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, 2000

                                       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, 2000
      Common Stock, par value                          200,271,318
      $.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                              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                                                 15

Item 6   Exhibits and Reports                                              15


Signatures                                                                 15


                                       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, 2000 and the related  consolidated  statements of
operations  for  each  of  the  three  and  six-month  periods  then  ended  and
consolidated  statement of cash flows for the six months then ended as set forth
in  the  accompanying  unaudited   consolidated   financial  statements.   These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists primarily of applying  analytical  procedures to financial
data and making  inquires of persons  responsible  for financial and  accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  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 generally accepted accounting principles.

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  to  the  consolidated  financial
statements 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 4, 2000


                                       3
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2000
(Unaudited)


Assets
Current Assets
  Cash                                                                  $ 15,093
  Inventory                                                                6,898
  Prepaid expenses                                                         6,234
                                                                        --------

                                                                          28,225
                                                                        --------

Investment and Advances - PhaseOut Partners                               85,874

Furniture and Equipment - at cost - net of accumulated
  depreciation of $40,567                                                 32,277

Deferred Royalties                                                        10,000

License acquisition cost - net of accumulated
  amortization of $1,616                                                  27,384

Patents - at cost - net of accumulated amortization
  $17,376                                                                 32,059

Security Deposits                                                          3,861
                                                                        --------

                                                                         191,455
                                                                        --------

                                                                        $219,680
                                                                        ========

See accompanying notes and accountants' report.


                                       4
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
June 30, 2000
(Unaudited)

<TABLE>
<S>                                                                                  <C>
Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $8,400                                                                   $    18,400
       Accounts payable                                                                  532,654
       Accrued officer and director's compensation                                       578,142
       Accrued expenses                                                                   67,486
                                                                                     -----------

                                                                                       1,196,682
                                                                                     -----------
     Other Liabilities
       Due to former officers and directors                                              100,445
                                                                                     -----------

     Commitments and Contingencies

     Shareholders' (Deficit)
       Series A  Convertible Preferred Stock - par value $.001 - authorized
         600,000 shares - no shares issued and outstanding
       Series B Convertible Preferred Stock - par value $.001 - authorized
         5,000,000 shares - no shares issued and outstanding
       Common Stock - par value $.00003 - authorized 200,000,000 shares -
         200,271,318 shares issued and outstanding                                         6,008
       Capital in excess of par                                                        4,606,265
       Accumulated (deficit)                                                          (5,689,720)
                                                                                     -----------

                                                                                      (1,077,447)
                                                                                     -----------

                                                                                     $   219,680
                                                                                     ===========
</TABLE>

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,
                                                                         ---------------------------------------
                                                                               2000                     1999
                                                                         ---------------------------------------
<S>                                                                      <C>                       <C>
Sales - net                                                              $       2,483             $         170

Cost of Sales                                                                      403                        20
                                                                         -------------             -------------

                                                                                 2,080                       150
                                                                         -------------             -------------

Selling Expenses                                                                42,936                    12,530

General and Administrative Expenses                                            351,984                   222,561
                                                                         -------------             -------------

                                                                               394,920                   235,091
                                                                         -------------             -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                                  (392,840)                 (234,941)
                                                                         -------------             -------------

Other Income (Expenses)
     Interest (expense)                                                           (966)                  (10,824)
                                                                         -------------             -------------


(Loss) Before Equity in Net Income of PhaseOut Partners                       (393,806)                 (245,765)

Equity in Net income of PhaseOut Partners                                           --                    12,310
                                                                         -------------             -------------


Net (Loss)                                                               $    (393,806)            $    (233,455)
                                                                         =============             =============


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

Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                                    194,000,000               162,000,000
                                                                         =============             =============
</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,
                                                                    --------------------------------
                                                                          2000              1999
                                                                    --------------------------------
<S>                                                                 <C>                <C>
Sales - net                                                         $       1,601      $          50

Cost of Sales                                                                 255                  7
                                                                    -------------      -------------

                                                                            1,346                 43
                                                                    -------------      -------------

Selling Expenses                                                           23,414              4,452

General and Administrative Expenses                                       190,195            122,052
                                                                    -------------      -------------

                                                                          213,609            126,504
                                                                    -------------      -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                             (212,263)          (126,461)
                                                                    -------------      -------------

Other Income (Expenses)
     Interest (expense)                                                      (250)            (5,412)
                                                                    -------------      -------------


(Loss) Before Equity in Net Income of PhaseOut Partners                  (212,513)          (131,873)

Equity in Net income of PhaseOut Partners                                      --              2,862
                                                                    -------------      -------------


Net (Loss)                                                          $    (212,513)     $    (129,011)
                                                                    =============      =============

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

Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                               199,000,000        163,000,000
                                                                    =============      =============
</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,
                                                                  --------------------------
                                                                     2000            1999
                                                                  --------------------------
<S>                                                               <C>              <C>
Cash Flows from Operating Activities
   Net (loss)                                                     $(393,806)       $(233,455)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                                   5,054            4,314
       Amortization                                                   2,636            1,520
       Accrued interest                                                 966           10,824
       Equity in net income of PhaseOut Partners                         --          (12,310)
       (Increase) decrease in:
         Inventories                                                    403               21
       Increase (decrease) in:
         Accounts payable                                            47,365              736
         Accrued officer compensation                               150,000          150,000
         Accrued expenses                                            (1,434)           8,182
                                                                  ---------        ---------

                                                                   (188,816)         (70,168)
                                                                  ---------        ---------
   Cash Flows from Investing Activities
   Acquisition of equipment                                         (25,585)              --
   Refund of acquisitions of equipment                                1,156               --
   Investment and advances - PhaseOut Partners                           --           25,000
                                                                  ---------        ---------

                                                                    (24,429)          25,000
                                                                  ---------        ---------
Cash Flows from Financing Activities
     Proceeds from issuance of common stock                         115,000          135,000
     Proceeds from issuance of stock options                             --           50,000
                                                                  ---------        ---------

                                                                    115,000          185,000
                                                                  ---------        ---------

Net Decrease in Cash                                                (98,245)         (11,242)

Cash - beginning                                                    113,338           12,600
                                                                  ---------        ---------

Cash - end                                                        $  15,093        $   1,358
                                                                  =========        =========

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

See accompanying notes and accountants' report.


                                       8
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2000


1.   BACKGROUND AND STATUS OF THE COMPANY

     Quest Products  Corporation and Subsidiaries  (the "Company") was organized
     as a Delaware  Corporation  on July 17, 1987 and operated as a  development
     stage company through 1993. The Company has incorporated two  subsidiaries,
     The  ProductIncubator.Com,  Inc. and Rainbow Shades,  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
     "product").

     In 1998, the Company began distribution of the product into domestic retail
     chain  drug  stores  through  PhaseOut  Partners,  an  oral  joint  venture
     arrangement with SAS Group Inc.  ("SAS").  During 1999, the Company reduced
     its  investment  to  $85,874  based on  information  provided  by SAS which
     included  purported  price  concessions  given to certain retail chain drug
     stores, estimates of future returns, projected future price concessions and
     charges  for  certain  other  costs.   The  Company  disputes  these  price
     concessions  and charges,  which it believes were not originally  agreed to
     nor actually incurred in connection with the PhaseOut program.

     In January  2000,  the  Company  informed  SAS that the Joint  Venture  was
     terminated.  In March 2000 the Company  had  instituted  legal  proceedings
     against SAS to recover all monies for which it is entitled  under the joint
     venture agreement,  which the Company believed to be in excess of $750,000.
     In connection with the abovementioned  lawsuit, a mediation  settlement was
     reached in  principle  on July 19,  2000  wherein the Company is to receive
     $150,000 and approximately  25,000 PhaseOut units.  Since the agreement has
     not yet been executed, the effect of this settlement has not been reflected
     in the financial statements.

     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 to be used in products  such as
     sunglasses,  ski goggles or diving  masks.  The  Company  intends to market
     these products through its Rainbow Shades subsidiary.

     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, 2000,  current  liabilities  exceed current
     assets by $1,168,457.  Those factors,  as well as the Company's  inability,
     thus far, to  establish  a market for the  product,  create an  uncertainty
     about the Company's ability to continue as a going concern.


                                       9
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2000


     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-Q SB and
     do not include all of the information  and footnotes  required by generally
     accepted accounting  principles 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 six months ended June 30, 2000 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2000. 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 Forms 10-K SB for the year ended
     December 31, 1999.

3.   COMMON STOCK

     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
     and the current quarter,  potentially  dilutive securities of approximately
     49,000,000 and 47,000,000  shares that related to shares  issuable upon the
     exercise of warrants granted by the Company were excluded,  as their effect
     was antidilutive.

     At June 30, 2000,  issued shares exceed the number of authorized  shares by
     approximately  271,000 and the amount of shares issuable on exercise of all
     convertible  securities  would  exceed the number of  authorized  shares by
     approximately 69,000,000.


                                       10
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2000


4.   COMMITMENTS AND CONTINGENCIES

     Regulatory  Matters  - On June 1,  1993,  the Food and Drug  Administration
     ("FDA") sent a warning letter to the Company. The letter stated that due to
     the Company's marketing and promotional  materials used at the time for the
     product,  the FDA believed  the product was being sold as a medical  device
     and should be subject to regulation  as a medical  device under the Federal
     Food,  Drug and  Cosmetic  Act ("FDC  Act"),  and that the  product  was in
     violation of certain provisions of that act.

     The Company  believes  that the product is not a medical  device within the
     meaning of the FDC Act and has advised the FDA of its position. However, in
     an act of  cooperation  with  the  FDA,  the  Company  volunteered  to make
     revisions  in its  promotional  material in order to make it clearer to the
     public that the product is not intended to be used as a medical device.

     Since these  revisions  have been made,  the Company has not  received  any
     communications from the FDA about this matter. The Company feels that, even
     if the FDA  prohibited  the Company from  marketing the product,  since the
     Company's dependence on the product has been substantially reduced based on
     its present and future  plans,  any  prohibition  would not have a material
     adverse effect on the Company.

5.   RELATED PARTY TRANSACTIONS AND ISSUANCES OF EQUITY SECURITIES

     During  the six months  ended June 30,  2000 the  Company  raised  $115,000
     through  the  issuance of  4,333,333  shares.  In  addition,  two  officers
     converted  $200,000  owed to them into  10,000,000  shares  and a  director
     converted $31,730 owed to him into 1,600,000 shares.


                                       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, 2000 Compared
                        to Six Months Ended June 30, 1999


The Company  incurred a net loss of $393,806  for the six months  ended June 30,
2000 as compared to the loss of $233,455 for the six months ended June 30, 1999.

During 1998, the Company began  distribution of the PhaseOut product into retail
chain  stores,  totaling  approximately  12,000  stores,  through  an oral joint
venture with SAS Group,  Inc.  ("SAS"),  for which it was entitled to 50% of the
income.  SAS handled all the marketing and  operational  activities of the joint
venture.  The investment in the joint venture was accounted for under the equity
method whereby the  investment  account was increased for  contributions  by the
Company  plus its share of the  income  of the joint  venture  and  reduced  for
distributions  and its share of any losses  incurred by the joint  venture.  The
Company's  results of  operations  included its 50% share of the income from the
joint venture as a separate line item. As such, sales, cost of sales and selling
expenses of the joint  venture  were  reported in this  separate  "equity in net
income of the joint venture" line item. In January 2000, the Company  terminated
the joint venture  arrangement  with SAS Group Inc. and, on March 30, 2000,  the
Company initiated a lawsuit in the United States District Court for the Southern
District  of New York  against SAS Group,  Inc.,  Michael  Sobo,  Scott Sobo and
Century   Factors.   The  lawsuit   asserts  claims  for  patent  and  trademark
infringement,  unfair competition, breach of the joint venture agreement, fraud,
conversion and breach of fiduciary duty, and seeks injunctive  relief,  monetary
damages in excess of $750,000 and punitive damages of at least $7,500,000.  As a
result,  there were no sales,  cost of sales and  selling  expenses of the joint
venture  reported in the  financial  statements  for the period  January 1, 2000
through June 30, 2000.  In connection  with the SAS lawsuit,  on July 19, 2000 a
mediation  settlement was reached in principle wherein the Company is to receive
$150,000,  and  approximately  25,000  PhaseOut  units.  The  execution  of this
agreement should take place before the end of August,  2000. Since the agreement
has not yet been executed,  the effect of this settlement has not been reflected
in the financial statements.

Sales  increased  by $2,313 as a result of the  Company's  initiating  sales via
e-commerce  beginning in July 1999. In addition to selling its PhaseOut  product
through its website,  the Company  also  intends to market its PhaseOut  product
directly to retail stores now that the joint venture has been terminated.


                                       12
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis


Cost  of  sales  increased  by  $383  because  of the  change  in the  Company's
operations as described above.

The increase in the Company's  selling  expenses of $30,406 was  attributable to
expenses incurred in connection with the sunglass program.

General and  administrative  expenses  increased by approximately  $129,000 from
$223,000  to  $352,000.   This  increase  is  attributable  to  an  increase  in
professional and consulting fees and other operating expenses.

Interest  expense  decreased  by  approximately  $10,000 from $11,000 in 1999 to
$1,000 in 2000 due to settlement  of a  shareholder  loan in November 1999 and a
former director's loan in February 2000.

The Company maintains a $1,000,000 liability insurance policy.


                         Liquidity and Capital Resources

The Company has a working  capital  deficit at June 30,  2000 of  $1,168,457  as
compared to a working capital deficit at December 31, 1999 of $1,105,108. During
the six months  ended June 30,  2000,  the Company  used  $188,816 in  operating
activities  and  $24,429 in  investing  activities  to  purchase  equipment  and
generated $115,000 from financing activities from the sale of equity securities.
The Company currently has $15,093 in cash.

The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private  placements.  The Company has raised $913,700 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  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.


                                       13
<PAGE>

PART II - OTHER INFORMATION


Item 1. Legal Proceedings

     In December 1999, a former officer and director, Bernard Gutman, brought an
action against the Company in New York State Supreme Court,  Nassau County,  for
alleged  consulting  fees and loan repayments due him in the amount of $100,445.
The Company has counterclaimed for fraud and breach of contract.  The action has
been settled as of March 6, 2000,  although the final settlement  documents have
not yet been executed.  The parties have agreed to issue to the former  director
400,000 shares of common stock that, on the date of settlement, was valued at 17
cents per share based upon its closing price on that date.

     On March 30,  2000,  the Company  initiated a lawsuit in the United  States
District  Court for the  Southern  District of New York  against SAS Group Inc.,
Michael  Sobo,  Scott Sobo and  Century  Factors.  SAS Group  Inc.  has been the
Company's joint venture  partner since 1998 in connection with the  distribution
of the Company's  patented  PhaseOut product to drug stores and other retailers.
The  lawsuit  asserts  claims  for  patent and  trademark  infringement,  unfair
competition, breach of the joint venture agreement, fraud, conversion and breach
of fiduciary duty, and seeks  injunctive  relief,  monetary damages in excess of
$750,000 and punitive damages of at least $7,500,000

     In connection with the SAS lawsuit, on July 19, 2000 a mediation settlement
was  reached in  principle  wherein  the  Company is to  receive  $150,000,  and
approximately 25,000 PhaseOut units. The execution of this agreement should take
place  before  the end of August,  2000.  Since the  agreement  has not yet been
executed,  the effect of this settlement has not been reflected in the financial
statements.


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


                                       14
<PAGE>

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 4, 2000

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


                                       15