QPQ CORP
8-K/A, 1997-02-26
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT


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






Date of Report (Date of earliest event reported)    February 3, 1997
                                                --------------------------------

   

                                 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) 531-5800
                                                  ------------------------------


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



<PAGE>




ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
            ---------------------------------------------

      (b)   During  the  two  most  recent  fiscal  years  and  interim   period
subsequent to February 3, 1997, there have been no disagreements  with Coopers &
Lybrand on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable events.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
            ------------------------------------------------------------------

      (c)   Exhibits:

            (1)   Letter of  Coopers & Lybrand  pursuant  to Item  304(a)(3)  of
Regulation S-B.




































                                        2


<PAGE>



                                   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:  February 25, 1997




















                                      3


February 21, 1997



Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C.

Gentlemen:

We have read the statements made by QPQ Corporation  (copy  attached),  which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's amended Form 8-K report for the month of February 1997. We
agree with the statements concerning our Firm in such amended Form 8-K.

Very truly yours,


/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Coopers & Lybrand L.L.P













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