SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)
  (X) ANNUAL REPORT UNDER SECTION 10 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934

                   For the fiscal year ended December 31, 2002

                                       OR

 ( ) TRANSITION REPORT UNDER 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 deliquent filers in reponse to Item 405
of Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     Issuer's revenues for its most recent fiscal year: $761,000

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the February 28, 2003 closing price of $.32 per share,
is $1,399,000.

     At February 28, 2003, 10,078,105 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 25, 2003, in connection with the
Annual Meeting of Shareholders of the registrant to be held on July 9, 2003, 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 specified, the term "Company" as used herein
includes the Company's subsidiaries.

     On December 21, 2001, the Company repurchased 263,663 shares of the
Company's common stock at a maket price of $.17 per share. These shares were
subsequently cancelled.

NARRATIVE DESCRIPTION OF BUSINESS

     The Company employs 4 full-time employees and presently has no significant
operations.

     Revenue is now generated from two operating segments after the purchase of
the office building on December 11, 2002, as described below and in Note 14,
Operating Segments. The Company owns working and royalty interests in oil and
gas properties that are primarily located in Oklahoma and Texas. The oil and gas
is sold to numerous oil refiners and natural gas purchasers with no single
entity purchasing 10% of the oil and gas sold. On December 11, 2002, the Company
invested in a venture that purchased an office building in Scottsdale, Arizona,
that is leased to a single tenant. Although the tenant has entered into a 22
year bondable lease agreement with multiple parties that guarantee payment under
terms of the agreement, if the financial condition of the tenant and the other
guarantors were to deteriorate and the tenant could not pay rents under the
terms of the lease agreement, it would have a material adverse effect on the
Company. The Company has also invested in a venture formed to purchase separate
real estate property in Scottsdale, Arizona. This property is now being marketed
for sale as real estate along with all of the permits that have been obtained to
date. No revenue or expense has been reported from this investment. (See Note 3
of the audited consolidated financial statements as of December 31, 2002.)

     REAL ESTATE. On December 11, 2002, the Company, along with other investors,
completed the purchase of an office building leased by a single tenant located
at 20225 North Scottsdale Road, Scottsdale, Arizona (the "Property") for
$25,484,000, which reflects the purchase price of $24,988,000 and closing costs
incurred of $496,000. The Company intends to continue this use of the building.
The purchase was pursuant to the Purchase and Sale Agreement, dated July 17,
2002, by and between Opus West Corporation, a Minnesota corporation, and the
Company (the "Purchase and Sale Agreement"). The Property, after being purchased
by the Company and the other investors, was immediately conveyed to Scottsdale
Thompson Peak, LLC, a newly formed Arizona limited liability company (the
"LLC"). The Company owns 80% of the membership interests in, and is the manager
of, the LLC. The Company contributed $750,000 in cash and its 80% undivided
interest in the Property in return for its 80% membership interest in the LLC,
and other investors contributed $187,000 in cash and their 20% undivided
interest in the Property in return for the remaining 20% of the membership
interests in the LLC. The Company's cash contribution of $750,000 came from
company cash of $250,000 and the proceeds of the sale by the Company of
2,000,000 shares of Company common stock for $500,000. The LLC funded the
purchase of the Real Property through a combination of the cash contributions
described above and loans obtained by the LLC, in the aggregate amount of
$24,300,000. The $20,000,000 loan is financed with a 5.9% interest rate, 22 year
straight-line amortization note and is guaranteed by JDMD Investments, LLC, a
major shareholder of the Company, as described in the Guarantee Agreement dated
December 11, 2002 and described below. The $2,500,000 loan is financed with a 6%
interest rate, interest only note, for a period of two years, due December 11,
2004, and is guaranteed 50% by JDMD Investments, LLC, a major shareholder of the
Company, and 50% by Diamond Ventures, Inc. The $1,800,000 loan is financed with
a 10% interest rate note, interest only, for a period of two years, due December
2, 2004. The Company also issued a total of 1,200,000 shares of its common stock
to JDMD Investments, LLC, a major shareholder of the Company, for its agreement
to guarantee payment of certain exceptions or carve outs on the first mortgage,
the guarantee of 50% of a $2,500,000 loan, the assignment of all its interests
in finding and negotiating the purchase of the Property, and the mortgage loan
and other financing involved.

     The property is 100% leased by a single tenant and used as their corporate
office. The tenant is engaged in selling and installing new tires for autos and
trucks. Under the terms of the lease agreement, the Company is to receive annual
rents of $2,096,000, paid in equal monthly installments during the first five
years of the lease. In years six, eleven, and sixteen of the lease, the annual

                                       2
<PAGE>
rents are escalated by 10% of the prior years rent. All repairs and maintenance,
insurance, real estate taxes, rental taxes and utilities are the responsibility
of the tenant. The building has an expected life of forty years and the Company
is using straight-line depreciation over this forty-year period. The Company
believes the building is adequately covered by insurance.

     On October 26, 2000, the Company through its membership in Triway Land
Investors, L.L.C. ("Triway"), a limited liability company with two additional
members, entered into an operating agreement to acquire real property in
Scottsdale, Arizona. The acquisition price of the real property acquired by
Triway, approximately 10 acres, was $3,600,000. As a result, the Company made a
$500,000 equity investment in Triway. According to the operating agreement, the
Company and a majority interest member of Triway may be required to make
additional contributions up to a proportionate specified amount. On September
20, 2001, the Company contributed an additional $32,000 equity investment,
proportionately, in accordance with the terms of the operating agreement. On
April 10, 2002, the Company contributed an additional $14,000 equity investment,
proportionately, in accordance with the terms of the operating agreement. On
October 31, 2002, Triway made a capital call requiring the Company to contribute
an additional $18,000 equity investment, proportionately, in accordance with the
terms of the operating agreement. The capital call was recorded to accounts
payable at December 31, 2002 and paid subsequent to year-end. The Company may
still be required to contribute up to an additional $148,000, proportionately,
at a future date as specified by the operating agreement. Any subsequent capital
call will be funded from operating funds or shareholder loans. From any
distributions made by Triway, the Company is to receive a priority payout of all
capital contributed to Triway, plus an amount required for the Company to
receive a 9% per year rate of return through the date all permits related to the
proposed office development by Triway are issued, and a 10% rate of return from
the time all permits related to the proposed office development by Triway are
issued until all capital contributions are returned. After all capital and
priority returns have been distributed, the managing member of Triway is to
receive a distribution equal to 42.86% of amounts previously distributed. The
Company will then share in 17.5% of the results from the total project. The
property is currently being marketed for sale as real estate along with all
permits that have been obtained to date.

     NATURAL RESOURCES. On June 5, 2002, the Company, through its wholly owned
subsidiary Stratford American Energy Corporation, purchased working interests in
23 oil and gas properties located in Oklahoma and Texas, effective April 1,
2002. The purchase price was $738,000. The purchase price included oil and gas
interests of $687,000 and acquisition costs of $51,000 paid at closing.
Additional acquisition costs of $17,000, relating to the purchase, were
incurred. At December 31, 2002, $7,000 of these additional acquisition costs
remain in accounts payable. The total acquisition costs of $68,000 are being
amortized equally over a seven-year period. In addition to the working interest
in the properties acquired, the Company agreed to participate on a proportionate
basis in the drilling of a development well on one of the properties acquired.
Drilling costs of $12,000 for the development well were pre-paid at closing and
are included in the oil and gas interests at December 31, 2002. This well is now
completed and is a producing property.

     On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil and Gas Corporation ("SA Oil") from the shareholders of SA Oil, in
exchange for 755,948 shares of common stock of the Company. SA Oil owns working
interest and/or royalty interests in 87 oil and gas properties located in
Oklahoma and Texas.

     The Company also owns a nominal interest in four oil and gas wells located
in Arkansas and Oklahoma. Total revenues from these natural resource operations
were insignificant during the year ended December 31, 2002.

     All of the oil and gas produced by the properties that the Company owns
working interests in or royalty interests in is purchased by various oil
refiners or natural gas companies. The sales agreement for each well is arranged
by the company that operates the property. Prices for the products are
determined by amounts being paid on the open market and can fluctuate greatly
from month-to-month. Each operator bills the Company monthly for the Company's
proportionate share of the expense necessary to operate the wells. All of the
properties are adequately insured. The Company owes $903,000 to a shareholder of
the Company, against properties owned by SA Oil. The note is unsecured and bears
an interest rate of 6% per annum, interest payable quarterly in arrears. The
note matures on September 1, 2005.

                                       3
<PAGE>
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
$117,000 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.

     REAL ESTATE PROPERTIES. On December 11, 2002, the Company, along with other
investors, purchased an office building leased by a single tenant, located at
20225 North Scottsdale Road, Scottsdale, Arizona (the "Property"). The Property,
after being purchased by the Company and the other investors, was immediately
conveyed to Scottsdale Thompson Peak, L.L.C., a newly formed Arizona limited
liability company (the "LLC"). The Company owns 80% of the membership interests
in, and is the manager of the LLC.

     NATURAL RESOURCE PROPERTIES - OIL AND GAS. On June 5, 2002, the Company,
through its wholly owned subsidiary Stratford American Energy Corporation,
purchased working interests in 23 oil and gas properties located in Oklahoma and
Texas, effective April 1, 2002.

     On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil. SA Oil owns working interests and/or royalty interests in 87 oil and
gas properties location in Oklahoma and Texas.

     The Company also owns a nominal interest in four oil and gas wells located
in Arkansas and Oklahoma.

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, 2002.

EXECUTIVE OFFICERS

Name                      Age      Office                        Officer Since
----                      ---      ------                        -------------
David H. Eaton            67       Chief Executive Officer       6/88
Mel L. Shultz             52       President                     5/87
Daniel E. Matthews        52       Treasurer and Secretary       12/99

     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 investments.

     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.

                                    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.OB).

                                       4
<PAGE>
     The high and low bid price for each quarter during the last two years, are
as follows:

                          Time Period            High      Low
                          -----------            ----      ---

            2001:         First quarter          .31       .24
                          Second quarter         .28       .21
                          Third quarter          .25       .18
                          Fourth quarter         .18       .15

            2002:         First quarter          .18       .16
                          Second quarter         .19       .16
                          Third quarter          .19       .15
                          Fourth quarter         .30       .11

     The above information is based on the bid price as furnished by Pink
Sheets, LLC. The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

HOLDERS

     As of February 28, 2003, 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                       Number of
                                                                                      securities
                                                                                       remaining
                                                Number of                            available for
                                            securities to be                        future issuance
                                               issued upon                           under equity
                                               exercise of     Weighted-average   compensation plans
                                               outstanding    exercise price of       (excluding
                                                options,         outstanding          securities
                                              warrants and    options, warrants      reflected in
                                                 rights           and rights          column (a))
                                                 ------           ----------          -----------
                                                   (a)               (b)                  (c)
<S>                                             <C>                <C>               <C>
Equity compensation plans approved by
  security holders                               480,000            $ 0.92             2,520,000

Equity compensation plans not approved by
  security holders                                     0            $ 0.00                     0

          Total                                  480,000            $ 0.92             2,520,000
</TABLE>

     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
specific 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.

                                       5
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

     On December 12, 2002, the Company issued 1,800,000 shares of its common
stock to the DRD-97 Trust in exchange for $450,000 in cash and issued 200,000
shares of its common stock to David Goldstein for $50,000 in cash. The shares
were valued at $0.25 per share. There were no underwriting discounts or
commissions related to this sale. Proceeds of the offering were used by the
Company to make an equity contribution to Scottsdale Thompson Peak, LLC.

     On December 12, 2002, the Company issued 1,200,000 shares of its common
stock to JDMD Investments, LLC, a major shareholder of the Company in exchange
for its agreement to guarantee payment of certain exceptions or carve outs on
the first mortgage to Scottsdale Thompson Peak, LLC, the guarantee of 50% of a
$2,500,000 million bank loan, and the assignment of all its interest in finding
and negotiating the purchase of the Property, mortgage loan and other financing
involved for Scottsdale Thompson Peak, LLC. The Company recorded a loan fee of
$240,000 as a result of this transaction. The loan fee is being amortized
monthly, pro-rata over the life of the loans involved. There were no
underwriting discounts or commissions related to this transaction.

     On April 19, 2001, the Company issued 755,948 shares of its common stock to
the shareholders of SA Oil and Gas Corporation in exchange for 100% of the
outstanding common stock of SA Oil and Gas Corporation. The stock was valued @
$.28 per share, a total of $212,000 and is included as part of the purchase
price of the assets acquired. There were no underwriting discounts or
commissions related to this transaction.

     In January, 2000, the Company issued a non-employee 16,700 shares of its
common stock in exchange for services performed. The fair value of the shares
was $21,000, and was charged to general and administrative expense in 2000.
There were no underwriting discounts or commissions related to this transaction.

     The Company claimed exemption from registration under Sec. 4(2) of the
Securities Act of 1933, Transaction Not Involving Any Public Offering.

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

GENERAL

     The Company incurred a consolidated net loss from continuing operations for
the year ended December 31, 2002. During 2002, the Company purchased an office
building in Scottsdale, Arizona, effective December 11, 2002 as discussed below
and in Note 3 of the audited consolidated financial statements as of December
31, 2002. The Property, after being purchased by the Company and the other
investors, was immediately conveyed to Scottsdale Thompson Peak, LLC, a newly
formed Arizona limited liability company (the "LLC"). The Company owns 80% of
the membership interests in, and is the manager of the LLC. On June 5, 2002, the
Company purchased working interests in 23 oil and gas properties, as discussed
below and in Note 4 of the audited consolidated financial statements as of
December 31, 2002. The Company, through its membership in Triway Land Investors,
LLC, acquired real property on October 26, 2000 and the Company purchased 100%
of the capital stock of SA Oil and Gas Corporation ("SA Oil") on April 19, 2001
as discussed below and in Notes 3 and 4, respectively of the audited
consolidated financial statements as of December 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The Consolidated Balance Sheet and Statement of Operations have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make certain estimates and judgements that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates

                                       6
<PAGE>
its estimates, including those related to investments, oil and gas interests,
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

     The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company accrues production income and
expense based upon historical performance, costs, and prices received for oil
and gas. Revisions in profit estimates are charged to income in the period in
which the facts that give rise to the revision become known. Future adverse
changes in market conditions or poor operating results of underlying investments
could result in losses or an inability to recover the carrying value of the
investment's current carrying value, thereby possibly requiring an impairment
charge in the future.

     Real estate investments are carried at book value, less depreciation. The
Company's investments in real property are subject to many inherent risks that
cannot be controlled, including general economic conditions and the availability
of mortgage funds for operations or refinancing. Future adverse changes could
result in losses or an inability to recover the carrying value of the
investments current carrying value, thereby possibly requiring an impairment
charge in the future. In accordance with SFAS No. 144, long-lived assets, such
as property, plant and equipment, and purchased intangibles subject to
amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

LIQUIDITY AND CAPITAL RESOURCES

     On December 11, 2002, the Company, along with other investors, completed
the purchase of an office building leased by a single tenant located at 20225
North Scottsdale Road, Scottsdale, Arizona (the "Property") for $25,484,000,
which reflects the purchase price and closing costs incurred. The Company
intends to continue this use of the building. The lease is a bondable,
triple-net lease, commencing on December 9, 2002, expiring on December 31, 2024,
excluding unexercised extensions. The annual basic rent for years one through
five is $2,096,000 per year. The Property, after being purchased by the Company
and the other investors, was immediately conveyed to Scottsdale Thompson Peak,
LLC, a newly formed Arizona limited liability company (the "LLC"). The Company
owns 80% of the membership interests in, and is the manager of, the LLC. The
Company contributed $750,000 in cash and its 80% undivided interest in the
Property in return for its 80% membership interest in the LLC, and other
investors contributed $187,000 in cash and their 20% undivided interest in the
Property in return for the remaining 20% of the membership interests in the LLC.
The Company's cash contribution of $750,000 came from company cash of $250,000
and the proceeds of the sale by the Company of 2,000,000 shares of Company
common stock for $500,000 to certain of the other investors. The LLC funded the
purchase of the Property through a combination of the cash contributions
described above and loans obtained by the LLC in the aggregate amount of
$24,300,000. The $20,000,000 loan is financed with a 5.9% interest rate, 22 year
straight-line amortization note and is guaranteed by JDMD Investments, LLC, a
major shareholder of the Company, as described in the Guarantee Agreement dated
December 11, 2002 and described below. The $2,500,000 loan is financed with a 6%
interest rate, interest only note, for a period of two years, due December 11,
2004, and is guaranteed 50% by JDMD Investments, LLC, a major shareholder of the
Company, and 50% by Diamond Ventures, Inc. The $1,800,000 loan is financed with
a 10% interest rate note, interest only, for a period of two years, due December
2, 2004. The Company also issued a total of 1,200,000 shares of its common stock
to JDMD Investments, LLC, a major shareholder of the Company, for its agreement
to guarantee payment of certain exceptions or carve outs on the first mortgage,
the guarantee of 50% of a $2,500,000 bank loan, the assignment of all its
interests in finding and negotiating the purchase of the Property, and the
mortgage loan and other financing involved.

     On June 5, 2002, the Company, through its wholly owned subsidiary Stratford
American Energy Corporation, purchased working interests in 23 oil and gas
properties located in Oklahoma and Texas, effective April 1, 2002. The purchase
price was $738,000. The purchase price included oil and gas interests of
$687,000 and acquisition costs of $51,000 paid at closing. Additional
acquisition costs of $17,000, relating to the purchase, were incurred. At
December 31, 2002, $7,000 of these additional acquisition costs remain in
accounts payable. The total acquisition costs of $68,000 are being amortized
equally over a seven-year period. In addition to the working interests in the

                                       7
<PAGE>
properties acquired, the Company agreed to participate on a proportionate basis
in the drilling of a development well on one of the properties acquired.
Drilling costs of $12,000 for the development well were pre-paid at closing and
are included in the oil and gas interests at December 31, 2002. This well is now
completed and is a producing property.

     On December 21, 2001, the Company repurchased 263,663 shares of Company's
common stock at a market price of $.17 per share. These shares were subsequently
cancelled.

     On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil from the shareholders of SA Oil, in exchange for 755,948 shares of
common stock of the Company. SA Oil owns working interests and/or royalty
interests in 87 oil and gas properties located in Oklahoma and Texas.

     On October 26, 2000, the Company through its membership in Triway, a
limited liability company with two additional members, entered into an operating
agreement to acquire real property in Scottsdale, Arizona. The acquisition price
of the real property acquired by Triway, approximately 10 acres, was $3,600,000.
As a result, the Company made a $500,000 equity investment in Triway. According
to the operating agreement, the Company and a majority interest member of Triway
may be required to make additional contributions up to a proportionate specified
amount. On September 20, 2001, the Company contributed an additional $32,000
equity investment, proportionately, in accordance with the terms of the
operating agreement. On April 10, 2002, the Company contributed an additional
$14,000 equity investment, proportionately, in accordance with the terms of the
operating agreement. On October 31, 2002, Triway made a capital call requiring
the Company to contribute an additional $18,000 equity investment,
proportionately, in accordance with the terms of the operating agreement. The
capital call was recorded to accounts payable at December 31, 2002, and paid
subsequent to year end. The Company may still be required to contribute up to an
additional $148,000, proportionately, at a future date as specified by the
operating agreement. Any subsequent capital call will be funded from operating
funds or shareholder loans. From any distributions made by Triway, the Company
is to receive a priority payout of all capital contributed to Triway, plus an
amount required for the Company to receive a 9% per year rate of return through
the date all permits related to the proposed office development by Triway are
issued, and a 10% rate of return from the time all permits related to the
proposed office development by Triway are issued until all capital contributions
are returned. After all capital and priority returns have been distributed, the
managing member of Triway is to receive a distribution equal to 42.86% of
amounts previously distributed. The Company will then share in 17.5% of the
results from the total project. The property is currently being marketed for
sale as real estate along with all permits that have been obtained to date.

     The Company's cash and cash equivalents were generated by the sale of its
car rental business in 1998, the related sale of real estate property in
December 1999, the sale of Company shares in March 1999, and the sale of Company
shares in December 2002. The Company expects that the current cash and cash
equivalents will be sufficient to meet its forecasted operating cash needs for
2003, which includes the real estate investment described above. However, due to
any unforeseen circumstances that could occur outside the Company's control,
there can be no assurance that adequate cash flows from Company's present cash
position and current activity will be achieved.

     The Company continues to aggressively seek additional 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. Additionally there can be no assurance that the Company's operations
will be profitable.

                                       8
<PAGE>
RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2002, COMPARED WITH YEAR ENDED
DECEMBER 31, 2001.

     The Company reported a net loss of $349,000 during 2002 compared to a net
loss of $377,000 in 2001. Oil and gas revenue increased from $293,000 in 2001 to
$591,000 in 2002, primarily due to the April 19, 2001 acquisition of SA Oil and
from the purchase of working interests in 23 oil and gas properties on June 5,
2002, effective April 1, 2002. Separately, SA Oil properties generated $368,000
and $281,000 in revenue for the years ended December 31, 2002 and December 31,
2001, respectively. The working interests in 23 oil and gas properties, acquired
effective April 1, 2002, generated $212,000 in revenue for the year ended
December 31, 2002. Properties owned prior to the acquisition of SA Oil and the
June 5, 2002 purchase generated $11,000 and $12,000 in revenue for the years
ended December 31, 2002 and December 31, 2001, respectively. Rental income
reported of $121,000 in 2002 is due to the purchase on December 11, 2002 of the
office building. The rental income was prorated for the month of December, from
the purchase date of December 11, 2002 to December 31, 2002. The decrease in
interest income of $18,000, from $67,000 for the year ended December 31, 2001 to
$49,000 for the year ended December 31, 2002 is attributable to reduced interest
income of $53,000 earned on lower cash balances as of December 31, 2002 compared
to December 31, 2001. This was partially offset by a payment of $31,000 received
for final settlement of funds held by an insurance company for future vehicle
damage claims, subsequent to the Company's sale of its rental car operations in
October of 1998.

     General and administrative expenses increased from $396,000 in 2001 to
$450,000 in 2002 due to increased office rent expense in the amount of $44,000,
increased professional fees of $26,000 and increased insurance premiums of
$22,000. The rental increase is a result of reduced reimbursements received by
the Company in 2002 for a sublease of its offices. The increase in professional
fees can be attributed to the accounting and legal fees incurred for services
relating to the June 5, 2002 purchase of working interests in the 23 oil and gas

                                       9
<PAGE>
properties and to the December 11, 2002 purchase of the office building. The
increase in insurance expense is due to increased premiums in 2002. The increase
in general and administrative expense described above was offset by a reduction
of $18,000 in vehicle lease expense incurred in 2001 and by reduced costs of
$20,000 in associated overhead in 2002.

     Depreciation, depletion and amortization expense increased from $144,000 in
2001 to $301,000 in 2002 due to additional depletion of $32,000 related to the
87 oil and gas properties, additional depletion and amortization of $81,000
related to the June 5, 2002, purchase of working interests in 23 oil and gas
properties and to depreciation of $44,000 recorded for the office building
purchased on December 11, 2002. The Property, after being purchased by the
Company and the other investors, was immediately conveyed to Scottsdale Thompson
Peak, LLC, a newly formed Arizona limited liability company (the "LLC"). The
Company owns 80% of the membership interests in, and is the manager of the LLC.

     Oil and gas operations expense increased from $155,000 in 2001 to $198,000
in 2002 due to the additional operating expenses of $10,000 related to the June
5, 2002, purchase of working interests in 23 oil and gas properties and to
increased expense of $33,000 incurred for existing properties, primarily due to
a full year of operating expenses recorded in 2002 for the 87 oil and gas
properties acquired on April 19, 2001. As of December 31, 2001, only nine months
of operating expenses were included in oil and gas operations for the 87 oil and
gas properties.

     During 2002, the Company received $68,000 from two companies that are
partially owned by four of the Company's executives or directors. These receipts
were reimbursements for administrative expenses incurred by the Company on
behalf of the related parties. These are recorded as a reduction of general and
administrative expense for 2002. At December 31, 2002, $16,000 of these
reimbursements are included in related party receivables.

     During 2002, the Company received $12,000 from a Company that is partially
owned by four of the Company's executives or directors for a month-to-month
sublease of the Company's offices. This is recorded as a reduction in rental
expense, included in general and administrative expense. At December 31, 2002,
all of the sublease payments had been received.

     At December 31, 2002, a note payable of $200,000, due no later than June
30, 2003, bearing an interest rate of 10%, with interest and principal due at
maturity, was owed to a majority shareholder of the Company. Also, at December
31, 2002, a note payable of $1,800,000, due December 2, 2004, bearing an
interest rate of 10%, with interest due monthly, was owed to the same majority
shareholder of the Company. At December 31, 2002, $12,000 of accrued interest on
the above-mentioned related party notes payable is included in accrued
liabilities.

     At December 31, 2002, a note payable of $903,000, due in September of 2005,
bearing an interest rate of 6%, with interest due quarterly, was owed to a
minority shareholder of the Company. At December 31, 2002, $5,000 of accrued
interest on the note payable is included in accrued liabilities.

OPERATING SEGMENTS

     The Company reports results from three operating segments; Real Estate
Activities, Oil and Gas Activities and Other, with Other primarily being general
and administrative expense and interest income. Operating revenue is generated
from two segments, after the purchase of the office building on December 11,
2002, as described below and in Note 14, Operating Segments. The Company owns
working and royalty interests in oil and gas properties that are primarily
located in Oklahoma and Texas. The oil and gas is sold to numerous oil refiners
and natural gas purchasers with no single entity purchasing 10% of the oil and
gas sold. On December 11, 2002, the Company invested in a venture that purchased
an office building in Scottsdale, Arizona, that is leased to a single tenant.
Although the tenant has entered into a 22 year bondable lease agreement with
multiple parties that guarantee payment under terms of the agreement, if the
financial condition of the tenant and the other guarantors were to deteriorate
and the tenant could not pay rents under the terms of the lease agreement, it
would have a material adverse effect on the Company. The Company has also
invested in a venture formed to purchase separate real estate property in
Scottsdale, Arizona. This property is now being marketed for sale as real estate
along with all of the permits that have been obtained to date. No revenue or
expense has been reported from this investment.

     REAL ESTATE ACTIVITIES. The Company's real estate assets are held by
limited liability companies. On October 6, 2000, the Company through its
membership in Triway Land Investors, LLC purchased approximately 10 acres of
land in Scottsdale, Arizona for $3,600,000. Original plans called for the
development of office buildings for lease or sale. Due to market conditions and
vacancy rates in the area, members of Triway have agreed to market the property
without substantial improvements. Efforts are currently being made to sell the
property, either in parcels or in its entirety.

     On December 11, 2002, the Company through its membership in Scottsdale
Thompson Peak, LLC purchased a 157,566 square foot office building that is 100%
percent leased by a single tenant for a term of 22 years. Under terms of the
office building lease Scottsdale Thompson Peak, LLC is to receive annual rents
of $2,096,000, paid in equal monthly installments during the first five years of
the lease. In years six, eleven and sixteen of the lease annual rents are
escalated by 10% of annual rents paid in the preceding year. All repairs and
maintenance, insurance, real estate taxes and utilities are the responsibility
of the tenant. The Company owns an 80% interest in Scottsdale Thompson Peak, LLC
and is the manager of the LLC.

     The Company has never recognized any income or expense on its investment in
Triway Land Investors, LLC and will not do so unless part or all of the property
is sold or market conditions warrant an impairment charge. For the partial month
of December 2002 that Scottsdale Thompson Peak, LLC owned the office building,
the Company reported revenue of $121,000. Depreciation expense for that same
period was $44,000 and interest expense reported was $82,000.

     OIL AND GAS ACTIVITIES. Revenues from oil and gas operations increased from
$293,000 in 2001 to $591,000 in 2002, and accounted for 78% of the total revenue
reported by the Company. The increase was due largely to the April 1, 2002
purchase of 23 oil and gas properties, along with rising prices received for oil
and gas sold in the second half of 2002. Depletion, depreciation and
amortization expense of $238,000 has been recorded in 2002, compared to $125,000
in 2001. Operating profits from the oil and gas activities were $102,000 in 2002
compared to a net loss of $21,000 in 2001.

     The Company sells its gas in the spot market, which is highly seasonal and
volatile. Oil prices will continue to be affected by world markets and
conditions. The uncertainty in the Middle East may continue to impact prices.

REAL ESTATE ACTIVITIES

     The Company, along with other investors, completed the purchase of an
office building leased by a single tenant located in Scottsdale, Arizona in
December 2002 as discussed above. The Property, after being purchased by the
Company and the other investors, was immediately conveyed to Scottsdale Thompson
Peak, LLC, a newly formed Arizona limited liability company (the "LLC"). The
Company owns 80% of the membership interests in, and is the manager of the LLC.
The Company intends to continue this use of the building. See "Liquidity and
Capital Resources."

     The Company entered into an agreement and made an investment in a limited
liability company acquiring real property for office development in Scottsdale,
Arizona in October 2000, as discussed above. Triway Land Investors L.L.C. is now
offering the property for sale. See "Liquidity and Capital Resources."

                                       10
<PAGE>
OIL AND GAS

     The Company, through it's wholly owned subsidiary, Stratford American
Energy Corporation, purchased working interests in 23 oil and gas properties
located in Oklahoma and Texas in exchange for $738,000 in cash. The transaction
closed on June 5, 2002. The purchase was effective as of April 1, 2002, and
therefore, the operating results have been included with the Company's operating
results from April 1, 2002. See "Liquidity and Capital Resources."

     The Company acquired SA Oil through a stock exchange transaction in April
2001 as discussed above. SA Oil owns working and/or royalty interests in 87 oil
and gas properties located in Oklahoma and Texas. The acquisition has been
accounted for as a purchase and, therefore, the results of the business acquired
from SA Oil have been included with the Company's operating results from April
19, 2001. See "Liquidity and Capital Resources."

     The Company also owns a nominal interest in four oil and gas wells in
Arkansas and Oklahoma that generate insignificant revenues.

CAPITAL REQUIREMENTS

     During the year ended December 31, 2002, the Company made a deposit of
$900,000 towards the purchase of real property along with other investors. The
purchase closed on December 11, 2002. The Property, after being purchased by the
Company and the other investors, was immediately conveyed to Scottsdale Thompson
Peak, LLC, a newly formed Arizona limited liability company (the "LLC"). The
Company owns 80% of the membership interests in, and is the manager of the LLC.
At close of escrow, the Company was credited with $700,000 of the escrow
deposit. A deposit of $200,000 is being held by Allianz Life Insurance Company
pending a final inspection of the construction, on March 31, 2003 and is
recorded to other receivables at December 31, 2002. The funds for the escrow
deposit came from Company cash of $250,000 and a loan of $650,000 from a
shareholder, due on June 30, 2003, bearing an interest rate of 10%. The loan is
secured by the Company's interest in Triway Land Investors, LLC. The Company
sold 2,000,000 shares of the Company's common stock in December 2002, for
$500,000. With the release of $700,000 of the escrow deposit and $500,000 from
the sale of the Company's common stock, the Company made a capital contribution
of $750,000 to Scottsdale Thompson Peak, LLC and a payment of $450,000 on the
principal of the above described note due to the shareholder. When the deposit
of $200,000 is released to the Company by Allianz, the proceeds will be used to
repay this related party note in full. See "Liquidity and Capital Resources."

     Other than the events described, 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.

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 important factors that may cause the
actual results to be materially different from the forward-looking statements.
Such factors include, among others, the following: the risk that Triway may not
be able to sell the land as presently scheduled and the risk that the Company's
investment in Triway may not be profitable; the risk that the working interests
in 23 oil and gas properties and the operations of SA Oil & Gas Corporation may
not be profitable; the risk that the Company will continue to recognize losses
from 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; the risk that the investment by the Company in
Scottsdale Thompson Peak, LLC may not be profitable; 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.

                                       11
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
Interpretation 46 clarifies the application of Accounting Research Bulletin No.
51, "Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. The
recognition and measurement provisions of Interpretation 46 are effective for
newly created variable interest entities formed after January 31, 2003, and for
existing variable interest entities, on the first interim or annual reporting
period beginning after June 15, 2002. The Company will adopt the provisions of
Interpretation 46 for existing variable interest entities on July 1, 2003, which
is not expected to have a material effect on the Company's financial statements.

     In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE, an
amendment to FASB Statement 123. Statement 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, Statement 148 amends the
disclosure requirements of Statement 123," ACCOUNTING FOR STOCK-BASED
COMPENSATION," to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
adopted the disclosure provisions of Statement 148 effective December 31, 2002.

     In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR
GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS.
Interpretation 45 describes the disclosures to be made by a guarantor in interim
and annual financial statements about obligations under certain guarantees the
guarantor has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The initial recognition and
measurement provisions of Interpretation 45 are applicable on a prospective
basis to guarantees issued or modified after December 15, 2002. While the
Company has various indemnity obligations included in contracts entered into in
the normal course of business, these obligations are primarily in the form of
indemnities that could result in immaterial increases of future costs, but do
not represent significant commitments or contingent liabilities of the
indebtedness of others. As a result, the Company does not expect Interpretation
45 to have a material effect on its financial condition or results of
operations. The Company adopted the disclosure provisions of Interpretation 45
effective December 31, 2002.

     In July 2002, the Financial Accounting Standards Board issued FASB
Statement No. 146, ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL
ACTIVITIES, which revises accounting for specified employee and contract
terminations that are part of restructuring activities. Statement No. 146
applies to costs associated with an exit activity (including restructuring) or
with a disposal of long-lived assets. Those activities can include eliminating
or reducing profit lines, terminating employees and contracts, and relocating
plant facilities or personnel. Under Statement No. 146, a company will record a
liability for a cost associated with an exit or disposal activity when that
liability is incurred and can be measured at fair value. The new requirement can
shift expense recognition from one quarter or fiscal year to another. The
provisions of Statement No. 146 are effective prospectively for exit or disposal
activities initiated after December 31, 2002. Management does not expect the
adoption of Statement No. 146 will have an effect on the Company's financial
statements.

     In April 2002, the Financial Accounting Standards Board issued FASB
Statement No.145, RESCISSION OF Statement No. 4, 44 AND 64, AMENDMENT OF
Statement No. 13, AND TECHNICAL CORRECTIONS. Statement No. 145 will rescind
Statement No. 4 which required all gains and losses from extinguishment of debt
to be aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. As a result of Statement No. 145, the criteria in APB
Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS, REPORTING THE EFFECTS OF
DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY
OCCURRING EVENTS AND TRANSACTIONS will now be used to classify those gains and
losses. Statement No. 64 amended Statement No. 4, and is no longer necessary
because Statement No. 4 has been rescinded. The provisions of Statement No. 145
are effective for fiscal years beginning after May 15, 2002. The Company adopted
Statement No. 145 upon issuance and the Company determined that there was no
effect on the Company's financial statements.

                                       12
<PAGE>
     On October 3, 2001, the Financial Accounting Standards Board issued
Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS, which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. While Statement No. 144 supersedes Statement No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF, it retains many of the fundamental provisions of that
Statement.

     Statement No. 144 also supersedes the accounting and reporting provisions
of APB Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS - REPORTING THE
EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND
INFREQUENTLY OCCURING EVENTS AND TRANSACTIONS, for the disposal of a segment of
a business. However, it retains the requirement in Opinion No. 30 to report
separately discontinued operations and extends that reporting to a component of
an entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. By broadening the
presentation of discontinued operations to include more disposal transactions,
the FASB has enhanced management's ability to provide information that helps
financial statement users to assess the effects of a disposal transaction on the
ongoing operations of an entity. Statement No. 144 is effective for fiscal years
beginning after December 15, 2001. The Company has adopted the provisions of
Statement No. 144 effective January 1, 2002. Management has determined that
there was no impact with the adoption of this statement.

     In June 2001, the Financial Accounting Standards Board issued Statement No.
143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS, which addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or normal use of the asset. Statement No. 143 requires that the fair value
of a liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
fair value of the liability is added to the carrying amount of the associated
asset and this additional carrying amount is depreciated over the life of the
asset. The liability is accreted at the end of each period through charges to
operating expense. If the obligation is settled for other than the carrying
amount of the liability, the Company will recognize a gain or loss on
settlement.

     The Company is required and plans to adopt the provisions of Statement No.
143 for the quarter ending March 31, 2003. To accomplish this, the Company must
identify all legal obligations for asset retirement obligations, if any, and
determine the fair value of these obligations on the date of adoption. The
Company believes there will be no cost associated with asset retirement
obligations, therefore, there is no fair value assigned for the liability of
asset retirement obligations.

     In July 2001, the Financial Accounting Standards Board issued Statement No.
141, BUSINESS COMBINATIONS and Statement No. 142, GOODWILL AND OTHER INTANGIBLE
ASSETS. Statement No. 141 requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001 as well as all
purchase method business combinations completed after June 30, 2001. Statement
No. 141 also specifies criteria that intangible assets acquired in a purchase
method business combination must meet to be recognized and reported apart from
goodwill, noting that any purchase price allocable to an assembled workforce may
not be accounted for separately. Upon its initial adoption, Statement No. 142
eliminated the amortization of all existing and newly acquired goodwill on a
prospective basis and requires companies to assess goodwill impairment, at least
annually, based on the fair value of the reporting unit.

     The Company has adopted the provisions of Statement No. 141 effective July
1, 2001. The Company has adopted Statement No. 142 effective January 1, 2002;
however, goodwill and intangible assets acquired after June 30, 2001 would be
subject to the amortization provisions of this Statement immediately. Management
has determined that there was no impact of adopting these Statements on the
Company's financial statements, including whether any transitional impairment
losses which would be required to be recognized as the cumulative effect of a
change in accounting principle.

                                       13
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  Index                                                     Page
                  -----                                                     ----

Stratford American Corporation and Subsidiaries Consolidated
  Financial Statements

         Independent Auditors' Report                                         15

         Consolidated Balance Sheet at December 31, 2002                      16

         Consolidated Statements of Operations for the years ended
         December 31, 2002 and 2001                                           17

         Consolidated Statements of Shareholders' Equity
         for the years ended December 31, 2002 and 2001                       18

         Consolidated Statements of Cash Flows for the years ended
         December 31, 2002 and 2001                                           19

         Notes to Consolidated Financial Statements                           20

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.

                                       14
<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, 2002, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the two-year period ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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, 2002, and the results of their
operations and their cash flows for each of the years in the two-year period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

                                            KPMG LLP


Phoenix, Arizona
March 14, 2003

                                       15
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

Cash and cash equivalents                                          $    155,000
Receivables:
  Oil and gas                                                           131,000
  Mortgage                                                               33,000
  Related party                                                          16,000
  Other                                                                 201,000
Investment in LLC                                                       564,000
Oil and gas interests, net                                            1,401,000
Real estate investments, net                                         25,100,000
Loan fees, net                                                          338,000
Other assets                                                            150,000
                                                                   ------------

                                                                   $ 28,089,000
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $    115,000
Notes payable and other debt                                         25,436,000
Accrued liabilities                                                     129,000
                                                                   ------------

         Total liabilities                                           25,680,000

Minority interest in consolidated subsidiary                            185,000


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 10,078,105 shares                    101,000
  Additional paid-in capital                                         28,204,000
  Accumulated deficit                                               (26,070,000)
  Treasury stock, 1,967 shares at cost                                  (11,000)
                                                                   ------------

                                                                      2,224,000
                                                                   ------------

                                                                   $ 28,089,000
                                                                   ============

          See accompanying notes to consolidated financial statements.

                                       16
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                        2002            2001
                                                    -----------     -----------
REVENUES:

  Oil and gas revenues                              $   591,000     $   293,000
  Property rental income                                121,000               0
  Interest and other income                              49,000          67,000
                                                    -----------     -----------
                                                        761,000         360,000

EXPENSES:

  General and administrative                            450,000         396,000
  Depreciation, depletion and amortization              301,000         144,000
  Oil and gas operations                                198,000         155,000
  Property rental operations                              4,000               0
  Interest                                              155,000          42,000
                                                    -----------     -----------
                                                      1,108,000         737,000
                                                    -----------     -----------

Net loss before minority interest and income taxes     (347,000)       (377,000)

Minority interest share of net loss                       2,000               0
                                                    -----------     -----------

Net loss before income taxes                           (345,000)       (377,000)

Income tax expense                                        4,000               0
                                                    -----------     -----------
Net loss                                            $  (349,000)    $  (377,000)
                                                    ===========     ===========

Basic and diluted net loss per share                $     (0.05)    $     (0.05)
                                                    ===========     ===========

          See accompanying notes to consolidated financial statements.

                                       17
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                 Common Stock          Additional                       Treasury Stock         Total
                           -----------------------       Paid-In       Accumulated    ------------------   Shareholders'
                             Shares        Amount        Capital         Deficit      Shares    Amount        Equity
                           ----------    ---------    ------------    ------------    ------   ---------    -----------
<S>                        <C>           <C>          <C>             <C>              <C>     <C>          <C>
Balance,
  December 31, 2000         6,385,820    $  64,000    $ 27,334,000    $(25,344,000)    1,967     (11,000)   $ 2,043,000
  Common stock issued         755,948        8,000         204,000                                              212,000
  Common stock cancelled     (263,663)      (3,000)        (42,000)        (45,000)
  Net loss                                                                (377,000)                            (377,000)
                           ----------    ---------    ------------    ------------    ------   ---------    -----------

Balance,
  December 31, 2001         6,878,105       69,000      27,496,000     (25,721,000)    1,967     (11,000)     1,833,000
  Common stock issued       3,200,000       32,000         708,000                                              740,000
  Net loss                                                                (349,000)                            (349,000)
                           ----------    ---------    ------------    ------------    ------   ---------    -----------

Balance,
  December 31, 2002        10,078,105    $ 101,000    $ 28,204,000    $(26,070,000)    1,967   $ (11,000)   $ 2,224,000
                           ==========    =========    ============    ============    ======   =========    ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                       18
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                    2002            2001
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Net loss                                                                      $   (349,000)   $   (377,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
     Minority interest loss                                                           (2,000)              0
     Depreciation, depletion and amortization                                        301,000         144,000
     Amortization of deferred loan fees                                                2,000               0

  Changes in assets and liabilities:
     Decrease (increase) in accounts, mortgage and other receivables                (275,000)         27,000
     Increase in other assets                                                        (15,000)        (51,000)
     Increase (decrease) in accounts payable                                          60,000          (4,000)
     Increase in accrued liabilities                                                  74,000          23,000
                                                                                ------------    ------------

NET CASH USED IN OPERATING ACTIVITIES                                               (204,000)       (238,000)
                                                                                ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in LLC                                                               (14,000)        (32,000)
     Purchase of real estate property                                            (25,244,000)              0
     Purchase of oil and gas interests                                              (738,000)              0
     Acquisition of SA Oil & Gas Corporation, net of cash acquired                         0          72,000
     Purchases of property and equipment                                             (32,000)        (52,000)
     Proceeds from minority interest                                                 187,000               0
                                                                                ------------    ------------

NET CASH USED IN INVESTING ACTIVITES                                             (25,841,000)        (12,000)
                                                                                ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from real estate financing                                          24,950,000               0
     Proceeds from issuance of common stock                                          500,000               0
     Repurchase of common stock                                                            0         (45,000)
     Payments on notes payable and other debt                                       (453,000)        (12,000)
                                                                                ------------    ------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                               24,997,000         (57,000)
                                                                                ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                         (1,048,000)       (307,000)

CASH AND CASH EQUIVALENTS, beginning of period                                     1,203,000       1,510,000
                                                                                ------------    ------------

CASH AND CASH EQUIVALENTS, end of period                                        $    155,000    $  1,203,000
                                                                                ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid during the period                                               $     83,000    $     38,000
                                                                                ============    ============
  Taxes paid during the period                                                  $      6,000    $      1,000
                                                                                ============    ============
Acquisition of assets and liabilities through issuance of common stock:
  Accounts receivable                                                           $          0    $     82,000
                                                                                ============    ============
  Oil and gas interests                                                         $          0    $    976,000
                                                                                ============    ============
  Accounts payable                                                              $          0    $     15,000
                                                                                ============    ============
  Note payable                                                                  $          0    $    903,000
                                                                                ============    ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Non-cash investment in LLC                                                    $     18,000    $          0
                                                                                ============    ============
  Non-cash issuance of common stock for loan guarantees                         $    240,000    $          0
                                                                                ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       19
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1 - NATURE OF BUSINESS

     Stratford American Corporation (the "Company") is engaged in the businesses
of the ownership of real estate and natural resource exploration and
development. The Company has no other significant operations.

ESTIMATES

     The Consolidated Balance Sheet and Statement of Operations have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
the Company to make certain estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, the Company evaluates
its estimates, including those related to investments, oil and gas interests and
contingencies and litigation. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

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.

CASH AND CASH EQUIVALENTS

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

INVESTMENTS

     The Company recorded a $750,000 investment for an 80% controlling financial
interest in the Scottsdale Thompson Peak, L.L.C. agreement related to the
purchase of real estate property in 2002.

     The Company recorded a $500,000 investment for the Triway Land Investors,
L.L.C. ("Triway") agreement related to real estate property development in 2000.
In September 2001, the Company contributed an additional $32,000 to Triway. In
April 2002 and January 2003, the Company contributed an additional $14,000 and
$18,000, respectively, to Triway. (See Note 3 below.)

REVENUE RECOGNITION

     The Company uses the sales method of accounting for crude oil revenues and
for natural gas reserves. Under this method, revenues are recognized based on
actual volumes of oil and gas sold to the purchasers. The Company recognizes
revenue in the month that the revenue is due for the real estate rental revenue.

                                       20
<PAGE>
CONCENTRATION OF CREDIT RISK

     Financial instruments that potentially expose the Company to concentrations
of credit risk consist primarily of unsecured accounts receivable from crude oil
and natural gas purchases and the potential that the single tenant of the
building owned by the Company may not be able to pay rents as agreed upon in the
bondable lease agreement.

PROPERTY AND EQUIPMENT

     OIL AND GAS PROPERTIES: The Company utilizes the successful efforts method
of accounting for its oil and gas properties as promulgated by Statement of
Financial Accounting Standards No. 19, "Financial Accounting and Reporting by
Oil and Gas Producing Companies." Under this method all costs associated with
productive wells and nonproductive developments wells are capitalized while
nonproductive exploration costs are expensed. Capitalized costs relating to
proved properties are depleted using the straight-line method over a period of
five to seven years.

     Capitalized costs of individual properties abandoned or retired are charged
to accumulated depletion, depreciation and amortization. Proceeds from sales of
individual properties are credited to property costs. No gain or loss is
recognized until the entire amortization base is sold or abandoned.

IMPAIRMENT OF LONG-LIVED ASSETS

     SFAS No. 144 provides a single accounting model for long-lived assets to be
disposed of. SFAS No. 144 also changes the criteria for classifying an asset as
held for sale; and broadens the scope of businesses to be disposed of that
quality for reporting as discontinued operations and changes the timing of
recognizing losses on such operations. The Company adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's
financial statements.

     In accordance with SFAS No. 144, long-lived assets, such as property, plant
and equipment, and purchased intangibles subject to amortization, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower
of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet.

     Prior to the adoption of SFAS No. 144, the Company accounted for long-lived
assets in accordance with SFAS No. 121, ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.

ENVIRONMENTAL

     The Company is subject to extensive Federal, state and local environmental
laws and regulations. These laws, which are constantly changing, regulate the
discharge of materials into the environment. Environmental changes affecting the
oil and gas properties in which the Company owns interests may have an impact on
the Company's future financial position or results of operations.

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

                                       21
<PAGE>
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 LOSS PER COMMON SHARE

     The Company calculated basic and diluted net loss per share in accordance
with the provisions of Statement of Financial Accounting Standards No. 128
"EARNINGS PER SHARE." Basic net loss per share is computed using the
weighted-average number of common shares outstanding during each period. Diluted
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 loss per share for 2002 and 2001,
respectively, 480,000 and 480,000 dilutive securities equivalents consisting of
stock options have been excluded because their inclusion would have been
antidilutive.

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.

     In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, "ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE,
an amendment to FASB Statement 123." Statement 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, Statement 148
amends the disclosure requirements of Statement 123," ACCOUNTING FOR STOCK-BASED
COMPENSATION," to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.

     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 pro forma net
loss would have been:

                                                YEARS ENDED DECEMBER 31,
                                              ----------------------------
                                                 2002             2001
                                              -----------      -----------
     Net loss:
       As reported                            $  (349,000)     $  (377,000)
                                              ===========      ===========

     Pro forma                                $  (349,000)     $  (377,000)
                                              ===========      ===========

     Diluted loss per share:
       As reported                            $     (0.05)     $     (0.05)
                                              ===========      ===========
     Pro forma                                $     (0.05)     $     (0.05)
                                              ===========      ===========

RECLASSIFICATIONS

     Certain reclassifications have been made to the prior year's consolidated
financial statement amounts to conform to the current year presentation.

                                       22
<PAGE>
NOTE 3 - REAL ESTATE INVESTMENTS

     On December 11, 2002, the Company, along with other investors, completed
the purchase of an office building leased by a single tenant located at 20225
North Scottsdale Road, Scottsdale, Arizona (the "Property") for $25,484,000,
which reflects the purchase price and closing costs incurred. The Company
intends to continue this use of the building. The purchase was pursuant to the
Purchase and Sale Agreement, dated July 17, 2002, by and between Opus West
Corporation, a Minnesota corporation, and the Company (the "Purchase and Sale
Agreement"). The Property, after being purchased by the Company and the other
investors, was immediately conveyed to Scottsdale Thompson Peak, LLC, a newly
formed Arizona limited liability company (the "LLC"). The Company owns 80% of
the membership interests in, and is the manager of, the LLC. The Company
contributed $750,000 in cash and its 80% undivided interest in the Property in
return for its 80% membership interest in the LLC, and other investors
contributed $187,500 in cash and their 20% undivided interest in the Property in
return for the remaining 20% of the membership interests in the LLC.

     The Company's cash contribution of $750,000 came from company cash of
$250,000 and the proceeds of the sale by the Company of 2,000,000 shares of
Company common stock for $500,000. The LLC funded the purchase of the Real
Property through a combination of the cash contributions described above and
loans obtained by the LLC in the aggregate amount of $24,300,000. The
$20,000,000 loan is financed with a 5.9% interest rate, 22 year straight-line
amortization note and is guaranteed by JDMD Investments, LLC, a major
shareholder of the Company, as described in the Guarantee Agreement dated
December 11, 2002 and described below. The $2,500,000 loan is financed with a 6%
interest rate, interest only note, for a period of two years, due December 11,
2004, and is guaranteed 50% by JDMD Investments, LLC, a major shareholder of the
Company, and 50% by Diamond Ventures, Inc. The $1,800,000 loan is financed with
a 10% interest rate note, interest only, for a period of two years, due December
2, 2004. The Company also issued a total of 1,200,000 shares of its common stock
to JDMD Investments, LLC, a major shareholder of the Company, for its agreement
to guarantee payment of certain exceptions or carve outs on the first mortgage,
the guarantee of 50% of a $2,500,000 million bank loan, the assignment of all
its interests in finding and negotiating the purchase of the Property, and the
mortgage loan and other financing involved.

     The consolidated financial statements include the accounts of the Company
and 100% of its subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Minority interest expense is recorded for the
20% minority interest held by outside investors in Scottsdale Thompson Peak,
L.L.C.

     The Company records depreciation expense on a straight-line basis over the
expected life of the building. The expected life of the building is forty years.
The Company recorded an asset of $25,484,000 for the office building, land and
associated closing costs. Depreciation in the amount of $44,000 and amortization
of loan fees of $2,000 has been recorded, leaving a net asset of $25,438,000.

     Had the purchase been completed as of January 1, 2001, the Company would
have reported the following:

                                            For the Year Ended December 31,
                                            -------------------------------
                                                      (Unaudited)
                                                 2002              2001
                                             -----------       -----------
     Total revenue                           $ 2,737,000       $ 2,456,000
     Net loss                                $  (276,000)      $  (334,000)
     Net loss per share                      $      (.03)      $      (.03)
     Pro Forma weighted
       average shares outstanding             10,078,105        10,110,867

     On October 26, 2000, the Company through its membership in Triway, a
limited liability company with two additional members, entered into an operating
agreement to acquire real property in Scottsdale, Arizona. The acquisition price
of the real property acquired by Triway, approximately 10 acres, was $3,600,000.
As a result, the Company made a $500,000 equity investment in Triway. According
to the operating agreement, the Company and a majority interest member of Triway
may be required to make additional contributions up to a proportionate specified
amount. On September 20, 2001, the Company contributed an additional $32,000
equity investment, proportionately, in accordance with the terms of the
operating agreement. On April 10, 2002, the Company contributed an additional
$14,000 equity investment, proportionately, in accordance with the terms of the
operating agreement. On October 31, 2002, Triway made a capital call requiring
the Company to contribute an additional $18,000 equity investment,

                                       23
<PAGE>
proportionately, in accordance with the terms of the operating agreement. The
capital call was recorded to accounts payable at December 31, 2002 and paid
subsequent to year-end. The Company may still be required to contribute up to an
additional $148,000, proportionately, at a future date as specified by the
operating agreement. From any distributions made by Triway, the Company is to
receive a priority payout of all capital contributed to Triway, plus an amount
required for the Company to receive a 9% per year rate of return through the
date all permits related to the proposed office development by Triway are
issued, and a 10% rate of return from the time all permits related to the
proposed office development by Triway are issued until all capital contributions
are returned. After all capital and priority returns have been distributed, the
managing member of Triway is to receive a distribution equal to 42.86% of
amounts previously distributed. The Company will then share in 17.5% of the
results from the total project. The Company is accounting for the Triway
investment under the cost method. The property is currently being marketed for
sale as real estate along with all permits that have been obtained to date.

NOTE 4 - OIL AND GAS ACTIVITIES

     On June 5, 2002, the Company, through its wholly owned subsidiary Stratford
American Energy Corporation, purchased working interests in 23 oil and gas
properties located in Oklahoma and Texas, effective April 1, 2002. The purchase
price was $738,000. The purchase price included oil and gas interests of
$687,000 and acquisition costs of $51,000 paid at closing. Additional intangible
development costs of $7,000 were incurred in 2002 for a treatment to enhance the
production of one of the producing properties. Additional acquisition costs of
$17,000, relating to the purchase were incurred. At December 31, 2002, $7,000 of
these additional acquisition costs remain in accounts payable. The total
acquisition costs of $68,000 are being amortized equally over a seven-year
period. For the year ended December 31, 2002, the Company recorded $7,000 in
amortization, leaving net acquisition costs of $61,000 on the books of the
Company at December 31, 2002. Depletion and amortization expense of $74,000 was
recorded in 2002, leaving a net asset of $620,000 on the books of the Company at
December 31, 2002. Revenue of $212,000 was recognized in 2002 for the working
interests. In addition to the working interest in the properties acquired, the
Company agreed to participate on a proportionate basis in the drilling of a
development well on one of the properties acquired. Drilling costs of $12,000
for the development well were pre-paid at closing and are included in the oil
and gas interests at December 31, 2002. This well is now completed and is a
producing property.

     On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil, from the shareholders of SA Oil, in exchange for 755,948 shares of
common stock of the Company. The fair market value of the Company's common
shares on the date of acquisition was $0.28 per share, a total value of
$212,000. The purchase was pursuant to the terms of the Stock Purchase Agreement
by and among the Company, SA Oil and the shareholders of SA Oil. SA Oil owns
working interests and/or royalty interests in 87 oil and gas properties located
in Oklahoma and Texas. The acquisition has been accounted for using the purchase
method of accounting. Assets and liabilities acquired are as follows:

             Accounts receivable                         $ 82,000
             Oil and gas interests                       $938,000
             Equipment                                   $ 38,000
             Accounts payable                            $ 15,000
             Note payable                                $903,000

     Oil and gas interests were recorded as $938,000 on the books of the Company
and are being depleted equally over a seven-year period, which is the estimated
life of the wells. The Company recorded depletion expense of $134,000 and
$101,000, respectively, for the twelve month periods ended December 31, 2002 and
2001, leaving a net asset on the books of the Company of $703,000 at December
31, 2002. In addition, equipment acquired in the transaction totaled $38,000.
This equipment is being depreciated equally over a five-year period. In 2001, an
additional $52,000 net, of equipment and intangible development costs were
capitalized and depreciation and amortization of $17,000 was recorded, leaving a
net asset of $73,000 on the books of the Company at December 31, 2001. In 2002,
$7,000 of equipment and intangible development costs were capitalized and
depreciation and amortization of $15,000 was recorded, leaving a net asset of
$65,000 in equipment and intangible development costs on the books of the
Company at December 31, 2002.

     The intangible development costs and equipment costs incurred during 2001
and 2002 were primarily for drilling development wells within existing leases
the Company participates in. The new equipment costs were for production
equipment on these new wells.

                                       24
<PAGE>
     Stratford American Resource Corporation originally paid $38,000 for a
nominal working interest in four oil and gas wells. Depletion recorded to date
is $25,000, leaving a net asset of $13,000.

     Total net assets relating to the oil and gas properties at December 31,
2002, are $1,401,000.

NOTE 5 - 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:
              2003                               $ 5,000
              2004                                 6,000
              2005                                 6,000
              2006                                 7,000
              2007                                 8,000
              Thereafter                           1,000
                                                 -------
                                                 $33,000
                                                 =======

NOTE 6- NOTES PAYABLE AND OTHER DEBT

     Notes payable and other debt consist of the following as of December 31,
2002:

     Note payable to Avionholding, SPA, due September 1, 2005,
       interest due quarterly at 6%                                  $   903,000

     Note payable to Allianz Life Insurance Company, due
       November 15, 2024, principal and interest due
       monthly at 5.9%, collateralized by the Deed of Trust,
       Assignment of Rents and Security Agreement                     20,000,000

     Note payable to Woodforest National Bank, due
       December 11, 2004, interest due monthly at 6%                   2,500,000

     Note payable to Southwest Holdings, LTD, due
       December 2, 2004, interest due monthly at 10%                   1,800,000

     Note payable to Southwest Holdings, LTD, principal and
       Accrued interest due June 30, 2003, interest at 10%,
       collateralized by the Company's investment in Triway              200,000

     Other, interest at 10.5%, matures July 1, 2010                       33,000
                                                                     -----------
                                                                     $25,436,000
                                                                     ===========

     Principal payments on notes payable and other debt loan provisions in
effect as outlined above, are as follows:

               Year ending December 31:
               2003                              $    665,000
               2004                                 4,793,000
               2005                                 1,426,000
               2006                                   555,000
               2007                                   589,000
               Thereafter                          17,408,000
                                                 ------------
                                                 $ 25,436,000
                                                 ============

                                       25
<PAGE>
NOTE 7 - 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, 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 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.

     The terms of the Company's notes payable and other debt approximate the
terms in the marketplace at which it could be replaced. Therefore, the fair
value approximates the carrying value of the financial instrument.

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, 2002, the amounts that
will actually be realized or paid at settlement or maturity of instruments could
be significantly different.

NOTE 8 - 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
specific 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 January 2000, the Board granted stock options to certain directors to
purchase 190,000 shares of common stock. The 2000 options are exercisable at
$1.25 per share, fully vested at grant date, and expire January 2005. In
November 2001, 100,000 options granted to certain directors in 1998 expired. The
Board extended these options with an exercise price of $0.50 for a period of 2
years with a new expiration date of November 2003. The fair value on the
extension date was less than the exercise price; therefore, no compensation
expense was recorded. In October 2002, 50,000 options granted to a consultant
for services performed in 1999 expired. The Board extended these options with an
exercise price of $.79 for a period of 2 years with a new expiration date of
October 2004. The options were fully vested at grant date and were valued at
$15,000 and charged to compensation expense in 1999. Immediately prior to the
extension being granted, the fair value of these options was zero. The fair
value at the extension date was less than the exercise price; therefore, no
compensation expense was recorded in 2002.

     The per share weighted-average fair value of stock options granted for the
period ended December 31, 2001 was $0.28, based upon the date of grant using the
Black-Scholes option-pricing model. The following weighted-average assumptions
were used for 2000: expected dividend yield 0%, expected volatility of 3%, risk
free interest rate of 5.2% and an expected life of 5 years. No new options were
granted in 2002, and the fair value of options extended in 2002 was less than
the exercise price, therefore, the options extended had no value.

                                       26
<PAGE>
     At December 31, 2002, the range of exercise prices and weighted average
remaining on contractual life of options was $.50 - $1.25 and 2.5 years,
respectively.

                                                       WEIGHTED AVERAGE EXERCISE
                                           NUMBER           PRICE PER SHARE
                                           ------           ---------------
     Outstanding, December 31, 2000       480,000               $  0.92
       Granted                                  0                     0
       Canceled                                 0                     0
       Exercised                                0                     0
                                          -------               -------
     Outstanding, December 31, 2001       480,000               $  0.92
                                          =======               =======

       Granted                                  0                     0
       Canceled                                 0                     0
       Exercised                                0                     0
                                          -------               -------
     Outstanding, December 31, 2002       480,000               $  0.92
                                          =======               =======

     The following table summarizes information about the stock options
outstanding at December 31, 2002:

<TABLE>
<CAPTION>
                                    WEIGHTED
                                    AVERAGE       WEIGHTED                     WEIGHTED
                                   REMAINING      AVERAGE                      AVERAGE
   RANGE OF         OPTIONS       CONTRACTUAL     EXERCISE        OPTIONS      EXERCISE
EXERCISE PRICE    OUTSTANDING        LIFE          PRICE        EXERCISABLE     PRICE
--------------    -----------        ----          -----        -----------     -----
<S>               <C>             <C>             <C>           <C>             <C>
$        0.50       100,000             .9        $  0.50         100,000       $  0.50
$0.79 - $0.80       190,000            1.8           0.80         190,000          0.80
$        1.25       190,000            2.0           1.25         190,000          1.25
                    -------        -------        -------         -------       -------
$0.50 - $1.25       480,000            1.6        $  0.92         480,000       $  0.92
                    =======        =======        =======         =======       =======
</TABLE>

NOTE 9 - SHAREHOLDERS' EQUITY

     On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil from the shareholders of SA Oil, in exchange for 755,948 shares of
common stock in the Company. SA Oil owns working interests and/or royalty
interests in 87 oil and gas properties located in Oklahoma and Texas.

     On December 21, 2001, the Company repurchased 263,663 shares of the
Company's common stock at the market price of $0.17 per share. These shares were
subsequently cancelled.

     On December 12, 2002, the Company issued 1,800,000 shares of its common
stock to the DRD-97 Trust in exchange for $450,000 in cash and issued 200,000
shares of its common stock to David Goldstein for $50,000 in cash. The shares
were valued at $0.25 per share.

     On December 12, 2002, the Company issued 1,200,000 shares of common stock
in the Company to JDMD Investments, L.L.C., a related party, valued at $0.20 per
share, in exchange for its agreement to guarantee payment of certain exceptions
or carve outs on the first mortgage, the guarantee of 50% of a $2,500,000 bank
loan, the assignment of all its interests in finding and negotiating the
purchase of the Property, and the mortgage loan and other financing involved.

                                       27
<PAGE>
NOTE 10 - INCOME TAXES

     Income taxes from continuing operations totaled $4,000 for the year ended
December 31, 2002. A reconciliation of the provision for income taxes on income
from continuing operations and the amount that would be computed using the
statutory federal income tax rate for the year ended December 31, 2002 was as
follows:

                                                     2002
                                                  ----------
     Computed income taxes at statutory
       federal income rate of 34%                 $ (117,000)       34.00%

     State income taxes, net of federal effect         2,000        -0.58%

     Change in federal valuation allowance           133,000       -38.55%

     Other                                           (14,000)        4.06%
                                                  ----------     --------
                                                  $    4,000        -1.07%
                                                  ==========     ========

     The provision for income taxes on income from continuing operations for the
year ended December 31, 2002 consisted of the following:

                                         CURRENT      DEFERRED      TOTAL
                                         --------     --------     --------
     Federal                             $      0     $      0     $      0
     State                                  4,000            0        4,000
                                         --------     --------     --------
                                         $  4,000     $      0     $  4,000
                                         ========     ========     ========

     The following carryforwards are available at December 31, 2002, to offset
future taxable income and income taxes as follows:

                                              Year Expires         Amount
                                              ------------         ------

     Net operating loss                         2003-2022        $9,761,000
     General business credit                      2019                5,000
     Alternative minimum tax credit                                  78,000

     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 carry forward.

     Deferred income tax assets (liabilities) included in the Consolidated
Balance Sheet at December 31, 2002 consisted of the following:

     Deferred tax asset:
     Allowance for mining interest impairment                   $   368,000
     Net operating loss carryforwards and federal tax credits     3,445,000
     Differences in depreciation and depletion                      128,000
                                                                -----------
     Total deferred tax assets before valuation allowance         3,941,000

     Valuation allowance                                          3,921,000
                                                                -----------
     Net deferred tax asset                                          20,000

     Deferred tax liability:
     Investment in partnership                                      (20,000)
                                                                -----------

     Net deferred taxes                                         $         0
                                                                ===========

     The valuation allowance for the deferred tax assets as of January 1, 2002
was $3,830,000. The net change in the total valuation allowance for the year
ended December 31, 2002 was an increase of $91,000.

                                       28
<PAGE>
NOTE 11 - OPERATING LEASE COMMITMENTS

     The aggregate future minimum lease commitments under a non-cancelable
operating lease for the Stratford American Corporation corporate offices are as
follows:

     Year ending December 31:
     2003                                     $117,000
     2004                                     $ 88,000

     The Company has no options for renewal under the current lease.

     Total rental expense was $105,000 in 2002 and $61,000 in 2001. Rental
expense for each of the two years was reduced by income received from subleases.

NOTE 12 - RELATED PARTY TRANSACTIONS

     During 2002, the Company received $68,000 from two companies that are
partially owned by four of the Company's executives or directors. These receipts
were reimbursements for administrative expenses incurred by the Company on
behalf of the related parties. These are recorded as a reduction of general and
administrative expense for 2002. At December 31, 2002, $16,000 of these
reimbursements is included in related party receivables.

     During 2002, the Company received $12,000 from a Company that is partially
owned by four of the Company's executives or directors for a month-to-month
sublease of the Company's offices. This is recorded as a reduction in rental
expense, included in general and administrative expense. At December 31, 2002,
all of the sublease payments had been received.

     At December 31, 2002, a note payable of $1,800,000, due in December 2004,
bearing an interest rate of 10%, with interest due monthly, was owed to a major
shareholder of the Company. At December 31, 2002, $10,000 of accrued interest on
the note payable is included in accrued liabilities.

     At December 31, 2002, a note payable of $200,000, due in June 2003, bearing
an interest rate of 10%, with principal and all accrued interest due at
maturity, was owed to a major shareholder of the Company. At December 31, 2002,
$1,000 of accrued interest on the note payable is included in accrued
liabilities.

     At December 31, 2002, a note payable of $903,000, due in September 2005,
bearing an interest rate of 6%, with interest due quarterly, was owed to a
minority shareholder of the Company. At December 31, 2002, $5,000 of accrued
interest on the note payable is included in accrued liabilities.

     During 2002, the Company issued 1,800,000 shares of its common stock to the
DRD-97 Trust in exchange for $450,000 in cash and issued 200,000 shares of its
common stock to David Goldstein for $50,000 in cash. The shares were valued at
$0.25 per share.

     During 2002, the Company issued 1,200,000 shares of its common stock to
JDMD Investments, L.L.C., a major shareholder of the Company, valued at $0.20
per share, for its agreement to guarantee payment of certain exceptions or carve
outs on the first mortgage, the guarantee of 50% of a $2,500,000 bank loan, the
assignment of all its interests in finding and negotiating the purchase of the
Property, and the mortgage loan and other financing involved. The $240,000 is
recorded as a loan fee and is being amortized monthly, pro-rata over the life of
the loans. At December 31, 2002, the net book value of the loan fee was
$238,000.

                                       29
<PAGE>
NOTE 13 - NET INCOME PER SHARE

The computation of basic and diluted net loss per share follows:

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                         ----------------------------
                                                             2002             2001
                                                         -----------      -----------
<S>                                                      <C>              <C>
Net loss                                                 $  (349,000)     $  (377,000)
                                                         ===========      ===========

Weighted average common shares outstanding - basic         7,053,447        6,910,867
                                                         ===========      ===========

Net loss per share - basic                               $     (0.05)     $     (0.05)
                                                         ===========      ===========

Weighted average common shares outstanding - basic         7,053,447        6,910,867
  Effect of dilutive securities - stock options                    0                0
                                                         -----------      -----------

Weighted average common shares outstanding - diluted       7,053,447        6,910,867
                                                         ===========      ===========

Net loss per share - diluted                             $     (0.05)     $     (0.05)
                                                         ===========      ===========
Stock options not included in diluted loss per share
  since antidilutive                                         480,000          480,000
                                                         ===========      ===========
</TABLE>

NOTE 14 - OPERATING SEGMENTS

     Revenue is now generated from two operating segments after the purchase of
the office building on December 11, 2002, as described below. The Company owns
working and royalty interests in oil and gas properties that are primarily
located in Oklahoma and Texas. The oil and gas is sold to numerous oil refiners
and natural gas purchasers with no single entity purchasing 10% of the oil and
gas sold. On December 11, 2002, the Company invested in a venture that purchased
an office building in Scottsdale, Arizona that is leased to a single tenant.
Although the tenant has entered into a 22 year bondable lease agreement with
multiple parties that guarantee payment under terms of the agreement, if the
financial condition of the tenant and the other guarantors were to deteriorate
and the tenant could not pay rents under the terms of the lease agreement, it
would have a material adverse effect on the Company. The Company has also
invested in a venture formed to purchase separate real estate property in
Scottsdale, Arizona. This property is now being marketed for sale as real estate
along with all of the permits that have been obtained to date. No revenue or
expense has been reported from this investment.

     The following summarizes information about the Company's operations by
operating segments for the years ended December 31, 2002 and 2001:

                                       30
<PAGE>
<TABLE>
<CAPTION>
                                 OIL & GAS         REAL ESTATE          OTHER              TOTAL
                                ------------      ------------       ------------       ------------
<S>                             <C>               <C>                <C>                <C>
DECEMBER 31, 2002
-----------------
Total revenue                   $    591,000      $    121,000       $     49,000       $    761,000

Operating profit (loss)              102,000            (8,000)          (439,000)          (345,000)

Identifiable assets                1,675,000        25,479,000            935,000         28,089,000

Depreciation, depletion and
  amortization expense               238,000            44,000             19,000            301,000

Interest expense                      54,000            82,000             19,000            155,000

Interest income                            0                 0             14,000             14,000

Income tax expense                     4,000                 0                  0              4,000

Expenditures for additions
  (long lived assets)                753,000        25,244,000             17,000         26,014,000

                                 OIL & GAS         REAL ESTATE          OTHER              TOTAL
                                ------------      ------------       ------------       ------------
DECEMBER 31, 2001
-----------------
Total revenue                        293,000                 0             67,000            360,000

Operating profit (loss)              (21,000)                0           (356,000)          (377,000)

Identifiable assets                1,102,000                 0          1,762,000          2,864,000

Depreciation, depletion and
  amortization expense               125,000                 0             19,000            144,000

Interest expense                      38,000                 0              4,000             42,000

Interest income                        4,000                 0             63,000             67,000

Expenditures for additions
  (long lived assets)                 52,000                 0                  0             52,000
</TABLE>

NOTE 15 - COMMITMENTS AND CONTINGENCIES

     The Company has adopted the disclosure provisions of the Financial
Accounting Standards Board Interpretation No.45, GUARANTOR'S ACCOUNTING AND
DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF
INDEBTEDNESS OF OTHERS. Interpretation 45 requires disclosures about obligations
under certain guarantees the guarantor has issued. While the Company has various
indemnity obligations included in contracts entered into in the normal course of
business, these obligations are primarily in the form of indemnities that could
result in immaterial increases of future costs, but do not represent significant
commitments or contingent liabilities of the indebtedness of others.

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 matter 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 9, 2003 (the "2003 Proxy Statement"), except that the information regarding
executive officers call for by Item 401 of Regulation S-B is included in Part I
of this report on page 4. The 2003 Proxy Statement is being prepared and its
expected to be filed with the Securities and Exchange Commission in definitive
form on or about April 25, 2003, and is expected to be furnished to shareholders
on or about May 30, 2003.

                                       31
<PAGE>
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

          The following reports on from 8-K were filed during the year ended
          December 31, 2002:

               On June 18, 2002, the Company filed a Form 8-K dated June 5,
               2002, relating to the Purchase and Sale Agreement between Crown
               Energy Drilling Production Fund 2001-1 Limited Partnership and
               Stratford American Energy Corporation ("SAEC"), a wholly owned
               subsidiary of the Company, pursuant to which working interests in
               23 oil and gas properties were purchased by SAEC.

               On December 26, 2002, the Company filed a Form 8-K dated December
               11, 2002, relating to the Purchase and Sale Agreement between
               Stratford American Corporation and Opus West Corporation pursuant
               to which real property was purchased by Stratford American
               Corporation and other investors and immediately conveyed to
               Scottsdale Thompson Peak, LLC an 80% subsidiary of the Company.

     (c)  EXHIBITS - See index beginning on page 37

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

ITEM 14. CONTROLS AND PROCEDURES

     As required by Rule 13a-14 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), within the 90 days prior to the filing date of
this report, the Company carried out an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
the Company's management, including our Chief Executive Officer, our President
and our Controller. Based upon that evaluation, our Chief Executive Officer, our
President and our Controller concluded that the Company's disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out its evaluation.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in Company reports filed under the Exchange Act is accumulated and
communicated to management, including the Company's Chief Executive Officer,
President and Controller as appropriate, to allow timely decisions regarding
required disclosure.

                                       32
<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 31, 2003               By /s/ David H. Eaton
                                      ------------------------------------------
                                      David H. Eaton, Chairman of the Board and
                                      Chief Executive Officer


     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 31, 2003               By /s/ David H. Eaton
                                      ------------------------------------------
                                      David H. Eaton, Chairman of the Board and
                                      Chief Executive Officer
                                      (Principal Executive Officer)


Date: March 31, 2003               By /s/ Mel L. Shultz
                                      ------------------------------------------
                                      Mel L. Shultz, President and Director


Date: March 31, 2003               By /s/ Gerald J. Colangelo
                                      ------------------------------------------
                                      Gerald J. Colangelo, Director


Date: March 31, 2003               By /s/ Richard H. Dozer
                                      ------------------------------------------
                                      Richard H. Dozer, Director


Date: March 31, 2003               By /s/ Dale M. Jensen
                                      ------------------------------------------
                                      Dale M. Jensen, Director


Date: March 31, 2003               By /s/ Mitchell S. Vance
                                      ------------------------------------------
                                      Mitchell S. Vance, Director


Date: March 31, 2003               By /s/ Daniel E. Matthews
                                      ------------------------------------------
                                      Daniel E. Matthews, Controller, Secretary
                                      & Treasurer

                                       33
<PAGE>
CERTIFICATIONS

I, Mel L. Shultz, certify that:

1. I have reviewed this annual report on Form 10-KSB of Stratford American
Corporation and its subsidiaries;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors what could significantly affect internal controls subsequent
to the date or our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003


                                       /s/ Mel L. Shultz
                                       ------------------------------
                                       Mel L. Shultz
                                       President and Director

                                       34
<PAGE>
CERTIFICATIONS

I, David H. Eaton, certify that:

1. I have reviewed this annual report on Form 10-KSB of Stratford American
Corporation and its subsidiaries;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors what could significantly affect internal controls subsequent
to the date or our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

                                       /s/ David H. Eaton
                                       ---------------------------
                                       David H. Eaton
                                       Chief Executive Officer and Chairman of
                                       The Board

                                       35
<PAGE>
CERTIFICATIONS

I, Daniel E. Matthews, certify that:

1. I have reviewed this annual report on Form 10-KSB of Stratford American
Corporation and its subsidiaries;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors what could significantly affect internal controls subsequent
to the date or our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

                                       /s/ Daniel E. Matthews
                                       ----------------------------
                                       Daniel E. Matthews
                                       Controller, Secretary and Treasurer

                                       36
<PAGE>
                                 EXHIBITS INDEX

Exhibits 10.19 and 99 are 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, 10.11, 10.12, 10.13, 10.14, 10.15, 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 December31,
1998, which was filed with the Securities and Exchange Commission on March 31,
1999. Exhibits 10.11, 10.12, and 10.13 were filed with the Company's Form 10KSB
for the year ended December 31, 1999 which was filed with the Securities and
Exchange Commission on March 30, 2000. Exhibit 10.14 was filed with the
Company's Form 10KSB for the year ended December 31, 2000 which was filed with
the Securities and Exchange Commission on March 30, 2001. Exhibit 10.15 was
filed as Exhibit 2.1 to the Company's Form 8-K, which was filed with the
Securities and Exchange Commission on May 2, 2001. Exhibit 10.16 was filed as
Exhibit 2.1 to the Company's Form 8-K, which was filed with the Securities and
Exchange Commission on June 18, 2002. Exhibit 10.17 was filed as Exhibit 2.1 to
the Company's Form 8-K, which was filed with the Securities and Exchange
Commission on December 26, 2002. Exhibit 10.18 was filed as Exhibit 10.1 to the
Company's Form 8-K, which was filed with the Securities and Exchange commission
on December 26, 2002. Exhibit 21.1 was filed with Form 10KSB 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     Articles 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, 1998               N/A

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

                                       37
<PAGE>
 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
         Systems, Inc. and Dollar Rent A Car Systems, Inc. dated
         October 1, 1998                                                     N/A

10.11    Post-Closing Statement between Dollar Rent A Car Systems, Inc.
         and Stratford American Car Rental Systems, Inc. dated
         January 27, 1999                                                    N/A

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

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

10.14    Operating Agreement between DVI Raintree, LLC, Stratford
         American Corporation and Colonial Raintree, LLC dated
         October 26, 2000                                                    N/A

10.15    Stock Purchase Agreement, dated March 22, 2001 by and among
         SA Oil and Gas Corporation, the shareholders of SA Oil and
         Gas Corporation and Stratford
         American Corporation.                                               N/A

10.16    Purchase and Sale Agreement, dated June 5, 2002 by and between
         Crown Energy Drilling Production Fund 2001-1 Limited
         Partnership and Stratford American Energy Corporation               N/A

10.17    Purchase and Sale Agreement, dated July 17, 2002, by and
         between Opus West Corporation, a Minnesota corporation, and
         Stratford American Corporation                                      N/A

10.18    Letter Agreement between Stratford American Corporation,
         JDMD Investments, L.L.C., Diamond Ventures, Inc., Golden Gate
         Apartments, Ltd., L.P., Auriga Properties, Inc., DRD-97 Trust
         and David Goldstein                                                 N/A

10.19    Operating Agreement of Scottsdale Thompson Peak, LLC                 39

 21.1    Subsidiaries                                                        N/A

  99     Officer Certification pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002                                           81

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

                                       38