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) June 27, 1997
QPQ CORPORATION
(Exact name of Registrant as specified in its charter)
Florida
(State or Other Jurisdiction of Incorporation)
1-12350 65-0423147
(Commission File Number) (IRS Employer Identification No.)
7777 Glades Road, Suite 213, Boca Raton, Florida 33434
(Address of Principal Executive Offices)
(561) 470-6005
(Registrant's Telephone Number)
(Former Name or Former Address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
QPQ Corporation (the "Company") has sold, effective June 27, 1997, all of
the Company's shares in Pizza King Polska, Ltd. ("PKP"), which operated the
Company's Domino Pizza franchise in Poland to Krolewska Pizza, Sp. zo.o. The
sale price for the PKP shares was $500,000, plus a release from all other
obligations of the Company relative to the activities of PKP, including bank
guaranties. The Company also relinquished its $300,000 Certificate of Deposit
which was used as collateral for a $300,000 loan to PKP. The Company has used
the $500,000 received to fully repay the Company's loan from International
Fast Foods Corporation in May, 1997. New management of the Company determined
that the restaurants were losing substantial sums on a monthly basis, that the
Company was about to lose its franchise rights from Dominos, and that the
Company did not have sufficient resources to grow the business to a profitable
position.
In addition, in order to further stem the continuing losses of the
Company, the Company has sold the assets of three of four of its weight loss
and medical centers to High Sierra Lifestyles, Inc. ("High Sierra"). The
centers were losing a minimum of $70,000 per month. The Company received
$25,000 in cash and notes totalling $55,000. The Company will sustain an
undetermined write-down of assets as a result of the sale, but will stem the
operating losses which were being incurred.
The Company is negotiating a management agreement for its remaining
weight loss and medical center located in Aventura, Florida, with High Sierra,
which the Company anticipates will result in a $5,000 profit per month to the
Company. In addition, High Sierra has a right of first refusal to purchase
the weight loss and medical center if the Company decides to sell it.
Item 5. Other Events.
As reported in the Company's Current Report on Form 8-K, dated May 12,
1997, the Company received a letter from Nasdaq concerning the continued
listing of the Company's securities on the Nasdaq Small Cap Market. In an
effort to comply with Nasdaq requirements that the Company maintain a closing
bid price of greater than or equal to $1.00 per share of Common Stock, the
Company is in the process of completing a one-for-ten reverse stock split of
the Company's Common Stock. There can be no assurance that such action by the
Company will result in regaining compliance with Nasdaq's requirements.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities and 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
July 22, 1997 By:/s/ C. Lawrence Rutstein
C. Lawrence Rutstein, President
