U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB



           [X]  Quarterly Report Under Section 13 or 15(d) of the
                Securities Exchange Act of 1934

                For the quarterly period ended June 30, 1997



           [ ]  Transition Report Under Section 13 or 15(d) of
                the Exchange Act

                For the transition period from ____________ to ____________.


                        Commission file number 1-12350

                                QPQ CORPORATION
  --------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

                Florida                                    65-0611607
  --------------------------------                   ----------------------
    (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)

                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                  --------------------------------------------- 
                     (Address of Principal Executive Office)

                                 (561) 470-6005
               --------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                           Yes   [x]     No  [ ]

      The number of shares  outstanding of the issuer's common stock,  par value
$.01 per share as of August 11, 1997 was 717,928, after giving effect to a 1 for
20 reverse split which was declared on August 8, 1997.

      Transitional Small Business Disclosure Format:

                           Yes   [ ]     No  [X]



<PAGE>



                       QPQ CORPORATION AND SUBSIDIARIES
                         INDEX TO FINANCIAL STATEMENTS



                                                                       Page
PART I.  FINANCIAL INFORMATION                                       --------- 
------------------------------

      ITEM. 1     Financial Statements


                  Consolidated Balance Sheets as of
                  June 30, 1997 and December 31, 1996                  2 - 3


                  Consolidated Statements of Operations
                  for the Three and Six Months Ended
                  June 30, 1997 and 1996                                 4


                  Consolidated Statements of
                  Shareholders' Equity for the Six
                  Months Ended June 30, 1997                             5


                  Consolidated Statements of Cash Flows
                  for the Six Months Ended June 30,
                  1997 and 1996                                        6 - 7


                  Notes to Consolidated Financial
                  Statements                                           8 - 13



      ITEM. 2     Management's Discussion and Analysis
                  or Plan of Operation                                14 - 19



PART II.  OTHER INFORMATION
---------------------------



SIGNATURES




                                      1


<PAGE>



                       QPQ CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS


                                                June 30,        December 31,
                                                  1997              1996
                                              ------------       -----------

CURRENT ASSETS:

   Cash and cash equivalents                  $    362,798       $   138,731
   Restricted Cash                                    -              300,000
   Note and accounts receivable
      from sale of Medical Centers                  82,000              
   Receivables                                     198,118           171,972
   Inventory                                          -               57,718
   Accrued interest receivable                      37,054            28,889
   Due from affiliates                                -              149,382
   Prepaid expenses                                 30,000           230,368
                                              ------------       -----------

      Total Current Assets                         709,970         1,077,060
                                              ------------       -----------

Furniture, equipment & leasehold
  improvements, net                                392,195         1,988,251

Deferred charges, net of accumulated
   amortization  of $27,700 and $11,301
   at 1997 and 1996, respectively                  130,444           124,030

Domino's development rights, net
  of accumulated  amortization  of
   $106,208 at December 31, 1996                      -              204,646
                                              ------------       -----------

      Total Assets                            $  1,232,609       $ 3,393,987
                                              ============       ===========










                            See Accompanying Notes

                                      2


<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS, Continued
                                 (Unaudited)

                     LIABILITIES AND SHAREHOLDERS' EQUITY



                                                June 30,        December 31,
                                                  1997              1996
                                              ------------      ------------


CURRENT LIABILITIES:

   Accounts payable                           $     85,806      $    479,895
   Accrued expenses                                 18,747            92,489
   Due to affiliate                                   -              243,983
   Bank credit facilities payable                     -               21,718
                                              ------------      ------------

      Total Current Liabilities                    104,553           838,085
                                              ------------      ------------

BANK CREDIT FACILITIES PAYABLE                        -              300,000
                                              ------------      ------------

NOTE PAYABLE                                        40,000              -
                                              ------------      ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

   Preferred Stock, $.01 par value,
      1,000,000 shares authorized;
      no shares issued                                -                 -
   Common  Stock,   $.01 par value,
      5,000,000 shares authorized;
      655,315 and 382,673 shares
      issued  and  outstanding,
      respectively                                   6,553             3,827
   Additional paid-in capital                   10,768,603         9,274,390
   Accumulated Deficit                         ( 9,687,100)      ( 7,090,852)
   Accumulated translation adjustment                 -               68,537
                                              ------------      ------------

      Total Shareholders' Equity                 1,088,056         2,255,902
                                              ------------      ------------


      Total Liabilities and
          Shareholders' Equity                $  1,232,609      $  3,393,987
                                              ============      ============


                            See Accompanying Notes

                                      3

<PAGE>
                        QPQ CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                                      Three Months Ended           Six Months Ended
                                            June 30,                     June 30,
                                  --------------------------    --------------------------   
                                      1997           1996           1997           1996
                                  -----------    -----------    -----------    -----------
<S>                               <C>            <C>            <C>            <C>        
REVENUES:
  Medical Centers                 $   287,889    $   260,587    $   538,723    $   307,590
                                  -----------    -----------    -----------    -----------
OPERATING EXPENSES:
  Payroll and related                 188,450        124,063        490,525        223,834
  Occupancy and other                 173,490        111,351        349,795        150,564
  Advertising                          22,609        105,545        173,625        157,157
  Depreciation and amortization        28,432         15,688         56,582         27,516
                                  -----------    -----------    -----------    -----------
     Total Medical Centers            412,981        356,647      1,070,527        559,071
                                  -----------    -----------    -----------    -----------
GENERAL & ADMINISTRATIVE
  EXPENSES                            555,768        278,473      1,012,947        593,261

LOSS ON SALE OF ASSETS                228,088           --          228,088           --
                                  -----------    -----------    -----------    -----------

OPERATING LOSS                       (908,948)      (374,533)    (1,772,839)      (844,742)
                                  -----------    -----------    -----------    -----------
OTHER INCOME (EXPENSES):
  Interest and other income            17,533          1,213         21,676          9,748
  Interest expense                    (19,348)          --          (26,872)          --
  Underwriter warrant
    settlement                           --             --         (201,000)          --
                                  -----------    -----------    -----------    -----------
     Total other income
     (expense), net                    (1,815)         1,213       (206,196)         9,748
                                  -----------    -----------    -----------    -----------
LOSS FROM CONTINUING
  OPERATIONS                         (910,763)      (373,320)    (1,979,035)      (834,994)

DISCONTINUED OPERATIONS:
  Loss from operations                (95,205)      (117,398)      (315,502)      (321,466)
  Loss on disposal of
    discontinued operations          (301,711)          --         (301,711)          --
                                  -----------    -----------    -----------    -----------
LOSS FROM DISCONTINUED
  OPERATIONS                         (396,916)      (117,398)      (617 213       (321,466)
                                  -----------    -----------    -----------    -----------

NET LOSS                          $(1,307,679)   $  (490,718)   $(2,596,248)   $(1,156,460)
                                  ===========    ===========    ===========    ===========
NET LOSS PER COMMON
  SHARE:
  Continuing operations           $     (1.96)   $     (1.14)   $     (4.67)   $     (3.80)
  Discontinued operations                (.86)          (.36)         (1.46)         (1.47)
                                  -----------    -----------    -----------    -----------
    Net loss                      $     (2.82)   $     (1.50)   $     (6.13)   $     (5.27)
                                  ===========    ===========    ===========    ===========
WEIGHTED AVERAGE
  COMMON SHARES
  OUTSTANDING                         463,566        327,099        423,352        219,537
                                  ===========    ===========    ===========    ===========
</TABLE>

                                             See Accompanying Notes

                                                      4


<PAGE>

                                      QPQ CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                    For the Six Months Ended June 30, 1997
                                                 (Unaudited)
<TABLE>
<CAPTION>


                                                                    Additional  Accumulated
                                                  Common Stock       Paid In    Translation      Accumulated
                                        Shares          Amount       Capital     Adjustment        Deficit         Total
                                     ----------    -----------    -----------   -----------    ------------   ------------
<S>                                     <C>        <C>            <C>                <C>       <C>            <C>         
Balances,
   December 31,
   1996                                 382,673    $     3,827    $ 9,274,390        68,537    $( 7,090,852)  $  2,255,902

Issuance of Common Stock
   in exchange for 8%
   Convertible Debentures,
   net of unamortized debenture
   issue costs of $165,927              192,000          1,920      1,134,791                                    1,136,711

Issuance of Common Stock
   in satisfaction of liabilities
   and payment of legal and
   professional expenses                 65,000            650        328,294                                      328,944

Issuance of Common Stock
   in payment of officer
   compensation                          15,642            156         31,128                                       31,284

Translation
   adjustments                                                                    (  68,537)                   (    68,537)


Net loss for
   the period                                                                                   ( 2,596,248)   ( 2,596,248)
                                     ----------    -----------    -----------   -----------    ------------   ------------

Balances,
   June 30, 1997                        655,315    $     6,553    $10,768,603   $      -       $( 9,687,100)  $  1,088,056
                                     ==========    ===========    ===========   ===========    ============   ============

</TABLE>








































                                                      See Accompanying Notes

                                                                5



<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                 Six Months Ended June 30,
                                              ------------------------------
                                                  1997              1996
                                              ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:

   Net Loss                                   $( 2,596,248)     $( 1 156,460)
   Adjustment to reconcile net
      loss to net cash used in
      operating activities:
          Depreciation and amortization            141,142            91,267
          Loss on sale of discontinued
             operations                            301,711              -
          Loss on disposition of assets            310,088              -
          Expenses paid by issuance of
             common stock                          382,866              -
Changes in operating assets and
      liabilities:
          Receivables                          (    99,955)      (    42,571)
          Inventory                                   -          (     9,992)
          Accrued interest receivable          (     8,165)      (   176,047)
          Prepaid expenses                         168,363       (    34,613)
          Other assets                         (    61,306)
          Accounts payable and
             accrued expenses                       71,005           114,034
          Discontinued operations -
             noncash charges and
             working capital changes                36,509           393,068
          Other noncash charges                    101,829              -
                                              ------------      ------------
   Net cash used in operating
      activities                               ( 1,252,161)      (   821,314)
                                              ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of
      discontinued operations                      500,000              -
   Proceeds from sale of equipment                  49,282              -
   Discontinued operations                         315,135       (    32,695)
   Payments for furniture, equipment
      and leasehold improvements                      -          (   805,009)
                                              ------------      ------------

   Net cash provided by(used in)
      investing activities                         864,417       (   837,704)
                                              ------------      ------------





                            See Accompanying Notes

                                      6

<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                 (Unaudited)

                                                 Six Months Ended June 30,
                                              ------------------------------
                                                  1997              1996
                                              ------------      ------------
CASH FLOWS FROM FINANCING
   ACTIVITIES:

   Net proceeds from issuance of
      Common stock                                    -            1,195,000
   Payment for option                                 -          (    10,000)
   Net proceeds from issuance of
      8% Convertible debentures                  1,066,667              -
   Proceeds from exercise of
     stock options                                  30,000              -
   Discontinued operations                     (   321,718)      (     4,803)
   Payments from(to) affiliates, net           (    94,601)      (   135,286)
                                              ------------      ------------
   Net cash provided by financing
      activities                                   680,348         1,044,911
                                              ------------      ------------
FOREIGN CURRENCY TRANSLATION
   ADJUSTMENT                                  (    68,537)      (    18,704)

INCREASE(DECREASE) IN CASH AND
   CASH EQUIVALENTS                                224,067       (   632,811)

BEGINNING CASH AND CASH EQUIVALENTS                138,731         1,052,831
                                              ------------      ------------

ENDING CASH AND CASH EQUIVALENTS              $    362,798      $    420,020
                                              ============      ============
SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:

   Cash paid during the period for:
      Interest:
          Continuing operations               $      3,022      $       -
                                              ============      ============
          Discontinued operations             $     17,475      $     18,536
                                              ============      ============
SUPPLEMENTAL SCHEDULE OF NON
   CASH INVESTING & FINANCING
   ACTIVITIES:

Six Months Ended June 30, 1997:
      Issuance of 192,000 shares of Common Stock in  satisfaction  of $1,280,000
      principal  amount of 8%  Convertible  Debentures  and  $22,638  of accrued
      interest.

      Issuance of 65,000 shares of Common Stock in  satisfaction  of liabilities
      and payment of legal and professional expenses.

      Issuance  of  15,642   shares  of  Common  Stock  in  payment  of  officer
      compensation.









                             See Accompanying Notes

                                        7


<PAGE>

                       QPQ CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


1.    ORGANIZATION:

      QPQ Corporation (the "Company/"QPQ") formerly known as International Pizza
Corporation,   was  organized  for  the  purpose  of  developing  and  operating
franchised  Domino's  stores in the Republic of Poland  ("Poland").  On June 27,
1997, the Company sold its  wholly-owned  Polish  subsidiary  Pizza King Polska,
Sp.zo.o ("PK  Polska") to an  unrelated  party,  in exchange for $500,000  cash,
relinquishment  of certain PK Polska  related  assets  owned by the  Company and
assumption  of all  liabilities  of PK Polska  by the  purchaser  as more  fully
explained in Note 10.

      Since August 1995, QPQ Medical  Centers,  Inc. has been in the business of
developing and/or operating  centers which offer primary care,  medical services
and medically  supervised  weight loss programs.  In June 1997, the Company sold
three of its four operating  weight loss centers as more fully explained in Note
9.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      BASIS OF PRESENTATION - The accompanying consolidated financial statements
at June 30,  1997  include the  accounts  of the  Company  and its wholly  owned
subsidiary,  QPQ Medical Centers,  Inc. ("QPQ Medical").  QPQ Medical  commenced
operations in January,  1996.  All  significant  intercompany  transactions  and
balances have been  eliminated in  consolidation.  The results of operations and
cash flows for PK Polska for all periods  presented are included in discontinued
operations.

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

            The accompanying unaudited consolidated financial statements,  which
are for interim periods,  do not include all disclosures  provided in the annual
consolidated  financial  statements.   These  unaudited  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and the  footnotes  thereto  contained in the Annual  Report on Form
10-KSB for the year ended December 31, 1996 of QPQ Corporation and  Subsidiaries
(the  "Company"),  as filed with the  Securities  and Exchange  Commission.  The
December  31,  1996   consolidated   balance  sheet  was  derived  from  audited
consolidated financial statements, but does not include all disclosures required
by generally accepted accounting principles.

      In the opinion of the Company,  the  accompanying  unaudited  consolidated
financial  statements  contain all adjustments  (which are of a normal recurring
nature)  necessary  for a fair  presentation  of the financial  statements.  The
results of operations for the six months ended June 30, 1997 are not necessarily
indicative of the results to be expected for the full year.

                                      8

<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                (Unaudited)


      The only  currency  that may be used in Poland is the zloty.  The value of
the zloty is pegged  pursuant to a system  based on a basket of  currencies,  as
well as all other  economic  and  political  factors  that  effect  the value of
currencies  generally.  At June 30, 1997 and 1996,  the exchange rate was 3.2640
and 2.7720 new zlotys per dollar, respectively.  Monetary assets and liabilities
are translated  from the local  currency,  the "zloty",  to U.S.  dollars at the
period  end  exchange  rate.  Non-monetary  assets,  liabilities,   and  related
expenses,  primarily furniture,  equipment,  leasehold  improvements and related
depreciation and amortization,  were translated using historical exchange rates.
Income and expense  accounts,  excluding  depreciation  and  amortization,  were
translated at a weighted average exchange rate.

      The accounts of PK Polska were  measured  using the Polish  zloty.  Due to
Poland's highly inflationary  environment  through December 31, 1995,  generally
accepted  accounting  principles  required QPQ to calculate and recognize on its
statement of operations its currency translation gains or losses associated with
PK Polska.  Due to the reduction in Polands  inflation  rate,  effective for the
year ended December 31, 1996, QPQ was no longer  required  pursuant to generally
accepted accounting principles to recognize currency translation gains or losses
in its statement of operations.  As a result of this change the net loss and net
loss per common  share for the three and six months  ended June 30,  1996,  were
decreased by $28,765 and $18,704 and $.09 and $.09 , respectively.

      GOING CONCERN - The report of the  Company's  independent  accountants  on
their audit of the Company's December 31, 1996 consolidated financial statements
contained uncertainties relating to the Company's ability to continue as a going
concern.  The Company has  incurred a  substantial  loss in the six months ended
June 30, 1997 and  uncertainties  exist with regard to the Company's  ability to
generate sufficient cash flows from operations or other sources to meet existing
obligations and fund its commitment with regard to the expansion of its existing
operations which gives rise to doubts about the Company's ability to continue as
a going concern.  These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

      NET LOSS PER COMMON SHARE - The  computation  of net loss per common share
in the accompanying  statements of operations is based upon the weighted average
number of shares outstanding during the period adjusted for the 1 for 20 reverse
split  described  in Note 7. The net loss per common  share does not include the
assumed  exercise of any common stock options or warrants since their  inclusion
would be anti-dilutive.


3.    RESTRICTED CASH:

      At  December  31,  1996,  the Company had  $300,000  of  restricted  cash,
classified as a current asset, which represented  collateral for the outstanding
line of credit of PK Polska (See Note 10).  The  $300,000  was  relinquished  in
connection with the sale of PK Polska as more fully described in Note 10.



                                      9


<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.    BANK CREDIT FACILITIES:

      In  January  1995,  PK Polska  obtained  a  $300,000  line of credit  from
American Bank in Poland, S.A. with interest payable quarterly at a rate of 7.75%
per annum. The Company  guaranteed the borrowings which were  collateralized  by
its amounts on deposit.  In connection with the sale of PK Polska the borrowings
were assumed by the purchaser of PK Polska and the Company was released from its
guarantee.


5.    NOTE PAYABLE:

      The $40,000 note is payable in full in February 2000 and bears interest at
the prevailing prime rate as published by the Wall Street Journal.


6.    8 % CONVERTIBLE DEBENTURES:

      In March 1997, the Company entered into Securities Subscription Agreements
(the "Agreements") for the sale of $1,280,000 of 8% Convertible  Debentures (the
"Debentures")  with a maturity  date of March 31,  1998,  for which the  Company
received  net proceeds of  $1,066,667.  Interest on the  debentures  was payable
quarterly.

      The Debentures were originally  convertible into shares of common stock at
a  conversion  price  per  share  equal to the  lower of (a) 75% of the  average
closing  bid  price of the  common  stock  for five  business  days  immediately
preceding the conversion date or (b) 75% of the average of the closing bid price
of the common stock for the business day  immediately  preceding the date of the
individual Subscription Agreement.

      Pursuant to a settlement  entered into with all holders of the  Debentures
the holders  agreed to accept  three shares of Common Stock in exchange for each
$1 of principal amount of each Debenture.  In addition,  all accrued interest on
the debentures  was satisfied by issuance of the Common Stock.  On June 4, 1997,
the Company  issued  192,000  shares of Common  Stock in exchange for all of the
outstanding Debentures.

      The  $165,927  of  unamortized  costs  associated  with  issuance  of  the
debentures  has  been  charged  against   additional  paid  in  capital  in  the
accompanying consolidated financial statements at June 30, 1997.

      The Debentures were originally  issued in reliance upon the exemption from
registration  afforded by  Regulation S as  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.


7.    SHAREHOLDERS' EQUITY:

      On August 8, 1997,  the Company  declared a 1-for-20  reverse stock split,
payable to stockholders  of record on August 22, 1997. All information  relating
to outstanding shares of common stock in the accompanying  financial  statements
for all periods presented has been restated to reflect the reverse split.

                                      10


<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



      The Company's  Stock Option Plan (the "Plan") and  Directors  Stock Option
Plan (the "Directors Plan")  (collectively the "Plans"),  authorize the issuance
of 50,000 and 2,500 shares of common stock options,  respectively. The Plans are
designed to serve as incentives for retaining  qualified and competent employees
and directors.


      The following  table reflects the option activity for the six months ended
June 30, 1997:


Outstanding at beginning of period                             25,125
Granted                                                         1,375
Exercised                                                        -
Expired                                                     (   1,500)
                                                           ----------
Outstanding at end of period                                   25,000
                                                           ==========
Exercisable at end of period                                   15,725
                                                           ==========
Price range of options                         
  outstanding at end of period                        $13.80 - $57.50
                                                      ===============
Available for grant at end of period                           27,500
                                                           ==========

      In July 1996, QPQ sold 59,750 shares of Common Stock in a private offering
and received cash proceeds of $1,195,000. Principal shareholders of the Company,
including the Company's former Chairman,  Chief Executive  Officer and President
purchased an aggregate of 15,000 shares of the offering.  In September  1996 and
November  1996 QPQ sold 16,851 and 4,823 shares of Common Stock  pursuant to two
Regulation S offerings and received aggregate cash proceeds of $969,923,  net of
offering expenses.

      At June 30, 1997, the Company has reserved  206,541 shares of Common Stock
for issuance pursuant to outstanding options and warrants.


8.    SETTLEMENT OF UNDERWRITER WARRANTS:

      On November 20, 1996,  the Company was notified by holders of Warrants for
the purchase of an aggregate of 1,913 shares of Common Stock issued on September
22, 1993, pursuant to the Underwriter's Common Stock Purchase Agreement, between
the Company and Reich & Co., Inc., 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 $5.00 per share.  The claim  alleged that
the number of shares for which the  Warrants  are  exercisable  increased  to an
aggregate  of  68,850  shares.   Additionally,   the  warrant  holders  demanded
registration  of such  shares.  On May 14,  1997,  the Company  repurchased  the
warrants for a total purchase price of $201,000.  The accompanying June 30, 1997
consolidated   financial  statements  reflect  a  loss  on  underwriter  warrant
settlement in the amount of $201,000.

                                       11

<PAGE>
                        QPQ CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


9.    LOSS ON DISPOSITION OF ASSETS:

      Effective  June 23, 1997 the Company sold three of its  operating  Medical
Centers  to an  unrelated  party in  exchange  for cash of  $25,000,  which  was
received  on July 1,  1997 and  notes  receivable  of  $57,000.  Following  is a
computation of the loss incurred on such sale:

      Net book value of assets sold:
         Furniture equipment and leasehold
            improvements                        $ 261,468
         Deposits and other assets                 48,620
                                                 --------  

            Total Assets sold                     310,088

         Proceeds from sale                        82,000
                                                 --------

            Loss on sale                        $ 228,088
                                                 ========


      As security for its notes  receivable  the Company has a first lien on all
assets located in the three medical  centers sold as well as a first lien on all
assets located in an additional medical center owned by the purchaser.

      The Company has been  released by the  landlord on the leases  relating to
two of the centers sold and is presently attempting to obtain a release relating
to the third center.


10.   DISCONTINUED OPERATIONS:

      On June 27, 1997, the Company sold its wholly-owned  Polish  subsidiary PK
Polska for $500,000,  plus a release from all other  obligations  of the Company
relative to PK Polska, including bank guarantees.  The Company also relinquished
its $300,000  certificate of deposit and related interest  receivable of $37,054
(which  was used as  collateral  for a  $300,000  bank  loan to PK  Polska)  and
transferred  the  unamortized  cost of its  Domino's  Development  rights to the
purchaser. Following is a computation of the loss incurred on the sale:

      Net assets of PK Polska at
         date of sale                            $ 312,608
      Certificate of deposit  relinquished         300,000
      Transfer of net book value of
         Domino's development rights               189,103
                                                  --------

            Total                                  801,711
      Less proceeds received                       500,000
                                                  --------

            Loss on sale                         $ 301,711
                                                  ========

                                       12

<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


      Following is a condensed summary of the results of operations of PK Polska
for all periods presented in the accompanying consolidated financial statements:



                          Three Months Ended          Six Months Ended
                               June 30,                    June 30,
                       ------------------------    ------------------------
                          1997          1996          1997          1996
                       ----------    ----------    ----------    ----------

     Restaurant Sales  $  302,443    $  365,459    $  588,439    $  648,138

     Operating Loss    $(  96,326)   $( 114,716)   $( 308,957)   $( 307,151)

     Net Loss          $(  95,205)   $( 117,398)   $( 315,502)   $( 321,466)


11.   COMMITMENTS:

      On  April  18,  1997,  the  Company  entered  into a two  year  consulting
agreement  with an unrelated  individual to provide  advice and consult with the
company concerning identifying, evaluating, structuring, negotiating and closing
business acquisitions, including asset purchases, consolidations, mergers, joint
ventures and strategic alliances with companies located in Russia and the former
Soviet  Republic.  The company  issued  15,000 shares of common stock as initial
compensation  and further agreed to issue 30,000 shares of common stock upon the
successful  completion of an acquisition or merger  introduced to the Company by
the  consultant.  If any such  acquisition or merger is not completed due to the
fault of the Company the 30,000  shares  will be issued to the  consultant  as a
breakup fee.

      On May 9, 1997, the Company entered into a five year employment  agreement
with its President providing for annual salary of $120,000 with annual increases
equal the  greater of the annual  increase in CPI or 6% of the  previous  year's
base salary. The President received a signing bonus in the form of 18,255 shares
of common stock and received  options to purchase an aggregate of 25,000  shares
of common  stock at an amended  exercise  price of $1.20 per share.  The options
vested  immediately  and  expire  ten  years  from  the  date of the  employment
agreement.  Subsequent  to June 30,  1997,  additional  options to  purchase  an
aggregate  of 20,708  shares of common  stock at an exercise  price of $1.20 per
share,  were granted pursuant to the anti-dilution  provisions  contained in the
employment agreement.






                                      13


<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.
         ---------------------------------------------------------
 
GENERAL

      On May 12, 1997, C.  Lawrence  Rutstein was appointed CEO and President of
the Company.  When the existing Board of Directors resigned,  Robert Hausman was
added to the Board with Mr. Rutstein.

      After the new management  reviewed the financial status of the Company and
the continuing serious operating losses the following actions were taken:

      1.    The  Company's  subsidiary,  Pizza King Polska,  Ltd.  ("PKP") which
operated Domino Pizza franchises in Poland was sold for $500,000. In addition to
the  continuing  operating  losses,  the Company was in default of its franchise
agreement  with Dominos and the Company did not have adequate  resources to cure
the default.

      2.    The Company sold three of its four weight loss  centers  operated by
QPQ Medical Weight Loss Center,  Inc. ("QPQ Medical") a wholly owned  subsidiary
which was organized on August 25, 1995 to offer supervised  weight loss programs
using a protocol which integrates systems and routines of nutrition  management,
exercise and prescribed  medication.  The centers  continued to have substantial
operating  losses  and  combined  with the  negative  publicity  on weight  loss
medications  management  believed  it was  prudent  to  sell  the  centers.  The
remaining  center in  Aventura,  Florida is focused on primary  medical care and
management has made changes to reduce its operating losses.

      3.    The new management  has reduced the corporate  overhead in salaries,
rents and other expenses to preserve the Company's resources.

      4.    The Company has made a $250,000 demand loan to Lator, Inc, a company
involved in the  harvesting,  bagging  and selling of sphagnum  peat moss to the
nursery  industry  and other  allied  uses  primarily  in Canada  and the United
States. The Company is presently completing its due diligence and may consider a
more permanent investment in Lator.

      5.    Management continues to examine other business opportunities for the
company.

      With  the  cash on hand  and the  cash  available  from  the  demand  note
receivable the company has the ability to fund its corporate  operations for the
next twelve months.  However,  in the event  management  identifies new business
opportunities  for the Company it would most likely be necessary for the Company
to raise additional funds by debt or equity to fund such opportunity. QPQ has no
assurances that such fund raising will be available.

SIX MONTHS ENDED JUNE 30, 1997 VS SIX MONTHS ENDED JUNE 30, 1996:

RESULTS OF OPERATIONS

      QPQ Medical  commenced  operations  in January  1996.  Due to the start up
nature of QPQ  Medical's  operations  and  based  upon the  differing  number of
Medical Centers open for the six months ended June 30, 1997 when compared to the
six months ended June 30, 1996, a comparison of QPQ Medicals  operations for the
two periods is not meaningful.

                                       14

<PAGE>

      During the six months ended June 30, 1997, QPQ Medical  generated  Medical
Center Revenues of $538,723 from its four Medical Centers. During the six months
ended June 30, 1996, QPQ Medical  generated  Medical Center Revenues of $307,590
from the  opening of its first two  Medical  Centers  in January  1996 and April
1996.

      During the six months ended June 30, 1997, QPQ Medical  incurred  $490,525
of Payroll and Related Costs, $349,795 of Occupancy and other costs, $173,625 of
Advertising Expense,  which includes the amortization of approximately  $146,000
of prepaid  advertising  incurred during 1996, and $56,582 of  Depreciation  and
Amortization.

      Payroll and Related Costs as a percentage of Medical  Center  Revenues for
the six months  ended June 30, 1997 and 1996,  were  approximately  91% and 73%,
respectively.  Due to the start up nature of QPQ Medicals operations these costs
are disproportionate in relation to the Medical Center Revenues,  as a result of
the necessity to fully staff the Medical Centers at the time of opening prior to
their ability to generate Medical Center Revenues.

      Occupancy and Other  Operating  Expenses as a percentage of Medical Center
Revenues  for the six  months  ended  June  30,  1997 and  June  30,  1996  were
approximately  65% and 49%,  respectively.  The 16% increase as a percentage  of
Medical Center  Revenues is primarily  attributable to the operation of all four
Medical  Centers  during the six months ended June 30, 1997,  as compared to the
operation of two Medical  Centers for a portion of the six months ended June 30,
1996.

      Advertising Expense as a percentage of Medical Center Revenues for the six
months  ended June 30,  1997 and June 30, 1996 were  approximately  32% and 51%,
respectively.  The 19% decrease as a percentage  of Medical  Center  Revenues is
primarily  attributable  to the operation of all four Medical Centers during the
six months  ended June 30,  1997 as  compared  to the  operation  of two Medical
Centers for a portion of the six months  ended June 30, 1996 and a reduction  in
media advertising during the 1997 period.

      Depreciation  and  Amortization as a percentage of Medical Center Revenues
for the six months ended June 30, 1997 and June 30, 1996 were  approximately 11%
and 9%, respectively. The 3% increase as a percentage of Medical Center Revenues
is primarily  attributable  to the operation of all four Medical  Centers during
the six months  ended June 30,  1997 as compared  to the  operation  of only two
Medical Centers for a portion of the six months ended June 30, 1996.

      Effective  June 23, 1997 the Company sold three of its  operating  Medical
Centers  to an  unrelated  party in  exchange  for cash of  $25,000,  which  was
received  on July 1,  1997 and  notes  receivable  of  $57,000.  Following  is a
computation of the loss incurred on such sale:

      Net book value of assets sold:
         Furniture equipment and leasehold
            improvements                        $ 261,468
         Deposits and other assets                 48,620
                                                 --------  
            Total Assets sold                     310,088

         Proceeds from sale                        82,000
                                                 --------
            Loss on sale                        $ 228,088
                                                 ========
                                       15

<PAGE>

      As security for its notes  receivable  the Company has a first lien on all
assets located in the three medical  centers sold as well as a first lien on all
assets located in an additional medical center owned by the purchaser.

      The Company has been  released by the  landlord on the leases  relating to
two of the centers sold and is presently attempting to obtain a release relating
to the third center.

      General and Administrative Expenses for the six months ended June 30, 1997
and June 30, 1996, totalled $1,012,947 and $593,261,  respectively.  For the six
months ended June 30, 1997, General and  Administrative  Expenses were comprised
of  executive  and office staff  salaries  and  benefits of $165,848,  legal and
professional fees, office rent,  travel,  telephone and other corporate expenses
of $762,539,  and depreciation  and amortization of $84,560.  For the six months
ended June 30,  1996,  General and  Administrative  Expenses  were  comprised of
executive and office staff salaries of $186,735,  legal and  professional  fees,
office rent, travel,  telephone and other general corporate expenses of $363,420
which figure includes $83,041 of preopening  costs incurred by QPQ Medical,  and
depreciation and amortization of $43,106.

      Interest  and other income for the six months ended June 1997 and 1996 was
$21,676 and $9,748. The $11,928 is primarily  attributable to interest earned on
invested funds during the 1997 period as well as  miscellaneous  income relating
to the disposal of assets.

      Interest  expense  for the six months  ended June 30, 1997 was $26,872 and
relates  primarily to the  issuance of the 8%  Convertible  Debentures  in March
1997, which were exchanged for common stock in June 1997.

      On June 27, 1997, the Company sold its wholly-owned  Polish  subsidiary PK
Polska for $500,000,  plus a release from all other  obligations  of the Company
relative to PK Polska, including bank guarantees.  The Company also relinquished
its $300,000 certificate of deposit (which was used as collateral for a $300,000
bank loan to PK Polska) and  transferred  the  unamortized  cost of its Domino's
Development  rights to the  purchaser.  Following is a  computation  of the loss
incurred on the sale:

      Net assets of PK Polska at
         date of sale                            $ 312,608
      Certificate of deposit and related
         interest receivable relinquished          300,000
      Transfer of net book value of
         Domino's development rights               189,103
                                                  --------
            Total                                  801,711

      Less proceeds received                       500,000
                                                  --------
            Loss on sale                         $ 301,711
                                                  ========


      Following is a condensed summary of the results of operations of PK Polska
for all periods presented in the accompanying consolidated financial statements:


                                      16


<PAGE>

                         Three Months Ended         Six Months Ended
                              June 30,                   June 30,
                      ------------------------    ------------------------
                         1997         1996           1997          1996
                      ----------    ----------    ----------    ----------

    Restaurant Sales  $  302,443    $  365,459    $  588,439    $  648,138

    Operating Loss    $(  96,326)   $( 114,716)   $( 308,957)   $( 307,151)

    Net Loss          $(  95,205)   $( 117,398)   $( 315,502)   $( 321,466)


LIQUIDITY AND CAPITAL RESOURCES

      On August 8, 1997, QPQ declared a 1 for 20 reverse stock split, payable to
stockholders  of  record  on  August  22,  1997.  All  information  relating  to
outstanding shares of common stock in the following paragraphs has been restated
to reflect the reverse split

      As of June 30, 1997, QPQ had working capital of $605,417 and cash and cash
equivalents of $362,798.

      With  the  cash on hand  and the  cash  available  from  the  demand  note
receivable the company has the ability to fund its corporate  operations for the
next twelve months.  However,  in the event  management  identifies new business
opportunities  for the Company it would most likely be necessary for the Company
to raise additional funds by debt or equity to fund such opportunity. QPQ has no
assurances that such fund raising will be available.

      To date,  QPQ's  business has been  principally  financed by proceeds from
QPQ's  public  offering of QPQ Common  Stock and  Warrants,  proceeds  from bank
credit  facilities,  proceeds from two private offerings of QPQ Common Stock and
proceeds from two Regulation S Offerings of QPQ Common Stock.

      During the year ended December 31, 1996 , QPQ completed a private offering
(the "Private  Offering") of 59,750 shares of Common Stock at an offering  price
of $20.00 per share. The Private Offering was made only to accredited  investors
in  accordance  with the  provisions  of  Regulation  D  promulgated  under  the
Securities  Act of 1933,  as amended.  The former  Chairman of the Board,  Chief
Executive  Officer,  President and a principal  shareholder  of QPQ, and another
principal shareholder of QPQ, purchased 10,000 and 5,000 shares of common stock,
respectively.

      In July 1996 and November  1996 QPQ sold 16,851 and 4,823 shares of Common
Stock in two Regulation S offerings and received cash proceeds of $959,923,  net
of offering expenses.

      From  January  13, 1997  through  March 12,  1997,  the  Company's  former
Chairman of the Board,  Chief  Executive  Officer and  President  along with his
mother  loaned the Company an aggregate of $397,000,  repayable on demand,  with
interest at 8% per annum. The loans were made for working capital  purposes.  On
March 17, 1997,  the loans were repaid in full  together  with $3,022 of accrued
interest  from  proceeds   received  in  connection  with  issuance  of  the  8%
Convertible Debentures.



                                      17

<PAGE>

      In March 1997, the Company entered into Securities Subscription Agreements
(the "Agreements") for the sale of $1,280,000 of 8% Convertible  Debentures (the
"Debentures")  with a maturity  date of March 31,  1998,  for which the  Company
received  net  proceeds  of  $1,066,667.  Interest  was payable  quarterly.  The
Debentures were  convertible  into shares of common stock at a conversion  price
per share equal to the lower of (a) 75% of the average  closing bid price of the
common stock for five business days immediately preceding the conversion date or
(b) 75% of the  average of the  closing  bid price of the  common  stock for the
business  day  immediately  preceding  the date of the  individual  Subscription
Agreement.

      Pursuant to a settlement  entered into with all holders of the  Debentures
the holders  agreed to accept  three shares of Common Stock in exchange for each
$1 of principal amount of each Debenture.  In addition,  all accrued interest on
the debentures  was satisfied by issuance of the Common Stock.  On June 4, 1997,
the Company  issued  192,000  shares of Common  Stock in exchange for all of the
outstanding Debentures.

      The  $165,927  of  unamortized  costs  associated  with  issuance  of  the
debentures  has  been  charged  against   additional  paid  in  capital  in  the
accompanying consolidated financial statements at June 30, 1997.

      The   Debentures   were  issued  in  reliance  upon  the  exemption   from
registration  afforded by  Regulation S as  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.

      On November 20, 1996,  the Company was notified by holders of Warrants for
the purchase of an aggregate of 1,913 shares of Common Stock issued on September
22, 1993, pursuant to the Underwriter's Common Stock Purchase Agreement, between
the Company and Reich & Co., Inc., 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 $5.00 per share.  The claim  alleged that
the number of shares for which the  Warrants  are  exercisable  increased  to an
aggregate  of  68,850  shares.   Additionally,   the  warrant  holders  demanded
registration  of such  shares.  On May 14,  1997,  the Company  repurchased  the
warrants for a total purchase price of $201,000.  The accompanying June 30, 1997
consolidated   financial  statements  reflect  a  loss  on  underwriter  warrant
settlement in the amount of $201,000.

      On May 23, 1997, QPQ entered into an  Undertaking  and Loan Agreement (the
"Loan  Agreement")  with   International   Fast  Food  Corporation,   a  Florida
corporation  ("IFFC")  and  Pizza  King  Polska  Sp,  z.o.o.,  a Polish  limited
liability  company ("PKP"),  whereby IFFC granted to QPQ a loan in the amount of
$500,000,  plus interest at the rate of 9% per annum (the "Loan").  By the terms
of the Loan Agreement, the Loan shall be repaid by QPQ (in U.S. Dollars) in full
no later  than 3 months  from the date of the Loan  Agreement.  QPQ also had the
right to prepay the principal amount without penalty.  In order to secure IFFC's
rights under the Loan Agreement, QPQ agreed to transfer to IFFC 41,258 shares of
Common Stock of PKP (the "PKP Shares")  owned by QPQ pursuant to an Agreement on
Transfer of Shares as Collateral dated May 23, 1997 (the "Transfer  Agreement").
Under the Transfer Agreement, IFFC agrees to transfer the PKP Shares back to QPQ
upon full repayment of the Loan.

      On June 27,  1997,  QPQ,  IFFC and PKP mutually  agreed to  terminate  the
Transfer  Agreement and IFFC  transferred the shares of PKP back to QPQ, and QPQ
sold the PKP shares to Krolewska Pizza Sp.zo.o ("KP") for a total purchase price
of $500,000,  represented by the transfer of QPQ's $500,000  liability  owing to
IFFC to KP.
                                      18

<PAGE>

      On May 27,  1997,  QPQ  received  a  letter  from  Nasdaq  concerning  the
continued  listing of QPQ's shares of Common Stock on The Nasdaq SmallCap Market
(the  "Letter").  The Letter  indicated  that QPQ's  shares of Common Stock have
failed to maintain a closing bid price  greater  than or equal to $1.00.  Nasdaq
also stated that to be eligible for continued  listing,  all securities,  except
warrants  and  rights,  must  maintain  a  minimum  bid price of $1.00 or, as an
alternative  if the bid price is less than $1.00,  maintain  capital  surplus of
$2,000,000  and a market value of the public float of  $1,000,000.  QPQ has also
failed to meet the alternative. The Letter also stated that QPQ will be provided
90 calendar days in which to regain compliance with the minimum bid price or the
alternative  requirement.  On August 8,  1997,  QPQ  declared a 1 for 20 reverse
stock split,  payable to  stockholders of record on August 22, 1997, in order to
meet the minimum Nasdaq bid price for its common stock.

      On  April  18,  1997,  the  Company  entered  into a two  year  consulting
agreement  with an unrelated  individual to provide  advice and consult with the
company concerning identifying, evaluating, structuring, negotiating and closing
business acquisitions, including asset purchases, consolidations, mergers, joint
ventures and strategic alliances with companies located in Russia and the former
Soviet  Republic.  The company  issued  15,000 shares of common stock as initial
compensation  and further agreed to issue 30,000 shares of common stock upon the
successful  completion of an acquisition or merger  introduced to the Company by
the  consultant.  If any such  acquisition or merger is not completed due to the
fault of the Company the 30,000  shares  will be issued to the  consultant  as a
breakup fee.

      On May 9, 1997, the Company entered into a five year employment  agreement
with its President providing for annual salary of $120,000 with annual increases
equal the  greater of the annual  increase in CPI or 6% of the  previous  year's
base salary. The President received a signing bonus in the form of 18,255 shares
of common stock and received  options to purchase an aggregate of 25,000  shares
of common  stock at an amended  exercise  price of $1.20 per share.  The options
vested  immediately  and  expire  ten  years  from  the  date of the  employment
agreement.  Subsequent  to June 30,  1997,  additional  options to  purchase  an
aggregate  of 20,708  shares of common  stock at an exercise  price of $1.20 per
share,  were granted pursuant to the anti-dilution  provisions  contained in the
employment agreement.

      On August 5, 1997, the Company's  publicly  traded  warrants were delisted
from the Nasdaq  Small Cap Market due to the  absence of any  registered  market
makers to trade the securities.











                                      19


<PAGE>

                          PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      Please see Note 8 on Page 11 and the  Managements  Discussion and Analysis
on Page 18 with  respect  to the  settlement  of the  Underwriters  warrant  for
$201,000.

ITEM 2.     CHANGES IN SECURITIES

      (c)   10,000 shares of stock were issued to Weight Loss  Associates,  Inc.
in exchange as consideration  for the termination and transfer of assets under a
License Agreement between Weight Loss Associates and the Company.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5.     OTHER INFORMATION

      None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (b)   Reports on Form 8-K

                  (i)   On June  19,  1997,  the  Company  filed  a Form  8-K in
connection  with the  resignation  of Mitchell  Rubinson as President  and Chief
Executive  Officer, a loan of $500,000 from International Fast Food Corporation;
the  conversion  of the  8.0%  Convertible  Debentures,  and the  NASDAQ  90 day
continued listing letter.


















                                       20


<PAGE>



                                   SIGNATURES

      In accordance with Section 13 or 15 (d) of the Securities  Exchange Act of
1934, QPQ has caused this report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                    QPQ CORPORATION



DATE:  August 19, 1997              By: /s/ C. Lawrence Rutstein
                                       -----------------------------------------
                                    C. Lawrence Rutstein, Chairman of the Board,
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)
































                                       21