As filed with the Securities and Exchange Commission on June 13, 1997.

                                                           File No. 33-_______
================================================================================

                       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                                      65-064671
   (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)
                               __________________

                         MANAGEMENT CONSULTING AGREEMENT
                               WITH MANNY SHULMAN

                            EMPLOYMENT AGREEMENT WITH
                              C. LAWRENCE RUTSTEIN

                           COMPENSATION AGREEMENT WITH
                               CHARLES B. PEARLMAN
                            (Full title of the plan)
                               __________________

                         C. Lawrence Rutstein, President
                                7777 Glades Road
                                    Suite 213
                            Boca Raton, Florida 33434
                          Telephone No.: (561) 470-6005
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 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)        1,112,840 shares   $.2187      $243,378    $73.76

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

(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  by NASDAQ on June 10,
      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                       Sales by Selling Security
                                                     Holders
                                               
 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders
                                               
 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements
                                               
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 of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings
                                               
                                               
                                          


                                      3



<PAGE>

PROSPECTUS
                                QPQ CORPORATION

                       1,112,840 Shares of Common Stock
                               ($.01 par value)

            Issued Pursuant to the Company's Consulting Agreement
         with Manny Shulman, Employment Agreement with C. Lawrence Rutstein
            and Compensation Agreement with Charles B. Pearlman, Esq.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,112,840 shares of Common Stock, $.01 par value (such shares being
referred to as the "Shares"),  of QPQ Corporation (the "Company" or "QPQ") which
have been issued to (i) Manny Shulman ("Shulman"),  a consultant to the Company,
pursuant to a written  Management  Consulting  Agreement dated May 15, 1997 (the
"Shulman  Consulting  Agreement"),  providing  for the  issuance  of  options to
purchase up to 500,000  shares of the  Company's  Common Stock (the  "Options");
(ii) C. Lawrence Rutstein ("Rutstein"),  an employee of the Company, pursuant to
a written  Employment  Agreement  dated May 9, 1997 (the "Rutstein  Agreement"),
providing for the issuance of 312,840 shares of the Company's  Common Stock; and
(iii) Charles B. Pearlman  ("Pearlman"),  counsel to the Company,  pursuant to a
written  compensation  agreement dated May 15, 1997 (the "Pearlman  Agreement"),
providing  for the issuance of 300,000  shares of the  Company's  Common  Stock.
Shulman may sometimes be referred to as "Consultant," and the Shulman Consulting
Agreement may be referred to as the  "Agreement".  In addition,  the Consultant,
Rutstein and Pearlman, in their capacity as selling shareholders,  may sometimes
hereafter be collectively  referred to as the "Selling Security Holders." All of
the Shares are being issued to the Consultant, Rutstein and Pearlman pursuant to
written  consulting  or other  agreements.  The Company has been  advised by the
Selling  Security  Holders  that they may sell all or a portion of their  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.

      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 under the terms of the consulting or other
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 June ___, 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
Company's  Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"QPQ."  Electronic  Reports and other  information  found through the Electronic
Data Gathering,  Analysis & Retrieval System are probably  available through the
Commission's website (http://www.sec.gov.).

      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 the resale of up to an  aggregate  of  1,112,840
shares of the  Company's  Common  Stock,  to be issued  to a  consultant  of the
Company,  an employee  of the  Company  and  counsel to the Company  pursuant to
written  agreements.  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:

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

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





                                        5



<PAGE>




      (c)   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 or oral 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 213, Boca Raton, Florida 33434.





























                                        6



<PAGE>



                                  THE COMPANY

General
-------

      QPQ CORPORATION'S BUSINESSES

      QPQ  Corporation  ("QPQ")  develops  and  operates  Domino's  Pizza Stores
("Dominos Stores") and until October,  1996 operated a cafe-style  restaurant in
the Republic of Poland.  QPQ has the  exclusive  right to develop,  operate and,
with the exception of Domino's Stores developed in Warsaw, Poland,  franchise to
unrelated third parties  ("Non-Affiliated  Franchisee") Dominos Stores in Poland
pursuant to the Domino's Development Agreement, as amended to date (the "Dominos
Development  Agreement"),  with a wholly owned subsidiary of Dominos Pizza, Inc.
("Dominos").  QPQ has also entered into the  Commissary  Agreement with a wholly
owned  subsidiary  of  Domino's  pursuant  to  which  QPQ has been  granted  the
exclusive  right to open and operate a  Commissary  for all  Domino's  Stores in
Poland for the  ten-year  term of the Domino 's  Development  Agreement  and any
renewal term.  QPQ opened a Domino's  Store in each of March 1994,  May 1994 and
August  1994.  Since  August  1995  QPQ  Medical  has  been in the  business  of
developing and/or operating  centers which offer primary care,  medical services
and medically  supervised  weight lose programs.  The weight loss programs use a
protocol which integrates systems and routines of nutrition management, exercise
and  prescribed  medication  and certain other  medical  services to address the
weight loss and non-weight  loss related  medical  problems of its patients.  In
January,  May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer,  P.A. and  relocated  such  practice to its Aventura  center.  QPQ's
medical  centers are  located in Kendall,  Aventura,  Fort  Lauderdale  and Boca
Raton,  Florida.  QPQ Medical intends to contain its operations to South Florida
for the immediate future.

      QPQ, through its direct or indirect  subsidiaries,continues to search for,
investigate and attempt to secure and develop business  opportunities on its own
behalf and for its  subsidiaries.  Moreover,  there can be no assurance that QPQ
will be successful in its search for new business opportunities.

      DOMINO'S DEVELOPMENT AGREEMENT

      The relationship  between QPQ and Domino's is governed  principally by the
Domino's Development Agreement.  Pursuant to the Domino's Development Agreement,
as  amended,  QPQ is granted the  exclusive  right  until  December  31, 2003 to
develop,  operate and, with the exception of Domino's  Stores to be developed in
Warsaw, Poland,  franchise Domino's Stores in Poland. During the initial term of
the Domino's Development  Agreement,  which expires on December 31, 2003, QPQ is
required to open and operate,  either  through  affiliates  of QPQ  ("Affiliated







                                      7



<PAGE>


Franchisees")  or unrelated  third parties  ("Non-Affiliated  Franchisees"),  at
least 50 Domino's Stores in accordance with a schedule that obligates QPQ or its
Non-Affiliated  Franchisees to open eight Domino's  Stores in 1996 and five, six
or seven  Domino's  Stores for each of the  following  seven years.  QPQ did not
satisfy the  requirements to open eight Domino's stores during 1996 and in March
1997,  Domino's  granted  QPQ an  extension  until July 1, 1997 to satisfy  such
requirement.  In addition, Domino's indicated it would be agreeable to a further
six month extension if QPQ provided satisfactory evidence of recapitalization at
a level  which,  in  Domino's  sole  discretion,  will enable QPQ to satisfy its
obligations  under the agreement.  Domino's Stores  developed and/or operated by
Non-Affiliated  Franchisees  are  counted  towards  QPQ's  obligation  to open a
minimum  number of Domino's  Stores.  During 1996 QPQ did not open any  Domino's
stores.  In March 1997,  construction  began on a Domino's  Store  consisting of
approximately 100 square meters with a completion date set for June 1997. If QPQ
is in compliance  with the Domino's  Development  Agreement at the expiration of
its Initial  Term,  QPQ will have the option to extend the Domino's  Development
Agreement for an additional 10-year period. In addition to its rights to develop
Domino's  Stores,  QPQ has been  granted  the  exclusive  right to  establish  a
Commissary  for the  purpose of  supplying  food  products  and  supplies to the
Domino's  Stores in  Poland.  QPQ  intends  to  conduct  all of its  purchasing,
distribution  and  major  food  supply  preparation  operations  at or from  the
Commissary.

      QPQ MEDICAL

      Since  August  1995 QPQ Medical  has been in the  business  of  developing
and/or  operating  centers  which  offer  primary  care,  medical  services  and
medically  supervised  weight  lose  programs.  The weight loss  programs  use a
protocol which integrates systems and routines of nutrition management, exercise
and  prescribed  medication  and certain other  medical  services to address the
weight loss and non-weight  loss related  medical  problems of its patients.  In
January,  May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer,  P.A. and  relocated  such  practice to its Aventura  center.  QPQ's
medical centers are located in Kendall,  Aventura and Fort Lauderdale,  Florida.
QPQ Medical intends to contain its operations to South Florida for the immediate
future.


      The Company's principal executive offices are located at 7777 Glades Road,
Suite 213, Boca Raton, Florida 33434.

AGREEMENTS

      On  May  15,  1997,  the  Company  entered  into a  Management  Consulting
Agreement with Manny Shulman,  pursuant to which the Company  granted to Shulman
options  to purchase up to an aggregate of 500,000 shares of Common Stock of the

                                      8



<PAGE>


Company at an exercise price of $.06 per share in  consideration  for consulting
services to be provided to the Company from May 15, 1997 to June 30,  1997.  The
Options were fully vested as of the date of grant.

      Under the terms of the  Shulman  Consulting  Agreement,  Manny  Shulman as
Consultant  is  to  undertake  for  and  consult  with  the  Company  concerning
management,  strategic  planning,  negotiating with security holders,  corporate
organization and structure,  identification of business  opportunities and other
general corporate issues.

      On May 9,  1997,  the  Company  entered  into a five (5)  year  Employment
Agreement with C. Lawrence Rutstein, President of the Company, pursuant to which
the Company issued to Rutstein  200,000 shares of the Company's Common Stock and
an  additional  500,000  options to purchase  the  Company's  Common Stock at an
exercise price of $.25 per share as compensation for services rendered and to be
rendered to the Company.  The shares and options  granted shall be  non-dilutive
until December 31, 1997.

      On June 1, 1997, the Company  entered into a  Compensation  Agreement with
Charles B. Pearlman,  Esq., whereby the Company agreed to issue Pearlman 300,000
shares of the Company's  Common Stock as compensation for certain legal services
rendered and to be rendered to the Company by Charles B. Pearlman, Esq.  None of
the  fees  paid  or  shares  issued  to  Pearlman  are in  connection  with  any
capital-raising  by the Company or the filing of any  registration  statement on
behalf of the Company.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any  shares of Common  Stock 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  are also subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.














                                        9



<PAGE>



                        SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of shares of Common Stock held directly or indirectly,  the amount of
Common Stock to be owned by the Selling Security Holders  following sale of such
shares of Common Stock and the  percentage of shares of Common Stock to be owned
by the Selling Security Holders following  completion of such offering (based on
shares of Common Stock of the Company outstanding at June 1, 1997).

                                                     Estimated      Percentage
                                                   Shares to be    to be Owned
Name of Selling         Number of      Shares to    Owned After       After
Security Holder       Shares Owned    be Offered     Offering        Offering
---------------       ------------    ----------     --------        --------

Manny Shulman            500,000 (1)    500,000          -0-            0%
C. Lawrence Rutstein   1,094,940        312,840      782,100 (2)      6.1%
Charles B. Pearlman,
  Esq.                   300,000        300,000          -0-            0%

(1)   Includes  500,000 Shares of Common Stock issuable upon exercise of options
      to purchase  shares of the Company's  Common Stock at an exercise price of
      $.06 per share.
(2)   Includes shares issued  pursuant to options to purchase  782,100 shares of
      the Company's Common Stock at an exercise price of $.25 per share.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 100,000,000  shares of
Common  Stock,  $.01 par  value  per  share,  of which  12,106,507  shares  were
outstanding  as of June 5,  1997.  The  Company  is  authorized  to  issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.

COMMON STOCK

      The  Company's  Common  Stock,  $.01 par  value,  is traded on the  NASDAQ
SmallCap  Market under the symbol "QPQ" and listed on the Boston Stock Exchange,
under the  symbol  "IPZ."  The  following  sets  forth the range of high and low
closing bid prices for the Common Stock as reported on the NASDAQ during each of
the  quarters  presented.  The  quotations  set  forth  below  are  inter-dealer
quotations,  without  retail  mark-ups,  mark-downs or  commissions  and may not
necessarily represent actual transactions.

                                                 High              Low
                                                ------            ------
1994
First Quarter                                   3 5/8           2 21/32
Second Quarter                                  3               2 3/4
Third Quarter                                   2 1/4           1 1/2
Fourth Quarter                                  2               1 1/4



                                       10



<PAGE>



                                                 High              Low
                                                ------            ------
1995
First Quarter                                   1 5/16            5/8
Second Quarter                                  2 1/8           21/32
Third Quarter                                   1 7/16            5/8
Fourth Quarter                                  2 1/2             5/8

1996
First Quarter                                   2 3/8           1 5/8
Second Quarter                                  2               2
Third Quarter                                   4               3 1/2
Fourth Quarter                                  2 3/4           2 3/8

1997
First Quarter                                   2 7/8           13/16

      QPQ has not paid any cash  dividends  on its common stock and QPQ does not
currently intend to declare or pay cash dividends in the foreseeable future. QPQ
intends to retain any earnings  that may be  generated to provide  funds for the
operation of its business.

      As of March 25,  1997,  the Company  believes  there were in excess of 300
holders of record of the Company's Common Stock.

COMMON STOCK

      The holders of Common  Stock are  entitled to one vote for each share held
of record on all matters to be voted on by Shareholders.  There is no cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders  of more  than 50  percent  of the  shares  voted  for the  election  of
directors  can elect  all of the  directors.  The  holders  of Common  Stock are
entitled to receive  dividends when as and if declared by the Board of Directors
out  of  funds  legally  available  therefor.   In  the  event  of  liquidation,
dissolution  or  winding up of the  Company,  the  holders  of Common  Stock are
entitled to share ratably in all assets remaining  available for distribution to
them after  payment of  liabilities  and after  provision has been made for each
class of stock,  if any,  having  preference  over the Common Stock.  Holders of
shares  of  Common  Stock,  as such,  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
Common Stock.  All of the outstanding  shares of Common Stock are fully paid and
nonassessable.

PREFERRED STOCK

      The Company is authorized to issue preferred stock with such  designation,
rights and  preferences  as may be determined  from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder


                                       11



<PAGE>


approval,  to issue  preferred  stock with  dividend,  liquidation,  conversion,
voting or other  rights that could  adversely  affect the voting  power or other
rights  of the  holders  of the  Common  Stock.  In the event of  issuance,  the
preferred stock could be utilized,  under certain circumstances,  as a method of
discouraging, delaying or preventing a change in control of the Company.

TRANSFER AGENT

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, New York 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., counsel for the Company, Fort Lauderdale, Florida.


                                 INDEMNIFICATION

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Company's Articles of Incorporation provide the Company
shall  indemnify and make sure its officers and directors the fullest extent not
prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933, as amended maybe  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.














                                       12


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (c)  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  Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996.

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

            (c)   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.

            (d)   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
-------     -------------------------

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.

Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Company's articles of incorporation provide the Company
shall  indemnify and make sure its officers and directors the fullest extent not
prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933, as amended maybe  permitted to directors,  officers and controlling

                                      i



<PAGE>



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  Consultant,  Rutstein  and Pearlman  were  knowledgeable,
sophisticated  and had  access  to  comprehensive  information  relevant  to the
Company,  such  transactions  were  undertaken in reliance on the exemption from
registration provided by Section 4(2) of the Act.

Item 8.     Exhibits
-------     --------

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

(4)(a)      Management Consulting Agreement with Manny Shulman.

(4)(b)      Employment Agreement with C. Lawrence Rutstein.

(4)(c)      Compensation  Agreement with Charles B. Pearlman, Esq.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance  of  shares  pursuant  to the above  Consulting  Agreement,
            Employment Agreement and Compensation Agreement.

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

(23.2)      Consents of independent certified public accountants












                                       ii


<PAGE>



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 or  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.









                                       iii


<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 13th
day of June, 1997.

                                          QPQ CORPORATION

            
                                          By: /s/ C. Lawrence Rutstein
                                             -----------------------------------
                                              C. Lawrence Rutstein
                                              Chief 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

                              Chief Executive Officer
                              and President (Principal
                              Executive Officer and
/s/ C. Lawrence Rutstein      Principal Accounting Officer)       June 13, 1997
---------------------------
C. Lawrence Rutstein

/s/ Robert Hausman
---------------------------   Director                            June 13, 1997
Robert Hausman













                                       iv
[{"type": "S-8", "sequence": "1", "description": "QPQ CORPORATION", "secsgml_size_bytes": 40157}]
{"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": "333-29205", "film-number": "97623861"}, "business-address": {"street1": "1000 LINCOLN RD", "street2": "STE 200", "city": "MIAMI BEACH", "state": "FL", "zip": "33139", "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 June 13, 1997.

                                                           File No. 33-_______
================================================================================

                       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                                      65-064671
   (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)
                               __________________

                         MANAGEMENT CONSULTING AGREEMENT
                               WITH MANNY SHULMAN

                            EMPLOYMENT AGREEMENT WITH
                              C. LAWRENCE RUTSTEIN

                           COMPENSATION AGREEMENT WITH
                               CHARLES B. PEARLMAN
                            (Full title of the plan)
                               __________________

                         C. Lawrence Rutstein, President
                                7777 Glades Road
                                    Suite 213
                            Boca Raton, Florida 33434
                          Telephone No.: (561) 470-6005
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 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)        1,112,840 shares   $.2187      $243,378    $73.76

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

(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  by NASDAQ on June 10,
      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                       Sales by Selling Security
                                                     Holders
                                               
 8.   Plan of Distribution                           Cover Page of Prospectus
                                                     and Sales by Selling
                                                     Security Holders
                                               
 9.   Description of Securities to be                Description of Securities;
      Registered                                     Consulting Agreements
                                               
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 of Direc-
      tion on Indemnification for                    tors and Officers; Under-
      Securities Act Liabilities                     takings
                                               
                                               
                                          

                                      3
PROSPECTUS
                                QPQ CORPORATION

                       1,112,840 Shares of Common Stock
                               ($.01 par value)

            Issued Pursuant to the Company's Consulting Agreement
         with Manny Shulman, Employment Agreement with C. Lawrence Rutstein
            and Compensation Agreement with Charles B. Pearlman, Esq.

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 1,112,840 shares of Common Stock, $.01 par value (such shares being
referred to as the "Shares"),  of QPQ Corporation (the "Company" or "QPQ") which
have been issued to (i) Manny Shulman ("Shulman"),  a consultant to the Company,
pursuant to a written  Management  Consulting  Agreement dated May 15, 1997 (the
"Shulman  Consulting  Agreement"),  providing  for the  issuance  of  options to
purchase up to 500,000  shares of the  Company's  Common Stock (the  "Options");
(ii) C. Lawrence Rutstein ("Rutstein"),  an employee of the Company, pursuant to
a written  Employment  Agreement  dated May 9, 1997 (the "Rutstein  Agreement"),
providing for the issuance of 312,840 shares of the Company's  Common Stock; and
(iii) Charles B. Pearlman  ("Pearlman"),  counsel to the Company,  pursuant to a
written  compensation  agreement dated May 15, 1997 (the "Pearlman  Agreement"),
providing  for the issuance of 300,000  shares of the  Company's  Common  Stock.
Shulman may sometimes be referred to as "Consultant," and the Shulman Consulting
Agreement may be referred to as the  "Agreement".  In addition,  the Consultant,
Rutstein and Pearlman, in their capacity as selling shareholders,  may sometimes
hereafter be collectively  referred to as the "Selling Security Holders." All of
the Shares are being issued to the Consultant, Rutstein and Pearlman pursuant to
written  consulting  or other  agreements.  The Company has been  advised by the
Selling  Security  Holders  that they may sell all or a portion of their  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.

      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 under the terms of the consulting or other
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 June ___, 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
Company's  Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"QPQ."  Electronic  Reports and other  information  found through the Electronic
Data Gathering,  Analysis & Retrieval System are probably  available through the
Commission's website (http://www.sec.gov.).

      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 the resale of up to an  aggregate  of  1,112,840
shares of the  Company's  Common  Stock,  to be issued  to a  consultant  of the
Company,  an employee  of the  Company  and  counsel to the Company  pursuant to
written  agreements.  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:

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

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

                                        5
(c)   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 or oral 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 213, Boca Raton, Florida 33434.

                                        6
THE COMPANY

General
-------

      QPQ CORPORATION'S BUSINESSES

      QPQ  Corporation  ("QPQ")  develops  and  operates  Domino's  Pizza Stores
("Dominos Stores") and until October,  1996 operated a cafe-style  restaurant in
the Republic of Poland.  QPQ has the  exclusive  right to develop,  operate and,
with the exception of Domino's Stores developed in Warsaw, Poland,  franchise to
unrelated third parties  ("Non-Affiliated  Franchisee") Dominos Stores in Poland
pursuant to the Domino's Development Agreement, as amended to date (the "Dominos
Development  Agreement"),  with a wholly owned subsidiary of Dominos Pizza, Inc.
("Dominos").  QPQ has also entered into the  Commissary  Agreement with a wholly
owned  subsidiary  of  Domino's  pursuant  to  which  QPQ has been  granted  the
exclusive  right to open and operate a  Commissary  for all  Domino's  Stores in
Poland for the  ten-year  term of the Domino 's  Development  Agreement  and any
renewal term.  QPQ opened a Domino's  Store in each of March 1994,  May 1994 and
August  1994.  Since  August  1995  QPQ  Medical  has  been in the  business  of
developing and/or operating  centers which offer primary care,  medical services
and medically  supervised  weight lose programs.  The weight loss programs use a
protocol which integrates systems and routines of nutrition management, exercise
and  prescribed  medication  and certain other  medical  services to address the
weight loss and non-weight  loss related  medical  problems of its patients.  In
January,  May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer,  P.A. and  relocated  such  practice to its Aventura  center.  QPQ's
medical  centers are  located in Kendall,  Aventura,  Fort  Lauderdale  and Boca
Raton,  Florida.  QPQ Medical intends to contain its operations to South Florida
for the immediate future.

      QPQ, through its direct or indirect  subsidiaries,continues to search for,
investigate and attempt to secure and develop business  opportunities on its own
behalf and for its  subsidiaries.  Moreover,  there can be no assurance that QPQ
will be successful in its search for new business opportunities.

      DOMINO'S DEVELOPMENT AGREEMENT

      The relationship  between QPQ and Domino's is governed  principally by the
Domino's Development Agreement.  Pursuant to the Domino's Development Agreement,
as  amended,  QPQ is granted the  exclusive  right  until  December  31, 2003 to
develop,  operate and, with the exception of Domino's  Stores to be developed in
Warsaw, Poland,  franchise Domino's Stores in Poland. During the initial term of
the Domino's Development  Agreement,  which expires on December 31, 2003, QPQ is
required to open and operate,  either  through  affiliates  of QPQ  ("Affiliated

                                      7
Franchisees")  or unrelated  third parties  ("Non-Affiliated  Franchisees"),  at
least 50 Domino's Stores in accordance with a schedule that obligates QPQ or its
Non-Affiliated  Franchisees to open eight Domino's  Stores in 1996 and five, six
or seven  Domino's  Stores for each of the  following  seven years.  QPQ did not
satisfy the  requirements to open eight Domino's stores during 1996 and in March
1997,  Domino's  granted  QPQ an  extension  until July 1, 1997 to satisfy  such
requirement.  In addition, Domino's indicated it would be agreeable to a further
six month extension if QPQ provided satisfactory evidence of recapitalization at
a level  which,  in  Domino's  sole  discretion,  will enable QPQ to satisfy its
obligations  under the agreement.  Domino's Stores  developed and/or operated by
Non-Affiliated  Franchisees  are  counted  towards  QPQ's  obligation  to open a
minimum  number of Domino's  Stores.  During 1996 QPQ did not open any  Domino's
stores.  In March 1997,  construction  began on a Domino's  Store  consisting of
approximately 100 square meters with a completion date set for June 1997. If QPQ
is in compliance  with the Domino's  Development  Agreement at the expiration of
its Initial  Term,  QPQ will have the option to extend the Domino's  Development
Agreement for an additional 10-year period. In addition to its rights to develop
Domino's  Stores,  QPQ has been  granted  the  exclusive  right to  establish  a
Commissary  for the  purpose of  supplying  food  products  and  supplies to the
Domino's  Stores in  Poland.  QPQ  intends  to  conduct  all of its  purchasing,
distribution  and  major  food  supply  preparation  operations  at or from  the
Commissary.

      QPQ MEDICAL

      Since  August  1995 QPQ Medical  has been in the  business  of  developing
and/or  operating  centers  which  offer  primary  care,  medical  services  and
medically  supervised  weight  lose  programs.  The weight loss  programs  use a
protocol which integrates systems and routines of nutrition management, exercise
and  prescribed  medication  and certain other  medical  services to address the
weight loss and non-weight  loss related  medical  problems of its patients.  In
January,  May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer,  P.A. and  relocated  such  practice to its Aventura  center.  QPQ's
medical centers are located in Kendall,  Aventura and Fort Lauderdale,  Florida.
QPQ Medical intends to contain its operations to South Florida for the immediate
future.

      The Company's principal executive offices are located at 7777 Glades Road,
Suite 213, Boca Raton, Florida 33434.

AGREEMENTS

      On  May  15,  1997,  the  Company  entered  into a  Management  Consulting
Agreement with Manny Shulman,  pursuant to which the Company  granted to Shulman
options  to purchase up to an aggregate of 500,000 shares of Common Stock of the

                                      8
Company at an exercise price of $.06 per share in  consideration  for consulting
services to be provided to the Company from May 15, 1997 to June 30,  1997.  The
Options were fully vested as of the date of grant.

      Under the terms of the  Shulman  Consulting  Agreement,  Manny  Shulman as
Consultant  is  to  undertake  for  and  consult  with  the  Company  concerning
management,  strategic  planning,  negotiating with security holders,  corporate
organization and structure,  identification of business  opportunities and other
general corporate issues.

      On May 9,  1997,  the  Company  entered  into a five (5)  year  Employment
Agreement with C. Lawrence Rutstein, President of the Company, pursuant to which
the Company issued to Rutstein  200,000 shares of the Company's Common Stock and
an  additional  500,000  options to purchase  the  Company's  Common Stock at an
exercise price of $.25 per share as compensation for services rendered and to be
rendered to the Company.  The shares and options  granted shall be  non-dilutive
until December 31, 1997.

      On June 1, 1997, the Company  entered into a  Compensation  Agreement with
Charles B. Pearlman,  Esq., whereby the Company agreed to issue Pearlman 300,000
shares of the Company's  Common Stock as compensation for certain legal services
rendered and to be rendered to the Company by Charles B. Pearlman, Esq.  None of
the  fees  paid  or  shares  issued  to  Pearlman  are in  connection  with  any
capital-raising  by the Company or the filing of any  registration  statement on
behalf of the Company.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of any  shares of Common  Stock 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  are also subject to the
"short  swing" profit rule of Section  16(b) of the  Securities  Exchange Act of
1934.

                                        9
SALES BY SELLING SECURITY HOLDERS

      The following table sets forth the name of the Selling  Security  Holders,
the amount of shares of Common Stock held directly or indirectly,  the amount of
Common Stock to be owned by the Selling Security Holders  following sale of such
shares of Common Stock and the  percentage of shares of Common Stock to be owned
by the Selling Security Holders following  completion of such offering (based on
shares of Common Stock of the Company outstanding at June 1, 1997).

                                                     Estimated      Percentage
                                                   Shares to be    to be Owned
Name of Selling         Number of      Shares to    Owned After       After
Security Holder       Shares Owned    be Offered     Offering        Offering
---------------       ------------    ----------     --------        --------

Manny Shulman            500,000 (1)    500,000          -0-            0%
C. Lawrence Rutstein   1,094,940        312,840      782,100 (2)      6.1%
Charles B. Pearlman,
  Esq.                   300,000        300,000          -0-            0%

(1)   Includes  500,000 Shares of Common Stock issuable upon exercise of options
      to purchase  shares of the Company's  Common Stock at an exercise price of
      $.06 per share.
(2)   Includes shares issued  pursuant to options to purchase  782,100 shares of
      the Company's Common Stock at an exercise price of $.25 per share.

                            DESCRIPTION OF SECURITIES

      The Company is currently  authorized to issue up to 100,000,000  shares of
Common  Stock,  $.01 par  value  per  share,  of which  12,106,507  shares  were
outstanding  as of June 5,  1997.  The  Company  is  authorized  to  issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.

COMMON STOCK

      The  Company's  Common  Stock,  $.01 par  value,  is traded on the  NASDAQ
SmallCap  Market under the symbol "QPQ" and listed on the Boston Stock Exchange,
under the  symbol  "IPZ."  The  following  sets  forth the range of high and low
closing bid prices for the Common Stock as reported on the NASDAQ during each of
the  quarters  presented.  The  quotations  set  forth  below  are  inter-dealer
quotations,  without  retail  mark-ups,  mark-downs or  commissions  and may not
necessarily represent actual transactions.

                                                 High              Low
                                                ------            ------
1994
First Quarter                                   3 5/8           2 21/32
Second Quarter                                  3               2 3/4
Third Quarter                                   2 1/4           1 1/2
Fourth Quarter                                  2               1 1/4

                                       10
High              Low
                                                ------            ------
1995
First Quarter                                   1 5/16            5/8
Second Quarter                                  2 1/8           21/32
Third Quarter                                   1 7/16            5/8
Fourth Quarter                                  2 1/2             5/8

1996
First Quarter                                   2 3/8           1 5/8
Second Quarter                                  2               2
Third Quarter                                   4               3 1/2
Fourth Quarter                                  2 3/4           2 3/8

1997
First Quarter                                   2 7/8           13/16

      QPQ has not paid any cash  dividends  on its common stock and QPQ does not
currently intend to declare or pay cash dividends in the foreseeable future. QPQ
intends to retain any earnings  that may be  generated to provide  funds for the
operation of its business.

      As of March 25,  1997,  the Company  believes  there were in excess of 300
holders of record of the Company's Common Stock.

COMMON STOCK

      The holders of Common  Stock are  entitled to one vote for each share held
of record on all matters to be voted on by Shareholders.  There is no cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders  of more  than 50  percent  of the  shares  voted  for the  election  of
directors  can elect  all of the  directors.  The  holders  of Common  Stock are
entitled to receive  dividends when as and if declared by the Board of Directors
out  of  funds  legally  available  therefor.   In  the  event  of  liquidation,
dissolution  or  winding up of the  Company,  the  holders  of Common  Stock are
entitled to share ratably in all assets remaining  available for distribution to
them after  payment of  liabilities  and after  provision has been made for each
class of stock,  if any,  having  preference  over the Common Stock.  Holders of
shares  of  Common  Stock,  as such,  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
Common Stock.  All of the outstanding  shares of Common Stock are fully paid and
nonassessable.

PREFERRED STOCK

      The Company is authorized to issue preferred stock with such  designation,
rights and  preferences  as may be determined  from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder

                                       11
approval,  to issue  preferred  stock with  dividend,  liquidation,  conversion,
voting or other  rights that could  adversely  affect the voting  power or other
rights  of the  holders  of the  Common  Stock.  In the event of  issuance,  the
preferred stock could be utilized,  under certain circumstances,  as a method of
discouraging, delaying or preventing a change in control of the Company.

TRANSFER AGENT

      The  Transfer  Agent for the shares of Common Stock is  Continental  Stock
Transfer & Trust Company, 2 Broadway, New York, New York 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., counsel for the Company, Fort Lauderdale, Florida.

                                 INDEMNIFICATION

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Company's Articles of Incorporation provide the Company
shall  indemnify and make sure its officers and directors the fullest extent not
prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933, as amended maybe  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.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (c)  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  Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996.

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

            (c)   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.

            (d)   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
-------     -------------------------

      A description  of the Company's  securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.

Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.

Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      The Company has authority under Section  607.0850 of the Florida  Business
Corporation  Act to indemnify its directors and officers to the extent  provided
for in such statute. The Company's articles of incorporation provide the Company
shall  indemnify and make sure its officers and directors the fullest extent not
prohibited by law.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933, as amended maybe  permitted to directors,  officers and controlling

                                      i
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  Consultant,  Rutstein  and Pearlman  were  knowledgeable,
sophisticated  and had  access  to  comprehensive  information  relevant  to the
Company,  such  transactions  were  undertaken in reliance on the exemption from
registration provided by Section 4(2) of the Act.

Item 8.     Exhibits
-------     --------

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

(4)(a)      Management Consulting Agreement with Manny Shulman.

(4)(b)      Employment Agreement with C. Lawrence Rutstein.

(4)(c)      Compensation  Agreement with Charles B. Pearlman, Esq.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance  of  shares  pursuant  to the above  Consulting  Agreement,
            Employment Agreement and Compensation Agreement.

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

(23.2)      Consents of independent certified public accountants

                                       ii
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 or  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.

                                       iii
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 13th
day of June, 1997.

                                          QPQ CORPORATION

            
                                          By: /s/ C. Lawrence Rutstein
                                             -----------------------------------
                                              C. Lawrence Rutstein
                                              Chief 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

                              Chief Executive Officer
                              and President (Principal
                              Executive Officer and
/s/ C. Lawrence Rutstein      Principal Accounting Officer)       June 13, 1997
---------------------------
C. Lawrence Rutstein

/s/ Robert Hausman
---------------------------   Director                            June 13, 1997
Robert Hausman

                                       iv