STRATFORD ACQUISITION CORP
8-K, 1997-11-10
CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 OR 15(d)
                     of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 3, 1997

                        STRATFORD ACQUISITION CORPORATION
             (Exact name of registrant as specified in its charter)

      Minnesota                   0-26112                   41-1759882
(State of Jurisdiction)         (Commission               (IRS Employer
                                File Number)           Identification No.)
1775 Broadway, Suite 1410
New York. New York                                         10019
(Address of Principal Executive offices)                 (Zip Code)

Registrant's telephone number, including area code 905-566-0716

             5420 North Service Road, Burlington, Ontario, L7C 6C7
                           (Former address of company)

<PAGE>

Item 1. Changes in Control of Registrant. None.

Item 2. Acquisition or Disposition of Assets. None.

Item 3. Bankruptcy or Receivership. None.

Item 4. Changes in Registrant's Certifying Accountant. None.

Item 5. Other Events. None.

Item 6. Resignation of Registrant's Directors. None.

Item 7. Financial Statements and Exhibits. None.

Item 8. Change in Fiscal Year. None.

Item 9. Sales of Equity Securities Pursuant to Regulation S.

     On  november  3,  1997,  the  Registrant  completed  the  sale  of  138,250
restricted  shares of its $.001 par value  common  stock at the  current  market
price of $.40  per  share  pursuant  to an  exemption  from  registration  under
Regulation S. Seven natural  residents of Canada purchased the 138,250 shares of
common stock.  The sale of stock was placed  directly by the  Registrant  and no
commissions  were paid to any  third-party.  The Registrant  received $55,300 in
cash for the sale of stock.

     In addition  the  registrant  sold a total of 62,500  shares of  restricted
common stock to a director and to two persons  affiliated  with this director at
$.40 per share pursuant to an exemption under section 4(2) of the Securities and
Exchange Act of 1934, as amended.  The sale of stock was placed  directly by the
Registrant  and no  commissions  were paid to any  third-party.  The  Registrant
received $25,000 in cash for the sale of stock.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: Novembe 10, 1997

                                        Stratford Acquisition Corporation
                                        ----------------------------------------
                                        (Registrant)


                                        By:  /s/  Daniel W. Dowe
                                             -----------------------------------
                                             Daniel W. Dowe, Secretary



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