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                                                                     EXHIBIT 1.1



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

        Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                                 July 30, 1999
                                Date of Report
                       (Date of Earliest Event Reported)

                          SOUTH BEACH CONCEPTS, INC.
            (Exact Name of Registrant as Specified in its Charter)

                       5969 Cattleridge Road, Suite 201
                            Sarasota, Florida 34232
                   (Address of principal executive offices)

                                 941/377-7225
                         Registrant's telephone number

                       WESTFORD ACQUISITION CORPORATION
                              1504 R Street, N.W.
                            Washington, D.C. 20009
                        Former name and former address

      Florida                                          0-24839
      (State or other                                  (Commission
      jurisdiction of                                  File Number)
      incorporation

ITEM 1.    CHANGES IN CONTROL OF REGISTRANT

     (a)  Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of April 15, 1999 between Westford Acquisition Corporation, a Delaware
corporation, and South Beach Concepts, Inc., a Florida corporation, all the
outstanding shares of common stock of Westford Acquisition Corporation were
exchanged for shares of common stock of South Beach Concepts, Inc. ("South Beach
Concepts" or the "Company") in a transaction in which South Beach Concepts was
the surviving company.

     The Merger Agreement was adopted by the unanimous consent of the Board of
Directors of Westford and approved by the unanimous consent of the shareholders
of Westford on April 15, 1999. The Merger Agreement was adopted by the unanimous
consent of the Board of Directors of South Beach and by the consent of the
shareholders of South Beach on April 15, 1999. The Merger Agreement was effected
on July 30, 1999.

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     Prior to the merger, Westford had 4,650,000 shares of common stock
outstanding which shares were exchanged on a one-for-one basis for shares of
common stock of South Beach. Prior to the effectiveness of the merger, South
Beach had an aggregate of 10,953,650 shares outstanding held by more than 300
shareholders. Upon effectiveness of the merger South Beach issued 4,650,000
shares of its common stock to the holders of the outstanding common stock of
Westford resulting in an aggregate of 15,603,650 shares of common stock
outstanding. Upon effectiveness of the merger, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, South
Beach became the successor issuer to Westford Acquisition Corporation with its
common stock deemed registered under Section 12g of the Securities Exchange Act
of 1934.

     The officers of South Beach Concepts, Inc. are the same as the former
officers of Westford Acquisition Corporation. See "Management" below. Three of
the four directors of South Beach Concepts, Inc. are the same as the three
directors of Westford. South Beach Concepts has adopted the by-laws of Westford
Acquisition Corporation.

     A copy of the Merger Agreement and amendment thereto is filed as an exhibit
to this Form 8-K and is incorporated in its entirety herein. The foregoing
description is modified by such reference.

     (b)  The following table contains information regarding the shareholdings
of South Beach Concepts' current directors and executive officers and those
persons or entities who beneficially own more than 5% of its common stock
(giving effect to the exercise of the warrants held by each such person or
entity):


                                Amount of Common         Percent of
                                Stock Beneficially       Common Stock
Name                            Owned (1)                Beneficially
Owned(2)

Thomas N. Burnham (3)                7,930,085               67.65%
Director, President
5125 Willow Leaf Drive
Sarasota, Florida 34232

Pamela H. Burnham (4)                        0                   0%
Director, Vice President,
Treasurer
5125 Willow Leaf Drive
Sarasota, Florida 34232

Keith Pratt, Director (5)              102,650                    *
4075 Joanne Court
Ann Arbor, Michigan 48103

Michael R. Hicks                        15,000                    *
217 Balboa Street
Irving, Texas 75062

All directors and                    8,047,735               68.13%
executive officers as

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a group (4 persons)

South Beach Concepts Plc (6)             4,730,000                   29.8%
29 Albermarle Street
London, England W1X 3FA

Texas International
  Group, Inc. (7)                          860,000                   18.3%
5969 Cattleridge Boulevard
Suite 201
Sarasota, Florida 34232

Mosby Investments, Inc.(8)               2,629,333                   29.8%
5969 Cattleridge Boulevard
Suite 201
Sarasota, Florida 34232

Eric Wortham                               811,562                    5.1%
306 Lockmoor
Collinsville, Illinois 62234

*      Less than 1% percent

1.   Based upon 15,885,290 outstanding shares of common stock (subsequent to the
     effectiveness of the merger South Beach has issued 281,640 shares of its
     common stock).
2.   Assumes exercise of warrants, options or other rights to purchase
     securities held by the named shareholder exercisable within six months of
     the date hereof.
3.   The 7,930,085 shares includes 3,481,562 shares of common stock which Thomas
     N. Burnham directly and 4,448,523 of which he may be deemed to be the
     beneficial owner or having voting control including 2,629,333 shares owned
     by Mosby Investments, Inc., 860,000 shares owned by Texas International
     Group, Inc., 245,787 shares owned by Dallas Investment Group, Inc., 698,415
     shares owned by Sarasota Investment Group and 14,988 shares owned by SBC
     World Ventures.

     The percentage of stock beneficially owned assumes exercise of warrants to
     purchase 8,710,000 shares of common stock of which 8,500,000 have an
     exercise price of $.0001 for an exercise period of twelve months of which
     Thomas N. Burnham owns 3,000,000 directly and may be deemed to be the
     beneficial owner of the 3,000,000 owned by Mosby Investments, Inc. and the
     2,500,000 owned by Texas International Group, Inc., over which he has
     voting control and 210,000 warrants exercisable at exercise price of $1.25
     until December 31, 1999 increasing to $2.00 until June 30, 2001 per share
     exercisable for an exercise period of twelve months from the date of grant
     thereof.

4.   Pamela Burnham is the spouse of Thomas Burnham.
5.   Includes 5,000 shares of common stock owned directly and 97,650 shares
     owned by SBC Pratt Group of which Keith Pratt may be deemed to be the
     beneficial shareholder.
6.   South Beach Concepts Plc is a public company in the United Kingdom whose
     shares are traded on the Alternative Investment Market of the London Stock
     Exchange.

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7.   The percentage of stock beneficially owned includes the 860,000 shares of
     common stock and warrants to purchase 2,500,000 shares of common stock over
     which Thomas N. Burnham has voting control and may be deemed to be the
     beneficial owner.
8.   The percentage of stock beneficially owned includes 2,629,333 shares of
     common stock and warrants to purchase 3,000,000 shares of common stock of
     which Thomas N. Burnham may be deemed to be the beneficial owner.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

     (a)  The consideration exchanged pursuant to the Exchange Agreement was
negotiated between Westford Acquisition and South Beach Concepts. On June 15,
1999, Westford Acquisition Corporation acquired Baja Food Concepts as a wholly
owned subsidiary through a stock-for-stock exchange. A Form 8-K was filed on
June 18, 1999 reporting that acquisition. The officers and directors of Baja
Food Concepts are also the primary officers and directors of South Beach
Concepts and the majority shareholder of Baja Food Concepts, Thomas Burnham, is
a principal shareholder of South Beach Concepts.

     In evaluating South Beach Concepts as a candidate for the proposed merger,
Westford used criteria such as the value of the assets of South Beach, its
business operations, its business name and reputation, its compatibility with
the business and assets of Westford's operating subsidiary, Baja Food, and the
business potential of South Beach Concepts. The Registrant determined that the
consideration for the merger was reasonable.

     (b)  South Beach Concepts intends to continue development of fast food
themed restaurant business and to further franchise operations of its fast food
restaurant concept, incorporating the themed restaurant of Baja Food, Cisco &
Pancho.

BUSINESS

     Through its wholly-owned subsidiary, Baja Food Concepts, Inc., the Company
operates a themed fast food restaurant, "Cisco & Pancho", located in Sarasota,
Florida. Cisco & Pancho specializes in gourmet burritos, tacos and empanadas
served with homemade salsa. The store colors and design have Mexican accents and
blend with both the South Beach and Pizza World designs making it compatible for
dual and triple concept properties. 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 intends to begin franchise development of Cisco & Pancho restaurants in
1999. Baja Food Concepts has commenced preparation of documentation required to
franchise the Cisco & Pancho system and anticipates that franchise development
will begin in 1999.

     South Beach Concepts, Inc. was incorporated under the laws of the State of
Florida in July 1998. In August 1998, the Company acquired South Beach Cafe,
Inc. and Pizza World International, Inc., the United States subsidiaries of
South Beach Concepts, Plc, from that company in exchange for 10,000,000 of its
shares of common stock.

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     Through its subsidiaries, South Beach Concepts develops, operates and
franchises take-out and eat-in restaurants with specific and consistent themes,
logos, and menus (i.e. "chains") and roasts, produces and markets coffee beans
and teas. It has two theme restaurant chains, Pizza World Gourmet Pizza and
South Beach Cafe. These restaurants are operated by operating subsidiaries of
the Company's subsidiaries or by third party franchisees.

SOUTH BEACH CAFE

     South Beach Cafe, Inc., a wholly owned subsidiary of South Beach Concepts,
Inc., owns and operates three restaurants under the trademark, "South Beach
Cafe" in Sarasota, Florida. Two of the stores are operated under one roof with a
company owned Pizza World (a "Dual Branded Store") and the third operates under
one roof with Pizza World and Cisco & Pancho (a "Triple Branded Store"). Through
its subsidiary, South Beach Cafe franchises South Beach Cafe restaurants.

     Concept and Menu

     South Beach Cafes operate as casual sit-down, eat-in cafes serving premium
coffee and espresso drinks, fresh fruit smoothies and vegetable drinks, bagels,
cream cheese spreads, croissants, gourmet sandwiches, frozen yogurt, soups,
salads, fresh pastries and other baked goods. South Beach Cafes utilize an art
deco design and colors reminiscent of the art deco architecture of South Beach,
Miami, Florida. Some of the cafes also offer Internet access capability. The
ease of preparation of the offered foods results in a small number of required
employees, approximately 3 to 5 in peak times, and a lower per store overhead.

Franchise Program

     South Beach Cafe, through its wholly owned subsidiaries, owns offers both
area development and single store franchising. A development agreement grants a
franchisee the right to establish multiple South Beach Cafes within a specified
geographic area at specific locations designated in separate franchise
agreements pursuant to a development schedule. A franchise agreement governing
the construction and operation of the first store is executed concurrently with
the development agreement. All store locations must be approved. Single store
franchise agreements are granted to individuals or entities with demonstrated
financial ability for the establishment and operation of a single store at a
specified location.

Currently there are no franchised stores open and operating. However, the
Company has entered into agreements that provide for the opening of 11
franchised stores. There is no assurance that these stores will open or if
opened that they will be successful.

Franchise Term, Fee and Royalty

The initial term of a franchise agreement is ten years and is renewable for one
additional ten-year term. Franchisees pay a nonrefundable development fee
computed by multiplying the number of

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stores to be opened pursuant to the development agreement by $5,000. As each
franchise agreement for each individual store to be opened is executed, $5,000
is credited toward the initial franchise fee of $18,500 for that individual
store. Franchisees pay a royalty fee of 4% of net sales of the store, which
under certain circumstances, may be increased to 5%.

Designated Suppliers

In order to maintain the uniformity of all South Beach Cafes and to insure food
quality and consistency, franchisees must operate their stores in accordance
with South Beach Concepts' proprietary business techniques, systems, policies
and procedures. Franchisees are required to follow standards and specifications
established by South Beach Concepts with respect to food products, ingredients,
packaging, advertising, supplies, equipment, computer hardware and software,
fixtures, furnishings and other items used in the operation of the store. To
enable the franchisees to obtain superior equipment, supplies, food and beverage
products that are not otherwise available to individual franchisees and to
benefit from reduced prices and more efficient and timely deliveries based on
the leverage gained from increased buying power, South Beach Concepts reserves
the right to designate approved suppliers for specific items required in the
operation of a store. Cafe Society Coffee Co., a subsidiary of South Beach
Concepts is a designated supplier of coffee and related products.

     Support and Training

When a franchisee develops a store, South Beach Concepts must first
approve the site, the plan, the construction and equipment
specifications, design specifications and decor and hardware
specifications.  The principal operator and/or store managers
receive comprehensive classroom and hands on training at South Beach
Concepts' training facility and at a company owned store.   South
Beach Concepts assists the franchisee with the grand opening of the
store and provides ongoing marketing support.  Upon opening, South
Beach Concepts provides in-store assistance and continuing systems
support and training.

PIZZA WORLD GOURMET PIZZA

Pizza World International, Inc., a wholly owned subsidiary of South
Beach Concepts, Inc., owns and operates, under the trademark "Pizza
World Gourmet Pizza" and "Pizza World" restaurants (collectively
referred to as "Pizza World")  three Pizza World stores in Sarasota,
Florida.  Two of the stores are located in  Dual Branded Stores with
South Beach Cafe and the third operates in a Triple Branded Store
with South Beach Cafe and Cisco & Pancho.  Through its subsidiary
franchises Pizza World stores.

     Concept and Menu

     Pizza World offers gourmet and traditional pizzas for carry-out, delivery
and, in certain stores, seat-down capacity. The speciality gourmet pizza menu
ranges from the "Bacon Cheeseburger American" with a mustard glaze to the
"Grecian Gourmet" combining

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feta cheese, black olives, spinach, green peppers and tomatoes on a bed of
mozzarella with red sauce. The pizzas are made from freshly baked dough with
homemade pizza sauce and a choice of over thirty toppings. The menu also
features calzones, fresh oven baked sub sandwiches, salads and garlic or cheese
breads. The restaurants have a red and green color scheme and logo. During peak
hours, a Pizza World restaurant requires approximately 6 to 8 employees.

     Franchise Program

     Pizza World International offers both area development and single store
franchising. A development agreement grants a franchisee the right to establish
multiple Pizza World stores within a specified geographic area at specific
locations designated in separate franchise agreements pursuant to a development
schedule. A franchise agreement governing the construction and operation of the
first store is executed concurrently with the development agreement. All store
locations must be approved by South Beach Concepts or its subsidiary. Single
store franchise agreements are granted to individuals or entities with
demonstrated financial ability for the establishment and operation of a single
store at a specified location.

     Currently there are 13 franchised stores open and operating in Florida,
Illinois and Missouri. There are also development agreements and franchise
agreements that provide for the opening of 17 additional franchised stores.
There is no assurance that stores will open or if opened that they will be
successful.

     Franchise Term, Fee and Royalty

     The initial term of a franchise agreement is ten years and is renewable for
one additional ten-year term. Franchisees pay a nonrefundable development fee
computed by multiplying the number of stores to be opened pursuant to the
development agreement by $5,000. As each franchise agreement for each individual
store to be opened is executed, $5,000 is credited toward the initial franchise
fee of $18,500 for that individual store. Franchisees pay PWIFC a royalty fee of
4% of net sales of the store, which under certain circumstances, may be
increased to 5%.

     Designated Suppliers

     In order to maintain the uniformity of all Pizza World stores and to insure
food quality and consistency, franchisees must operate their stores in
accordance with South Beach Concept's or subsidiary's proprietary business
techniques, systems, policies and procedures. Franchisees are required to follow
standards and specifications established by South Beach Concepts with respect to
food products, ingredients, packaging, advertising, supplies, equipment,
computer hardware and software, fixtures, furnishings and other items used in
the operation of the store. To enable the franchisees to obtain superior
equipment, supplies, food and beverage products that are not otherwise available
to individual franchisees and to benefit from reduced prices and more efficient
and timely deliveries based on the leverage gained from increased buying power,
South Beach Concepts reserves the right to designate approved suppliers for
specific items required in the operation of a

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store.

     Company Support and Training

     When a franchisee develops a store, South Beach Concepts or subsidiary must
first approve the site, the plan, the construction and equipment specifications,
design specifications and decor and hardware specifications. The principal
operator and/or store managers receive comprehensive classroom and hands on
training at South Beach Concept's training facility and at a company owned
store. South Beach Concepts or its subsidiary assists the franchisee with the
grand opening of the store and provides ongoing marketing support. Upon opening,
South Beach Concepts provides in-store assistance and continuing systems support
and training.

CURRENT OPERATIONS COMPANY STORES

     South Beach Cafe. The initial two company South Beach Cafes were opened in
Lansing, Michigan, in February, 1995 and June, 1996. One of these cafes was
closed in 1998 when the mall in which it was located was closed for renovation.
Management intends to reopen such store in a larger 4,200 square foot facility
in the new mall as a "triple-concept" unit combining under one roof and one
management system a South Beach Cafe, Pizza World and Cisco & Pancho restaurant
sharing the same services and staff. With the development of its larger "triple-
concept" store, management determined to close the other Lansing, Michigan South
Beach Cafe.

     South Beach Cafe, Inc., through its subsidiary, opened three company South
Beach Cafes in the Sarasota, Florida, area, in May, 1997, February, 1999 and
March, 1999. Two of these stores are dual-branded concept stores (the stores
opened in May, 1997 and March, 1999) offering both the South Beach Cafe and a
Pizza World Gourmet Pizza store sharing services and staff and providing more
extensive variety to customers. The third cafe (opened in February, 1999) was
opened as a triple-branded concept store housing the South Beach Cafe, Pizza
World and a Cisco & Pancho facility. Through its subsidiary, South Beach Cafe
Inc. has three Pizza World restaurants in Sarasota, Florida. Two of these stores
are part of dual-concept units and the third is a part of the triple-concept
unit described above. South Beach Concepts' wholly-owned subsidiary, Baja Food
Concepts, Inc., operating under the name Cisco & Pancho, has opened one company
store which is part of the triple-concept unit located in Sarasota, Florida
described above.

Cafe Society Coffee Company. The Cafe Society Coffee Company is a Dallas, Texas,
wholly-owned subsidiary of the South Beach Concepts which roasts and packages
high-end specialty coffees which are sold and distributed under its own label
and private labels. The Cafe Society Coffee Company offers a full line of
specialty coffees including varietals, blends, flavored, organic and naturally
flavored coffees as well as specialty teas, gourmet syrups and hot chocolates.
All Cafe Society Coffee Company coffees are produced in its own roasting
facility. Green coffee beans are purchased from select brokers and roasting,
packaging and shipping is completed in-house. The roasting equipment consists of
a 60 kilo Sasa Samiac roaster and a 12 kilo Sasa Samiac roaster utilizing an air
roast

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method with a current capacity of approximately 1.2 million pounds per year.
Coffee is packaged for commercial and consumer use.

Trademarks

Through its listed subsidiary, South Beach Concepts owns all the right, title
and interest in and to the following marks, which are the primary trademarks,
service marks, names, logos and symbols used by it to identify the business and
are registered with the United States Patent and Trademark Office on the
principal register:

     South Beach Cafe, Inc.:  Registration #2,024,465, 12/17/96,
                                  mark: South Beach Cafe and design
                              Serial #75/359,009, 9/18/96, mark: design

     Pizza World Gourmet Pizza:
                         Registration #2,018,274, 11/7/95, mark:
                              Pizza World Gourmet Pizza and design
                         Registration #2,066,993, 6/3/97, mark:  Amore Roma
                         Registration #2,066,994, 6/3/97, mark:  Ciao Bella
                         Registration #2,066,997, 6/3/97, mark:  Americana
                         Registration #2,069,389, 6/10/97, mark: Aloha Makana
                         Registration #2,069,390, 6/10/97, mark: Taste of
Chicago
                         Registration #2,069,399, 6/10/97, mark: Le Gardeaux
     Cafe Society Coffee Company:
                         Registration #1,902,906, 7/4/95, mark: Cafe Society
                         Registration #1,903,188, 7/4/95, mark: Cafe Society
                         Registration #1,964,097, 3/26/96, mark:
                         Cafe Society (design)
                         Registration #1,989,726, 7/30/96, mark:
                         Cafe Society Coffee Company (design)

     Baja Food Concepts, Inc. has filed an application to register the trademark
     Cisco & Pancho.

DUAL/TRIPLE BRAND STORES

     South Beach Concepts believes that situating two or more of its theme
 Restaurants under one roof will attract more customers and will reduce costs.
 South Beach Concepts operates one "Dual-Branded" restaurant (two different
 theme restaurants under one roof) consisting of South Beach Cafe and Pizza
 World and one "Triple-Branded" Restaurant (three different theme restaurants
 under one roof) consisting of South Beach Cafe, Pizza World, and Cisco &
 Pancho. The dual and triple brand restaurants provides for combining the
 operating systems of the restaurants and reduces duplication of certain
 operations.
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Because the prime rush hours of each theme restaurant are not the same, the
multi-branding concept allows for better utilization of the leased premises with
less down time, increases the productivity of the staff which can be crossed
train to reduce the number of employees needed in each restaurant, and allows
for sharing equipment thereby reducing the total equipment package cost. In
addition, customers are more likely to visit one site offering more than one
food option type.

TRAINING FACILITY

     A training facility for all the restaurant concepts is located next to
South Beach Concept's first triple concept store in Sarasota, Florida. The
facility is used to orient and provide comprehensive training for operators and
franchisees in a classroom setting. Classes focusing on policy and operational
procedures are conducted by South Beach Concepts staff. Classroom instruction
and written materials instruct the Franchisee in local store marketing, computer
operations, delivery, food preparation, daily management, staff hiring and
training, inventory management and business management. The proximity to the
triple concept company store will allow trainees not only the opportunity to
observe an operating store "in action", but to get "hands-on" training in that
store.

PROPERTY

          South Beach Concepts, Inc. maintains its administrative offices at
5969 Cattleridge Boulevard, Suite 201, Sarasota, Florida 34232 under a monthly
lease of approximately $4,880 per month for approximately 4,000 square feet.
MANAGEMENT

Name                                    Age            Title

Thomas N. Burnham                       52   President, Director

Pamela H. Burnham                       52   Vice President, Director

Keith Pratt                             56   Director

Michael R, Hicks                        40   Director

          THOMAS N. BURNHAM is the President, director and shareholder of South
Beach Concepts, Inc. and an officer of its subsidiaries, including Baja Food
Concepts, Inc. and South Beach Cafe, Inc. From April, 1996 until April, 1999,
Mr. Burnham was Chairman and Chief Executive Officer of South Beach Cafe, Plc
(London, England) and from November, 1996 to December, 1998, he was a director
of South Beach Cafe-London, Ltd. Mr. Burnham also serves a director, president
and has voting control of the following entities: Burnham International Group,
Inc., Sarasota Investment Group, Inc., Dallas Investment Group, Inc.,
International Restaurant Concepts, Inc., London Ventures, LC, Mosby Investments,
Inc., Texas International Group, Inc., The Northgate Group, L.C., 100 Degrees
East, Inc., Thomas N. Burnham
<PAGE>

Associates, Inc., and International Franchise Group, Inc.

     From October, 1993 to August, 1994, Mr. Burnham was president and director
of Clucker's International Franchise Corporation, Miami, Florida; from October,
1990 to May, 1993, Mr. Burnham was president and director of Ho-Lee-Chow, Inc.,
Ann Arbor, Michigan. Mr. Burnham served in the following capacities for Domino's
Pizza International, Inc.: Executive Vice President, December, 1989 to May,
1990; Vice President, Administration and Development, May, 1989 to May, 1990;
Director, June, 1986 to May, 1990; and General Counsel from September, 1986 to
May, 1990. From September, 1984 to September, 1986, Mr. Burnham served as
outside General Counsel for Domino's Pizza International, Inc. Mr. Burnham has
been the principal of the law firm of Thomas N. Burnham International Law
Offices from January 1990 to the present. Mr. Burnham received his Bachelor of
Business Administration degree in 1969, a Masters in Business Administration in
1970 and a Juris Doctor in 1973 from the University of Michigan, Ann Arbor,
Michigan. Mr. Burnham currently serves as Program Director of Franchising and
Entrepreneurism at the University of Dallas and is the founder and director of
the Institute of International Enterpreneurship.

     PAMELA H. BURNHAM has served as Vice President, Treasurer and a director of
South Beach Concepts, Inc. since its inception in July, 1998 and serves as an
officer of several of its subsidiaries. From April, 1996 to April, 1999, Ms.
Burnham served as a director of South Beach Cafe, Plc (London, England). She
also served as a director for South Beach Cafe-London., Ltd. from November, 1996
to December, 1998. Ms. Burnham also serves a director and vice president of the
following entities: Burnham International Group, Inc., Sarasota Investment
Group, Inc., Dallas Investment Group, Inc., International Restaurant Concepts,
Inc., Mosby Investments, Inc., Texas International Group, Inc., 100 Degrees
East, Inc., Thomas N. Burnham Associates, Inc., and International Franchise
Group, Inc.

     From October, 1993 to August, 1994, Ms. Burnham was a Franchise Sales
Consultant for Clucker's International Franchise Corporation, Miami, Florida.
From February, 1991 through May, 1993, she was Vice President of Ho-Lee-Chow,
Inc., Ann Arbor, Michigan. Ms. Burnham was President of International Pizza
Ventures, Inc. Toronto, Canada from October, 1989 through February, 1991. She
served as Director of Real Estate for Domino's Pizza International, Inc. from
August, 1989 to May, 1990. Ms. Burnham attended Crowan College in North Carolina
from 1965 to 1967 and University of California at Los Angeles in 1979.

     KEITH PRATT serves as a director of South Beach Concepts. Mr. Pratt was one
of the founders of South Beach Cafe, Inc. and has served as a consultant to it
in the areas of restaurant and office site selection, lease negotiation, store
design, software and implementation since its inception. From 1976 to present,
Mr. Pratt has been a commercial real estate broker with Gary Lillie &
Associates, Inc. located in Ann Arbor, Michigan. Mr. Pratt also serves as the
president of Cafe Development Group,
<PAGE>

founded in 1996 a consulting firm that assists in restaurant site selection,
design, equipping and staffing. Mr. Pratt received his Bachelor of Science in
Engineering from the University of Michigan in 1969.

     Michael R. Hicks, M.D., serves as a director of South Beach Concepts. Dr.
Hicks is President of Pinnacle Anesthesia Consultants, PA, a two hundred-member
single specialty medical practice in Dallas, Texas and is also a practicing
anesthesiologist. In addition, Dr. Hicks is a principal and officer of Hicks-
Rosengarden Investments, a publisher of regional specialty publications
including Avidgolfer. He is currently a member of the Board of Directors of the
Texas Society of Anesthesiologists. Prior to the formation of Pinnacle
Anesthesia Consultants, PA, Dr. Hicks served as President of DFW Anesthesia
Associates, PA from 1995 until 1996 and as Managing Partner of Anesthesia
Consultants of Irving prior to 1995.

     Dr. Hicks received a BA in Chemistry and an MD degree from West Virginia
University in 1981 and 1985 respectively. He completed a residency in
anesthesiology in 1989 at the University of Texas Southwestern Medical School
where he also served as Chief Resident. Dr. Hicks is currently completing an MBA
at the University of Dallas.

 RELATED TRANSACTIONS

     Thomas N. Burnham, President and director of South Beach Concepts is the
principal of the law firm of Thomas N. Burnham International Law Offices and
performs legal services for South Beach Concepts, Inc. and its subsidiaries.

RISK FACTORS

     OPERATING LOSS. Revenues from operations to date have not been sufficient
to cover the costs of such operations and the Company has borrowed funds to
maintain its operations. The Company's ability to develop operations is
dependent upon its ability to sell its franchise stores and to operate its
company store at a profit. If the Company is unable to sell sufficient franchise
stores or to operate its company store at a sufficiently profitable level, the
Company will need to raise additional capital through the placement of its
securities or from other debt or equity financing. If the Company is not able to
raise such financing or to obtain alternative sources of funding, management
will be required to curtail operations. There is no assurance that the Company
will be able to continue to operate.

     LIMITED OPERATING HISTORY. The Company has a limited history of operations
and to date has not been profitable. The Company's operations are subject to all
the risks inherent in the establishment of a relatively new business enterprise.
There can be no assurance that future operations will be profitable. The
Company's operations are in part dependent on the establishment of, and
profitability of new restaurants.
<PAGE>

Revenues and profits of the Company, if any, will depend upon various factors,
including market acceptance of the Company's concepts, attractiveness and
quality of the menu, restaurant service, location of the restaurants and general
economic conditions. The growth of the Company will depend on a number of
factors, including the availability of suitable locations, the negotiation of
favorable lease or site acquisition terms, the identification, training and
retention of skilled management personnel and franchisees, the availability of
adequate capital, general economic and business conditions, and others, some of
which are beyond the control of the Company. There is no assurance that the
Company will achieve its expansion goals. The failure to achieve such goals
would have an adverse impact on the Company.

     DEPENDENCE ON FRANCHISEES. The Company anticipates that it will realize a
portion of its revenues from franchise fees, including the initial franchise
fees and continuing royalty payments. If franchisees encounter business or
operational difficulties, revenues from royalties and supplies sales would be
adversely affected. Such difficulties would also negatively impact the Company's
ability to sell new franchises. Consequently, the Company's financial prospects
are significantly related to the success of its franchised stores, over which it
has limited direct operational control. There can be no assurance that the
Company will be able to successfully attract new franchisees or that
franchisees, if any, will be able to successfully operate stores.

     FRANCHISE COMPETITION. The competition to sell franchises is very intense
and the Company will have to compete against many well-established, better-known
and better financed companies selling franchises. Potential franchisees will
compare the costs and benefits offered by the Company's franchise program
against those offered by other franchise companies which may have been in
business longer and shown consistent positive economic returns. The market for
selling the franchises is limited and the Company may suffer adverse
consequences from its possible inability to attract new franchisees.

     FRANCHISE REGULATIONS. The Company will be subject to federal regulation
and certain state laws which govern the offer and sale of franchises. Many state
franchise laws impose substantive requirements on franchise agreements,
including limitations on non-competition provisions and termination or non-
renewal of a franchise. Some states require that certain franchise offering
materials be registered before franchises can be offered or sold in that state.
The failure to obtain or retain food licenses or approvals to sell franchises
could adversely affect the Company's and its franchisees', if any, results of
operations. The future enactment, adoption or amendment of laws or regulations,
such as establishing basic franchisee rights, increasing the minimum wage or
other costs associated with employees, could adversely affect the Company's
results of operations. Federal and state franchise laws provide franchisees,
either singly or as a group, the right to bring an
<PAGE>

action against the franchisor in regard to actions arising from the franchise
agreement, the franchise operations and other matters.

     EFFECTIVENESS OF FRANCHISE ADVERTISING. The success of the Company will be
substantially dependent on the effectiveness of the advertising programs and the
overall success of franchises. The Company anticipates it will advertise in
franchise and business opportunity publications and exhibits at franchise fairs
worldwide. However, future success in attracting franchisees will be dependent
not only on the Company's promotional program but also on the success of its
franchisees' existing restaurants that cannot be guaranteed.

     COMPETITION. The competition in the fast food and pizza industry is
intense. There are numerous well-established competitors, including national,
regional and local chains, possessing substantially greater financial,
marketing, personnel and other resources than the Company. The competition
includes such well-known chains as McDonald's, Burger King, Wendy's, Domino's
Pizza, Pizza Hut, Blimpies, and numerous others. The Company will also face
competition in its dual-concept stores from such large well-known dual-concept
stores as Kentucky Fried Chicken and Taco Bell.

     ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE. The Certificate
of Incorporation of South Beach Concepts, Inc. authorizes the issuance of a
maximum of 50,000,000 shares of common stock and 10,000,000 shares of preferred
stock. The future issuance of all or part of the remaining authorized common
stock may result in substantial dilution in the percentage of the Company's
common stock held by the Company's then existing shareholders. Moreover, any
common stock issued in the future may be valued on an arbitrary basis by the
Company. The issuance of the Company's shares for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's common stock.

     POTENTIAL ADVERSE EFFECTS OF AUTHORIZATION OF PREFERRED STOCK. The Company
may, without further action or vote by shareholders of the Company, designate
and issue shares of preferred stock. The terms of any series of preferred stock,
which may include priority claims to assets and dividends and special voting
rights, could adversely affect the rights of holders of the common stock and
thereby reduce the value of the common stock. The designation and issuance of
preferred stock favorable to current management or shareholders could make the
possible takeover of the Company or the removal of management of the Company
more difficult and discourage hostile bids for control of the Company which bids
might have provided shareholders with premiums for their shares.

     NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES. There is currently
no established public trading market for the securities of the Company. No
assurance can be given that an
<PAGE>

active trading market in the Company's securities will develop or, if developed,
that it will be sustained.

     PENNY STOCK REGULATION. Upon commencement of trading in the Company's
stock, if such occurs (of which there can be no assurance) the Company's common
stock may be deemed a penny stock. Penny stocks generally are equity securities
with a price of less than $5.00 per share other than securities registered on
certain national securities exchanges or quoted on the Nasdaq Stock Market,
provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system. The Company's
securities may be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the "penny stock rules" require the delivery, prior
to the transaction, of a disclosure schedule prescribed by the Commission
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell the Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such securities
maintain a market price of $5.00 or greater. There can be no assurance that the
price of the Company's securities will reach or maintain such a level.

     COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing computer programs
use only two digits to identify a year in such program's date field. These
programs were designed and developed without consideration of the impact of the
change in the century for which four digits will be required to accurately
report the date. If not corrected, many computer applications could fail or
create erroneous results by or following the year 2000 (the "Year 2000
problem"). Many of the computer programs containing such date language problems
have been corrected by the companies or governments operating such programs. The
Company's operations are dependent upon the timely delivery of supplies which
deliveries may be delayed or canceled because of such Year 2000 problem computer
failures. The Company does not know what steps, if any, have been taken by any
of its suppliers. The Company's operations will be severally curtailed if one or
more of its suppliers were to suffer Year 2000 problems. Furthermore, it is
impossible to predict if the basic utilities serving the company and franchise
stores will continue uninterrupted. A prolonged disruption in
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the service of any utility will prohibit the stores from operating.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

     Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     Not applicable.

ITEM 5.     OTHER EVENTS

     Not applicable.

ITEM 6.     RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

     Not applicable.

ITEM 7.     FINANCIAL STATEMENTS

     No financial statements are filed herewith. The Registrant shall file
financial statements by amendment hereto not later than 60 days after the date
that this initial report on Form 8-K must be filed.

ITEM 8.     CHANGE IN FISCAL YEAR

     Not applicable.

EXHIBITS

1.1  Agreement and Plan of Merger and amendment thereto between Westford
     Acquisition Corporation and South Beach Concepts, Inc.

                                  SIGNATURES

    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 hereunto duly authorized.


                                        SOUTH BEACH CONCEPTS, INC.


                                        By /s/ Thomas  Burnham
                                               Chief Executive  Officer
                                                Director

Date: August 12, 1999