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 June 30, 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 June 30, 2001
-----------------------                            ----------------------------
Common Stock, par value                                       231,005,001
$.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)                   6-7


         Consolidated Statements of Cash Flows (unaudited)                     8


         Notes to Consolidated Financial Statements                         9-11


Item 2   Management's Discussion and Analysis                              12-13


                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                    14

Item 2   Changes in Securities                                                14

Item 3   Defaults upon Senior Securities                                      14

Item 4   Submission of Matters to a Vote of Security Holders                  14

Item 5   Other Information                                                    14

Item 6   Exhibits and Reports on form 8-K                                     14

Signatures                                                                    14

                                        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  consolidated  balance sheet of Quest Products  Corporation
and  Subsidiaries  at June 30, 2001 and the related  consolidated  statements of
operations  for each of the three and six month  periods ended June 30, 2001 and
2000 and consolidated  statement of cash flows for the six months ended June 30,
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 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 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
August 2, 2001


                                       3

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2001
(Unaudited)


Assets
  Current Assets
    Cash                                                                $152,502
    Inventory                                                             28,667
    Prepaid expenses                                                      15,335
                                                                        --------

                                                                         196,504
                                                                        --------

  Investment in Unconsolidated Subsidiary                                  1,841

  Furniture and Equipment - at cost - net of accumulated
    depreciation of $50,793                                               21,180

  Deferred Royalties                                                      10,000

  License acquisition cost - net of accumulated
    amortization of $3,848                                                25,152

  Patents - at cost - net of accumulated amortization
    of $20,495                                                            28,940

  Security Deposits                                                          405
                                                                        --------

                                                                          87,518
                                                                        --------
                                                                        $284,022
                                                                        ========


See accompanying notes and accountants' report.

                                       4


<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2001
(Unaudited)


Liabilities and Shareholders' (Deficit)
  Current Liabilities
    1992 convertible debentures - including accrued interest
      of $9,400                                                    $     19,400
    Accounts payable                                                    229,080
    Due to officers and directors                                       665,928
    Loans from shareholders - including accrued interest
      of $3,472                                                         103,472
    Accrued expenses                                                     20,023
                                                                   ------------

                                                                      1,037,903
                                                                   ------------

  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 - 231,005,001 shares issued and
      outstanding                                                         6,930
    Capital in excess of par                                          5,724,361
    Accumulated (deficit)                                            (6,485,172)
                                                                   ------------

                                                                       (753,881)
                                                                   ------------
                                                                   $    284,022
                                                                   ============


See accompanying notes and accountants' report.

                                       5

<PAGE>


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


                                                      For the Six Months Ended
                                                             June 30,
                                                  -----------------------------
                                                       2001            2000
                                                  -------------   -------------
Sales - net                                       $       4,229   $       2,483

Cost of Sales                                               349             403
                                                  -------------   -------------

                                                          3,880           2,080
                                                  -------------   -------------

Research and Development Expenses                       107,653          36,106

Selling Expenses                                         17,606           6,830

General and Administrative Expenses                     308,392         351,984
                                                  -------------   -------------

                                                        433,651         394,920
                                                  -------------   -------------

(Loss) Before Other Income (Expenses)                  (429,771)       (392,840)
                                                  -------------   -------------

Other Income (Expenses)
  Write-off of deferred registration costs              (25,000)             --
  Write-off of discount on debt                         (34,000)             --
  Interest (expense)                                     (3,972)           (966)
  Loss on investment in unconsolidated subsidiary           (82)             --
                                                  -------------   -------------

                                                        (63,054)           (966)
                                                  -------------   -------------


Net (Loss)                                        $    (492,825)  $    (393,806)
                                                  =============   =============


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

  Weighted Average Number of Shares
  Outstanding (to nearest 1,000,000)                226,000,000     194,000,000
                                                  =============   =============


See accompanying notes and accountants' report.

                                       6

<PAGE>


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


                                                       For the Quarter Ended
                                                             June 30,
                                                  -----------------------------
                                                       2001            2000
                                                  -------------   -------------
Sales - net                                       $       1,955   $       1,601

Cost of Sales                                               165             255
                                                  -------------   -------------

                                                          1,790           1,346
                                                  -------------   -------------

Research and Development Expenses                        74,083          21,106

Selling Expenses                                          7,348           2,308

General and Administrative Expenses                     155,240         190,195
                                                  -------------   -------------

                                                        236,671         213,609
                                                  -------------   -------------

(Loss) Before Other Income (Expenses)                  (234,881)       (212,263)
                                                  -------------   -------------

Other Income (Expenses)
  Write-off of deferred registration costs              (25,000)             --
  Interest (expense)                                     (2,407)           (250)
  Loss on investment in unconsolidated subsidiary           (41)             --
                                                  -------------   -------------

                                                        (27,448)           (250)
                                                  -------------   -------------



Net (Loss)                                        $    (262,329)  $    (212,513)
                                                  =============   =============


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

Weighted Average Number of Shares
  Outstanding (to nearest 1,000,000)                228,000,000     199,000,000
                                                  =============   =============


See accompanying notes and accountants' report.

                                       7

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
                                                        For the Six Months Ended
                                                                 June 30,
                                                        ------------------------
                                                            2001         2000
                                                         ---------    ---------
Cash Flows from Operating Activities
  Net (loss)                                             $(492,825)   $(393,806)
  Adjustments to reconcile net (loss) to net cash
    (used for) operating activities:
      Depreciation                                           5,296        5,054
      Amortization                                           2,665        2,636
      Warrants issued for compensation                      58,575           --
      Write-off of deferred registration costs              25,000           --
      Write-off of discount on debt                         34,000           --
      Accrued interest                                       3,972          966
      Equity in net loss of subsidiary                          82           --

      (Increase) decrease in:
        Inventories                                            349          403

      Increase (decrease) in:
        Accounts payable                                     5,512       47,365
        Accrued officer compensation                       117,484      150,000
        Accrued expenses                                    18,500       (1,434)
                                                         ---------    ---------

                                                          (221,390)    (188,816)
                                                         ---------    ---------
Cash Flows from Investing Activities
  Acquisition of equipment                                      --      (25,585)
  Refund of acquisitions of equipment                           --        1,156
                                                         ---------    ---------

                                                                --      (24,429)
                                                         ---------    ---------
Cash Flows from Financing Activities
     Proceeds from issuance of common stock                235,000      115,000
     Proceeds of loans from shareholders                   100,000           --
                                                         ---------    ---------

                                                           335,000      115,000
                                                         ---------    ---------

Net Increase (Decrease) in Cash                            113,610      (98,245)

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

Cash - end                                               $ 152,502    $  15,093
                                                         =========    =========

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


See accompanying notes and accountants' report.

                                       8

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 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., Quest's unconsolidated subsidiary, is owned
     65% by  Quest  Products  Corporation,  subject  to  resolution  of  certain
     contingencies,  and 35% by Mr.  Wynn.  Quest also  applied  for  additional
     patent claims to further enhance the BIG1CARD(TM) technology.

                                       9

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 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 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.

     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 June 30, 2001,  current  liabilities
     exceed current assets by $841,399.  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.

                                       10

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2001

     Operating  results for the three and six months ended June 30, 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 and options.  For the
     six months ended June 30, 2001 and 2000, potentially dilutive securities of
     approximately  33,000,000  and  49,000,000  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 $100,000
     during the six months ended June 30, 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.  During the six months ended June
     30, 2001, two of the  abovementioned  shareholders each exercised  warrants
     and options  resulting in the  Company's  receiving  $50,000.  In addition,
     three  other  shareholders  exercised  warrants  and  options  to  purchase
     1,000,000 shares at $.015, 5,000,000 shares at $.03 and 1,000,000 shares at
     $.02 respectively, resulting in the Company's receiving $185,000.

                                       11

<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
                     Six Months Ended June 30, 2001 Compared
                        to Six Months Ended June 30, 2000

The Company  incurred a net loss of $492,825  for the six months  ended June 30,
2001 as compared to a loss of $393,806 for the six months ended June 30, 2000.

Sales  increased  by $1,746 from $2,483 in 2000 to $4,229 in 2001 as a result of
the Company's increasing sales via e-commerce.

The Company sold 217 PhaseOut units in 2001 and 120 PhaseOut 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  Company's  research  and  development  expenses  increased  by $71,547 from
$36,106  in 2000 to  $107,653  in  2001.  The  increase  is  attributable  to an
approximate  $27,000 increase  related to the Company's  sunglass project and an
approximate $44,000 increase related to the Company's Smartcard project.

The  Company's  selling  expenses  increased  by $10,776  from $6,830 in 2000 to
$17,606  in  2001.  The  increase  was  attributable  to  expenses  incurred  in
connection with travel and entertainment.

The  Company's  general and  administrative  expenses  decreased by $43,592 from
$351,984  in 2000 to  $308,392  in 2001.  This  decrease  is  attributable  to a
decrease in professional and consulting fees and other operating expenses.

Interest expense  increased by $3,006 from $966 in 2000 to $3,972 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 June 30,  2001 of  $841,399  as
compared to a working capital  deficit at December 31, 2000 of $709,192.  During
the six months  ended June 30,  2001,  the Company  used  $221,390 in  operating
activities and generated $335,000 from financing activities from the exercise of
warrants in the amount of $235,000 and loans from  shareholders in the amount of
$100,000. The Company currently has $152,502 in cash.

                                       12

<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 $1,290,367 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 unconsolidated  subsidiary,  Wynn
Technologies, Inc., subject to the resolution of certain contingencies, 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.

                                       13

<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:  August 8, 2001

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


                                       14