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, 2003

                                       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, 2003
-----------------------                           ----------------------------
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 - 12

Item 2 Management's Discussion and Analysis                              13 - 15

Item 3 Controls and Procedures                                                15

                           PART II - OTHER INFORMATION

Item 1 Legal Proceedings                                                      15

Item 2 Changes in Securities                                                  16

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                                       17

Signatures                                                                    17


                                       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 June 30, 2003 and the related consolidated
statements of operations for each of the three and six month periods ended June
30, 2003 and 2002 and consolidated cash flows for the six months ended June 30,
2003 and 2002 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 June 30, 2003, current liabilities exceed current assets
by $1,999,574. 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
August 8, 2003


                                       3
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2003
(Unaudited)

Assets
     Current Assets
       Cash                                                           $   13,866
       Inventory                                                             843
       Prepaid expenses                                                      383
                                                                      ----------

                                                                          15,092
                                                                      ----------

     Investment in Unconsolidated Subsidiary                               1,513

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $65,787                                             6,186

     License - at estimated fair value                                     1,000

     Patents - at cost - net of accumulated amortization
       of $2,500                                                           7,500
                                                                      ----------

                                                                          16,199
                                                                      ----------

                                                                      $   31,291
                                                                      ==========

See accompanying notes and accountants' report.


                                       4
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2003
(Unaudited)

Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $11,400                                                 $    21,400
       Accounts payable                                                 291,219
       Due to officers and directors                                  1,343,826
       Loans from shareholders - including accrued interest
         of $33,439                                                     259,929
       Accrued expenses and other current liabilities                    98,292
                                                                    -----------

                                                                      2,014,666
                                                                    -----------

          Deferred rent payable                                           6,676

       Commitments and Contingencies

     Shareholders' (Deficit)
       Convertible Preferred Stock - par value $.00003 -
         authorized 10,000,000 shares - no shares issued and
         outstanding                                                         --
       Common Stock - par value $.00003 - authorized
         390,000,000 shares - 233,038,334 shares issued and
         outstanding                                                      6,991
       Capital in excess of par                                       6,073,233
       Accumulated (deficit)                                         (8,070,275)
                                                                    -----------

                                                                     (1,990,051)
                                                                    -----------

                                                                    $    31,291
                                                                    ===========

See accompanying notes and accountants' report.


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the Six Months Ended
                                                                      June 30,
                                                         --------------------------------
                                                             2003               2002
                                                         --------------------------------
<S>                                                      <C>                <C>
Sales - net                                              $       7,862      $       4,282

Cost of Sales                                                      968                279
                                                         -------------      -------------

                                                                 6,894              4,003
                                                         -------------      -------------

Research and Development Expenses                               78,928             78,550

Selling Expenses                                                12,573             17,569

General and Administrative Expenses                            238,680            259,189
                                                         -------------      -------------

                                                               330,181            355,308
                                                         -------------      -------------

(Loss) Before Other Income (Expenses)                         (323,287)          (351,305)
                                                         -------------      -------------

Other Income (Expenses)
     Write-off of discount on debt                                  --            (34,000)
     Interest (expense)                                        (10,375)            (7,095)
     Loss on investment in unconsolidated subsidiary               (82)               (82)
                                                         -------------      -------------

                                                               (10,457)           (41,177)
                                                         -------------      -------------

Net (Loss)                                               $    (333,744)     $    (392,482)
                                                         =============      =============
Basic and Diluted Net (Loss) Per Share                   $         NIL      $         NIL
                                                         =============      =============

     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                    233,000,000        232,000,000
                                                         =============      =============
</TABLE>

See accompanying notes and accountants' report.


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                              For the Quarter Ended
                                                                     June 30,
                                                         --------------------------------
                                                              2003              2002
                                                         --------------------------------
<S>                                                      <C>                <C>
Sales - net                                              $       2,670      $       1,784

Cost of Sales                                                      242                118
                                                         -------------      -------------

                                                                 2,428              1,666
                                                         -------------      -------------

Research and Development Expenses                               38,295             36,575

Selling Expenses                                                 4,888              8,278

General and Administrative Expenses                            124,972            118,372
                                                         -------------      -------------

                                                               168,155            163,225
                                                         -------------      -------------

(Loss) Before Other Income (Expenses)                         (165,727)          (161,559)
                                                         -------------      -------------

Other Income (Expenses)
     Write-off of discount on debt                                  --                 --
     Interest (expense)                                         (5,520)            (3,950)
     Loss on investment in unconsolidated subsidiary               (41)               (41)
                                                         -------------      -------------

                                                                (5,561)            (3,991)

Net (Loss)                                               $    (171,288)     $    (165,550)
                                                         =============      =============

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

     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                    233,000,000        228,000,000
                                                         =============      =============
</TABLE>

See accompanying notes and accountants' report.


                                       7
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                              For the Six Months Ended
                                                                      June 30,
                                                              ------------------------
                                                                 2003           2002
                                                              ------------------------
<S>                                                           <C>            <C>
Cash Flows from Operating Activities
   Net (loss)                                                 $(333,744)     $(392,482)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                               2,122          3,788
       Amortization                                               2,500          3,953
       Warrants issued for compensation                          73,150         73,150
       Write-off of discount on debt                                 --         34,000
       Write-off of security deposit                                405             --
       Equity in net loss of unconsolidated subsidiary               82             82

       (Increase) decrease in:
         Inventories                                                781            278
         Prepaid expenses                                            91            573
         Deferred rent payable                                    1,331             --

       Increase (decrease) in:
         Accounts payable                                        21,052         19,024
         Accrued interest                                        10,375          7,095
         Accrued officer compensation                           167,246        171,230
         Accrued expenses and other current liabilities          20,838         (3,846)
                                                              ---------      ---------

                                                                (33,771)       (83,155)
                                                              ---------      ---------

Cash Flows from Financing Activities
         Proceeds from issuance of common stock                      --          1,333
         Proceeds of loans from shareholders                     46,490         48,000
                                                              ---------      ---------

                                                                 46,490         49,333
                                                              ---------      ---------

Net Increase (Decrease) in Cash                                  12,719        (33,882)

Cash - beginning                                                  1,147         35,644
                                                              ---------      ---------

Cash - end                                                    $  13,866      $   1,822
                                                              =========      =========
</TABLE>

See accompanying notes and accountants' report.


                                       8
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2003

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 one wholly-owned subsidiary, The
      ProductIncubator.Com, 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 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 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 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.

      On November 11, 2002 the Board of Directors decided that, until the
      Company begins to generate revenue from other sources, not to put
      additional marketing effort into both the PhaseOut and the sunglass
      projects. As such, the Company determined that the value of the PhaseOut
      patent, the deferred royalties and the License related to the sunglass
      project were impaired and were written down to their fair values based on
      the future cash flows expected from the PhaseOut device and the estimated
      fair value of the License.

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


                                       9
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2003

      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.

      On June 10, 2003, the United States Patent Office issued U.S. Patent No.
      RE 38,137 on Quest's multiple account smart card system. The new Patent
      which contains 35 separate claims replaces the Company's original U.S.
      Patent No. 5,859,419 which had 7 claims. In January 2001, the Company had
      filed a Reissue Application with the United States Patent Office to add
      these additional patent claims to the Company's patent for a multiple
      account smart card system. The new claims were allowed in their entirety.

      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 June 30, 2003,
      current liabilities exceed current assets by $1,999,574. 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)
June 30, 2003

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 six months ended June 30, 2003 are not
      necessarily indicative of the results to be expected for the year ending
      December 31, 2003. 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, 2002.

      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.    STOCK-BASED COMPENSATION

      Employees - When stock based compensation is issued to employees and
      directors in connection with their services as directors, Statement of
      Financial Accounting Standards ("SFAS") No. 123 Accounting for Stock-Based
      Compensation, as amended by SFAS No. 148 Accounting for Stock - Based
      Compensation -Transition and Disclosure, encourages, but does not require
      companies to record compensation cost for stock-based employee
      compensation plans at fair value. The Company has chosen to continue to
      account for stock-based compensation using the intrinsic value method
      prescribed in Accounting Principles Board Opinion ("APB") No. 25,
      Accounting for Stock Issued to Employees. APB No. 25 requires no
      recognition of compensation expense for the stock-based compensation
      arrangements provided by the Company where the exercise price is equal to
      or greater than the market price at the date of the grants.

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


                                       11
<PAGE>

The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
Accounting for Stock - Based Compensation, to stock - based employee
compensation:

                                                       For the six months ended
                                                               June 30,

                                                          2003           2002
                                                          ----           ----

Net loss, as reported                                  $(333,744)     $(392,482)

Deduct: total stock - based employee
        compensation expense determined
        under fair value based method for
        all awards, net of related tax effects           (51,463)      (156,126)
                                                       ---------      ---------
                                                       $(385,207)     $(548,608)
                                                       ---------      ---------

Earnings per share (basic and diluted:

        As reported                                           -0-            -0-
        Pro forma                                             -0-            -0-

4.    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
      six months ended June 30, 2003 and 2002, potentially dilutive securities
      of approximately 1,951,000 and 9,000,000 shares that related to shares
      issuable upon the exercise of warrants and options granted by the Company
      were excluded, as their effect was antidilutive.

5.    RELATED PARTY TRANSACTIONS AND ISSUANCES OF EQUITY SECURITIES

      The Company received loans from Shareholders in the amount of $46,490
      during the six months ended June 30, 2003. The loans are payable on demand
      plus accrued interest at 10% per annum.


                                       12
<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
                     Six Months Ended June 30, 2003 Compared
                        to Six Months Ended June 30, 2002

The Company incurred a net loss of $333,744 for the six months ended June 30,
2003 as compared to a loss of $392,482 for the six months ended June 30, 2002.

Sales increased by $3,580 from $4,282 in 2002 to $7,862 in 2003 as a result of a
increase in international sales. The Company`s sales continue to be primarily
generated via e-commerce.

The Company sold 485 PhaseOut units in 2003 at an average price of approximately
$16 per unit and 173 PhaseOut units in 2002 at an average price of approximately
$20 per unit. The average cost per unit sold in 2003 and 2002 remained $1.61
plus shipping and handling.

The Company's research and development expenses were approximately $79,000 in
both 2003 and 2002.

The Company's selling expenses decreased by $4,996 from $17,569 in 2002 to
$12,573 in 2003. This decrease is primarily due to a decrease in travel -related
expenses.

The Company's general and administrative expenses decreased by $20,509 from
$259,189 in 2002 to $238,680 in 2003. This decrease is attributable to a
decrease in salaries, insurance and rent, net of sublease income.

Interest expense increased by $3,280 from $7,095 in 2002 to $10,375 in 2003 due
to interest on additional loans from shareholders received during the fourth
quarter of 2002 and the first and second quarter of 2003.


                                       13
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis

                         Liquidity and Capital Resources

The Company has a working capital deficit at June 30, 2003 of $1,999,574 as
compared to a working capital deficit at December 31, 2002 of $1,745,420. During
the six months ended June 30, 2003, the Company used $33,812 in operating
activities and generated $46,490 from financing activities from loans from
officers. The Company currently has $13,866 in cash.

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

                                          June 30,            December 31,
                                           2003                   2002
                                           ----                   ----
Working capital
(deficiency)                            $(1,999,574)          $(1,745,420)
Current ratios                              0.002:1                0.02:1

In order to meet short-term marketing goals, in July 1997 certain officers and
directors agreed to acquire an aggregate of 10,000,000 shares of the Company's
common stock (representing 8% of total shares outstanding) for an aggregate
purchase price of $100,000. Through December 31, 2002, the Company received
$1,158,700 of financing under the same terms offered to the Directors and
Officers. There is no assurance that the Company will be able to obtain
additional financing.

In October 1999, the Company successfully completed development of adjustable
polarized sunglasses which allow the wearer to change the color of the sunglass
lenses to a variety of colors without changing the lenses or altering the frame.
Cash paid for further research and development expenditures related to the
sunglass project is not expected to exceed $50,000 during 2003.

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 BIG1CARD(TM) patent, U. S. Patent
No. 5,859,419. Mr. Hart's duties will be to use his best efforts to locate and
approach appropriate organizations to participate in the Company's BIG1CARD(TM)
SmartCard project. This will include introducing the Company and assisting in
completing agreements with all such organizations.

The Company believes the issuance of the enhanced patent on the Big1Card will
give it the ability to raise additional funds through revenue, debt or equity
financing, which, in turn will enable it to expand and refine its marketing
efforts to improve the efficiency of these efforts and to increase revenues for
its other products.


                                       14
<PAGE>

On June 10, 2003, the United States Patent Office issued U.S. Patent No. RE
38,137 on Quest's multiple account smart card system. The new Patent which
contains 35 separate claims replaces the Company's original U.S. Patent No.
5,859,419 which had 7 claims. In January 2001, the Company filed a Reissue
Application with the United States Patent Office to add these additional patent
claims to the Company's patent for a multiple account smart card system. The new
claims were allowed in their entirety. The Company's management believes the
Patent Office action allowing these additional 28 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 2003 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


                                       15
<PAGE>

Item 2. Changes in Securities

                     Recent Sales of Unregistered Securities

During the six months ended June 30, 2003, we made the following sales of
unregistered securities:

<TABLE>
<CAPTION>
                                              Consideration Received and                               If Option, Warrant
                                              Description of Underwriting                                or Convertible
                                                 or Other Discounts to            Exemption from       Security, Terms of
Date of       Type of       Number              Market Price Afforded to           Registration           Exercise or
 Sale         Security       Sold                      Purchasers                    Claimed               Conversion
 ----         --------       ----                      ----------                    -------               ----------
<S>           <C>           <C>            <C>                                         <C>            <C>
2/15/03       Warrant       2,250,000      Warrants issued to Directors in             4(2)           Exercisable through
                                                connection with Board                                 February 15, 2006 at
                                            services.  No cash consideration                          an exercise price of
                                               received until exercise.                               $.015 per share.

5/29/03       Warrant       3,500,000      Warrants issued to Directors in             4(2)           Exercisable through
                                                connection with Board                                 May 29, 2008 at an
                                            services.  No cash consideration                          exercise price of
                                               received until exercise.                               $.015 per share.
</TABLE>

Item 3. Defaults Upon Senior Securities

      None

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

      None

Item 5. Other Information

      None


                                       16
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

      A)    Exhibits

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

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

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

            32.2 - Certification of CFO pursuant to Section 906 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: August 12, 2003

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


                                       17