SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PHILLIPS CHRISTOPHER

(Last)

(First)

(Middle)

580 SECOND STREET, SUITE 102

(Street)

ENCINITAS

92024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2006

3. Issuer Name and Ticker or Trading Symbol
QUEST OIL CORP [ QOIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	47,654⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Placement Agent Series A Warrant	10/06/2005	10/06/2010	Common Stock	672,291	$0.8	I	Held by Midtown Partners & Co. LLC
Placement Agent Series B Warrant	10/06/2005	10/06/2010	Common Stock	336,145	$0.46	I	Held by Midtown Partners & Co. LLC
Placement Agent Series C Warrant	10/06/2005	10/06/2012	Common Stock	336,145	$0.56	I	Held by Midtown Partners & Co. LLC
Placement Agent Series D Warrant	10/06/2005	10/06/2010	Common Stock	672,291	$0.4	I	Held by Midtown Partners & Co. LLC
Series D Warrant⁽¹⁾	05/01/2006	05/01/2011	Common Stock	1,000,000	$0.22	D

Explanation of Responses:

1. Pursuant to the 2006 Director's Annual Compensation Program (the "Program") effective May 1, 2006 . Through the Program, each Director receives an award of $10,000 of the issuer's restricted stock at $0.22 per share every 90 days and a common stock purchase warrant to purchase 1,000,000 shares of Quest Oil Corporation's restricted common stock at an exercise price of $0.22 per share. The warrants vest at a rate of 250,000 warrants every 90 days beginning the effective date of May 1, 2006. As of the date of this filing, Mr. Phillips has been awarded 45,454 shares of common stock pursuant to the Program.

Remarks:

	/s/ Chris Phillips	05/10/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.