SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period ended September 30, 2001

                                       OR

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


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

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

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

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

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

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


                                 YES _X_ NO ___

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

       Class                                   Outstanding at September 30, 2001
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 - 7


       Consolidated Statements of Cash Flows (unaudited)                       8


       Notes to Consolidated Financial Statements                         9 - 12


Item 2 Management's Discussion and Analysis                              12 - 14


                           PART II - OTHER INFORMATION

Item 1 Legal Proceedings                                                      14

Item 2 Changes in Securities                                                  14

Item 3 Defaults upon Senior Securities                                        14

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

Item 5 Other Information                                                      14

Item 6 Exhibits and Reports on form 8-K                                       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 September 30, 2001 and the related  consolidated  statements
of operations  for each of the three and nine month periods ended  September 30,
2001 and 2000 and consolidated statement of cash flows for the nine months ended
September  30,  2001  and  2000  as  set  forth  in the  accompanying  unaudited
consolidated  financial statements.  These consolidated financial statements are
the responsibility of the Company's management.

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

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

As  discussed  in Note 1, certain  conditions  indicate  that the Company may be
unable to continue as a going concern. The accompanying  consolidated  financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue as a going concern.




RAICH ENDE MALTER & CO. LLP
East Meadow, New York
October 26, 2001



                                       3
<PAGE>


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




Assets
     Current Assets
       Cash                                                             $ 96,400
       Inventory                                                          25,986
       Prepaid expenses                                                   10,467
                                                                        --------

                                                                         132,853
                                                                        --------


     Investment in Unconsolidated Subsidiary                               1,800

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $53,441                                            18,532

     Deferred Royalties                                                   10,000

     License acquisition cost - net of accumulated
       amortization of $4,406                                             24,594

     Patents - at cost - net of accumulated amortization
       of $21,271                                                         28,164

     Security Deposits                                                       405
                                                                        --------

                                                                          83,495
                                                                        --------

                                                                        $216,348
                                                                        ========



                                       4

See accompanying notes and accountants' report.


<PAGE>


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




Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $9,650                                                  $    19,650
       Accounts payable                                                 230,130
       Due to officers and directors                                    750,493
       Loans from shareholders - including accrued interest
         of $5,972                                                      105,972
       Accrued expenses                                                  26,273
                                                                    -----------

                                                                      1,132,518
                                                                    -----------


     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                                       5,762,930
       Accumulated (deficit)                                         (6,686,036)
                                                                    -----------

                                                                       (916,170)
                                                                    -----------

                                                                    $   216,348
                                                                    ===========



                                       5

See accompanying notes and accountants' report.


<PAGE>


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


<TABLE>
<CAPTION>
                                                         For the Nine Months Ended
                                                               September 30,
                                                       ------------------------------
                                                            2001             2000
                                                       ------------------------------

<S>                                                    <C>              <C>
Sales - net                                            $      16,559    $       4,558

Cost of Sales                                                  6,675              519
                                                       -------------    -------------

                                                               9,884            4,039
                                                       -------------    -------------

Research and Development Expenses                            151,460           65,103

Selling Expenses                                              25,313           50,885

General and Administrative Expenses                          460,955          513,606
                                                       -------------    -------------

                                                             637,728          629,594
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (627,844)        (625,555)
                                                       -------------    -------------

Other Income (Expenses)
     Write-off of deferred registration costs                (25,000)              --
     Write-off of discount on debt                           (34,000)              --
     Interest (expense)                                       (6,722)          (1,216)
     Loss on investment in unconsolidated subsidiary            (123)              --
     Gain on settlement of debt                                   --           32,374
     Gain on settlement of lawsuit                                --           93,411
                                                       -------------    -------------

                                                             (65,845)         124,569
                                                       -------------    -------------


Net (Loss)                                             $    (693,689)   $    (500,986)
                                                       =============    =============


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


     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  227,000,000      197,000,000
                                                       =============    =============
</TABLE>



                                       6

See accompanying notes and accountants' report.


<PAGE>


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


<TABLE>
<CAPTION>
                                                           For the Quarter Ended
                                                               September 30,
                                                       ------------------------------
                                                           2001             2000
                                                       ------------------------------

<S>                                                    <C>              <C>
Sales - net                                            $      12,329    $       2,075

Cost of Sales                                                  6,325              116
                                                       -------------    -------------

                                                               6,004            1,959
                                                       -------------    -------------

Research and Development Expenses                             43,807           28,997

Selling Expenses                                               7,707           44,055

General and Administrative Expenses                          152,563          161,622
                                                       -------------    -------------

                                                             204,077          234,674
                                                       -------------    -------------

(Loss) Before Other Income (Expenses)                       (198,073)        (232,715)
                                                       -------------    -------------

Other Income (Expenses)
     Interest (expense)                                       (2,750)            (250)
     Loss on investment in unconsolidated subsidiary             (41)              --
     Gain on settlement of debt                                   --           32,374
     Gain on settlement of lawsuit                                --           93,411
                                                       -------------    -------------

                                                              (2,791)         125,535
                                                       -------------    -------------



Net (Loss)                                             $    (200,864)   $    (107,180)
                                                       =============    =============


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


     Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                  231,000,000      202,000,000
                                                       =============    =============
</TABLE>



                                       7

See accompanying notes and accountants' report.


<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
                                                       For the Nine Months Ended
                                                             September 30,
                                                       -------------------------
                                                           2001         2000
                                                       -------------------------
Cash Flows from Operating Activities
   Net (loss)                                           $(693,689)   $(500,986)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                         7,944        7,501
       Amortization                                         3,999        3,991
       Warrants issued for compensation                    95,150       15,000
       Write-off of deferred registration costs            25,000           --
       Gain on settlement of debt                              --      (32,374)
       Write-off of discount on debt                       34,000           --
       Gain on settlement of lawsuit                           --      (93,411)
       Accrued interest                                     6,722          966
       Proceeds from settlement of lawsuit                     --      150,000
       Equity in net loss of unconsolidated subsidiary        123           --

       (Increase) decrease in:
         Inventories                                        3,030          519
         Security Deposits                                     --         (405)
         Prepaid Expenses                                   4,868        1,596
       Increase (decrease) in:
         Accounts payable                                   6,562       40,153
         Accrued officer compensation                     202,049      229,782
         Accrued expenses                                  24,750       (1,434)
                                                        ---------    ---------

                                                         (279,492)    (178,853)
                                                        ---------    ---------
Cash Flows from Investing Activities
   Acquisition of equipment                                    --      (25,585)
   Refund of acquisitions of equipment                         --        2,027
                                                        ---------    ---------

                                                               --      (23,558)
                                                        ---------    ---------
Cash Flows from Financing Activities
     Proceeds from issuance of common stock               237,000      270,000
     Proceeds of loans from shareholders                  100,000           --
                                                        ---------    ---------

                                                          337,000      270,000
                                                        ---------    ---------

Net Increase (Decrease) in Cash                            57,508       67,589

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

Cash - end                                              $  96,400    $ 180,927
                                                        =========    =========

Supplemental Disclosures
     Non-cash Investing and Financing Transactions:
         Stock issued for settlement of debt            $      --    $ 404,958
                                                        =========    =========



                                       8

See accompanying notes and accountants' report.


<PAGE>


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

1.   BACKGROUND AND STATUS OF THE COMPANY

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

     During 1999, the Company entered into a License  Agreement with the holders
     of a patent  for the  exclusive  worldwide  license  to make,  use and sell
     inventions  related to an adjustable  lens product such as sunglasses,  ski
     goggles  or  diving  masks.  In  June  2000,  the  Company  entered  into a
     comprehensive  agreement with Opsales and its President and Vice President,
     Sidney and Dean  Friedman,  to  manufacture  and  distribute  the Company's
     rotatable  variable  polarized  lenses  to be  used  in the  Company's  new
     sunglass product, Rainbow Shades(TM).

     The Company 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   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).  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 in March 2000 named Wynn Technologies Inc. ("Wynn Tech"), which
     has now  acquired  all  right,  title  and  interest  to the  Wynn  patent.
     Therefore,  Wynn  Technologies  Inc.  now has the  exclusive  rights in the
     United  States to make,  use,  offer and sell this new  multi-account  card
     system. Wynn Tech is owned 65% by Quest Products Corporation and 35% by Mr.
     Wynn.  The Company's  65% interest is subject to the  resolution of certain
     contingencies. Accordingly, the Company is not currently consolidating this
     subsidiary.  The Company  also  applied  for  additional  patent  claims to
     further enhance the BIG1CARD(TM) technology.




                                       9
<PAGE>


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


     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.  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.

     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 September 30, 2001, current liabilities
     exceed current assets by $999,665.  Those factors, as well as the Company's
     inability,   thus  far,  to  establish  a  marketable  product,  create  an
     uncertainty about the Company's ability to continue as a going concern. The
     Company has  intentions of expanding and refining its marketing  efforts to
     include other products. In addition,  the Company is continuing its efforts
     to obtain  long-term  financing  through the issuance of long-term debt and
     equity securities. The consolidated financial statements do not include any
     adjustments  that  might be  necessary  should  the above or other  factors
     affect the Company's ability to continue as a going concern.




                                       10
<PAGE>


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


2.   UNAUDITED INTERIM STATEMENTS

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

     Operating  results for the three and nine months ended  September  30, 2001
     are not  necessarily  indicative of the results to be expected for the year
     ending December 31, 2001. These consolidated financial statements and notes
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto included in the Company's annual report on Form 10-KSB for the year
     ended December 31, 2000.

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

3.   BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

     Basic  earnings  (loss) per share is computed by dividing net income (loss)
     by the  weighted  average  numbers  of shares of common  stock  outstanding
     during the period.  Diluted  earnings  (loss) per share is computed  giving
     effect to all dilutive potential common shares that were outstanding during
     the period.  Dilutive  potential  common shares consist of the  incremental
     common shares  issuable upon the exercise of warrants and options.  For the
     nine  months  ended  September  30,  2001 and  2000,  potentially  dilutive
     securities of approximately  25,000,000 and 52,000,000  shares that related
     to shares issuable upon the exercise of warrants and options granted by the
     Company were excluded, as their effect was antidilutive.

4.   RELATED PARTY TRANSACTIONS AND ISSUANCES OF EQUITY SECURITIES

     The  Company  received  loans from  Shareholders  in the amount of $100,000
     during the nine months ended  September 30, 2001.  The loans are payable on
     demand plus accrued  interest at 10% per annum.  In  connection  with these
     loans,  the  shareholders  were  issued  warrants  and  options to purchase
     500,000 shares at $.05 per share. The portion of the proceeds  allocable to
     the  warrants  was  accounted  for as paid-in  capital.  The  corresponding
     discount was written off as these loans are payable on demand.




                                       11
<PAGE>


     During the nine months ended September 30, 2001, two of the above mentioned
     shareholders each exercised warrants and options resulting in the Company's
     receiving $50,000. In addition,  four other shareholders exercised warrants
     and  options to purchase  1,000,000  shares at $.015,  5,000,000  shares at
     $.03,  1,000,000  shares at $.02 and 200,000  shares at $.01  respectively,
     resulting in the Company's receiving $187,000.

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
                  Nine Months Ended September 30, 2001 Compared
                     to Nine Months Ended September 30, 2000

The Company  incurred a net loss of $693,689 for the nine months ended September
30, 2001 as compared to a loss of $500,986 for the nine months  ended  September
30, 2000.

Sales increased by $12,001 from $4,558 in 2000 to $16,559 in 2001 as a result of
the Company's increasing sales via e-commerce and international sales.

The  Company  sold  1,882  PhaseOut  units  in  2001  at  an  average  price  of
approximately  $9 per unit and 120 PhaseOut units in 2000 at an average price of
approximately  $20 per unit. The cost per unit sold decreased from $3.36 in 2000
to $1.61  in 2001 as a result  of  sales  of  units  in 2001  being  from  stock
purchased at a lower cost. In addition,  cost of sales for 2001 include  storage
cost incurred due to an increase in inventory.

The  Company's  research  and  development  expenses  increased  by $86,357 from
$65,103  in 2000 to  $151,460  in  2001.  The  increase  is  attributable  to an
approximate  $5,000 increase  related to the Company's  sunglass  project and an
approximate $81,000 increase related to the Company's Smartcard project.

The  Company's  selling  expenses  decreased  by $25,572 from $50,885 in 2000 to
$25,313  in 2001.  The  decrease  was  primarily  in  travel  and  entertainment
expenses.

The  Company's  general and  administrative  expenses  decreased by $52,651 from
$513,606  in 2000 to  $460,955  in 2001.  This  decrease  is  attributable  to a
decrease in professional and consulting fees and other operating expenses.

Interest  expense  increased by $5,506 from $1,216 in 2000 to $6,772 in 2001 due
to  interest on loans from  shareholders  received  during the first  quarter of
2001.



                                       12
<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis


                         Liquidity and Capital Resources

The Company has a working  capital  deficit at September 30, 2001 of $999,665 as
compared to a working capital  deficit at December 31, 2000 of $709,192.  During
the nine months ended September 30, 2001, the Company used $279,492 in operating
activities and generated $337,000 from financing activities from the exercise of
warrants in the amount of $237,000 and loans from  shareholders in the amount of
$100,000. The Company currently has $96,400 in cash.

The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private placements. The Company has raised $1,290,367 since
July of  1997  through  such  private  placements  and  will  attempt  to  raise
additional cash in a similar manner to fund its ongoing operations.

In October 1999,  the Company  completed  development  of  adjustable  polarized
sunglasses, which allow the wearer to change the color of the sunglass lenses to
a variety of colors without changing the lenses. Management will strive to begin
worldwide  distribution  of this product in 2001.  The  Company's  plans for the
marketing of this new product in the near future will require additional funding
above and beyond the normal amount of cash  required for  recurring  operations.
There can be no  assurance  that the Company will be able to obtain the required
additional  financing.  In January 2001, the Company made its final selection of
frame designs for its Rainbow Shades(TM) sunglasses. The initial line of Rainbow
Shades(TM)  sunglasses consists of three separate frames created and designed in
Italy.  The  Rainbow   Shades(TM)   sunglasses   feature  Quest's  patented  and
revolutionary  new lens  system  which  allows  the wearer to select up to three
different lens colors by simply moving a slider on the frame.  The slider causes
the lens to rotate  which,  in turn,  changes the lens  color.  With the Rainbow
Shades(TM) sunglasses, there is no need to remove or replace the lens.

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.  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



                                       13
<PAGE>


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.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Securities

     None

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

     None

Item 5. Other Information

     None



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<PAGE>


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: November 5, 2001

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



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