FORM 10-K/A

                                  UNITED STATE
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 1997.

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________.

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

       Minnesota                     0-26112                    41-1759882
(State of Jurisdiction)      (Commission File Number)      (IRS Employer ID 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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                                                    Name of each exchange on
    Title of each class                                 which registered
    -------------------                             ------------------------
Common Stock $.001 par value                  NASD OTC Electronic Bulletin Board

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section  13 or 15(d) of the  Securities  Act of 1934  during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to filing  requirements for the
past 90 days. Yes _X_ No ___

Indicate by check mark if the disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  In Part  III of this  Form  10-K or any
amendments to this Form 10-K. [ ].

Based on the closing sales price of $.32 an June 6, 1997,  the aggregate  market
value  of  the  voting  stock  held  by  nonaffiliates  of  the  registrant  was
$2,989,433.  The number of shares outstanding of the registrant's  common stock,
$.001 par value was 10,113,381 an May 31, 1997.

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K/A                                    Incorporated Document


<PAGE>



Part IV
Item 14(C) - Reports on Form 8-K                        Forms 8-K filed on
                                                        October 14, 1996 and
                                                        October 29, 1996



<PAGE>


                        STRATFORD ACQUISITION CORPORATION

                                Table of Contents

                                                                        Page No.
                                                                        --------
Part I

Item 1.       Business                                                      1
              a. Risk Factors                                               3
Item 2.       Properties                                                    9
Item 3.       Legal Proceedings                                            10
Item 4.       Submission of Matters to a Vote of Security                  11
              Holders
Part II

Item 5.       Market for Registrant's Common Equity and                    11
              Related Stockholder Matters
Item 6.       Selected Financial Data                                      12
Item 7.       Management's Discussion and Analysis of                      12
              Financial Condition and Results of Operations
Item 8.       Financial Statements and Supplementary Data                  14
Item 9.       Changes in and Disagreements with Accountants                15
              on Accounting and Financial Disclosure
Part III

Item 10.      Directors and Executive Officers of the                      15
              Registrant
Item 11.      Executive Compensation                                       16
Item 12.      Security Ownership of Certain Beneficial                     18
              Owners and Management
              a.  Section 16(a) Beneficial Ownership                       19
                  Reporting Compliance
Item 13.      Certain Relationships and Related Transactions               19

Part IV

Item 14.      Exhibits, Financial Statement Schedules, and
              Reports on Form 8-K                                          20


                                       iii


<PAGE>


                                     PART I

Item 1. Business

     Historical Background

Stratford  Acquisition  Corporation  ("the Company") was incorporated  under the
laws of the State of  Minnesota  on February  17,  1966.  From its  inception to
August 15, 1995, the Company had limited  operations  and was primarily  dormant
prior to its acquisition of Supercrete N.A.,  Limited,  a corporation  organized
under  the  laws  of  the  Turks  and  Caicos   Islands,   British  West  Indies
("Supercrete").  On August 15, the  Company  executed a  definitive  acquisition
agreement with Supercrete and acquired all of the issued and outstanding  shares
of Supercrete in exchange for  22,800,000  share of the Company's  common stock.
Supercrete owned an exclusive license ("Supercrete  License") to manufacture and
distribute Supercrete products ("Supercrete Products").  Supercrete acquired the
Supercrete License from AMR Investments,  Ltd. ("AMR"), a corporation  organized
under  the laws of the  Turks and  Caicos  Islands,  British  West  Indies.  AMR
acquired the  Supercrete  License  pursuant to an agreement  dated July 24, 1994
amongst AMR, the late Dr. O.A. Battista ("Battista Estate") who was the original
inventor of the  technology and processes for making  Supercrete  Products and a
company he controlled,  Resources Services Corporation ("RSC"), which is a Texas
corporation.  In accordance with the agreement  between AMR, the Battista Estate
and RSC,  both the  Battista  Estate and RSC notified  AMR,  and all  subsequent
assignees of the Supercrete License,  including the Company,  that the agreement
had been breached for failure to pay  royalties on sales of Supercrete  Products
and consulting fees to the Battista Estate and RSC. On May 13, 1997, RSC and the
Battista  Estate  presented  a final  written  notice  to the  Company  that the
Supercrete  License and all rights thereto,  had been terminated.  In June 1997,
the Company after  negotiations with  representatives of the Battista Estate and
RSC,  entered into a new  licensing  agreement  with the  Battista  Estate ("the
Stratford  Agreement").  The Stratford  Agreement  provides that in exchange for
granting the Battista Estate the right to retain the original  500,000 shares of
the Company's  common stock they received upon entering the licensing  agreement
with AMR and the right to receive a future  royalty fee of 2% of the gross sales
of all Supercrete  Products,  which royalty fee shall not exceed  $500,000 (USD)
over the life of the Stratford Agreement,  the Company was granted the exclusive
and  definitive  right and title to the  Supercrete  License.  In the event of a
default on any  royalty  fee  payment the  Battista  Estate  shall,  at its sole
option,  receive a promissory  note or common stock for the unpaid full value of
the unpaid royalty fee.

On November  29, 1996,  the  Company's  entire  board of directors  and officers
resigned,  except for Mr. A. Roy  MacMillan,  who at the time was a director and
vice president of the Company. As a result of these resignations,  Mr. MacMillan
became Chairman of the Board of the Company and Messrs.  Douglas Friedenberg and
Richard  Brodzik were  appointed to fill the vacancies on the board of directors
caused by the  resignations of Mr. Arthur Smith and Ms. Lee Monaco as directors.
In December, 1996, Mr. Richard Brodzik agreed to resign from the Company so that
G. Colin Rayner,  Esq., a Canadian  lawyer,  could serve as a director.  The new
board of directors then elected Mr. MacMillan as President,  Mr.  Friedenberg as
Treasurer and Mr. Rayner as Secretary. On March


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11, 1997, a majority of the board of directors elected Mr. Daniel W. Dowe as its
fourth director.

In addition to the foregoing,  on December 20, 1996,  Supercrete  granted to the
Company  an  unconditional  right and title to the  Supercrete  License  and was
subsequently  deregistered  from the  Registrar of  Companies  for the Turks and
Caicos Islands,  and is no longer a wholly-owned  subsidiary of the Company. The
deregistration of Supercrete was intended to eliminate any unnecessary costs and
fees being incurred by Supercrete,  which had no operations  when  deregistered.
The Company  believes the  Stratford  Agreement  will  substantially  reduce the
potential  for any  legal  challenges  against  the  Company  over the  rightful
ownership of the Supercrete  License,  which may have been  attributable  to the
several  transactions  whereby the  Supercrete  License was conveyed to multiple
parties,  all of whom were in breach of the  Supercrete  License  for failure to
make any royalty and consulting fee payments to RSC and Battista Estate.

In  addition,  on or about  January  8,  1997,  the  Company  provided  Globesat
Infrastructure  Technologies  Corporation  ("Globesat") with written notice that
the Supply and Distribution Agreement entered into on July 31, 1996, amongst the
Company, Globesat and Supercrete (the "Globesat Agreement") was terminated.  The
Company believes that the Globesat  Agreement was never entered into on an arm's
length basis or in good faith by the parties for the  following  reasons:  (i) a
Globesat principal,  Mr. Mel Greenspoon,  was formerly a director and officer of
the Company and is  currently a  shareholder,  (ii) Mr.  Arthur  Smith,  who was
forced to resign from the Company  pursuant to a demand by a substantial  number
of  shareholders,  represented  the Company  when it entered  into the  Globesat
Agreement  and is  believed to not have been acting in good faith as a fiduciary
of the  Company on account of  Globesat's  financial  inability  to perform  its
obligations  under the  Globesat  Agreement,  and (iii)  Globesat's  failure  to
disclose  to the  Company  its  weak  financial  state  and  that of its  parent
corporation, Globesat Holding Corporation, at the time Globesat entered into the
Globesat  Agreement.  Additionally,   Globesat  Holding  Corporation's  recently
disclosed   consolidated  financial  statements  indicates  its  currently  weak
financial  status and the inability of its  subsidiary,  Globesat,  to currently
perform its obligations under the Globesat Agreement.  In light of the Company's
termination of the Globesat Agreement,  the Company returned to Globesat a stock
certificate  representing  300,000 common shares of Globesat Holding Corporation
that was  issued to the  Company  to  secure  Globesat's  performance  under the
Globesat Agreement. Notwithstanding the Company's actions, Globesat has notified
the company it believes the  Globesat  Agreement to be in full force and effect.
The company has  reaffirmed  its position in writing to Globesat  subsequent  to
receiving the  notification  from Globesat and has joined  Globesat in the below
described case Stratford Acquisition Corporation v. 10222 Investments,  et. al.,
Index No. 97-1954 DSD/JMM. (See Part I, Item 3 - Legal Proceedings).

On June 3, 1997, at a meeting of the Board of  Directors,  the Board adopted the
first official set of By-laws for the Company.  Although there had been numerous
allegations  that the  Company  had duly  authorized  By-laws,  a search  of all
corporate  records,  revealed  only an  unsigned  set of  By-laws  that were not
believed to have been adopted by the Company's incorporators, by its first board
of directors or by the shareholders at an annual meeting. With interest


                                        2


<PAGE>



in correcting all legal, financial and operational problems that the Company has
been beset with, the Board adopted the By-laws and will provide the shareholders
with  the  right  to  vote  on  the  By-laws  at  the  next  annual  meeting  of
shareholders. The newly adopted By-laws provide for the removal of directors. In
accordance  with this  provision,  the majority of the Board voted, to remove G.
Colin Rayner from the Board.

   
As of May 31, 1997,  the Company's  principal  executive  office were located at
1775 Broadwat, Suite 1410, New York, New York 10019 and the telephone number was
212-262-0202.  At the time of the filing of this Form 10-K/A the  company  moved
its principal executive office to 67 Wall Street, Suite 2411, New York, New York
10005 and the telephone number at that address is 212-825-2929.
    

The Company's  primary  operations  will be conducted  through its  wholly-owned
subsidiary,  Novacrete  Technology  (Canada) Inc., which is a corporation formed
under  the  laws  of the  Province  of  Ontario,  Canada  on  January  20,  1997
("Novacrete Canada"). The directors and officers of the Company have assumed the
same positions at Novacrete Canada.

Subject to shareholders approval at the next annual meeting of shareholders, the
Company's  management  will  propose  changing the  Company's  name to Novacrete
Technology,  Inc. Currently,  the Company uses an assumed name to do business as
Novacrete Technology in the United States.

                                  RISK FACTORS

The company is in the  development-stage  and any  evaluation of the Company and
its business should only be made after having given careful consideration to the
following risk factors,  in addition to those  appearing  elsewhere in this Form
10-K.

     Limited  Operating  History.  From  its  inception,  the  Company  has  had
essentially  no  operating  history.  From  August,  1995,  the Company has been
engaged  principally  in research  and  development  activities  relating to the
development  of a  mineral-based  additive  to be used for  enhancing  the basic
properties  of  cementitious  products  (cements,  mortars  and  concrete).  The
Company'S  efforts to emerge from the development stage were further delayed due
to the management transition in late-1996. Accordingly, the Company's operations
are  subject  to the  risks  inherent  in the  establishment  of a new  business
enterprise; specifically, the complications, delays and resulting expenses often
encountered  in  the  marketing  of  a  new  technology,  the  uncertainties  of
developing  and  marketing  new or  related  products  and the  difficulties  in
recruiting and retaining qualified  personnel.  See Management's  Discussion and
Analysis of Financial Condition and Results of Operations".

   
     Going Concern  Qualification.  The Company has recorded net losses for each
year of its  existence  and will likely  sustain a loss in the period ending May
31, 1998.  Unless the Company can finance its operations  through the raising of
capital from  third-parties  there can be no assurances that the Company will be
able to sustain its  operations  in which case the Company  will  ultimately  be
liquidated for the benefit of its creditors.
    


                                        3


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     Lack of Profitability. The Company has recorded net losses for each year of
operation (1994-1997) and has incurred an accumulated deficit of $1,543,822.  In
the year ending May 31,  1997,  the Company  had a net loss from  operations  of
$1,027,510.

     Uncertain  Market  Acceptance.  Since  1994,  the  company  has focused its
product  development  efforts on the  development  of a  mineral-based  additive
mixture  that is  blended  into  cementitious  products  to  improve  the  basic
properties of these products. The Company is also developing finished mortar and
concrete products that will be marketed and sold under the brand name Novacrete.
Although there is an existing market for the Company's  products there is a risk
that the end-users of the Company's  products may not appreciate the benefits or
recognize  the  potential   applications  of  the  Company's  products.   Market
acceptance  of the  Company's  products  will  depend,  in large part,  upon the
ability of the Company to demonstrate to the industry the cost  effectiveness of
using  its  products  and that the  products  pose no  environmental  risks.  In
addition,  although one of the Company's  primary mortar products,  Novacrate MP
(Multi-Purpose),  received  favorable  test  results  from  an  outside  testing
facility   employing   American  Society  for  Testing  and  Materials  ("ASTM")
standards,  this  product has not been used  enough  commercially  to  establish
empirical results.

     Limited  Product Line.  The  Company's  revenues will depend on its limited
product line. Although the Company plans to expand the capacity of its Novacrete
Canada  operating  facility,  at present it can only produce its basic  additive
mixture,  only one mortar product,  Novacrete  Multi-Purpose  Mortar,  and three
high-density concrete formulations,  Novacrete 200, Novacrete 320, and a product
made  pursuant  to customer  specifications.  Because of the  complexity  of the
Company's  products,  development  of  products  requires  substantial  time and
resources and favorable results from outside testing  facilities  employing ASTM
standards.  There can be no assurance  that any of the  Company's  products will
receive favorable testing results or achieve market acceptance.

     Limited Marketing Organization. Commercialization of the Company's products
will be substantially dependent on the Company's ability to develop or acquire a
marketing and sales  organization,  or enter into  distribution  agreements with
established  distributors  of cementitious  products.  There can be no assurance
that the company can  develop or acquire a marketing  organization,  however the
Company,  under terms less  favorable  to the  Company,  could likely enter into
distribution agreements with qualified distributors.

     Need  for  Additional  Capital.  The  Company  will  require  an  immediate
investment of  approximately  $500,000 (USD) to acquire the necessary  equipment
for its manufacturing  facility  operated by Novacrete  Canada,  hire additional
personnel and for working capital. Funds for these purposes may be obtained from
a number of  sources,  including,  sales of equity  and debt  instruments,  bank
financing and joint ventures. However, the Company currently has no arrangements
for such financing,  and there can be no assurance that any additional financing
can be obtained  or, if obtained,  that it will be of a  sufficient  quantity to
meet the Company's immediate needs or on reasonable terms.

     Uncertainty  of  Protection  Offered  by  Patents  and Trade  Secrets.  The
Company's  technology  is not  protected  by  patents.  The  absence  of  patent
protection  represents  a risk in that the Company is not able to prevent  other
persons from developing a similar product. In addition, there can be no


                                        4

<PAGE>


assurance  that the  Company's  technology  or products  will not  infringe on a
patent owned by another person.  To the extent the Company  currently  relies on
unpatented proprietary technology,  processes and know-how and the protection of
such  property by  confidentiality  agreements,  there can be no assurance  that
others may not independently develop similar technology and know-how or that the
confidentiality will not be breached by an unrelated party.

     The  Company   relies  upon  trade  secret   protection  for  much  of  its
confidential and proprietary  technology and know how. There can be no assurance
that  competitors  will  not  independently  develop  substantially   equivalent
proprietary information and techniques or otherwise gain access to the Company's
trade secrets.  Even if there is an  infringement  of any of the Company's trade
secrets,  the cost of enforcing  its rights in an  infringement  action could be
substantial  and would  divert  funds and  resources  that  would  otherwise  be
available for other aspects of the Company's operations.

     Need for Qualified Personnel. In order to meet its business objectives, the
Company will need to hire  additional  marketing,  scientific and  manufacturing
personnel.  The Company  will be required  to compete  for such  personnel  with
companies having greater  financial and other resources than the Company.  Since
the future success of the Company will be dependent,  in part,  upon its ability
to attract  and retain  qualified  personnel,  its ability to do so could have a
material adverse effect upon the business of the Company.

     U.S.  Securities and Exchange  Commission's  ("SEC")  Investigation  of the
Company and Certain  Former  Directors  and  Officers.  The staff of the SEC has
conducted  an  informal  investigation  of the Company and certain of its former
directors and officers (pre-November 29, 1996). Since the directors and officers
that are believed to be part of the SEC's investigation are no longer associated
with the Company,  the Company believes the investigation  will have no material
adverse  consequences  to the  Company  or the  continued  trading of its common
stock.

     Absence of Dividends.  The Company has not paid any cash dividends and does
not anticipate paying any dividends in the foreseeable future. Earnings, if any,
will be retained to fund  development and expansion.  There is no assurance that
the Company will at any time pay cash dividends.

     General

The  Company  is engaged in the  business  of  manufacturing  and  marketing  an
additive for enhancing  cement-based  products which additive was formerly known
as Supercrete.  Upon acquiring the Supercrete  License and until April 15, 1996,
the Company marketed three separate  products using the additive under the trade
name Fastcrete, which was subsequently changed to Chemcrete. Fastcrete/Chemcrete
140 was designed for all-purpose weather finish  applications  including cracks,
potholes,  sidewalks  and  driveways.  Fastcrete/Chemcrete  150 was designed for
heavy-duty  driveways,  roads,  precast blocks and piping,  parking lot repairs,
airport  patching  and water  breaks.  Fastcrete/Chemcrete  200 was  designed to
include  metallic  aggregate  for  non-rusting  heavy  duty  outdoor  and indoor
traffic, nuclear radiation and radon shielding, x-ray shielding walls and sealed
nuclear waste dumps. The main distinguishing features between the three products
was the amount of additive that was added to the sand and cement mixture and the
inclusion of metal aggregates. Subsequent to April 15, 1996, the Company began


                                        5

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to market all of its  products,  including  the  additive,  under the brand name
Novacrete (now known as the "Novacrete Additive".)

The Novacrete  Additive will be  distributed in 22 pound bags in powder form and
sold separately as Novacrete Additive. Additionally, the Novacrete Additive will
be blended  with  specific  quantities  of cement and sand using the  technology
owned by the company for  blending  the  Novacrete  Additive to produce  various
Novacrete  products  which  will be sold  mainly  in 66 pound  bags  ("Novacrete
Finished  Products".)  Users of the  Novacrete  Finished  Products will then add
water  pursuant to the written  instructions  printed on the face of the bag for
each of the various types of Novacrete  Finished  Products to create the desired
Novacrete Finished Product that will be used for a specific application.

In  April,  1997,  Novacrete  Canada  entered  into  a  five  year  lease  for a
manufacturing  and  office  facility  located  at  2525  Tedlo  Street,  Unit B,
Mississauga,  Ontario,  Canada  L5A 4A5.  The  Company  will  maintain a limited
manufacturing  and  marketing  operation  during the fiscal  year ending May 31,
1998, and will enter into limited  licensing and  distribution  agreements  with
substantially  larger  entities  that  are  capable  of  marketing,  and in some
instances, manufacturing, the Novacrete Additive and Novacrete Finished Products
on a larger scale.

Through its  distributors,  the Company  intends to begin  selling the following
products:

                    * Novacrete Additive
                    * Novacrete Multi-Purpose Mortar

Agreements  between the Company and any distributor may provide that in exchange
for the Company  granting the  distributor the exclusive right to distribute the
Company's  products in a pre-stated  geographic  region,  the  distributor  will
purchase a minimum amount of the Company's products  annually.  The distribution
agreements may also provide profit  incentives to the  distributor  based on the
annual volume of sales generated by the distributor.  Additionally,  the Company
may also  manufacture  and market its products an a limited  basis in geographic
areas that are not  restricted  by the  distribution  agreements,  or it may not
provide exclusive  distribution  agreements to any outside distributor(s) and in
such  cases,  it will also  distribute  its own  products.  Since the  Company's
negotiations with most prospective distributors are preliminary, it cannot state
with  specificity  whether or not it will enter into exclusive or  non-exclusive
distribution  agreements.  However,  the Company has entered into  non-exclusive
agency  agreements  with  the  Anand   Corporation  and  Rollins   International
Corporation to establish  business  relationships  with qualified  buyers of the
Company's products in the Philippines and in Southeastern Asia, respectively.

     Adequate Raw Materials

An important  aspect of the Company's  business is having an adequate  supply of
raw materials to produce the Novacrete  Additive,  which is a key  ingredient in
all the Novacrete Finished Products. The raw materials used in manufacturing the
Novacrete  Additive are available in the United States and Canada, and there are
no known substitutes for these raw materials.  The Company  currently  purchases
the raw  materials  from five  principal  suppliers  located in Canada.  The raw
materials  are  purchased on an as needed basis and at market prices at the time
of purchase. The Company does anticipate that the prices and supplies of the raw
materials


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will fluctuate with market conditions.  The Company currently has a large supply
of the main component for the additive mixture in its inventory.

     Lack of Patent Protection

   
The Company  does not have  patents on any of its  technology  or its  products.
Although the Company has filed an  application  with the Registrar of trademarks
of Canada to  register  the  trademark  Novacrete,  the Company has not filed an
application for a patent on its  proprietary  technology.  The Company  believes
that the  trademark  of its  brand  name  Novacrete  will be more  useful in the
commercialization  of its products.  The core technology that is used in each of
the company's  products is not easily replicated and if patented will ultimately
become public  information.  By emphasizing  the unique  characteristics  of its
products the Company intends to brand itself as the manufacturer and marketer of
a  distinguishable  line of products  which will  provide it with a  competitive
advantage  over other  entities  that may attempt to directly  compete  with the
Company.  The Company has filed an application  with the Registrar of Trademarks
of Canada to register the trademark  Novacrete.  The Registrar of Trademarks has
advised  the  Company  that  the  application  has  been  approved  and  that  a
Registration  Certificate  indicating  the Company's  ownership of the trademark
Novacrete  will be issued by June 30, 1997.  Upon the  Company's  receipt of the
Novacrete Registration  Certificate from the Registrar of Trademarks for Canada,
it will file the same with the United States Patent and Trademark Office ("PTO")
to update the Company's  previously filed  application to register the Novacrete
trademark  in the  United  States.  The PTO  will  then  publish  the  Company's
trademark  application  in the official  Gazette which will begin the thirty day
period for persons to file notices of objections to the trademark. If no notices
of objection are filed the Novacrete  trademark will be officially issued to the
Company. (See Risk Factor - Lack of Patent Protection.) 
    

     Working Capital

   
The Company  anticipates that in the fiscal year ending May 31, 1998 (commencing
on June 1, 1997) its annual working capital requirements will be in the range of
$600,000.  To meet its  initial  capital  requirements  the  Company  has raised
approximately  $500,000,  primarily from three investment  entities1  affiliated
with one of its directors, Mr. Friedenberg (the ("Friedenberg Entities")and from
other  third-parties.  Through  the sale of a  convertible  debenture  or common
stock,  bank  financing  or a joint  venture the  Company  will seek to raise an
additional $1,000,000 during the fiscal year ending May 31, 1998. However, there
can be no guarantees that the financing will be completed,  or whether the terms
will not be onerous to the Company.
    

     Seasonality

Although the Company's  products will be used for  residential,  commercial  and
industrial new construction and repair of deteriorating  concrete structures the
Company  anticipates  that its products will be distributed in multiple  markets
worldwide  through  large  national and  multinational  distributors  which will
reduce

--------
     (1)The names of the entities are Euro-Dutch Trust Ltd.,  Firebird  Overseas
Ltd. and Firebird Partners.


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the risks  attributable to seasonal and regional economic  conditions.  Although
the Company may be subject to these risks for a given period in certain regional
markets the eventual wide  dispersion of its  products,  geographically,  should
enable the Company to avoid season-related  downturns in general business cycle.
However,  in the near future the Company  anticipates  it will be marketing  and
selling its products in Canada and in very limited  areas of the United  States,
and will be subject to risks of changing seasonal and economic conditions.

     Competition

Although the Company does not have patent protection for its Novacrete  Additive
and the Novacrete  Finished  Products it believes  that the Novacrete  Additive,
which is blended into all Novacrete  Finished  Products in various  proportions,
has  unique  characteristics  that will  enable  the  Company  to enjoy  certain
marketing advantages over competitive products. The Company is currently focused
on  completing  the  development  and  testing of the full range of  specialized
mortar  formulas  (defined  above as Novacrete  Finished  Products.) The Company
executes the product development programs in its own manufacturing  facility and
then sends the  results of these  programs  to  recognized  outside  independent
testing  laboratories  for documented  confirmation  of  performance.  The first
Novacrete  Finished  Product  to have been  satisfactorily  tested and ready for
manufacture  is  the  Novacrete  Multi-Purpose  mortar,  which  is  marketed  as
Novacrete MP. The three other products, Novacrete Industrial,  Novacrete Non-Sag
and Novacrete  Waterproofing mortars will be submitted to the testing laboratory
on or  about  July,  1997 and are  estimated  to be ready  for  distribution  in
September or October, 1997.

   
According to a study by the Freedonia Group Inc., the U.S. market for cement and
concrete  admixtures  is expected to grow 8.2% a year,  reaching $850 million in
the year 2000.
    

The primary  markets  that the company  plans to enter into in 1997 and 1998 are
Canada and the United States. The company's  marketing policy is to work through
established  distributors  having  complete  mixing and blending  facilities and
established distribution networks.

In addition to product  performance the Company plans to be competitive in price
and service.  However,  since the  Company's  products  contain  only  non-toxic
minerals and no chemicals they are considered to be more  environmentally  safe.
With this the Company expects to have some level of immediate market penetration
and marketability  over competitive  products.  Since the Company's products are
environmentally  safe it expects to expend a nominal percentage of its operating
budget  on  environmental  compliance  for  the  next  fiscal  year  and for the
foreseeable future.

As of May 31,  1997,  the  company  had six  employees  and expects to hire five
additional  employees by December 31, 1997. Upon full operation of the Novacrete
Canada  production  facility,  the  Company  expects  to hire  three  additional
employees  to manage  the  production  facility  and three  persons  to fill the
positions of  vice-president of marketing and sales, a vice-president of product
development and a chief financial officer.


                                        8

<PAGE>



The Novacrete MP mortar, one of the Novacrete  Finished Products,  is considered
by the Company to have measurably superior performance characteristics that will
make it  competitive  with  other  products  that are  currently  being  sold by
competitors.

As a general understanding of the Novacrete Finished Products, Novacrete MP, the
multi-purpose  mortar for patching and repairing,  has the following  properties
when properly added to a cement-based mixture:

     1.   Compressive strength in excess of 12,000 pounds per square inch;

     2.   Sheer bond strength in excess of 5,900 pounds per square inch;

     3.   Flexural strength in excess of 1,700 pounds per square inch;

     4.   Chloride permeability of 816 coulombs;

     5.   Patch shrinkage is zero;

     6.   Durability over 302 freeze/thaw cycles (96.3% durability factor)

     7.   Resistance  to salt  scaling  over 50 cycles  results in a  durability
          factor of 100%

     8.   Resistance to water is 100%;

     9.   Flammability is zero; and

     10.  Toxicity is zero.

The foregoing  properties have been ascertained  after testing by an independent
testing laboratory, Ortech Inc., which employs (ASTM) procedures.

     Operating Results

Since  November 29, 1996,  the Company has  undergone a  substantial  management
change which has reordered  the policies and  practices of the company.  The SEC
has made  inquiries of the Company  related to certain  accounting and financial
reports  issued by the Company in its  quarterly  filings for 1996 and 1995.  As
such,  the Company has had its financial  statements for the year ending May 31,
1996  re-audited.  Since the  Company  has been  dormant up to May 1, 1997,  the
Company  will also show  nominal  revenues  for the period  ending May 31, 1997.
However,  although the Company previously anticipated that it would advance from
the  development  stage  to an  operating  entity  in  June,  1997  and to begin
generating  revenues from the sale of the  Novacrete  Additive and the Novacrete
Finished  Products  in its fiscal  year  ending May 31,  1998,  the  Company now
believes that production will begin in September, 1997.

Item 2. Properties

   
The  Company's  principal  executive  offices  are  temporarily  located at 1775
Broadway,  Suite 1410, New York, New York 10019,  telephone 212-262-0202 under a
temporary sublease, at $12,000 (USD) per annum, from an entity owned by Mr.
    


                                        9

<PAGE>



   
Friedenberg,  a director,  officer and  shareholder  of the  Company.  As of the
filing of this Form 10-K/A the company moved its principal  executive  office to
67 Wall Street, Suite 2411, New York, New York 10005, telephone  (212)-825-2929.
Novacrete Canada operates out of a facility housing its executive  offices and a
15,000 square foot manufacturing  facility located at 2525 Tedlo Street, Unit B,
Mississauga, Ontario, Canada L5A 4A8, telephone (905)-566-0716. This facility is
subject to a five year lease commencing on May 1, 1997 and expiring on April 30,
2002. The annual lease  payments are $62,500  (CDN).  The Company moved from its
previous location in Burlington, Ontario and is still legally obligated to pay a
monthly  rent  of  approximately  $3,000  (CDN),  although  the  Company  is  in
negotiations  with the landlord to  terminate  the lease for a cash payment that
has now been determined.  The Company believes that the  manufacturing  facility
for  Novacrete  Canada  will be  sufficient  for its  anticipated  manufacturing
operations for the duration of the lease period.
    

Item 3. Legal Proceedings

The Company is in the process of  completing  an internal  investigation  of all
securities  issued by the  Company  over the past three  years.  The Company has
engaged the legal  services of Dowe & Dowe, a law firm located in New York,  New
York to assist the  investigation  and provide  additional  legal and accounting
services to the  Company.  On August 26,  1997,  the Company  filed a lawsuit in
Federal  District  Court  located  in  Minnepin  County,  Minnesota,   Stratford
Acquisition  Corporation  v.  10222  Investments,  et.  al.,  Index No.  97-1954
DSD/JMM,  against 49 separate  defendants to cancel common stock,  stock options
and stock  warrants that the Company  believes were issued either  unlawfully or
without   consideration  and  to  cancel  certain  consulting  and  distribution
agreements that the Company  previously entered into and which are now deemed to
be null and void.  If this  lawsuit  is  successful,  the  Company  will  cancel
approximately  2,000,000  shares of the Company's  common stock. In the interim,
the Company has  authorized  its transfer  agent to place stop  transfer  orders
restricting  the transfer of all shares of common  stock  subject to the lawsuit
until it has been  adjudicated.  In August,  1997,  a Company  shareholder,  Mel
Greenspoon,  filed a lawsuit in Canada against the Company and one director, Mr.
A. Roy MacMillan,  Mel B. Greenspoon v. Stratford Acquisition Corporation and A.
Roy MacMillan,  Ontario Court General Division, Court File No. 97-CV-129814,  to
secure  unrestricted stock certificates for shares of restricted common stock he
currently owns and for damages.  Mr.  Greenspoon is one of the shareholders that
is being sued by the  Company to cancel his  common  stock  holdings  (See above
paragraph).  The Company does not believe that the lawsuit  will  ultimately  be
successful  in  light of the  Company's  own  lawsuit,  nor  should  it have any
materially adverse consequences to the Company if it is successful.

In June,  1997, the Company filed a lawsuit in Canada against a former  director
and officer, Jan Sulkiewicz,  and companies he controls,  Stratford  Acquisition
Corporation v. Jan Sulkiewicz,  et. al., Ontario Court (General Division), Court
File No.  97-CV-126925,  for breach of contract and  conversion  of personal and
intellectual property.  Because the Company subsequently learned that it already
had  legal  title  to its  formulation  costs  prior  to  acquiring  it from Mr.
Sulkiewicz,  and  entities  he  controls,  it has filed a lawsuit  to secure the
$100,000  in cash and  500,000  shares  of common  stock  that was  provided  to
entities owned and controlled by Mr.  Sulkiewicz.  The SEC has made inquiries of
the Company relating to certain accounting and financial reporting issues as


                                       10

<PAGE>



reported in its quarterly filings for 1996 and 1995. The SEC's  investigation is
believed  to be  directed at the  actions  and  omissions  of former  directors,
officers,  employees  and  advisors  of the  Company  that were  employed  by or
associated with the Company prior to November 29, 1996.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were known by the current management to have been submitted to a vote
of security holders during the fourth quarter of the fiscal year covered by this
report. 

                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's common stock,  $.001 par value, is traded on the  Over-the-Counter
Bulletin  Board  ("OTC")  operated by the  National  Association  of  Securities
Dealers under the ticker symbol HARD. The tables present its high and low market
prices for each of the four quarters in the fiscal year ending May 31, 1997. The
quotations  reflect  interdealer  prices  without retail  mark-up,  mark-down or
commissions and may not necessarily represent actual transactions. The Company's
common stock became actively traded in July,  1995. on June 6, 1997, the closing
bid price was $.32.  The Company has paid no cash dividends in 1996 and does not
expect to change its dividend policy in the foreseeable future.

                       Quarterly Common Stock Price Ranges

                   1997    Quarter         High           Low
                   ----    -------         ----           ---
                  
                           1st             $5.75          $1.12
                           2nd             $2.00          $ .06
                           3rd             $ .60          $ .16
                           4th             $ .75          $ .25
                 
The number of shares of common stock issued and  outstanding  as of May 31, 1997
and May 31, 1996 were 10,113,381 and 7,802,000, respectively.

On March 11, 1997,  the Company sold 550,000 shares of its  unregistered  common
stock  pursuant to an  exemption  from  registration  under  Section 4(2) of the
Securities  Act at the then  current  market  price of $.35 per  share.  Of this
common stock  issuance,  350,000 shares were sold to the  Friedenberg  Entities,
100,000 shares were sold to Mr.  Friedenberg and 100,000 shares were sold to Mr.
Peter  Sosnkowski.  The Company  issued  171,400  shares of common  stock to its
President,  A. Roy MacMillan in exchange for $60,000 of unpaid services rendered
to the Company.  The Company also issued  626,531  shares of stock in connection
with certain management services.


                                       11

<PAGE>



Item 6. Selected Financial Data

<TABLE>
<CAPTION>
                                                                       Year End May 31,                                
                                                   ---------------------------------------------------------            Jan. 1 thru
                                                      1997                    1996                   1995               May 31, 1994
                                                   -----------            -----------             ----------            ------------
<S>                                                <C>                      <C>                     <C>                     <C>     
Net Revenues(2):                                            $0               $140,741                     $0                     $0

Income (loss from
continuing operations:                             ($2,303,778)             ($375,361)              ($40,503)               ($1,148)

Income (loss) from
continuing operations
per weighted-average
share of common stock
outstanding:                                             ($.24)                 ($.07)                 ($.03)                 ($.00)

Total Assets:                                         $219,533               $479,615               $236,666                    $52

Long-Term Obligations:                                $315,000                     $0                     $0                     $0

Cash Dividends:                                             $0                     $0                     $0                     $0
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

1997 vs. 1996

Sales  decreased  100% in 1997 to $0 from the prior  period in which the Company
reported  $140,741  in sales.  The  percentage  loss is not,  and  should not be
considered a precise  indicator of the Company's  performance  during the fiscal
year since the Company dedicated the period commencing on November,  1996 to May
31, 1997 to a restructuring  of the entire  corporation,  including  management,
marketing,  finances and operations  and had no  operations,  nor the ability to
operate for this period.

Operating  costs  increased from $518,954 in 1996 to $1,011,763 in 1997 or 194%.
The  increase in  operating  costs was  attributable  primarily to the hiring of
additional official staff to govern the Company's  operations,  asset write-offs
and professional fees. The increase in operating expenses over revenues resulted
in a loss from operations of $1,011,763.  The Company owns no material  tangible
or intangible  assets and therefore,  had nominal  depreciation and amortization
for the annual period.


--------
     (2) The Company is in the development stage and did not sell any product to
generate revenue for the annual fiscal year ending May 31, 1997.


                                       12

<PAGE>



1996 vs. 1995

On August 15, the  Company  executed a  definitive  acquisition  agreement  with
Supercrete and acquired all of the issued and  outstanding  shares of Supercrete
in exchange for  22,800,000  shares of the Company's  common  stock.  Supercrete
owned,  exclusively,  the  Supercrete  License  to  manufacture  and  distribute
Supercrete  Products.  Since the  Company  was in  operation  for only 10 months
during the fiscal year ending 1995, it had limited business  activity.  However,
during 1995 the Company incurred  $40,685.00 in operating expenses  attributable
to official salaries,  professional fees and working capital. The Company had $0
revenues in the same period. (See Item I, Business - Historical Background)

Liquidity and Financial Resources

The Company  ended the 1997 fiscal year with nominal  liquidity and a $1,011,763
operating  losses and with no definitive  plan for  operating  profitably in the
foreseeable future.  Although the Company has an unfavorable  liquidity position
it only has $315,000 of long-term debt and $113,218 of short-term debt as of May
31, 1997.

The  Company's  new  management  does  anticipate  it will sell  products in the
current  fiscal  year  through  licensing  agreements  with  distributors  which
agreements are expected to generate positive cash flow. In addition, the Company
will seek to raise  additional  capital through the issuance of convertible debt
and common stock to provide additional working capital.

From November,  1996 through June, 1997 the Company received $305,000 (USD) from
the sale of a 10%  $1,000,000  Redeemable  Debenture  (the  "Debenture")  to the
Friedenberg  Entities.  For each $1.00 (USD)  invested,  in the  Debenture,  the
investor was granted a warrant to purchase one share of, the Company's $.OO1 par
value  common  stock for fifty cents ($.50 USD) (the  "Warrants").  The Warrants
expire on February 1, 2000.  The Debenture and Warrants were sold pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended,  and will be restricted from transfer unless  registered by the Company
for  resale,  or sold  through an  exemption  from  registration  which shall be
subject to an opinion of counsel  satisfactory to the Company.  In addition,  in
March,  1997, the Company sold 550,000  restricted shares of common stock to the
Friedenberg  Entities,  Mr.  Friedenberg's  IRA and Mr. Peter  Sosnkowski at the
market price of $.35 per share, pursuant to an exemption from registration under
Section 4(2) of the Securities  Act of 1933, as amended,  and will be restricted
from transfer  unless  registered by the Company for resale,  or sold through an
exemption  from  registration  which  shall be  subject to an opinion of counsel
satisfactory to the Company.  This common stock offering generated an additional
$192,500 (USD) , which has been used by the Company for working capital.

In June 6, 1997, Mr. Friedenberg, on behalf of the Friedenberg Entities, reached
an agreement  with the Company  whereby he agreed to exchange the  principal and
all accrued interest on the Debenture, aggregating $316,406 into common stock at
the current  market  price of $.32 per share.  The result of this debt  exchange
will require the Company to issue 907,150  additional  shares of common stock to
the Friedenberg Entities.


                                       13

<PAGE>



Inflation

Since the Company will need to purchase  additional plant equipment to begin its
operations  it will be subject to price  increases  attributable  to  inflation.
Since the Company has begun making these  purchases as of May, 1997, it does not
believe that inflation,  or an increase thereof,  would be material factor.  The
Company,  however, will be subject to inflation when purchasing raw materials to
be used in  manufacturing  the  Novacrete  Additive and the  Novacrete  Finished
Products  and when  selling  these  products to  customers.  As such,  while the
Company has exposure to  inflation,  in the very near future it does not believe
that inflation will bear significantly on its financial position.

Item 8. Financial Statements and Supplementary Data 

                                                                            Page

Index to Financial Statements and Supplementary                              F-1
Financial Data

Report of Independent Certified Public Accountants                           F-2

Financial Statements:

Balance Sheet, May 31, 1997 and 1996                                         F-3

Statement of Operations, Years Ended May 31,                                 F-4
1997, 1996 and 1995

Statement of Changes in Stockholders' Equity,                                F-5
Years Ended December 31, 1997, 1996, 1995 and 1994


Statement of cash Flows, Years Ended May 31,                                 F-6
1997, 1996 and 1995

Notes to Financial Statements                                                F-7


                                       14

<PAGE>





                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1997, 1996 AND 1995



<PAGE>


                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Certified Public Accountants                           F-2

Financial Statements

  Balance Sheets
    as of May 31, 1997 and 1996                                              F-3

  Statements of Operations
    for the periods cumulative January 1, 1994 through May 31, 1997,
    twelve months ended May 31, 1997, 1996 and 1995                          F-4

  Statements of Changes in Shareholders' Deficit
    for the years ended May 31, 1997, 1996, and 1995                         F-5

  Statements of Cash Flows
    for the periods cumulative January 1, 1994 through May 31, 1997,
    twelve months ended May 31, 1997, 1996 and 1995                          F-6

  Notes to Financial Statements                                              F-7


                                       F-1

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
Stratford Acquisition Corp.

We have  audited  the  accompanying  consolidated  balance  sheets of  Stratford
Acquisition  Corp. (a Minnesota  corporation)  and subsidiary as of May 31, 1997
and 1996 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash flows for the periods  cumulative January 1, 1994
through May 31,  1997,  and for the years ended May 31,  1997,  1996,  and 1995.
These financial  statements are the responsibility of the Company's  management.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Stratford Acquisition Corp. and
subsidiary as of May 31, 1997 and 1996 and the related  consolidated  statements
of operations,  changes in  shareholders'  equity and cash flows for the periods
cumulative  January 1, 1994  through  May 31,  1997 and the years  ended May 31,
1997, 1996 and 1995 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Stratford
Acquisition Corp. and subsidiary will continue as a going concern.  As discussed
in  Note  1  to  the  financial  statements,  Stratford  Acquisition  Corp.  and
subsidiary have sustained operating losses during the last three years and has a
stockholders'  deficit of  $208,685  as of May 31,  1997.  These  matters  raise
substantial doubt about Stratford  Acquisition Corp. and subsidiary's ability to
continue  as a going  concern.  The  accompanying  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary should Stratford  Acquisition  Corp. and subsidiary be unable
to continue as a going concern.

                                            FELDMAN RADIN & CO., P.C.
                                            Certified Public Accountants


New York, New York
July 27, 1997

                                       F-2
<PAGE>


                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   May 31,                 May 31,
                                                                                                    1997                    1996
                                                                                                 -----------            -----------
                                     ASSETS
<S>                                                                                              <C>                    <C>        
CURRENT ASSETS:
     Cash and cash equivalents                                                                   $    10,098            $   155,194
     Other receivables                                                                                40,579                 11,868
     Inventory                                                                                       143,313                     --
     Marketable securities                                                                            13,250                     --
     Due from shareholders                                                                                --                134,405
                                                                                                 -----------            -----------

     Total Current Assets                                                                            207,240                301,467

PROPERTY, PLANT, AND EQUIPMENT, net of
     accumulated depreciation and amortization                                                         2,158                     --

OTHER ASSETS:
     Organization costs, net of accumulated amortization                                                 741                     --
     Refundable deposits                                                                                  --                178,148
     Security deposits                                                                                 9,394                     --
                                                                                                 -----------            -----------

                                                                                                      10,135                178,148
                                                                                                 -----------            -----------

                                                                                                 $   219,533            $   479,615
                                                                                                 ===========            ===========


                 LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                                       $   110,385            $    12,631
     Payroll taxes payable                                                                             2,833                     --
                                                                                                 -----------            -----------

     Total Current Liabilities                                                                       113,218                 12,631

DUE TO SHAREHOLDERS:                                                                                 315,000                     --

COMMITMENTS AND CONTINGENCIES:                                                                            --                     --

SHAREHOLDERS' (DEFICIT) EQUITY:
     Common stock -  $0.001 par value
       50,000,000 shares authorized 
       10,113,381 and 7,802,000 shares
       issued and outstanding, respectively                                                            7,813                  6,002
     Additional paid-in capital                                                                    2,603,592                977,294
     Deficit accumulated during the
       development stage                                                                          (2,820,090)              (516,312)
                                                                                                 -----------            -----------

     Shareholders' (Deficit) Equity                                                                 (208,685)               466,984
                                                                                                 -----------            -----------

                                                                                                 $   219,533            $   479,615
                                                                                                 ===========            ===========
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS


                                      F-3
<PAGE>


                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        ( A Development Stage Enterprise)


                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                       Cumulative
                                                                                                                     January 1, 1994
                                                                                                                       (Inception)
                                                             Year ended         Year ended         Year ended            through
                                                               May 31,            May 31,            May 31,             May 31,
                                                                1997               1996               1995                1997
                                                             -----------        -----------        -----------        -----------
<S>                                                          <C>                <C>                <C>                <C>        
Revenues
     Technology license fees                                 $        --        $   140,741        $        --        $   140,741
                                                             -----------        -----------        -----------        -----------

Operating Expenses

     General and administrative costs                            927,451            518,947             10,120          1,457,666
     Non-Cash imputed Stock Compensation                       1,360,580                  7             30,565          1,391,152
                                                             -----------        -----------        -----------        -----------
Total operating expenses                                       2,288,031            518,954             40,685          2,848,818
                                                             -----------        -----------        -----------        -----------

Loss from operations                                          (2,288,031)          (378,213)           (40,685)        (2,708,077)
                                                             -----------        -----------        -----------        -----------

Other Income (Expense)
     Interest income                                                 314                474                 16                804
     Interest expense                                            (12,917)                --                 --            (12,917)
     Foreign currency gain (loss)                                 (3,144)             2,378                166               (600)
                                                             -----------        -----------        -----------        -----------

Net loss                                                     $(2,303,778)       $  (375,361)       $   (40,503)       $(2,720,790)
                                                             ===========        ===========        ===========        ===========


Net loss per share                                           $     (0.24)       $     (0.07)       $     (0.03)       $     (0.46)
                                                             ===========        ===========        ===========        ===========


Weighted-average number of shares
     of common stock outstanding                               9,590,212          5,552,407          1,460,274          5,979,010
                                                             ===========        ===========        ===========        ===========
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS


                                      F-4
<PAGE>


                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                           Common Stock              Additional
                                                   ----------------------------        Paid-in        Accumulated
                                                     Shares            Amount          Capital          Deficit            Total
                                                   -----------      -----------      -----------      -----------       -----------
<S>                                                 <C>             <C>              <C>              <C>               <C>         
BALANCE, June 1, 1993                                  300,000      $       300      $    29,700      $   (30,000)      $        --
Sale of common stock for less than
    par value                                          700,000              700           69,300          (69,300)              700
Net loss                                                    --               --               --           (1,148)           (1,148)
                                                   -----------      -----------      -----------      -----------       -----------
BALANCE, May 31, 1994                                1,000,000            1,000           99,000         (100,448)             (448)

Sale of common stock                                   943,500              944          233,461               --           234,405
Issuance of common  stock
    for consulting fees                              3,056,500            3,056           27,509               --            30,565
Net loss                                                    --               --               --          (40,503)          (40,503)
                                                   -----------      -----------      -----------      -----------       -----------
BALANCE, May 31, 1995                                5,000,000            5,000          359,970         (140,951)          224,019

Sale of common stock                                   494,700              495          617,324               --           617,819
Exercise of granted options
    under employee benefit plan                        500,000              500               --               --               500
Issuance of common  stock                                   --
    for consulting fees                                  7,250                7               --               --                 7
Shares issued for no consideration                   1,800,000               --               --               --                --
Net loss                                                    --               --               --         (375,361)         (375,361)
                                                   -----------      -----------      -----------      -----------       -----------
BALANCE, May 31, 1996                                7,801,950            6,002          977,294         (516,312)          466,984

Sale of common stock                                 1,513,500            1,514          266,015               --           267,529
Issuance of common  stock
    for services                                       626,531              126        1,171,788               --         1,171,914
Issuance of options
    for services                                            --               --          128,666               --           128,666
Issuance of common  stock
    for compensation                                   171,400              171           59,829               --            60,000
Net loss                                                    --               --               --       (2,303,778)       (2,303,778)
                                                   -----------      -----------      -----------      -----------       -----------
BALANCE, May 31, 1997                               10,113,381      $     7,813      $ 2,603,592      $(2,820,090)      $  (208,685)
                                                   ===========      ===========      ===========      ===========       ===========
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS



                                      F-5
<PAGE>


                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        ( A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                       Cumulative
                                                                                                                     January 1, 1994
                                                                                                                       (Inception)
                                                                          Year ended     Year ended     Year ended       through
                                                                             May 31,       May 31,        May 31,        May 31,
                                                                              1997          1996           1995           1997
                                                                          -----------    -----------    -----------    -----------
<S>                                                                       <C>            <C>            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                             $(2,303,778)   $  (375,361)   $   (40,503)   $(2,720,790)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Common stock and options issued as payment for services            1,360,580              7         30,565      1,391,152

     Changes in assets and liabilities:
         (Increase) decrease in other receivables                             (28,711)       (11,868)            --        (40,579)
         (Increase) decrease in inventory                                    (143,313)            --             --       (143,313)
         (Increase) decrease in refundable deposits                           178,148       (175,898)        (2,250)            --
         (Increase) decrease in organization costs                               (741)            --             --           (741)
         (Increase) decrease in security deposits                              (9,394)            --             --         (9,394)
         Increase (decrease) in accounts payable and accrued expenses          97,754         12,131             --        110,385
         Increase (decrease) in payroll taxes payable                           2,833             --             --          2,833
                                                                          -----------    -----------    -----------    -----------

NET CASH USED IN OPERATING ACTIVITIES                                        (846,622)      (550,989)       (12,188)    (1,410,447)


CASH FLOWS FROM INVESTING ACTIVITIES:
         Acquisition of property and equipment                                 (2,158)            --             --         (2,158)
         Purchase of marketable securities                                    (13,250)            --             --        (13,250)
                                                                          -----------    -----------    -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                                         (15,408)            --             --        (15,408)


CASH FLOWS FROM FINANCING ACTIVITIES:
         Increase in due to shareholders                                      315,000        (12,147)        12,147        315,000
         Decrease in due from shareholders                                    134,405        100,000       (234,405)            --
         Proceeds from sale of common stock and exercise of options           267,529        618,319        234,405      1,120,953
                                                                          -----------    -----------    -----------    -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                     716,934        706,172         12,147      1,435,953


NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                         (145,096)       155,183            (41)        10,098

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              155,194             11             52             --
                                                                          -----------    -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $    10,098    $   155,194    $        11    $    10,098
                                                                          ===========    ===========    ===========    ===========


SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid during the period for:
               Interest                                                   $     1,269    $        --    $        --    $     1,269
                                                                          ===========    ===========    ===========    ===========
           Income taxes                                                   $        --    $        --    $        --    $        --
                                                                          ===========    ===========    ===========    ===========
         Cash received during the period for:
               Interest                                                   $       314    $       474    $        16    $       804
                                                                          ===========    ===========    ===========    ===========
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS



                                      F-6
<PAGE>




                   STRATFORD ACQUISITION CORP. AND SUBSIDIARY
                        (A Development Stage Enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                Cumulative January 1, 1994 Through May 31, 1997,
                 Twelve Months Ended May 31, 1995, 1996 and 1997

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

     On May 11,  1995,  the Company  amended its  Articles of  Incorporation  to
     authorize  the  issuance  of  50,000,000  shares of common  stock  from the
     previously   approved   amount  of  1,000,000   shares  of  common   stock.
     Additionally,  the  Company  changed  the par value of its common  stock to
     $0.001 par value from $0.10 par value.  All amounts and valuations shown in
     the accompanying financial statements reflect the effects of this change.

     Substantially all of the Company's management,  directors and officers were
     replaced on November 29, 1996.

     During January 1997 the Company  acquired 100% of the outstanding  stock of
     Novacrete  Technology (Canada) Inc., a newly created company established to
     manufacture and distribute the Company's Novacrete product line.

     The  Company is in the  development  stage and,  through  its wholly  owned
     subsidiary,  is engaged in the business of  manufacturing  and  marketing a
     technology and an additive for enhancing cement-based products, hereinafter
     referred to as  "Novacrete"  and various  finished  products  for  specific
     applications which use predetermined amounts of the Novacrete additive. The
     Company will initially  market and sell the Novacrete  additive mixture and
     the  Novacrete  finished  products  to  large   distributors   pursuant  to
     distribution agreements covering predetermined geographic areas.

     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming  the Company  will  continue as a going  concern.  As shown in the
     consolidated  financial statements,  the Company has incurred net operating
     losses during fiscal years ended May 31, 1997, 1996 and 1995,  resulting in
     an accumulated  deficit of $208,685 at May 31, 1997.  These factors,  among
     others, indicate that without the continued support of certain shareholders
     and  additional  financing,  the  Company  may be  unable  to  continue  in
     existence.  The  consolidated  financial  statements  do  not  include  any
     adjustments that might result from the outcome of this uncertainty.



                                      F-7
<PAGE>


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.   Basis of Presentation - The consolidated  financial statements include
          the  accounts  of  the  Company  and  its  subsidiary.   All  material
          intercompany transactions and balances have been eliminated.

     B.   Cash and Cash  Equivalents - The Company  maintains  funds in Canadian
          financial  institutions  in both US dollar (US$) and  Canadian  dollar
          (CN$)  transaction  accounts.   All  transactions   reflected  in  the
          accompanying  financial  statements have been converted into US dollar
          equivalents,  as of the end of each respective year at the Wall Street
          Journal  published  exchange  rate on the last day of the fiscal year,
          for CN$ accounts and at historical amounts for US$ accounts.

          The  Company  considers  all  cash on  hand  and in  banks,  including
          accounts  in book  overdraft  positions,  certificates  of deposit and
          other  highly-liquid  investments  with  maturities of three months or
          less, when purchased, to be cash and cash equivalents.

     C.   Income Taxes - The Company utilizes the liability method of accounting
          for income taxes as set forth in FASB  Statement  No.109,  "Accounting
          for Income  Taxes".  Under the liability  method,  deferred  taxes are
          determined based on the difference between the financial statement and
          tax bases of assets and liabilities  using enacted tax rates in effect
          in the years in which the differences are expected to reverse.

          As reflected in the accompanying statements of operations, the Company
          has incurred losses while in the development stage. Due to the limited
          operations of the Company and the uncertainty surrounding the eventual
          utilization of its losses, a valuation  allowance has been recorded to
          fully  reserve for the  deferred  tax  benefits  generated  by its net
          operating losses.

     D.   Property,  Plant and  Equipment - Property,  plant and  equipment  are
          stated  at  cost  less  accumulated  depreciation.   Depreciation  for
          financial  statement purpose is computed by the  straight-line  method
          over the estimated useful lives of the assets, which is generally five
          years for equipment.

     E.   Inventories  -  Inventories  are valued at the lower of cost or market
          determined by the first-in, first-out method of accounting.

     F.   Fair Value of Financial  Instruments - The carrying  value of cash and
          cash equivalents, other receivables,  marketable securities,  accounts
          payable and accrued  expenses  approximate  their fair values based on
          the short-term maturity of these instruments.

     G.   Marketable  Securities  -  The  Company's  marketable  securities  are
          comprised of equity securities classified as trading securities, which
          are reported at their fair



                                      F-8
<PAGE>


          market values based upon the quoted market prices of those investments
          at balance sheet date. Accordingly,  net realized and unrealized gains
          and losses on trading securities are included in net earnings.

     H.   Loss Per Share - Loss per share was  computed by dividing  net loss by
          the weighted average number of shares of common stock outstanding.

     I.   Foreign  Currency  Remeasurement  - Because the  Company's  functional
          currency is the US dollar, the financial  statements for the Company's
          activities  in Canada  have been  remeasured  from  Canadian  dollars.
          Accordingly,  all gains  and  losses  arising  from  remeasurement  of
          monetary  assets and  liabilities  have been  recognized  currently in
          income.

     J.   Use  of  Estimates  -  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management  to make  estimates  and  assumptions  that affect  certain
          reported  amounts and disclosures.  Accordingly,  actual results could
          differ from those estimates.

3.   CAPITAL STOCK TRANSACTIONS

     A.   On  December   31,   1968,   the  Company   amended  its  Articles  of
          Incorporation  to authorize the issuance of 1,000,000  shares of $0.10
          par value common stock.

     B.   On June 1, 1993, the Board of Directors authorized the sale of 700,000
          shares of $0.10 par value  (pre-restatement  of the Company's Articles
          of  Incorporation)  unregistered,   restricted  common  stock  to  the
          Company's majority shareholder.  The total consideration given in this
          transaction,  as  permitted  by  Minnesota  law,  was $700,  which was
          significantly   below  the   authorized   par  value  of  the   stock.
          Accordingly,  the difference between the par value of the common stock
          sold  and the  consideration  paid  was  charged  against  accumulated
          deficit in the accompanying financial statements.  This transaction is
          reflected in the accompanying financial statements at the restated par
          value of the Company's common stock.

     C.   On December 31, 1993,  pursuant to a Special Meeting of  Shareholders.
          The  Shareholders  approved an amendment to the Company's  Articles of
          Incorporation  to allow the  issuance  of up to  10,000,000  shares of
          $0.01 par value  common stock and to change the name of the Company to
          Stratford  Corporation  upon  completion  of a  proposed  merger.  The
          proposed  merger did not occur and the  Company  did not  concurrently
          file the  appropriate  documents to facilitate  these changes.  In May
          1995, the Company filed the amended Articles of Incorporation to allow
          for the issuance of up to 10,000,000  shares of $0.01 par value common
          stock in conjunction with the additional amendment as discussed below.



                                      F-9
<PAGE>


     D.   On April 3, 1995, the Company's  shareholders approved a proposal at a
          Special  Meeting  of  Shareholders  authorizing  an  amendment  to the
          Company's Articles of incorporation to allow for the issuance of up to
          50,000,000  shares of equity securities with a par value of $0.001 per
          share.  This amendment to the Company's  Articles of Incorporation was
          filed with the appropriate authorities during May 1995.

     E.   During April 1995,  the Company sold an  aggregate  943,500  shares of
          unregistered,  restricted common stock to third-party  investors for a
          total of approximately $234,000.

     F.   In April  1995,  the Company  issued an  aggregate  270,000  shares of
          unregistered,   restricted  common  stock  to  various  companies  and
          individuals for services rendered in conjunction with the placement of
          the above  mentioned  shares  and for other  services  related  to the
          reactivation  of the  Company.  This  transaction,  as approved by the
          Company's  Board of  Directors,  was  valued  at $0.01 per  share,  or
          $2,700.

     G.   In April 1995,  the Company  issued an aggregate  2,786,500  shares of
          unregistered, restricted common stock to insiders, promoters, founders
          and  other   affiliates  of  the  Company  in   connection   with  the
          reactivation  of the  Company  and the  change in  control  previously
          discussed.  This  transaction,  as approved by the Company's  Board of
          Directors,  was valued at $0.01 per share,  or $27,865 and was charged
          to operations as consulting fees.

     H.   Present  management is unable to determine the value  received for the
          net  issuance  during the fiscal year ended May 31, 1996 of  1,800,000
          shares and is contacting the registered  shareholders  to determine if
          appropriate  consideration  was received  for the shares.  If not, the
          Company may cancel such shares.  In the financial  statements  for the
          year ended May 31, 1996,  the shares have been recorded as outstanding
          with no consideration received for their issuance.

     I.   During Fiscal 1996,  the Company sold an aggregate  494,700  shares of
          common stock, both registered under Regulation S and unregistered, for
          an aggregate sum of approximately $618,000.

     J.   In July 1995,  the Company  filed a Form S-8 with the  Securities  and
          Exchange  Commission  to register  approximately  2,000,000  shares of
          common stock to be issued under the Company's 1995 Nonqualifying Stock
          Option Plan  ("Plan").  The Plan  provides  that stock  options may be
          issued to any person who is  performing or has been engaged to perform
          services  of  special  importance  to  management  in  the  operation,
          development and growth of the Company. The determination of the option
          price per share for any stock  option  issued under the Plan is at the
          sole discretion of the Board of Directors or their designees. The Plan
          expires on the tenth  anniversary  of its approval  and all  ungranted
          stock options shall expire. During


                                      F-10
<PAGE>


          1996, the Company issued a total of 500,000 options, all of which were
          immediately exercised by the receiving parties on the respective grant
          dates.

     K.   During  fiscal  year  end  1997,   126,531  options  were  granted  as
          consideration  for  various  services  received  by the  Company.  The
          Company also issued  500,000  shares of its common stock in connection
          with  certain   management   services  and  the   acquisition  of  its
          formulation costs (See Note 7).

     L.   As payment  for his  salary the  Company  president  accepted  171,400
          shares  of the  Company's  common  stock in lieu of cash.  The  shares
          issued were based on $60,000 of compensation  which  represented  less
          than the total  amount  owed for fiscal  1997.  The  remaining  unpaid
          compensation  of $31,250 has been  included  in  Accounts  payable and
          accrued expenses at May 31, 1997.

4.   COMMITMENTS

     The Company's prior  executive  office lease was terminated in August 1997.
     That lease required payments of approximately $2,100 per month. The Company
     has entered into a new lease for office space commencing June 1, 1997. This
     lease requires monthly rent payments of approximately $3,400.

     The Company leases  telecommunication,  reproduction and computer equipment
     and office  furnishings under long-term  operating lease agreements.  These
     lease agreements  require cumulative monthly payments of approximately $592
     per month for the terms of the respective  leases expiring  between October
     1998 and January 2001.

     Total rent  expense  was  approximately  $64,000 for the year ended May 31,
     1997.

     Future minimum noncancellable lease payments are as follows:

                        Year ending          US$
                           May 31,          Amount
                        -----------       ---------
                            1998          $ 49,650
                            1999            40,853
                            2000            43,762
                            2001            43,762
                            2002            40,115
                                          --------
                           TOTALS         $218,142
                                          ========
                                         


                                      F-11
<PAGE>


     In addition,  all contracts,  joint ventures and licensing  agreements have
     either expired or have been terminated by the Company's new management.

5.   CONTINGENCIES

     The SEC is  investigating  the  activities of this company and those of the
     previous   management.   Current  management  strongly  believe  that  this
     investigation  will have no effect on the  current  position of the Company
     and its ability to operate and trade on the NASDAQ bulletin board.

6.   SHAREHOLDER LOANS

     As of May 31, 1997, the Company was obligated to certain  shareholders  for
     Bridge Loans in the amount of $315,000.  These loans have been  advanced to
     the  Company as needed to satisfy  working  capital  requirements  and bear
     interest at 10% per annum. During the fiscal year ended May 31,1998,  these
     Bridge Loans were satisfied in exchange for common stock.

7.   SUBSEQUENT EVENTS

     A.   During June 1997 the Company  approved the issuance of 3,000  employee
          stock warrants to purchase stock at $.50 per share and the issuance of
          1,727,772  warrants to directors to purchase shares at $.35 per share.
          In  addition,  the Company  chairman  was granted  91,504  warrants to
          purchase shares at $.35 per share and Rollins International,  Inc. and
          Anand Inc. were issued 20,000 and 30,000  warrants  respectively at an
          exercise  price of $.50 per share.  Because  these  warrants have been
          issued  at  amounts  that  approximate  the fair  market  value of the
          Company's  stock,  no  compensation  will be  required  to be recorded
          during fiscal year end 1998 under Accounting  Principles Board Opinion
          No. 25, "Accounting for Stock Issued to Employees".

     B.   As  consideration  for the  acquisition of its  formulation  costs the
          Company issued 500,000 shares of its $0.001 par value common stock and
          paid $100,000 to a former employee of the Company and entities related
          to him. Because the Company believes it already had legal title to its
          formulation costs prior to the acquisition,  the Company has commenced
          an action in the  Ontario  Court to  recover  certain  technology  and
          amounts paid as  consideration.  The Company also plans to commence an
          action in the U. S. District Court to cancel the shares issued as well
          as shares  issued to other  parties  through the  exercise of options,
          whereby  adequate  consideration  was  not  received  by the  Company.
          Accordingly,  the shares issued in connection  with the



                                      F-12
<PAGE>


     acquisition of the formulation  costs have been recorded  without regard to
     their value because of the circumstances surrounding their issuance.

8.   OTHER RECEIVABLES

     Included in Other receivables are $40,361 of goods and services tax.

9.   STOCK OPTIONS

     The  following  table  summarizes  the activity  with regard to options and
     warrants for the year ended May 31, 1997.

                                         Options       Warrants       Price
                                         -------       --------       -----
       Outstanding at May 31, 1996            --         --

       Granted                           768,000         --        $5.00-$50,000

       Exercised                        (768,000)        --

       Expired                                --         --

       Retired                                --         --
                                        --------   -------- 
       Outstanding at May 31, 1997            --         --
                                        ========   ======== 

     During fiscal year ended May 31, 1997 the company  granted  768,000 options
     to certain  individuals  and entities.  Included in this amount are 126,531
     options  issued as  consideration  for  services  received by the  Company.
     Immediately  after there  issuance  these  options were  exercised  and the
     shares  obtained were sold in the open market by the respective  parties to
     generate the funds necessary to "pay" for the services received.

     The remaining parties receiving options granted during 1997 exercised those
     options, according to management, for negligible amounts. As stated in Note
     7, the  company is seeking to cancel all shares  issued to parties  through
     the exercise of options obtained for little or no consideration.

     Because of the events  surrounding  the issuance of shares  obtained by the
     exercise of options the company  has not  recorded  any expense  related to
     their issuance except for those options discussed in Note 3K.



                                      F-13
<PAGE>


10.  STOCK-BASED COMPENSATION

     In fiscal 1997, the Company  adopted the disclosure  provisions of SFAS No.
     123,  "Accounting for Stock-Based  Compensation".  For disclosure purposes,
     the fair  value of  options  is  estimated  on the date of grant  using the
     Black-Scholes  option  pricing  model with the following  weighted  average
     assumptions  used for stock options  granted  during fiscal year ending May
     31, 1997:  annual  dividends of $0;  expected  volatility of 50%; risk free
     interest rate of 7%; and expected life of one month.  The weighted  average
     fair  values of stock  options  granted  during  the year was $.08.  If the
     Company had recognized  compensation  cost in accordance with SFAS No. 123,
     the  Company's  pro forma net loss and net loss per share  would  have been
     $2,320,553 and $.24 for the year ended May 31, 1997.

11.  NON-CASH IMPUTED STOCK COMPENSATION

     In  accordance  with SEC rules the  Company is  required to value stock and
     options  issued for  services by reference to the makret price of the stock
     on the date of such  issuance.  In this  regard the  Company  has  recorded
     compensation  expense  on the  income  satatement  of  $1,360,580,  $7, and
     $30,565 for the years ending May 31, 1997, 1996 and 1995 respectively. Such
     compensation expense has no effect on the total equity of the Company.


                                      F-14
<PAGE>


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

On December 23, 1996, the Company engaged the certified  public  accounting firm
of Feldman  Radin & Co.,  P.C.  as its outside  auditors to audit the  Company's
annual financial statements for the fiscal year ending May 31, 1996 and to audit
amended financial statements for the preceding two year period.

On October 7, 1996, the accounting  firm of Scott Hatfield & Associates,  P. C.,
resigned as the Company's independent auditors as a result of disagreements with
the  Company  on matters  of  accounting  principles  and  practices,  financial
disclosure,  and reportable events. On April 1, 1997, the Company entered into a
settlement agreement with Mr. Hatfield whereby the Company has agreed to pay him
$3,000 to settle his claims for unpaid professional fees.

On October 14, 1996, the Company filed a Form 8-K with the SEC to report that as
of October 15, 1996, the Company would be engaging  Terence J. Dunne,  Certified
Public  Accountant,  as its  independent  auditor  for  1996 in  place  of Scott
Hatfield & Associates,  P.C. Mr. Dunne's engagement letter appears as Exhibit 16
to the Form  8-K  that was  filed by the  Company  on  October  14,  1996 and is
incorporated herein by reference.

On October 24, 1996, after having reviewed  various  information on the Company,
Mr.Dunne  withdrew  as an auditor of the  Company for the fiscal year ending May
31,1996.  Prior to his withdrawal,  Mr. Dunne did not furnish any reports on the
financial  statements  of the Company.  Mr.  Dunne's  resignation  letter to the
Company  appears as Exhibit 16 to the Form 8-K that was filed by the  Company on
October 29, 1996 and is incorporated herein by reference.

Neither a  representative  of Scott  Hatfield &  Associates,  P.C. or Mr.  Dunne
responded to the Company's request for a written response to the  aforementioned
Form 8-K's that were filed by the  Company  pursuant  to Item 304 of  Regulation
S-K.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The  following  provides  certain  information   concerning  the  directors  and
executive officers of the Company and its subsidiaries as of May 31, 1997. Since
the  previous  management,  except for Mr.  MacMillan,  resigned on November 29,
1996, and did not provide all corporate  records  relating to corporate  actions
for the fiscal year ending May 31, 1996,  the Company has  provided  current and
accurate information on its management since November 29, 1996.

Name                                 Aqe                         Position
----                                 ---                         --------

A. Roy MacMillan                     66                     Director, President

D. Friedenberg                       45                     Director, Treasurer

Daniel W. Dowe                       35                     Director, Secretary

A. Roy  MacMillan,  66, was  appointed to the  Company's  Board of Directors and
became a Vice President on October 15, 1995. He has extensive experience in both
the private and public sectors. From 1992 to 1994 he was a consultant to Ontario


                                       15
<PAGE>


Hydro  International and for several engineering  companies in Alberta,  Canada.
From 1989 to 1991 he was a consultant to the Canadian International  Development
Agency on  export  finance.  From 1984 to 1990,  he had  worked  extensively  on
international  business and trade development  matters and was once President of
Brascan  International,  a subsidiary of Brascan Ltd. (a large Canadian  holding
company) and founder of NDX Corporation,  a company which pioneered  information
storage and retrieval systems.

Douglas  S.  Friedenberg,  45,  has  been  the  President  of  Firebird  Capital
Management,  a financial  advisory firm, since March, 1993 and currently manages
two private  investment funds for Firebird.  He also writes a regular column for
HFR Journal, a quarterly  publication for the investment  industry.  In 1991, he
co-founded and became  President of Unicorn  Capital  Management,  an investment
management firm. From 1983 to 1991, he managed private investment portfolios for
Morgan  Stanley,  Inc. large New York  City-based  investment  banking firm. Mr.
Friedenberg currently serves as a Director of Datametrics Corporation.

Daniel W. Dowe,  35, is an attorney  and the founder of Dowe & Dowe,  a New York
City-based  law  firm.  From  1993 to  present,  Mr.  Dowe has  been  practicing
corporate and securities  law. From 1990 to 1993,  upon  graduating from Fordham
University  School of Law, Mr. Dowe was an associate at a New York City law firm
concentrating on international trade matters.

G.  Colin  Rayner,  56,  is an  Ontario  Barrister  and  solicitor  since  1956,
specializing in Corporate, Commercial and Tax law. On June 3, 1997, Mr. G. Colin
Rayner was removed from the Board of Directors and as an officer of the Company,
pursuant to an affirmative vote of the majority of the Board of Directors.

Item 11. Executive Compensation

                           SUMMARY COMPENSATION TABLE

In light of the substantial  change of management in the Company on November 29,
1996, the following table sets for the current management of the Company and not
the management of the Company for the period commencing May 31, 1996 to November
29,  1996.  The  Company's  decision to reflect the current  management  in this
filing is  attributable  to the lack of  definitive  information  on the  proper
election of former  directors  and officers of the Company prior to November 29,
1996,  and the  actual  cash  and  stock  compensation  received  by the  former
management  pursuant to established  corporate  procedures and the disclosure of
the same under the U.S.  securities laws.  However,  notwithstanding the lack of
specific information on each former employees  compensation the Company believes
its  financial  statements  accurately  disclose  all Company  expenses  for the
reported  period.  None of the current  directors  or officers  have  employment
contracts with the Company.



                                       16
<PAGE>


                                                          Long-Term Compensation
                             Annual compensation          Awards         Payouts

                                                       Securi-
                                                        ties
Name                              Other                Underly-              All
and                               Annual   Restrict-     ing               Other
Princi-                           Compen-  ed Stock    Options/   LTIP   Compen-
pal            Salary    Bonus    sation   Awards       SARs     Payouts  sation
Position/Year   ($)      ($)        ($)      (#)         ($)       ($)       ($)
--------------------------------------------------------------------------------
A. Roy
MacMillan,
President
(1)(2)(3)     $150,000                     319,850

Douglas
Friedenberg,
Treasurer
(1)(2)(3)

Colin
Rayner,
(1)

Daniel
Dowe,
Secretary
(1)(2)(3)

(1) Except for Mr.  Dowe and Mr.  Rayner,  all  directors  and  officers  of the
Company  commenced  their  employment on November 30, 1996.  Mr. Rayner became a
director in December,  1996 and was removed from the Board on June 3, 1997.  Mr.
Dowe became a director in March,  1997.  Prior to November 29, 1996,  and during
the fiscal year ending May 31, 1996, except for Mr.  MacMillan,  the Company was
managed by an entirely  different  board of directors and officers,  that either
voluntarily resigned or were asked to resign by the new management. Although the
financial  statements for the period properly reflect  expenses  incurred by the
Company,  since there are ongoing  disputes  relating to the  issuance of common
stock and common stock options and the proper classification of cash payments to
the former  management,  the Company has elected to provide current and accurate
information regarding the compensation of the present management only.

(2) In lieu of salary,  and until such time as the Company has adequate  capital
resources to pay cash  compensation to its management,  Mr. MacMillan has agreed
to accept  171,400  shares of common  stock in exchange  for his accrued  unpaid
annual  salary of  $60,000.00  which was  accrued  up to March  31,  1997.  This
exchange  of unpaid  accrued  salary  for common  stock was at the then  current
market rate of $.35 per share.  On June 1, 1997,  Mr.  MacMillan  was granted an
additional  98,450  shares of common stock in exchange for  $31,504.00 of unpaid
accrued salary,  from April 1,1997 to May 31, 1997 which common stock was issued
at the then current market price of $.32 per share.  As part of Mr.  MacMillan's
agreement  to accrue his salary,  the Company  granted him a warrant to purchase
one  share of  common  stock  at the  exercise  price of $.35 for a period  that
expires on February 1, 2000,  for each $1 of salary that Mr.  MacMillan  accrued
until May 31, 1997. As of the filing of this annual  report,  Mr.  MacMillan has
earned a warrant to


                                       17
<PAGE>


purchase 91,504 shares of common stock for accruing $91,504.00 of unpaid salary.
In  addition,  in November,  1996,  Mr.  MacMillan  exercised a stock option for
50,000  shares of common stock that was granted to him upon his  acceptance of a
directorship.  Mr. MacMillan's current annual base compensation is $150,000. Mr.
Dowe  received  64,857 shares of common stock in payment for $22,700 of services
rendered to the Company.  From  November,  1997 to May 31, 1997,  Mr. Dowe's law
firm, Dowe & Dowe, received approximately $40,000.00 for legal services rendered
to the Company.

(3) On June 25, 1997, the Company issued an aggregate of 1,727,772 stock options
to its  directors  as an incentive  for future  performance.  Of these  options,
Messrs. MacMillan, Friedenberg and Dowe each received 575,924 options. The stock
options are  exercisable  when issued at then  current  market price of $.35 per
Share and will expire on June 25, 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The  following  table shows the amount of common stock owned as of May 31, 1997,
by each director and officer and affiliates and by all directors and officers as
a group.  Each  individual  has  beneficial  ownership  of the shares  which are
subject to an unexercised stock options and stock warrants held by him, and each
individual has sole voting power and sole  investment  power with respect to the
number of shares beneficially owned:

                             Amount and Nature
Name and Address               of Beneficial                  Percent of
of Beneficial owner              ownership                     Class (1)
-------------------              ---------                     ---------

A. Roy MacMillan,                   319,850                      2.88%
Director, President
2525 Tedlo Street
Mississauga, Ontario
L5A 4A8

Douglas Friedenberg,              2,119,192                     19.05%
Director, Treasurer
1775 Broadway
New York, New York 10019

All Directors and
officers as a group               2,439,042                     21.93%

(1) The class includes stock options and stock warrants granted to the directors
and  officers  prior to May 31,  1927  which  are  deemed by the  Company  to be
acquirable by the beneficial  owner within 60 days of this filing by exercise of
the option or warrant.  This Table  includes  the common  stock  issuable to the
Friedenberg  Entities in exchange for the outstanding  principal and interest on
the Debenture.  The Company has elected not to include in this Table  subsequent
common stock or common stock equivalent  acquisitions by the directors after May
31, 1997, to enable the financial  statements and the  disclosures  contained in
this report to be comparable.


                                       18
<PAGE>


a.   Section 16(a) Beneficial Ownership Reporting Compliance

A. Roy MacMillan became a director and officer in October, 1996. On September 5,
1997, Mr.  MacMillan  filed Form 3, Form 4 and Form 5 (for the period ending May
31,  1997).  Form 3 covered  one  transaction  involving  an exercise of a stock
option  for  50,000  shares of common  stock.  Form 5  recorded  one  additional
transaction not previously  disclosed,  whereby Mr.  MacMillan  received 171,400
shares of common stock in exchange for services rendered.  Form 4, which was due
on July 15, 1997,  disclosed  two  acquisitions  of 71,248 and 98,450  shares of
common  stock  that were  issued  to Mr.  MacMillan  in  exchange  for  services
rendered,  an  acquisition  of a stock option for 575,924 shares of common stock
for services  rendered and a warrant to purchase  91,504  shares of common stock
that was received for deferring compensation.

Mr. Friedenberg became a director and officer in November, 1996. On September 5,
1997, Mr. Friedenberg filed Form 3, Form 4 and Form 5 (for the period ending May
31, 1997) as beneficial  owner of common stock,  common stock options and common
stock warrants. Form 3 covered 585,000 common shares acquired by the Friedenberg
Entities  prior to Mr.  Friedenberg  becoming a director of the Company.  Form 5
recorded  one  additional  transaction  not  previously  disclosed  whereby  Mr.
Friedenberg and the Friedenberg  Entities acquired an additional  450,000 shares
of  common  stock.  Form 4,  which  was  due on July  15,  1997,  disclosed  the
acquisition  by the  Friedenberg  Entities of 906,850 shares of common stock and
304,000 warrants to purchase common stock and Mr. Friedenberg's acquisition of a
stock option to purchase 575,924 shares of common stock.

Daniel W. Dowe became a director in March,  1997. On September 5, 1997, Mr. Dowe
filed Form 3, Form 4 and Form 5 (for the period ending May 31, 1997). Form 3 was
filed to  disclose  his  official  status and no  ownership  of  equity.  Form 5
recorded one additional  transaction not previously  disclosed  whereby Mr. Dowe
received a stock option for 575,924  shares of common  stock.  Form 4, which was
due on July 15, 1997,  disclosed  the  acquisitions  of 64,857  shares of common
stock that were received in exchange for services rendered.

The above  transactions that occurred prior to May 31, 1997, were disclosed in a
Form 10-K/A that was filed for the period ending May 31, 1996 in June,  1997. In
the past nine  months,  the Company was  dedicated to  completing a  substantial
reorganization,  which was the cause of the delay in timely  filing all  reports
required to be filed under Section 16(a).

Item 13. Certain Relationships and Related Transactions

Mr. Friedenberg is a principal shareholder of the Company in addition to being a
director and officer.  The Company also  sub-leases  office space from an entity
controlled by Mr. Friedenberg at a rate of $1,000 per month.

In addition to serving as a director of the company, Mr. Dowe's law firm, Dowe &
Dowe,  provides legal services to the Company.  While the relationships  between
the Messrs.  Friedenberg and Dowe in their capacity as directors and officers of
the  Company  and  as  service  providers  to  the  Company,  appear  to be of a
conflicting  nature,  both Messrs.  Friedenberg and Dowe, have agreed to provide
these  services to the Company with the intention of assisting the Company while
it was in poor financial condition.  As of May 31, 1997, Mr. Dowe's law firm has
received  approximately  $40,000.00  for  services  rendered  over a seven month
period and he will most likely receive additional compensation in the form of


                                       19
<PAGE>


either  cash,  stock  options or common stock for his services as a director and
for the  substantial  amount of legal  services his law firm has rendered to the
Company.

                                     PART IV

Item 14.          Exhibits, Financial Statement Schedules, and
                  Reports on Form 8-K
                                                                            Page
(A)               The  following financial statements and                 
                  supplementary data are included in                      
                  Part II Item 8                                          
                                                                          
Index to Financial statements and Supplementary                             F-1
Financial Data                                                            
                                                                          
Report of Independent Certified Public Accountants                          F-2
                                                                          
Financial Statements:                                                     
                                                                          
Balance Sheet, May 31, 1997 and 1996                                        F-3
                                                                          
Statement of Operations, Years Ended May 31,                                F-4
1997, 1996 and 1995                                                       
                                                                          
Statement of Changes in stockholders' Equity,                               F-5
Years Ended December 31, 1997, 1996, 1995                                 
and 1994                                                                  
                                                                          
Statement of Cash Flows, Years Ended May 31,                                F-6
1997, 1996 and 1995                                                       
                                                                          
Notes to Financial Statements                                               F-7
                                                                     
All other schedules are omitted because they are not 
applicable or the required information is shown in the 
financial statements or notes thereto.

(B) Exhibits to be included herein:

Exhibit                                               Incorporated Document
-------                                               ---------------------

3(i)    --     Articles of Incorporation              Form 10-K/A for the
                                                      period ending May 31,
                                                      1996

3(ii)   --     By-Laws                                Form 10-K/A for the
                                                      period ending May 31, 1996

4       --     10% Convertible Debenture              Form 10-K/A for the
               and Warrant Agreement                  period ending May 31,
                                                      1996



                                       20
<PAGE>


Exhibit                                               Incorporated Document

21      --     Subsidiaries of the Company            Form 10-K/A for the
               and Warrant Agreement                  period ending May 31,
                                                      1996

99      --     Battista Agreement                     Form 10-K/A for the
               and Warrant Agreement                  period ending May 31,
                                                      1996

99      --     Supercrete N/A Limited
               Agreement dated December 20,
               1996

(C) Reports on Form 8-K

On October 14, 1996, the Company filed a Form 8-K with the SEC to report that as
of October 15, 1996 the Company  would be engaging  Terence J. Dunne,  Certified
Public  Accountant,  as its  independent  auditor  for  1996 in  place  of Scott
Hatfield  &  Associates,   P.C.  All   information   regarding  this  action  is
incorporated by reference to the Form 8-K filed on October 14, 1996.

On October 29, 1996, the Company filed a Form 8-K with the SEC to report receipt
of  Terence  J.  Dunne's  resignation  letter to the  Company.  All  information
regarding  this action is  incorporated  by  reference  to the Form 8-K filed on
October 29, 1996.



                                       21
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934,  Stratford  Acquisition  Corporation  has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized:

STRATFORD ACQUISITION CORPORATION


By:
   ----------------------------------------
   Daniel W. Dowe, President


By:
   ----------------------------------------
   Douglas Friedenberg, Treasurer


Dated: May 20, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in capacities and on the dates indicated:


                                                                 Dated
                                                                 -----

--------------------------------            Director          May 20, 1998
Daniel W. Dowe



--------------------------------            Director          May 20, 1998
William K. Lavin


--------------------------------            Director          May 20, 1998
Douglas Friedenberg


--------------------------------            Director          May 20, 1998
Edward J. Malloy






                                       22