QPQ CORP
8-K/A, 1997-03-27
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
            ---------------------------------------------
   
      (a)   On February  3, 1997,  Coopers & Lybrand  resigned as the  Company's
auditors.

      (b)   During  the two most  recent  fiscal  years and  subsequent  interim
period through 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.

      (c)   The report of Coopers & Lybrand for the fiscal  year ended  December
31,  1994  did  not  contain  an  adverse   opinion,   disclaimer   of  opinion,
qualification,  or  modification  as to  uncertainty,  audit scope or accounting
principles.  The report of Coopers & Lybrand for the fiscal year ended  December
31, 1995 contained a modification  as to the Company's  ability to continue as a
going concern.

      (d)   The  Company  has  requested  Coopers & Lybrand to furnish it with a
letter  addressed to the Securities and Exchange  Commission  stating whether or
not it agrees with the statements made by the Company in response to Item 4 and,
if not, stating the respects in which it does not agree. The Company delivered a
copy of this Form  8-K/A  report to  Coopers & Lybrand  on March 25,  1997.  The
Company is filing such letter as an exhibit to this Form 8-K/A.

      (e)   On February 5, 1997, the Board of Directors of the Company appointed
Moore  Stephens-Lovelace,  Roby, P.L. as independent auditors of the Company for
the fiscal year ended December 31, 1996.



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:  March 19, 1997




















                                      3



March 27, 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  March  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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