UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
QPQ CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
459951109
(CUSIP Number)
Charles R. Haywood
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
<PAGE>
CUSIP No. 459951109
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
F.T. Trading
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Republic of Ireland
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 888,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
888,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
888,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
OO
<PAGE>
CUSIP No. 459951109
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John T. Porter
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 888,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
888,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
888,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 459951109
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Brian D. Porter
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 888,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
888,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
888,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by F.T. Trading ("F.T.
Trading"), John T. Porter and Brian D. Porter (the "Group") and relates to
the common stock, $.01 par value (the "Common Stock"), of QPQ Corporation
(the "Issuer"). The address of the principal executive offices of the
Issuer is 1000 Lincoln Road, Suite 206, Miami Beach, Florida 33139. The
joint filing agreement of the members of the Group is filed herewith as
Exhibit 1.
Item 2. Identity and Background
(a)-(c) F.T. Trading is an Irish unlimited company. The address of
F.T. Trading's principal business and its principal office is 78 Cannon
Street, London EC4N 6HH, England. The principal business of F.T. Trading
is futures trading. The directors of F.T. Trading are John T. Porter and
Brian D. Porter. The only officer of F.T. Trading is its Vice President,
Anthony Ardizzone; his principal business is futures trading for F.T.
Trading and his business address is the same as that of F.T. Trading.
The owners of F.T. Trading (the "Owners") are two Illinois limited
liability companies, J&B Trading, L.L.C. ("J&B Trading") and Future Trade,
L.L.C. ("Future Trade"). The business address of both J&B Trading and
Future Trade is 141 West Jackson, Suite 1792, Chicago, Illinois 60604.
The owners of J&B Trading are John T. Porter and Ann T. Porter; John T.
Porter has voting control of J&B Trading. John T. Porter and Ann T.
Porter are married. The owners of Future Trade are Brian D. Porter and
Dana T. Porter; Brian D. Porter has voting control of Future Trade. Brian
D. Porter and Dana T. Porter are married.
The principal occupation of John T. Porter and Brian D. Porter is
futures trading. Their business address is 141 West Jackson, Suite 1792,
Chicago, Illinois 60604. The principal occupation of Ann T. Porter and
Dana T. Porter is homemaker.
(d)-(e) During the past five years, none of F.T. Trading, Anthony
Ardizzone, John T. Porter, Brian D. Porter, Ann T. Porter, Dana T. Porter
or the Owners has been convicted in a criminal proceeding (excluding
traffic violations).
During the past five years, none of F.T. Trading, Anthony Ardizzone,
John T. Porter, Brian D. Porter, Ann T. Porter, Dana T. Porter or the
Owners has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in such person
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Anthony Ardizzone, John T. Porter, Brian D. Porter, Ann T.
Porter and Dana T. Porter are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by F.T. Trading to acquire its
shares as reported herein is $300,000. Such funds were cash provided from
working capital of F.T. Trading. For a description of the method of
acquisition, see Item 5(c).
Item 4. Purpose of Transaction
The Group acquired the shares reported herein for investment
purposes. The Group has no specific plans or proposals that relate to, or
could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) By virtue of their separate control over the Owners, John T.
Porter and Brian D. Porter are each deemed to own beneficially all of the
888,000 shares of the Common Stock that the Partnership owns, constituting
approximately 7.3% of the issued and outstanding shares of the Common
Stock, based on the number of outstanding shares reported on a Form S-8
filed by the Issuer on June 13, 1997. None of Anthony Ardizzone, John T.
Porter, Brian D. Porter, Ann T. Porter, Dana T. Porter or the Owners
beneficially owns any shares of the Common Stock personally or otherwise,
except for the shares owned by F.T. Trading itself.
(b) With respect to the shares described in (a) above, all decisions
regarding voting and disposition of the Partnership's 888,000 shares are
made jointly by the holders of voting control of the Owners (i.e, John T.
Porter and Brian D. Porter). As such, they share voting and investment
power with respect to those shares.
(c) On March 13, 1997, F.T. Trading acquired a convertible debenture
(the "Debenture") from the Issuer in the face amount of $300,000. On
April 30, 1997, F.T. Trading converted $10,000 of the Debenture into
27,705 shares of the Common Stock. On April 30, 1997, F.T. Trading sold
on the Nasdaq SmallCap market 5,000 shares of the Common Stock at a price
of $.50 per share and 2,000 shares of the Common Stock at a price of $.375
per share. On May 2, 1997, F.T. Trading sold 5,000 shares of the Common
Stock on the Nasdaq SmallCap market at a price of $.438 per share. On
June 12, 1997, in exchange for the entire face amount of the Debenture
(including the $10,000 previously converted), F.T. Trading received from
the Issuer a certificate for 900,000 shares of the Common Stock.
Accordingly, on June 13, 1997, F.T. Trading acquired 872,295 shares of the
Common Stock and had a total ownership of 888,000 shares of the Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to
Securities of the Issuer.
See Item 2 regarding disclosure of the arrangements among members of
the Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
No. Description
1 Joint Filing Agreement
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: July 3, 1997
F.T. TRADING
/s/ Anthony Ardizzone
By: Anthony Ardizzone,
Vice President
/s/ John T. Porter
John T. Porter
/s/ Brian D. Porter
Brian D. Porter
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D to
which this Joint Filing Agreement is being filed as an exhibit shall be a
joint statement filed on behalf of each of the undersigned.
Date: July 3, 1997
F.T. TRADING
/s/ Anthony Ardizzone
By: Anthony Ardizzone,
Vice President
/s/ John T. Porter
John T. Porter
/s/ Brian D. Porter
Brian D. Porter
