SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period ended June 30, 1999

                                       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, 1999
-----------------------                       ---------------------------------
Common Stock, par value                                  174,162,985
$.00003 per share


<PAGE>



PART 1 FINANCIAL INFORMATION
Item 1, financial statements


QUEST PRODUCTS CORPORATION
FINANCIAL STATEMENTS (Unaudited)
June 30, 1999



Financial Statements                                                       Page
                                                                           ----


Balance Sheet                                                             3 - 4


Statements Operations                                                     5 - 6


Statements of Shareholders' (Deficit)                                         7


Statements of Cash Flows                                                  8 - 9


Notes to Financial Statements                                           10 - 12


Management's Discussion and Analysis                                    13 - 15


Other Information                                                            16


Signatures                                                                   17

                                        2

<PAGE>



QUEST PRODUCTS CORPORATION
Balance Sheet
June 30, 1999

(Unaudited)



Assets
     Current Assets
       Cash                                                             $152,432
       Inventory                                                           7,479
                                                                        --------

                                                                         159,911
                                                                        --------

     Investment and Advances - PhaseOut Partners                         326,922

     Furniture and Equipment - at cost - net of accumulated
       depreciation of $31,119                                            17,296

     Patents - at cost - net of accumulated amortization of
       $14,335                                                            35,100

     Security Deposits                                                     3,506
                                                                        --------

                                                                         382,824
                                                                        --------

                                                                        $542,735
                                                                        ========


See notes to financial statements.


                                       3
<PAGE>



QUEST PRODUCTS CORPORATION
Balance Sheet
June 30, 1999

(Unaudited)



Liabilities and Shareholders' (Deficit)
   Current Liabilities
    1992 convertible debentures - including accrued interest
     of $7,400                                                      $    17,400
    Accounts payable                                                    540,896
    Accrued officer and director's compensation                         601,493
    Loans from director and officer                                      87,438
    Accrued expenses                                                     43,713
                                                                    -----------

                                                                      1,290,940
                                                                    -----------

   Other Liabilities
    Shareholder's loan                                                  199,674
                                                                    -----------

   Commitments and Contingencies

   Shareholders' (Deficit)
    Series A Convertible Preferred Stock - par value $.001 -
     authorized 600,000 shares - no shares issued and
     outstanding
    Series B Convertible Preferred Stock - par value $.001 -
     authorized 5,000,000 shares - no shares issued and
     outstanding
    Common Stock - par value $.00003 - authorized
     200,000,000 shares - 167,662,985 shares issued and
     outstanding                                                          4,832
     Capital in excess of par                                         3,740,920
     Accumulated (deficit)                                           (4,693,631)
                                                                    -----------

                                                                       (947,879)
                                                                    -----------

                                                                    $   542,735
                                                                    ===========

See notes to financial statements.


                                       4
<PAGE>



QUEST PRODUCTS CORPORATION
Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                                      For the Six Months Ended
                                                                             June 30,
                                                                ----------------------------------
                                                                         1999                 1998
                                                                ----------------------------------
<S>                                                             <C>                  <C>
Sales - net                                                     $         170        $      24,099

Cost of Sales                                                              20                8,732
                                                                -------------        -------------

                                                                          150               15,367
                                                                -------------        -------------

Selling Expenses                                                       12,530               23,156

General and Administrative Expenses                                   222,561              277,782
                                                                -------------        -------------

                                                                      235,091              300,938
                                                                -------------        -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                         (234,941)            (285,571)
                                                                -------------        -------------

Other Income (Expenses)
     Interest income                                                     --                     15
     Interest (expense)                                               (10,824)              (8,324)
                                                                -------------        -------------

                                                                      (10,824)              (8,309)
                                                                -------------        -------------

(Loss) Before Equity in Net Income of PhaseOut Partners              (245,765)            (293,880)

Equity in Net income of PhaseOut Partners                              12,310               72,310
                                                                -------------        -------------

Net (Loss)                                                      $    (233,455)       $    (221,570)
                                                                =============        =============

Basic and Diluted Net (Loss) Per Share                          $        NIL         $         NIL
                                                                =============        =============
Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                           162,000,000          124,000,000
                                                                =============        =============
</TABLE>


See notes to financial statements.


                                       5
<PAGE>


QUEST PRODUCTS CORPORATION
Statements of Operations
(Unaudited)


<TABLE>
<CAPTION>
                                                                      For the Quarter  Ended
                                                                            June 30,
                                                                 ----------------------------------
                                                                      1999                1998
                                                                 ----------------------------------
<S>                                                              <C>                  <C>
Sales - net                                                      $          50        $       4,629

Cost of Sales                                                                7                2,069
                                                                 -------------        -------------

                                                                            43                2,560
                                                                 -------------        -------------

Selling Expenses                                                         4,452                3,611

General and Administrative Expenses                                    122,052              132,098
                                                                 -------------        -------------

                                                                       126,504              135,709
                                                                 -------------        -------------

(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                          (126,461)            (133,149)
                                                                 -------------        -------------

Other Income (Expenses)
     Interest income                                                        --                    8
     Interest (expense)                                                 (5,412)              (4,162)
                                                                 -------------        -------------

                                                                        (5,412)              (4,154)
                                                                 -------------        -------------

(Loss) Before Equity in Net Income of PhaseOut Partners               (131,873)            (137,303)

Equity in Net income of PhaseOut Partners                                2,862                6,522
                                                                 -------------        -------------

Net (Loss)                                                       $    (129,011)       $    (130,781)
                                                                 =============        =============

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

Weighted Average Number of Shares
     Outstanding (to nearest 1,000,000)                            163,000,000          125,000,000
                                                                 =============        =============
</TABLE>


See notes to financial statements.


                                       6
<PAGE>


QUEST PRODUCTS CORPORATION
Statement of Shareholders' (Deficit)
For the Six Months Ended June 30, 1999

(Unaudited)


<TABLE>
<CAPTION>
                                                   Number of
                                                 Common  Stock       Amount        Capital in
                                                     Shares         $.00003         Excess of         Accumulated
                                                  (Post-Split)     Par Value        Par Value         (Deficit)
                                                 -----------------------------------------------------------------
<S>                                              <C>              <C>              <C>                <C>
Balance - December 31, 1998                      160,912,985      $     4,827      $ 3,555,925        $(4,460,176)


Proceeds from sale of stock                        6,750,000                5          134,995                 --


Proceeds from issuance of stock options                   --               --           50,000                 --


Net (loss)                                                --               --              --            (233,455)
                                                 -----------      -----------      -----------        -----------

Balance - June 30, 1999                          167,662,985      $     4,832      $ 3,740,920        $(4,693,631)
                                                 ===========      ===========      ===========        ===========
</TABLE>








See notes to financial statements.



                                       7
<PAGE>


QUEST PRODUCTS CORPORATION
Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                   For the Six  Months Ended
                                                                          June 30,
                                                                -------------------------------
                                                                    1999               1998
                                                                -------------------------------
<S>                                                             <C>               <C>
Cash Flows from Operating Activities
   Net (loss)                                                   $(233,455)        $(221,570)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                                 4,314             1,352
       Amortization                                                 1,520             1,546
       Accrued interest                                            10,824             8,324
       Equity in net income of PhaseOut Partners                  (12,310)          (72,176)
       (Increase) decrease in:
         Accounts receivable                                           --             2,712
         Inventories                                                   21            56,177
       Increase (decrease) in:
         Accounts payable                                             736           (35,663)
         Accrued officer compensation                             150,000           162,000
         Loans from directors                                        --              (1,863)
         Accrued expenses                                           8,182               111
                                                                ---------         ---------

                                                                  (70,168)          (99,050)
                                                                ---------         ---------

Cash Flows from Investing Activities
   Investment and advances - PhaseOut Partners                     25,000           (67,283)
                                                                ---------         ---------

                                                                   25,000           (67,283)
                                                                ---------         ---------

Cash Flows from Financing Activities
     Proceeds from sales of common stock                          135,000           146,200
     Proceeds from issuance of stock options                       50,000              --
                                                                ---------         ---------

                                                                  185,000           146,200
                                                                ---------         ---------

Net Increase in Cash                                              139,832           (20,133)

Cash - beginning                                                   12,600            27,588
                                                                ---------         ---------

Cash - end                                                      $ 152,432         $   7,455
                                                                =========         =========
</TABLE>



See notes to financial statements.


                                       8
<PAGE>


QUEST PRODUCTS CORPORATION
Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                   For the Quarter Ended
                                                                          June 30,
                                                                ---------------------------
                                                                     1999              1998
                                                                ---------------------------
<S>                                                             <C>               <C>
Cash Flows from Operating Activities
   Net (loss)                                                   $(129,011)        $(130,781)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                                 2,157               676
       Amortization                                                   760               773
       Accrued interest                                             5,412             4,162
       Equity in net income of PhaseOut Partners                   (2,862)           (6,522)
       (Increase) decrease in:
         Accounts receivable                                           --               435
         Inventories                                                    7             2,985
       Increase (decrease) in:
         Accounts payable                                         (13,389)          (10,437)
         Accrued officer compensation                              75,000            81,000
         Loans from directors                                        --                (463)
         Accrued expenses                                           3,000            (1,614)
                                                                ---------         ---------

                                                                  (58,926)          (59,786)
                                                                ---------         ---------

Cash Flows from Investing Activities
   Investment and advances - PhaseOut Partners                     25,000                --
                                                                ---------         ---------

                                                                   25,000                --
                                                                ---------         ---------

Cash Flows from Financing Activities
     Proceeds from sales of common stock                          135,000                --
     Proceeds from issuance of stock options                       50,000                --
                                                                ---------         ---------

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

Net Increase in Cash                                              151,074           (59,786)

Cash - beginning                                                    1,358            67,241
                                                                ---------         ---------

Cash - end                                                      $ 152,432         $   7,455
                                                                =========         =========
</TABLE>


See notes to financial statements.


                                       9
<PAGE>



QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 1999


1.   BACKGROUND AND BASIS OF PRESENTATION

     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's  purpose  is to market  and  distribute  its
     patented "Phase-Out" system smoking cessation device (the "product").

     The Company had primarily marketed the product in the United States through
     direct  response   marketing   including   radio,   television   spots  and
     infomercials.  This  domestic  marketing  was  curtailed in 1996 due to the
     ongoing negotiations with the Federal Trade Commission ("FTC"),  which have
     been concluded.

     In 1998, the Company began distribution of the product into domestic retail
     chain drug stores  through  PhaseOut  Partners,  an informal  joint venture
     arrangement  ("the Joint  Venture")  with SAS Group Inc.  ("SAS") for which
     there  is  no  written  agreement.   SAS  handles  all  the  marketing  and
     operational  activities of the joint venture. The Company invested $67,283,
     consisting  of cash and inventory  and shares  equally in the profits.  The
     investment in PhaseOut  Partners is accounted for under the equity  method,
     whereby  the  investment  account is  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.

     Following are condensed financial data of PhaseOut Partners:

                  Six Months Ended June 30, 1999
                  Net sales                                          $    43,067
                  Gross profit                                            39,335
                  Net income                                              24,620

                  As of June 30, 1999
                  Current assets                                     $   611,560

                  Equity                                             $   611,560

     The Company also distributes the product overseas.

     The financial  statements have been prepared assuming that the Company will
     continue as a going concern. The Company has suffered recurring losses from
     operations  ($233,455  in 1999 and  $221,570 in 1998),  and has had limited
     liquidity  causing  difficulty  in meeting  its current  operating  expense
     obligations  and  debt  service  requirements.   The  Company  is  actively
     marketing  the product to help  improve  revenues  and may seek  additional
     financing through private  placement of debt and securities.  The financial
     statements  do not include any  adjustments  that might  result  should the
     continued existence of the Company be threatened by any continued losses or
     the failure of the above factors to influence  the  financial  viability of
     the Company.

                                       10

<PAGE>



QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 1999


     The interim  statements  were  prepared  pursuant to the  requirements  for
     reporting  on Form 10- QSB.  The  interim  financial  statements  and notes
     thereto  should be read in  conjunction  with the financial  statements and
     notes included in the Company's latest Annual Report on Form 10-KSB for the
     year ended  December 31, 1998.  In the opinion of  management,  the interim
     financial  statements  reflect all adjustments of a normal recurring nature
     necessary  for a fair  statement  of the results for interim  periods.  The
     current period results of operations are not necessarily  indicative of the
     results for the entire year ending December 31, 1999.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Changes  in  significant  accounting  policies  - There  were no changes in
     significant accounting policies during the current period.

3.   RELATED PARTY TRANSACTIONS

     Loans from Former  Officer and Director - A former  officer is owed $33,953
     by the Company.  The amount is payable with a stated  interest rate of 11%.
     Effective  June 30, 1997,  the former  officer  agreed to no longer  charge
     interest.

     During 1998, the Company received  $50,000 from a director,  payable with a
     stated interest rate of 10%.  Accrued interest at June 30, 1999 amounted to
     $3,486.

     Officer's and  Director's  Compensation  - During 1996,  an investor  group
     brought in by two individuals which acquired an 18% ownership  interest for
     $500,000 was awarded two seats on the Board of Directors  and one officer's
     position.  The two  individuals  had  consulting  agreements  for which the
     Company accrued fees of $5,000 per month for each individual from July 1996
     through   November  1997.  In  December  1997,  the  Company  entered  into
     employment  contracts with each of these two  individuals  for $150,000 per
     year for five years from  December  1997 through  November  2002 and issued
     options to purchase  7,500,000 shares each at an exercise price of $.03 per
     share. As of June 30, 1999, the two individuals  were owed $267,500 each in
     accrued consulting fees and salaries.

     A  former  director,  who was  previously  the  Company's  chief  executive
     officer,  entered into a consulting  agreement  with the Company for $2,000
     per month from October 1997 through September 1998. As of June 30, 1999, he
     is owed $66,493 in accrued salary, consulting fees and expenses.

4.   SHAREHOLDER'S LOAN

     During 1996, the Company received  $200,000 from an individual as a loan in
     connection with the Company's  media  campaign.  Repayments of $35,000 were
     made in cash and $7,500 in stock.  In November  1999,  the  Company  issued
     2,875,000 shares of Company stock in repayment of the $157,500 loan balance
     and any accrued interest.  Consequently, this debt has been reclassified to
     long term liabilities at June 30, 1999.

                                       11

<PAGE>



QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 1999


5.   COMMITMENTS, CONTINGENCIES AND OTHER COMMENTS.

     Dependence  on Major  Customers  and  Suppliers  -  Domestic  retail  sales
     represent  approximately  99%  of  sales  with  only  one  retail  customer
     representing more than 10% of total sales.

     The Company is currently purchasing 100% of its products from one vendor.

     Regulatory Matters - There have been no changes in the status of regulatory
     inquiries by the Food and Drug  Administration  (FDA) and the Federal Trade
     Commission (FTC).

                                       12

<PAGE>



QUEST PRODUCTS CORPORATION
Management's Discussion and Analysis



                              Results of Operations
                     Six Months Ended June 30, 1999 Compared
                        to Six Months Ended June 30, 1998


     The Company  incurred a net loss of $233,455  for the six months ended June
30, 1999 as compared to the loss of $221,570  for the six months  ended June 30,
1998.

     During 1998, the Company began  distribution  of the PhaseOut  product into
retail chain stores,  totalling approximately 12,000 stores, through an informal
joint venture with SAS Group, Inc.  ("SAS"),  for which it is entitled to 50% of
the income.  There is no written  agreement for this joint venture.  SAS handles
all  the  marketing  and  operational  activities  of  the  joint  venture.  The
investment in the joint venture is accounted for under the equity method whereby
the investment  account is 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  include  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 are reported in this  separate  "equity in net income of the joint
venture" line item.

     Sales  decreased  by  $23,929  principally  because  of the  change  in the
Company's operations as described above.

     Cost of sales decreased by $8,752 principally  because of the change in the
Company's operations as described above.

     Selling expenses decreased by $10,626  principally because of the change in
the  Company's  operations  as described  above.  The decrease in the  Company's
expense was  primarily  attributable  to an  approximately  $16,000  decrease in
expenses  incurred  in  connection  with the after  market  automobile  products
program  which  ended in January  1998,  less an  increase of $7,000 in expenses
incurred in connection with the sunglass program.

     General and administrative expenses decreased by approximately $55,000 from
$278,000 to $223,000.  This decrease is primarily  attributable to a decrease in
professional  and consulting  fees  ($27,000),  insurance  expense  ($9,000) and
telephone expense ($9,000).

     Interest expense  increased by approximately  $3,000 from $8,000 to $11,000
due to additional borrowing.

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

                                       13

<PAGE>



QUEST PRODUCTS CORPORATION
Management's Discussion and Analysis


                         Liquidity and Capital Resources

Cash of $70,168 was used for  operations for the 6 months ended June 30, 1999 as
compared to $99,050 used in the same period of last year. Cash increased  during
the 6 months ended June 30, 1999 by $139,832.

The Company's  working capital has deteriorated due to the use of current assets
for operations. Working capital and current ratios were:

                            June 30,           December 31,          June 30,
                             1999                  1998               1998
                             ----                  ----               ----
Working capital
(deficiency)              $1,131,029            $1,108,922          $1,092,364
Current ratios                0.12:1                0.15:1              0.02:1

In order to meet short-term  marketing  goals, in July 1997 certain officers and
directors  agreed to acquire an aggregate of 10,000,000  shares of the Company's
common  stock  (representing  8% of total shares  outstanding)  for an aggregate
purchase price of $100,000.  The Company is also seeking an additional  $900,000
of financing  under the same terms and conditions as offered to the officers and
directors.  As of June 30, 1999, the Company has received $553,700.  There is no
assurance that the Company will be able to obtain additional financing.

                           Distribution and Marketing

Marketing (Domestic)

     In March 31, 1998,  the Company  entered the U.S.  retail  market under the
category of smoke cessation products.

Marketing (International)

     On August 21, 1995,  the Company  entered  into an  agreement  with a South
Korean  trading  company  for the  distribution  and  manufacture  of a modified
(design)  PhaseOut  product in South Korea.  Because of the improved  design and
reduced size of this PhaseOut device, it will be utilized in the Japanese market
as well.  South Korea has 10 million  smokers and Japan has 35 million  smokers.
Distribution in South Korea is expected to begin in the 2nd quarter of 2000.

                                       14

<PAGE>



QUEST PRODUCTS CORPORATION
Management's Discussion and Analysis


New Products

     In October 1999,  the Company has  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  will strive to begin  worldwide  distribution
during 2000

                               Regulatory Matters

     There have been no material changes in the status of matters pending before
the Food and Drug Administration (FDA) and the Federal Trade Commission (FTC).


                                       15

<PAGE>

                           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

     See notes to the financial statements

Item 6.  Exhibits and Reports

     None

                                       16

<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:  January 25, 2000

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


                                       17