UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March 21~~September 23, 2003

Quality Products, Inc.

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)

(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)

Item 5. Other Events and Regulation FD Disclosure.

On ~~March 21~~September 23, 2003 the Company ~~appointed~~completed ~~Mr.~~a financing ~~Kenneth~~agreement T.with ~~Urbaszewski~~a togroup of private investors (“the ~~Board~~lending ofgroup”) ~~Directors. Mr.~~including ~~Urbaszewski~~the ~~was~~Company’s ~~born~~Chairman ~~on March~~and 23CEO, ~~1947~~Richard Drexler. HeThe ~~received~~Company issued a ~~B.S.~~sixty-month interm note ~~Quantitative~~payable ~~Methods~~in ~~from~~ the ~~University~~amount of ~~Illinois~~$250,000 principal at ~~Chicago~~9.00% ~~Circle~~annual interest. The agreement includes a clause permitting early repayment without penalty at any time. ~~Additionally,~~The henote ~~holds~~is unsecured. The proceeds from the ~~designation~~note ofwere ~~Chartered~~used ~~Financial~~to ~~Analyst~~pay ~~(CFA)~~off ~~and has~~the 25Company’s ~~years~~outstanding ofdebt ~~experience~~with Mr. Dennis Mellman, in the ~~investment~~discounted ~~management~~amount ~~business~~of $270,000. InThe ~~1998,~~Company hewill ~~retired~~recognize asa ~~Senior~~gain ~~Vice President~~of approximately $30,000 in the ~~Fixed~~quarter ~~Income~~ending ~~Department~~September 30, of2003, representing ~~Scudder~~the ~~Kemper~~difference ~~Investments. Since~~between ~~his~~the ~~retirement~~prediscount inamount ~~1998~~of $300,000 owed to Mr. ~~Urbaszewski~~ ~~has~~Mellman ~~been~~and athe ~~private~~discounted ~~investor~~amount of $270,000. The ~~and~~Company ahas ~~board~~no ~~member~~further ofliabilities ~~his~~to ~~local~~Mr. ~~United Way~~Mellman. ~~Since~~Beginning ~~2000~~October 31, he2003, ~~has~~the ~~served~~Company will asissue ~~a Trustee~~monthly ~~for~~interest-only ~~his~~payments ~~local~~of ~~Police~~$1,875.00. Principal ~~Pension~~payments ~~Fund~~of $6,944. 45 plus accrued ~~Mr.~~interest ~~Urbaszewski~~are isdue beginning October 31, 2005, with the ~~owner~~final ofpayment 2due on September 30,~~000~~ ~~shares~~2008. The interest rate of ~~Quality~~9% ~~Products~~is ~~common stock~~identical to the rate due under the Mellman note.

On ~~April 16~~November 17, 2003, the Company completed a financing agreement with a group of private investors (“the lending group”) ~~including~~including the Company’s Chairman and CEO, Richard Drexler, and the Company’s Operations Manager, Dan ~~Drexler,~~ ~~the Company’s President, Ted Schwartz, and the Company’s Assistant Treasurer, Karen Hart~~Drexler. The Company issued a five-year term note payable in the amount of $~~770~~200,000 principal at 8.0050% annual interest. The agreement includes a clause permitting early repayment without penalty at any time. ~~The Company granted a security interest to~~ ~~the lending group in all of the Company’s assets.~~ The proceeds from the note ~~were~~will be used to ~~pay~~acquire ~~off the Company’s outstanding debt with U.S. Bank in the discounted amount of $758,000, and $8,855 of the bank's legal fees. The Company will recognize~~ a ~~gain~~Mazak ofM-5 ~~approximately $42,000 in the quarter ending~~Turning ~~June~~Center ~~30,~~machine ~~2003,~~that ~~representing~~is ~~the~~vital ~~difference between the prediscount amount of $800,776 owed~~ to the ~~bank~~Company’s ~~and~~manufacturing ~~the discounted amount of $758,000~~operations. The Company ~~incurred~~granted ~~approximately~~a ~~$18,000 of expenses associated with the new lending agreement and settlement of the bank debt. The~~ security interest ~~for~~to the lending group isin ~~substantially~~ the ~~same as the security interest U~~machine.~~S. Bank~~ held. The new lending agreement does not require the Company to meet financial performance covenants. In contrast, failure to meet financial performance covenants under the former U.S. Bank agreement was considered an event of default. Beginning ~~April 30~~December 31, 2003, the Company will issue monthly principal repayments of $122,~~833~~000.3300 plus accrued interest, with the final balloon payment of $80,000 plus accrued interest due on ~~March~~ 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. Under the new agreement the Company is permitted to pay dividends on the preferred stock and issue any payments due on the Columbus Jack acquisition note. The Company intends to fulfill these obligations immediately.

Item 7. Financial Statements and Exhibits.

Exhibit Number		Description of Document
4.1		$250,000 Unsecured Promissory Note dated ~~April~~September 1623, 2003, by and among the Company and Richard A. ~~and Clare F.~~ Drexler, ~~Dan L. Drexler~~Trust, ~~Jason Drexler, Theodore P. Schwartz,~~ Eleanor Metnick ~~and Nicole E. Drexler~~, RD&J Corporation, and the Dale S. Drexler Living Trust~~, Karen K~~. ~~Hart, and the Alyce A. Lazar Living Trust.~~
4.2		~~Security~~Guarantee ~~Agreement~~ dated ~~April~~September 1623, 2003.
4.3		~~Guarantee~~$200,000 Secured Promissory Note dated ~~April~~November 1617, 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.

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.	~~Quality Products, Inc.~~
	Registrant	~~Registrant~~
Date: April 17, 2003	By:	/s/ Richard A. Drexler
Date: November 18, 2003	By:	/s/ Richard A. Drexler
	Richard A. Drexler	~~Richard A. Drexler~~
	Chief Executive Officer	~~Chief Executive Officer~~

Filing Compare · QUALITY PRODUCTS INC