SECURITIES AND EXCHANGE COMMISSION ~~Washington, DC 20549~~

Washington, DC 20549

FORM 8-K

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

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

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

Quality Products, Inc.

(Exact name of ~~registrant~~ registrant as specified in its ~~chapter~~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 ~~September~~March 2721, ~~2002,~~2003 the Company appointed Mr. SKenneth T. ~~James~~Urbaszewski ~~Perlow~~to ~~resigned~~the asBoard of Directors. Mr. Urbaszewski was born on March 23, 1947. He received a ~~director~~B.S. in Quantitative Methods from the University of Illinois at Chicago Circle. Additionally, he holds the ~~Corporation~~designation of Chartered Financial Analyst (CFA) and has 25 years of experience in the investment management business. AIn ~~copy~~1998, he retired as Senior Vice President ofin the ~~resignation~~Fixed ~~letter~~Income isDepartment ~~attached~~of Scudder Kemper Investments. Since his retirement in 1998, Mr. Urbaszewski has been a private investor, and a board member of his local United Way. Since 2000, he has served as 99a Trustee for his local Police Pension Fund.1 Mr. Urbaszewski is the owner of 2,000 shares of Quality Products common stock.

On ~~October~~April 2116, ~~2002~~2003, Mrthe Company completed a financing agreement with a group of private investors (“the lending group”) including the Company’s Chairman and CEO, Richard Drexler, the Company’s Operations Manager, Dan Drexler, the Company’s President, Ted Schwartz, and the Company’s Assistant Treasurer, Karen Hart. The ~~Bruce~~Company issued Ca five-year term note payable in the amount of $770,000 principal at 8.00% ~~Weaver~~annual ~~resigned~~interest. The asagreement includes a clause permitting early repayment without penalty at any time. The Company granted a security interest to ~~director~~the ~~and~~lending ~~officer~~group in all of the ~~Corporation~~Company’s assets. The proceeds from the note were used to pay off the Company’s ~~Richard~~outstanding Adebt with U.S. ~~Drexler~~Bank ~~assumed~~in the ~~duties~~discounted amount of ~~Chief~~$758,000, ~~Executive~~and $8,855 ~~Officer~~of ~~and~~the ~~Ted~~bank's legal fees. The P.Company ~~Schwartz~~will ~~assumed~~recognize a gain of approximately $42,000 in the ~~position~~quarter ending June 30, 2003, representing the difference between the prediscount amount of $800,776 ~~President~~owed to the bank and ~~Chief~~the ~~Operating~~discounted ~~Officer~~amount of $758,000. AThe ~~copy~~Company incurred approximately $18,000 of expenses associated with the ~~resignation~~new ~~letter~~lending agreement and settlement of the bank debt. The security interest for the lending group is ~~attached~~substantially the same as the security interest U.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, 2003, the Company will issue monthly principal repayments of $12,833.33 plus accrued interest, with the final payment due on March 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 ~~Exhibit~~favorable 99as those offered by the lending group.2 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.

OnItem ~~November 8, 2002, Mr~~7. ~~Michael~~Financial L.Statements ~~Goldberg resigned as a director~~ and ~~Secretary~~ ~~of the Corporation~~Exhibits. Upon acceptance of Mr. Goldberg’s resignation, Mr. Tac D. Kensler was appointed Secretary of the Corporation and Ms. Karen K. Hart was appointed assistant Secretary. A copy of the resignation letter is attached as Exhibit 99.3.

The company’s sole remaining director is Mr. Richard A. Drexler, who is also Chairman and Chief Executive Officer. Messrs. Goldberg, Perlow, and Weaver all resigned for personal reasons. The Company has no immediate plans to fill any of the vacant directors’ positions. The Company is experiencing difficulty in locating replacements because potential directors are waiting to see the effects of the Sarbanes-Oxley Act of 2002 on director liability.(c) Exhibits

Item 7. Exhibits

Exhibit Number		Description of Document
4.1		Promissory Note dated April 16, 2003, by and among the Company and Richard A. and Clare F. Drexler, Dan L. Drexler, Jason Drexler, Theodore P. Schwartz, Eleanor Metnick and Nicole E. Drexler, RD&J Corporation, the Dale S. Drexler Living Trust, Karen K. Hart, and the Alyce A. Lazar Living Trust.

4.2		Security Agreement dated April 16, 2003.

4.3		Guarantee dated April 16, 2003.

~~(c) Exhibits~~2

~~Exhibit~~SIGNATURES

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

99.1 Resignation letter of S. James Perlow

		Quality Products, Inc.
		Registrant

Date: April 17, 2003	By:	/s/ Richard A. Drexler
		Richard A. Drexler
		Chief Executive Officer

~~99.2 Resignation letter of Bruce C. Weaver~~3

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

Date: April 17, 2003

By:

/s/ Richard A. Drexler

SIGNATURES

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