<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

(MARK ONE)

     [X]             QUARTERLY REPORT UNDER SECTION 13 OR
                 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE QUARTERLY PERIOD ENDED
                                 JUNE 30, 1999

                                       OR

     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-24839

                        WESTFORD ACQUISITION CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   DELAWARE                              52-2102435

        (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

                  1504 R STREET, N.W., WASHINGTON, D.C. 20009
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  202/387-5400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicated by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the last 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                  Yes  X    No

Indicate the number of shares outstanding or each of the issuer's classes of
common equity, as of the latest practicable date.

     Class                                Outstanding at June 30, 1999

     Common Stock, par value $0.0001      4,650,000
<PAGE>

PART I

Item 1.   FINANCIAL STATEMENTS

          ATTACHED

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          Overview
          --------

          Baja Food Concepts, Inc., the Company's only subsidiary at June 30,
          1999 is an existing company with one operating themed fast food
          restaurant, "Cisco & Pancho", located in Sarasota, Florida.  Cisco &
          Pancho specializes in gourmet burritos, tacos, empanadas served with
          homemade salsas.  The store colors and design have Mexican accents.
          During peak hours, a Cisco & Pancho restaurant requires approximately
          three to five employees.  The Cisco & Pancho restaurant opened in
          February 1999 and has not yet had significant operations.

          Management anticipates that it will open additional Cisco & Pancho
          restaurants and will begin franchise development of Cisco & Pancho in
          1999.

          Management of Baja Food are also officers, directors and shareholders
          of South Beach Concepts, Inc. a theme-based fast food restaurant and
          franchise company.  Westford Acquisition has entered into a letter of
          intent with South Beach Concepts, Inc. to merge Westford Acquisition
          into South Beach Concepts.  There is no assurance that such merger
          will occur.

          Results of Operations
          ---------------------

          Six Months Ended June 30, 1999 Compared to Six Months Ended
          June 30, 1998

          Due to incorporating on June 2, 1998 and the nature of the Company, no
          revenues had been received for the six months ended June 30, 1998.
          Although an acquisition was made during the six months ended June 30,
          1999, no revenues have been recorded to date.  The primary reason for
          this is the fact that the Company continues as a development stage
          company.

          As such, the Company had minimal expenses during the six-month periods
          ended June 30, 1999 and 1998.

          Liquidity and Capital Resources
          -------------------------------

          As of June 30, 1999 the Company's current liabilities exceeded its
          current assets by $57,249.

          As of June 30, 1999 the Company had no material commitments for
          capital expenditures.

                                       2
<PAGE>

Item 3.   DESCRIPTION OF PROPERTIES

          The Company currently maintains it principal offices in Sarasota,
          Florida.  The company is currently paying no rent.  Upon commencement
          of operations, an agreed upon lease will be entered.

PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          There are no legal proceedings against the Company and the Company is
          unaware of such proceedings contemplated against it.

ITEM 2.   CHANGES IN SECURITIES

          Pursuant to an Agreement and Plan of Reorganization (the "Exchange
          Agreement") dated April 14, 1999 between Baja Food Concepts, Inc.
          ("Baja Food"), a Florida corporation, its shareholders, and Westford
          Acquisition Corporation  (the "Company"), a Delaware corporation all
          the outstanding shares of common stock of Baja Food were exchanged for
          shares of common stock of the Company.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

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

          The Exchange Agreement was adopted by the unanimous consent of the
          Board of Directors of the Company and approved by the unanimous
          consent of the shareholders of the Company on April 14, 1999.  The
          Exchange Agreement was adopted by the unanimous consent of the Board
          of Directors of Baja Food and by the written unanimous consent of the
          shareholders of Baja Food on April 14, 1999.

ITEM 5.   OTHER INFORMATION

          Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

          --  Certificate of Incorporation filed as an exhibit to the Company's
          registration statement on Form 10-SB (File No. 0-24839) filed on
          August 27, 1998 which is incorporated herein by reference.

          --  By-Laws filed as an exhibit to the Company's registration
          statement on Form 10-SB (File No. 0-24839) filed on August 27, 1998
          which is incorporated herein by reference.

          (b)  Reports on Form 8-K

                                       3
<PAGE>

          Form 8-K was filed on May 23, 1999 reporting acquisition of Baja Food
          Concepts, Inc. during the quarter ended June 30, 1999.

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

          WESTFORD ACQUISITION CORPORATION


          By:  /s/ Thomas N. Burnham
               ------------------------------
               Thomas N. Burnham, President

          Dated:  August 19, 1999

                                       4
<PAGE>

-------------------------------------------------------------------------------

                 WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS

-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    ASSETS

                                                                               June 30,        December 31,
                                                                                 1999              1998
                                                                              (Unaudited)        (Audited)
                                                                           --------------     --------------
<S>                                                                        <C>                <C>
Current Assets:
     Cash                                                                  $          971     $          416
                                                                           --------------     --------------
         Total Current Assets                                                         971                416
                                                                           --------------     --------------

Property and Equipment:
     Office Equipment                                                               4,253                  0
     Software / Computer Equipment                                                  1,000                  0
         Less: Accumulated Depreciation                                                 0                  0
                                                                           --------------     --------------
         Total Property and Equipment                                               5,253                  0
                                                                           --------------     --------------

Investments and Other Assets:
     Deferred Syndication Costs                                                    30,000                  0
     Goodwill                                                                      22,760                  0
                                                                           --------------     --------------
         Total Investments & Other Assets                                          52,760                  0

                                                                           ==============     ==============
Total Assets                                                               $       58,984     $          416
                                                                           ==============     ==============

                      LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
     Notes Payable                                                         $       58,220     $            0
                                                                           --------------     --------------
         Total Current Liabilities                                                 58,220                  0
                                                                           --------------     --------------

Long - Term Liabilities:                                                                0                  0
                                                                           --------------     --------------

Stockholders' Equity:
     Common Stock - $.0001 par value
         Authorized 100,000,000 shares
         Issued 4,650,000 shares                                                      465                500
     Preferred Stock - $.0001 par value
         Authorized 20,000,000 shares
         Issued  - 0 - shares                                                           0                  0
     Additional Paid In Capital                                                         5                 75
     Accumulated Earnings / (Deficit) During Development Stage                        294               (159)
                                                                           --------------     --------------
         Total Stockholder's Equity                                                   764                416

                                                                           ==============     ==============
Total Liabilities and Stockholders' Equity                                 $       58,984     $          416
                                                                           ==============     ==============
</TABLE>

                            See accompanying notes.
<PAGE>

-------------------------------------------------------------------------------
                 WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE PERIODS ENDED

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Three Months Ended       Six Months Ended
                                                                            June 30, 1999           June 30, 1999       December 31,
                                                                        1999         1998         1999         1998        1998
                                                                    (Unaudited)   (Unaudited)  (Unaudited)  (Unaudited)  (Audited)
                                                                    ------------  -----------  -----------  -----------  ----------
<S>                                                                 <C>           <C>          <C>          <C>          <C>
Net Sales                                                           $          0  $         0  $         0  $         0  $        0

Cost Of Sales                                                                  0            0            0            0           0
                                                                    ------------  -----------  -----------  -----------  ----------

     Gross Profit                                                              0            0            0            0           0
                                                                    ------------  -----------  -----------  -----------  ----------

General and Administrative  Expenses:

     Bank Fees                                                                82           12           82           12          84
     Organization Fee Expense                                                  0            0            0            0          75
                                                                    ------------  -----------  -----------  -----------  ----------

     Total Operating Expenses                                                 82           12           82           12         159
                                                                    ------------  -----------  -----------  -----------  ----------

                                                                    ============  ===========  ===========  ===========  ==========
Net Earnings                                                        $        (82) $       (12) $       (82) $       (12) $     (159)
                                                                    ============  ===========  ===========  ===========  ==========

     Net Earnings / (Loss) Per Share:
     Net Earnings / (Loss)                                          $      (0.00)  $    (0.00) $     (0.00) $     (0.00) $    (0.00)
     Weighted Average Number of Common Shares Outstanding              4,650,000      833,333    4,650,000      833,333   2,916,667
</TABLE>
<PAGE>

--------------------------------------------------------------------------------

                 WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Earnings/(Deficit)
                                                                             Additional                          Accumulated
June 2, 1998 (Date of Inception)            Preferred          Common          Paid In         Treasury         During Devel-
        To June 30, 1999                      Stock            Stock           Capital          Stock           opment Stage
-------------------------------            -------------    -------------   --------------   -------------    ----------------
<S>                                        <C>              <C>             <C>              <C>             <C>
June 2, 1998                               $           0    $           0   $            0   $           0    $              0

Issuance of Common Stock                               0              500               75               0                   0

Net Loss - 1998                                                                                                           (159)
                                           -------------    -------------   --------------   -------------      ----------------

Total Stockholders' Equity
As of December 31, 1998                                0              500               75               0                (159)

Acquisition of Treasury Stock at No                    0                0              (70)           (465)                535

Retirement of Common Stock                             0             (465)               0             465                   0

Issuance of Common Stock During
  Acquisition of Baja Food Concepts                    0              430                0               0                   0

Net Loss - 1999                                        0                0                0               0                 (82)
                                           -------------    -------------   --------------   -------------      ----------------

Total Stockholders' Equity
As Of June 30, 1999                        $           0    $         465   $            5   $           0      $          294
                                           =============    =============   ==============   =============      ================

<CAPTION>
                                               Total
June 2, 1998 (Date of Inception)           Stockholders'
        To June 30, 1999                       Equity
-------------------------------            ---------------
<S>                                        <C>
June 2, 1998                               $             0

Issuance of Common Stock                               575

Net Loss - 1998                                       (159)
                                           ---------------

Total Stockholders' Equity
As of December 31, 1998                                416

Acquisition of Treasury Stock at No                      0

Retirement of Common Stock                               0

Issuance of Common Stock During
  Acquisition of Baja Food Concepts                    430

Net Loss - 1999                                        (82)
                                           ---------------

Total Stockholders' Equity
As Of June 30, 1999                        $           764
                                           ===============
</TABLE>

                            See accompanying notes.
<PAGE>

--------------------------------------------------------------------------------

                 WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                             FOR THE PERIODS ENDED
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         June 30,            December 31,
                                                                           1999                  1998
                                                                       (Unaudited)            (Audited)
                                                                      ---------------       ---------------
<S>                                                                   <C>                   <C>
Cash Flow from Operating Activities:
  Net Income / (Loss)                                                 $           (82)      $          (159)

  Adjustments To Reconcile Net Income / (Loss) To Net
   Cash (Used) / Provided in Operating Activities:                                  0                     0

                                                                      ---------------       ---------------

      Total Adjustments                                                             0                     0
                                                                      ---------------       ---------------

  Net Cash (Used) / Provided by Operating Activities                              (82)                 (159)


Cash Flow From Investing Activities:
     Cash Received During Acquisition                                             637                     0
                                                                      ---------------       ---------------

  Net Cash Provided by Investing Activities                                       637                     0


Cash Flow From Financing Activities:
     Proceeds From Issuance of Common Stock                                         0                   575
                                                                      ---------------       ---------------

     Net Cash Provided by Financing Activities                                      0                   575
                                                                      ---------------       ---------------


Net Increase / (Decrease) in Cash                                                 555                   416

Cash at the Beginning of the Period                                               416                     0
                                                                      ---------------       ---------------

Cash at the End of the Period                                         $           971       $           416
                                                                      ===============       ===============
</TABLE>

            Supplemental Schedule on Non-cash Investing Activities:

<TABLE>
          <S>                                         <C>
            Fair Value of Assets Acquired             $   58,650
            Fair Value of Capital Stock Issued               430
                 Liabilities Assumed                  $   58,220
</TABLE>

                            See accompanying notes.
<PAGE>

                WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                Notes To the Consolidated Financial Statements
                               June 30,1999


Note 1 - Basis of Presentation:
         ---------------------

         The accompanying unaudited financial statements have been prepared by
         Westford Acquisition Corporation (the "Company") in accordance with
         generally accepted accounting principles for interim financial
         statements and with the instructions to Form 10-QSB and Item 310 of
         Regulation S-B. Accordingly, they do not include all of the information
         and disclosures required by generally accepted accounting principles
         for complete financial statements. In the opinion of the Company's
         management, all adjustments (consisting of normal recurring accruals)
         necessary for a fair presentation have been included. Results of
         operations for the six-month period ended June 30, 1999 are not
         necessarily indicative of future financial results. For further
         information, refer to the financial statements and footnotes thereto
         for the fiscal year ended December 31, 1998, included with the
         Company's Form 10-KSB, as filed with the Securities and Exchange
         Commission.

A)       Consolidation

         At June 30, 1999, the Company has a wholly - owned subsidiary, Baja
         Food Concepts, Inc. (Baja).

         The consolidated financial statements include the accounts of the
         Company and its subsidiary. All significant inter-company transactions
         and balances have been eliminated in consolidation.

B)       Property and Equipment

         Property and equipment are carried at cost less accumulated
         depreciation. Depreciation is calculated by using the straight-line
         method for financial reporting and accelerated methods for income tax
         purposes. The reclassifications for these assets are as follows:

                                               Years
                                               -----
             Office Equipment                     7
             Software / Computer Equipment        3

         Expenditures for maintenance and repairs are charged against income as
         incurred whereas major improvements are capitalized.

         Due to the recent acquisition, no depreciation has been taken to date.

C)       Amortization

         Goodwill, which represents the excess of the cost of Baja over the fair
         value of their net assets at the date of acquisition, is being
         amortized using the straight-line method over a period of fifteen (15)
         years. Due to the recent acquisition, no amortization expense has been
         taken to date.

D)       Net Earnings Per Common Share

         Net earnings per common share are shown as both basic and diluted.
         Basic earnings per common share are computed by dividing net earnings
         less any preferred stock dividends (if applicable) by the weighted
         average number of shares of common stock outstanding. Diluted earnings
         per common share are computed by dividing net income less any preferred
         stock dividends (if applicable) by the weighted average number of
         shares of common stock outstanding plus any dilutive common stock
         equivalents.
<PAGE>

                WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                Notes To the Consolidated Financial Statements
                               June 30, 1999

Note 1 - Basis of Presentation (continued):
         ---------------------

E)       Accounting Pronouncements

         The Company has adopted the provisions of the AICPA's Statement of
         Position (SOP) No. 98-5 "Reporting on the Costs of Start-Up
         Activities", which requires that all costs related to a companies
         start-up activities should now be expensed during the period incurred
         rather than capitalized and amortized over a period of time. As a
         result, all start-up costs have been expensed in the current period.


Note 2 - Business Combinations:
         ---------------------

         On April 14, 1999, the Company acquired Baja Food Concepts, Inc. (Baja)
         in a business combination accounted for as a purchase. Baja is
         primarily engaged in the restaurant business featuring "Baja" style
         burritos, tacos, and empanadas, all of which are served with freshly
         made gourmet salsas. The results of operations of Baja are included in
         the accompanying financial statements since the date of acquisition.
         The total cost of the acquisition was $22,760, which exceeded the fair
         value of the net assets of Baja by $22,760. The excess will be
         amortized using the straight-line method over a period of fifteen (15)
         years.

         During this combination, one hundred percent (100%) of the voting
         shares on common stock in Baja (12,200,000) were acquired in exchange
         for 4,300,000 shares of the Company's voting common stock. (See Note 3)


Note 3 - Stockholders' Equity:
         --------------------

         A.  Preferred Stock

         The Company is authorized to issued 20,000,000 shares of preferred
         stock at $.0001 par value, with such designations, voting and other
         rights and preferences as may be determined from time to time by the
         Board of Directors.

         B.  Common Stock

         The Company is authorized to issue 100,000,000 shares of common stock
         at $.0001 par value. At December 31, 1998, the Company had issued
         5,000,000 shares.

         On April 14, 1999, the Company recalled 4,650,000 shares of common
         stock (treasury stock) at no cost and proceeded to immediately retire
         them.

         On April 14, 1999, as part of the acquisition of Baja, the Company
         issued 4,300,000 shares of its common stock to the shareholders of
         Baja.
<PAGE>

                WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
                Notes To the Consolidated Financial Statements
                               June 30, 1999





Note 4 - Related Party Transactions:
         --------------------------

         During 1998, T. Burnham, president of Baja, advanced Baja $15,100.
         During March 1999, prior to the acquisition, Baja converted $10,000 of
         this advance into 10,000,000 shares of common stock of Baja, which,
         through the acquisition agreement was exchanged for the Company's
         common stock. At June 30, 1999, a balance of $5,100 remains and is
         considered payable upon demand.

         During the first quarter of 1999, prior to the acquisition, Texas
         Investment Group (a shareholder in Baja) advanced Baja $53,120. At June
         30, 1999 no amount has been repaid and the balance is considered
         payable upon demand.