SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999

                                       OR

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

                         Commission file number 0-17018

                         STRATFORD AMERICAN CORPORATION
                 (Name of small business issuer in its charter)

           Arizona                                         86-0608035
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


2400 E. Arizona Biltmore Circle, Building 2, Suite 1270,
                Phoenix, Arizona                                 85016
     (Address of principal executive offices)                   (Zip Code)


Issuer's telephone number, including area code:       (602)956-7809

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 Par Value
                   Series "A" Preferred Stock, $.01 Par Value

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is not  contained  herein,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference in Part of III of this Form
10-KSB or any amendment to this Form 10-KSB [X]

     Issuer's revenues for its most recent fiscal year: $1,062,000.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based on the February 29, 2000 average bid and asked prices of
$1.34 per share, is $6,361,000.

     At February 29, 2000,  6,371,787 shares of the issuer's common stock and no
shares of its preferred stock were issued and outstanding.

     Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

     Certain portions of the registrant's definitive Proxy Statement, which will
be filed with the Commission on or about April 28, 2000, in connection  with the
Annual  Meeting of  Shareholders  of the registrant to be held on July 12, 2000,
are incorporated by reference into Part III of this report.
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL

     GENERAL DEVELOPMENT OF BUSINESS. Stratford American Corporation, an Arizona
corporation   incorporated  on  May  13,  1988  (the  "Company"),   has  several
wholly-owned  subsidiaries.  Unless otherwise  specified,  the term "Company" as
used herein includes the Company's subsidiaries.

NARRATIVE DESCRIPTION OF BUSINESS

     The Company presently has no significant operations.  The Company employs 6
full-time employees.

     DOLLAR RENT A CAR. On October 1, 1998, the Company's subsidiary,  Stratford
American Car Rental Systems,  Inc.  ("SCRS"),  sold the franchise rights and all
other assets of its Dollar Rent A Car operations,  to Dollar Rent A Car Systems,
Inc., an Oklahoma  corporation  ("Dollar").  On the same day, SCRS  exercised an
option to purchase the  property  which  includes the Phoenix  Dollar Rent A Car
base  operation  facilities  located  near  Sky  Harbor  International  Airport.
Simultaneously,  Dollar  entered into a long term lease with SCRS to utilize the
base operations. On December 29, 1999, the Company sold the real estate property
including the Phoenix Dollar Rent A Car base operation facilities for a price of
$1,440,000.  The Dollar Rent A Car operations portion of SCRS has been accounted
for as a  discontinued  operation  as  discussed  in Note 3 to the  Consolidated
Financial  Statements.  The Company has no future  plans to  participate  in car
rental related activities.

     NATURAL  RESOURCES.  The Company owns a nominal interest in several oil and
gas wells located in Arkansas and Oklahoma. The Company has no other interest in
any oil and gas properties. Total revenues from natural resource operations were
insignificant   during  the  year  ended  December  31,  1999.  (See  Item  2  -
Properties.)

ITEM 2. PROPERTIES

     PRINCIPAL OFFICES. The principal offices of the Company are located at 2400
East Arizona Biltmore Circle,  Building 2, Suite 1270,  Phoenix,  Arizona 85016,
telephone (602) 956-7809.  The premises are leased at the rate of  approximately
$112,000 per year. The term of the current lease expires in September  2004. The
Company believes its office space is sufficient to meet its operational needs in
the near future.

     NATURAL  RESOURCE  PROPERTIES  - OIL AND GAS.  The  Company  owns a nominal
interest in four oil and gas wells located in Arkansas and Oklahoma. The Company
has no other interest in any oil and gas properties.

ITEM 3. LEGAL PROCEEDINGS

     The Company is not currently a party to any material legal proceedings.

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

     No matter was submitted to a vote of the Company's  shareholders during the
fourth quarter ended December 31, 1999.

                                       2
<PAGE>
EXECUTIVE OFFICERS

      Name              Age             Office                 Officer Since
      ----              ---             ------                 -------------
David H. Eaton           64     Chief Executive Officer              6/88
Mel L. Shultz            49     President                            5/87
Daniel E. Matthews       49     Treasurer and Secretary             12/99
Timothy A. Laos          46     Chief Financial Officer              3/95


     DAVID H.  EATON  has been the  Chairman  of the Board of  Directors  of the
Company since  February 29, 1988 and its Chief  Executive  Officer since June 1,
1988.

     MEL L. SHULTZ has been a Director and the  President  of the Company  since
May 20,  1987.  Mr.  Shultz was  previously  involved  on his own behalf in real
estate development and oil and gas investment.

     DANIEL E. MATTHEWS was appointed  Treasurer and Secretary of the Company on
December 1, 1999. Mr.  Matthews has been the Controller of the Company since May
1997. Mr. Matthews was previously involved in accounting management positions in
private industry.

     TIMOTHY  A.  LAOS,  C.P.A.,  has been the Chief  Financial  Officer  of the
Company  since  March 1,  1995.  Mr.  Laos was  previously  involved  in  public
accounting  as  well as  various  accounting  management  positions  in  private
industry.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The Company's common stock, $0.01 par value, is currently listed and traded
on the OTC Bulletin Board (symbol: STFA).

     The high and low bid prices for each quarter during the last two years, are
as follows:

                Time Period                   High               Low
                -----------                   ----               ---
     1998:     First quarter                  .90                .60
               Second quarter                 .825               .675
               Third quarter                  .7125              .375
               Fourth quarter                 .6875              .40625

     1999:     First quarter                  .75                .375
               Second quarter                 .90625             .375
               Third quarter                  .875               .78125
               Fourth quarter                 1.3125             .65625

     The  above  information  is based  on the bid  price  as  furnished  by the
National Quotation Bureau. The quotations reflect inter-dealer  prices,  without
retail  mark-up,   mark-down  or  commission,   and  may  not  represent  actual
transactions. On July 20, 1998, subsequent to approval by the Company's Board of
Directors and shareholders,  the Company effected a fifteen-to-one reverse split

                                       3
<PAGE>
of the  Company's  common  stock.  All  applicable  bid  prices  above have been
adjusted to reflect this fifteen-to-one reverse split.

HOLDERS

     As of February 29, 2000, the common stock of the Company is estimated to be
held  beneficially by approximately  2,000  shareholders.  No preferred stock is
outstanding.

DIVIDENDS

     The Company has never paid cash dividends on its common equity. Arizona law
may restrict the ability of a corporation to pay dividends. The Company does not
expect to pay dividends in the foreseeable future, but rather expects to use any
cash otherwise  available for distribution to satisfy debt obligations and build
business operations.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

     The Company recognized a consolidated profit from continuing operations for
the fourth  quarter of 1999,  primarily  due to the gain on sale of certain real
estate property.  Excluding the gain on sale of real estate property  recognized
during the period,  the Company would have  recognized a consolidated  loss from
continuing  operations.  The Company  expects such losses to continue unless and
until  the  Company  is able to make  profitable  acquisitions.  There can be no
assurance that the Company will be able to make such acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

     As  previously  reported,  Stratford  American  Car  Rental  Systems,  Inc.
("SCRS"),  a subsidiary  of the Company,  sold its rental car business to Dollar
Rent A Car Systems,  Inc. ("Dollar") on October 1, 1998. In January 1999, Dollar
and SCRS finalized all post-closing  obligations between each party. As provided
by the  Post-Closing  Statement  agreement,  $75,000  from a  holdback  fund was
remitted  to SCRS  with a  remaining  $25,000  related  to any  obligations,  or
indemnities, to be held by Dollar until October 1, 1999. In September 1999, SCRS
and Dollar reached an agreement whereby Dollar will retain the remaining $25,000
holdback as settlement for a $63,000 invoice from Dollar inadvertently  excluded
from the final  post-close  settlement  in January  1999, as well as any and all
other claims.

     On the same day that SCRS sold the rental car business,  SCRS  exercised an
option to purchase the  property  which  includes the Phoenix  Dollar Rent A Car
base  operation  facilities  located  near  Sky  Harbor  International  Airport.
Simultaneously, Dollar entered into a long -term lease with SCRS to utilize such
base  operation  facilities.  On December  29,  1999,  the Company sold the real
estate  property for a price of  $1,440,000,  recognizing a gain on sale of real
estate totaling $826,000.

     On March 26, 1999, 500,000 shares of the Company's common stock were issued
to certain private investors, at $1 per share.

     The Company anticipates that with its current cash position due to the sale
of the car rental  business in 1998, the related sale of real estate property in
December  1999  and the  sale of  shares  in  March  1999,  it  should  meet its
operational  cash flow  needs for the  remainder  of 2000.  However,  due to any
unforeseen  circumstances that could occur outside the Company's control,  there
can be no assurance  that adequate  cash flows from the  Company's  present cash
position and operations will be achieved.

                                       4
<PAGE>
     The Company  continues  to  aggressively  seek  potential  acquisitions  in
establishing  its future  direction.  There can be no assurance  that it will be
able to locate suitable acquisition candidates or make any such acquisitions, or
that any acquisitions that are made will be profitable for the Company.

RESULTS OF OPERATIONS - YEAR ENDED  DECEMBER 31, 1999,  COMPARED WITH YEAR ENDED
DECEMBER 31, 1998

     The Company  reported net income of $105,000  during 1999 in  comparison to
net income of  $3,701,000  in 1998.  The 1999 results  include a gain on sale of
real estate  property of $826,000  as  discussed  in Note 3 to the  Consolidated
Financial  Statements.  The 1998 results  include net income of $3,884,000  from
discontinued  operations  as discussed in Note 3 to the  Consolidated  Financial
Statements.  Excluding  the  gain  on  sale of real  estate  in  1999,  revenues
increased  from  $112,000 in 1998 to $236,000  in 1999,  primarily  due to lease
income received on property leased to Dollar Rent A Car in 1999.

     General and  administrative  expenses for the first quarter of 1999 and for
the  complete  year  of  1998  were  allocated  to  discontinued  operations  in
accordance  with  proportionate   revenue  generated  and  corporate   resources
utilized.  Management  believes this allocation  methodology is reasonable.  The
increase in general and administrative expense from $211,000 in 1998 to $698,000
in 1999,  is due to the fact that a  significant  portion of total  general  and
administrative  expense was  allocated  to  discontinued  operations  during the
reporting  periods  in 1998 due to  discontinued  operations  being the  primary
activity during that time.  Total general and  administrative  expense for 1998,
before allocation to discontinued operations, was $645,000.

OTHER ACTIVITIES

     The Company sold its remaining significant real estate property in December
1999.  The  Company  owns a nominal  interest  in  several  oil and gas wells in
Arkansas and Oklahoma that generate  insignificant  revenues. The Company has no
other interest in any oil and gas properties.

CAPITAL REQUIREMENTS

     The  Company  does  not  have  any  material   plans  for  future   capital
expenditures at the present time.

IMPACT OF INFLATION

     Inflation  has not had a  significant  impact on the  Company's  results of
operations.

YEAR 2000 ISSUES

     The  Company  is in the  process  of  completing  a review of its Year 2000
issues and has  completed  its review of internal  systems.  The majority of the
Company's  application  software  programs are Year 2000 compliant.  The Company
believes that with modifications and updates to existing software  (primarily by
the  software  vendors),  the  Year  2000  problem  will  not  pose  significant
operational  problems  for the  Company's  internal  systems.  The Company  also
believes that any  remediation  costs to become Year 2000  compliant will not be
material.  The Company is also  continuing to verify the Year 2000  readiness of
third parties and will develop a contingency plan at that point in time when the
Company believes a material vendor,  customer,  or other third party will not be
compliant. The Company has not experienced any Year 2000 problems to date.

                                       5
<PAGE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Certain  statements   contained  in  this  report,   including   statements
containing the words "believes,"  "anticipates,"  "intends," "expects" and words
of similar import, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to the safe
harbors  created  thereby.  Such  forward-looking  statements  involve known and
unknown risks, uncertainties and other factors that may cause the actual results
to be materially  different from the  forward-looking  statements.  Such factors
include, among others, the following:  the fact that the Company,  following the
sale of assets  to  Dollar,  has no  significant  operations;  the risk that the
Company will not be able to complete any profitable acquisitions to re-establish
significant  operations;  the risk that the Company  will  continue to recognize
losses from continuing  operations  unless and until the Company is able to make
profitable  acquisitions;  the risk that all of the  foregoing  factors or other
factors  could cause  fluctuations  in the Company's  operating  results and the
price of the Company's common stock; and other risks detailed in this report and
from  time to time in the  Company's  other  filings  with  the  Securities  and
Exchange Commission.  Given these uncertainties,  readers should not place undue
reliance on such forward-looking statements.

                                       6
<PAGE>
ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       INDEX                                                                PAGE
       -----                                                                ----

Stratford   American   Corporation  and  Subsidiaries   Consolidated   Financial
Statements

  Independent Auditors' Report                                               8

  Consolidated Balance Sheet as of December 31, 1999                         9

  Consolidated Statements of Operations for the years ended
  December 31, 1999 and 1998                                                10

  Consolidated Statements of Shareholders'
  Equity for the years ended December 31, 1999 and 1998                     11

  Consolidated Statements of Cash Flows for the years ended
  December 31, 1999 and 1998                                                12

  Notes to Consolidated Financial Statements                                13


Certain schedules are omitted as the required information is inapplicable or not
present in amounts sufficient to require submission of the schedule,  or because
the required  information is presented in the consolidated  financial statements
or notes thereto.

                                       7
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Stratford American Corporation:

We have  audited  the  accompanying  consolidated  balance  sheet  of  Stratford
American  Corporation and  subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, shareholders' equity , and cash flows for
each  of the  years  in the  two-year  period  then  ended.  These  consolidated
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 audit 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 financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Stratford American
Corporation  and  subsidiaries as of December 31, 1999, and the results of their
operations  and their  cash flows for each of the years in the  two-year  period
then ended in conformity with generally accepted accounting principles.


                                        /s/ KPMG LLP

Phoenix, Arizona
February 26, 2000

                                       8
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999


                                     ASSETS

Cash and cash equivalents                                          $  2,890,000
Receivables:
  Trade, less allowance for doubtful
    accounts of $2,000                                                   93,000
  Mortgage                                                               48,000
                                                                   ------------
                                                                        141,000

Other assets                                                            100,000
                                                                   ------------
                                                                   $  3,131,000
                                                                   ============

                LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $     49,000
Notes payable and other debt                                             62,000
Accrued liabilities                                                      42,000
Minority interest                                                       459,000
                                                                   ------------
        Total liabilities                                               612,000

Shareholders' equity:
  Nonredeemable preferred stock, par value
    $.01 per share; authorized 50,000,000
    shares, none issued
  Common stock, par value $.01 per share;
    authorized 100,000,000 shares;
    issued and outstanding 6,371,787 shares                              64,000
  Additional paid-in capital                                         27,313,000
  Retained earnings (deficit)                                       (24,847,000)
  Treasury stock, 1,967 shares at cost                                  (11,000)
                                                                   ------------
                                                                      2,519,000
                                                                   ------------
Commitments and contingencies
                                                                   $  3,131,000
                                                                   ============

          See accompanying notes to consolidated financial statements.

                                       9
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                        1999            1998
                                                    -----------     -----------
REVENUES:
  Interest and other income                         $   236,000     $   112,000
  Gain on sale of real estate                       $   826,000
                                                    -----------     -----------
                                                    $ 1,062,000     $   112,000
EXPENSES:
  General and administrative                            698,000         211,000
  Depreciation and amortization                          31,000          25,000
  Interest                                               32,000          50,000
  Minority interest                                     158,000           9,000
                                                    -----------     -----------

                                                        919,000         295,000
                                                    -----------     -----------

INCOME (LOSS) FROM CONTINUING OPERATIONS                143,000        (183,000)

DISCONTINUED OPERATIONS:
  Income (loss) from operations
    of Dollar Rent A Car, net of
    tax of $20,000 in 1998                              (41,000)      1,018,000
  Gain on sale of Dollar Rent A Car,
    net of tax of $62,000                                             3,287,000
  Minority interest                                       3,000        (421,000)
                                                    -----------     -----------

    Income (loss) from discontinued operations          (38,000)      3,884,000
                                                    -----------     -----------

NET INCOME                                          $   105,000     $ 3,701,000
                                                    ===========     ===========
Basic and diluted net income per share:
  Income (loss) from continuing operations          $      0.02     $     (0.03)
  Income (loss) from discontinued operations        $     (0.00)    $      0.66
                                                    -----------     -----------
Basic and diluted net income per share              $      0.02     $      0.63
                                                    ===========     ===========

          See accompanying notes to consolidated financial statements.

                                       10
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1999 AND 1998




<TABLE>
<CAPTION>
                                                                                                          Total
                            Common Stock          Additional       Retained       Treasury Stock       Shareholders'
                       -----------------------      Paid-in        Earnings      ------------------       Equity
                            Shares Amount           Capital        (Deficit)     Shares    Amount       (Deficiency)
                       -----------------------    -----------    ------------     -----    --------     -----------
<S>                    <C>          <C>           <C>            <C>              <C>      <C>          <C>
Balance,
December 31, 1997      5,871,787    $   59,000    $26,803,000    $(28,653,000)    1,967    $(11,000)    $(1,802,000)
Net income                                                          3,701,000                             3,701,000
                       ---------    ----------    -----------    ------------     -----    --------     -----------

Balance,
December 31, 1998      5,871,787    $   59,000    $26,803,000    $(24,952,000)    1,967    $(11,000)     $1,899,000
Common Stock Issued      500,000         5,000        495,000                                               500,000
Stock Options Granted                                  15,000                                                15,000
Net income                                                            105,000                               105,000
                       ---------    ----------    -----------    ------------     -----    --------     -----------


Balance,
December 31, 1999      6,371,787    $   64,000    $27,313,000    $(24,847,000)    1,967    $(11,000)    $ 2,519,000
                       =========    ==========    ===========    ============     =====    ========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       11
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                      1999             1998
                                                   -----------      -----------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Income (loss) from continuing operations         $   143,000      $  (183,000)
  Adjustments to reconcile income (loss) from
    continuing operations to net cash used in
    continuing operating activities:
   Depreciation and amortization                        31,000           25,000
   Loss on write off of stock investment                                 39,000
   Minority interest in consolidated subsidiary        158,000            9,000
   Gain on sale of real estate                        (826,000)
   Compensation expense for options granted             15,000
  Changes in assets and liabilities:
    Decrease (increase) in accounts and
     mortgages receivable                               91,000         (144,000)
    Decrease (increase) in other assets                 (7,000)           5,000
    Increase (decrease) in accounts payable             11,000          (70,000)
    Increase (decrease) in accrued liabilities        (107,000)          80,000
                                                   -----------      -----------

NET CASH USED IN CONTINUING OPERATING ACTIVITIES      (491,000)        (239,000)
                                                   -----------      -----------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITIES:
  Net proceeds from sale of real estate              1,136,000
  Purchase of rental property                                          (501,000)
  Purchases of property and equipment                  (42,000)         (20,000)
                                                   -----------      -----------
NET CASH PROVIDED BY (USED IN) CONTINUING
  INVESTING ACTIVITIES                               1,094,000         (521,000)
                                                   -----------      -----------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
  Payment on other debt                               (264,000)        (147,000)
  Proceeds from rental property financing                               226,000
  Proceeds from issuance of common stock               500,000
                                                   -----------      -----------

NET CASH PROVIDED BY CONTINUING FINANCING
 ACTIVITIES                                            236,000           79,000

NET CASH PROVIDED BY (USED IN) DISCONTINUED
 OPERATIONS                                            (60,000)       2,624,000

NET INCREASE IN CASH AND CASH EQUIVALENTS              779,000        1,943,000

CASH AND CASH EQUIVALENTS, beginning of year         2,111,000          168,000
                                                   -----------      -----------

CASH AND CASH EQUIVALENTS, end of year               2,890,000        2,111,000
                                                   ===========      ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                $    32,000      $    46,000
                                                   ===========      ===========
    Taxes paid during the period                   $    79,000
                                                   ===========      ===========

          See accompanying notes to consolidated financial statements.

                                       12
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

NOTE 1 - NATURE OF BUSINESS

Stratford  American  Corporation  (the  "Company")  presently has no significant
operations.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant  intercompany  accounts and transactions have
been eliminated in  consolidation.  On July 20, 1998,  subsequent to approval by
the  Company's  Board of  Directors  and  shareholders,  the Company  effected a
fifteen-to-one  reverse  stock split of the Company's  common  stock.  All share
amounts,  share prices and net income  (loss) per share have been  retroactively
adjusted to reflect this reverse split.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original  maturities of
3 months or less to be cash equivalents.  The carrying amount  approximates fair
value because of the short maturity of the financial instruments.

INCOME TAXES

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry  forwards.  Deferred tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

NET INCOME (LOSS) PER COMMON SHARE

The  Company  calculates  basic  and  diluted  net  income  (loss)  per share in
accordance  with the provisions of Statement of Financial  Accounting  Standards
No. 128  "Earnings  Per  Share".  Basic net income  (loss) per share is computed
using the  weighted  average  number of common  shares  outstanding  during each
period.  Diluted  income (loss) per share  reflects the potential  dilution that
could  occur  if  securities  or other  contracts  to issue  common  stock  were
exercised or  converted  into common stock or resulted in the issuance of common
stock that then shared in the income of the Company.  In calculating diluted net
income  (loss) per share for 1999 and 1998,  190,000  and 100,000  common  stock
equivalents  consisting  of stock  options  have  been  excluded  because  their
inclusion would have been antidilutive.

                                       13
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

EMPLOYEE STOCK OPTIONS

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25) and related interpretations in
accounting  for its employee  stock options and to adopt the  "disclosure  only"
alternative treatment under Statement of Financial Accounting Standards No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION (SFAS 123). SFAS 123 requires the use of
fair value option  valuation  models that were not  developed for use in valuing
employee stock options.  Under SFAS No. 123,  deferred  compensation is recorded
for the excess of the fair  value of the stock on the date of the option  grant,
over the exercise price of the option.  The deferred  compensation  is amortized
over the vesting period of the option.

USE OF ESTIMATES

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to  prepare  these  consolidated  financial
statements in conformity with generally accepted accounting  principles.  Actual
results could differ from those estimates.

NOTE 3 - SALE OF DISCONTINUED OPERATIONS

On October 1, 1998 (the "Closing Date"),  Stratford American Car Rental Systems,
Inc.  ("SCRS"),  a  subsidiary  of the  Company,  sold  the  personal  property,
equipment,  improvements,  fixtures,  gasoline  inventory,  goodwill and general
intangibles  used in or related to SCRS's business to Dollar Rent A Car Systems,
Inc.,  an  Oklahoma  corporation  ("Dollar"),  pursuant  to  the  terms  of  the
Acquisition  Agreement (the  "Acquisition  Agreement")  between SCRS and Dollar.
Additionally,  pursuant to the Acquisition Agreement, SCRS terminated the Master
Lease Agreement by and between SCRS and Dollar,  dated June 1, 1994, under which
SCRS  leased  vehicles  for use in its  business,  as well as  other  agreements
related to the Master Lease Agreement.

The Acquisition  Agreement provided for the payment by Dollar to SCRS of the sum
of $3,835,000 as the purchase price.  The purchase price consisted of the sum of
$3,635,000  paid in cash to SCRS on the  Closing  Date  net of any  obligations,
actual or estimated, owed to and by Dollar under the normal course of operations
of SCRS,  and a  holdback  amount of  $200,000  related  to any  obligations  or
indemnities of SCRS, under the Acquisition  Agreement.  In December 1998, Dollar
remitted $100,000 of the holdback amount to SCRS,  subsequent to the transfer of
all rental vehicles back to Dollar under the Master Lease Agreement, pursuant to
the  Acquisition  Agreement.  In January  1999,  Dollar and SCRS  finalized  all
post-closing  obligations  between each party in accordance with the Acquisition
Agreement.  As provided by the  Post-Closing  Statement  agreed to and signed by
both parties,  an  additional  $75,000 of the holdback was remitted to SCRS with
the remaining  $25,000 related to any  obligations,  or indemnities,  to be held
until October 1, 1999. In September  1999,  SCRS and Dollar reached an agreement
whereby  Dollar will retain the remaining  $25,000  holdback as settlement for a
$63,000  invoice from Dollar  inadvertently  excluded from the final  post-close
settlement in January 1999, as well as any and all other claims. The assets sold
and agreements  terminated  pursuant to the Acquisition  Agreement accounted for
over 99% of the Company's total revenues in 1998.

On the same day as the Closing  Date,  SCRS  exercised an option to purchase the
property which includes the Phoenix Dollar Rent A Car base operation  facilities
located  near Sky Harbor  International  Airport for  $502,000.  Simultaneously,
Dollar  entered into a long term lease with SCRS to utilize such base  operation
facilities.  On December  29, 1999,  the Company  sold the leased  property at a
selling price of $1,440,000.

The vehicle  rental  business of SCRS has been  accounted for as a  discontinued
operation and, accordingly, its net liabilities,  results of operations and cash
flows are segregated  for all periods  presented in the  consolidated  financial
statements.

                                       14
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

Following  is a summary of the  operating  results and sale of the  discontinued
operations for the years ended December 31, 1999 and 1998.


                                    Year Ended December 31,
                                  -------------------------
                                     1999          1998
                                  ---------     -----------
Revenues                          $             $ 9,720,000

Expenses                             41,000       8,702,000
                                  ---------     -----------
Income (loss) from
 discontinued operations, net
 net of tax of $20,000 in 1998    $ (41,000)    $ 1,018,000
                                  =========     ===========
Gain on sale of discontinued
  operations, net of tax of
  $ 62,000                                        3,287,000
                                                ===========

The tax associated with the income from discontinued operations and gain on sale
of  discontinued  operations  in 1998  resulted  from  alternative  minimum  tax
limitations on net operating loss carryforwards applied to those amounts.

NOTE 4 - MORTGAGE RECEIVABLE

The  mortgage  receivable,  secured  by a second  deed of  trust on  residential
property,  bears  interest  at 10.5% per annum.  Total  principal  and  interest
payments are amortized  over the 30-year life of the mortgage and are payable in
equal  monthly  installments.  The  principal  payments  to be  received  on the
mortgage receivable are as follows:

          Year ending December 31:
                   2000                        $ 4,000
                   2001                          4,000
                   2002                          5,000
                   2003                          5,000
                   2004                          6,000
                   Thereafter                   24,000
                                               -------

                                               $48,000
                                               =======

                                       15
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 5 -  NOTES PAYABLE AND OTHER DEBT

Notes payable and other debt consist of the following as of December 31, 1999:

Capital lease obligations (Note 7)                      17,000

Other; interest @ 10.5%, matures 2010                   45,000
                                                       -------

                                                       $62,000
                                                       =======

Under notes payable and other debt loan  provisions in effect as outlined above,
principal payments due are as follows:

              Year ending December 31:

                   2000                       $ 12,000
                   2001                         11,000
                   2002                          3,000
                   2003                          4,000
                   2004                          4,000
                   Thereafter                   28,000
                                              --------

                                              $ 62,000
                                              ========

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments",  requires that the Company disclose  estimated
fair values for its financial instruments.

The carrying amount of cash and cash equivalents,  trade  receivables,  accounts
payable and accrued liabilities  approximates fair value as they are expected to
be collected or paid within 90 days of year end. The fair value of the Company's
mortgage  receivable and debt is estimated to be equal to its carrying value and
is based on  quoted  market  prices  for the same or  similar  issues  or on the
current rates offered to the Company for debt of the same remaining maturities.

Limitations

Fair  value  estimates  are made at a  specific  point in time and are  based on
relevant market information and information about the financial instrument; they
are  subjective  in nature and involve  uncertainties,  matters of judgment and,
therefore,  cannot be determined with precision.  These estimates do not reflect
any premium or discount that could result from offering for sale at one time the
Company's  entire  holdings of a particular  instrument.  Changes in assumptions
could significantly affect these estimates.

Since the fair value is estimated as of December 31, 1999, the amounts that will
actually be realized or paid at settlement or maturity of the instruments  could
be significantly different.

                                       16
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 7 - OBLIGATIONS UNDER CAPITAL LEASES

The Company has telephone  equipment capital lease  agreements,  which expire in
2000 through 2001. The combined cost of the equipment is $60,000 and is included
in other assets.

A summary of the present value of future  minimum  capital lease payments are as
follows:

      Year ending December 31:
              2000                                        $11,000
              2001                                          8,000

Total minimum capital lease payments                       19,000

Less amount representing interest                           2,000
                                                          -------

Present value of future minimum capital lease payments    $17,000
                                                          =======

NOTE 8 - MINORITY INTEREST

In June 1994, SCRS issued common stock equal to 20% of the outstanding shares as
consideration due under certain loans obtained for use in the acquisition of the
Dollar Rent A Car operations.  In August 1998, a 2% shareholder  sold its shares
back to the  Company  at an agreed  upon  price.  The  Company  owned 82% of the
outstanding shares of SCRS as of December 31, 1998.

For the years  ended  December  31,  1998 and  December  31,  1999,  the Company
allocated certain corporate general and administrative  expenses to SCRS for the
period of time that SCRS operated the Dollar  franchise  based on the percentage
of consolidated revenues generated by those operations. Management believes this
allocation methodology is reasonable.

On February 14, 2000,  the Company  paid all minority  interest  holders of SCRS
100% of their proportionate share of the outstanding minority interest liability
as of December 31, 1999 in exchange for 100%  redemption  of their stock held in
SCRS.

NOTE 9 - STOCK OPTION PLAN

In July 1998, the Company  adopted a Stock Option Plan (the Plan).  Common stock
reserved  for  grants to key  employees  of the  Company  under the Plan in each
calendar year is based on a percentage of total common stock outstanding in each
such calendar  year.  The  aggregate  number of shares of common stock for which
options  may be  granted  or for  which  stock  grants  may be  made  to any one
individual  participating  in the Plan may not exceed 500,000 shares per year or
2,000,000  shares over the term of the Plan.  Options become  exercisable over a
specified period of continuous  employment  according to each grant awarded, but
may not be  exercised  more than 10 years  from the Date of Grant.  The  options
under the Plan were granted at the fair market value of the  Company's  stock at
the date of grant as determined by the Company's Board of Directors.

In November  1998,  the Board  granted  stock  options to certain  directors  to
purchase  100,000  shares of common stock.  In October  1999,  the Board granted
stock options to certain  directors to purchase  140,000 shares of common stock.
In October  1999,  the Company  granted a consultant  50,000  stock  options for
services  performed.  The options  were  exercisable  at $0.79 per share,  fully
vested at grant date,  and expire  November  2002.  The  options  were valued at
$15,000 and charged to compensation expense in 1999.

The per share  weighted  average  fair value of stock  options  granted  for the
periods  ended  December  31,  1999 and 1998 was $0.30 and $0.25,  respectively,
based on the date of grant using the Black-Scholes option-pricing model with the
following  weighted average  assumptions:  expected  dividend yield 0%, expected
volatility  of 50%,  risk free  interest  rate of 6.1% and an expected life of 5
years.

At  December  31,  1999,  the range of  exercise  prices  and  weighted  average
remaining   contractual   life  of  options  was   $0.50-$0.80  and  3.6  years,
respectively.

                                                                    Weighted
                                                                     Average
                                                                  Exercise Price
                                                     Number         Per Share
                                                     ------         ---------

Outstanding, December 31, 1997                            --          $  --
  Granted                                            100,000           0.50
  Canceled                                                --             --
  Exercised                                               --             --
                                                     -------          -----

Outstanding, December 31, 1998                       100,000           0.50
  Granted                                            190,000           0.80
  Canceled                                                --             --
  Exercised                                               --             --
                                                     -------          -----

Outstanding, December 31, 1999                       290,000          $0.70
                                                     =======          =====

The following table summarizes information about the stock options outstanding
at December 31, 1999:

                                  Weighted
                                  Average     Weighted                  Weighted
                                 Remaining    Average                   Average
Range of            Options     Contractual   Exercise      Options     Exercise
Exercise Prices   Outstanding       Life        Price     Exercisable    Price
---------------   -----------       ----        -----     -----------    -----

$0.50               100,000         1.8         $0.50       100,000       $0.50
$0.79-$0.80         190,000         4.5          0.80       190,000        0.80
                    -------     -----------     -----     -----------     -----

$0.50-$0.80         290,000         3.6         $0.70       290,000       $0.70
                    =======     ===========     =====     ===========     =====

The  Company  applies  APB  Opinion  No. 25 in  accounting  for its  plans  and,
accordingly,  no compensation  cost has been recognized for its stock options in
the consolidated financial statements.  Had the Company determined  compensation
cost based on the fair value at the grant date for its stock  options under SFAS
No. 123, the  Company's  net income  would have been  increased to the pro forma
amount indicated below:

                                             Years ended December 31,
                                             ------------------------
                                               1999           1998
                                             ---------      ---------
     Net income:
       As reported                           $ 105,000      3,701,000
                                             =========      =========

       Pro Forma                             $  63,000      3,676,000
                                             =========      =========
     Diluted income per share:
       As reported                           $    0.02           0.63
                                             =========      =========

       Pro forma                             $    0.01           0.63
                                             =========      =========

NOTE 10 - INCOME TAXES

The Company  incurred  income tax expense of $82,000 for the year ended December
31, 1998 due to alternative  minimum tax limitations on net operating loss carry
forwards applied to income from discontinued  operations and the gain on sale of
discontinued  operations for the year.  There was no income tax associated  with
net income for the year ended  December 31, 1999 due to available  net operating
loss carry forwards applied.

                                       17
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

The following net operating  loss and investment  tax credit  carryforwards  are
available at December 31, 1999, to offset future taxable income and income taxes
as follows:

                              Year
                             Expires       Amount
                             -------       ------
Net operating loss          2006-2013    $6,300,000
Investment tax credits         2000          81,000

If certain  substantial  changes in the Company's  ownership should occur, there
would be an annual  limitation on the amount of the  carryforwards  which can be
utilized,  which could potentially impair the ability to utilize the full amount
of the carryforward.

There are no deferred tax assets or  liabilities  reflected in the  accompanying
Consolidated  Balance Sheet as of December 31, 1999.  The tax effect  associated
with the types of  temporary  differences  between  the tax bases of assets  and
liabilities and their financial  reporting amounts that exist as of December 31,
1999 are as follows:

Allowance for mining interest impairment and stock
investment loss                                       $   370,000
Net operating loss carryforwards and
   investment tax and AMT credits                       2,700,000
                                                      -----------
                                                        3,070,000

Valuation allowance                                    (3,070,000)
                                                      -----------

Net deferred tax asset                                $         0
                                                      ===========

The valuation allowance offsets the deferred tax asset due to the taxable losses
the Company has experienced in recent years. The valuation  allowance  decreased
by $105,000 in 1999, but had no effect on net income.

NOTE 11 - OPERATING LEASE COMMITMENTS

The aggregate future minimum lease  commitments  under  noncancelable  operating
leases are as follows:

              Year ending December 31:
                         2000                    $111,000
                         2001                    $111,000
                         2002                    $113,000
                         2003                    $117,000
                         2004                    $ 88,000

Total rental expense was $82,000 in 1999 and $39,000 in 1998. Rental expense for
each of the two years was reduced by income received from subleases,  as well as
concessions  received from landlord due to damaged tenant improvements  incurred
during 1998.

NOTE 12 - NET INCOME PER SHARE

The Computation of basic and diluted net income per share follows:

                                                        Years Ended December 31,
                                                        ------------------------
                                                           1999          1998
                                                           ----          ----

Net income                                              $  105,000     3,701,000
                                                        ==========     =========

Weighted average common shares outstanding - basic       6,256,719     5,871,717
                                                        ==========     =========

Net income per share - basic                            $     0.02          0.63
                                                        ==========     =========

Weighted average common shares outstanding - basic       6,256,719     5,871,717
Effect of dilutive securities - stock options               61,730            --
                                                        ----------     ---------

Weighted average common shares outstanding - diluted     6,318,449     5,871,717
                                                        ==========     =========

Net income per share - diluted                          $     0.02          0.63
                                                        ==========     =========
Stock options not included in diluted income
  (loss) per share since antidilutive                      190,000       100,000
                                                        ==========     =========

                                       18
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     The Company has not changed its accountants nor had any disagreements  with
accountants  on  matters  of  accounting  principles  or  practices,   financial
disclosures,  or auditing  scope or procedure  during its two most recent fiscal
years.

                                    PART III
ITEMS 9, 10, 11 AND 12

     The  information  called  for by  Part  III  (Items  9,  10,  11 and 12) is
incorporated  herein by reference from the material  included under the captions
"Elections of Directors," "Principal Shareholders," and "Executive Compensation"
in Stratford  American  Corporation's  definitive  proxy  statement (to be filed
pursuant to Regulation  14A) for its Annual Meeting of  Shareholders  to be held
July 12,  2000  (the  "2000  Proxy  Statement"),  except  that  the  information
regarding  executive  officers  called  for by  Item  401 of  Regulation  S-B is
included in Part I of this report on page 3. The 2000 Proxy  Statement  is being
prepared and is expected to be filed with the Securities and Exchange Commission
in definitive form on or about April 28, 2000 and is expected to be furnished to
shareholders on or about May 31, 2000.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)  FINANCIAL  STATEMENTS  AND  FINANCIAL  STATEMENT  SCHEDULES - See "Item 7 -
     Financial Statements and Supplementary Data" above.

(b)  REPORTS ON FORM 8-K

     Report  dated  January 11, 2000 with  respect to the sale of the  Company's
     remaining real estate property effective December 29, 1999, including Press
     Release dated December 29, 1999.

(c)  EXHIBITS - See index beginning on page 21

(d)  FINANCIAL  STATEMENT  SCHEDULES  - See "Item 7 - Financial  Statements  and
     Supplementary Data."

                                       19
<PAGE>
     SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                        STRATFORD AMERICAN CORPORATION
                                        Registrant



Date: March 30, 2000                    By /s/ David H. Eaton
                                           -------------------------------------
                                           David H. Eaton, Chairman of the Board

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



Date: March 30, 2000                    By /s/ David H. Eaton
                                           -------------------------------------
                                           David H. Eaton, Chairman of the Board
                                           and Chief Executive Officer
                                           (Principal Executive Officer)


Date: March 30, 2000                    By /s/ Mel L. Shultz
                                           -------------------------------------
                                           Mel L. Shultz, President and Director



Date: March 30, 2000                    By /s/ Gerald J. Colangelo
                                           -------------------------------------
                                           Gerald J. Colangelo, Director



Date: March 30, 2000                    By /s/ Richard H. Dozer
                                           -------------------------------------
                                           Richard H. Dozer, Director



Date: March 30, 2000                    By /s/ Dale M. Jensen
                                           -------------------------------------
                                           Dale M. Jensen, Director



Date: March 30, 2000                    By /s/ Mitchell S. Vance
                                           -------------------------------------
                                           Mitchell S. Vance, Director


Date: March 30, 2000                    By /s/ Timothy A. Laos
                                           -------------------------------------
                                           Timothy A. Laos, Chief Financial
                                           Officer (Principal Financial Officer
                                           and Principal Accounting Officer)

                                       20
<PAGE>
                                 EXHIBITS INDEX

Exhibits 10.11,  10.12,  10.13 and 27.1 are the only exhibits  originally  filed
with  this  report.  The  Company  hereby  incorporates  all other  exhibits  by
reference  pursuant to Rule 12b-32,  each of which (except  Exhibits 3.3,  10.9,
10.10 and 21.1) was filed as an exhibit to the Company's Registration on Form 10
which was filed July 22, 1988,  and amended on October 7, 1988,  and December 8,
1988.  Exhibit 3.3 was filed with the Company's  Registration  Statement on Form
S-1 on June 12, 1989, with the Securities and Exchange Commission.  Exhibit 10.9
was filed as  Exhibit  2.1 to the  Company's  Form 8-K which was filed  with the
Securities and Exchange  Commission on October 28, 1998. Exhibit 10.10 was filed
as Exhibit  10.39 to the Company's  Form 10-KSB for the year ended  December 31,
1998,  which was filed with the Securities and Exchange  Commission on March 31,
1999.  Exhibit  21.1 was filed with Form 10-KSB for the year ended  December 31,
1996,  which was filed with the Securities and Exchange  Commission on March 31,
1997.


Number                                      Description                   Page
------                                      -----------                   ----
  3.1     Articles of Incorporation                                        N/A

  3.2     By-laws                                                          N/A

  3.3     Articles of Amendment to Articles of Incorporation               N/A

  4.1     Form of Common Stock Certificate                                 N/A

  4.2     Form of Series "A" Preferred Stock Certificate                   N/A

  4.3     Article IV of the Articles of Incorporation                      N/A

  4.4     Article III of the Bylaws                                        N/A

 10.1     Indemnification Agreement, dated as of May 19, 1988,
          between the Company and Mel L. Shultz                            N/A

 10.2     Schedule of Omitted Indemnification Agreements                   N/A

 10.3     Indemnification Agreement, dated as of February 19, 1988,
          relating to guarantees                                           N/A

 10.4     Indemnification Agreement, dated as of May 10, 1988,
          relating to guarantees                                           N/A

 10.5     Registration Agreement, dated as of February 19, 1988,           N/A

 10.6     Agreement, dated as of February 18, 1988, relating to
          restrictions against preferred shares                            N/A

 10.7     Trust Agreement, dated as of June 18, 1987                       N/A

 10.8     Share Sale and Registration Agreement, dated January 31, 1989    N/A

 10.9     Acquisition Agreement between Stratford American Car Rental
          Systems, Inc. and Dollar Rent A Car Systems, Inc. dated
          September 24, 1998.                                              N/A

 10.10    Net Lease Agreement between Stratford American Car Rental        N/A
          Systems, Inc. and Dollar Rent A Car Systems, Inc. dated
          October 1, 1998.

                                       21
<PAGE>
 10.11    Post-Closing Statement between Dollar Rent A Car Systems, Inc.   23
          and Stratford American Car Rental Systems, Inc. dated
          January 27, 1999

 10.12    Settlement Agreement between Stratford American Resource
          Corporation, Energy Investment Advisors, Inc., Oil & Gas
          Advisors, Inc., Petroleum Advisors & Co., Samuel B. Davis, and
          American Hugh J. Davis, dated October 6, 1999                    28

 10.13    Purchase Agreement by and between Foot Creek Corporation
          of Arizona and Grandilla (Arizona), Inc. and Stratford
          Car Rental Systems, Inc. dated December 29, 1999                 44

 21.1     Subsidiaries                                                     N/A

 27.1     Financial Data Schedule for December 31, 1999                    74

Note:  Shareholders  may obtain copies of Exhibits by making written  request to
the  Secretary of the  Corporation  and paying  copying costs of $0.10 per page,
plus postage.