STRATFORD ACQUISITION CORP
8-K, 1998-10-02
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): September 17, 1998

                        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.)


  67 Wall Street, New York, New York                       10005
(Address of Principal Executive offices)                 (Zip Code)

Registrant's telephone number, including area code: 212-825-9292



<PAGE>


Item 1. Changes in Control of Registrant. None.

Item 2.  Acquisition  or Disposition of Assets.  The  registrant's  wholly-owned
subsidiary,  Novacrete  Technology  (Canada) Inc., located at 2525 Tedlo Street,
Mississauga,  Ontario L5A 4A8,  purchased all the issued and outstanding  common
stock of ARM PRO, Inc., located at P.O. Box 11, Teeswater,  Ontario N0G 2S0. The
purchase price was $891,000 (CDN).

Since 1986, ARM PRO has  manufactured  and marketed the  trademarked  FIBERFORCE
line of polypropylene fibres. Polypropylene fibres are blended into cementitious
products to provide secondary  reinforcement  and reduce plastic  cracking.  The
Registrant  will be  conducting a full audit of ARM PRO's  financial  statements
which will be filed with the Commission by November 30, 1998.

The funds used to purchase ARM PRO Inc. were derived from the Registrant's  sale
of a 9% $800,000  (USD)  debenture  that matures on September 4, 2000, and which
included a warrant to purchase 1,500,000 shares of the Registrant's common stock
at the exercise price of $.45 per share for a period  commencing on the issuance
thereof and terminating on September 4, 2000.

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.
                  None.

                                   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.

                                             STRATFORD ACQUISITION CORPORATION
                                             (Registrant)


Dated: October 2, 1998                       /s/ Daniel W. Dowe                
                                             ------------------------------
                                             Daniel W. Dowe, President
                                             67 Wall Street, Suite 2411
                                             New York, New York 10005
                                             (212) 825-9292




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