SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the Quarterly Period ended March 31, 2002

                                       OR

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


               Commission File Number: 33-18099-NY and 33-23169-NY

                           QUEST PRODUCTS CORPORATION
        (Exact Name of small business issuer as specified in its charter)

         DELAWARE                                              11-2873662
State or other jurisdiction of                          (IRS Employer I.D. No.)
Incorporation or organization)

                 6900 Jericho Turnpike, Syosset, New York 11791
                    (Address of principal executive offices)

Issuer's telephone number, including area code:                   (516) 364-3500
Securities registered pursuant to Section 12(b) of the Act:                 None
Securities registered pursuant to Section 12(g) of the Act:                 None

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934, during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                      YES  [X]                     NO [_]

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

       Class                                      Outstanding at March 31, 2002
Common Stock, par value                                    231,205,001
$.00003 per share


<PAGE>


                   QUEST PRODUCTS CORPORATION AND SUBSIDIARIES

                                      INDEX

                         PART 1 - FINANCIAL INFORMATION

                                                                            Page

Item 1  Consolidated Financial Statements

        Report of Independent Accountants                                      3

        Consolidated Balance Sheet (unaudited)                             4 - 5

        Consolidated Statements of Operations (unaudited)                      6

        Consolidated Statements of Cash Flows (unaudited)                      7

        Notes to Consolidated Financial Statements                        8 - 10

Item 2  Management's Discussion and Analysis                             11 - 13


                           PART II - OTHER INFORMATION

Item 1  Legal Proceedings                                                     13

Item 2  Changes in Securities                                                 14

Item 3  Defaults upon Senior Securities                                       15

Item 4  Submission of Matters to a Vote of Security Holders                   15

Item 5  Other Information                                                     15

Item 6  Exhibits and Reports on form 8-K                                      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 accompanying  consolidated  balance sheet of Quest Products
Corporation and  Subsidiaries as of March 31, 2002 and the related  consolidated
statements  of  operations  and cash flows for the three  months ended March 31,
2002 and 2001 as set forth in the accompanying  unaudited consolidated financial
statements.  These consolidated  financial  statements are the responsibility of
the Company's management.

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

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

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  the Company has had recurring net operating losses since
its  inception,  has relied upon debt and equity  financing to provide funds for
operations and, as of March 31, 2002, current  liabilities exceed current assets
by $1,315,705.  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
April 26, 2002


                                       3
<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

March 31, 2002

(Unaudited)

Assets

     Current Assets
       Cash                                                             $ 17,959
       Inventory                                                          25,609
       Prepaid expenses                                                    5,290
                                                                        --------

                                                                          48,858
                                                                        --------

     Investment in Unconsolidated Subsidiary                               1,718

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $57,983                                            13,990

     Deferred Royalties                                                   10,000

     License acquisition cost - net of accumulated
       amortization of $5,522                                             23,478

     Patents - at cost - net of accumulated amortization
       of $23,597                                                         25,838

     Security Deposits                                                       405
                                                                        --------

                                                                          75,429
                                                                        --------

                                                                        $124,287
                                                                        ========


                                        4

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

March 31, 2002

(Unaudited)

Liabilities and Shareholders' (Deficit)
     Current Liabilities
        1992 convertible debentures - including accrued interest
          of $10,150                                               $     20,150
        Accounts payable                                                240,947
        Due to officers and directors                                   927,673
        Loans from shareholders - including accrued interest
          of $11,367                                                    159,367
        Accrued expenses and other current liabilities                   16,426
                                                                   ------------

                                                                      1,364,563
                                                                   ------------

     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 - 231,205,001 shares issued and
          outstanding                                                     6,936
        Capital in excess of par                                      5,870,080
        Accumulated (deficit)                                        (7,117,292)
                                                                   ------------

                                                                     (1,240,276)
                                                                   ------------

                                                                   $    124,287
                                                                   ============

                                       5

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations

(Unaudited)

<TABLE>
<CAPTION>
                                                         For the Three Months Ended
                                                                  March 31,
                                                       ------------------------------

                                                                2002             2001
                                                       -------------    -------------

<S>                                                    <C>              <C>
Sales - net                                            $       1,995    $       2,274

Cost of Sales                                                    161              184
                                                       -------------    -------------

                                                               1,834            2,090
                                                       -------------    -------------

Research and Development Expenses                             41,975           33,570

Selling Expenses                                               8,788           11,878

General and Administrative Expenses                          140,817          151,532
                                                       -------------    -------------

                                                             191,580          196,980
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (189,746)        (194,890)
                                                       -------------    -------------

Other Income (Expenses)
     Write-off of discount on debt                           (34,000)         (34,000)
     Interest (expense)                                       (3,145)          (1,565)
     Loss on investment in unconsolidated subsidiary             (41)             (41)
                                                       -------------    -------------

                                                             (37,186)         (35,606)
                                                       -------------    -------------

Net (Loss)                                             $    (226,932)   $    (230,496)
                                                       =============    =============

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

     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  231,000,000      224,000,000
                                                       =============    =============
</TABLE>

                                       6

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows

(Unaudited)

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

                                                             2002        2001
                                                         ----------   ---------

Cash Flows from Operating Activities
   Net (loss)                                            $(226,932)   $(230,496)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                          1,894        2,648
       Amortization                                          1,721        1,331
       Warrants issued for compensation                     36,575       22,000
       Write-off of discount on debt                        34,000       34,000
       Accrued interest                                      3,145        1,565
       Equity in net loss of unconsolidated subsidiary          41           41

       (Increase) decrease in:
         Inventories                                           161          184
         Prepaid expenses                                   (2,024)          --

       Increase (decrease) in:
         Accounts payable                                    7,716      (10,951)
         Accrued officer compensation                       88,115       86,115
         Accrued expenses and other current liabilities    (10,097)          --
                                                         ---------    ---------

                                                           (65,685)     (93,563)
                                                         ---------    ---------

Cash Flows from Financing Activities
     Proceeds from issuance of common stock                     --       15,000
     Proceeds of loans from shareholders                    48,000      100,000
                                                         ---------    ---------

                                                            48,000      115,000
                                                         ---------    ---------

Net Increase (Decrease) in Cash                            (17,685)      21,437

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

Cash - end                                               $  17,959    $  60,329
                                                         =========    =========


                                       7

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2002

1.   BACKGROUND AND STATUS OF THE COMPANY

     Quest  Products  Corporation  (the  "Company")  was organized as a Delaware
     Corporation  on July 17, 1987 and operated as a  development  stage company
     through  1993.  The  Company  has  two   wholly-owned   subsidiaries,   The
     ProductIncubator.Com,  Inc. and Rainbow Shades,  Inc., and a majority-owned
     subsidiary,  Wynn Technologies,  Inc., through which it intends to identify
     and bring to the marketplace  unique  proprietary  consumer  products.  The
     Company also continues to market and  distribute  its patented  "Phase-Out"
     system smoking  cessation device (the "PhaseOut  device") both domestically
     and internationally.

     During 1999, the Company entered into a License  Agreement with the holders
     of a patent  for the  exclusive  worldwide  license  to make,  use and sell
     inventions  related to an adjustable  lens product such as sunglasses,  ski
     goggles  or  diving  masks.  In  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.

     On November 2, 2000, 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 was formed by the Company,  named Wynn Technologies Inc. ("Wynn
     Tech"),  which has now 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.


                                       8


<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2002

     The Company also applied for  additional  patent claims to further  enhance
     the  BIG1CARD(TM)  technology.  In August 2001,  Quest received an official
     notice  from  the  United  States  Patent  and  Trademark  Office  that the
     Company's  application  to add 25  additional  claims to its  multi-account
     credit card system patent will be allowed.

     On March 1, 2001, the Company signed a five-year  Consulting Agreement with
     Alex W.  Hart to  serve  as a  Special  Consultant  to the  Company  on the
     development and  commercialization  of Wynn  Technologies,  Inc.'s patented
     Big1Card(TM) technology.  The five-year Consulting Agreement called for Mr.
     Hart to receive  options  to  purchase  5 million  shares of the  Company's
     stock,  which can be exercised at any time during the five-year  Agreement,
     either on a cash or cashless basis. Two million options have been issued at
     $.10; 1 million  options  issued at $.15; 1 million  options at $.20; and 1
     million options at $.30. The fair value of these options is being amortized
     over  the  life  of  the   consulting   agreement.   Quest,   through   its
     unconsolidated subsidiary, Wynn Technologies,  Inc., owns all rights to the
     Big1Card(TM) patent, U. S. Patent No. 5,859,419.  Mr. Hart's duties will be
     to use his best efforts to locate and approach appropriate organizations to
     participate  in the  Company's  Big1Card(TM)  project.  This  will  include
     introducing  the Company and  assisting in completing  agreements  with all
     such organizations.

     The consolidated financial statements have been prepared on a going-concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in the normal course of business  over a reasonable  length of
     time.  The  Company  has had  recurring  net  operating  losses  since  its
     inception and has made use of privately-placed debt and equity financing to
     provide funds for  operations.  As of March 31, 2002,  current  liabilities
     exceed  current  assets  by  $1,315,705.  Those  factors,  as  well  as the
     Company's inability thus far to establish a marketable  product,  create an
     uncertainty about the Company's ability to continue as a going concern. The
     Company has  intentions of expanding and refining its marketing  efforts to
     include other products. In addition,  the Company is continuing its efforts
     to obtain  long-term  financing  through the issuance of long-term debt and
     equity securities. The consolidated financial statements do not include any
     adjustments  that  might be  necessary  should  the above or other  factors
     affect the Company's ability to continue as a going concern.

2.   UNAUDITED INTERIM STATEMENTS

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


                                       9
<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2002

     Operating  results  for the  three  months  ended  March  31,  2002 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2002. These consolidated financial statements and notes should
     be read in  conjunction  with the  financial  statements  and notes thereto
     included in the  Company's  annual report on Form 10-KSB for the year ended
     December 31, 2001.

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

3.   BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed by dividing net income (loss)
     by the  weighted  average  numbers  of shares of common  stock  outstanding
     during the period.  Diluted  earnings  (loss) per share is computed  giving
     effect to all dilutive potential common shares that were outstanding during
     the period.  Dilutive  potential  common shares consist of the  incremental
     common shares issuable upon the exercise of warrants and options.

     For the three  months ended March 31, 2002 and 2001,  potentially  dilutive
     securities of approximately  13,000,000 and 41,000,000  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 $48,000
     during the three  months  ended  March 31,  2002.  The loans are payable on
     demand plus accrued  interest at 10% per annum.  In  connection  with these
     loans, the shareholders  were issued warrants to purchase  2,000,000 shares
     at $.02 per share.  The portion of the  proceeds  allocable to the warrants
     was  accounted  for as paid-in  capital.  The  corresponding  discount  was
     written off as these loans are payable on demand.


                                       10
<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
                   Three Months Ended March 31, 2002 Compared
                      to Three Months Ended March 31, 2001

The Company incurred a net loss of $226,932 for the three months ended March 31,
2002 as  compared  to a loss of $230,496  for the three  months  ended March 31,
2001.

Sales remained  approximately at the same level in 2002 and 2001,  respectively.
The Company's sales continue to be primarily generated via e-commerce.

The Company sold 100 and 114 PhaseOut units in 2002 and 2001  respectively at an
average price of approximately $20 per unit. The cost per unit sold was $1.61 in
2002 and 2001, respectively.

The Company's research and development expenses increased by $8,405 from $33,570
in 2001 to $41,975 in 2002.  The  increase  is  attributable  to an  approximate
$5,000  decrease  related to the Company's  sunglass  project and an approximate
$13,000 increase related to the Company's Smartcard project.

The  Company's  selling  expenses  decreased  by $3,090 from  $11,878 in 2001 to
$8,788 in 2002. The decrease was primarily in travel and entertainment expenses.

The  Company's  general and  administrative  expenses  decreased by $10,715 from
$151,532  in 2001 to  $140,817  in 2002.  This  decrease  is  attributable  to a
decrease in salaries and consulting fees.

Interest  expense  increased by $1,580 from $1,565 in 2001 to $3,145 in 2002 due
to interest on  additional  loans from  shareholders  received  during the first
quarter of 2002.


                                       11
<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis

                         Liquidity and Capital Resources

The Company has a working  capital  deficit at March 31, 2002 of  $1,315,705  as
compared to a working capital deficit at December 31, 2001 of $1,163,004. During
the three  months  ended March 31,  2002,  the Company used $65,685 in operating
activities  and  generated  $48,000 from  financing  activities  from loans from
shareholders  in the amount of  $48,000.  The Company  currently  has $17,959 in
cash.

The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private placements. The Company has raised $1,338,367 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  successfully  completed  development of adjustable
polarized  sunglasses which allow the wearer to change the color of the sunglass
lenses to a variety of colors without changing the lenses or altering the frame.
The Company expects to initially produce 1,000 pair of sunglasses funded through
an outside  source to be sold mainly to Company  shareholders.  The  proceeds of
these initial sales will be used to repay the outside  funding  sources and fund
future research and development expenditures and continued production. Cash paid
for  further  research  and  development  expenditures  related to the  sunglass
project is not expected to exceed $50,000 during 2002.

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


                                       12

<PAGE>


In January  2001,  the  Company  filed a reissue  application  to  significantly
broaden its patent rights for its  multi-account  credit card system.  In August
2001, the Company  received an official notice from the United States Patent and
Trademark Office that the Company's  application to add 25 additional  claims to
its  multi-account  credit card system patent will be allowed.  In light of this
favorable action of the Patent Office on the Company's application, the original
7  patent  claims  will be  enlarged  to a total  of 32  claims.  The  Company's
management believes the Patent Office action allowing these additional 25 claims
significantly  broadens and  strengthens  the  Company's  patent and  materially
increases  its value in the  marketplace.  The new claims  allowed by the Patent
Office,  when combined with the original claims, make it extremely unlikely that
a competitor will be able to design around or otherwise circumvent the Company's
patent in  launching  a smart card  multi-account  credit  card  system and best
insures that no one else in the United  States will be able to  commercialize  a
multi-account  credit  card system  without  obtaining  license  rights from the
Company.  The  Company's  patent,  which has a 1995  priority  date is, to their
knowledge,  the only U.S. patent which covers a multi-account credit card system
employing a processing  chip and on-board  memory.  In addition,  Quest Products
Corporation is in the process of contacting  corporations  in order to apply the
Company's  patented  multi-account  credit card system to the myriad of security
issues  facing  Government  and  industry.  Cash paid for further  research  and
development  expenditures related to the Big1Card(TM) smart card project in 2002
is not expected to exceed $25,000.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        None


                                       13
<PAGE>


Item 2. Changes in Securities

                     Recent Sales of Unregistered Securities

During  the  Quarter  ended  March  31,  2002,  we made the  following  sales of
unregistered securities:

<TABLE>
<CAPTION>
                                                  Consideration Received and                             If Option, Warrant or
                                                 Description of Underwriting or      Exemption from      Convertible Security,
                 Type of                        Other Discounts to Market Price       Registration       Terms of Exercise or
 Date of Sale     Security    Number Sold           Afforded to Purchasers               Claimed              Conversion
 ------------     --------    -----------           ----------------------           ---------------          -----------

    <S>              <C>        <C>           <C>                                         <C>            <C>
    3/14/02          2          4,000,000     Warrants  issued to  Directors  in          4(2)           Exercisable    through
                                              connection  with  Board  services.                         February  15,  2004 at
                                              No  cash  considera-tion  received                         an  exercise  price of
                                              until exercise.                                            $.01 per share.


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

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

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


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

(1)  Common Stock

(2)  Warrants


                                       14
<PAGE>

Item 3. Defaults Upon Senior Securities

        None

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

        None

Item 5. Other Information

        None

Item 6. Exhibits and Reports on Form 8-K

        None

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                           QUEST PRODUCTS CORPORATION


Dated: May 2, 2002

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


                                       15