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

Washington, DC 20549

FORM 8-K

~~CURENT~~CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~OR 15~~(d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported) September 30, ~~of 1934~~2004

~~Date~~ Quality ~~of Report~~ Products, Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported)~~specified ~~September 23,~~in ~~2003~~its charter)

Quality Products, Inc.
(Exact name of registrant as specified in its charter)
Delaware	0-18145		75-2273221
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2222 South Third Street Columbus, OH		43207-2402
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (614) 228-0185
N/A
(Former name or former address, if changed since last report)

Delaware
(State or other jurisdiction of incorporation)

0-18145
(Commission File Number)

75-2273221
(IRS Employer Identification No.)

~~Item~~ 2222 5S Third St., ~~Other~~Columbus, ~~Events~~OH ~~and~~43207-2402 (Address ~~Regulation~~of FDprincipal ~~Disclosure.~~executive offices) (Zip Code)

~~On September 23, 2003 the Company completed a financing agreement with a group of private investors (“the lending group”) including the Company’~~Registrant's ~~Chairman and CEO, Richard Drexler. The Company issued a sixty-month term note~~ ~~payable~~telephone ~~in the amount of $250~~number,~~000~~ ~~principal~~including atarea ~~9.00% annual interest. The agreement includes a clause permitting early repayment without penalty at any time.~~code (614) The note is unsecured. The proceeds from the note were used to pay off the Company’s outstanding debt with Mr. Dennis Mellman, in the discounted amount of $270,000. The Company will recognize a gain of approximately $30,000 in the quarter ending September 30, 2003, representing the difference between the prediscount amount of $300,000 owed to Mr. Mellman and the discounted amount of $270,000. The Company has no further liabilities to Mr. Mellman. Beginning October 31, 2003, the Company will issue monthly interest228-only payments of $1,875.00. Principal payments of $6,944.45 plus accrued interest are due beginning October 31, 2005, with the final payment due on September 30, 2008. The interest rate of 9% is identical to the rate due under the Mellman note.0185

~~On November 17, 2003, the Company completed a financing agreement with a group of private investors~~ N/A (~~“the~~Former ~~lending~~name ~~group”)~~or ~~including~~former ~~the Company’s Chairman and CEO~~address, ~~Richard~~ ~~Drexler,~~if ~~and~~changed ~~the~~since ~~Company’s~~last ~~Operations Manager, Dan Drexler~~report. ~~The~~) Company issued a five-year term note payable in the amount of $200,000 principal at 8.50% annual interest. The agreement includes a clause permitting early repayment without penalty at any time. The proceeds from the note will be used to acquire a Mazak M-5 Turning Center machine that is vital to the Company’s manufacturing operations. The Company granted a security interest to the lending group in the machine. Beginning December 31, 2003, the Company will issue monthly principal repayments of $2,000.00 plus accrued interest, with the final balloon payment of $80,000 plus accrued interest due on December 31, 2008. Prior to entering into the agreement, the Company communicated with numerous commercial lenders, but none were willing to provide an offer to the Company on terms as favorable as those offered by the lending group.

~~Item~~Check the 7.appropriate ~~Financial~~box ~~Statements~~below ~~and~~if ~~Exhibits.~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (c17 CFR 230.425) ~~Exhibits~~

Exhibit Number		Description of Document
4.1		$250,000 Unsecured Promissory Note dated September 23, 2003, by and among the Company and Richard A. Drexler Trust, Eleanor Metnick, RD&J Corporation, and the Dale S. Drexler Living Trust.
4.2		Guarantee dated September 23, 2003.
4.3		$200,000 Secured Promissory Note dated November 17, 2003, by and among the Company and Richard A. Drexler Trust, Dan L. Drexler, Jason I. Drexler, and the Dale S. Drexler Living Trust.
4.4		Security Agreement dated November 17, 2003.
4.5		Guarantee dated November 17, 2003.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~SIGNATURES~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pursuant~~Section 8—Other ~~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 hereunto duly authorized.~~Events

	Quality Products, Inc.
	Registrant
Date: November 18, 2003	By:	/s/ Richard A. Drexler
	Richard A. Drexler
	Chief Executive Officer

Item 8.01 Other Events.

3 The Board of Directors of Quality Products, Inc., decided that the Corporation will deregister its common stock with the Securities and Exchange Commission ("SEC") and suspend its reporting requirements by filing a Form 15 certifying to the Commission that the Corporation has less than $10 million in assets and fewer than 500 shareholders of record. The Board based its decision on the onerous cost of complying with the internal control and reporting requirements of the Sarbanes-Oxley Act. In 2002, Congress passed the Sarbanes-Oxley Act and it imposed new requirements on public companies that report to the Securities and Exchange Commission (SEC). Some of these requirements have already taken effect. Other requirements, in particular the internal control analysis and reporting requirements of Section 404, are scheduled to take effect for Quality Products, Inc. by September 2005. We have been studying what we need to do to meet the various Sarbanes-Oxley requirements, and we have determined that the resources needed to comply are substantial, both in terms of money and additional responsibilities for our limited number of employees. Because of its onerous burden, the Board of Directors has considered other alternatives and has decided, unanimously, to become a non-reporting company. Becoming a non-reporting company will eliminate the expensive Sarbanes-Oxley reporting requirements and will save substantial costs estimated to be over $300,000 during the first year and continued savings annually afterwards. The Corporation's final report to the SEC will be the 10-KSB report for the period ending September 30, 2004, which will be submitted to the SEC before the end of the calendar year.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c): Exhibits

99—Press release explaining the Company's decision to become non-reporting and to deregister the common stock.

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 hereunto duly authorized.

			Quality Products, Inc. (Registrant)
Date	September 30, 2004		/s/ Richard A. Drexler Richard A. Drexler
		Chairman and Chief Executive Officer

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