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 September 30, 1996



           [ ]  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.)

                          1000 Lincoln Road, Suite 206
                           Miami Beach, Florida 33139
                -------------------------------------------------  
                     (Address of Principal Executive Office)

                                 (305) 674-8115
                --------------------------------------------------
                (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 November 8, 1996 was 7,557,012. 

     Traditional Small Business Disclosure Format:     Yes   [x]   No   [ ]

 

<PAGE>



                        QPQ CORPORATION AND SUBSIDIARIES
                          INDEX TO FINANCIAL STATEMENTS



                                                                        Page
                                                                        ----

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

      ITEM. 1     Financial Statements

                  Consolidated Balance Sheets as of
                  September 30, 1996 and December 31,
                  1995                                                    3

                  Consolidated Statements of Operations
                  for the Three and Nine Months Ended
                  September 30, 1996 and 1995                             4

                  Consolidated Statements of
                  Shareholders' Equity for the Nine
                  Months Ended September 30, 1996                         5

                  Consolidated Statements of Cash Flows
                  for the Nine Months Ended September
                  30, 1996 and 1995                                      6-7

                  Notes to Consolidated Financial
                  Statements                                             8-11



      ITEM. 2     Management's Discussion and Analysis
                  or Plan of Operation                                  12-20



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






SIGNATURES




                                        2


<PAGE>
                        QPQ CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS ( unaudited)

                                     ASSETS
                                     ------
                                              September 30,      December 31,
                                                  1996               1995
                                              ------------      ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $    499,472      $  1,052,831
   Restricted Cash                                 300,000           300,000
   Receivables                                     107,183               868
   Inventory                                        68,840            63,567
   Due from affiliates                             154,192             1,040
   Prepaid expenses                                271,871             7,952
                                              ------------      ------------
      Total Current Assets                       1,401,558         1,426,258
                                              ------------      ------------

Furniture, equipment & leasehold
  improvements, net                              2,292,878         1,635,195

Deferred charges, net of accumulated
   amortization of $99,302 and $18,747
   at 1996 and 1995, respectively                  153,455           279,249

Domino's development rights, net of
  accumulated amortization of $98,437
   and $75,123 at 1996 and 1995,
   respectively                                    212,417          235,731
                                              ------------      ------------
      Total Assets                            $  4,060,308      $ 3,576,433
                                              ============      ============


                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     ------------------------------------


CURRENT LIABILITIES:
   Accounts payable                           $    592,762      $    245,164
   Accrued expenses                                172,459            82,758
   Due to affiliate                                210,474            49,087
   Bank credit facilities payable                  353,072              -
                                              ------------      ------------
      Total Current Liabilities                  1,328,767           377,009
                                              ------------      ------------
   Bank credit facilities payable                    -               300,000
                                              ------------      ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 par value,
  1,000,000 shares authorized;
  no shares issued                                   -                  -
Common Stock, $.01 par value,
  100,000,000 shares authorized;
  7,557,012 and 6,025,000 shares
  issued and outstanding,
  respectively                                      75,570            60,250
Additional paid-in capital                       9,035,656         7,063,044
Accumulated Deficit                            ( 6,379,685)      ( 4,223,870)
                                              ------------      ------------
   Total Shareholders' Equity                    2,731,541         2,899,424
                                              ------------      ------------
   Total Liabilities and
    Shareholders' Equity                      $  4,060,308      $  3,576,433
                                              ============      ============
                            See Accompanying Notes
                                        3

<PAGE>
                       QPQ CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (unaudited)
<TABLE>
<CAPTION>
                                              Three Months Ended          Nine Months Ended
                                                 September 30,               September 30,
                                         ---------------------------   -------------------------  
                                              1996           1995          1996          1995
                                         ------------   ------------   -----------   -----------
<S>                                      <C>            <C>            <C>           <C>   
REVENUES:
   Restaurant                            $    363,109   $    345,395   $ 1,011,247   $   878,275
   Medical Centers                            292,060           -          599,650          -
                                         ------------   ------------   -----------   -----------
         Total Revenue                   $    655,169   $    345,395   $ 1,610,897   $   878,275
                                         ------------   ------------   -----------   -----------
RESTAURANT OPERATING:
   Food and packaging                         128,954        139,259       366,760       343,517
   Payroll and related costs                  103,519        103,494       271,901       282,785
   Occupancy and other operating
         expenses                             128,111        140,443       371,538       376,003
   Depreciation and amortization               48,641         89,086       150,701       197,171
                                         ------------   ------------   -----------   -----------
         Total restaurant operating
         expenses                             409,225        472,282     1,160,900     1,199,476
                                         ------------   ------------   -----------   -----------
MEDICAL CENTERS:
   Payroll and related                        266,518          -           490,352          -
   Occupancy and other                        209,809          -           360,373          -
   Advertising                                123,389          -           280,546          -
   Depreciation and amortization               25,802          -            53,318          -
                                         ------------   ------------   -----------   -----------
         Total Medical Centers                625,518          -         1,184,589          -
                                         ------------   ------------   -----------   -----------
GENERAL & ADMINISTRATIVE
   EXPENSES                                   484,965        221,369     1,281,840       899,197

PROVISION FOR LOSS ON SALE
   OF ASSETS                                   70,000           -           70,000         -
                                         ------------   ------------   -----------   -----------

OPERATING LOSS                            (   934,539)   (   348,256)   (2,086,432)   (1,220,398)
                                         ------------   ------------   -----------   -----------
OTHER INCOME (EXPENSES):
   Interest and other income                    1,957         22,405        15,926       204,374
   Gain (loss) on sale of investment                           -                      (  333,023)
   Interest expense                       (    10,262)   (    11,488)   (   28,798)   (  213,515)
   Gain (Loss) from foreign
         currency translation             (    37,807)        28,523    (   56,511)   (      363)
                                         ------------   ------------   -----------   -----------
         Total other income (expense),
         net                              (    46,112)        39,440    (   69,383)   (  342,527)
                                         ------------   ------------   -----------   -----------

NET LOSS                                 $(   980,651)  $(   308,816)  $(2,155,815)  $(1,562,925)
                                         ============   ============   ===========   ===========
NET LOSS PER COMMON
   SHARE                                 $(       .13)  $(       .05)  $(      .33)  $(      .32)
                                         ============   ============   ===========   ===========
WEIGHTED AVERAGE
   COMMON SHARES
   OUTSTANDING                              7,271,293      6,025,000     6,615,234     4,941,484
                                         ============   ============   ===========   ===========
</TABLE>

                             See Accompanying Notes

                                        4


<PAGE>



                        QPQ CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  for the nine months ended September 30, 1996
                                   (unaudited)

<TABLE>
<CAPTION>




                                       Common Stock                           Additional
                               -------------------------        Paid In       Accumulated
                                   Shares        Amount         Capital         Deficit           Total
                               ------------  -----------     ------------    ------------     ------------
<S>                               <C>        <C>             <C>             <C>              <C>         
Balances, December 31, 1995       6,025,000  $    60,250     $  7,063,044    $( 4,223,870)    $  2,899,424


Issuance of shares in
  private offering                1,195,000       11,950        1,183,050                        1,195,000


Issuance of shares in
  Regulation S offering, net
   of expenses of offering          337,012        3,370          799,562                          802,932

Payment for termination
  of option                                                                                    (    10,000)


Net loss for the period                                       (    10,000)    ( 2,155,815)     ( 2,155,815)
                               ------------  -----------     ------------    ------------     ------------


Balances, September 30, 1996      7,557,012  $    75,570     $  9,035,656    $( 6,379,685)    $  2,731,541
                               ============  ===========     ============    ============     ============

</TABLE>



























                             See Accompanying Notes
                                        5



<PAGE>



                       QPQ CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (unaudited)




                                                         Nine Months Ended
                                                            September 30,
                                                    --------------------------- 
                                                        1996           1995
                                                    ------------   ------------


CASH FLOWS FROM OPERATING
    ACTIVITIES:

    Net Loss                                        $( 2,155,815)  $( 1,562,925)
    Adjustment to reconcile net loss
      to net cash used in operating activities:
        Depreciation and amortization                    334,690        297,314
        Provision for loss on sale of assets              70,000
        Loss on the sale of investments                     -           333,023
    Changes in operating assets and liabilities:
      Receivables                                    (   106,315)       117,906
      Inventory                                      (     5,273)   (     4,532)
      Accrued interest receivable                           -            57,690
      Prepaid expenses                               (   263,919)        65,755
      Other assets                                        27,240    (     8,875)
      Accounts payable and
        accrued expenses                                 437,299    (    90,090)
                                                    ------------   ------------
    Net cash used in operating activities            ( 1,662,093)   (   794,734)
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Increase in restricted cash                             -       (   225,853)
    Proceeds from sales of investments                      -         5,727,078
    Payments for furniture, equipment and leasehold
      improvements                                   (   940,505)   (   227,191)
                                                    ------------   ------------

    Net cash provided by (used in)
      investing activities                           (   940,505)     5,274,034
                                                    ------------   ------------






                             See Accompanying Notes

                                        6

<PAGE>



                        QPQ CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                                   (unaudited)




                                                          Nine Months Ended
                                                            September 30,
                                                  ----------------------------- 
                                                       1996              1995
                                                  -------------    ------------



CASH FLOWS FROM FINANCING
    ACTIVITIES:

    Payment for Options and Warrants               (    10,000)     (    10,000)
    Proceeds from sale of common stock               1,997,932          850,000
    Repayment of bank credit facilities                   -         ( 5,196,909)
    Borrowings under bank credit facilities             53,072          838,371
    Due to (from) affiliates, net                        8,235           63,033
                                                  -------------    ------------

    Net cash provided by (used in) financing
      activities                                     2,049,239      ( 3,455,505)
                                                  -------------    ------------


(DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                                   (    553,359)       1,023,795

BEGINNING CASH AND CASH EQUIVALENTS                  1,052,831          416,966
                                                  -------------    ------------

ENDING CASH AND CASH EQUIVALENTS                  $    499,472     $  1,440,761
                                                  =============    ============


SUPPLEMENTAL DISCLOSURE OF
    CASH FLOW INFORMATION:

    Cash paid during the period for:
      Interest                                    $     28,798     $    213,515
                                                  ============     ============








                             See Accompanying Notes

                                        7

<PAGE>




                        QPQ CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    ORGANIZATION:

      QPQ Corporation  (the  "Company")  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").  One of the
Company's then major shareholders,  Capital Brands, Inc. ("CBI"), entered into a
development   agreement  (the  "Development   Agreement")  with  Domino's  Pizza
International,  Inc.  ("Domino's")  and assigned all its rights and  obligations
under the Development Agreement to the Company. Operations commenced on April 1,
1994.

      In addition to having the exclusive  right to develop  Domino's  Stores in
Poland,  the  Company  has been  granted  the  exclusive  right to  establish  a
commissary  or  commissaries  for the purpose of  supplying  food  products  and
supplies to the Domino's stores in Poland.

      In August 1995,  QPQ entered into the business of developing and operating
medical centers  ("Medical  Centers") which offer primary care medical  services
and medically  supervised  weight loss  programs.  In January,  April,  July and
September 1996, QPQ Medical opened its first four medical centers.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      BASIS OF PRESENTATION - The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned Polish subsidiary Pizza
King Polska,  a limited  liability  corporation ("PK Polska") and a wholly owned
subsidiary, QPQ Medical Centers, Inc. ("QPQ Medical"). QPQ Medical was formed in
August,  1995,  and  commenced  operations  in January,  1996.  All  significant
intercompany transactions and balances have been eliminated in consolidation.

      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 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.  The  U.S.  dollar  is  considered  to be the  functional
currency  of PK  Polska.  As of January 1,  1995,  the  National  Bank of Poland
introduced a new  currency  unit which is named a "zloty" (a "new  zloty").  New
zlotys are  equivalent  to 10,000 old zlotys  ("old  zlotys").  Old zlotys  will
remain legal tender until December 31, 1996,  after which date they will only be
exchangeable at certain banks.  All references in this document to zlotys are to
old zlotys. At September 30, 1996, the exchange rate was 28,010 old zlotys.




                                        8

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

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued:

      BASIS OF  PRESENTATION,  CONTINUED - 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,  are translated using historical  exchange rates.  Income and
expense accounts, excluding depreciation and amortization,  are translated at an
annual weighted average exchange rate.

      The  accompanying   consolidated  condensed  financial  statements  as  of
September 30, 1996 and 1995 are unaudited.  The consolidated Balance sheet as of
December 31, 1995, was derived from the December 31, 1995 audited balance sheet.
These statements have been prepared in accordance with the rules and regulations
of the Securities and Exchange  Commission (the "SEC").  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes it has made
sufficient disclosures such that the information presented is not misleading. In
the opinion of  management,  the financial  statements  reflect all  adjustments
(which include only normal recurring  adjustments) necessary to state fairly the
financial  position  and  results  of  operations  as of  and  for  the  periods
indicated.

      These  financial  statements  should  be  read  in  conjunction  with  the
Company's consolidated financial statements and notes thereto for the year ended
December 31, 1995,  included in the Company's Form 10-KSB.  Results for the nine
month period ended  September 30, 1996,  are not  necessarily  indicative of the
results to be achieved for the year ending December 31, 1996.

      GOING CONCERN - The report of the  Company's  independant  accountants  on
their audit of the Company's December 31, 1995 consolidated financial statements
contained uncertainties relating to the Company's ability to continue as a going
concern. The accompanying  consolidated  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

      FINANCIAL  ACCOUNTING STANDARDS NO. 121 (FAS NO. 121) - In March 1995, the
FASB issued FAS No. 121 "Accounting for the Impairment of Long-Lived  Assets and
for Long-Lived Assets to be Disposed of". This statement, which is effective for
the Company's financial  statements for its 1996 fiscal year, requires that long
lived  assets  and  certain  intangibles  to be held and used by the  Company be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying  amount of an asset may not be  recoverable.  If the estimated
undiscounted  cash flows that are  expected  to result from the use of the asset
are less than the carrying  amount of the asset,  an impairment loss is recorded
equal to the excess of the  carrying  amount  over the fair value of the assets.
The Company will review for  impairment of its  long-lived  assets in its fiscal
1996 year using the methodology prescribed by FAS No. 121.

3.    LINE OF CREDIT:

      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 has guaranteed the borrowings which are collateralized by
its amounts on deposit. The line expires January 28, 1997.

                                      9

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

      On March 18,  1996,  PK Polska  obtained  a $150,000  line of credit  from
American  Bank.  Borrowings  under the facility  bear interest at 10% per annum,
payable every three months  commencing April 30, 1996, may be used to finance up
to 50% of the cost of developing Domino's Stores. The credit facility is secured
by a promissory note of PK Polska,  a guarantee of QPQ and title to the fixtures
and  equipment  of the  Domino's  Stores  developed  with  the  credit  facility
borrowings.  No draws were made and the credit  facility  expired on October 30,
1996.

4.    SHAREHOLDERS' EQUITY:

      In September 1993, QPQ consummated an underwritten initial public offering
(the "Public  Offering")  of 1,250,000  shares of its common stock and 1,405,660
redeemable  Common  Stock  Purchase  Warrants  (the  "Warrants"),  each  Warrant
entitling  the holder  thereof to purchase  one share of QPQ's  Common Stock for
$6.60, for aggregate proceeds of approximately  $6,012,000,  net of underwriting
discounts and commissions, expense allowances and other registration costs.

      Pursuant to the terms of the Common Stock  Subscription  Agreements  dated
March 28, 1995,  between the Company and the Company's  Chairman and three other
investors, the Company sold an aggregate 3,400,000 shares of its Common Stock at
a purchase price of $.25 per share in exchange for cash of $850,000.

      During  the nine  months  ended  September  30,  1996,  the  Company  sold
1,195,000  shares  of Common  Stock in a  private  offering  and  received  cash
proceeds of  $1,195,000,  and sold 337,012 shares in a Regulation S offering and
received cash proceeds, net of offering expenses of $802,932.

      The Company's  Stock Option Plan (the "Plan") and  Directors  Stock Option
Plan (the "Directors Plan")  (collectively the "Plans"),  authorize the issuance
of 1,000,000 and 50,000 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 nine months ended
September 30, 1996:


Outstanding at beginning of period                592,500
Granted                                            85,000
Exercised                                             -
Expired or cancelled                            ( 175,000)
                                               ----------
Outstanding at end of period                      502,500
                                               ==========

Exercisable at end of period                      300,000
Price range of options
  outstanding at end of period             $1.50 - $2,875
                                           ==============

Available for grant at end of period              547,500
                                               ==========    


                                       10

<PAGE>


                       QPQ CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

      As a result of the stock  subscription  and  pursuant to the  Underwriters
Warrant  Agreement,  the exercise price of 125,000  warrants to purchase  common
stock issued to the Underwriter were repriced and became  exercisable at a price
of $.25 per share. In June 1995, pursuant to a Warrant Redemption Agreement, the
Company  repurchased 86,750 Underwriters  Warrants for $10,000,  thereby leaving
38,250 remaining  warrants.  Upon original  issuance those Warrants entitled the
holder to purchase  86,750 shares of the  Company's  Common Stock at an exercise
price  of  $9.00  per  share.  The  $10,000  is  reflected  in the  accompanying
Consolidated Balance Sheet as a reduction of additional paid in capital.

      In July 1996,  the Company  paid $25,000 of cash to terminate an option to
purchase  75,000  shares of its Common Stock held by its former Chief  Financial
Officer.

      In June 1996,  the Company  paid $10,000 of cash to terminate an option to
purchase  250,000  shares  of  its  stock  held  by   International   Fast  Food
Corporation.

5.    SUBSEQUENT EVENT:

      On October 1, 1996,  PK Polska sold its Cafe  Renaissance  restaurant  for
$250,000,  consisting of cash of $180,000 and a promissory note in the amount of
$70,000, payable on or before December 31, 1996.

      PK Polska  recognized  an  approximate  $70,000 loss on the sale which has
been included in the  accompanying  consolidated  financial  statements  for the
three and nine month periods  ended  September 30, 1996 as Provision For Loss on
Sale of Assets.






















                                      11


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ----------------------------------------------------------
  
            A.    QPQ CORPORATION
GENERAL

      QPQ Corporation operates through two wholly-owned subsidiaries, Pizza King
Polska, Sp. zo.o. ("PKP") and QPQ Medical Centers, Inc. ("QPQ Medical").

      QPQ commenced its planned  principal  operations  through PKP, in April 1,
1994.  PKP  anticipates  that it will incur losses until,  at the  earliest,  it
establishes a number of Domino's Stores generating sufficient revenues to offset
its operating costs and the costs of its proposed  continuing  expansion.  There
can be no assurance that PKP will be able to successfully establish a sufficient
number  of  Domino's  Stores  to  achieve  profitable  operations.   PKP  cannot
reasonably  estimate the length of time before any  Domino's  Store may generate
sufficient  revenues to offset its operating  costs or the length of time before
PKP may generate income,  if ever. QPQ's  independent  auditors have included an
explanatory  paragraph  in their  report for the year ended  December  31,  1995
stating that QPQ's  financial  statements  have been prepared  assuming QPQ will
continue as a going concern  although QPQ's recurring  losses raise  substantial
doubt about QPQ's ability to do so.

      QPQ Medical was  organized on August 25,  1995.  QPQ Medical  offers:  (1)
medically  supervised  weight loss programs  using a protocol  which  integrates
systems  and  routines  of  nutrition   management,   exercise  and   prescribed
medication;  and (2) certain other  medical  services to address the weight loss
and  non-weight  loss  related  medical  problems of its  patients.  QPQ Medical
commenced  its  planned  principal  operations  in  January  1996.  QPQ  Medical
anticipates  that it will incur losses until at the earliest,  it  establishes a
number of medical centers generating  sufficient revenue to offset its operating
costs and the costs of its proposed  expansion.  There can be no assurance  that
QPQ  Medical  will be able to  successfully  establish  a  sufficient  number of
medical centers to achieve profitable operations.  QPQ Medical cannot reasonably
estimate  the length of time  before it will  generate  sufficient  revenues  to
offset its operating costs, if ever.

      Subject  to market  conditions  and its need for funds,  QPQ may  generate
additional  capital  through the private or public sale of equity in QPQ and may
seek to borrow funds, if available, on commercially reasonable terms.

      During the quarter ended June 30, 1996,  QPQ completed a private  offering
(the  "Private  Offering")  of  1,195,000  shares of Common Stock at an offering
price  of $1 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. Mr. Rubinson, the Chairman of the Board,
Chief Executive Officer, President and a principal shareholder of QPQ, and Nigel
Norton, a principal  shareholder of QPQ, purchased 200,000 and 100,000 shares of
common stock, respectively.

      On July 26, 1996,  the Company's  Chairman of the Board,  Chief  Executive
Officer and  President  agreed to  purchase  1,125,000  shares of the  Company's
Common Stock from  Compscript,  Inc. in exchange for a  non-recourse  promissory
note in the original principal amount of $1,125,000,  payable in full, including
accrued interest on July 26, 1997. The 1,125,000 shares will serve as collateral
for the note subject to release upon payment of the principal amount or portions
thereof.

                                      12

<PAGE>

      During  September  1996,  QPQ completed a Regulation S offering of 337,012
shares of Common Stock and received cash proceeds,  net of offering  expenses of
$802,932.

      During the nine months ended  September 30, 1996,  QPQ incurred a net loss
of $2,155,815  ($.33 per share)  compared to a net loss of $1,562,925  ($.32 per
share) for the nine  months  ended  September  30,  1995.  Set forth  below is a
discussion of the results of operations  and liquidity and capital  resources of
QPQ's restaurant business and medical center business.


RESULTS OF OPERATIONS OF QPQ/PKP

NINE MONTHS ENDED SEPTEMBER 30, 1996 VS. NINE MONTHS ENDED SEPTEMBER 30, 1995

      During the nine months ended  September  30, 1996 and  September 30, 1995,
QPQ generated Restaurant Revenues of $1,610,897 and $878,275, respectively, from
its  three  Domino's  Stores  and  the  Cafe  Renaissance.   Compared  to  their
performance  for the nine months ended  September 30, 1995,  for the nine months
September  30, 1996 the three  Domino's  Stores have  generally  experienced  an
increase in average revenues and transactions.

      During the nine months ended September 30, 1996, QPQ incurred $366,760, of
Food and Packaging Expenses,  $271,901 of Payroll and Related Costs, $371,538 of
Occupancy  and  Other  Operating  Expenses  and  $150,701  of  Depreciation  and
Amortization Expense, respectively.

      Food and Packaging  Expenses for the nine months ended  September 30, 1996
and  September  30,  1995  were  approximately  36.3%  and  39.1% of  Restaurant
Revenues,  respectively. The relative decrease in Food and Packaging Expenses is
primarily  attributable  to  improved  inventory  controls.  Food and  Packaging
Expenses as a  percentage  of  Restaurant  Revenues  for the nine  months  ended
September 30, 1995 were adversely  affected by special  promotions and giveaways
conducted in connection with the Cafe Renaissance grand opening in January 1995.

      Payroll and Related Costs as a percentage  of Restaurant  Revenues for the
nine months ended  September 30, 1996 and September 30, 1995 were  approximately
26.9% and 32%, respectively.  The relative decrease in Payroll and Related Costs
as a percentage of Sales is  attributable to an increase in the average level of
same  restaurant  revenues,  improved labor force  scheduling and changes in the
menu and service at the Cafe Renaissance.

      Occupancy  and Other  Operating  Expenses as a  percentage  of  Restaurant
Revenues for the nine months ended  September  30, 1996 and  September  30, 1995
were approximately 36.7% and 42.8%, respectively.  The decrease in Occupancy and
Other  Operating  Expenses as a percentage of  Restaurant  Revenues is primarily
attributable to an increase in the average level of same restaurant revenues and
the implementation of better cost controls.

      Restaurant  Depreciation  and  Amortization  as a percentage of Restaurant
Revenues for the nine months ended  September  30, 1996 and  September  30, 1995
were 14.9% and 22.4%, respectively.  The decrease in Restaurant Depreciation and
Amortization Expense as a percentage of Restaurant Revenues is a function of the
increase in QPQ's Restaurant Revenues.



                                       13


<PAGE>



      General and  Administrative  Expenses for the nine months ended  September
30, 1996 and September 30, 1995, totalled $1,223,840 and $899,197, respectively.
For the nine  months  ended  September  30,  1996,  General  and  Administrative
Expenses were  comprised of executive and office staff  salaries and benefits of
$393,266;  legal and professional fees, office rent, travel, telephone and other
corporate  expenses of $699,903,  and depreciation and amortization of $130,671.
For the nine  months  ended  September  30,  1995,  General  and  Administrative
Expenses  were  comprised  of executive  and office staff  salaries of $307,662,
legal and professional  fees, office rent,  travel,  telephone and other general
corporate expenses of $491,392, and depreciation and amortization of $100,143.

      QPQ's  General  and  Administrative  Expenses  for the nine  months  ended
September  30, 1996 are higher  than such  expenses  for the nine  months  ended
September  30,  1995,   as  a  result  of,  among  other  things,   general  and
administrative   expenses   associated   with  QPQ  Medical's   recent  business
commencement and expansion.  The increase in General and Administrative Expenses
was partly  offset by a reduction  in QPQ's  allocation  of certain  expenses it
shared with International Fast Food Corporation in 1995.

      Interest and Other Income for the nine months ended September 30, 1996 and
September  30, 1995,  were $15,926 and $204,374,  respectively.  The decrease in
Interest and Other Income is  attributable  to a reduction in the funds held for
investment by QPQ.

      During the nine months ended  September  30, 1996 and  September 30, 1995,
Interest  Expense  was  $28,798  and  $213,515,  respectively.  The  decrease in
Interest Expense is due to a decrease in QPQ's borrowings.

LIQUIDITY AND CAPITAL RESOURCES

      A.    QPQ CORPORATION/PIZZA KING POLSKA

      Pursuant to the Domino's  Development  Agreement,  as amended November 13,
1995,  QPQ is granted the  exclusive  right until  December 31, 2003 to develop,
operate and franchise Domino's Stores in Poland.  During the Initial Term of the
Domino's  Development  Agreement,  which  expires on December 31,  2003,  QPQ is
required to open and operate,  either  through  affiliates  of QPQ  ("Affiliated
Franchisees")  or unrelated  third parties  ("Non-Affiliated  Franchisees"),  at
least 50 Domino's Stores in accordance with a schedule that obligates QPQ or its
Non-Affiliated  Franchisees to open three  Domino's  Stores in 1994, no Domino's
Stores in 1995,  eight Domino's  Stores in 1996 and five, nine or seven Domino's
Stores for each of the following seven years.  Domino's Stores  developed and/or
operated by  Non-Affiliated  Franchisees are counted towards QPQ's obligation to
open a minimum number of Domino's Stores.

      In compliance with the Domino's  Development  Agreement,  QPQ opened three
Domino's Stores in 1994. QPQ is required and,  subject to the factors  discussed
below, may open or cause to be opened at least eight additional  Domino's Stores
prior to December 31, 1996.  QPQ has secured its fourth site and has located but
not yet secured its fifth Domino's Store site.  Subject to the  modification  of
the Domino's  Agreement,  if QPQ in fact fails to meet the development  schedule
described  above,  QPQ will lose its rights to develop and franchise  additional
Domino's  Stores  but  will  be  entitled  to act  as a  master  franchisor  and
franchisee with respect to the franchise  agreements granted prior thereto.  QPQ
does not intend to open additional cafe-style restaurants at this time.

                                       14

<PAGE>

      As of September  30,  1996,  QPQ had working  capital of  $130,791.  QPQ's
material commitments for capital expenditures relate to the Domino's Stores that
QPQ must open to comply with the  Domino's  Development  Agreement.  Although to
date QPQ has  concentrated  its efforts on the development of Domino's Stores in
Warsaw,  Poland,  subject to the  re-evaluation  described below, QPQ intends to
focus its future  Domino's  Store  development  efforts on other Polish  cities.
QPQ's  decision  to  expand  its  development  efforts  is based on a number  of
factors,  including,  but not limited to, QPQ's  ability to conserve its capital
resources by developing  additional  Domino's  Stores  outside of Warsaw through
Non-Affiliated Franchisees.

      QPQ  estimates  the cost of opening a Domino's  Store to be  approximately
$125,000 to $500,000, including leasehold improvements,  furniture, fixtures and
equipment,  and opening  inventories,  but  excluding up front  payments,  lease
payments and  franchise  fees.  Such  estimates  vary  depending on the size and
condition of a Domino's Store,  the amount of customer  seating provided and the
extent of leasehold  improvements  required. QPQ estimates that once a space has
been leased and made available,  approximately  90 days is required to renovate,
equip and furnish the store,  obtain necessary licenses and approvals and open a
Domino's Store.

      QPQ  intends  to,  to the  extent  possible,  finance  the  operation  and
expansion of its restaurant system and medical center system with the unutilized
proceeds of its Private  Offering and Public  Offering  (defined  below)  credit
facilities and cash from operations.

      Any implementation of QPQ's business plan with respect to the operation of
its three Domino's Stores and the Cafe Renaissance  (the "QPQ Operations  Plan")
beyond  December  1996,  may  require  resources  greater  than those  currently
available to QPQ.  Except as discussed  below,  QPQ has no current  arrangements
with respect to, or sources of, additional financing, and it is not contemplated
that QPQ's  principal  shareholders,  will  provide any portion of QPQ's  future
financing requirements.  Implementation of the QPQ Operations Plan is contingent
upon,  among other things,  QPQ's ability to utilize  significantly  less of its
capital  resources  financing  its  restaurants'   operations  and  General  and
Administrative  Expenses than it has to date. There can be no assurance that QPQ
will generate any cash flow from  operations in the future,  or that  additional
financing  will be  available  on  acceptable  terms,  or at all,  to fund QPQ's
operations.

      Any implementation of QPQ's business plan with respect to the expansion of
its  Domino's  Store system by  franchising  Domino's  Stores to  Non-Affiliated
Franchisees  (the "QPQ  Development  Plan")  beyond  December  1996 may  require
resources  greater than those allocated for such purpose or otherwise  currently
available  to  QPQ.  Successful  implementation  of  QPQ's  Development  Plan is
contingent upon QPQ identifying and engaging Non-Affiliated Franchisees with the
financial and other resources  capable of developing and opening Domino's Stores
in accordance with the development  schedule or QPQ securing  additional debt or
equity financing to permit QPQ to develop the Domino's Stores in accordance with
the development schedule.  Successful implementation of the QPQ Development Plan
is also  contingent  upon  QPQ's  ability  to  economically  supervise,  provide
technical  support  and  distribute  food  products  from  QPQ's  Commissary  to
Non-Affiliated  Franchisees.  QPQ has no  experience in  identifying,  engaging,
supervising or providing  technical  assistance to  Non-Affiliated  Franchisees.
Further,  QPQ has not yet identified nor engaged any Non-Affiliated  Franchisees
which may develop and operate  future  Domino's  Stores.  In  addition,  QPQ has
secured one additional Domino's Store site.

                                       15

<PAGE>

      QPQ's  Operations  Plans and  Development  Plans beyond  December 1996 are
contingent  upon  its  operating  and  development  experiences  prior  thereto.
Accordingly,  QPQ cannot accurately predict its Operations Plans and Development
Plans beyond December 1996.

      QPQ  continues  to  review  the  performance  and  prospects  of its pizza
operations  and is  evaluating  its current  business plan to determine the best
possible means of effecting a profitable  operation.  The alternatives now under
consideration  include,  among others,  focusing future  development  efforts on
Domino's  traditional  takeout and delivery  service;  selling certain or all of
QPQ's existing  Domino's Stores to unrelated third parties and/or  affiliates of
QPQ; closing certain of QPQ's Stores; or entering into management  agreements or
joint venture agreements with unrelated third parties or affiliates with respect
to the operation of certain or all of QPQ'S Stores.

      Subject  to market  conditions  and its need for funds,  QPQ may  generate
additional capital through the public or private sale of equity in QPQ.

      The  deployment  of  QPQ's  financial,  personnel,  capital  and/or  other
resources in other businesses or investment opportunities, including QPQ Medical
Centers,  may result in a diminution  in resources  available to execute the QPQ
Operations Plan and/or the QPQ Development  Plan. See "-B. QPQ Medical  Centers,
Inc."  for more  information  regarding  QPQ  Medical's  liquidity  and  capital
resources.

      Subject to, among other  things,  QPQ's future  operating  results,  QPQ's
capital  resources,  QPQ's ability to locate a ready,  willing and able buyer (a
"Qualified  Buyer") for certain or all of the Stores,  QPQ's ability to locate a
joint venture  partner or  Non-Affiliated  Franchisee  (a "Qualified  Partner"),
willing and able to develop and operate its  existing or  additional  Stores and
the Board of Directors  believes that it may be in the best  interests of QPQ to
close certain of its Stores. The Board of Directors' belief is based upon, among
other things,  certain of the Stores operating  results to date, QPQ's projected
operating results with all of the Stores open, QPQ's projected operating results
with certain of the Stores closed, QPQ's cash position,  QPQ's ability to secure
additional  sources of capital,  QPQ's perceived risk adjusted rate of return on
additional  cash  investments in the Domino's Stores versus QPQ's perceived risk
adjusted rate of return in alternative  investments,  QPQ's inability to date to
locate  a  Qualified   Buyer  for  the  Store(s)  and/or  QPQ's  Domino's  Store
development  rights on  acceptable  terms,  QPQ's  inability to date to locate a
Qualified Partner to develop and operate  additional  Domino's Stores, and QPQ's
relationship with Domino's.

      To date,  QPQ's  business has been  principally  financed by proceeds from
QPQ's public  offering of QPQ Common Stock and  Warrants,  proceeds  from a bank
credit facility with Northern Trust Bank of Florida ("Northern Trust Bank"), the
proceeds  from a bank  credit  facility  with  American  Bank  in  Poland,  S.A.
("American Bank") and proceeds from two private offerings of QPQ Common Stock.

      In September 1993, QPQ consummated an underwritten initial public offering
(the "Public  Offering")  of 1,250,000  shares of its common stock and 1,405,660
redeemable  Common  Stock  Purchase  Warrants  (the  "Warrants"),  each  Warrant
entitling  the holder  thereof to purchase  one share of QPQ's  Common Stock for
$6.60, for aggregate proceeds of approximately  $6,012,000,  net of underwriting
discounts and commissions, expense allowances and other registration costs.


                                       16


<PAGE>



      The  unutilized  proceeds of the Public  Offering were invested  through a
discretionary  management  account  at  Northern  Trust  Bank of  Florida,  N.A.
("Northern  Trust").  As of September  30, 1996 and November 7, 1996, $0 and $0,
respectively,  of the  remaining  funds were  invested in United  States  dollar
denominated money market funds.

      As of  March  30,  1995,  QPQ  sold  (the  "Private  Offering")  3,400,000
restricted  shares of QPQ Common Stock for aggregate  proceeds of $850,000.  The
proceeds  of the  Private  Offering  have been  utilized  by QPQ to  finance  it
operations and expansion.

      In January  1994,  QPQ's wholly owned  subsidiary,  PK Polska,  obtained a
$28,000 line of credit from American Bank, with interest  payable on outstanding
principal  amounts at a rate  equivalent to the American  Bank's  overdraft rate
minus 4%, payable  monthly on the first day of the month. In September 1994, QPQ
guaranteed PK Polska's  payment of any and all amounts,  not exceeding  $28,000,
owed to American Bank pursuant to the credit facility.  As of September 30, 1996
and November 7, 1996, $53,072 and $1,233,  respectively,  of the credit facility
were outstanding.

      In  January  1995,  PK Polska  obtained  a  $300,000  line of credit  from
American Bank with interest payable on outstanding principal amount at a rate of
7.75%.  PK  Polska  is  also  obligated  to pay  American  Bank  a 1% per  annum
commission  on the daily  average  unutilized  principal  balance  of the credit
facility.  Interest and commission expenses are payable once every three months.
The credit  facility are secured by PK Polska  deposits with American Bank and a
guarantee  of QPQ.  Borrowings  are required to be repaid in full on January 28,
1997.  As of  September  30, 1996 and November 7, 1996,  $300,000 and  $300,000,
respectively, of the credit facility were outstanding.

      On March 18,  1996,  PK Polska  obtained  a $150,000  line of credit  from
American  Bank.  PK  Polska  is  required  to  make  interest  payments  on  the
outstanding  principal amount of the credit facility at a rate of 10% per annum.
PK Polska is also  obligated to pay American  Bank a 2% per annum  commission on
the daily average unutilized principal balance of the credit facility.  Interest
and commission expenses are payable once every three months commencing April 30,
1996. No draws were made and the credit facility expired on October 30, 1996.

      During the nine months ended  September 30, 1996,  QPQ completed a private
offering  (the  "Private  Offering")  of 1,195,000  shares of Common Stock at an
offering price of $1 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. Mr. Rubinson, the Chairman of the Board,
Chief Executive Officer, President and a principal shareholder of QPQ, and Nigel
Norton, a principal  shareholder of QPQ, purchased 200,000 and 100,000 shares of
common stock, respectively.

      During  September  1996,  QPQ  completed a Regulation S offering of Common
Stock and received cash proceeds, net of offering expenses of $802,932.




                                       17


<PAGE>



      B.    QPQ MEDICAL CENTERS, INC.

GENERAL

      In August 1995,  QPQ entered into the business of developing and operating
medical centers  ("Medical  Centers") which offer primary care medical  services
and medically  supervised  weight loss  programs.  In January,  April,  July and
September 1996, QPQ Medical opened its first four Medical  Centers.  QPQ Medical
has incurred losses and anticipates  that it will continue to incur losses until
it establishes a number of Medical Centers  generating  sufficient  resources to
offset its operating costs and the costs of its proposed  continuing  expansion.
In light of the  uncertainties  in  connection  with the  commencement  of a new
business,  QPQ cannot reasonably  estimate the length of time before QPQ Medical
may achieve profitable operations, if ever.

RESULTS OF OPERATIONS OF QPQ MEDICAL

NINE MONTHS ENDED SEPTEMBER 30, 1996

      QPQ  Medical  commenced  operations  in  January  1996.   Accordingly,   a
comparison  of QPQ  Medical's  results of  operations  in the nine months  ended
September 30, 1996 with any other time period are not meaningful.

      During the nine months ended  September  30, 1996,  QPQ Medical  generated
Medical Center  Revenues of $599,650 from its two Medical  Centers.  During such
period, the average monthly level of Medical Center Revenues steadily increased.

      During the nine months  ended  September  30, 1996,  QPQ Medical  incurred
$490,352,  $360,373,  $280,544  and  $53,318 of  Payroll  and  Related  Expense,
Occupancy and Other Expense,  Advertising  and  Depreciation  and  Amortization,
respectively.  QPQ Medical believes that the foregoing  expenses as a percentage
of Medical Center Revenues  should decline as Medical Center  Revenues  increase
and Medical Centers  currently  under lease and renovation  develop into revenue
production centers.

      See "A. QPQ  Corporation-Results  of  Operations"  for a discussion of QPQ
Medical's general corporate and overhead expenses.

LIQUIDITY AND CAPITAL RESOURCES

      Subject to QPQ's other  business  commitments,  QPQ Medical is required to
use its best efforts to develop the Medical Center business concept, the License
Agreement  does not  require QPQ  Medical to develop  and open  Medical  Centers
pursuant to an established  schedule.  QPQ Medical's  material  commitments  for
capital  expenditures  relate to the weight loss centers it is in the process of
developing and operating. In addition,  under the License Agreement, QPQ Medical
is required to expend a minimum of $100,000 in start-up funding and a percentage
of its annual gross  receipts  for  promotion  and  marketing  the Program.  QPQ
Medical  has  expanded  the  required  amounts in  accordance  with the  License
Agreement.

      QPQ  Medical  estimates  the  cost  of  opening  a  Medical  Center  to be
approximately $50,000 to $300,000, including leasehold improvements,  furniture,
fixtures and  equipment,  but excluding  lease  payments and license fees.  Such

                                      18

<PAGE>


estimates  vary  depending  on the size and  style of a Medical  Center  and the
extent of leasehold  improvements  required.  QPQ Medical  estimates that once a
space has been leased and made available,  approximately  90 days is required to
renovate,  equip and furnish the Medical Center,  obtain necessary  licenses and
approvals and open a Medical Center.

      QPQ intends to finance the  development  and operations of Medical Centers
with the unutilized  proceeds of QPQ's Private  Offering and Public Offering and
cash,  if  any,  from  Medical  Center  operations.  Any  implementation  of QPQ
Medical's  business  plan with respect to the  operation of its Medical  Centers
(the "QPQ Medical  Operations Plan") beyond September 1996 may require resources
greater than those  currently  available  to QPQ  Medical.  Although QPQ Medical
desires  to  develop  additional  Medical  Centers,  any  implementation  of QPQ
Medical's  business  plan with respect to the  expansion  of its Medical  Center
System (the "QPQ Medical  Development  Plan") beyond  September 1996 may require
resources greater than those currently available to QPQ Medical. QPQ Medical has
no current  arrangements  with  respect  to, or  sources  of,  financing.  QPQ's
Medical's  Operation Plans and QPQ Medical's  Development Plans beyond September
1996 are  contingent  upon  its  operating  and  development  experiences  prior
thereto.  Accordingly,  QPQ Medical cannot accurately predict its operations and
development plans beyond September 1996.

IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS

      Domino's Store operations are conducted in Poland.  The Polish economy has
historically  been  characterized  by high rates of inflation and devaluation of
the Polish  zloty  against the United  States  dollar and  European  currencies.
However,  in the year  ended  December  31,  1995,  the rates of  inflation  and
devaluation improved.  For the years ended December 31, 1993, 1994 and 1995, the
annual inflation rate in Poland was 35%, 32% and 21.6%, respectively,  and as of
December 31, 1993, 1994 and 1995 the exchange rate was 21,344, 24,372 and 24,680
zlotys per dollar,  respectively.  Franchise fees for each Domino's Store opened
are paid in United States  currency.  Additionally,  QPQ is dependent on foreign
sources of supply  (equipment,  paper goods and  certain  food  products)  which
require  payment in European or United States  currencies.  Since QPQ's revenues
from  operations  are  in  zlotys,  QPQ  is  subject  to the  risk  of  currency
fluctuations.  QPQ  has  and  intends  to  maintain  substantially  all  of  its
unutilized funds in dollar denominated accounts and/or securities.  There can be
no  assurance  that  QPQ will  successfully  manage  its  exposure  to  currency
fluctuations or that such  fluctuations  will not have a material adverse effect
on QPQ.

      Thus far, QPQ's revenues have been used to fund restaurant  operations and
QPQ's expansion.  As a result, such revenues have been relatively insulated from
inflationary  conditions in Poland.  There can be no assurance that inflationary
conditions in Poland will not have an adverse effect on QPQ.

      The  accounts of PK Polska are  measured  using the Polish  zloty.  Due to
Poland's  highly   inflationary   environment,   generally  accepted  accounting
principles require QPQ to calculate and recognize on its statement of operations
its currency translation gains or losses associated with PK Polska. For the nine
months  ended  September  30, 1996 and  September  30,  1995,  QPQ had a foreign
currency translation (loss) of ($56,511) and ($363), respectively.

      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

                                       19

<PAGE>


well as all other  economic  and  political  factors  that  affect  the value of
currencies  generally.  As of  January  1,  1995,  the  National  Bank of Poland
introduced a new  currency  unit which is named a "zloty" (a "new  zloty").  New
zlotys are  equivalent  to 10,000 old zlotys  ("old  zlotys").  Old zlotys  will
remain legal tender until December 31, 1996,  after which date they will only be
exchangeable at certain banks.  All references in this document to zlotys are to
old zlotys.  At September  30, 1996,  the  exchange  rate was 28,010  zlotys per
dollar.
























                                       20


<PAGE>



PART II.  OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

      (a) On September 27, 1996, the Company filed a Form 8-K in connection with
the sale of 337,012  shares of its  Common  Stock  pursuant  to a  Regulation  S
offering.











































                                       21


<PAGE>



                                  SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       QPQ CORPORATION






DATE: November 12, 1996                By:  /s/ Mitchell Rubinson
                                          -------------------------------------
                                       Mitchell Rubinson, Chairman of the Board,
                                       Chief Executive Officer and President
                                       (Principal Executive Officer)