As filed with the Securities and Exchange Commission on May 8, 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.)

           1000 Lincoln Road
              Suite 200
         Miami Beach, Florida                                 33139
 (Address of principal executive offices)                   (Zip Code)
                               ___________________

                         MANAGEMENT CONSULTING AGREEMENT
                            (Full title of the plan)


                          Mitchell Rubinson, President
                                1000 Lincoln Road
                                    Suite 200
                           Miami Beach, Florida 33139
                          Telephone No.: (305) 531-5800
                     (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(2)
($.01 par value)       300,000 shares     $0.4375    $131,250         $39.78


================================================================================
(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 April 29,
      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

                         300,000 Shares of Common Stock
                                ($.01 par value)

                   Issued Pursuant to the Company's Agreement
                              with Gennady Yakovlev

      This  Prospectus  is  part of a  Registration  Statement  which  registers
300,000 shares of Common Stock, $.01 par value (such shares being referred to as
the "Shares"),  of QPQ Corporation  (the "Company" or "QPQ") which may be issued
as  set  forth  herein  to  Gennady  Yakovlev,   a  consultant  to  the  Company
("Yakovlev")   pursuant  to  a  written  consulting   agreement  (the  "Yakovlev
Consulting  Agreement")  providing for the initial  issuance of 300,000  shares.
Yakovlev  may be  referred  to as  "Consultant,"  and  the  Yakovlev  Consulting
Agreement may be referred to as the "Agreement". In addition, the Consultant, in
his capacity as a selling shareholder, may sometimes hereafter be referred to as
the  "Selling  Security  Holder."  All of the  Shares  are  being  issued to the
Consultant pursuant to a written agreement.  The Company has been advised by the
Selling  Security  Holder  that it 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.

      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 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 May 8, 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 up to 300,000
shares of the  Company's  Common  Stock,  to be issued  to a  Consultant  of the
Company pursuant to a written agreement. 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)   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










                                        5


<PAGE>


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, 1000 Lincoln Road, Suite 210, Miami Beach, Florida 33130.


































                                        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 lose 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 lose and non-weight  lose 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,  Fort  Lauderdale  and Boca
Raton,  Florida.  QPQ Medical intends to contain its operations to South Florida
for the immediate future.

      As of November 9, 1995, QPQ Medical entered into a license  agreement (the
"License   Agreement")   with  Weight  Loss  Associates,   Inc.   ("Weight  Loss
Associates"),  a corporation owned by Dr. Rabinowitz, a director of QPQ, and Mr.
rubinson,  QPQ's Chairman of the Board,  Chief Executive  Officer and President,
pursuant to which QPQ Medical  has  acquired  the  exclusive  rights  subject to
certain  restrictions,  to use and  sublicense  a weight loss system and certain









                                      8


<PAGE>


proprietary  marks developed by Weight Loss  Associates.  The weight loss system
(the  "Program")  integrates  systems  and  routines  of  nutrition  management,
exercise and prescribed medication.

      The  Company's  principal  executive  offices are located at 1000  Lincoln
Road, Suite 200, Miami Beach, Florida 33137.

Agreements

      On May  18,  1997  QPQ  entered  into  a two  year  Management  Consulting
Agreement  with  Yakovlev  pursuant  to  which  Yakovlev  would  assist  QPQ  in
identifying,   evaluating,   structuring,   negotiating  and  closing   business
acquisitions,  including  but not  limited to asset  purchases,  consolidations,
mergers, joint ventures and strategic alliances with companies located in Russia
and the former Soviet Republic. In connection with such agreement Yakovlev would
receive 300,000 shares of the Company's Common Stock.

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.

                        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 Holder  following  completion of such offering (based on
shares of Common Stock of the Company outstanding at March 31, 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
---------------     ------------     ----------      --------        --------

Gennady Yakovlev      300,000         300,000           -0-              --


                            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  7,653,467  shares  were
outstanding  as of March 31,  1997.  The  Company is  authorized  to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.


                                        9


<PAGE>


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

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






                                       10


<PAGE>


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
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. The Company has also entered into an agreement  with each of
its directors and executive  officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.






                                       11


<PAGE>




      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 and 10-KSB/A for
the fiscal year ended December 31, 1996.

            (b)   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.

            (c)   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. The Company has also entered into an agreement  with each of
its directors and executive  officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law. [Verify true for all directors.]

      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  Consultants  who  received  the Options and Shares of the
Company  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)      Consulting Management Agreement with Gennady Yakovlev.

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

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


                                      ii

<PAGE>

            (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 8th
day of May, 1997.

                                          QPQ CORPORATION


                                          By: /s/ Mitchell Rubinson
                                              ----------------------------------
                                          Mitchell Rubinson,
                                          Chairman of the Board, 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
      ---------                       -----                         ----

                              Chairman of the Board
                              and Chief Executive
                              Officer (Principal
/s/ Mitchell Rubinson         Executive Officer)                 May 8, 1997
---------------------
Mitchell Rubinson
                              Chief Financial
                              Officer (Principal
/s/ James Martin              Accounting Officer)                May 8, 1997
----------------------
James Martin

/s/ Dr. Mark Rabinowitz       Director                           May 8, 1997
-----------------------
Dr. Mark Rabinowitz










                                         iv
[{"type": "S-8", "sequence": "1", "description": "QPQ CORPORATION", "secsgml_size_bytes": 38085}]
{"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": "333-26799", "film-number": "97599340"}, "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 May 8, 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.)

           1000 Lincoln Road
              Suite 200
         Miami Beach, Florida                                 33139
 (Address of principal executive offices)                   (Zip Code)
                               ___________________

                         MANAGEMENT CONSULTING AGREEMENT
                            (Full title of the plan)

                          Mitchell Rubinson, President
                                1000 Lincoln Road
                                    Suite 200
                           Miami Beach, Florida 33139
                          Telephone No.: (305) 531-5800
                     (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(2)
($.01 par value)       300,000 shares     $0.4375    $131,250         $39.78

================================================================================
(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 April 29,
      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

                         300,000 Shares of Common Stock
                                ($.01 par value)

                   Issued Pursuant to the Company's Agreement
                              with Gennady Yakovlev

      This  Prospectus  is  part of a  Registration  Statement  which  registers
300,000 shares of Common Stock, $.01 par value (such shares being referred to as
the "Shares"),  of QPQ Corporation  (the "Company" or "QPQ") which may be issued
as  set  forth  herein  to  Gennady  Yakovlev,   a  consultant  to  the  Company
("Yakovlev")   pursuant  to  a  written  consulting   agreement  (the  "Yakovlev
Consulting  Agreement")  providing for the initial  issuance of 300,000  shares.
Yakovlev  may be  referred  to as  "Consultant,"  and  the  Yakovlev  Consulting
Agreement may be referred to as the "Agreement". In addition, the Consultant, in
his capacity as a selling shareholder, may sometimes hereafter be referred to as
the  "Selling  Security  Holder."  All of the  Shares  are  being  issued to the
Consultant pursuant to a written agreement.  The Company has been advised by the
Selling  Security  Holder  that it 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.

      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 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 May 8, 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 up to 300,000
shares of the  Company's  Common  Stock,  to be issued  to a  Consultant  of the
Company pursuant to a written agreement. 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)   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

                                        5
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, 1000 Lincoln Road, Suite 210, Miami Beach, Florida 33130.

                                        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 lose 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 lose and non-weight  lose 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,  Fort  Lauderdale  and Boca
Raton,  Florida.  QPQ Medical intends to contain its operations to South Florida
for the immediate future.

      As of November 9, 1995, QPQ Medical entered into a license  agreement (the
"License   Agreement")   with  Weight  Loss  Associates,   Inc.   ("Weight  Loss
Associates"),  a corporation owned by Dr. Rabinowitz, a director of QPQ, and Mr.
rubinson,  QPQ's Chairman of the Board,  Chief Executive  Officer and President,
pursuant to which QPQ Medical  has  acquired  the  exclusive  rights  subject to
certain  restrictions,  to use and  sublicense  a weight loss system and certain

                                      8
proprietary  marks developed by Weight Loss  Associates.  The weight loss system
(the  "Program")  integrates  systems  and  routines  of  nutrition  management,
exercise and prescribed medication.

      The  Company's  principal  executive  offices are located at 1000  Lincoln
Road, Suite 200, Miami Beach, Florida 33137.

Agreements

      On May  18,  1997  QPQ  entered  into  a two  year  Management  Consulting
Agreement  with  Yakovlev  pursuant  to  which  Yakovlev  would  assist  QPQ  in
identifying,   evaluating,   structuring,   negotiating  and  closing   business
acquisitions,  including  but not  limited to asset  purchases,  consolidations,
mergers, joint ventures and strategic alliances with companies located in Russia
and the former Soviet Republic. In connection with such agreement Yakovlev would
receive 300,000 shares of the Company's Common Stock.

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.

                        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 Holder  following  completion of such offering (based on
shares of Common Stock of the Company outstanding at March 31, 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
---------------     ------------     ----------      --------        --------

Gennady Yakovlev      300,000         300,000           -0-              --

                            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  7,653,467  shares  were
outstanding  as of March 31,  1997.  The  Company is  authorized  to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.

                                        9
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

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

                                       10
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
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. The Company has also entered into an agreement  with each of
its directors and executive  officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.

                                       11
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 and 10-KSB/A for
the fiscal year ended December 31, 1996.

            (b)   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.

            (c)   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. The Company has also entered into an agreement  with each of
its directors and executive  officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law. [Verify true for all directors.]

      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  Consultants  who  received  the Options and Shares of the
Company  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)      Consulting Management Agreement with Gennady Yakovlev.

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

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

                                      ii
(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 8th
day of May, 1997.

                                          QPQ CORPORATION

                                          By: /s/ Mitchell Rubinson
                                              ----------------------------------
                                          Mitchell Rubinson,
                                          Chairman of the Board, 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
      ---------                       -----                         ----

                              Chairman of the Board
                              and Chief Executive
                              Officer (Principal
/s/ Mitchell Rubinson         Executive Officer)                 May 8, 1997
---------------------
Mitchell Rubinson
                              Chief Financial
                              Officer (Principal
/s/ James Martin              Accounting Officer)                May 8, 1997
----------------------
James Martin

/s/ Dr. Mark Rabinowitz       Director                           May 8, 1997
-----------------------
Dr. Mark Rabinowitz

                                         iv