As filed with the Securities and Exchange Commission on October 3, 1997
                                                           File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ________

                                 QPQ CORPORATION
               (Exact name of issuer as specified in its charter)
                                    ________

               Florida                                      65-0611607
   (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

            7777 Glades Road
              Suite 213
          Boca Raton, Florida                                 33434
 (Address of principal executive offices)                   (Zip Code)
                                     ________

                     QPQ CORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                    ________

                              C. Lawrence Rutstein
                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                                 (561) 470-6005
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________


<PAGE>

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                          Proposed     Proposed
                                          maximum      maximum
                                          offering     aggregate    Amount of
Title of securities     Amount to be      price per    offering     registration
 to be registered       registered        share        price        fee

================================================================================

Common Stock(1)
($.01 par value)        1,000,000 shares   $.91        $910,000     $275.76

================================================================================

(1)         Estimated  solely  for the  purpose of  computing  the amount of the
            registration fee in accordance with Rule 457(c) under the Securities
            Act  based  upon the  average  of the high and low bid price for the
            Common Stock, $.01 per share (the "Common Stock") as reported on the
            Nasdaq SmallCap Market on September 30, 1997.






























                                      2


<PAGE>



                                 QPQ CORPORATION

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                    Caption in Prospectus
            --------------------               ---------------------
 
 1.    Forepart of Registration State-         Facing Page of Registration
       ment and Outside Front Cover            Statement and Cover Page of
       Page of Prospectus                      Prospectus

 2.    Inside Front and Outside Back           Inside Cover Page of Pro-
       Cover Pages of Prospectus               spectus and Outside Cover Page of
                                               Prospectus

 3.    Summary Information, Risk Fac-          Not Applicable
       tors and Ratio of Earnings to
       Fixed Charges

 4.    Use of Proceeds                         Not Applicable

 5.    Determination of Offering Price         Not Applicable

 6.    Dilution                                Not Applicable

 7.    Selling Security Holders                Not Applicable

 8.    Plan of Distribution                    Cover Page of Prospectus

 9.    Description of Securities to be         Description of Securities;
       Registered                              QPQ Corporation 1997 Stock Option
                                               Plan

10.    Interests of Named Experts and          Legal Matters
       Counsel

11.    Material Changes                        Not Applicable

12.    Incorporation of Certain Infor-         Incorporation of Certain
       mation by Reference                     Documents by Reference

13.    Disclosure of Commission Posi-          Indemnification
       tion on Indemnification for
       Securities Act Liabilities







                                        3


<PAGE>

PROSPECTUS
                                 QPQ CORPORATION

                        1,000,000 Shares of Common Stock
                                ($.01 par value)

                             Issued Pursuant to the
                     QPQ Corporation 1997 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,000,000 shares of Common Stock, $.01 par value (such shares being
collectively  referred to as the "Shares") of QPQ Corporation  (the "Company" or
"QPQ") which may be issued,  as set forth herein,  to officers,  directors,  key
employees  and   consultants  of  the  Company   pursuant  to  the  exercise  of
non-qualified  or incentive stock options to purchase up to 1,000,000  shares of
Common Stock under and in accordance with the QPQ Corporation  1997 Stock Option
Plan (the "Plan")  (the Plan covers the  issuance of up to  1,000,000  shares of
Common Stock), and separate stock option agreements with employees and directors
(the  "Option  Agreements")  (such  options  being  collectively  referred to as
"Options" or "Plan  Options:").  All of the Options or Shares will be granted or
issued to such officers,  directors,  key employees and consultants  pursuant to
individual written option agreements.  Such prospective selling stockholders may
sometimes  hereafter  be  collectively  referred  to as  the  "Selling  Security
Holders." The Company has adopted the QPQ Corporation  1997 Stock Option Plan in
order to have available equity  participation that can be utilized to reward and
provide  incentives to current and future  employees of the Company,  members of
management  and other key  participants  who can fulfill a  substantial  role in
developing and  administering  the operations of the Company.  It is anticipated
that the Selling  Security  Holders may sell all or a portion of the Shares from
time  to  time  in the  over-the-counter  market,  in  negotiated  transactions,
directly or through  brokers or otherwise,  and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated  prices, and
the Company will not receive any proceeds  from such sales except upon  exercise
of the Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                   _________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                   _________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

               The date of this Prospectus is October 32, 1997.


                                        4

<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is  traded on the  Nasdaq  SmallCap  Market  ("Nasdaq")  under the  symbol
"QPQQ."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,000,000  shares of the Company's
Common Stock, to be issued to officers,  directors, key employees or consultants
to the Company under the Plan, the Option  Agreements or the Agreements,  as the
case may be. This  Prospectus,  which is Part I of the  Registration  Statement,
omits certain information contained in the Registration  Statement.  For further
information  with  respect to the  Company  and the  shares of the Common  Stock
offered by this  Prospectus,  reference is made to the  Registration  Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily  complete,  and where any such document is an exhibit to the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996.

      2.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.







                                        5


<PAGE>



      3.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.

      4.    The Company's Current Report on Form 8-K filed September 18, 1997.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should  be  directed  to  Corporate  Secretary,  QPQ
Corporation,  7777 Glades Road, Suite 211, Boca Raton, Florida 33434,  Telephone
No. (561) 470-6005.

























                                        6


<PAGE>



                                   THE COMPANY


      The Company was organized in Florida under the name of International Pizza
Corporation in July 1993. Since May 1997, new management of the Company has been
focusing  its  efforts on  disposing  of  previously  unprofitable  areas of the
Company's operations and implementing a new business plan aimed at acquiring and
developing  businesses with asset-based and profitable  operations.  During this
time,  the  Company  has  sold  certain  of  its  historically  unprofitable  or
marginally  profitable  businesses and has  undertaken a search for  acquisition
candidates which meet the Company's criteria.  As a result of these efforts, the
Company has identified two  acquisition  candidates and has entered into letters
of  intent  with  these   candidates.   Management   believes  that  both  these
acquisitions  will be  completed  during the final fiscal  quarter of 1997.  The
Company has adopted the QPQ Corporation  1997 Stock Option Plan in order to have
available  equity  participation  that can be  utilized  to reward  and  provide
incentives to current and future employees of the Company, members of management
and other key  participants who can fulfill a substantial role in developing and
administering the operations of the Company.

      On September 2, 1997,  the Company  executed a Letter of Intent to acquire
the business  operations and assets of Replogle  Enterprises,  LLC  ("Replogle")
which is located in Henry,  Tennessee  and has been  continuously  operating for
over 40 years.  Replogle sells  processed  lumber  throughout  the  Southeastern
United States.  In addition to the transaction  with Replogle,  on September 29,
1997,  the  Company  entered  into a Letter  of  Intent  to  acquire  all of the
outstanding stock of Lator International,  Inc. ("Lator"). Lator, based in South
Florida,  was formed to  acquire  and  operate  companies  in the  environmental
resource industry. Lator is in the process of acquiring another entity, Torland,
which  harvests  and  wholesales  peat moss.  The  Company is in the  process of
undertaking various equity capital transactions in order to supplement its asset
base and working capital in support of such acquisitions.

                    QPQ CORPORATION 1997 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
As of the date hereof,  no Plan  Options  have as yet been  issued.  Each person
receiving  an option  under the Plan  should  read the Plan and  related  option
agreement  in its  entirety.  The  Company  agrees  to  amend  its  Articles  of
Incorporation,  as required,  to authorize  sufficient shares of Common Stock to
permit the grant and exercise of the Options provided for by this Plan.






                                      7


<PAGE>



      The Company's 1997 Stock Option Plan was adopted by the Board of Directors
on September 26, 1997,  effective as of that date.  Under the Plan,  the Company
has  reserved an  aggregate  of  1,000,000  shares of Common  Stock for issuance
pursuant  to  Options  granted  under the Plan.  The  purpose  of the Plan is to
encourage stock ownership by officers,  directors, key employees and consultants
of the  Company,  and to give such  persons a greater  personal  interest in the
success of the Company's  business and an added incentive to continue to advance
and  contribute  to the  Company.  The  Compensation  Committee  of the Board of
Directors (the  "Committee")  of the Company will administer the Plan including,
without  limitation,  the  selection  of the  persons  who will be granted  Plan
Options  under the Plan,  the type of Plan Options to be granted,  the number of
shares subject to each Plan Option and the Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided that no Plan Option may be  exercisable  more than ten (10) years after
the date of its grant  and,  in the case of an  Incentive  Option  granted to an
eligible  employee  owning more than 10% of the Common Stock,  no more than five
(5) years after the date of the grant.

      The Plan was  authorized  by the Board of Directors on September 26, 1997,
and the Company will seek to obtain approval and ratification of the Plan by the
stockholders  of the Company at the annual  meeting of  stockholders  to be held
subsequent thereto.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries  are  eligible  to  receive  Non-Qualified  Options  under  the QPQ
Corporation  1997 Stock Option Plan.  Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan will be administered by the Company's  Compensation  Committee of
the  Board of  Directors.  The  Committee  determines  from  time to time  those





                                      8


<PAGE>


officers,  directors, key employees and consultants of the Company or any of its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option  agreements,  the time or times at which such Plan Options
shall be granted,  the type of Plan  Options to be granted,  the dates such Plan
Options  become  exercisable,  the number of shares subject to each Plan Option,
the  purchase  price of such  shares and the form of  payment  of such  purchase
price. All other questions  relating to the  administration of the Plan, and the
interpretation of the provisions  thereof and of the related option  agreements,
are resolved by the Committee.

SHARES SUBJECT TO AWARDS

      The Company will reserve  1,000,000 of its authorized but unissued  shares
of Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 1,000,000 shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 1,000,000 shares (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, no proportionate  adjustment shall be made in
the  number  or kind of  shares  subject  to the Plan  except  with  respect  to
unexercised  Plan  Options  and in the  purchase  price  per  share  under  such
unexercised Plan Options.  Subject to determination by the Board of Directors or
the Committee, any adjustment, however, will not change the total purchase price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided  that not less than 30 days written  notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such  Eligible  Person  shall  have the  right,  during  the  period  of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.






                                      9


<PAGE>



TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Committee or by the Board
of Directors.  Each Plan Option may be exercised in whole or in part at any time
during the period from the date of the grant until the end of the period covered
by the Plan Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Options are first
exercisable  by any  option  holder  during any  calendar  year  (including  all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are qualified  under Section 422 of the Internal  Revenue Code of 1986, as
amended) shall not exceed $100,000.

EXERCISE PRICE

      The  purchase  price for shares  subject to  Incentive  Options must be at
least 100% of the fair market  value of the  Company's  Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market value in the case of an Incentive Option granted to a person who
is a "10%  stockholder."  A "10%  stockholder"  is a person who owns (within the
meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986) at the time
the Incentive  Option is granted,  shares  possessing more than 10% of the total
combined voting power of all classes of the  outstanding  shares of the Company,
any parent or any  subsidiaries.  The Plan provides that fair market value shall
be determined by the Board or the Committee in accordance with procedures  which
it may  from  time  to time  establish.  If the  purchase  price  is  paid  with
consideration  other than cash, the Board or the Committee  shall  determine the
fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of Directors or the Committee, but in no event shall the exercise price be
less than the par value of the Company's Common Stock.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted,  as  determined by the Board of Directors or the
Committee, in the event of certain changes in the Company's capitalization,  but
any such  adjustment  shall not change the total purchase price payable upon the
exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,





                                      10


<PAGE>


promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable to the Board of Directors or the  Committee,  provided
that any loan or guarantee by the Company of the purchase price may only be made
upon  resolution  of the  Board or  Committee  that such  loan or  guarantee  is
reasonably expected to benefit the Company.

OPTION PERIOD

      All  Incentive  Options  shall  expire  on  or  before  the  tenth  (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options  shall  expire as provided  under the terms of the Option
grant.

TERMINATION

      All Plan Options,  except as otherwise provided therein, are nonassignable
and nontransferable,  except by will or by the laws of descent and distribution,
and during the lifetime of the optionee, may be exercised only by such optionee.
If an optionee's  employment is terminated for any reason,  other than his death
or disability or termination  for cause, or if an optionee is not an employee of
the Company but is a member of the Company's  Board of Directors and his service
as a director is terminated for any reason, other than death or disability,  the
Plan Option granted to him shall lapse to the extent  unexercised on the earlier
of the expiration date or 30 days following the date of  termination.  Except as
otherwise  provided  therein,  if the  optionee  dies  during  the  term  of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986,  as amended,  the Plan Option  granted to him lapses to the extent
unexercised  on the  earlier  of the  expiration  date of the option or one year
following the date of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors or committee  may amend,  suspend or terminate  the
Plan at any time.  However,  no such  action  may  prejudice  the  rights of any
optionee who has prior thereto been granted options under this Plan. Further, no
amendment  to this Plan which has the  effect of (a)  increasing  the  aggregate
number of Shares subject to this Plan (except for  adjustments due to changes in
the  Company's  capitalization),  or (b)  changing the  definition  of "Eligible
Person"  under this Plan,  may be  effective  unless and until  approved  by the
stockholders  of the  Company  in the same  manner as  approval  of this Plan is
required.  Any such termination of the Plan shall not affect the validity of any
Plan Options  previously granted  thereunder.  Unless the Plan shall theretofore
have been  suspended or  terminated  by the Board of  Directors,  the Plan shall
terminate on September 26, 2007.






                                       11


<PAGE>



FEDERAL INCOME TAX EFFECTS

      The following  discussion applies to the QPQ Corporation 1997 Stock Option
Plan and is based on federal income tax laws and  regulations in effect on March
31, 1997. It does not purport to be a complete description of the federal income
tax  consequences  of the Plan, nor does it describe the  consequences of state,
local or  foreign  tax laws  which may be  applicable.  Accordingly,  any person
receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee granted an Incentive Option does not recognize  taxable income
either at the date of grant or at the date of its timely exercise.  However, the
excess of the fair market value of Common Stock  received  upon  exercise of the
Incentive  Option over the Option  exercise  price is an item of tax  preference
under Section 57(a)(3) of the Code and may be subject to the alternative minimum
tax imposed by Section 55 of the Code.  Upon  disposition  of stock  acquired on
exercise of an Incentive  Option , long-term  capital gain or loss is recognized
in an amount equal to the  difference  between the sales price and the Incentive
Option exercise  price,  provided that the option holder has not disposed of the
stock  within two years from the date of grant and within one year from the date
of exercise.  If the  Incentive  Option  holder  disposes of the acquired  stock
(including the transfer of acquired stock in payment of the exercise price of an
Incentive   Option)  without   complying  with  both  of  these  holding  period
requirements  ("Disqualifying  Disposition"),  the option holder will  recognize
ordinary income at the time of such  Disqualifying  Disposition to the extent of
the  difference  between  the  exercise  price and the lesser of the fair market
value of the stock on the date the Incentive  Option is exercised (the value six
months  after the date of exercise  may govern in the case of an employee  whose
sale of stock at a profit could  subject him to suit under  Section 16(b) of the
Securities  Exchange Act of 1934) or the amount  realized on such  Disqualifying
Disposition.  Any remaining gain or loss is treated as a short-term or long-term
capital gain or loss, depending on how long the shares are held. In the event of
a Disqualifying Disposition, the Incentive Option tax preference described above
may not apply (although,  where the Disqualifying  Disposition occurs subsequent
to the year the  Incentive  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and any  subsidiary  are not entitled to a tax deduction
upon either  exercise of an Incentive  Option or  disposition  of stock acquired
pursuant  to such an  exercise,  except to the  extent  that the  Option  holder
recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Option pays the exercise  price, in full or
in part, with shares of previously  acquired  Common Stock,  the exchange should
not affect the Incentive  Option tax treatment of the exercise.  No gain or loss
should be recognized on the exchange,  and the shares  received by the employee,
equal in number to the previously acquired shares exchanged therefor,  will have
the same basis and holding  period for  long-term  capital gain  purposes as the





                                      12


<PAGE>


previously  acquired shares. The employee will not, however,  be able to utilize
the old  holding  period for the  purpose of  satisfying  the  Incentive  Option
statutory holding period  requirements.  Shares received in excess of the number
of  previously  acquired  shares will have a basis of zero and a holding  period
which  commences as of the date the Common Stock is issued to the employee  upon
exercise of the  Incentive  Option.  If an exercise  is  effected  using  shares
previously acquired through the exercise of an Incentive Option, the exchange of
the previously  acquired  shares will be considered a disposition of such shares
for the purpose of determining whether a Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option, but recognizes  ordinary income generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
Non-Qualified  Options is subject to the  restrictions on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                           DESCRIPTION OF SECURITIES

      The Company is currently  authorized  to issue up to  5,000,000  shares of
Common Stock, par value $.01 per share, of which 717,932 shares were outstanding
as of August 31, 1997.  The Company is also  authorized to issue up to 1,000,000
shares of  Preferred  Stock,  par value $.01 per  share,  no shares of which are
issued and outstanding.

COMMON STOCK

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared by the Board of  Directors  out of funds,  legally





                                      13


<PAGE>


available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

PREFERRED STOCK

      The  Company  is  authorized  to  issue a total  of  1,000,000  shares  of
Preferred  Stock, par value $.01 per share. The Preferred Stock may be issued by
resolutions  of the Company's  Board of Directors  from time to time without any
action of the  stockholders.  Such  resolutions may authorize  issuances of such
Preferred  Stock in one or more series and may fix and  determine  dividend  and
liquidation preferences, voting rights, conversion privileges,  redemption terms
and other privileges and rights of the shares of each authorized  series.  While
the Company  includes such  Preferred  Stock in its  capitalization  in order to
enhance its financial  flexibility,  such Preferred Stock could possibly be used
by the Company as a means to preserve control by present management in the event
of a potential  hostile  takeover of the Company.  In addition,  the issuance of
large  blocks of  Preferred  Stock could  possibly  have a dilutive  effect with
respect to the existing holders of Common Stock of the Company.

TRANSFER AGENT

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, NY 10004.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

                                     EXPERTS

      The consolidated  financial statements of QPQ Corporation  incorporated by
reference in the QPQ  Corporation  Annual  Report (Form 10-K) for the year ended
December 31, 1995,  have been  audited by Coopers & Lybrand,  L.L.P.,  Certified
Public  Accountants,  as set forth in their report thereon  included therein and






                                       14


<PAGE>


incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

      The consolidated  financial statements of QPQ Corporation  incorporated by
reference in the QPQ  Corporation  Annual  Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Moore Stephens Lovelace,  P.L, Certified
Public  Accountants,  as set forth in their report thereon  included therein and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.


                                 INDEMNIFICATION

      Article VII of the Amended  Articles of  Incorporation  provides  that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



















                                      15


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Registrant's  latest annual report or transitional  report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of
the Registrant,  either (1) the latest  prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"),  that contains audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

            (b)   The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1997.

            (c)   The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997.

            (d)   The Company's  Current Report on Form 8-K filed  September 18,
1997.

            (e)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (f)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.






                                      II-1


<PAGE>



ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

      Article VII of the Amended  Articles of  Incorporation  provides  that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

      Inasmuch as the  employees,  executives,  directors  and  consultants  who
received the Shares of the Company will either have  knowledge,  sophistication,
access to  comprehensive  information  relevant to the  Company,  and/or will be
limited in number,  such  transactions  will be  undertaken  in  reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  such  security  holders will be required to express an
investment intent and consent to the imprinting of a restrictive  legend on each
stock certificate to be received from the Registrant.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        QPQ Corporation 1997 Stock Option Plan

4(b)        Form of Stock Option  Agreements  to be issued  pursuant to the 1997
            Stock Option Plan

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of shares of Common Stock pursuant to the above agreement

                                      II-2


<PAGE>




(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of Coopers & Lybrand, L.L.P.

(24.3)      Consent of Moore Stephens Lovelace, P.L.

ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Boca  Raton and the State of  Florida,  on the
2nd day of October, 1997.

                                    QPQ CORPORATION


                                    By:/s/ C. Lawrence Rutstein
                                       ------------------------
                                         C. Lawrence Rutstein
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


SIGNATURE                     TITLE                              DATE
---------                     -----                              ----


                              Chairman of the Board of
                              Directors, President, Principal
                              Executive Officer, Financial and
/s/C. Lawrence Rutstein       Accounting Officer
-------------------------
C. Lawrence Rutstein                                             October 2, 1997



/s/Robert Hausman             Director
-------------------------
Robert Hausman                                                   October 2, 1997














                                           II-4


<PAGE>



                                  EXHIBIT INDEX

                                 QPQ CORPORATION


EXHIBIT
NUMBER                       DESCRIPTION                                  PAGE
------                       -----------                                  ----

4(a)        QPQ Corporation 1997 Stock Option Plan

4(b)        Form of Stock Option Agreements to be issued
            pursuant to the 1997 Stock Option Plan Company

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
            relating to the issuance of shares of Common Stock
            pursuant to the 1997 Stock Option Plan

(24.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A.
            included in the opinion filed as exhibit (5) hereto

(24.2)      Consent of Coopers & Lybrand, L.L.P.

(24.3)      Consent of Moore Stephens Lovelace, P.L.
[{"type": "S-8", "sequence": "1", "description": "QPQ CORPORATION", "secsgml_size_bytes": 52724}]
{"company-data": {"conformed-name": "QPQ CORP", "cik": "0000910111", "assigned-sic": "5812", "irs-number": "650423147", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37103", "film-number": "97690361"}, "business-address": {"street1": "7777 GLADES RD", "street2": "STE 211", "city": "BOCA RATON", "state": "FL", "zip": "33434", "phone": "3056748115"}, "mail-address": {"street1": "1000 LINCOLN RD", "street2": "SUITE 200", "city": "MIAMI BEACH", "state": "FL", "zip": "33139"}}
As filed with the Securities and Exchange Commission on October 3, 1997
                                                           File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ________

                                 QPQ CORPORATION
               (Exact name of issuer as specified in its charter)
                                    ________

               Florida                                      65-0611607
   (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                      Identification No.)

            7777 Glades Road
              Suite 213
          Boca Raton, Florida                                 33434
 (Address of principal executive offices)                   (Zip Code)
                                     ________

                     QPQ CORPORATION 1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                    ________

                              C. Lawrence Rutstein
                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                                 (561) 470-6005
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________
CALCULATION OF REGISTRATION FEE

================================================================================
                                          Proposed     Proposed
                                          maximum      maximum
                                          offering     aggregate    Amount of
Title of securities     Amount to be      price per    offering     registration
 to be registered       registered        share        price        fee

================================================================================

Common Stock(1)
($.01 par value)        1,000,000 shares   $.91        $910,000     $275.76

================================================================================

(1)         Estimated  solely  for the  purpose of  computing  the amount of the
            registration fee in accordance with Rule 457(c) under the Securities
            Act  based  upon the  average  of the high and low bid price for the
            Common Stock, $.01 per share (the "Common Stock") as reported on the
            Nasdaq SmallCap Market on September 30, 1997.

                                      2
QPQ CORPORATION

         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                    Caption in Prospectus
            --------------------               ---------------------
 
 1.    Forepart of Registration State-         Facing Page of Registration
       ment and Outside Front Cover            Statement and Cover Page of
       Page of Prospectus                      Prospectus

 2.    Inside Front and Outside Back           Inside Cover Page of Pro-
       Cover Pages of Prospectus               spectus and Outside Cover Page of
                                               Prospectus

 3.    Summary Information, Risk Fac-          Not Applicable
       tors and Ratio of Earnings to
       Fixed Charges

 4.    Use of Proceeds                         Not Applicable

 5.    Determination of Offering Price         Not Applicable

 6.    Dilution                                Not Applicable

 7.    Selling Security Holders                Not Applicable

 8.    Plan of Distribution                    Cover Page of Prospectus

 9.    Description of Securities to be         Description of Securities;
       Registered                              QPQ Corporation 1997 Stock Option
                                               Plan

10.    Interests of Named Experts and          Legal Matters
       Counsel

11.    Material Changes                        Not Applicable

12.    Incorporation of Certain Infor-         Incorporation of Certain
       mation by Reference                     Documents by Reference

13.    Disclosure of Commission Posi-          Indemnification
       tion on Indemnification for
       Securities Act Liabilities

                                        3
PROSPECTUS
                                 QPQ CORPORATION

                        1,000,000 Shares of Common Stock
                                ($.01 par value)

                             Issued Pursuant to the
                     QPQ Corporation 1997 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,000,000 shares of Common Stock, $.01 par value (such shares being
collectively  referred to as the "Shares") of QPQ Corporation  (the "Company" or
"QPQ") which may be issued,  as set forth herein,  to officers,  directors,  key
employees  and   consultants  of  the  Company   pursuant  to  the  exercise  of
non-qualified  or incentive stock options to purchase up to 1,000,000  shares of
Common Stock under and in accordance with the QPQ Corporation  1997 Stock Option
Plan (the "Plan")  (the Plan covers the  issuance of up to  1,000,000  shares of
Common Stock), and separate stock option agreements with employees and directors
(the  "Option  Agreements")  (such  options  being  collectively  referred to as
"Options" or "Plan  Options:").  All of the Options or Shares will be granted or
issued to such officers,  directors,  key employees and consultants  pursuant to
individual written option agreements.  Such prospective selling stockholders may
sometimes  hereafter  be  collectively  referred  to as  the  "Selling  Security
Holders." The Company has adopted the QPQ Corporation  1997 Stock Option Plan in
order to have available equity  participation that can be utilized to reward and
provide  incentives to current and future  employees of the Company,  members of
management  and other key  participants  who can fulfill a  substantial  role in
developing and  administering  the operations of the Company.  It is anticipated
that the Selling  Security  Holders may sell all or a portion of the Shares from
time  to  time  in the  over-the-counter  market,  in  negotiated  transactions,
directly or through  brokers or otherwise,  and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated  prices, and
the Company will not receive any proceeds  from such sales except upon  exercise
of the Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                   _________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                   _________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

               The date of this Prospectus is October 32, 1997.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is  traded on the  Nasdaq  SmallCap  Market  ("Nasdaq")  under the  symbol
"QPQQ."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,000,000  shares of the Company's
Common Stock, to be issued to officers,  directors, key employees or consultants
to the Company under the Plan, the Option  Agreements or the Agreements,  as the
case may be. This  Prospectus,  which is Part I of the  Registration  Statement,
omits certain information contained in the Registration  Statement.  For further
information  with  respect to the  Company  and the  shares of the Common  Stock
offered by this  Prospectus,  reference is made to the  Registration  Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily  complete,  and where any such document is an exhibit to the
Registration  Statement  or is  incorporated  by  reference  herein,  each  such
statement  is qualified  in all  respects by the  provisions  of such exhibit or
other  document,  to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement,  with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon  payment  of the  fees  prescribed  by the  rules  and  regulations  of the
Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The  Company's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996.

      2.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.

                                        5
3.    The Company's  Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.

      4.    The Company's Current Report on Form 8-K filed September 18, 1997.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests  for such  copies  should  be  directed  to  Corporate  Secretary,  QPQ
Corporation,  7777 Glades Road, Suite 211, Boca Raton, Florida 33434,  Telephone
No. (561) 470-6005.

                                        6
THE COMPANY

      The Company was organized in Florida under the name of International Pizza
Corporation in July 1993. Since May 1997, new management of the Company has been
focusing  its  efforts on  disposing  of  previously  unprofitable  areas of the
Company's operations and implementing a new business plan aimed at acquiring and
developing  businesses with asset-based and profitable  operations.  During this
time,  the  Company  has  sold  certain  of  its  historically  unprofitable  or
marginally  profitable  businesses and has  undertaken a search for  acquisition
candidates which meet the Company's criteria.  As a result of these efforts, the
Company has identified two  acquisition  candidates and has entered into letters
of  intent  with  these   candidates.   Management   believes  that  both  these
acquisitions  will be  completed  during the final fiscal  quarter of 1997.  The
Company has adopted the QPQ Corporation  1997 Stock Option Plan in order to have
available  equity  participation  that can be  utilized  to reward  and  provide
incentives to current and future employees of the Company, members of management
and other key  participants who can fulfill a substantial role in developing and
administering the operations of the Company.

      On September 2, 1997,  the Company  executed a Letter of Intent to acquire
the business  operations and assets of Replogle  Enterprises,  LLC  ("Replogle")
which is located in Henry,  Tennessee  and has been  continuously  operating for
over 40 years.  Replogle sells  processed  lumber  throughout  the  Southeastern
United States.  In addition to the transaction  with Replogle,  on September 29,
1997,  the  Company  entered  into a Letter  of  Intent  to  acquire  all of the
outstanding stock of Lator International,  Inc. ("Lator"). Lator, based in South
Florida,  was formed to  acquire  and  operate  companies  in the  environmental
resource industry. Lator is in the process of acquiring another entity, Torland,
which  harvests  and  wholesales  peat moss.  The  Company is in the  process of
undertaking various equity capital transactions in order to supplement its asset
base and working capital in support of such acquisitions.

                    QPQ CORPORATION 1997 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
As of the date hereof,  no Plan  Options  have as yet been  issued.  Each person
receiving  an option  under the Plan  should  read the Plan and  related  option
agreement  in its  entirety.  The  Company  agrees  to  amend  its  Articles  of
Incorporation,  as required,  to authorize  sufficient shares of Common Stock to
permit the grant and exercise of the Options provided for by this Plan.

                                      7
The Company's 1997 Stock Option Plan was adopted by the Board of Directors
on September 26, 1997,  effective as of that date.  Under the Plan,  the Company
has  reserved an  aggregate  of  1,000,000  shares of Common  Stock for issuance
pursuant  to  Options  granted  under the Plan.  The  purpose  of the Plan is to
encourage stock ownership by officers,  directors, key employees and consultants
of the  Company,  and to give such  persons a greater  personal  interest in the
success of the Company's  business and an added incentive to continue to advance
and  contribute  to the  Company.  The  Compensation  Committee  of the Board of
Directors (the  "Committee")  of the Company will administer the Plan including,
without  limitation,  the  selection  of the  persons  who will be granted  Plan
Options  under the Plan,  the type of Plan Options to be granted,  the number of
shares subject to each Plan Option and the Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided that no Plan Option may be  exercisable  more than ten (10) years after
the date of its grant  and,  in the case of an  Incentive  Option  granted to an
eligible  employee  owning more than 10% of the Common Stock,  no more than five
(5) years after the date of the grant.

      The Plan was  authorized  by the Board of Directors on September 26, 1997,
and the Company will seek to obtain approval and ratification of the Plan by the
stockholders  of the Company at the annual  meeting of  stockholders  to be held
subsequent thereto.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries  are  eligible  to  receive  Non-Qualified  Options  under  the QPQ
Corporation  1997 Stock Option Plan.  Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan will be administered by the Company's  Compensation  Committee of
the  Board of  Directors.  The  Committee  determines  from  time to time  those

                                      8
officers,  directors, key employees and consultants of the Company or any of its
subsidiaries to whom Plan Options are to be granted, the terms and provisions of
the respective option  agreements,  the time or times at which such Plan Options
shall be granted,  the type of Plan  Options to be granted,  the dates such Plan
Options  become  exercisable,  the number of shares subject to each Plan Option,
the  purchase  price of such  shares and the form of  payment  of such  purchase
price. All other questions  relating to the  administration of the Plan, and the
interpretation of the provisions  thereof and of the related option  agreements,
are resolved by the Committee.

SHARES SUBJECT TO AWARDS

      The Company will reserve  1,000,000 of its authorized but unissued  shares
of Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 1,000,000 shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 1,000,000 shares (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, no proportionate  adjustment shall be made in
the  number  or kind of  shares  subject  to the Plan  except  with  respect  to
unexercised  Plan  Options  and in the  purchase  price  per  share  under  such
unexercised Plan Options.  Subject to determination by the Board of Directors or
the Committee, any adjustment, however, will not change the total purchase price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided  that not less than 30 days written  notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such  Eligible  Person  shall  have the  right,  during  the  period  of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.

                                      9
TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Committee or by the Board
of Directors.  Each Plan Option may be exercised in whole or in part at any time
during the period from the date of the grant until the end of the period covered
by the Plan Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Options are first
exercisable  by any  option  holder  during any  calendar  year  (including  all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are qualified  under Section 422 of the Internal  Revenue Code of 1986, as
amended) shall not exceed $100,000.

EXERCISE PRICE

      The  purchase  price for shares  subject to  Incentive  Options must be at
least 100% of the fair market  value of the  Company's  Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market value in the case of an Incentive Option granted to a person who
is a "10%  stockholder."  A "10%  stockholder"  is a person who owns (within the
meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986) at the time
the Incentive  Option is granted,  shares  possessing more than 10% of the total
combined voting power of all classes of the  outstanding  shares of the Company,
any parent or any  subsidiaries.  The Plan provides that fair market value shall
be determined by the Board or the Committee in accordance with procedures  which
it may  from  time  to time  establish.  If the  purchase  price  is  paid  with
consideration  other than cash, the Board or the Committee  shall  determine the
fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of Directors or the Committee, but in no event shall the exercise price be
less than the par value of the Company's Common Stock.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted,  as  determined by the Board of Directors or the
Committee, in the event of certain changes in the Company's capitalization,  but
any such  adjustment  shall not change the total purchase price payable upon the
exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,

                                      10
promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable to the Board of Directors or the  Committee,  provided
that any loan or guarantee by the Company of the purchase price may only be made
upon  resolution  of the  Board or  Committee  that such  loan or  guarantee  is
reasonably expected to benefit the Company.

OPTION PERIOD

      All  Incentive  Options  shall  expire  on  or  before  the  tenth  (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options  shall  expire as provided  under the terms of the Option
grant.

TERMINATION

      All Plan Options,  except as otherwise provided therein, are nonassignable
and nontransferable,  except by will or by the laws of descent and distribution,
and during the lifetime of the optionee, may be exercised only by such optionee.
If an optionee's  employment is terminated for any reason,  other than his death
or disability or termination  for cause, or if an optionee is not an employee of
the Company but is a member of the Company's  Board of Directors and his service
as a director is terminated for any reason, other than death or disability,  the
Plan Option granted to him shall lapse to the extent  unexercised on the earlier
of the expiration date or 30 days following the date of  termination.  Except as
otherwise  provided  therein,  if the  optionee  dies  during  the  term  of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986,  as amended,  the Plan Option  granted to him lapses to the extent
unexercised  on the  earlier  of the  expiration  date of the option or one year
following the date of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors or committee  may amend,  suspend or terminate  the
Plan at any time.  However,  no such  action  may  prejudice  the  rights of any
optionee who has prior thereto been granted options under this Plan. Further, no
amendment  to this Plan which has the  effect of (a)  increasing  the  aggregate
number of Shares subject to this Plan (except for  adjustments due to changes in
the  Company's  capitalization),  or (b)  changing the  definition  of "Eligible
Person"  under this Plan,  may be  effective  unless and until  approved  by the
stockholders  of the  Company  in the same  manner as  approval  of this Plan is
required.  Any such termination of the Plan shall not affect the validity of any
Plan Options  previously granted  thereunder.  Unless the Plan shall theretofore
have been  suspended or  terminated  by the Board of  Directors,  the Plan shall
terminate on September 26, 2007.

                                       11
FEDERAL INCOME TAX EFFECTS

      The following  discussion applies to the QPQ Corporation 1997 Stock Option
Plan and is based on federal income tax laws and  regulations in effect on March
31, 1997. It does not purport to be a complete description of the federal income
tax  consequences  of the Plan, nor does it describe the  consequences of state,
local or  foreign  tax laws  which may be  applicable.  Accordingly,  any person
receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee granted an Incentive Option does not recognize  taxable income
either at the date of grant or at the date of its timely exercise.  However, the
excess of the fair market value of Common Stock  received  upon  exercise of the
Incentive  Option over the Option  exercise  price is an item of tax  preference
under Section 57(a)(3) of the Code and may be subject to the alternative minimum
tax imposed by Section 55 of the Code.  Upon  disposition  of stock  acquired on
exercise of an Incentive  Option , long-term  capital gain or loss is recognized
in an amount equal to the  difference  between the sales price and the Incentive
Option exercise  price,  provided that the option holder has not disposed of the
stock  within two years from the date of grant and within one year from the date
of exercise.  If the  Incentive  Option  holder  disposes of the acquired  stock
(including the transfer of acquired stock in payment of the exercise price of an
Incentive   Option)  without   complying  with  both  of  these  holding  period
requirements  ("Disqualifying  Disposition"),  the option holder will  recognize
ordinary income at the time of such  Disqualifying  Disposition to the extent of
the  difference  between  the  exercise  price and the lesser of the fair market
value of the stock on the date the Incentive  Option is exercised (the value six
months  after the date of exercise  may govern in the case of an employee  whose
sale of stock at a profit could  subject him to suit under  Section 16(b) of the
Securities  Exchange Act of 1934) or the amount  realized on such  Disqualifying
Disposition.  Any remaining gain or loss is treated as a short-term or long-term
capital gain or loss, depending on how long the shares are held. In the event of
a Disqualifying Disposition, the Incentive Option tax preference described above
may not apply (although,  where the Disqualifying  Disposition occurs subsequent
to the year the  Incentive  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and any  subsidiary  are not entitled to a tax deduction
upon either  exercise of an Incentive  Option or  disposition  of stock acquired
pursuant  to such an  exercise,  except to the  extent  that the  Option  holder
recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Option pays the exercise  price, in full or
in part, with shares of previously  acquired  Common Stock,  the exchange should
not affect the Incentive  Option tax treatment of the exercise.  No gain or loss
should be recognized on the exchange,  and the shares  received by the employee,
equal in number to the previously acquired shares exchanged therefor,  will have
the same basis and holding  period for  long-term  capital gain  purposes as the

                                      12
previously  acquired shares. The employee will not, however,  be able to utilize
the old  holding  period for the  purpose of  satisfying  the  Incentive  Option
statutory holding period  requirements.  Shares received in excess of the number
of  previously  acquired  shares will have a basis of zero and a holding  period
which  commences as of the date the Common Stock is issued to the employee  upon
exercise of the  Incentive  Option.  If an exercise  is  effected  using  shares
previously acquired through the exercise of an Incentive Option, the exchange of
the previously  acquired  shares will be considered a disposition of such shares
for the purpose of determining whether a Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option, but recognizes  ordinary income generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
Non-Qualified  Options is subject to the  restrictions on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the Federal  Securities Laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                           DESCRIPTION OF SECURITIES

      The Company is currently  authorized  to issue up to  5,000,000  shares of
Common Stock, par value $.01 per share, of which 717,932 shares were outstanding
as of August 31, 1997.  The Company is also  authorized to issue up to 1,000,000
shares of  Preferred  Stock,  par value $.01 per  share,  no shares of which are
issued and outstanding.

COMMON STOCK

      Subject to the dividend rights of the holders of Preferred Stock,  holders
of shares of  Common  Stock are  entitled  to share,  on a ratable  basis,  such
dividends  as may be declared by the Board of  Directors  out of funds,  legally

                                      13
available therefor. Upon liquidation,  dissolution or winding up of the Company,
after  payment  to  creditors  and  holders  of  Preferred  Stock  that  may  be
outstanding,  the assets of the Company  will be divided pro rata on a per share
basis among the holders of the Common Stock.

      Each  share of Common  Stock  entitles  the  holders  thereof to one vote.
Holders of Common Stock do not have  cumulative  voting  rights which means that
the holders of more than 50% of the shares  voting for the election of Directors
can elect all of the Directors if they choose to do so, and, in such event,  the
holders of the  remaining  shares will not be able to elect any  Directors.  The
By-Laws  of  the  Company  require  that  only a  majority  of  the  issued  and
outstanding  shares  of  Common  Stock of the  Company  need be  represented  to
constitute a quorum and to transact  business at a  stockholders'  meeting.  The
Common Stock has no  preemptive,  subscription  or conversion  rights and is not
redeemable by the Company.

PREFERRED STOCK

      The  Company  is  authorized  to  issue a total  of  1,000,000  shares  of
Preferred  Stock, par value $.01 per share. The Preferred Stock may be issued by
resolutions  of the Company's  Board of Directors  from time to time without any
action of the  stockholders.  Such  resolutions may authorize  issuances of such
Preferred  Stock in one or more series and may fix and  determine  dividend  and
liquidation preferences, voting rights, conversion privileges,  redemption terms
and other privileges and rights of the shares of each authorized  series.  While
the Company  includes such  Preferred  Stock in its  capitalization  in order to
enhance its financial  flexibility,  such Preferred Stock could possibly be used
by the Company as a means to preserve control by present management in the event
of a potential  hostile  takeover of the Company.  In addition,  the issuance of
large  blocks of  Preferred  Stock could  possibly  have a dilutive  effect with
respect to the existing holders of Common Stock of the Company.

TRANSFER AGENT

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, NY 10004.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas,  Pearlman,  Trop & Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

                                     EXPERTS

      The consolidated  financial statements of QPQ Corporation  incorporated by
reference in the QPQ  Corporation  Annual  Report (Form 10-K) for the year ended
December 31, 1995,  have been  audited by Coopers & Lybrand,  L.L.P.,  Certified
Public  Accountants,  as set forth in their report thereon  included therein and

                                       14
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

      The consolidated  financial statements of QPQ Corporation  incorporated by
reference in the QPQ  Corporation  Annual  Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Moore Stephens Lovelace,  P.L, Certified
Public  Accountants,  as set forth in their report thereon  included therein and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

      Article VII of the Amended  Articles of  Incorporation  provides  that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      15
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Registrant's  latest annual report or transitional  report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of
the Registrant,  either (1) the latest  prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"),  that contains audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

            (b)   The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1997.

            (c)   The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997.

            (d)   The Company's  Current Report on Form 8-K filed  September 18,
1997.

            (e)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (f)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      The class of securities to be offered  hereby is registered  under Section
12 of the  Securities  Exchange Act of 1934, as amended.  A  description  of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

                                      II-1
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

      Article VII of the Amended  Articles of  Incorporation  provides  that the
Company shall indemnify and shall advance expenses on behalf of its officers and
directors to the fullest extent not prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions,  or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

      Inasmuch as the  employees,  executives,  directors  and  consultants  who
received the Shares of the Company will either have  knowledge,  sophistication,
access to  comprehensive  information  relevant to the  Company,  and/or will be
limited in number,  such  transactions  will be  undertaken  in  reliance on the
exemption from registration  provided by Section 4(2) of the Act. As a condition
precedent to such grant,  such  security  holders will be required to express an
investment intent and consent to the imprinting of a restrictive  legend on each
stock certificate to be received from the Registrant.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        QPQ Corporation 1997 Stock Option Plan

4(b)        Form of Stock Option  Agreements  to be issued  pursuant to the 1997
            Stock Option Plan

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of shares of Common Stock pursuant to the above agreement

                                      II-2
(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of Coopers & Lybrand, L.L.P.

(24.3)      Consent of Moore Stephens Lovelace, P.L.

ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Boca  Raton and the State of  Florida,  on the
2nd day of October, 1997.

                                    QPQ CORPORATION

                                    By:/s/ C. Lawrence Rutstein
                                       ------------------------
                                         C. Lawrence Rutstein
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE                     TITLE                              DATE
---------                     -----                              ----

                              Chairman of the Board of
                              Directors, President, Principal
                              Executive Officer, Financial and
/s/C. Lawrence Rutstein       Accounting Officer
-------------------------
C. Lawrence Rutstein                                             October 2, 1997

/s/Robert Hausman             Director
-------------------------
Robert Hausman                                                   October 2, 1997

                                           II-4
EXHIBIT INDEX

                                 QPQ CORPORATION

EXHIBIT
NUMBER                       DESCRIPTION                                  PAGE
------                       -----------                                  ----

4(a)        QPQ Corporation 1997 Stock Option Plan

4(b)        Form of Stock Option Agreements to be issued
            pursuant to the 1997 Stock Option Plan Company

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
            relating to the issuance of shares of Common Stock
            pursuant to the 1997 Stock Option Plan

(24.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A.
            included in the opinion filed as exhibit (5) hereto

(24.2)      Consent of Coopers & Lybrand, L.L.P.

(24.3)      Consent of Moore Stephens Lovelace, P.L.