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 September 30, 2002

                                       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 September 30, 2002
-----------------------                        ---------------------------------
Common Stock, par value                                   233,038,334
$.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 - 7

         Consolidated Statements of Cash Flows (unaudited)                    8

         Notes to Consolidated Financial Statements                      9 - 11

Item 2   Management's Discussion and Analysis                           12 - 14

Item 3   Controls and Procedures                                             14

                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                   14

Item 2   Changes in Securities                                               15

Item 3   Defaults upon Senior Securities                                     16

Item 4   Submission of Matters to a Vote of Security Holders                 16

Item 5   Other Information                                                   16

Item 6   Exhibits and Reports on Form 8-K                                    16

Signatures                                                                   16


                                       2
<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 accompanying consolidated balance sheet of Quest Products
Corporation and Subsidiaries as of September 30, 2002 and the related
consolidated statements of operations for each of the three and nine month
periods ended September 30, 2002 and 2001 and consolidated statement of cash
flows for the nine months ended September 30, 2002 and 2001 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 reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally 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 in the accompanying consolidated financial statements for them to be 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 1 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 September 30, 2002, current liabilities exceed current
assets by $1,553,701. 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
November 11, 2002


                                       3
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 2002
(Unaudited)

Assets
     Current Assets
       Cash                                                              $ 1,090
       Inventory                                                          25,353
       Prepaid expenses                                                      474
                                                                         -------

                                                                          26,917
                                                                         -------

     Investment in Unconsolidated Subsidiary                               1,636

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $61,771                                            10,202

     Deferred Royalties                                                   10,000

     License acquisition cost - net of accumulated
       amortization of $7,247                                             26,753

     Patents - at cost - net of accumulated amortization
       of $25,923                                                         23,512

     Security Deposits                                                       405
                                                                         -------

                                                                          72,508
                                                                         -------
                                                                         $99,425
                                                                         =======


                                       4

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 2002
(Unaudited)

Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $10,650                                                 $    20,650
       Accounts payable                                                 245,888
       Due to officers and directors                                  1,093,030
       Loans from shareholders - including accrued interest
         of $19,123                                                     192,123
       Accrued expenses and other current liabilities                    28,927
                                                                    -----------

                                                                      1,580,618
                                                                    -----------

     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 - 233,038,334 shares issued and
         outstanding                                                      6,991
       Capital in excess of par                                       5,963,508
       Accumulated (deficit)                                         (7,451,692)
                                                                    -----------

                                                                     (1,481,193)
                                                                    -----------
                                                                    $    99,425
                                                                    ===========


                                       5

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                          For the Nine Months Ended
                                                               September 30,
                                                       ------------------------------
                                                           2002              2001
                                                       -------------    -------------
<S>                                                    <C>              <C>
Sales - net                                            $       5,087    $      16,559

Cost of Sales                                                    417            3,030
                                                       -------------    -------------

                                                               4,670           13,529
                                                       -------------    -------------

Research and Development Expenses                            115,130          151,460

Selling Expenses                                              23,730           28,958

General and Administrative Expenses                          381,618          460,955
                                                       -------------    -------------

                                                             520,478          641,373
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (515,808)        (627,844)
                                                       -------------    -------------

Other Income (Expenses)
     Write-off of discount on debt                           (34,000)         (34,000)
     Interest (expense)                                      (11,401)          (6,722)
     Write-off of deferred registration costs                     --          (25,000)
     Loss on investment in unconsolidated subsidiary            (123)            (123)
                                                       -------------    -------------

                                                             (45,524)         (65,845)
                                                       -------------    -------------

Net (Loss)                                             $    (561,332)   $    (693,689)

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

     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  232,000,000      227,000,000
                                                       =============    =============
</TABLE>


                                       6

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                            For the Quarter Ended
                                                               September 30,
                                                       ------------------------------
                                                           2002              2001
                                                       -------------    -------------
<S>                                                    <C>              <C>
Sales - net                                            $       1,636    $      12,329

Cost of Sales                                                    138            5,110
                                                       -------------    -------------

                                                               1,498            7,219
                                                       -------------    -------------

Research and Development Expenses                             36,580           43,807

Selling Expenses                                               6,991            8,922

General and Administrative Expenses                          122,430          152,563
                                                       -------------    -------------

                                                             166,001          205,292
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (164,503)        (198,073)
                                                       -------------    -------------

Other Income (Expenses)
      Interest (expense)                                      (4,306)          (2,750)
     Loss on investment in unconsolidated subsidiary             (41)             (41)
                                                       -------------    -------------

                                                              (4,347)          (2,791)
                                                       -------------    -------------

Net (Loss)                                             $    (168,850)   $    (200,864)
                                                       =============    =============

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

Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  233,000,000      231,000,000
                                                       =============    =============
</TABLE>


                                       7

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
                                                       For the Nine Months Ended
                                                             September 30,
                                                       ------------------------
                                                          2002          2001
                                                       ----------    ----------
Cash Flows from Operating Activities
   Net (loss)                                           $(561,332)   $(693,689)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                         5,682        7,944
       Amortization                                         5,772        3,999
       Warrants issued for compensation                   109,725       95,150
       Common stock issued for compensation                14,000           --
       Write-off of deferred registration costs                --       25,000
       Write-off of discount on debt                       34,000       34,000
       Accrued interest                                    11,401        6,722
       Equity in net loss of unconsolidated subsidiary        123          123

       (Increase) decrease in:
         Inventories                                          417        3,030
         Prepaid expenses                                   2,792        4,868

       Increase (decrease) in:
         Accounts payable                                  12,657        6,562
         Accrued officer compensation                     253,472      202,049
         Accrued expenses and other current liabilities     2,404       24,750
                                                        ---------    ---------
                                                         (108,887)    (279,492)


Cash Flows from Financing Activities
     Proceeds from issuance of common stock                 1,333      237,000
     Proceeds of loans from shareholders                   73,000      100,000
                                                        ---------    ---------

                                                           74,333      337,000
                                                        ---------    ---------

Net Increase (Decrease) in Cash                           (34,554)      57,508

Cash - beginning                                           35,644       38,892
                                                        ---------    ---------

Cash - end                                              $   1,090    $  96,400
                                                        =========    =========


                                       8

See accompanying notes and accountants' report.
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2002

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 continues to market and distribute its patented "Phase-Out"
      system smoking cessation device (the "PhaseOut device") both domestically
      and internationally.

      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 March 2001, the Company amended this License
      Agreement to extend its terms. As compensation, the Company agreed to
      allow the holders of the patent to exercise their warrants at no cost. The
      value of this amendment, added to the License Acquisition Cost, was the
      excess of the fair value of the stock issued over the fair value (using
      the Black-Scholes option pricing method) of the warrants cancelled. 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.

      In connection with the November 2, 2000 investment agreement with Domain
      Investments, Inc., the Company decided, on July 31, 2002, not to file an
      SB2 registration which, accordingly, terminated this agreement.

      On July 31, 2002, the Company entered into a six-month consulting
      agreement with Tribe Communications, Inc., an investment banking firm
      specializing in webcasting, exposure, corporate consulting and finance.
      Tribe will provide guidance and assistance in raising awareness, educating
      potential investors, retail support and capital formation. The Company
      issued 700,000 shares to Tribe upon the execution of this agreement.
      Additional compensation is dependent upon Tribe's assistance in raising
      capital for the Company. Such compensation could aggregate $125,000 in
      stock or cash, plus 5% of the total investment received by the Company.

      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.


                                       9
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2002

      As part of the BIG1CARD(TM), a new corporation was formed by the Company,
      named Wynn Technologies Inc. ("Wynn Tech"), which acquired all right,
      title and interest to the Wynn patent. Therefore, Wynn Technologies Inc.
      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. 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.

      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 are 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 September 30,
      2002, current liabilities exceed current assets by $1,553,701. 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.


                                       10
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2002

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.

      Operating results for the three and nine months ended September 30, 2002
      are not necessarily indicative of the results to be expected for the year
      ending December 31, 2002. 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, 2001.

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

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 and
      options.

      For the nine months ended September 30, 2002 and 2001, potentially
      dilutive securities of approximately 7,000,000 and 25,000,000 shares that
      related to shares issuable upon the exercise of warrants and options
      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 $73,000
      during the nine months ended September 30, 2002. 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 2,000,000 shares
      at $.02 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.


                                       11
<PAGE>

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

The Private Securities Litigation Reform Act of 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 intends, through its newly incorporated subsidiaries, to identify
and bring to the marketplace, unique proprietary consumer products.

                              Results of Operations
                  Nine Months Ended September 30, 2002 Compared
                     to Nine Months Ended September 30, 2001

The Company incurred a net loss of $561,332 for the nine months ended September
30, 2002 as compared to a loss of $693,689 for the nine months ended September
30, 2001.

Sales decreased by $11,472 from $16,559 in 2001 to $5,087 in 2002 as a result of
a decrease in international sales. The Company`s sales continue to be primarily
generated via e-commerce.

The Company sold 259 PhaseOut units in 2002 at an average price of approximately
$20 per unit and 1,882 PhaseOut units in 2001 at an average price of
approximately $9 per unit. The cost per unit sold was $1.61 in 2002 and 2001,
respectively.

The Company's research and development expenses decreased by $36,330 from
$151,460 in 2001 to $115,130 in 2002. The decrease is attributable to an
approximate $23,000 decrease related to the Company's sunglass project and an
approximate $13,000 decrease related to the Company's Smartcard project.

The Company's selling expenses decreased by $5,228 from $28,958 in 2001 to
$23,730 in 2002. The decrease was primarily in travel and entertainment
expenses.

The Company's general and administrative expenses decreased by $79,337 from
$460,955 in 2001 to $381,618 in 2002. This decrease is attributable to a
decrease in salaries, consulting fees and rent, net of sublease income.

Interest expense increased by $4,679 from $6,722 in 2001 to $11,401 in 2002 due
to interest on additional loans from shareholders received during the first and
third quarters of 2002.


                                       12
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis

                         Liquidity and Capital Resources

The Company has a working capital deficit at September 30, 2002 of $1,553,701 as
compared to a working capital deficit at December 31, 2001 of $1,163,004. During
the nine months ended September 30, 2002, the Company used $108,887 in operating
activities and generated $74,333 from financing activities from loans from
shareholders in the amount of $73,000 and the exercise of warrants in the amount
of $1,333. The Company currently has $1,090 in cash.

The Company has historically funded its cash flow needs through the sale of
equity securities in private placements. The Company has raised $1,364,700 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 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 are 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>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis

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 3. CONTROLS AND PROCEDURES

The Company, under the supervision of the chief executive and chief financial
officers, has conducted an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures within 90 days of
the filing date of this quarterly report. Based upon the results of this
evaluation, the chief executive and chief financial officers believe that the
Company maintains proper procedures for gathering, analyzing and disclosing all
information in a timely fashion that is required to be disclosed in its Exchange
Act reports. There have been no significant changes in the Company's controls
subsequent to the evaluation date.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        None


                                       14
<PAGE>

Item 2. Changes in Securities

                     Recent Sales of Unregistered Securities

During the Nine Months ended September 30, 2002, 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>

    3/14/02          2          3,500,000     Warrants  issued to  Directors  in           4(2)           Exercisable    through
                                              connection  with  Board  services.                          February  28,  2005 at
                                              No  cash  consideration   received                          an  exercise  price of
                                              until exercise.                                             $.143 per share.

    3/14/02          2          3,500,000     Warrants  issued to  Directors  in           4(2)           Exercisable    through
                                              connection  with  Board  services.                          February  15,  2006 at
                                              No  cash  consideration   received                          an  exercise  price of
                                              until exercise.                                             $.09 per share.

    3/14/02          2          3,500,000     Warrants  issued to  Directors  in           4(2)           Exercisable    through
                                              connection  with  Board  services.                          February  15,  2007 at
                                              No  cash  consideration   received                          an  exercise  price of
                                              until exercise.                                             $.03 per share.

    3/15/02          2          2,000,000     Warrants   issued  in   connection           4(2)           Exercisable    through
                                              with  private  placement.  No cash                          March  15,  2005 at an
                                              consideration    received    until                          exercise    price   of
                                              exercise.                                                   $.02 per share.

    4/2/02           1            133,333     Common  stock  issued  pursuant to           4(2)           Not Applicable.
                                              warrants   issued   February   15,
                                              1999.   The   common   stock   was
                                              issued  at  $0.01  per  share.  We
                                              received proceeds of $1,333.

   8/12/02          1             700,000     Common  stock  issued  pursuant to           4(2)           Not Applicable.
                                              July    31,    2002     Consulting
                                              Agreement.  The  common  stock was
                                              issued  at  $0.02  per  share.  We
                                              received    consulting    services
                                              valued at $14,000.
</TABLE>

      (1)   Common Stock

      (2)   Warrants


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<PAGE>

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

        A) Exhibits

           99.1 - Certification of CEO pursuant to Section 906 of
                  Sarbanes-Oxley Act of 2002

           99.2 - Certification of CFO pursuant to Section 906 of
                  Sarbanes-Oxley Act of 2002

           99.3 - Certification of CEO pursuant to Section 302 of
                  Sarbanes-Oxley Act of 2002

           99.4 - Certification of CFO pursuant to Section 302 of
                  Sarbanes-Oxley Act of 2002

                                   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: November 11, 2002

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


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