8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2005

Q.E.P. CO., INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-21161	13-2983807
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1081 Holland Drive

Boca Raton, Florida 33487

(Address of principal executive offices)

561-994-5550

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Section 2- Financial Information

Item 2.02. Results of Operations and Financial Condition.

On March 9, 2005, Q.E.P. Co., Inc. (the “Company”) issued a press release regarding preliminary estimated results for its 2005 fiscal year. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Section 9- Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

As described in Item 2.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release of the Company dated March 9, 2005.

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.

	Q.E.P. Co., Inc.
Date: March 9, 2005	By:	/s/ Marc Applebaum
	Name:	Marc Applebaum
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated March 9, 2005.

EX-99.1

Exhibit 99.1

Contact:

Marc Applebaum

Chief Financial Officer

Q.E.P. Co., Inc.

(561) 994-5550

Q.E.P. CO., INC. ANNOUNCES PRELIMINARY RESULTS FOR FISCAL 2005 AND

INITIAL GUIDELINES FOR FISCAL 2006

BOCA RATON, FLORIDA - March 9, 2005—Q.E.P. Co., Inc. (Nasdaq: QEPC) today announced selected preliminary results for its fiscal year ended February 28, 2005. For fiscal 2005 sales increased nearly 20% to approximately $170 million from $143 million in the prior year. The improvement was the result of market share gains and contributions from domestic and foreign acquisitions consummated during the year.

The company’s operating income, after tax, for the 2005 fiscal period is expected to be approximately $1 million less than anticipated. The shortfall was the result of a continuing erosion (particularly in the fourth quarter of fiscal 2005) in the company’s gross margin due primarily to higher costs for raw materials, shipping and energy.

An approximate $1 million tax benefit associated with the recognition of certain accumulated international losses on its U.S. tax return for the fiscal 2005 year is expected to offset the operating income shortfall and result in net earnings after tax in the upper end of the range of $1.27 to $1.30 per share as previously estimated by the company.

For fiscal 2006, gross margins are anticipated to gradually improve as a result of a series of price increases that will become effective during the course of the year with the Company’s major customers. Sales for the fiscal 2006 period are estimated to grow by 20 percent and be in excess of $200 million.

Lewis Gould, Q.E.P.’s Chairman and Chief Executive Officer, stated: “The past fiscal year has been challenging because of unprecedented and consistently rising raw materials and shipping costs. We have a number of initiatives that will result in us obtaining higher prices for fiscal 2006, which will begin to improve our gross margins as we progress through the year. The Company anticipates that its final fiscal 2005 fourth-quarter and full-year results will be released during the week of April 18, 2005 at which the time it will give full guidance for the fiscal 2006 period.”

Page 2

Q.E.P. Co., Inc., founded in 1979, is a leading manufacturer, marketer and distributor of a broad line of flooring tools and accessories for the home improvement and professional installer markets. Under brand names Q.E.P., Roberts, Q-Set and O’Tool, Q.E.P. markets approximately 3,000 products used primarily for surface preparation and installation of ceramic tile, carpet, vinyl and wood flooring. The Company sells its products to large home improvement retail centers, as well as traditional distribution outlets in 50 states and around the world.

Certain statements in this press release, including statements regarding our expected sales, operating income and tax benefits for our 2005 fiscal year as well as our gross sales for our 2006 fiscal year, and regarding our ability to increase prices and improve our gross margins are forward-looking statements, which are made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. The forward-looking statements are made only as of the date of this report and are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in the forward-looking statements. Among the risks and uncertainties that could cause such a difference are the Company’s assumptions relating to the expected growth in sales of its products, its ability to effectively integrate Roberts Mexicana and other acquired businesses, the success of the Company’s sales and marketing efforts, improvements in productivity and cost reductions, changes in prices of raw materials and our inability to effect price increases, as well as certain other risks. A more detailed discussion of risks attendant to the forward-looking statements included in this press release are set forth in the “Forward-Looking Statements” section of the Company’s Annual Report on Form 10-K for the year ended February 29, 2004, filed with the Securities and Exchange Commission (“SEC”), and in other reports already filed with the SEC.