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, 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 September 30, 2000
        -----                                  ---------------------------------
Common Stock, par value                                   203,875,834
$.00003 per share



<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES

                                      INDEX


                         PART 1 - FINANCIAL INFORMATION

                                                                            Page
                                                                            ----
Item 1   Consolidated Financial Statements


         Report of Independent Accountants                                     3


         Consolidated Balance Sheet (unaudited)                            4 - 5


         Consolidated Statements of Operations (unaudited)                 6 - 7


         Consolidated Statements of Cash Flows (unaudited)                     8


         Notes to Consolidated Financial Statements                       9 - 11


Item 2   Management's Discussion and Analysis                            12 - 13


                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                    14

Item 2   Changes in Securities                                                14

Item 3   Defaults upon Senior Securities                                      14

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

Item 5   Other Information                                                    15

Item 6   Exhibits and Reports on form 8-K                                     15

Signatures                                                                    16

                                       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, 2000 and the related  consolidated  statements
of  operations  for each of the  three and  nine-month  periods  then  ended and
consolidated statement of cash flows for the nine 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  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 24, 2000

                                       3


<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

September 30, 2000

(Unaudited)


Assets
     Current Assets
       Cash                                                             $180,927
       Inventory                                                          36,067
       Prepaid expenses                                                    4,638
                                                                        --------

                                                                         221,632
                                                                        --------

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $43,014                                            28,959

     Deferred Royalties                                                   10,000

     License acquisition cost - net of accumulated
       amortization of $2,174                                             26,826

     Patents - at cost - net of accumulated amortization
       $18,173                                                            31,262

     Security Deposits                                                     4,266
                                                                        --------

                                                                         101,313
                                                                        --------

                                                                        $322,945
                                                                        ========

See accompanying notes and accountants' report.

                                       4

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet

September 30, 2000

(Unaudited)



Liabilities and Shareholders' (Deficit)
     Current Liabilities
       1992 convertible debentures - including accrued interest
         of $8,650                                                  $    18,650
       Accounts payable                                                 523,736
       Accrued officers' and directors' compensation                    657,924
       Accrued expenses                                                  38,486
                                                                    -----------

                                                                      1,238,796
                                                                    -----------


     Commitments and Contingencies

     Shareholders' (Deficit)
       Convertible Preferred Stock - par value $.00003 -
         authorized 10,000,000 shares - no shares issued and
         outstanding
       Common Stock - par value $.00003 - authorized
         390,000,000 shares - 203,875,834 shares issued and
         outstanding                                                      6,116
       Capital in excess of par                                       4,874,933
       Accumulated (deficit)                                         (5,796,900)
                                                                    -----------

                                                                       (915,851)
                                                                    -----------

                                                                    $   322,945
                                                                    ===========

See accompanying notes and accountants' report.

                                       5

<PAGE>

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

<TABLE>
<CAPTION>
                                                               For the Nine Months Ended
                                                                      September 30,
                                                            --------------------------------
                                                                     2000               1999
                                                            --------------------------------

<S>                                                         <C>                <C>
Sales - net                                                 $       4,558      $         589

Cost of Sales                                                         519                 91
                                                            -------------      -------------

                                                                    4,039                498
                                                            -------------      -------------

Selling Expenses                                                  115,988             36,362

General and Administrative Expenses                               513,606            351,661
                                                            -------------      -------------

                                                                  629,594            388,023
                                                            -------------      -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                     (625,555)          (387,525)
                                                            -------------      -------------

Other Income (Expenses)
     Gain on settlement of debt                                    32,374                 --
     Gain on settlement of lawsuit                                 93,411                 --
     Interest (expense)                                            (1,216)           (16,622)
                                                            -------------      -------------
                                                                  124,569            (16,622)
                                                            -------------      -------------


(Loss) Before Equity in Net Income of PhaseOut Partners          (500,986)          (404,147)

Equity in Net income of PhaseOut Partners                              --             15,381
                                                            -------------      -------------


Net (Loss)                                                  $    (500,986)     $    (388,766)
                                                            =============      =============


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


Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                       197,000,000        165,000,000
                                                            =============      =============
</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
                                                                        September 30,
                                                            --------------------------------
                                                                     2000               1999
                                                            --------------------------------
<S>                                                         <C>                <C>
Sales - net                                                 $       2,075      $         419

Cost of Sales                                                         116                 71
                                                            -------------      -------------

                                                                    1,959                348
                                                            -------------      -------------

Selling Expenses                                                   73,052             26,903

General and Administrative Expenses                               161,622            126,029
                                                            -------------      -------------

                                                                  234,674            152,932
                                                            -------------      -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                     (232,715)          (152,584)
                                                            -------------      -------------

Other Income (Expenses)
     Gain on settlement of debt                                    32,374                 --
     Gain on settlement of lawsuit                                 93,411                 --
     Interest (expense)                                              (250)            (5,798)
                                                            -------------      -------------
                                                                  125,535             (5,798)
                                                            -------------      -------------


(Loss) Before Equity in Net Income of PhaseOut Partners          (107,180)          (158,382)

Equity in Net income of PhaseOut Partners                              --              3,071
                                                            -------------      -------------


Net (Loss)                                                  $    (107,180)     $    (155,311)
                                                            =============      =============


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


Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                       202,000,000        172,000,000
                                                            =============      =============
</TABLE>


See accompanying notes and accountants' report.

                                       7

<PAGE>


QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
                                                       For the Nine Months Ended
                                                              September 30,
                                                       -------------------------
                                                             2000          1999
                                                       -------------------------
Cash Flows from Operating Activities
   Net (loss)                                           $(500,986)    $(388,766)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                         7,501         6,471
       Amortization                                         3,991         2,280
       Warrants issued for compensation                    15,000            --
       Gain on settlement of debt                         (32,374)           --
       Gain on settlement of lawsuit                      (93,411)           --
       Accrued interest                                     1,215        16,236
       Proceeds from settlement of lawsuit                150,000       (15,381)
       (Increase) decrease in:
         Inventories                                          519            91
         Prepaid expenses                                   1,596            --
         Security deposits                                   (405)           --
       Increase (decrease) in:
         Accounts payable                                  40,153       (35,738)
         Accrued officer compensation                     229,782       205,000
         Accrued expenses                                  (1,434)        5,682
                                                        ---------     ---------

                                                         (178,853)     (204,125)
                                                        ---------     ---------
   Cash Flows from Investing Activities
   Acquisition of equipment                               (25,585)           --
   Refund of acquisitions of equipment                      2,027            --
   Investment and advances - PhaseOut Partners                 --        25,000
                                                        ---------     ---------

                                                          (23,558)       25,000
                                                        ---------     ---------
Cash Flows from Financing Activities
     Proceeds from issuance of common stock               270,000       265,000
     Proceeds from issuance of stock options                   --        50,000
                                                        ---------     ---------

                                                          270,000       315,000
                                                        ---------     ---------

Net Increase in Cash                                       67,589       135,875

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

Cash - end                                              $ 180,927     $ 148,475
                                                        =========     =========

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


See accompanying notes and accountants' report.

                                       8

<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 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  disputed  these  price
     concessions  and charges,  which it believed 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 was 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 received $150,000
     and  approximately  17,000 PhaseOut units and is still waiting for delivery
     on additional inventory of approximately 2,000 more PhaseOut units.

     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 Inc. 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 September  30,  2000,  current  liabilities  exceed
     current  assets by  $1,017,164.  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.

                                       9

<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 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-QSB 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 nine months ended  September 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 Form 10-KSB for the year
     ended December 31, 1999.

3.   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 nine months
     and the current quarter,  potentially  dilutive securities of approximately
     52,000,000 and 46,000,000  shares that related to shares  issuable upon the
     exercise of warrants granted by the Company were excluded,  as their effect
     was antidilutive.

     During the current quarter, the Company has increased its authorized shares
     from   200,000,000   to   390,000,000.   The  Company  also   replaced  its
     authorization  of its  series  A and B  convertible  preferred  stock  with
     authorization  to issue 10,000,000  shares of convertible  preferred stock,
     none of which has been issued.

                                       10

<PAGE>

QUEST PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 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
     PhaseOut 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

     The following table presents the Company's  equity activity during the nine
     months ended September 30, 2000:

                                                Shares                $
                                              ----------        ----------
          Sales of stock                       3,000,000            60,000
          Sales of stock and warrants*         4,100,000           205,000
          Exercise of warrants                   333,333             5,000
          Conversion of debt to equity:
          -- Officers                         10,000,000           200,000
          -- Directors                         2,954,516           136,958
          -- Other                               400,000            68,000
                                              ----------        ----------
                                              20,787,849           674,958
                                              ==========        ==========

     *    Included warrants to purchase 4,100,000 shares at $.05 per share.

                                       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
                  Nine Months Ended September 30, 2000 Compared
                     to Nine Months Ended September 30, 1999


The Company  incurred a net loss of $500,986 for the nine months ended September
30, 2000 as compared to a loss of $388,766 for the nine months  ended  September
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 September 30, 2000. In connection with the SAS lawsuit, on July 19, 2000
a mediation  settlement  was reached in principle  wherein the Company  received
$150,000,  and  approximately  17,000  PhaseOut  units and is still  waiting for
delivery of an additional  inventory of approximately 2,000 more PhaseOut units.
Accordingly, a gain of $93,411 was recognized on the settlement of this lawsuit.

During the  current  quarter,  the  Company  issued  400,000  shares to a former
officer and director in settlement of the debts owed to him. Accordingly, a gain
of $32,374 was recognized as the settlement of the debt.

Sales  increased  by $3,969 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  $428  because  of the  change  in the  Company's
operations as described above.

The increase in the Company's  selling  expenses of $86,293 was  attributable to
expenses  incurred  in  connection  with the  sunglass  program  and  travel and
entertainment expenses.

General and  administrative  expenses  increased by approximately  $158,000 from
$352,000  to  $510,000.   This  increase  is  attributable  to  an  increase  in
professional and consulting fees and other operating expenses.

Interest  expense  decreased  by  approximately  $15,000 from $16,000 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 September 30, 2000 of $1,017,164 as
compared to a working capital deficit at December 31, 1999 of $1,105,108. During
the nine months ended September 30, 2000, the Company used $178,853 in operating
activities  and  $23,558 in  investing  activities  to  purchase  equipment  and
generated $270,000 from financing activities from the sale of equity securities.
The Company currently has $180,927 in cash.

The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private placements. The Company has raised $1,068,700 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, and the final  settlement  documents have been
executed. The Company has issued 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   received   $150,000,   and
approximately  17,000  PhaseOut  units and is still  waiting for  delivery of an
additional inventory of approximately 2,000 more PhaseOut units.


Item 2. Changes in Securities

     On June 8, 2000 the Company filed a Certificate of Incorporation  Amendment
with the Delaware  Secretary of State whereby the aggregate  number of shares of
capital stock that the Company has authority to issue is 400,000,000, consisting
of 390,000,000  shares of common stock with a par value of $.00003 per share and
10,000,000 shares of preferred stock with a par value of $.00003 per share.


Item 3. Defaults Upon Senior Securities

     None


                                       14

<PAGE>


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

     In June 2000, the Company received the written consent of a majority of its
stockholders  increasing  the number of  authorized  shares of common stock from
200,000,000  shares to 390,000,000  and issuing  10,000,000  shares of preferred
stock.

     In September 2000, the Company mailed notices to all stockholders informing
them of these  corporate  actions taken by the written consent of the holders of
the majority of the outstanding shares of common stock of the Company.


Item 5. Other Information

     None


Item 6. Exhibits and Reports on Form 8-K

     None


                                       15

<PAGE>

                                   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: October 27, 2000

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


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