SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the Quarterly Period ended March 31, 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 March 31, 2000
        -----                                      -----------------------------
Common Stock, par value                                     198,937,985
$.00003 per share


<PAGE>


QUEST PRODUCTS CORPORATION

                                      INDEX


                         PART 1 - FINANCIAL INFORMATION

                                                                            Page
Item 1   Financial Statements


         Report of Independent Accountants                                     3


         Balance Sheet (unaudited)                                         4 - 5


         Statements of Operations (unaudited)                                  6


         Statements of Cash Flows                                              7


         Notes to Financial Statements                                    8 - 10


Item 2   Management's Discussion and Analysis                            11 - 12


                           PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                                    13

Item 2   Changes in Securities                                                13

Item 3   Defaults upon Senior Securities                                      13

Item 4   Submission of Matters to a Vote of Security Holders                  13

Item 5   Other Information                                                    13

Item 6   Exhibits and Reports                                                 13


Signatures                                                                    14


                                        2


<PAGE>


PART I  -  FINANCIAL INFORMATION

Item 1.    Financial Statements


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Quest Products Corporation

We have reviewed the balance sheet of Quest  Products  Corporation  at March 31,
2000 and the related statement of operations and statement of cash flows for the
three  months then ended as set forth in the  accompanying  unaudited  financial
statements.  These 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  financial  statements  for the three  months ended
March 31, 2000 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  financial statements do
not include any adjustments to the financial  statements that might be necessary
should the Company be unable to continue as a going concern.

As discussed in Note 4 to the financial statements, the Company has been subject
to  certain   governmental   regulatory  matters  by  the  U.S.  Food  and  Drug
Administration.  At the present time, the outcome of these matters is uncertain.
These matters,  if pursued by this agency, may have a material adverse effect on
the operation of the Company.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the balance sheet at December 31, 1999 and the related statements of
operations,  stockholders'  equity  and cash  flows for the year then ended (not
presented  herein);  and in our report  dated March 21,  2000,  we  expressed an
unqualified  opinion  on these  financial  statements,  which  included a "Going
Concern" matter and a potential  litigation issue involving the US Food and Drug
Administration, the outcome of which was uncertain.



RAICH ENDE MALTER LERNER & CO
East Meadow, New York
May 5, 2000
                                        3


<PAGE>



QUEST PRODUCTS CORPORATION
Balance Sheet
March 31, 2000
(Unaudited)





Assets
   Current Assets
     Cash                                                            $ 47,287
     Inventory                                                          7,153
     Prepaid expenses                                                   6,234
                                                                     --------
                                                                       60,674
                                                                     --------

   Investment and Advances - PhaseOut Partners                         85,874

   Furniture and Equipment - at cost - net of accumulated
     depreciation of $38,040                                           35,960

   Deferred Royalties                                                  10,000

   License acquisition cost - net of accumulated
     amortization of $1,058                                            27,942

   Patents - at cost - net of accumulated amortization
     $16,616                                                           32,819

   Security Deposits                                                    3,861
                                                                     --------
                                                                      196,456
                                                                     --------

                                                                     $257,130
                                                                     ========


                                       4

See accompanying notes and accountants' report.


<PAGE>

QUEST PRODUCTS CORPORATION
Balance Sheet
March 31, 2000
(Unaudited)



Liabilities and Shareholders' (Deficit)
   Current Liabilities
     1992 convertible debentures - including
       accrued interest of $8,150                                $    18,150
     Accounts payable                                                487,841
     Accrued officer and director's compensation                     503,142
     Accrued expenses                                                 67,486
                                                                 -----------
                                                                   1,076,619
   Other Liabilities                                             -----------
     Due to former officers and directors                            100,445
                                                                 -----------
   Commitments and Contingencies

   Shareholders' (Deficit)
     Series A  Convertible  Preferred  Stock - par
       value  $.001 - authorized 600,000 shares -
       no shares issued and outstanding
     Series B  Convertible  Preferred  Stock - par
       value  $.001 - authorized 5,000,000 shares -
       no shares issued and outstanding
     Common  Stock - par  value  $.00003  -  authorized
       200,000,000 shares - 198,937,985 shares issued
       and outstanding                                                 5,968
     Capital in excess of par                                      4,551,305
     Accumulated (deficit)                                        (5,477,207)
                                                                 ------------
                                                                    (919,934)
                                                                 ------------
                                                                 $   257,130
                                                                 ============

                                       5

See accompanying notes and accountants' report.


<PAGE>


QUEST PRODUCTS CORPORATION
Statements of Operations
(Unaudited)


<TABLE>
<CAPTION>
                                                             For the Three Months Ended
                                                                      March 31,
                                                          ------------------------------
                                                               2000             1999
                                                          ------------------------------

<S>                                                       <C>              <C>
Sales - net                                               $         882    $         120
Cost of Sales                                                       148               13
                                                          -------------    -------------
                                                                    734              107
                                                          -------------    -------------
Selling Expenses                                                 19,522            8,078
General and Administrative Expenses                             161,789          100,509
                                                          -------------    -------------
                                                                181,311          108,587
                                                          -------------    -------------
(Loss) Before Other Income (Expenses) and
   Equity in Net Income of PhaseOut Partners                   (180,577)        (108,480)
                                                          -------------    -------------
Other Income (Expenses)
   Interest (expense)                                              (716)          (5,412)
                                                          -------------    -------------
(Loss) Before Equity in Net Income of PhaseOut Partners        (181,293)        (113,892)
Equity in Net income of PhaseOut Partners                            --            9,448
                                                          -------------    -------------
Net (Loss)                                                $    (181,293)   $    (104,444)
                                                          =============    =============
Basic and Diluted Net (Loss) Per Share                    $         NIL    $         NIL
                                                          =============    =============
Weighted Average Number of Shares
   Outstanding (to nearest 1,000,000)                     194,000,000        161,000,000
                                                          =============    =============

</TABLE>


                                       6

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION
Statements of Cash Flows
(Unaudited)


<TABLE>
<CAPTION>
                                                        For the Three Months Ended
                                                                 March 31,
                                                        -------------------------
                                                           2000           1999
                                                        -------------------------
<S>                                                     <C>            <C>
Cash Flows from Operating Activities
   Net (loss)                                           $(181,293)     $(104,444)
   Adjustments to reconcile net (loss) to net cash
     (used for) operating activities:
       Depreciation                                         2,527          2,157
       Amortization                                         1,318            760
       Accrued interest                                       716          5,412
       Equity in net income of PhaseOut Partners               --         (9,448)
       (Increase) decrease in:
         Inventories                                          148             14
       Increase (decrease) in:
         Accounts payable                                   2,552         14,125
         Accrued officer compensation                      75,000         75,000
         Accrued expenses                                  (1,434)         5,182
                                                        ---------      ---------

                                                         (100,466)       (11,242)
                                                        ---------      ---------

Cash Flows from Investing Activities
   Acquisition of equipment                               (25,585)            --
                                                        ---------      ---------


Cash Flows from Financing Activities
     Proceeds from issuance of common stock                60,000             --
                                                        ---------      ---------


Net Decrease in Cash                                      (66,051)       (11,242)

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

Cash - end                                              $  47,287      $   1,358
                                                        =========      =========

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

</TABLE>

                                       7

See accompanying notes and accountants' report.

<PAGE>


QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
March 31, 2000



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

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

     In January  2000,  the  Company  informed  SAS that the Joint  Venture  was
     terminated.  In March 2000 the Company  has  instituted  legal  proceedings
     against SAS to recover all monies for which it is entitled  under the joint
     venture agreement, which the Company believes is in excess of $750,000. The
     outcome of litigation cannot be reasonably predicted at this time.

     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 financial statements have been prepared on a going-concern basis, which
     contemplates  the realization of assets and the satisfaction of liabilities
     in the normal course of business over a reasonable length of time.

     The Company has had recurring net operating  losses since its inception and
     has made use of privately-placed debt and equity financing to provide funds
     for operations.  As of March 31, 2000,  current  liabilities exceed current
     assets by $1,015,945.  Those factors,  as well as the Company's  relatively
     recent  entry  into  the  marketplace,  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 improve the  efficiency  of these efforts and to increase  revenues.  In
     addition,  the  Company  is  continuing  its  efforts  to obtain  long-term
     financing through the issuance of long-term debt and equity securities.

                                        8

<PAGE>


QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
March 31, 2000


     The  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  financial  statements of the Company have been
     prepared in  accordance  with the  instructions  to Form 10-Q SB and do not
     include all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In the opinion of
     management,  all  adjustments  (which  consist  only  of  normal  recurring
     adjustments)   necessary  for  a  fair  presentation  have  been  included.
     Operating  results  for the  three  months  ended  March  31,  2000 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2000.  These financial  statements and notes should be read in
     conjunction with the financial statements and notes thereto included in the
     Company's  annual  report on Forms 10-K SB for the year ended  December 31,
     1999.


3.   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.  For the current
     quarter, potentially dilutive securities of approximately 54,000,000 shares
     that related to shares  issuable  upon the exercise of warrants  granted by
     the Company were excluded, as their effect was antidilutive.

     At March 31,  2000,  the  amount  of shares  issuable  on  exercise  of all
     convertible  securities  would  exceed the number of  authorized  shares by
     approximately 68,000,000.


4.   COMMITMENTS AND CONTINGENCIES

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

                                       9


<PAGE>


QUEST PRODUCTS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Unaudited)
March 31, 2000


     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. However, no assurance can be
     given that the FDA will not in the future  continue its  investigation  and
     prohibit the Company from marketing the product,  or invoke other remedies,
     without the Company  complying with medical device status  requirements  of
     the FDC Act.


5.   RELATED PARTY TRANSACTIONS AND ISSUANCES OF EQUITY SECURITIES

     During the quarter ended March 31, 2000 the Company raised $60,000  through
     the  issuance of 3,000,000  shares.  In  addition,  two officers  converted
     $200,000  owed to them into  10,000,000  shares  and a  director  converted
     $31,730 owed to him into 1,600,000 shares.

                                       10


<PAGE>


QUEST PRODUCTS CORPORATION
Item 2 - Management's Discussion and Analysis




                              Results of Operations
                   Three Months Ended March 31, 2000 Compared
                      to Three Months Ended March 31, 1999



The Company incurred a net loss of $181,293 for the three months ended March 31,
2000 as compared to the loss of $104,444  for the three  months  ended March 31,
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 March 31, 2000.

Sales  increased  by $762 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.

Cost  of  sales  increased  by  $135  because  of the  change  in the  Company's
operations as described above.

The increase in the Company's  selling  expenses of $11,444 was  attributable to
expenses incurred in connection with the sunglass program.

                                       11

<PAGE>


QUEST PRODUCTS CORPORATION
Management's Discussion and Analysis


General and  administrative  expenses  increased by  approximately  $61,000 from
$101,000  to  $162,000.   This  increase  is  attributable  to  an  increase  in
professional and consulting fees and other operating expenses.

Interest expense decreased by approximately $4,000 from $5,000 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 March 31, 2000 of  $1,015,495  as
compared to a working capital deficit at December 31, 1999 of $1,105,108. During
the  quarter  ended  March 31,  2000,  the Company  used  $100,466 in  operating
activities  and  $25,585 in  investing  activities  to  purchase  equipment  and
generated $60,000 from financing  activities from the sale of equity securities.
The Company currently has $47,287 in cash.

The  Company  has  historically  funded its cash flow needs  through the sale of
equity securities in private  placements.  The Company has raised $858,700 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.

                                       12

<PAGE>

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

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

        On March 30, 2000, Quest Products Corporation 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

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

Item 6. Exhibits and Reports on Form 8-K

                   None



                                       13

<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:  May 15, 2000

                                                  /S/:__________________________
                                                  Herbert M. Reichlin, President


                                       14