
                                        ----------------------------------------
                                        Herbert M. Reichlin, President


                                       13