SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                  For the fiscal year ended December 31, 2001

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

     Issuer's revenues for its most recent fiscal year: $360,000

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the February 28, 2002 closing price of $.18 per share,
is $934,000.

     At February 28, 2002, 6,878,105 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 26, 2002, in connection with the
Annual Meeting of Shareholders of the registrant to be held on July 10, 2002,
are incorporated by reference into Part III of this report.
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL

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

     On December 29, 1999, the Company's subsidiary, Stratford American Car
Rental Systems, Inc. sold real estate property including the Phoenix Dollar Rent
A Car base operation facilities for a price of $1,440,000. The Company has no
plans to participate in car rental related activities.

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

NARRATIVE DESCRIPTION OF BUSINESS

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

     REAL ESTATE. On October 26, 2000, the Company entered into an agreement
with two additional parties to acquire real property, approximately 10 acres, in
Scottsdale, Arizona for office development. 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 are issued, and a 10% rate of return from
the time all permits 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 percent of the
results from the total project. The Company has no other significant real estate
activity.

     NATURAL RESOURCES. 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. The fair market value of the Company's shares on the date of
acquisition was $0.28 per share. 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.

     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, 2001.

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
$113,000 per year. The term of the current lease expires in September 2004. The
Company believes its office space is sufficient to meet its operational needs in
the near future.

     NATURAL RESOURCE PROPERTIES - OIL AND GAS. On April 19, 2001, the Company
purchased 100 percent of the capital stock of SA Oil and Gas Corporation. SA Oil
owns working interests 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.

                                       2
<PAGE>
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
quarter ended December 31, 2001.

EXECUTIVE OFFICERS

       NAME              AGE              OFFICE              OFFICER SINCE
       ----              ---              ------              -------------

David H. Eaton           66      Chief Executive Officer           6/88
Mel L. Shultz            51      President                         5/87
Daniel E. Matthews       51      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 investment.

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

                                     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).

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

               TIME PERIOD                     HIGH        LOW
               -----------                     ----        ---

     2000:     First quarter                  1.875       1.1875
               Second quarter                 1.4375      .625
               Third quarter                  .9375       .5475
               Fourth quarter                 .59375      .25

     2001:     First quarter                  .3125       .24
               Second quarter                 .28         .21
               Third quarter                  .25         .18
               Fourth quarter                 .18         .15

     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.

                                       3
<PAGE>
HOLDERS

     As of February 28, 2002, the common stock of the Company is estimated to be
held beneficially by approximately 2,000 shareholders. No preferred stock is
outstanding.

DIVIDENDS

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

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

GENERAL

     The Company incurred a consolidated net loss from continuing operations for
the year ended December 31, 2001. Other than the real property acquisition made
on October 26, 2000 and the purchase of 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 5, respectively of the audited condensed consolidated financial statements
as of December 31, 2001, the Company presently has no significant operations,
and expects such losses to continue unless and until the Company is able to make
profitable acquisitions. There can be no assurance that the Company will be able
to make such acquisitions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The Consolidated Balance Sheet and the Statements of Operations have been
prepared in accordance with accounting principles generally accepted in the
United States. 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.

     The Company believes the following critical accounting policies affect it's
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.

LIQUIDITY AND CAPITAL RESOURCES

     On December 21, 2001, the Company repurchased 263,663 shares of the
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.

                                       4
<PAGE>
     On October 26, 2000, the Company through its membership in Triway Land
Investors, L.L.C. ("Triway"), a newly formed limited liability company with two
additional members, entered into an operating agreement to acquire real property
in Scottsdale, Arizona for office development. The acquisition price of the real
property acquired by Triway, approximately 10 acres, was $3,600,000. On
September 29, 2000, the Company advanced $775,000 through a promissory note to
one of the participating parties to assist in securing the acquisition of the
real property. On October 27, 2000, the entire promissory note, plus accrued
interest, was paid in full. Additionally, the Company made a $500,000 equity
investment in Triway. On September 20, 2001, the Company contributed an
additional $32,000 equity investment in accordance with the terms of the
operating agreement. The Company may still be required to contribute up to an
additional $180,500 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 are
issued, and a 10% rate of return from the time all permits 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 percent of the results from the total project.

     On February 14, 2000, the Company paid all minority interest holders of
Stratford American Car Rental Systems ("SCRS"), a subsidiary of the Company,
100% of their proportionate share of the outstanding minority interest
liability, totaling $459,000 as of December 31, 1999, in exchange for 100%
redemption of their stock held in SCRS.

     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, and the sale of Company shares in March 1999. We expect that the
current cash and cash equivalents will be sufficient to meet our forecasted
operating cash needs for the remainder of 2002, which includes the investment in
the real estate project 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 the 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.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2001, COMPARED WITH YEAR ENDED
DECEMBER 31, 2000

     The Company reported a net loss of $377,000 during 2001 compared to a net
loss of $497,000 in 2000. Oil and gas revenue increased from $11,000 in 2000 to
$293,000 in 2001 due to the April 19, 2001 acquisition of SA Oil, including
working interest and royalty interest revenue from additional oil and gas
properties. Separately SA Oil properties generated $281,000 in revenue in 2001,
while properties owned prior to the acquisition of SA Oil generated $12,000 in
revenue in 2001. Interest and other income decreased from $135,000 in 2000 to
$67,000 in 2001 due to reduced interest income earned on lower cash balances
from 2000 and 2001 and lower interest rates from 2000 to 2001.

     General and administrative expenses decreased from $612,000 in 2000 to
$396,000 in 2001 due to voluntary reduced officer salaries in the amount of
$107,000, and decreased rent in the amount of $46,000. Rental decreases are the
result of the subleasing of space in the Company's offices. Other general and
administrative expense reductions totaling $63,000 were reduced primarily from
employee benefits and associated overhead in 2001. Depreciation, depletion and
amortization expense increased from $22,000 in 2000 to $144,000 in 2001 due to
additional depletion related to the working interests and/or royalty interests
in 87 oil and gas properties acquired through SA Oil. Depletion and amortization
expense of $122,000 recorded in 2001 was due to the acquisition of the SA Oil
properties. Depletion and depreciation expense of $22,000 was recorded in 2001
for the previously owned properties and equipment. Oil and gas operations
expenses increased from $3,000 in 2000 to $155,000 in 2001 due to additional
operating expenses of $139,000 in 2001 related to the oil and gas properties
acquired through SA Oil. Oil and gas operations expenses for previously owned
properties were $16,000 in 2001. Interest expense increased from $6,000 in 2000
to $42,000 in 2001 due to the note payable of $903,000 acquired in the SA Oil
acquisition. Interest expense on the note payable of $903,000 was $38,000 in
2001. Interest expense on previous obligations was $6,000 in 2000 and $4,000 in
2001.

     During 2001, the Company received $68,000 from two companies that are
partially owned by four of the Company's executives. 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 2001. At December 31, 2001, $16,000 of these
reimbursements are included in related party receivables.

     During 2001, the Company received $12,000 from a Company that is partially
owned by four of the Company's executives for a month-to-month sublease of the
Company's offices. This is recorded as a reduction in rental expense. At
December 31, 2001, $4,000 of this sublease is included in related party
receivables.

     At December 31, 2001, 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, 2001, $5,000 of accrued
interest on the note payable is included in accrued liabilities.

REAL ESTATE ACTIVITIES

     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. Plans are being formulated for the
development of office condominium buildings totaling 100,000 sq. ft. The Company
began offering buildings for sale on a pre-constuction basis in late November
2001. The project is in the late stages of receiving plan approvals and permits
that are necessary prior to commencing construction. See "Liquidity and Capital
Resources."

                                       5
<PAGE>
OIL AND GAS

     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 combined with the Company 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

     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 fact that the Company has
no significant operations; the risk that Triway may not be able to sell the
office condominium buildings as presently scheduled and the risk that the
Company's investment in Triway may not be profitable; the risk that the
operations of the newly acquired SA Oil and 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; 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.

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB 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 will be required to adopt Statement No. 142 on 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 the impact of adopting these Statements on the
Company's financial statements, including whether any transitional impairment
losses will be required to be recognized as the cumulative effect of a change in
accounting principle, would be immaterial.

                                       6
<PAGE>
     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
determination of fair value is complex and will require the Company to gather
market information and develop cash flow models. Additionally, the Company will
be required to develop processes to track and monitor these obligations. Because
of the effort necessary to comply with the adoption of Statement No. 143, it is
not practicable for management to estimate the impact of adopting this Statement
at the date of this report.

     On October 3, 2001, the FASB 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 on long-lived assets.
While Statement No. 144 supercedes 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
EFFECT 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 managements' 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. At the current time, management does not
believe that the adoption of the statement on January 1, 2002 will have a
material impact on the Company's financial position.

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

               INDEX                                                        PAGE
               -----                                                        ----

Stratford American Corporation and Subsidiaries Consolidated
Financial Statements

     Independent Auditors' Report                                              9

     Consolidated Balance Sheet as of December 31, 2001                       10

     Consolidated Statements of Operations for the years ended
     December 31, 2001 and 2000                                               11

     Consolidated Statements of Shareholders' Equity
     for the years ended December 31, 2001 and 2000                           12

     Consolidated Statements of Cash Flows for the years ended
     December 31, 2001 and 2000                                               13

     Notes to Consolidated Financial Statements                               14

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.

                                       8
<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, 2001, 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, 2001. 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, 2001, and the results of their
operations and their cash flows for each of the years in the two-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.


                                  /s/ KPMG LLP


Phoenix, Arizona
March 8, 2002

                                       9
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001


                                     ASSETS

Cash and cash equivalents                                          $  1,203,000
Receivables:
    Oil and gas                                                          47,000
    Mortgage                                                             37,000
    Related party                                                        20,000
    Other                                                                 1,000
Investment in LLC                                                       532,000
Oil and gas interests, net                                              931,000
Other assets                                                             93,000
                                                                   ------------

                                                                   $  2,864,000
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $     37,000
Notes payable and other debt                                            939,000
Accrued liabilities                                                      55,000
                                                                   ------------
        Total liabilities                                             1,031,000

Shareholders' equity:
   Nonredeemable preferred stock, par value $.01 per share;
     authorized 50,000,000 shares, none issued
   Common stock, par value $.01 per share; authorized
     100,000,000 shares; issued and outstanding 6,878,105 shares         69,000
   Additional paid-in capital                                        27,496,000
   Accumulated deficit                                              (25,721,000)
   Treasury stock, 1,967 shares at cost                                 (11,000)
                                                                   ------------

                                                                      1,833,000
                                                                   ------------

                                                                   $  2,864,000
                                                                   ============

          See accompanying notes to consolidated financial statements.

                                       10
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                            2001         2000
                                                         ---------    ---------
REVENUES:
  Oil and gas revenue                                    $ 293,000    $  11,000
  Interest and other income                                 67,000      135,000
                                                         ---------    ---------
                                                           360,000      146,000
EXPENSES:
  General and administrative                               396,000      612,000
  Depreciation, depletion and amortization                 144,000       22,000
  Oil and gas operations                                   155,000        3,000
  Interest                                                  42,000        6,000
                                                         ---------    ---------
                                                           737,000      643,000
                                                         ---------    ---------

NET LOSS                                                 $(377,000)   $(497,000)
                                                         =========    =========
Basic and diluted net loss per share                     $   (0.05)   $   (0.08)
                                                         =========    =========

          See accompanying notes to consolidated financial statements.

                                       11
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<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, 1999             6,371,787    $64,000    $ 27,313,000    $(24,847,000)    1,967    $(11,000)   $2,519,000
  Common stock issued              16,700                     21,000                                              21,000
  Common stock cancelled           (2,667)                                                                             0
  Net loss                                                                  (497,000)                           (497,000)
                               ----------    -------    ------------    ------------    ------    --------    ----------
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
                               ==========    =======    ============    ============    ======    ========    ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       12
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                    2001            2000
                                                                ------------    ------------
<S>                                                             <C>             <C>
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Net loss                                                      $   (377,000)   $   (497,000)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation, depletion and amortization                         144,000          22,000
    Compensation expense for shares issued                                 0          21,000

  Changes in assets and liabilities:
    Decrease in accounts and mortgage receivable                      27,000          91,000
    Increase in other assets                                         (51,000)              0
    Decrease in accounts payable                                      (4,000)        (23,000)
    Increase (decrease) in accrued liabilities                        23,000         (10,000)
                                                                ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                               (238,000)       (396,000)
                                                                ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of SA Oil & Gas Corporation,
    net of cash acquired                                              72,000               0
  Redemption of minority interest                                          0        (459,000)
  Investment in LLC                                                  (32,000)       (500,000)
  Purchases of property and equipment                                (52,000)        (12,000)
                                                                ------------    ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                  (12,000)       (971,000)
                                                                ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on notes payable and other debt                            (12,000)        (13,000)
  Repurchase of common stock                                         (45,000)              0
                                                                ------------    ------------
NET CASH USED IN FINANCING ACTIVITIES                                (57,000)        (13,000)

NET DECREASE IN CASH AND CASH EQUIVALENTS                           (307,000)     (1,380,000)

CASH AND CASH EQUIVALENTS, beginning of year                       1,510,000       2,890,000
                                                                ------------    ------------
CASH AND CASH EQUIVALENTS, end of year                          $  1,203,000    $  1,510,000
                                                                ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid during the period                               $     38,000    $      6,000
                                                                ============    ============
  Taxes paid during the period                                  $      1,000    $      2,000
                                                                ============    ============

Acquisition of assets and liabilities through
 issuance of common stock:
  Accounts receivable                                           $     82,000    $          0
                                                                ============    ============
  Oil and gas interests                                         $    976,000    $          0
                                                                ============    ============
  Accounts payable                                              $     15,000    $          0
                                                                ============    ============
  Note payable                                                  $    903,000    $          0
                                                                ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       13
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - NATURE OF BUSINESS

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

ESTIMATES

     The Consolidated Balance Sheet and Statements of Operations have been
prepared in accordance with accounting principles generally accepted in the
United States. 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 it 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 $500,000 investment for the Triway Land Investors,
L.L.C. agreement related to real estate property development in 2000. In
September 2001, the Company contributed an additional $32,000 to the L.L.C. The
investment is accounted for under the cost method of accounting. (See note #3)

                                       14
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

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.

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.

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 development 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

     In accordance with Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Diposed Of" ("SFAS 121"), the Company reviews its long-lived assets to be
held and used, including oil and gas properties accounted for under the
successful efforts method of accounting, whenever events or circumstances
indicate that the carrying value of those assets may not be recoverable. An
impairment loss is indicated if the sum of the expected future cash flows is
less than the carrying amount of the assets. The Company has not recorded any
impairment loss related to its oil and gas properties during 2001 or 2000.

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
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

NET INCOME (LOSS) PER COMMON SHARE

     The Company calculates basic and diluted net income (loss) per share in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128 "Earnings Per Share". Basic net income (loss) per share is computed
using the weighted-average number of common shares outstanding during each
period. Diluted income (loss) per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the income of the Company. In calculating diluted net
income (loss) per share for 2001 and 2000, respectively 480,000 and 480,000
dilutive securities 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.

RECLASSIFICATIONS

     Certain reclassifications have been made to the 2000 Consolidated Statement
of Operations to conform with the 2001 presentation.

NOTE 3 - REAL ESTATE INVESTMENT IN LLC

     On October 26, 2000, the Company, through its 17.5% membership interest in
Triway Land Investors, L.L.C. ("Triway"), a newly formed limited liability
company with two additional members, entered into an operating agreement to
acquire real property in Scottsdale, Arizona, for office development. 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. On September 20, 2001, the Company contributed an additional $32,000
equity investment in accordance with the terms of the operating agreement. The
Company may still be required to contribute up to an additional $180,500 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 are issued, and a 10% rate
of return from the time all permits 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 percent of
the results from the total project. The Company has no other significant real
estate operations.

                                       15
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 4 - MINORITY INTEREST

     On February 14, 2000, the Company paid all minority interest holders of
Stratford American Car Rental Systems, Inc. ("SCRS"), 100% of their
proportionate share of the outstanding minority interest liability as of
December 31, 1999, in exchange for 100% redemption of their stock held in SCRS.

NOTE 5 - OIL AND GAS ACTIVITIES

     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. 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 amortized equally over a seven-year period which is the estimated
life of the wells. For the period from April 19, 2001 through December 31, 2001
the Company recorded $101,000 in amortization leaving a net asset of $837,000 on
the books of the Company at December 31, 2001. In addition, equipment acquired
in the transaction totaled $38,000. This equipment is being amortized equally
over a five-year period.

     Had the acquisition been completed as of January 1, 2000, the Company would
have reported the following:

                                       FOR THE YEAR ENDED DECEMBER 31,
                                       -------------------------------
                                                 (Unaudited)
                                           2001               2000
                                        ----------        ----------
Total Revenues                          $  534,000        $  707,000
Net loss                                $ (307,000)       $ (373,000)
Net loss per share                      $    (0.04)       $    (0.05)
Pro Forma weighted
 average shares outstanding:             7,134,544         7,141,677

                                       16
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 6 - 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:
              2002                               $ 5,000
              2003                                 5,000
              2004                                 6,000
              2005                                 6,000
              2006                                 7,000
              Thereafter                           8,000
                                                 -------
                                                 $37,000
                                                 =======

                                       17
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 7 - NOTES PAYABLE AND OTHER DEBT

     Notes payable and other debt consist of the following as of December 31,
2001:

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

     Other; interest @ 10.5%, matures 2010               36,000
                                                       --------
                                                       $939,000
                                                       ========

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

      Year ending December 31:
              2002                                        4,000
              2003                                        4,000
              2004                                        4,000
              2005                                      908,000
              2006                                        6,000
              Thereafter                                 13,000
                                                       --------
                                                       $939,000
                                                       ========

NOTE 8 - 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 note 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, 2001, the amounts that
will actually be realized or paid at settlement or maturity of the instruments
could be significantly different.

                                       18
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 9 - STOCK OPTION PLAN

     In July 1998, the Company adopted a Stock Option Plan (the "Plan"). Common
stock reserved for grants to key employees of the Company under the Plan in each
calendar year is based on a percentage of total common stock outstanding in each
such calendar year. The aggregate number of shares of common stock for which
options may be granted or for which stock grants may be made to any one
individual participating in the Plan may not exceed 500,000 shares per year or
2,000,000 shares over the term of the Plan. Options become exercisable over a
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 $.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.

     The per share weighted-average fair value of stock options granted for the
period ended December 31, 2000, was $.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.

     At December 31, 2001, the range of exercise prices and weighted average
remaining contractual life of options was $.50 - $1.25 and 2.5 years,
respectively.

                                                            WEIGHTED AVERAGE
                                                             EXERCISE PRICE
                                              NUMBER           PER SHARE

     Outstanding December 31, 1999           290,000             $ 0.70
      Granted                                190,000               1.25
      Canceled                                    --                 --
      Exercised                                   --                 --
                                            --------             ------
     Outstanding, December 31, 2000          480,000             $ 0.92
                                            ========             ======
      Granted                                     --             $   --
      Canceled                                    --                 --
      Exercised                                   --                 --
                                            --------             ------
     Outstanding, December 31, 2001          480,000             $ 0.92
                                            ========             ======

                                       19
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

     The following table summarizes information about the stock options
outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                                                                                 WEIGHTED
                                      WEIGHTED AVERAGE         WEIGHTED                          AVERAGE
   RANGE OF            OPTIONS            REMAINING            AVERAGED           OPTIONS        EXERCISE
EXERCISE PRICES      OUTSTANDING      CONTRACTUAL LIFE      EXERCISE PRICE      EXERCISABLE        PRICE
---------------      -----------      ----------------      --------------      -----------      --------
<S>                  <C>              <C>                   <C>                 <C>              <C>
 $0.50                 100,000               1.8                 $0.50            100,000          $0.50
 $0.79 - $0.80         190,000               2.3                  0.80            190,000           0.80
 $1.25                 190,000               3.0                  1.25            190,000           1.25
                      --------              ----                 -----           --------          ----
 $0.50 - $1.25         480,000               2.5                 $0.92            480,000          $0.92
                      ========              ====                 =====           ========          =====
</TABLE>

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

                                   YEARS ENDED DECEMBER 31,
                                  -------------------------
                                     2001            2000
                                  ----------      ---------
Net loss:
  As reported                     $ (377,000)     $(497,000)
                                  ==========      =========
  Pro forma                       $ (377,000)     $(550,000)
                                  ==========      =========
Diluted loss per share:
  As reported                     $    (0.05)     $   (0.08)
                                  ==========      =========
  Pro forma                       $    (0.05)     $   (0.09)
                                  ==========      =========

NOTE 10 - SHAREHOLDERS' EQUITY

     In January 2000, the Company gave a non-employee 16,700 shares of common
stock for services performed. The fair value of the shares of $21,000 was
charged to general and administrative expense in 2000. Also in January 2000, a
shareholder donated 2,667 shares of common stock back to the Company, which were
subsequently cancelled.

     On December 21, 2001, the Company repurchased 263,663 shares of the
Company's common stock at the 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 in the Company. SA Oil owns working interests and/or royalty
interests in 87 oil and gas properties located in Oklahoma and Texas.

NOTE 11 - INCOME TAXES

     There was no income tax associated with net income (loss) for the years
ended December 31, 2001, and 2000, due to available net operating loss
carryforwards applied.

                                       20
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

     The following carryforwards are available at December 31, 2001, to offset
future taxable income and income taxes as follows:

                                                YEAR
                                               EXPIRES           AMOUNT
                                               -------           ------
     Net operating loss                       2003-2021        $9,664,141
     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 carryforward.

     There are no deferred tax assets or liabilities reflected in the
accompanying Consolidated Balance Sheet as of December 31, 2001. The tax effect
associated with the types of temporary differences between the tax bases of
assets and liabilities and their financial reporting amounts that exist as of
December 31, 2001 are as follows:

     Allowance for mining interest impairment    $   393,000
     Net operating loss carryforwards and
      AMT credits                                  3,443,000
     Differences in depreciation and depletion         2,000
                                                 -----------
                                                   3,838,000
     Valuation allowance                          (3,838,000)
                                                 -----------
     Net deferred tax asset                      $         0
                                                 ===========

     The valuation allowance offsets the deferred tax asset due to the taxable
losses the Company has experienced in recent years. The valuation allowance
increased by $546,000 in 2001, but had no effect on net loss.

NOTE 12 - OPERATING LEASE COMMITMENTS

     The aggregate future minimum lease commitments under non-cancelable
operating leases are as follows:

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

     Total rental expense was $61,000 in 2001 and $107,000 in 2000. Rental
expense for each of the two years was reduced by income received from subleases.

NOTE 13 - RELATED PARTY TRANSACTIONS

     During 2001, the Company received $68,000 from two companies that are
partially owned by four of the Company's executives. 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 2001. At December 31, 2001, $16,000 of these
reimbursements are included in related party receivables.

     During 2001, the Company received $12,000 from a Company that is partially
owned by four of the Company's executives for a month-to-month sublease of the
Company's offices. This is recorded as a reduction in rental expense. At
December 31, 2001, $4,000 of this sublease is included in related party
receivables.

     At December 31, 2001, 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, 2001, $5,000 of accrued
interest on the note payable is included in accrued liabilities.

                                       21
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 14 - NET INCOME PER SHARE

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

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                                 -------------------------
                                                                    2001           2000
                                                                 -----------    ----------
<S>                                                              <C>            <C>
Net income (loss)                                                $  (377,000)   $ (497,000)
                                                                 ===========    ==========
Weighted average common shares outstanding - basic                 6,910,867     6,385,729
                                                                 ===========    ==========
Net income (loss) per share - basic                              $     (0.05)   $    (0.08)
                                                                 ===========    ==========
Weighted average common shares outstanding - basic                 6,910,867     6,385,729
Effect of dilutive securities - stock options                              0             0
                                                                 -----------    ----------
Weighted average common shares outstanding - diluted               6,910,867     6,385,729
                                                                 ===========    ==========
Net income (loss) per share - diluted                            $     (0.05)   $    (0.08)
                                                                 ===========    ==========
Stock options not included in diluted income (loss) per
 share since antidilutive                                            480,000       480,000
                                                                 ===========    ==========
</TABLE>

                                       22
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

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

                                    PART III

ITEMS 9, 10, 11 AND 12

     The information called for by Part III (Items 9, 10, 11 and 12) is
incorporated herein by reference from the material included under the captions
"Elections of Directors," "Principal Shareholders," and "Executive Compensation"
in Stratford American Corporation's definitive proxy statement (to be filed
pursuant to Regulation 14A) for its Annual Meeting of Shareholders to be held
July 10, 2002 (the "2002 Proxy Statement"), except that the information
regarding executive officers called for by Item 401 of Regulation S-B is
included in Part I of this report on page 3. The 2002 Proxy Statement is being
prepared and is expected to be filed with the Securities and Exchange Commission
in definitive form on or about April 26, 2002 and is expected to be furnished to
shareholders on or about May 31, 2002.

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

     There were no reports on Form 8-K filed for the three months ended December
     31, 2001.

(c)  EXHIBITS - See index beginning on page 25

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

                                       23
<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: April 1, 2002                 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: April 1, 2002                By: /s/ DAVID H. EATON
                                       -----------------------------------------
                                       David H. Eaton, Chairman of the Board
                                       and Chief Executive Officer
                                       (Principal Executive Officer)

Date: April 1, 2002                By: /s/ MEL L. SHULTZ
                                       -----------------------------------------
                                       Mel L. Shultz, President and Director

Date: April 1, 2002                By: /s/ GERALD J. COLANGELO
                                       -----------------------------------------
                                       Gerald J. Colangelo, Director

Date: April 1, 2002                By: /s/ RICHARD H. DOZER
                                       -----------------------------------------
                                       Richard H. Dozer, Director

Date: April 1, 2002                By: /s/ DALE M. JENSEN
                                       -----------------------------------------
                                       Dale M. Jensen, Director

Date: April 1, 2002                By: /s/ MITCHELL S. VANCE
                                       -----------------------------------------
                                       Mitchell S. Vance, Director

Date: April 1, 2002                By: /s/ DANIEL E. MATTHEWS
                                       -----------------------------------------
                                       Daniel E. Matthews, Controller,
                                       Secretary & Treasurer

                                       24
<PAGE>
                                 EXHIBITS INDEX

There are no original exhibits 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 December 31,
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 21.1 was filed with
Form 10-KSB for the year ended December 31, 1996, which was filed with the
Securities and Exchange Commission on March 31, 1997.

<TABLE>
<CAPTION>
NUMBER                         DESCRIPTION                                           PAGE
------                         -----------                                           ----
<S>        <C>                                                                       <C>
  3.1      Articles of Incorporation                                                 N/A

  3.2      By-laws                                                                   N/A

  3.3      Articles of Amendment to Articles of Incorporation                        N/A

  4.1      Form of Common Stock Certificate                                          N/A

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

  4.3      Article IV of the Articles of Incorporation                               N/A

  4.4      Article III of the Bylaws                                                 N/A

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

 10.2      Schedule of Omitted Indemnification Agreements                            N/A

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

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

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

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

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

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

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

                                       25
<PAGE>
<TABLE>
<S>        <C>                                                                       <C>
 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.            N/A
           and Stratford American Car Rental Systems, Inc. dated
           January 27, 1999

 10.12     Settlement Agreement between Stratford American Resource
           Corporation, Energy Investment Advisors, Inc., Oil & Gas
           Advisors, Inc., Petroleum Advisors & Co., Samuel B. Davis, and
           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

  21.1     Subsidiaries                                                              N/A
</TABLE>

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

                                       26