SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

Washington, DC 20549

FORM 8-K

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

~~Pursuant~~Date of toReport ~~Section 13 OR 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) September ~~Act~~27, ~~of 1934~~2002

Date of Report (Date of earliest event reported) October 15, 2002

Quality Products, Inc.

(Exact name of registrant as specified in its chapter)

Delaware	0-18145	75-2273221	~~75-2273221~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	~~(IRS Employer Identification No.)~~
2222 South Third Street Columbus, OH 43207.		43215
(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)

2222 South Third Street Columbus, OH		43207
(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

On ~~October~~September 1527, 2002, ~~the~~Mr. Company completed a private placement with a group of investors including the Company’s Chairman, Richard Drexler, (the “Private Placement”) whereby the Company sold (i) 6,250 shares of its Series A Convertible Preferred Stock, par value $0S.~~0001~~ ~~per~~James ~~share~~Perlow ~~and~~resigned ~~stated value of~~as ~~$100~~a ~~per~~director ~~share convertible into at least 833,333 shares~~ of ~~common stock with a dividend of 10% per share on $100 stated value (~~the ~~“Series~~ Corporation. A ~~Preferred”), and (ii) warrants to purchase an aggregate~~copy of ~~208,331 shares of~~ the ~~Company’s~~resignation ~~Common~~letter ~~Stock~~is atattached anas ~~exercise price of $0~~99.~~75 per share for an aggregate purchase price of $625,000~~1. ~~The investor group consists of The Dale Newberg Pension Trust, Richard and Clare Drexler, Dan L. Drexler, Jason Drexler and the Alyce A. Lazar Living Trust.~~

~~The~~On ~~Company~~October ~~used the Private Placement proceeds to reduce existing debt. Specifically~~21, ~~the Company paid off the $345~~2002,~~000~~ ~~principal outstanding under the Company’s note to Eastlake Securities, Inc~~Mr., ~~due~~Bruce ~~in December 2002~~C. ~~Additionally,~~ ~~the~~Weaver ~~Company~~resigned ~~refinanced~~as ~~the note payable issued in April~~a ~~2001~~director ~~for~~and ~~the~~officer ~~acquisition~~ of ~~Columbus~~the ~~Jack~~ Corporation. ~~The refinancing consisted of a cash payment~~ ofRichard ~~$200,000~~A. ~~and~~Drexler assumed the ~~issuance~~duties of aChief ~~$300,000~~Executive ~~note~~Officer ~~payable,~~and ~~bearing interest at~~Ted ~~10% annually~~P. ~~Quarterly~~ ~~interest-only payments~~Schwartz ~~are~~assumed ~~required beginning in December 2002, with~~ the ~~$300,000~~position ~~principal payable~~of inPresident ~~full~~and inChief ~~October~~Operating ~~2005~~Officer. ~~The Company~~A ~~will~~copy ~~recognize an extraordinary gain~~ of ~~approximately $300,000 during~~ the ~~quarter~~resignation ~~ending~~letter ~~December~~is ~~31, 2002~~ attached as aExhibit ~~result of this refinancing~~99.2.

InOn ~~connection~~November ~~with the Private Placement~~8, ~~the Company filed a Certificate of Designations~~2002, ~~Preferences,~~Mr. ~~and~~Michael ~~Rights~~L. ofGoldberg ~~the~~resigned ~~Series~~as Aa ~~Preferred~~director and ~~with the~~ Secretary of ~~State of Delaware (~~the ~~“Certificate of Designations”)~~Corporation. ~~The~~ ~~Series~~Upon Aacceptance ~~Preferred has a stated value~~ of ~~$100 per share, with a dividend rate of 10~~Mr.0% ~~per~~Goldberg’s ~~annum~~resignation, ~~declared quarterly~~Mr. If ~~the~~Tac ~~Board does not declare and pay the dividend on the Series A Preferred, then the dividends accrue at the rate of 12%~~D. ~~The~~ ~~Series~~Kensler ~~A Preferred~~was isappointed ~~nonvoting. After~~Secretary ~~three years, at their option, the holders~~ of the ~~Series~~Corporation Aand ~~Preferred may voluntarily convert their Series A Preferred to common stock~~Ms. ~~The~~ ~~conversion~~Karen ~~price will be the lower of (i) $0~~K.~~75, or (ii) an~~ ~~amount~~Hart ~~equal~~was toappointed ~~the~~assistant ~~average of the closing bid prices of the Common Stock for~~Secretary. ~~the~~A 20copy ~~consecutive trading days preceding a notice~~ of ~~conversion. If all of~~ the ~~Series~~resignation Aletter ~~Preferred~~ is ~~converted~~ atattached ~~$.75,~~as ~~then~~Exhibit ~~the Corporation will issue 833,333 shares of common stock upon conversion~~99.3.

The ~~warrants~~company’s ~~are~~sole ~~convertible~~remaining ~~into~~director ~~208,331~~is ~~shares~~Mr. ofRichard ~~Common~~A. ~~Stock~~Drexler, atwho ais ~~price~~also ofChairman ~~$0.75~~and ~~per~~Chief ~~share~~Executive ~~(subject~~Officer. toMessrs. ~~certain~~Goldberg, ~~adjustments)~~Perlow, and ~~expire~~Weaver all onresigned for personal reasons. The Company has no immediate plans to fill any of the vacant directors’ positions. ~~tenth~~The ~~anniversary~~Company is experiencing difficulty in locating replacements because potential directors are waiting to see the effects of ~~their~~the ~~issuance~~Sarbanes-Oxley Act of 2002 on director liability.

OnItem ~~October 21, 2002, Mr~~7. Bruce C. Weaver resigned as a director and officer of the Corporation. Richard A. Drexler assumed the duties of Chief Executive Officer and Ted P. Schwartz assumed the position of President and Chief Operating Officer. A copy of the resignation letter is attached as Exhibit 99.6.Exhibits

2(c) Exhibits

~~SIGNATURES~~Exhibit

~~Pursuant to the requirements of the Securities~~Number Description ~~Exchange Act~~ of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Document

		Quality Products, Inc.
		Registrant
Date: October 21, 2002	By:	/s/ Richard A. Drexler
		Richard A. Drexler
		Chief Executive Officer

99.1 Resignation letter of S. James Perlow

~~(c) Exhibits~~99.2 Resignation letter of Bruce C. Weaver

Exhibit Number		Description of Document
99.1		Securities Purchase Agreement dated October 15, 2002, by and among the Company and The Dale Newberg Pension Trust, Richard and Clare Drexler, Dan L. Drexler, Jason Drexler and the Alyce A. Lazar Living Trust.
99.2		Certificate of Designation, Preferences and Rights of Series A Preferred Stock.
99.3		Form of Warrant.
99.4		Investor Rights Agreement dated October 15, 2002, by and among the Company and The Dale Newberg Pension Trust, Richard and Clare Drexler, Dan L. Drexler, Jason Drexler and the Alyce A. Lazar Living Trust.
99.5		Press Release
99.6		Resignation letter of Bruce C. Weaver

99.3 Resignation letter of Michael L. Goldberg

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: November 26, 2002	By:	/s/ Richard A. Drexler
		Richard A. Drexler
		Chief Executive Officer

SIGNATURES

Date: November 26, 2002

By:

/s/ Richard A. Drexler

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