QUALITY PRODUCTS INC
10QSB, 1998-08-11
METALS SERVICE CENTERS & OFFICES
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<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   Form 10-QSB


              [X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For quarterly period ended June 30, 1998
                                       
                                    0-18145
                             Commission file number


                             QUALITY PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                        75-2273221
    (State or other jurisdiction                            (IRS Employer
of incorporation or organization)                       Identification No.)

                      560 Dublin Avenue, Columbus, OH 43215
                    (Address of principal executive offices)

                                 (614) 228-8120
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.

                               (I) Yes X   No
                                      ----   ----

As of June 30, 1998, there were 2,554,056 shares of the Company's common 
stock outstanding.

                                       1

<PAGE>

                             QUALITY PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEET

                                  June 30, 1998
                                   (Unaudited)

ASSETS

<TABLE>
<CAPTION>
<S>                                                 <C>
Current Assets
Cash                                                $   545,710
Restricted Cash                                          15,575
Accounts Receivable, Net of Allowance for
              Doubtful Accounts of $11,867              750,396
Inventories                                             905,388
Other Current Assets                                    151,469
                                                    -----------
Total Current Assets                                  2,368,538
                                                    -----------

Property, Plant and Equipment                           848,766
Less Accumulated Depreciation                          (818,706)
                                                    -----------
Net Property, Plant and Equipment                        30,060
                                                    -----------

Other Assets                                              7,280
                                                    -----------
TOTAL ASSETS                                        $ 2,405,878
                                                    -----------
</TABLE>

                See notes to Consolidated Financial Statements


                                       2

<PAGE>

                             QUALITY PRODUCTS, INC.
                     CONSOLIDATED BALANCE SHEET - CONTINUED

                                  June 30, 1998
                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
<S>                                                              <C>
CURRENT LIABILITIES:
Note payable, short term portion                                 $    200,000
Accounts payable                                                      476,408
Accrued expenses                                                      201,672
Customer deposits                                                     427,021
Income Taxes payable                                                    4,160
                                                                 ------------
Total Current Liabilities                                           1,309,261
                                                                 ------------

NON-CURRENT LIABILITIES:
Notes payable, non-current                                          1,150,000
Notes payable, related parties, non-current                           400,000
                                                                 ------------
Total non-current liabilities                                       1,550,000
                                                                 ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Preferred stock, convertible, voting, par
         Value $.00001; 10,000,000 shares authorized;
         No shares issued and outstanding
Common stock, $.00001 par value; 20,000,000                                25
         shares authorized; 2,554,056 shares issued and
         outstanding; 808,333 shares reserved
Additional paid in capital                                         30,053,284
Accumulated deficit                                               (25,480,720)
Less:  Treasury stock, 176,775 shares at cost                      (5,025,972)
                                                                 ------------
Total stockholders' deficit                                      (    453,383)
                                                                 ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $  2,405,878
                                                                 ------------
</TABLE>

                 See notes to Consolidated Financial Statements


                                       3

<PAGE>

                             QUALITY PRODUCTS, INC.
                        CONSOLIDATED STATEMENT OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>
                                          For the three months ended        For the nine months ended
                                                   June 30,                          June 30,
                                         ----------------------------     -----------------------------
                                            1998             1997             1998             1997
                                         -----------      -----------      -----------      -----------
<S>                                      <C>              <C>              <C>              <C>
Net Sales                                $ 1,441,994      $ 1,730,069      $ 4,883,401      $ 4,864,011
Cost of Goods Sold                           971,247        1,082,336        3,216,659        3,036,733
                                         -----------      -----------      -----------      -----------
Gross Manufacturing Profit                   470,747          647,733        1,666,742        1,827,278
Selling, General, & Admin Expenses           519,876          308,036        1,337,772          919,860
                                         -----------      -----------      -----------      -----------
Operating Income/(Loss)                      (49,129)         339,697          328,970          907,418
                                         -----------      -----------      -----------      -----------

Other Income (Expense):
Gain on sale of assets held for sale              --               --               --           80,934
Interest Expense                             (16,907)         (37,930)         (66,097)        (117,776)
Other                                        108,824           (2,283)         105,194          (11,064)
                                         -----------      -----------      -----------      -----------
Total Other Income (Expense)                  91,917          (40,213)          39,097          (47,906)
                                         -----------      -----------      -----------      -----------

Income Before Provision for 
 Income Taxes                                 42,788          299,484          368,067          859,512

Provision for Income Taxes                    24,414               --           36,847               --
                                         -----------      -----------      -----------      -----------


Net Income                               $    18,374      $   299,484      $   331,220      $   859,512
                                         -----------      -----------      -----------      -----------
                                         -----------      -----------      -----------      -----------

Earnings per share:  (Note 5)

Basic earnings per common share          $      0.01      $      0.13      $      0.13      $      0.36
                                         -----------      -----------      -----------      -----------
                                         -----------      -----------      -----------      -----------

Diluted earnings per common share        $      0.01      $      0.12      $      0.12      $      0.33
                                         -----------      -----------      -----------      -----------
                                         -----------      -----------      -----------      -----------
</TABLE>

                 See notes to Consolidated Financial Statements


                                       4

<PAGE>

                             QUALITY PRODUCTS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             For the nine months ended
                                                                     June 30,
                                                          -------------------------------
                                                             1998                 1997
                                                          -----------           ---------
<S>                                                       <C>                   <C>
Cash Flows From Operating Activities:
Net Income                                                $   331,220           $ 859,512

Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                               9,829              11,064

Cash provided by (used for) current
    assets and liabilities:
    Restricted Cash                                            26,661             101,154
    Accounts receivable                                       (47,802)           (164,932)
    Inventories                                               (97,071)            (47,531)
    Other assets                                             (131,203)             (4,916)
    Accounts payable                                          106,355             156,588
    Accrued expenses                                         (261,130)           (163,873)
    Customer Deposits                                         164,980                  --
    Income Taxes Payable                                      (23,840)                 --
    Due to related party                                           --             (47,000)
                                                          -----------           ---------
Cash provided by operating activities                          77,999             700,066
                                                          -----------           ---------

Cash flows From Investing Activities -
    Purchase of machinery & equipment                          (3,913)            (16,845)
                                                          -----------           ---------

Cash Flows From Financing Activities:
Repayments - notes payable                                   (135,000)           (193,033)
     Issuance of Debentures                                 1,530,000                  --
     Repayment - Debentures                                  (150,000)                 --
     Repayment - Bank Line of Credit                       (1,180,000)                 --
     Unsecured note payable issued                                 --               2,500
                                                          -----------           ---------
Cash provided by (used for) financing activities               65,000            (190,533)
                                                          -----------           ---------

Net Increase in Cash                                          139,086             492,688
Cash at Beginning of Period                                   406,624               8,094
                                                          -----------           ---------
Cash at End of Period                                     $   545,710           $ 500,782
                                                          -----------           ---------
                                                          -----------           ---------
</TABLE>


                                       5

<PAGE>

                 See notes to Consolidated Financial Statements

Cash Flow Information - continued


The Company's cash payments for interest and income taxes were as follows:


<TABLE>
<CAPTION>
                                              Nine Months Ended
                                                   June 30,
                                          -------------------------
                                            1998           1997
                                          ---------       ---------
<S>                                       <C>             <C>
Cash paid for interest                    $  88,380       $ 117,776
Cash paid for taxes                       $  66,989       $      --
</TABLE>


                                       6

<PAGE>

                             QUALITY PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   Basis of Presentation

     The accompanying unaudited consolidated financial statements are presented
     in accordance with the requirements for Form 10-QSB and Article 10 of
     Regulation S-X. Accordingly, they do not include all the disclosures
     normally required by generally accepted accounting principles. Reference
     should be made to the Quality Products, Inc. (the "Company") Form 10-KSB
     for the year ended September 30, 1997, for additional disclosures including
     a summary of the Company's accounting policies, which have not
     significantly changed.

     The information furnished reflects all adjustments (all of which were of a
     normal recurring nature) which, in the opinion of management, are necessary
     to fairly present the financial position, results of operations, and cash
     flows on a consistent basis. Operating results for the nine months ended
     June 30, 1998, are not necessarily indicative of the results that may be
     expected for the year ended September 30, 1998.

2.   Restricted Cash

     The Restricted Cash is held at the Company's bank as collateral for a
     Letter of Credit securing the Company's potential obligations for a
     Worker's Compensation insurance policy. The policy expires November 30,
     1998.

3.   Inventories

     Inventories at June 30, 1998 consist of:

<TABLE>
         <S>                                                  <C>
         Raw materials and supplies                           $ 438,049
         Work-in-process                                        382,698
         Finished goods                                          88,459      
         Reserve for obsolescence                                (3,818)
                                                              ---------
         Total                                                $ 905,388
                                                              ---------
                                                              ---------
</TABLE>

4.   Commitments and Contingencies

     In November 1993, the Company and its Multipress subsidiary were sued in
     Indiana Superior Court by an employee of a company that had purchased one
     of the Company's presses from a 3rd party. The plaintiff seeks unspecified
     monetary damages for a personal injury that occurred in her employer's
     facility. Although the Company's subsidiary carries full product liability
     insurance, the Company's former management did not notify the 

                                      7

<PAGE>

     insurance carrier within the prescribed time period. Accordingly, this 
     claim is not covered by insurance. Based upon consultation with the 
     Company's counsel, the Company does not believe that the litigation will 
     have a material adverse effect on the consolidated financial position, 
     results of operations or cash flows of the Company. The company has made 
     a provision for the estimated potential loss on this matter.

5.   Earnings Per Share

     On December 31, 1997, the Company adopted Financial Accounting Statement
     No. 128 issued by the Financial Accounting Standards Board. Under Statement
     128, the Company was required to change the method previously used to
     compute earnings per share and to restate all prior periods. Under the new
     requirements for calculating basic earnings per share, the dilutive effect
     of stock options are excluded. The impact of Statement 128 on the
     calculation of earnings per share is as follows:
<TABLE>
                                                  3 Months Ended              9 Months Ended
                                                     June 30,                    June 30,
                                             -----------------------     -----------------------
                                                1998          1997          1998         1997
                                                ----          ----          ----         ----
     <S>                                     <C>           <C>            <C>          <C>
     Basic:

     Average Shares Outstanding              2,554,056     2,395,680      2,554,056    2,395,680

     Income (Loss) From Operations            $(49,129)     $339,697       $328,970     $907,418

     Basic Earnings (Loss)
         Per Share (FAS 128)                  $  (0.02)     $   0.14       $   0.13     $   0.38

     Net Income                               $ 18,374      $299,484       $331,220     $859,512

     Basic Earnings Per Share (FAS 128)       $   0.01      $   0.13       $   0.13     $   0.36

     Primary Earnings Per Share,
        As Previously Reported                    N.A.      $   0.13           N.A.     $   0.36
</TABLE>


                                       8

<PAGE>

(Note 5 - continued)

<TABLE>
<CAPTION>
                                                       3 Months Ended              9 Months Ended
                                                          June 30,                      June 30,
                                                 -------------------------     ------------------------
                                                    1998           1997           1998          1997
                                                 ----------     ----------     ----------    ----------
     <S>                                         <C>            <C>            <C>           <C>
     Diluted:
     
     Average Shares Outstanding                   2,554,056      2,395,680      2,554,056     2,395,680
     
     Net Effect of Dilutive
     Stock options and warrants
         based on the treasury stock
         method using average market price          240,020        131,796        297,453       175,784
                                                 ----------     ----------     ----------    ----------
     

     Total Shares                                 2,794,076      2,527,476      2,851,509     2,571,464
     
     Income (Loss) From Operations                $  (49,129)    $  339,697     $  328,970    $  907,418
     
     Diluted Earnings
         Per Share (FAS 128)                     $    (0.02)    $     0.13     $     0.12    $     0.35
     
     Net Income                                  $   18,374     $  299,484     $  331,220    $  859,512
     
     Diluted Earnings
         Per Share (FAS 128)                     $     0.01     $     0.12     $     0.12    $     0.33
     
     Fully Diluted Earnings Per Share,
         As Previously Reported                        N.A.     $     0.08           N.A.    $     0.24
     
     Average Market Price
         of Common Stock                         $   1.1288     $   0.1604     $   1.2129    $   0.2009
     
        Ending Market Price
         of Common Stock                         $   1.0625     $  0.15625     $   1.0625    $  0.15625
</TABLE>

        The following securities were excluded from the calculation of diluted
        earnings per share at June 30, 1998 because they are considered
        anti-dilutive under FAS 128:

        1.       Options granted to an officer and director to purchase 50,000
                 shares of the Company's common stock at $2.00 per share.


                                       9

<PAGE>

        2.       Warrants issued pursuant to the Company's debentures to
                 purchase 465,000 shares of common stock @ $2.00 per share.


6.       Private Placement Debt

         On November 25, 1997, the Company consummated a private placement
         offering of 30 units of Company debentures in the amount of $1,530,000.
         Each unit represents: a) a $50,000 interest in a 6% $1,500,000 note
         payable, b) a warrant to purchase 10,000 shares of the Company's common
         stock at $1 per share during the period November 1, 1997 through
         September 30, 1999, and c) a warrant to purchase 15,000 shares of the
         Company's common stock at $2 per share during the period October 1,
         1999 through September 30, 2001. The Company incurred expenses of
         approximately $150,000 in connection with this offering. The Company
         utilized the proceeds of the offering to repay the bank line of credit,
         a $135,000 note payable and expenses associated with the offering.

         Schedule of required future annual principal payments:

<TABLE>
<CAPTION>
         Year Ended June 30
         ------------------
         <S>                                                      <C>
         1999                                                     $    200,000
         2000                                                          200,000
         2001                                                          200,000
         2002                                                          750,000
                                                                  ------------
         TOTAL                                                    $  1,350,000
                                                                  ------------
                                                                  ------------
</TABLE>


                                      10

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Three Months Ended June 30, 1998 as Compared to June 30, 1997

Net Sales for the three months ended June 30, 1998 were $1,441,994 as 
compared to $1,730,069 for the three months ended June 30, 1997, a decrease 
of $311,311 or 17.7%. Gross profit was $470,747 or 32.6% of sales as compared 
to $647,733 or 37.4% of sales for the same period a year earlier. Sales were 
lower in the third quarter this year as compared to last year due to 
increased delivery times for more complex machines. The move to more complex 
machines is a continuing trend in the industry. This change in product mix 
presented a significant increase in workload for the engineering department. 
The Company is addressing this challenge by outsourcing some design work, as 
well as, attempting to increase the number of engineering personnel. A tight 
labor market has made the latter objective difficult. However, the Company's 
backlog remains strong at over $2,000,000, the highest level ever. Gross 
profit margins decreased 4.8% due to increases in material and labor costs 
with no corresponding price increases on the Company's products, as well as 
decreased sales volume. The company has been unable to increase prices due to 
competition. However, in October 1998 the Company plans to introduce a price 
increase to all products which, along with a recent cost reduction analysis 
of certain products, should improve profit margins.

Selling, general and administrative expenses increased from $308,036 during 
the three months ended June 30, 1997 to $519,876 for the three months ended 
June 30, 1998. The increase is due to a number of items including annual 
meeting expenses, trade show expenses, and accelerated contract payments to 
and options buyback from the former Chief Financial Officer. Continuing legal 
fees and increases in wages and benefits to hire additional staff also 
contributed to the increase. Selling, general and administrative expenses as 
a percentage of sales were 36.0% during the three months ended June 30, 1998 
as compared to 17.8% for the three months ended June 30, 1997.

Interest expense of $24,675 was offset by $7,768 of interest revenue for a 
net interest expense of $16,907 for the three months ended June 30, 1998 as 
compared to $37,930 for the comparable period a year earlier. The decrease is 
due primarily to the reduction of the interest rate on the Company's 
outstanding indebtedness. The Company currently has $1,550,000 of 6% debt 
represented by $1,350,000 first secured debt issued in November 1997 and 
$200,000 second secured convertible debt which also bears interest at 6%. An 
additional $200,000 of the second secured convertible note is interest free 
as of March 1, 1998.

Net income for the period was $18,374 as compared to $299,484 during the 
corresponding period a year earlier, a reduction of $281,110, due to reasons 
aforementioned. The current period net income includes a refund of worker's 
compensation premiums of $31,085 and the reversal of $77,092 in expenses 
previously estimated which have not been realized. The income tax provision 
for the period ending June 30 includes a benefit related to utilization of 
NOL carry forwards of approximately $12,000. The 1998 provision relates to 
city income taxes, and the federal alternative minimum tax.


                                      11

<PAGE>

Nine Months Ended June 30, 1998 as Compared to June 30, 1997

Net Sales for the nine months ended June 30, 1998 were $4,883,401 as compared 
to $4,864,011 for the nine months ended June 30, 1997, an increase of $19,390 
or 0.3%. Gross profit was $1,666,742 or 34.1% of sales as compared to 
$1,827,278 or 37.5% of sales for the same period a year earlier. Sales did 
not increase as expected during the nine months as compared to last year and 
in fact, were lower in the third quarter this year as compared to last year 
due to increased delivery times for more complex machines. The move to more 
complex machines is a continuing trend in the industry. This change in 
product mix presented a significant increase in workload for the engineering 
department. The Company is addressing this challenge by outsourcing some 
design work, as well as, attempting to increase the number of engineering 
personnel. A tight labor market has made the latter objective difficult. 
However, the Company's backlog remains strong at over $2,000,000, the 
highest level ever. Gross profit margins decreased 3.4% due to increases in 
material and labor costs with no corresponding price increases on the 
Company's products. The Company has been unable to increase prices due to 
competition. However, in October 1998 the Company plans to introduce a price 
increase to all products which, along with a recent cost reduction analysis 
of certain products, should improve profit margins.

Selling, general and administrative expenses increased from $919,860 during 
the nine months ended June 30, 1997 to $1,337,772 for the nine months ended 
June 30, 1998. The increase is due to several one time payments during the 
nine months totaling $126,000, composed of $65,000 paid to the Company's 
President and former Chief Financial Officer as part of an agreement to 
reprice their 350,000 stock options from $0.10 to $1.00, a subsequent buyout 
of the former CFO's stock options totaling $26,250 and accelerated payments 
on his employment contract of $35,000. Also contributing to the increase were 
commissions of approximately $105,000 paid to outside manufacturers' 
representatives compared to the same period last year as more sales were made 
by outside commissioned reps than by salaried salespersons. Additionally, 
continuing legal fees of $105,000, increased wages and benefits for 
additional staff of approximately $65,000 and annual meeting expenses of 
approximately $40,000 raised the selling, general and administrative 
expenses. Selling, general and administrative expenses as a percentage of 
sales were 27.4% during the nine months ended June 30, 1998 as compared to 
18.9% for the nine months ended June 30, 1997.

Interest expense of $86,473 was offset by $20,376 of interest revenue for a 
net interest expense of $66,097 for the nine months ended June 30, 1998 as 
compared to $117,776 for the comparable period a year earlier. The decrease 
is due primarily to the reduction of the interest rate on the Company's 
outstanding indebtedness. The Company currently has $1,550,000 of 6% debt 
represented by $1,350,000 first secured debt issued in November 1997 and 
$200,000 second secured convertible debt which also bears interest at 6%. An 
additional $200,000 of the second secured convertible note is interest free 
as of March 1, 1998.


                                      12

<PAGE>

Nine Months Ended June 30, 1998 as Compared to June 30, 1997 - continued

Net income for the period was $331,220 as compared to $859,512 during the 
corresponding period a year earlier, a reduction of $528,292. This reduction 
is due mainly to the increase in selling, general and administrative expenses 
as described above and income tax expenses of $36,847.

At the annual meeting on May 22, 1998, Jonathan Reuben resigned as an officer 
and Director of the Company. Mr. Reuben and the Company agreed on certain 
payments being made to Mr. Reuben in accordance with his employment contract 
by the end of the fiscal year. The Company paid him $62,637 in the third 
quarter composed of $26,250 to repurchase his stock options and approximately 
$36,387 of compensation. The Company will pay Mr. Reuben approximately 
$38,000 of compensation during the fourth quarter to complete the terms of 
the agreement. This will have a negative impact on expected income over the 
final three months of the fiscal year.

The income tax provision for the period ending June 30 includes a benefit 
related to utilization of NOL carry forwards of approximately $140,000. The 
1998 provision relates to city income taxes, and the federal alternative 
minimum tax.

Liquidity and Capital Resources

As of June 30, 1998, the Company had a working capital surplus of $1,059,277 
as compared to a working capital deficiency of $599,013 at June 30, 1997 and 
a working capital deficiency of $459,977 at September 30, 1997. The change 
from a working capital deficit to a working capital surplus is due to the 
profitable operations of the Company and more importantly, the refinancing of 
the Company's outstanding bank indebtedness. At September 30, 1997 and in 
previous quarters, the Company's bank indebtedness had been due on demand and 
accordingly shown in current liabilities, thereby increasing the Company's 
working capital deficiency. On November 25, 1997, the Company completed a 
$1,530,000 financing consisting primarily of a $1,500,000 three year loan. 
This loan, except for the current portion of $200,000, is disclosed in 
long-term liabilities and accordingly results in a better working capital 
balance.

This surplus should continue to increase as the Company anticipates 
profitable operations at least through the foreseeable future. The Company's 
major source of liquidity continues to be from available cash on hand which 
is generated from profitable cash flow from operations. The Company has no 
material commitments at this time other than its quarterly payments of 
$50,000 on the long-term note payable.

Year 2000 Compliance

The Company utilizes a number of computer programs in its operations. Any of 
the Company's programs that recognize a date using "00" as the year 1900 
rather than the year 2000 could result


                                      13

<PAGE>

Year 2000 Compliance - continued

in errors or system failures. The Company has selected and approved an 
accounting and inventory computer system which will lead to a one time 
material expenditure not to exceed $175,000. Financing for the system will be 
provided under a three year term loan from a local bank. The software is 
certified year 2000 compliant and is expected to be installed, implemented, 
and active by December 31, 1998. The Company believes that this purchase will 
materially reduce the exposure of the Company to future year 2000 compliance 
expenses. In the event the Company is unable to fully implement the software 
before January 1, 2000 the Company's accounting and information systems will 
fail resulting in a material financial risk to the Company.

Statements in this Form 10-QSB that are not historical facts, including 
statements about the Company's prospects, about the future impact of 
litigation, and the possible conversion of notes to stock, are 
forward-looking statements that involve risks and uncertainties. These risks 
and uncertainties could cause actual results to differ materially from the 
statements made, including the impact of the litigation against the Company. 
Please see the information appearing in the Company's 1997 Form 10KSB under 
"Risk Factors."


                                      14

<PAGE>

                                   PART II


Item 4.  Submission of Matters to a Vote of Security Holders

The Company submitted the following issues for shareholder vote at an annual 
meeting held on May 22, 1998 at the Company's offices in Columbus, Ohio.

 1.      Amend the Company's bylaws to set the number of directors at not less
         than three nor more than seven and to permit the Board to determine the
         exact number. The Company did not receive the required quorum of votes
         to vote on this issue.

<TABLE>
<CAPTION>
             For           Against        Abstain          Broker Non-Votes
           -------         -------        -------          ----------------
           <S>             <C>            <C>              <C>
           896,302         140,316         4,330               1,271,017
</TABLE>

 2.      To elect nominees to the Company's Board. The shareholders elected the
         following four directors in accordance with the bylaws.

<TABLE>
<CAPTION>
                                              For         Withhold
                                           ---------      --------
         <S>                               <C>            <C>
         Bruce Weaver                      2,292,877       19,088
         Edward Varon                      2,292,377       19,588
         William Harrison, Jr.             2,292,377       19,588
         Murray Koppelman                  2,292,877       19,088
</TABLE>

 3.      To approve the 1997 Stock Option Plan and to grant options to purchase
         150,000 shares of common stock to certain employees. The Company did
         not receive the required quorum of votes to vote on this issue. As
         shareholder approval was requested, but not required, the Company
         approved the plan and granted the options.

<TABLE>
<CAPTION>
               For       Against     Abstain       Broker Non-Votes
             -------     -------     -------       ----------------
             <S>         <C>         <C>           <C>
             789,888     180,180     10,884           1,331,013
</TABLE>

 4.      To ratify the grant of options to purchase 225,000 shares each to
         Messrs. Weaver and Reuben. The Company did not receive the required
         quorum of votes to vote on this issue. As shareholder approval was
         requested, but not required, Messrs. Weaver and Reuben retained their
         options.

<TABLE>
<CAPTION>
              For       Against    Abstain        Broker Non-Votes
            -------     -------    -------        ----------------
            <S>         <C>        <C>            <C>
            656,041     175,668    149,243           1,331,013
</TABLE>

 5.      Appoint Farber & Hass LLP as independent auditors for fiscal year 
         1998. This proposal was approved. 
<TABLE>
<CAPTION>
                 For         Against      Abstain
              ---------      -------      -------
              <S>            <C>          <C>
              2,285,852       7,842       18,271
</TABLE>


                                      15

<PAGE>

Item 6.  Exhibits and Reports of Form 8-K

         a.       Exhibits
                  27.1 Financial Data Schedule

         b.       Reports on Form 8-K

         c.       Not applicable


                                      16

<PAGE>

                                   Signatures

In accordance with the requirements of the Exchange Act, the registrant has 
caused this report to be signed on its behalf by the undersigned thereunto 
duly authorized:

                                               Quality Products, Inc.
                                                     Registrant


Date:  August 10, 1998                By       /s/ Bruce C. Weaver
                                               --------------------------------
                                               Bruce C. Weaver
                                               President (Principal Executive
                                               Officer)





                                      By       /s/ Tac D. Kensler
                                               --------------------------------
                                               Tac D. Kensler
                                               Chief Financial Officer


                                      17



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               JUN-30-1998
<CASH>                                         561,285
<SECURITIES>                                         0
<RECEIVABLES>                                  762,263
<ALLOWANCES>                                  (11,867)
<INVENTORY>                                    905,388
<CURRENT-ASSETS>                             2,368,538
<PP&E>                                         848,766
<DEPRECIATION>                               (818,706)
<TOTAL-ASSETS>                               2,405,878
<CURRENT-LIABILITIES>                        1,309,261
<BONDS>                                      1,550,000
                                0
                                          0
<COMMON>                                            25
<OTHER-SE>                                   (453,408)
<TOTAL-LIABILITY-AND-EQUITY>                 2,405,878
<SALES>                                      1,441,994
<TOTAL-REVENUES>                             1,441,994
<CGS>                                          971,247
<TOTAL-COSTS>                                1,491,123
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              16,907
<INCOME-PRETAX>                                 42,788
<INCOME-TAX>                                    24,414
<INCOME-CONTINUING>                             18,374
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,374
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        

</TABLE>


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