U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 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 Check whether the issuer (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 |_| Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X| The registrant's operating revenues for its most recent fiscal year were $8,834. The number of shares outstanding on December 31, 2002 was 233,038,334 shares of Common Stock, .00003 par value. Continued... The aggregate market value of the voting Common Stock held by non-affiliates (1) of the registrant based on the average of the high and low bid prices ($.01) of the Company's Common Stock, as of December 31, 2002, is approximately $1,927,902 based upon the 192,790,235 shares of Registrant's Common Stock held by non-affiliates. (1) "Affiliates" solely for purposes of this item refers to those persons who, during the three months preceding the filing of this Form 10-KSB were officers or directors of the Company and/or beneficial owners of 5% or more of the Company's outstanding stock. DOCUMENTS INCORPORATED BY REFERENCE NONE Transitional Small Business Disclosure Format: (check one) Yes |_| No |X| QUEST PRODUCTS CORPORATION Form 10-KSB Fiscal Year Ended December 31, 2002 Table of Contents PART I PAGE ---- Item 1. Business 4 - 8 Item 2. Properties 8 Item 3. Legal Proceedings 8 Item 4. Submission of Matters to a Vote of Security Holders 8 PART II Item 5. Market for Company's Common Equity and Related Stockholder Matters 9 - 11 Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 - 14 Item 7. Financial Statements F1 - F18 Item 8. Changes in or Disagreement with Accountants on Accounting and Financial Disclosure 15 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 15 - 16 Item 10. Executive Compensation 17 - 18 Item 11. Security Ownership of Certain Beneficial Owners and Management 18 - 19 Item 12. Certain Relationships and Related Transactions 19 PART IV Item 13. Exhibits and Reports on Form 8-K 20 Item 14. Control and Procedures 21 Signatures 22 Supplemental Information 23 PART 1 Item 1. Business The Private Securities Litigation Reform Act or 1995 provides a safe harbor for forward-looking statements. All statements other than statements of historical fact in this report are forward-looking statements. Such forward-looking statements are based on the current beliefs of management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Quest Products Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: Quest's history of losses; the need to obtain additional financing and the ability to obtain such financing; and uncertainties relating to business and economic conditions in markets in which Quest operates. The words, believe, expect, anticipate, intend and plan and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company Quest Products Corporation (the "Company") was organized as a Delaware Corporation on July 17, 1987 and operated as a development stage company through 1993. The Company has one wholly owned subsidiary, The ProductIncubator.com, Inc., and a majority-owned subsidiary, Wynn Technologies, Inc., through which it intends to identify and bring to the marketplace unique proprietary consumer products. The Company also continues to distribute its patented "Phase-Out" system smoking cessation device (the "PhaseOut device") both domestically and internationally. During 1999, the Company entered into a License Agreement with the holders of a patent for the exclusive worldwide license to make, use and sell inventions related to an adjustable lens product such as sunglasses, ski goggles or diving masks. In June 2000 the Company entered into a comprehensive agreement with Opsales and its President and Vice President, Sidney and Dean Friedman, to manufacture and distribute the Company's rotatable variable polarized lenses to be used in the Company's new sunglass product, Rainbow Shades(TM). In January 2001, the Company made its final selection of frame designs for its Rainbow Shades(TM) sunglasses. The initial line of Rainbow Shades(TM) sunglasses consists of three separate frames created and designed in Italy. The Rainbow Shades(TM) sunglasses feature Quest's patented and revolutionary new lens system which allows the wearer to select up to three different lens colors by simply moving a slider on the frame. The slider causes the lens to rotate which, in turn, changes the lens color. With the Rainbow Shades(TM) sunglasses, there is no need to remove or replace the lens. During 2000, the Company acquired the rights to and developed a multi-account card system which will allow a subscribing card holder to access all of their Credit card, Debit card, frequent flyer, telephone calling card and other membership accounts by using one plastic "smart" credit card which will be commercialized and marketed under the name "BIG1CARD"(TM). On March 1, 2001, the Company signed a five-year Consulting Agreement with Alex W. Hart to serve as a Special Consultant to the Company on the development and commercialization of the Company's patented Big1Card(TM) technology. Quest, through its subsidiary, Wynn Technologies, Inc., owns all rights to the Big1Card(TM) patent, U. S. Patent No. 5,859,419. Mr. Hart's duties will be to use his best efforts to locate and approach appropriate organizations to participate in the Company's Big1Card(TM) SmartCard project. This will include introducing the Company and assisting in completing agreements with all such organizations. 4 The PhaseOut Device The PHASEOUT device is a simple, easy to use, mechanical, light-weight instrument that allows the smoker to continue to smoke their preferred brand of cigarettes and at the same time, gradually and sequentially reduce their nicotine intake by over 80%. This weaning process is the same type of detoxification methodology that has proven successful with many other addictive substances. Once the smoker has been weaned, their chances to quit for good are greatly enhanced. PHASEOUT's weaning methodology has an important additional psychological benefit for all smokers. It allows the smoker to continue to smoke their preferred brand until they are ready to quit. Of course, to achieve these results under normal smoking conditions, smokers must avoid compensatory practices, such as smoking more cigarettes and blocking the ventilation holes created by the PHASEOUT device. The PHASEOUT system works without the use of any drugs, chemicals or attachments. The average retail price to consumers is approximately $20 plus shipping and handling. The Company is currently having the product manufactured by one vendor in South Korea. This source of supply should be able to produce all future PhaseOut units required for sale. How PhaseOut Works A smoker inserts their entire unopened pack of cigarettes (filtered or unfiltered - soft pack or box) into the PHASEOUT device. With a simple press and release that takes just seconds, PHASEOUT processes all of the cigarettes within the pack. The device strategically creates from one to four microfine perforations in the lip end of each cigarette. These perforations filter and ventilate the smoke drawn through the cigarette, thereby reducing the amount of nicotine and other toxins inhaled by the smoker. One miniature filter (perforation) is created in Phase one, filtering out up to 26% of the nicotine, and similar amounts of other toxins such as carbon monoxide and tar. Additional perforations are created as the smoker proceeds through each of the four Phases. With each additional perforation there is a progressive reduction of nicotine and other harmful substances based upon controlled laboratory studies. By Phase IV, 80.7% of the nicotine, 91.6% of the tar, 89.2% of carbon monoxide and 90% of all other tobacco constituents (Total Particulate Matter) have been eliminated. As discussed above, these reductions under normal smoking conditions depend upon proper use of the product and the treated cigarettes by smokers. The suggested period on each phase is two weeks (eight week total), however, smokers can tailor the program to their own individual liking and proceed at their own pace, under their own timetable. The smoker is in control. There is no pressure, no fear of failure. Importantly, any change in the taste, flavor or draw of the cigarette is lessened as the smoker proceeds through the program due to the gradual transition from phase to phase. In the United States, there are currently reported to be in excess of 46 million smokers and worldwide the number of smokers is estimated to exceed 1 billion. 5 Patents The United States Patent Office has issued two patents for the PhaseOut System (Patent Number 4,231,378 issued November 4, 1980 and Patent number 5,218,976 issued June 15, 1993). The Company has received patents in China, Taiwan and Japan. Marketing We are currently developing a multifaceted strategy to reinvigorate the sales of PhaseOut. We sell PhaseOut on our website, and we intend to develop brand recognition through a targeted international/domestic advertising program. New Products: Sunglasses In October 1999, the Company successfully completed development of adjustable polarized sunglasses, which allow the wearer to change the color of the sunglass lenses to a variety of colors without changing the lenses or altering the frame. The Company will strive to begin worldwide distribution during 2004; however, that will depend upon its ability to raise the cash necessary to complete the molds and purchase materials. In addition, on October 31, 1999 the Company entered into a license agreement with the owner of a patented technology as it pertains to eyewear. Under the agreement, the licensor grants under the provisions of his patent the exclusive license to make, use, and sell the patented inventions through all channels of distribution and to otherwise practice the patent on an exclusive basis to the exclusion of the entire world, including the inventor. The patent licensed hereunder relates to an adjustable glasses product including but not limited to sunglasses, ski goggles and diving masks. The territory covered by the patent is the World. In consideration for this license granted to the Company, the licensor will receive royalty payments based on the number of glasses sold. A $10,000 advance royalty was paid up on signing of the contract. Also, in consideration for this license being granted to the Company, the licensor received warrants to purchase 1,000,000 shares of the Company's Common Stock. The Company will continue to add new technology to the patent in relating to design and function. In connection with the abovementioned License Agreement, in June 2000 the Company entered into a comprehensive agreement with Opsales and its President and Vice President, Sidney and Dean Friedman, to manufacture and distribute the Company's rotatable, variable polarized lenses to be used in the Company's new sunglass product, Rainbow Shades(TM). In January 2001, the Company made its final selection of frame designs for its sunglasses. The initial line of sunglasses consists of three separate frames created and designed in Italy. The sunglasses feature Quest's patented and revolutionary new lens system which allows the wearer to select up to three different lens colors by simply moving a slider on the frame. The slider causes the lens to rotate which, in turn, changes the lens color. With these sunglasses, there is no need to remove or replace the lens. Opsales has also agreed to introduce us to all suppliers that would be necessary for the completion of all sunglass products. 6 Research and Development expenses for the sunglass product were approximately $63,000 and $89,000 in 2002 and 2001, respectively. Big1Card(TM) During 2000, the Company acquired the rights to and developed a multi-account card system which will allow a subscribing card holder to access all of their Credit card, Debit card, frequent flyer, telephone calling card and other membership accounts by using one plastic "smart" credit card which will be commercialized and marketed under the name "BIG1CARD"(TM). The multiple account card system is protected by United States Patent No. 5,859,419, which was obtained by the system's inventor, Sol H. Wynn. As part of the BIG1CARD(TM), the Company formed a new corporation in March 2000 named Wynn Technologies Inc. ("Wynn Tech"), which has now acquired all right, title and interest to the Wynn patent. Therefore, Wynn Technologies Inc. now has the exclusive rights in the United States to make, use, offer and sell this new multi-account card system. Wynn Tech is owned 65% by Quest Products Corporation and 35% by Mr. Wynn. The Company's 65% interest is subject to the resolution of certain contingencies. Accordingly, the Company is not currently consolidating this subsidiary. On March 1, 2001, the Company signed a five-year Consulting Agreement with Alex W. Hart to serve as a Special Consultant to the Company on the development and commercialization of Wynn Technologies, Inc.'s patented Big1Card(TM) technology. The five-year Consulting Agreement called for Mr. Hart to receive options to purchase 5 million shares of the Company's stock, which can be exercised at any time during the five-year Agreement, either on a cash or cashless basis. Two million options have been issued at $.10; 1 million options issued at $.15; 1 million options at $.20; and 1 million options at $.30. The fair value of these options is being amortized over the life of the consulting agreement. Quest, through its unconsolidated subsidiary, Wynn Technologies, Inc., owns all rights to the Big1Card(TM) patent, U. S. Patent No. 5,859,419. Mr. Hart's duties will be to use his best efforts to locate and approach appropriate organizations to participate in the Company's Big1Card(TM) project. This will include introducing the Company and assisting in completing agreements with all such organizations. During 2001 and 2002, Quest received official notices from the United States Patent and Trademark Office that the Company's applications to add 28 additional claims to its multi-account credit card system patent will be allowed. In light of this favorable action of the Patent Office on the Company's applications, the original 7 patent claims will be enlarged to a total of 35 claims. Research and Development expenses for the Big1Card(TM) were approximately $90,000 and $109,000 in 2002 and 2001 respectively. 7 Competition The Company competes with numerous products and techniques designed to aid smokers to stop smoking. Many of the companies promoting these products have been in existence for longer periods of time, are better established than the Company, have financial resources substantially greater than the Company and have more extensive facilities than those which now or in the foreseeable future will become available to the Company. In addition, other firms may enter into competition with the Company in the near future. One type of significant competitive product is the nicotine patch, which requires a prescription by licensed physicians for treatment of nicotine withdrawal. This appears to be the quit smoking method that is now most commonly prescribed. Employees At the present time, the Company has four employees, including the Company's two officers and directors and two administrative and secretarial personnel. Item 2. Properties The Company leases approximately 2,600 square feet of office space at 6900 Jericho Turnpike, Syosset, New York 11791. Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders None 8 Item 5. Market for Company's Common Equity and Related Stockholder Matters (a) Market information - The principal U.S. market in which the Company's Common Shares ($.00003 par value) were tradable is in the over-the-counter market. The OTC Bulletin Board symbol for the Company's Common Stock is "QPRC". The following table sets forth the range of high and low bid quotes of the Company's Common Stock per quarter as provided by the National Quotation Bureau (which reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions). Bid Price --------- Period High Low ------ ---- --- Quarter Ended March 31, 2001 .153 .040 Quarter Ended June 30, 2001 .115 .030 Quarter Ended September 30, 2001 .050 .030 Quarter Ended December 31, 2001 .050 .030 Quarter Ended March 31, 2002 .080 .020 Quarter Ended June 30, 2002 .060 .020 Quarter Ended September 30, 2002 .020 .010 Quarter Ended December 31, 2002 .010 .010 (b) Holders -- As of December 31, 2002, the approximate number of the Company's shareholders was 7,200. c) Dividends -- The Company has not paid or declared any dividends upon its Common Stock since its inception and, by reason of its present financial status and its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future. 9 Recent Sales of Unregistered Securities During the year ended December 31, 2002, we made the following sales of unregistered securities: Consideration Received and If Option, Warrant Description of Underwriting or Convertible or Other Discounts to Exemption from Security, Terms of Date of Type of Number Market Price Afforded to Registration Exercise or Sale Security Sold Purchasers Claimed Conversion ---- -------- ---- ---------- ------- ---------- 3/14/02 2 3,500,000 Warrants issued to Directors in 4(2) Exercisable through connection with Board services. No February 28, 2005 at cash consideration received until an exercise price of exercise. $.143 per share. 3/14/02 2 3,500,000 Warrants issued to Directors in 4(2) Exercisable through connection with Board services. No February 28, 2006 at cash consideration received until an exercise price of exercise. $.09 per share. 3/14/02 2 3,500,000 Warrants issued to Directors in 4(2) connection with Board services. Exercisable through No cash consideration received February 28, 2007 at until exercise. an exercise price of $.03 per share. 3/15/02 2 2,000,000 Warrants issued in connection 4(2) with private placement. No cash Exercisable through consideration received until March 15, 2005 at an exercise. exercise price of $.02 per share. 4/2/02 1 133,333 Common Stock issued pursuant to 4(2) Not Applicable conversion of Warrants issued February 15, 1999. The Common Stock was issued at $0.01 per share. We received proceeds of $1,333. 10 8/12/02 1 700,000 Common Stock issued pursuant to 4(2) Not Applicable July 31, 2002 Consulting Agreement. The common stock was issued at $0.02 per share. We received consulting services valued at $14,000. 11/11/02 2 15,000,000 Warrants issued to Directors in 4(2) Exercisable through connection with Board Services. December 1, 2005 at No cash consideration received an exercise price of until exercise. $.03 per share. (1) Common Stock (2) Warrants 11 Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company incurred a net loss of $846,171 and $898,013 for the years ended December 31, 2002 and 2001 respectively. Sales decreased by $13,289 from $22,123 in 2001 to $8,834 in 2002 as a result of a decrease in international sales. The Company's sales continue to be primarily generated via e-commerce. The Company sold 358 units in 2002 at an average price of approximately $20 per unit plus shipping and handling and 2,016 PhaseOut units in 2001 at an average price of approximately $10 per unit plus shipping and handling. The average cost per unit sold in 2002 and 2001 remained $1.61. Research and development expenses incurred by the Company decreased by $45,871 from $198,607 in 2001 to $152,736 in 2002. This decrease is primarily attributable to an approximately $27,000 decrease in product development costs as it relates to the Company's sunglass product, and an approximately $19,000 decrease in expenses related to the Company's SmartCard product. Selling expenses incurred by the Company decreased by $6,671 from $39,551 in 2001 to $32,880 in 2002. This decrease is primarily due to a decrease in travel-related expenses. General and administrative expenses incurred by the Company decreased by $62,119 from $608,944 in 2001 to $546,825 in 2002. This decrease is attributable to a decrease in salaries, consulting fees and rent, net of sublease income. Interest expense increased by $6,620 from $9,472 in 2001 to $16,092 in 2002 due to interest on loans from shareholders received during 2002. During 2002, the Company wrote down excess inventory of $23,570 and considered the PhaseOut patent to be impaired by $12,349. In addition, the Company considered the assets related to the sunglass project to be impaired by $35,097. 12 Liquidity and Capital Resources Cash of $115,830 was used for operations for 2002 as compared to $340,248 used in 2001. Cash decreased during the year by $34,497. The Company's working capital deficiency increased primarily due to accrued officers compensation and loans from shareholders. Working capital and current ratios were: December 31, December 31, 2002 2001 ---- ---- Working capital (deficiency) $(1,745,420) $(1,163,004) Current ratios 0.002:1 0.05:1 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. Through December 31, 2002, the Company received $1,151,700 of financing under the same terms offered to the Directors and Officers. There is no assurance that the Company will be able to obtain additional financing. In October 1999, the Company successfully completed development of adjustable polarized sunglasses which allow the wearer to change the color of the sunglass lenses to a variety of colors without changing the lenses or altering the frame. Cash paid for further research and development expenditures related to the sunglass project is not expected to exceed $50,000 during 2003. During 2000, the Company acquired the rights to and developed a multi-account card system which will allow a subscribing card holder to access all of their Credit card, Debit card, frequent flyer, telephone calling card and other membership accounts by using one plastic "smart" credit card which will be commercialized and marketed under the name "BIG1CARD"(TM). On March 1, 2001, the Company signed a five-year Consulting Agreement with Alex W. Hart to serve as a Special Consultant to the Company on the development and commercialization of the Company's patented Big1Card(TM) technology. Quest, through its unconsolidated subsidiary, Wynn Technologies, Inc., subject to the resolution of certain contingencies, owns all rights to the Big 1Card(TM) patent, U. S. Patent No. 5,859,419. Mr. Hart's duties will be to use his best efforts to locate and approach appropriate organizations to participate in the Company's Big1Card(TM) SmartCard project. This will include introducing the Company and assisting in completing agreements with all such organizations. The Company believes the issuance of the enhanced patent on the Big1Card will give it the ability to raise additional funds through revenue, debt or equity financing, which, in turn will enable it to expand and refine its marketing efforts to improve the efficiency of these efforts and to increase revenues for its other products. 13 In January and June 2001, the Company filed a reissue application to significantly broaden its patent rights for its multi-account credit card system. During 2001 and 2002, the Company received official notices from the United States Patent and Trademark Office that the Company's applications to add 28 additional claims to its multi-account credit card system patent will be allowed. In light of these favorable actions of the Patent Office on the Company's applications, the original 7 patent claims will be enlarged to a total of 35 claims. The Company's management believes the Patent Office action allowing these additional 28 claims significantly broadens and strengthens the Company's patent and materially increases its value in the marketplace. The new claims allowed by the Patent Office, when combined with the original claims, make it extremely unlikely that a competitor will be able to design around or otherwise circumvent the Company's patent in launching a smart card multi-account credit card system and best insures that no one else in the United States will be able to commercialize a multi-account credit card system without obtaining license rights from the Company. The Company's patent which has a 1995 priority date is, to their knowledge, the only U.S. patent which covers a multi-account credit card system employing a processing chip and on-board memory. In addition, Quest Products Corporation is in the process of contacting corporations in order to apply the Company's patented multi-account credit card system to the myriad of security issues facing Government and industry. Cash paid for further research and development expenditures related to the Big1Card(TM) smart card project in 2003 is not expected to exceed $25,000. Item 7. Financial Statements 14 QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Table of Contents Page Independent Auditors' Report F-1 Consolidated Financial Statements Consolidated Balance Sheet F-2 - F-3 December 31, 2002 Consolidated Statements of Operations For the Years Ended December 31, 2002 and 2001 F-4 - F-5 Consolidated Statements of Changes in Shareholders' (Deficit) For the Years Ended December 31, 2002 and 2001 F-6 Consolidated Statements of Cash Flows For the Years Ended December 31, 2002 and 2001 F-7 - F-8 Notes to Consolidated Financial Statements F-9 - F-18 Independent Auditors' Report To the Board of Directors and Shareholders Quest Products Corporation and Subsidiaries We have audited the accompanying consolidated balance sheet of Quest Products Corporation and Subsidiaries as of December 31, 2002 and the related consolidated statements of operations, shareholders' (deficit), and cash flows for the years ended December 31, 2002 and 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Quest Products Corporation and Subsidiaries as of December 31, 2002 and the results of its operations and its cash flows for the years ended December 31, 2002 and 2001 in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had recurring net operating losses since its inception, has relied upon debt and equity financing to provide funds for operations and, as of December 31, 2002 current liabilities exceed current assets by $1,745,420. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. RAICH ENDE MALTER & CO. LLP East Meadow, New York April 11, 2003 - F1 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet December 31, 2002 Assets Current Assets Cash $ 1,147 Inventory 1,624 Prepaid expenses 474 ------- 3,245 ------- Investment in Unconsolidated Subsidiary 1,595 Furniture and Equipment - at cost - net of accumulated depreciation of $63,665 8,308 License - net of accumulated amortization of $7,903 1,000 Patents - net of accumulated amortization of $27,086 10,000 Security Deposits 405 ------- 21,308 ------- $24,553 ======= See notes to consolidated financial statements. - F2 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet December 31, 2002 Liabilities and Shareholders' (Deficit) Current Liabilities 1992 convertible debentures - including accrued interest of $10,900 $ 20,900 Accounts payable 270,167 Due to Officers and Directors 1,176,580 Loans from shareholders-including accrued interest of $23,564 203,564 Accrued expenses and other current liabilities 77,454 ----------- 1,748,665 ----------- Deferred Rent Payable 5,345 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 - 233,038,334 shares issued and outstanding 6,991 Capital in excess of par 6,000,083 Accumulated (deficit) (7,736,531) ----------- (1,729,457) ----------- $ 24,553 =========== See notes to consolidated financial statements. - F3 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations Page 1 of 2 For the Years Ended December 31, 2002 2001 --------- --------- Sales - net $ 8,834 $ 22,123 Cost of Sales 1,292 4,398 --------- --------- 7,542 17,725 --------- --------- Research and Development Expenses 152,736 198,607 Selling Expenses 32,880 39,551 General and Administrative Expenses 546,825 608,944 --------- --------- 732,441 847,102 --------- --------- (Loss) Before Other Income (Expenses) (724,899) (829,377) --------- --------- Other Income (Expenses) Write-down of excess inventory (23,570) -- Impairment of patent cost (12,349) -- Impairment of other assets (35,097) -- Write-off of deferred registration costs -- (25,000) Write-off of discount on debt (34,000) (34,000) Interest (expense) (16,092) (9,472) Loss on investment in unconsolidated subsidiary (164) (164) --------- --------- (121,272) (68,636) --------- --------- Net (Loss) $(846,171) $(898,013) ========= ========= See notes to consolidated financial statements. - F4 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations Page 2 of 2 Net (Loss) per Share: Basic and Diluted: -0- -0- =========== =========== Weighted Average Number of Shares Outstanding (to nearest 1,000,000) 232,000,000 228,000,000 =========== =========== See notes to consolidated financial statements. - F5 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders' (Deficit) For the Years Ended December 31, 2002 and 2001 Number of Common Stock Amount Capital in Shares $.00003 Excess of Accumulated (Post-Split) Par Value Par Value (Deficit) Total ---------------------------------------------------------------------------- Balance - December 31, 2000 223,005,001 6,690 5,397,026 (5,992,347) (588,631) Proceeds from exercise of warrants 8,200,000 246 236,754 -- 237,000 Warrants issued in settlement of debt -- -- 34,000 -- 34,000 Compensation due to warrants -- -- 131,725 -- 131,725 Net (loss) -- -- -- (898,013) (898,013) ----------- ------- ---------- ----------- ----------- Balance - December 31, 2001 231,205,001 $ 6,936 $5,799,505 $(6,890,360) $(1,083,919) Proceeds from exercise of warrants 133,333 4 1,329 1,333 Warrants issued for services -- -- 146,300 146,300 Warrants issued in settlement of debt -- 34,000 34,000 Stock issued for services 700,000 21 13,979 14,000 Warrants converted to common stock 1,000,000 30 4,970 5,000 Net (loss) -- -- -- (846,171) (846,171) Balance - December 31, 2002 233,038,334 $ 6,991 $6,000,083 $(7,736,531) $ 1,729,457) =========== ======= ========== =========== =========== See notes to consolidated financial statements. - F6 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Page 1 of 2 For the Years Ended ------------------- December 31, 2002 2001 ------------------------- Cash Flows from Operating Activities Net (loss) $(846,171) $(898,013) Adjustments to reconcile net (loss) to net cash (used for) operating activities: Depreciation 7,576 10,592 Amortization 7,591 5,720 Warrants issued for compensation 146,300 131,725 Common stock issued for compensation 14,000 -- Write-down of excess inventory 23,570 -- Impairment of patent costs 12,349 -- Impairment of other assets 35,097 -- Write-off of deferred registration costs -- 25,000 Write-off of discount on debt 34,000 34,000 Accrued interest 16,092 9,472 Equity in net loss of subsidiary 164 164 (Increase) decrease in: Inventories 576 3,246 Prepaid expenses 2,792 12,069 Deferred rent payable 5,345 Increase (decrease) in: Accounts payable 36,936 9,663 Accrued officer compensation 337,022 291,114 Accrued expenses 50,931 25,000 --------- --------- (115,830) (340,248) --------- --------- Cash Flows from Financing Activities Proceeds from issuance of common stock 1,333 -- Proceeds from exercise of warrants -- 237,000 Proceeds on loans from shareholders 80,000 100,000 --------- --------- 81,333 337,000 --------- --------- See notes to consolidated financial statements. - F7 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Page 2 of 2 For the Years Ended ------------------- December 31 ----------- 2002 2001 ----------------------- Net Decrease in Cash $(34,497) $ (3,248) Cash - beginning 35,644 38,892 -------- -------- Cash - end $ 1,147 $ 35,644 ======== ======== Supplemental Disclosures Non-cash Investing and Financing Transactions: Warrants issued to acquire assets $ 5,000 $ -- -------- -------- See notes to consolidated financial statements. - F8 - QUEST PRODUCTS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2002 1 - The Company Quest Products Corporation (the "Company") was organized as a Delaware Corporation on July 17, 1987 and operated as a development stage company through 1993. The Company has one wholly owned subsidiary, The ProductIncubator.com, Inc and a majority-owned subsidiary, Wynn Technologies, Inc., through which it intends to identify and bring to the marketplace unique proprietary products. Rainbow Shades, Inc., also a wholly - owned subsidiary, was dissolved during 2002. The Company continues to distribute its patented "Phase-Out" system smoking cessation device (the "PhaseOut device") both domestically and internationally. During 1999, the Company entered into a License Agreement with the holders of a patent for the exclusive worldwide license to make, use and sell inventions related to an adjustable lens product such as sunglasses, ski goggles or diving masks. See Note 5. During 2000, the Company acquired the rights to and developed a multi-account card system which will allow a subscribing card holder to access all of their Credit card, Debit card, frequent flyer, telephone calling card and other membership accounts by using one plastic "smart" credit card which will be commercialized and marketed under the name "BIG1CARD"(TM). See Note 6. 2 - Summary of Significant Accounting Policies a. Principles of Consolidation - The consolidated financial statements include the accounts of Quest Products Corporation and its wholly owned subsidiaries after elimination of all inter-company accounts and transactions. b. Cash and Cash Equivalents - The Company considers all short-term, highly liquid investments with maturities of three months or less at the date of their acquisition to be cash equivalents. These balances are maintained at a high quality financial institution. At times, these balances are in excess of FDIC insurance limits. c. Inventory - Inventory is valued at cost (on a first-in, first-out basis) which is not in excess of market value. Inventory is comprised entirely of finished goods. d. Furniture and Equipment - Furniture and equipment are carried at cost. Depreciation is computed using the straight-line and accelerated methods over the estimated useful lives (three to seven years) of the assets. - F9 - e. Long-lived Assets Including Goodwill and Other Acquired Intangible Assets - The Company's policy is to review furniture and equipment and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A review for impairment includes comparing the carrying value of an asset to an estimate of the undiscounted net future cash inflows over the life of the asset. An asset is considered impaired when the carrying value exceeds the calculation of the undiscounted net future cash inflows or fair market value. An impairment loss is defined as the amount of the excess of the carrying value over the fair market value of the asset. The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, in the first quarter of 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that they may be impaired. SFAS No. 142 also requires that intangible assets with definite lives be amortized over their estimated useful lives and reviewed for impairment. The review for impairment is done in accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. On November 11, 2002 the Board of Directors decided that, until the Company begins to generate revenue from other sources, not to put additional marketing effort into both the PhaseOut and the sunglass projects. As such, the Company has determined that the value of the PhaseOut patent, the deferred royalties and the License related to the sunglass project were impaired and were written down to their fair values based on the future cash flows expected from the PhaseOut device and the estimated fair value of the License. The estimated amortization expense for the PhaseOut patent is $5,000 per year for 2003 and 2004. f. Stock-Based Compensation: Employees - When stock based compensation is issued to employees and directors, in connection with their services as directors, Statement of Financial Accounting Standards ("SFAS") No. 123 Accounting for Stock-Based Compensation, encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees. APB No. 25 requires no recognition of compensation expense for the stock-based compensation arrangements provided by the Company where the exercise price is equal to or greater than the market price at the date of the grants. Non-Employees - When stock based compensation is issued to non-employees, the Company records these transactions at the fair market value of the equity instruments issued or the goods or services received, whichever is more reliably measurable. - F10 - g. 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 2002 and 2001, potentially dilutive securities that related to shares issuable upon the exercise of stock options granted by the Company totaling 3,550,000 and 11,461,458 respectively were excluded, as their effect was antidilutive. See Note 8. h. Advertising - The Company expenses the cost of advertising as incurred. Advertising expense was approximately $2,000 in both 2002 and 2001. i. Revenue Recognition - The Company's customers include end users, retailers and distributors. Revenue, less reserves for returns, is recognized upon shipment to the customer. j. Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. k. Shipping and Handling Fees and Costs - The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with both inbound and outbound freight are included in cost of sales. l. Reclassification - Certain amounts from prior years have been restated to conform to the current year's presentation. These reclassifications have no effect on the previously reported loss. 3 - Status of the Company 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 December 31, 2002, current liabilities exceeded current assets by $1,745,420. Those factors create an uncertainty about the Company's ability to continue as a going concern. The Company believes the issuance of the enhanced patent on the Big1Card will give it the ability to raise additional funds through revenue, debt or equity financing, which, in turn will enable it to expand and refine its marketing efforts to improve the efficiency of these efforts and to increase revenues for its other products. 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. - F11 - 4 - Sunglass Product Agreements License Agreement -- During 1999, the Company entered into a License Agreement with the holders of a patent for the exclusive worldwide license to make, use and sell inventions related to an adjustable lens product such as sunglasses, ski goggles or diving masks. Under this Agreement, in July 2000 the Company issued warrants to purchase 1,000,000 shares of stock at $.0275 per share. The Company estimated the fair value of these warrants to be $29,000 and has recorded this License Acquisition Cost as a long-term asset on its balance sheet. In March 2001, the Company amended this License Agreement to extend its terms. As compensation, the Company agreed to allow the holders of the patent to exercise their warrants at no cost. The value of this amendment, added to the License Acquisition Cost, was the excess of the fair value of the stock issued over the fair value (using the Black-Scholes option pricing method) of the warrants cancelled. These acquisition costs are being amortized using the straight-line method over the remaining life of the Agreement. The life of the Agreement is based on the remaining life of the Patent which, at acquisition date, had 13 years remaining. Pursuant to the License Agreement, the Company is subject to annual minimum royalty payments of $25,000, commencing from the date of the first commercial sale of any product covered by the License Agreement. The Company paid $10,000, which will be used to offset future royalty payments due. As stated in Note 1e above, the Company has determined that the value of the deferred royalties and the License related to the sunglass project were impaired and were written down to their fair values based on the estimated fair value of the License. Consulting and Representation Agreement -- In June 2000 the Company entered into a comprehensive agreement with Opsales and its President and Vice President, Sidney and Dean Friedman, to manufacture and distribute the Company's rotatable, variable polarized lenses to be used in the Company's new sunglass product. Under this Agreement, Opsales and its President and Vice President will provide consultation and expertise in the developing, manufacturing and distributing of its sunglass product in the United States and abroad. In exchange, the Company paid a one-time fee of $2,500 each to Sidney and Dean Friedman in June 2000 and paid $1,000 per month each through January 2002. The Company also issued options to purchase 1,000,000 shares each of the Company's stock at $.09 per share expiring June 30, 2003. The Company is recognizing compensation for the fair value of these options over the term of the agreement. 5 - BIG1CARD(TM) Agreements Wynn Technologies Inc. During 2000, the Company developed a multi-account card system which will allow a subscribing card holder to access all of their Credit card, Debit card, frequent flyer, telephone calling card and other membership accounts by using one plastic "smart" credit card which will be commercialized and marketed under the name "BIG1CARD"(TM). The multiple account card system is protected by United States Patent No. 5,859,419, which was obtained by the system's inventor, Sol H. Wynn ("Wynn"). As part of the BIG1CARD(TM), a new corporation formed by the Company, named Wynn Technologies Inc. ("Wynn Tech"), has now acquired all right, title and interest to the Wynn patent. Therefore, Wynn Tech has the exclusive rights in the United States to - F12 - make, use, offer and sell this new multi-account card system. Wynn Tech is owned 65% by Quest Products Corporation and 35% by Wynn. The Company's 65% interest is subject to the resolution of certain contingencies. Accordingly, the Company is not currently consolidating this subsidiary. The Company also applied for additional patents to further enhance BIG1CARD(TM) technology. Under an agreement, Wynn shall be entitled to receive 2% of the gross revenues of Wynn Tech and other compensation as certain milestones are achieved. Upon Wynn Tech achieving cumulative gross revenues of $10,000,000, Wynn shall receive options to purchase 5,000,000 shares of the Company's stock at $.07 per share. Upon Wynn Tech achieving cumulative gross revenues of $30,000,000, Wynn shall receive options to purchase 10,000,000 shares of the Company's stock at $.10 per share. Upon Wynn Tech achieving cumulative gross revenues of $100,000,000, Wynn shall be entitled to one seat on the Company's Board. Upon Wynn Tech achieving cumulative gross revenues of $200,000,000, Wynn shall be entitled to lead a design-engineering center in California, which shall be financed by Wynn Tech. The Company issued options to purchase 5,000,000 shares of Quest stock at $.05 per share to Wynn in exchange for a 65% interest in Wynn Tech which owns the patent covering the Big1Card(TM) technology. Since Wynn is considered a "promoter," the patent contributed to Wynn Tech was valued at his historical cost of $3,000. The Company has not included Wynn Tech in its consolidated financial statement since there are significant contingencies related to the control of Wynn Tech. The Company accounts for its investment in Wynn Tech under the equity method whereby the investment account is increased for contributions by the Company plus its 65% share of the income and reduced for distributions and its 65% share of any losses incurred by Wynn Tech without restriction and regardless of whether the investment balance goes below zero. Following are condensed unaudited financial data of Wynn Technologies, Inc.: As of December 31, 2001 Patent, net of accumulated amortization of $252 $ 2,748 ------- Shareholders' Equity $ 2,748 ------- For the Year ended December 31, 2001 Net Loss $ (164) ------- As of December 31, 2002 Patent, net of accumulated amortization of $416 $ 2,584 ------- Shareholders' Equity $ 2,584 ------- For the Year ended December 31, 2002 Net Loss $ (164) ------- - F13 - Consulting Agreement. On March 1, 2001, the Company signed a five-year Consulting Agreement with Alex W. Hart to serve as a Special Consultant to the Company on the development and commercialization of the Company's patented Big1Card(TM) technology. Mr. Hart's duties will be to use his best efforts to locate and approach appropriate organizations to participate in the Company's Big1Card(TM) SmartCard project. This will include introducing the Company and assisting in completing agreements with all such organizations. The five-year Consulting Agreement calls for Mr. Hart to receive options to purchase 5 million shares of the Company's stock, which can be exercised at any time during the five-year Agreement, either on a cash or cashless basis. Two million options will be issued at $.10; 1 million options will be issued at $.15; 1 million options at $.20; and 1 million options at $.30. 6 - Domain Investments Inc. Equity Financing Agreement In connection with the November 2, 2000 investment agreement with Domain Investments, Inc., the Company decided, on July 31, 2002, not to file an SB2 registration, which accordingly, terminated this agreement. 7 - Tribe Communications, Inc. Consulting Agreement On July 31, 2002, the Company entered into a six-month consulting agreement with Tribe Communications, Inc., an investment banking firm specializing in web casting, exposure, corporate consulting and finance. Tribe was to provide guidance and assistance in raising awareness, educating potential investors, retail support and capital formation. The Company issued 700,000 shares to Tribe upon the execution of this agreement. Additional compensation is dependent upon Tribe's assistance in raising capital for the Company. Such compensation could aggregate $125,000 in stock or cash, plus 5% of the total investment received by the Company. The consulting agreement expired on January 31, 2003. 8 - Warrants and Convertible Debentures The pro forma information required by SFAS 123 regarding net income and earnings per share has been presented as if the Company had accounted for its warrants under the fair value method. The fair value of each warrant is estimated on the date of the warrant grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2002 2001 ------- ------- Assumptions: Expected life of warrants 4 years 5 years Risk free interest rate 5.0% 6.0% Volatility of stock 186% 188% Expected dividend yield -- -- - F14 - The weighted average grant date fair value of the warrants granted to employees and board members during 2002 and 2001 was $884,733 and $0, respectively. Had the fair value of the warrants been amortized to expense over the related service period, the pro forma impact on earnings of the stock-based compensation for the warrants under the provision would have been as follows: 2002 2001 ----------- --------- Net (Loss): As reported $ (846,171) $(898,013) Pro forma $(1,146,127) $(925,013) Earnings Per Share: As reported $ -0- $ -0- Pro forma $ (.01) $ (.01) In accordance with SFAS 123, the weighted average fair value of warrants is required to be based on a theoretical statistical model using the preceding assumptions. In actuality, the Company's warrants do not trade on a secondary exchange and, therefore, the employees and directors cannot derive any benefit from holding the warrants under these plans without an increase in the market price of Company stock. Such an increase in stock price would benefit all shareholders commensurately. a. Warrants -Presented below is a summary of warrant activity for the years shown: All warrants are immediately exercisable upon grant. Weighted Average Warrants Exercise Price ------------------------------ Balance - December 31, 2000 78,727,284 0.04 Granted 5,500,000 0.16 Exercised (8,200,000) 0.03 Expired (1,500,000) 0.06 ----------- Balance - December 31, 2001 74,527,284 0.05 Granted 28,500,000 0.05 Exercised (1,633,333) 0.04 Expired (15,500,000) 0.03 ----------- Balance - December 31, 2002 85,893,951 0.06 =========== - F15 - The following table summarizes information for warrants currently outstanding and exercisable at December 31, 2002: Warrants Outstanding ------------------------------------------------------------------ Range of Weighted Average Weighted Average Prices Number Remaining Life Exercise Price ----------- ------------------------------------------------------------------ $ 0.01 -.0.03 8,916,667 1 year 0.02 0.03 -.0.04 19,500,000 3 years 0.03 0.05 - 0.09 48,977,284 2 years 0.05 0.10 - above 8,500,000 3 years 0.16 ----------- $ 0.01 - 0.09 85,893,951 2 years 0.06 =========== b. 1992 Convertible Debentures - In 1992, the Company initiated a series of private placement offerings of two and three-year Subordinated Convertible Debentures with an annual interest rate of 10% and with variable conversion rates (ranging from $.05 to $.10 per share). These offerings raised a total of $117,500. The Company is in default on interest payments and is in violation of covenants. Of the original $117,500 raised, $107,500 has been paid back or converted into stock. As of December 31, 2002, $10,000 of principal and $10,900 of interest remain unpaid or unconverted on these debentures. c. Authorized Shares - During 2000, the Company increased the number of its authorized shares of capital stock to 390,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. 9 - Related Party Transactions a. Loans from Related Parties - During 2001, the Company received loans from Shareholders in the amount of $100,000. The loans are payable on demand plus accrued interest at 10% per annum. In connection with these loans, the shareholders were issued warrants and options to purchase 500,000 shares at $.05 per share. The portion of the proceeds allocable to the warrants was accounted for as paid-in capital. The corresponding discount was written off as these loans are payable on demand. During 2002, the Company received loans from Shareholders in the amount of $80,000. The loans are payable on demand plus accrued interest at 10% per annum. In connection with these loans, the shareholders were issued warrants to purchase 2,000,000 shares at $.02 per share. The portion of the proceeds allocable to the warrants was accounted for as paid-in capital. The corresponding discount was written off as these loans are payable on demand. - F16 - Officer's and Director's Compensation - During 1996, an investor group brought in by Herbert M. Reichlin and Burton A. Goldstein ("the two individuals") acquired an 18% ownership interest for $500,000. The two individuals were awarded seats on the Board of Directors and officers positions. In addition, the two individuals each received 9,778,975 warrant shares. 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 warrants to purchase 7,500,000 shares each at an exercise price of $.03 per share. During 2000, these two individuals each agreed to receive 10,000,000 shares of stock in lieu of $400,000 in accrued salaries. As of December 31, 2002, the two individuals were owed $593,154 and $563,852 respectively in accrued salaries and expenses. After their employment contracts expired, the individuals are continuing to be compensated on the same terms. b. Director's Loans - As of December 31, 2002, a group of Directors has made loans to the Company totaling $17,200, payable on demand without interest. c. Legal Fees - The Company utilizes the services of a law firm where Director is a partner. Fees incurred for 2002 and 2001 were $3,777 and $32,193 respectively. At December 31, 2002, $120,113 remains in accounts payable. 10 - Income Taxes The Company has available net operating loss carryforwards of approximately $8,598,000, which expire in 2003 until 2015. Deferred income taxes reflect the net tax effects of net operating loss carryforwards and result in deferred tax assets of approximately $2,923,000 and $2,637,000 at December 31, 2002 and 2001, respectively, which were fully offset by valuation allowances due to uncertainties surrounding the ultimate realization of these assets. - F17 - 11 - Lease Commitments The Company is obligated under a lease for office space through November 2006. Rental expense was $74,018 and $64,483 for 2002 and 2001, respectively. The remaining future minimum lease payments required under this lease are as follows: 2003 70,887 2004 73,455 2005 76,125 2006 72,108 As required by FAS 13, the rent expense under this lease is recognized on a straight line basis and therefore has given rise to a deferred rent liability of $5,345 as of December 31, 2002. The Company is subletting a portion of their office from March 2002 through June 2003.For the period of March 2002 through September 2002 the Company received $3,000 per month or $12,000. For the period October 2002 through June 2003 the Company is receiving $4,500 per month or $40,500. - F18 - Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. NONE Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16 (a) of the Exchange Act. The following table sets forth certain information concerning the directors and executive officers of the Company: Name Age Position(s) with the Company ---- --- ---------------------------- Burton A. Goldstein 67 Chairman of the Board of Directors Secretary, Chief Executive Officer Herbert M. Reichlin 61 President, Treasurer, Chief Operating Officer, Director Richard Bruno 57 Director Alfred Fabricant 49 Director Thomas Kirch 58 Director Angelo J. Vassallo 57 Director Milton J. Walters 58 Director Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and have qualified. Each director is entitled to receive warrants for 500,000 shares at market price each February. A summary of the business experience of each officer and director of the Company is as follows: BURTON A. GOLDSTEIN has been Chairman of the Board of Directors of the Company since March 10, 1997 and became its Secretary in December 1997. Mr. Goldstein is a chartered Life Underwriter and active in estate preservation for business owners and wealthy individuals. HERBERT M. REICHLIN has been a Director and Treasurer of the Company since July 30, 1996 and became its President in December 1997. Mr. Reichlin is a practicing Certified Public Accountant. 15 RICHARD BRUNO has been a Director of the Company since June 1998. Prior to retirement, Mr. Bruno was employed as Managing Director of NASDAQ trading at Paine Webber Inc. from 1964 thru June 1998. THOMAS KIRCH is the managing partner of KV Partners, fixed income consultants and asset managers. Mr. Kirch is formerly a Managing Director of The First Boston Corporation, one of the nation's largest investment banking firms, as well as a First Vice President of Loeb Rhoades, Hornblower, and a Vice President at Morgan Stanley & Co., Inc. ALFRED FABRICANT has been a Director since October 7, 1997. Mr. Fabricant is the founding partner of the New York law firm of Fabricant & Yeskoo LLP and is currently the Managing Partner of the law firm of Ostrolenk, Faber, Gerb & Sofken. Mr. Fabricant was educated at the University of Miami (1975) and at the John Marshall Law School (1978). ANGELO J. VASSALLO has been a Director since October 22, 1999. Mr. Vassallo has 30 years of marketing and sales experience at Seagrams, and he is presently the Vice President for Sales at Pernod-Ricard-USA. MILTON J. WALTERS has been a Director since December 28, 1999. Mr. Walters is President of Tri-River Capital Group, a company that serves the specialized investment banking needs of the financial service industry. Compliance With Section 16(a) of The Securities Exchange Act of 1934 The Company does not have any securities registered under Section 12 of the Securities Exchange Act of 1934, and, accordingly, compliance with Section 16(a) thereof is not required or applicable. 16 Item 10. Executive Compensation The following table sets forth the annual long-term compensation for the Company's Chief Executive Officer, and the only other executive officer during the Company's last three fiscal years: Summary Compensation Table Annual Long-Term All Other Compensation Compensation Compensation Securities Underlying Name and Principal Positions Year Salary Warrants (#) ------------------------------------------------------------------------------------------------------------------- Burton A. Goldstein 2002 $ 150,000 -- $ 11,396 (Chief Executive Officer) 2001 $ 150,000 -- 17,204 2000 $ 150,000 -- 44,546 Herbert M. Reichlin 2002 $ 150,000 -- $ 20,626 (President and Chief 2001 $ 150,000 -- 20,056 Operating Officer) 2000 $ 150,000 -- 52,593 Warrant Grants in Last Fiscal Year The following table sets forth certain information concerning warrants granted during 2001 to the named executives: Individual Grants Number of % of Total Exercise Securities Warrants Granted or Base Underlying to Employees in Price Expiration Name Warrants Granted Fiscal Year ($/share) Date ------------------------------------------------------------------------------------------------------------------- Burton A. Goldstein 500,000 2% $.143 2/28/05 500,000 2% $.09 2/28/06 500,000 2% $.03 2/28/07 7,500,000 27% $.03 12/01/05 Herbert M. Reichlin 500,000 2% $.143 2/28/05 500,000 2% $.09 2/28/06 500,000 2% $.03 2/28/07 7,500,000 27% $.03 12/01/05 17 Aggregated Warrant Exercises in Last Fiscal Year and Fiscal Year-End Warrant Values The following table summarizes warrants exercised during 2002 and presents the value of unexercised warrants held by the named executives at fiscal year-end: Number of Securities Underlying Value of Shares Unexercised Unexercised Acquired Warrants at In-the-Money on Value Fiscal Year- Warrants at Exercise Realized End (#) All Fiscal Year- Name (#) ($) Exercisable End ($) ------------------------------------------------------------------------------------------------------------------- Burton A. Goldstein 0 0 27,438,642 -0- Herbert M. Reichlin 0 0 27,438,642 -0- The Company has employment agreements with the above executives as discussed in Item 12. Item 11. Security Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Beneficial Owners -- The persons set forth on the charts below are known to the Company to be the beneficial owners of more than 5% of the Company's outstanding voting Common Stock as of the date hereof. (b) Security Ownership of Management -- Information concerning the number and percentage of shares of voting Common Stock of the Company owned of record and beneficially by management, is set forth on the charts below: Shares of Common Beneficially Owned ----------------------------------- Name and Address Shares Acquirable Of Beneficial Owner Shares Owned Within 60 Days (1) Percent Owned ------------------- ------------ ------------------ ------------- Burton A. Goldstein 15,383,333 27,438,642 16.4% 6900 Jericho Turnpike Syosset, New York 11791 Herbert M. Reichlin 15,383,333 27,438,642 16.4% 6900 Jericho Turnpike Syosset, New York 11791 Richard Bruno 1,250,000 2,750,000 1.7% 6900 Jericho Turnpike Syosset, New York 11791 18 Alfred Fabricant 4,981,434 2,750,000 3.3% 6900 Jericho Turnpike Syosset, New York 11791 Thomas Kirch 500,000 1,750,000 1.0% 6900 Jericho Turnpike Syosset, New York 11791 Angelo J. Vassallo 1,000,000 1,750,000 1.2% 6900 Jericho Turnpike Syosset, New York 11791 Milton J. Walters 1,750,000 4,250,000 2.5% ------------ ------------ 6900 Jericho Turnpike Syosset, New York 11791 40,248,100 68,127,284 ------------ ------------ All Directors and Officers and Beneficial Owners 108,375,384 36.0% of more than 5% of the Company's Common Stock Under the rules of the Securities and Exchange Commission (the "SEC"), a person is deemed to have "beneficial ownership" of any Common Stock over which that person has or shares voting or investment power, plus any Common Stock that person may acquire within 60 days, including through the exercise of a stock option or the conversion of a convertible security. Item 12. Certain Relationships and Related Transactions a. Loans from Shareholders - The Company received loans from Shareholders in the amount of $80,000 during the year ended December 31, 2002. The loans are payable on demand plus accrued interest at 10% per annum. In connection with these loans, the shareholders were issued warrants and options to purchase 2,000,000 shares at $.02 per share. The portion of the proceeds allocable to the warrants was accounted for as paid-in capital. The corresponding discount was written off as these loans are payable on demand. b. Officer's and Director's Compensation - During 1996, an investor group brought in by Herbert M. Reichlin and Burton A. Goldstein ("the two individuals") acquired an 18% ownership interest for $500,000. The two individuals were awarded seats on the Board of Directors and officers positions. In addition, the two individuals each received 9,778,975 warrant shares. 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 warrants to purchase 7,500,000 shares each at an exercise price of $.03 per share. As of December 31, 1998, the investor group owned 28,064,340 shares and the two individuals had warrants to purchase 31,877,284 shares. During 2000, these two individuals each agreed to receive 10,000,000 shares of stock in lieu of $400,000 in accrued salaries. As of December 31, 2002, the two individuals were owed $593,154 and $563,852 respectively in accrued salaries and expenses. c. A group of Directors loaned the Company $5,000, $6,800 and $5,400 in 2002, 2001 and 2000 respectively, payable on demand without interest. 19 Item 13. Exhibits and Reports on Form 8-K (A) Exhibits 3.1 Articles of Incorporation (4) 3.2 By-laws (4) 10.01 Agreement dated August 21, 1995 with J&R Intercontinental (3) 10.02 Consulting Agreement dated July 9, 1996 between the Company and Herbert M. Reichlin (2) 10.03 Consulting Agreement dated July 9, 1996 between the Company and American Employer Service Corporation (2) 10.04 Warrant Agreement dated July 9, 1996 between the Company and Herbert M. Reichlin (2) 10.05 Warrant Agreement dated July 9, 1996 between the Company and Burton A. Goldstein (2) 10.06 Warrant Agreement dated July 9, 1996 between the Company and Milton J. Walters (2) 10.07 Securities Purchase Agreement dated July 9, 1996 (2) 10.08 Agreement dated April 30, 1997 with Kingdom Blinds Manufacturing, Inc. (1) 10.09 Employment Agreement dated December 1, 1997 between the Company and Burton A. Goldstein. (1) 10.10 Employment Agreement dated December 1, 1997 between the Company and Herbert M. Reichlin. (1) 10.11 Consulting Agreement dated December 9, 1997 between the Company and Bernard Gutman. (1) 10.12 License Agreement dated October 31, 1999 between the Company and Charles E. Wheatley, Geoff Coy and James A. Mitchell (5) 10.13 Comprehensive Consulting and Representation Agreement dated June 6, 2000 between the Company and Opsales Inc., its President, Sidney Friedman, and its Vice President, Dean Friedman. 10.14 Agreement dated November 2, 2000 between the Company and Sol H. Wynn. 10.15 Domain Investments Inc. Equity Financing Agreement dated November 2, 2000 10.16 Alex W. Hart Consulting Agreement dated March 1, 2001 21 Subsidiaries of Registrant (1) Incorporated by reference to Exhibits to Form 10-KSB for fiscal year ended December 31, 1997. (2) Incorporated by reference to Exhibits to Form 10-KSB for fiscal year ended December 31, 1996. (3) Incorporated by reference to Exhibits to Form 10-KSB for fiscal year ended December 31, 1995. (4) Incorporated by reference to Exhibits to Form 10-KSB for fiscal year ended December 31, 1989. (5) Incorporated by reference to Exhibits to Form 10-KSB for fiscal year ended December 31, 1999. (B) Reports on Form 8-K (6) No reports on Form 8-K were filed during the last quarter of 1998. 20 Item 14. Control and Procedures a. Evaluation of Disclosure Controls and Procedures - Within the 90 days prior to the date of this report, Quest Products Corporation ("the Company") carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Operating Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, Company's Chief Executive Officer and Chief Operating Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting the Company to material information required to be included in the Company's periodic SEC filings relating to the Company (including its consolidated subsidiaries). b. Changes in Internal Controls - There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation. 21 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: April 11, 2003 By: /s/: Herbert M. Reichlin ----------------------- Herbert M. Reichlin, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURES AND TITLE DATE -------------------- ---- /s/ Burton A. Goldstein April 11, 2003 --------------------------------------- Burton A. Goldstein Chairman of the Board of Directors Secretary, Chief Executive Officer /s/ Herbert M. Reichlin April 11, 2003 --------------------------------------- Herbert M. Reichlin President, Treasurer, Chief Operating Officer, Director /s/ Richard A. Bruno April 11, 2003 --------------------------------------- Richard A. Bruno Director /s/ Alfred Fabricant April 11, 2003 --------------------------------------- Alfred Fabricant Director /s/ Thomas E. Kirch April 11, 2003 --------------------------------------- Thomas E. Kirch Director /s/ Angelo J. Vassallo April 11, 2003 --------------------------------------- Angelo J. Vassallo Director /s/ Milton J. Walters April 11, 2003 --------------------------------------- Milton J. Walters Director 22 SUPPLEMENTAL INFORMATION Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Pursuant to Section 12 of the Act. NONE 23