QPQ CORP
8-K, 1996-11-26
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                    -------


Date of Report (Date of earliest event reported)    November 20, 1996
                                                 -------------------------------

                                 QPQ CORPORATION
                                 ---------------
             (Exact name of registrant as specified in its charter)




         Florida                    1-12350                 65-0423147
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File           (IRS Employer
 or incorporation)                  Number)              Identification No.)



            1000 Lincoln Road, Suite 200, Miami Beach, Florida 33139
            --------------------------------------------------------
          (Address of principal executive offices, including zip code)


Registrant's telephone number, including area code       (305) 674-8115
                                                  ------------------------------


          -----------------------------------------------------------
         (Former name or former address, if changed since last report)






<PAGE>




Other Events.

Item 5.
- -------

On November  20,  1996,  the Company was notified by holders of Warrants for the
purchase of an  aggregate  of 38,250  shares of Common Stock issued on September
22,  1993  that  pursuant  to the  anti-dilution  provisions  contained  in such
Warrants,  the Warrant exercise per share of Common Stock underlying the Warrant
was reduced to $0.25 per share. The claim also alleges that the number of shares
for which the  Warrants are  exercisable  increased to an aggregate of 1,377,000
shares. The Company is presently evaluating the claim as to the increased number
of shares.



                                 SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                 QPQ CORPORATION


                                 By:    /s/ Mitchell Rubinson
                                    -------------------------------------
                                        MITCHELL RUBINSON
                                        President


DATED:  November 26, 1996














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