**Index**


**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 ____________
 
 **FORM
        10-QSB**
 (Mark
        One)
  x
              
              QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the quarterly period ended **March 31, 2006**o
              
              TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the transition period from __________ to
                __________
  Commission
        file number:  **0-17018**
 
 **STRATFORD
        AMERICAN CORPORATION**
 (Exact
        name of small business issuer as specified in its charter)
  **Arizona**
              
              **86-0608035**(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)
 
 **2400
          E. Arizona Biltmore Circle**
 **Building
          2, Suite 1270**
 **Phoenix,
          Arizona 85016**
 (Address
          of principal executive offices)
 
 **(602)
          956-7809**
 (Issuer’s
          telephone number, including area code)
 
 **Not
          Applicable**
 (Former
          name, former address and former fiscal year, if changed since last
          report.)
 
 Indicate
          by check mark 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 o
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act):   Yes o No x
 
 Applicable
          Only To Corporate Issuers
 
 State
          the
          number of shares outstanding of each of the issuer’s classes of common equity,
          as of the latest practicable date:  11,078,105
          shares of common stock, par value $.01 per share, as of April 30,
          2006.
 Transitional
          Small Business Disclosure Format (check one):  Yes o No x


**Index**





**STRATFORD
      AMERICAN CORPORATION**




**INDEX
      TO FORM 10-QSB**








PagePART
              I.
            
            FINANCIAL
              INFORMATION
            
            3ITEM
              1.
            
            FINANCIAL
              STATEMENTS
            
            3Condensed
                Consolidated Balance Sheet as of March 31, 2006
                (unaudited)
            
            3Condensed
              Consolidated Statements of Income for the
              three months
              ended March 31, 2006 and  2005 (unaudited)
            
            4Condensed
                Consolidated Statements of Cash Flows for the
                three months ended
                March 31, 2006 and 2005 (unaudited)
            
            5Notes
                to Condensed Consolidated Financial Statements
                (unaudited)
            
            6ITEM
              2.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            
            12ITEM
              3.
            
            CONTROLS
                AND PROCEDURES
            
            17PART
              II.
            
            OTHER
                INFORMATION
            
            18ITEM
              6.
            
            EXHIBITS
            
            18SIGNATURES
            
            19




2
 **Index**


**PART
        1.   FINANCIAL INFORMATION**
 
 **ITEM
        1.   FINANCIAL STATEMENTS**
 
 **STRATFORD
        AMERICAN CORPORATION AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **March
        31, 2006**
 (unaudited)
  **ASSETS**
 
 Cash
                    and cash equivalents
                
                $
                6,342,000Receivables:Oil
                    and gas
                
                
                303,000Related
                    party
                
                
                16,000Other
                
                
                12,000Oil
                    and gas interests, net
                
                
                1,645,000Other
                    assets
                
                
                100,000$
                8,418,000
 
 **LIABILITIES
          AND STOCKHOLDERS’ EQUITY**
 
 Accounts
                    payable
                
                
                256,000Accrued
                    liabilities
                
                
                40,000Net
                    liabilities of discontinued operations
                
                
                6,000Minority
                    interest
                
                
                80,000Total
                    liabilities
                
                
                382,000Commitments
                    and contingencies (See Note 8)Stockholders’
                    equity:Non-redeemable
                    preferred stock, par value $.01 per share;authorized
                    50,000,000 shares, none issuedCommon
                    stock, par value $.01 per share; authorized 100,000,000shares;
                    issued and outstanding 11,078,105 shares
                
                
                111,000Additional
                    paid-in capital
                
                
                28,511,000Accumulated
                    deficit
                
                
                (20,575,000
                )Treasury
                    stock, 1,967 shares at cost
                
                
                (11,000
                )Total
                    stockholders’ equity
                
                
                8,036,000$
                8,418,000
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 3
 **Index**
  **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 (unaudited)
  **For
                    the three months ended**
                ********
                ****
                **March
                    31,**
                ********
                ****
                **2006**
                ****
                **2005**REVENUES:Oil
                    & gas revenue
                
                $
                380,000
                
                $
                269,000Interest
                    and other income
                
                
                65,000
                
                
                39,000445,000
                
                
                308,000EXPENSES:General
                    and administrative
                
                
                240,000
                
                
                139,000Depreciation,
                    depletion and amortization
                
                
                94,000
                
                
                78,000Oil
                    & gas operations
                
                
                98,000
                
                
                72,000432,000
                
                
                289,000Net
                    income
                
                $
                13,000
                
                $
                19,000Basic
                    income per share
                
                $
                0.00
                
                $
                0.00Shares
                    used to compute basic income per share
                
                
                11,078,105
                
                
                11,078,105Diluted
                  income per share
                
                $
                0.00
                
                $
                0.00Shares
                    used to compute diluted income per share
                
                
                11,078,105
                
                
                11,178,105
 See
        accompanying notes to condensed consolidated financial statements
 4
 **Index**
  **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 (unaudited)
 **For
                    the three months ended**
                  **March
                    31,**
                ********
                ****
                **2006**
                ****
                **2005**CASH
                    FLOWS FROM CONTINUING OPERATING ACTIVITIES:Net
                    income from continuing operations
                
                $
                13,000
                
                $
                19,000Adjustments
                    to reconcile net income to net cash provided by continuing
                    operating activities:Depreciation,
                    depletion and amortization
                
                
                94,000
                
                
                78,000Changes
                    in assets and liabilities:Decrease
                    (increase) in oil and gas, related party and otherreceivables
                
                
                (7,000
                )
                
                6,000Increase
                    in oil and gas interests
                
                
                (35,000
                )
                
                (34,000
                )Decrease
                    in other assets
                
                
                17,000
                
                
                10,000Increase
                    in accounts payable
                
                
                142,000
                
                
                28,000Decrease
                    in accrued liabilities
                
                
                (81,000
                )
                
                (31,000
                )NET
                    CASH PROVIDED BY CONTINUING OPERATING ACTIVITIES
                
                
                143,000
                
                
                76,000CASH
                    FLOWS FROM CONTINUING INVESTING ACTIVITIES:Advances
                    to joint operators for development of oil and gasproperties
                
                
                (83,000
                )
                
                (97,000
                )Purchases
                    of property and equipment
                
                
                0
                
                
                (1,000
                )NET
                    CASH USED IN CONTINUING INVESTING ACTIVITIES
                
                
                (83,000
                )
                
                (98,000
                )CASH
                    FLOWS OF DISCONTINUED OPERATONS: (Revised - See Note
                    1)Operating
                    cash flows
                
                
                0
                
                
                (88,000
                )NET
                    CASH USED IN DISCONTINUED OPERATIONS
                
                
                0
                
                
                (88,000
                )NET
                    INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS
                
                
                60,000
                
                
                (110,000
                )CASH
                    AND CASH EQUIVALENTS, beginning of period
                
                
                6,282,000
                
                
                6,696,000CASH
                    AND CASH EQUIVALENTS, end of period
                
                $
                6,342,000
                
                $
                6,586,000SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATION:Interest
                    paid during the period
                
                $
                0
                
                $
                0Taxes
                    paid during the period
                
                $
                16,000
                
                $
                100,000
 See
        accompanying notes to condensed consolidated financial
        statements.
 5
 **Index**
 **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 (unaudited)
 
 Note
          1 -Basis
          of Presentation
 
 The
          accompanying unaudited condensed consolidated financial statements of Stratford
          American Corporation and subsidiaries (the “Company”) have been prepared in
          accordance with U.S. generally accepted accounting principles for interim
          financial information and pursuant to the rules and regulations of the
          Securities and Exchange Commission. Accordingly, they do not contain all
          of the
          information and footnotes required by U.S. generally accepted accounting
          principles for complete financial statements. In the opinion of management,
          all
          adjustments consisting of a normal and recurring nature considered necessary
          for
          a fair presentation have been included. Certain prior-period amounts have
          been
          reclassified to conform to the current period presentation. In addition,
          the
          Company has separately disclosed the operating, investing and financing
          portions
          of the cash flows attributable to its discontinued operations, which in
          prior
          periods were reported on a combined basis as a single amount. Operating
          results
          for the three months ended March 31, 2006 may not necessarily be indicative
          of
          the results that may be expected for the year ended December 31,
          2006.
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make certain estimates and
          assumptions that affect the amounts reported in the condensed consolidated
          financial statements and accompanying notes. Actual results could differ
          from
          those estimates. These interim financial statements should be read in
          conjunction with the unaudited consolidated financial statements and
          accompanying notes included in the Company’s Annual Report on Form 10-KSB for
          the year ended December 31, 2005, as filed with the Securities and Exchange
          Commission.
 
 Note
          2 -Going-Private
          Proposal
 
 On
          January 31, 2006, the Company entered into an Agreement and Plan of Merger
          (the
“Merger Agreement”) with JDMD Investments, L.L.C., an Arizona limited liability
          company (“JDMD”), Stratford Holdings Investment, L.L.C., an Arizona limited
          liability company (“Stratford Holdings”), and Stratford Acquisition, L.L.C., an
          Arizona limited liability company and a wholly-owned subsidiary of Stratford
          Holdings (“Stratford Acquisition” and together with JDMD and Stratford Holdings,
          the “Buyout Parties”), pursuant to which Stratford Acquisition will merge with
          and into the Company (the “Merger”), with the Company continuing as the
          surviving corporation.
 
 Pursuant
          to the Merger Agreement, at the effective time of the Merger, each issued
          and
          outstanding share of common stock of the Company (“Common Stock”), other than
          Common Stock owned by the Company or any wholly-owned subsidiary of the
          Company,
          by the Buyout Parties and by shareholders who properly exercise dissenters’
rights, will be converted into the right to receive $0.80 in cash per share,
          without interest. On April 20, 2006, the Company entered into an Amendment
          to
          Agreement and Plan of Merger (the “Amendment”) with the Buyout Parties. The
          Amendment amends the Merger Agreement. Pursuant to the terms of the Amendment,
          the consideration payable to each shareholder of the Company upon consummation
          of the Merger was increased from $0.80 per share to $0.90 per share. All
          other
          terms of the Merger Agreement remained
          the same. JDMD intends to finance the Merger through use of the
          Company’s  cash
          reserves, which will become available immediately upon the effectiveness
          of the
          Merger, and other cash available to JDMD from its business activities unrelated
          to the Company.
 6
 **Index**
 This
          is a
“going private” transaction. The Merger will extinguish all equity interests in
          the Company held by its public shareholders and will result in the Company
          being
          a wholly-owned subsidiary of Stratford Holdings. JDMD, as sole owner of
          Stratford Holdings, will be the beneficiary of the earnings and growth
          of the
          Company, if any, following the Merger and will bear the risks of any decrease
          in
          the value of the Company following the Merger.
 
 Following
          the Merger, the Company’s common stock will no longer be publicly traded, and
          the Company will no longer file periodic reports with the Securities and
          Exchange Commission.
 
 The
          Merger is conditioned upon, among other things, the affirmative vote of
          the
          holders of a majority of the outstanding unaffiliated shares of Common
          Stock
          (those not owned, directly or indirectly, by the Buyout Parties or their
          affiliates) and the affirmative vote of the holders of a majority of all
          outstanding shares of Common Stock (including those shares owned, directly
          or
          indirectly, by the Buyout Parties or their affiliates). Refer to the Company’s
          filings on Form 8-K dated January 31, 2006 and April 20, 2006, and filed
          with
          the Securities and Exchange Commission on February 1, 2006 and April 20,
          2006,
          respectively, for additional information.
 Prior
            to the date that the Company’s shareholders approve and adopt the Merger
            Agreement and the Merger, the Board of Directors is permitted to engage
            in
            discussions and negotiations with a third party regarding a competing
            acquisition offer if: (a) the Board determines in good
            faith****that any such competing offer is a superior
            alternative to the Merger; (b) the Board reasonably determines in good
            faith
            that Board’s fiduciary duties under Arizona law require discussions to be
            conducted with the third party; and (c) the Company provides Stratford
            Holdings
            with written notice of the competing offer and the material terms of
            such offer.
            The Board of Directors is permitted by the Merger Agreement to withdraw
            its
            recommendation of the Merger Agreement and the Merger only if it: (a)
            reasonably
            determines in good faith, after consultation with and taking into account
            the
            advice of its outside legal counsel,****that such action is
            necessary in order for the Board to comply with its fiduciary duties
            under
            Arizona law; and (b) has given notice of its intention to withdraw its
            recommendation, and has not received an offer from Stratford Holdings
            within
            five business days which matches or exceeds the competing acquisition
            offer.
 Note
          3 -Real
          Estate Investments/Discontinued Operations
 
 On
          August
          30, 2004, Scottsdale Thompson Peak, LLC (“STP”), entered into a Purchase and
          Sale Agreement (“the Agreement”) with Holualoa Arizona, Inc, an Arizona
          corporation (“Holualoa”) to sell the Company’s real estate segment, which
          consisted primarily of an office building located in Scottsdale, Arizona
          (“the
          Property”). The Agreement called for the closing of the sale of the Property by
          the end of November 2004 at a price of $31,400,000. The transaction closed
          on
          November 9, 2004. Debt service obligations of $23,401,000, which were inclusive
          of a $20,000,000, 5.9% loan, a $2,500,000, 6% loan and a $1,800,000, 10%
          loan,
          were paid out of the cash proceeds from the sale of the Property. Net cash
          proceeds from the November 9, 2004 sale of the Property to STP,
          of
          which the Company owns 80% of the membership interests in, were $7,468,000.
          The
          Company’s 80% share of the proceeds was approximately $5,974,000. The Company
          has not made any decisions as to the use of the proceeds from the sale
          of the
          Property and is currently evaluating the best use of these proceeds. Should
          the
          Merger Agreement, discussed in Note 2, be approved and adopted
          by the Company’s shareholders, the cash reserves will be become immediately
          available. JDMD intends to finance the Merger through use of the cash reserves
          of the Company, and cash available to JDMD from its business activities
          unrelated to Stratford.
 
 The
          real
          estate segment has been accounted for as a discontinued operation and,
          accordingly, its net liabilities and cash flows are segregated for all
          periods
          presented in the accompanying unaudited condensed consolidated financial
          statements.
 7
 **Index**
 The
          components of net liabilities of discontinued operations as of March 31,
          2006
          consist of accounts payable of $6,000. These liabilities will be adjusted
          in the
          future if the Company’s estimate of remaining costs changes. The effect of any
          future adjustments to net liabilities of discontinued operations would
          be
          presented in the income statement as an adjustment to the previously recorded
          gain on sale of building.
 
 Note
          4 -Earnings
          Per Share
 
 In
          accordance with the provisions of FASB Statement of Financial Accounting
          Standards No. 128 (“Statement 128”), EARNINGS PER SHARE, basic earnings per
          share is computed on the basis of the weighted-average number of common
          shares
          outstanding during the periods. Diluted earnings per share is computed
          based
          upon the weighted-average number of common shares plus the assumed issuance
          of
          common shares for all potentially dilutive securities. There were no potentially
          dilutive securities outstanding for the three month period ended March
          31, 2006. In
          calculating diluted net earnings per share for the three month period ended
          March 31, 2005, common stock equivalents consisting of 100,000 stock options
          have been included.
 
 Note
          5 -Employee
          Stock Options
 
 Prior
            to
            January 1, 2006, the Company accounted for stock-based compensation
            plans in accordance with Accounting Principles Board Opinion
            No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
            related interpretations. Effective January 1, 2006, the Company adopted
            Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based
            Payment" ("SFAS 123R"), using the modified prospective transition
            method. Under the modified prospective transition method, compensation
            cost is recognized in the financial statements beginning with
            the
            effective date based on the requirements of SFAS 123R for all share-based
            payments granted after that date, and based on the requirements
            of SFAS No. 123, "Accounting for Stock Based Compensation" ("SFAS
            123") for all unvested awards granted prior to the effective date of
            SFAS
            123R. Results for prior periods are not restated using the modified
            prospective transition method.
  The
            adoption of SFAS 123R had no impact on the Company's financial
            condition or results of operations as there were no stock options
            outstanding as of January 1, 2006.
 Had
            the
            Company determined compensation cost based on the fair value at the grant
            date
            for its stock options under SFAS 123, the Company’s pro forma net income would
            have been:
 **For
                      the three months ended**
                    **March
                      31, 2005**Net
                      income - as reported
                  $
                  19,000Less:Total
                      stock based employee compensation expenseDetermined
                      under fair value method for stock options
                  
                  0Net
                      income - pro forma
                  $
                  19,000Basic
                      and diluted net income per share - as reported
                  $
                  0.00Basic
                      and diluted net income per share - pro forma
                  $
                  0.00
 8
 **Index**
 Note
          6 -Oil
          and Gas Interests
 
 The
          Company, through its wholly owned subsidiary Stratford American Energy
          Corporation (“SAEC”), purchased working interests in 23 oil and gas properties
          located in Oklahoma and Texas, effective April 1, 2002. Subsequent to the
          2002
          purchase, the Company has participated in the successful drilling of new
          producing wells, and as of March 31, 2006 has working interests in 40 producing
          oil and gas properties. The Company also has a 10% working interest in
          leases
          covering 14,000 acres of land. Development and equipment expenditures,
          by the
          Company through SAEC, during the first quarter of 2006 were $118,000. Of
          these
          expenditures, $41,000 was prepaid to an operator for the drilling of a
          development well in which the Company elected to participate during the
          three
          months ended March 31, 2006, $42,000 was prepaid to two operators for the
          drilling of two development wells in which the Company elected to participate
          during 2005, and $35,000 was paid for equipment costs for existing properties.
          As of March 31, 2006, the Company had prepaid two operators a total of
          $166,000 for the drilling of four development wells. These development
          wells are
          expected to be completed in the second quarter of 2006. Total capitalized
          costs
          of the SAEC properties and accumulated depletion and amortization are as
          follows:
 
 **March
                    31, 2006**Oil
                    and gas interests
                
                $
                1,687,0002006
                    development costs and equipment additions
                
                
                118,000Less
                    accumulated depletion and amortization
                
                
                (506,000
                )Net
                    oil and gas interests
                
                $
                1,299,000
 
 The
          Company recognized depletion expense of $49,000 and $34,000 for the three
          months
          ended March 31, 2006 and 2005, respectively.
 
 In
          addition to the oil and gas interests, acquisition costs of $68,000 are
          being
          amortized equally
          over a seven-year period, which is the estimated life of the wells. The
          Company
          recognized amortization
          expense of $2,000 for each of the three month periods ended March 31, 2006
          and
          2005, respectively. Total accumulated amortization of acquisition costs
          at March
          31, 2006 was $37,000, leaving net acquisition costs of $31,000 on the books
          of
          the Company.
 
 On
          April
          19, 2001, the Company purchased 100% 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 and/or royalty interests in 87
          oil and
          gas properties located in Oklahoma and Texas. Total capitalized costs of
          the SA
          Oil properties and accumulated depletion and amortization are as
          follows:
 
 **March
                    31, 2006**Oil
                    and gas interests
                
                $
                3,723,000Less
                    accumulated depletion and amortization
                
                
                (3,383,000
                )Net
                    oil and gas interests
                
                $
                340,000
 9
 **Index**
 Oil
          and
          gas interests are being depleted equally over a seven-year period, which
          is the
          estimated life of the wells. The Company recognized depletion expense of
          $33,000
          for each of the three month periods ended March 31, 2006 and 2005, respectively.
          The Company recorded amortization expense on intangible drilling costs
          and
          depreciation expense on equipment of $6,000 and $5,000 for the three month
          periods ended March 31, 2006 and 2005, respectively.
 
 In
          addition to the oil and gas interests, acquisition costs of $48,000 are
          being
          amortized equally over a seven-year period. The Company recognized amortization
          expense of $2,000 for each of the three month periods ended March 31, 2006
          and
          2005, respectively. Total accumulated amortization of the acquisition costs
          at
          March 31, 2006 was $36,000 leaving net acquisition costs of $12,000 on
          the books
          of the Company.
 
 Stratford
          American Resource Corporation (“SARC”) originally paid $38,000 for a nominal
          working interest in five oil and gas wells. The wells were fully depleted
          at
          March 31, 2006. During 2005, a well that had previously been shut-in was
          recompleted and returned to production and the Company paid $6,000 in intangible
          drilling costs. These costs are being amortized equally over a five-year
          period,
          which is the estimated life of the well.
  Total
          net
          oil and gas interests at March 31, 2006 are $1,645,000. Total net acquisition
          costs relating to the oil and gas properties are $43,000 and are reported
          within
          other assets in the accompanying unaudited condensed consolidated balance
          sheet.
  Note
          7 -Related
          Party Transactions
 
 During
          the three months ended March 31, 2006, the Company received $17,000 from
          two
          companies that are partially owned by four of the Company’s executive officers
          or directors. These receipts were reimbursements for administrative expenses
          incurred by the Company on behalf of the related parties. These reimbursements
          are accrued monthly and are recorded as a reduction of general and
          administrative expense for the three months ended March 31, 2006. At March
          31,
          2006, $16,000 of these reimbursements are recorded as related party receivables
          in the accompanying unaudited condensed consolidated balance sheet.
 
 The
          Company has a month-to-month sublease of the Company’s offices with a company
          that is
          owned
          by a majority shareholder of the Company. The monthly rent is $2,000, which
          is
          at market rate.
          The
          Company received $6,000 for each of the three months ended March 31, 2006
          and
          2005. These receipts from the sublease were recorded as a reduction in
          rental
          expense, included in general and administrative expense in the accompanying
          unaudited condensed consolidated statements of income. At March 31, 2006,
          all of
          the sublease payments had been received.
  Note
          8 -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 .
 10
 **Index**
 Note
          9 -Recent
          Accounting Pronouncements
 
 In
          March
          2005, the FASB issued FASB Interpretation No. 47 (“FIN 47”), ACCOUNTING
          FORCONDITIONAL ASSET RETIREMENT OBLIGATIONS, an interpretation of FASB
          Statement
          No. 143. FIN 47 clarifies that an entity is required to recognize a liability
          for a legal obligation to perform an asset retirement activity if the fair
          value
          can be reasonably estimated even though the timing and (or) method of settlement
          are conditional on a future event. FIN 47 was required to be adopted for
          annual
          reporting periods ending after December 15, 2005. Management has determined
          that
          the adoption of this standard will not have a material impact on the Company’s
          financial condition or results of operations.
 
 In
          May
          2005, the FASB issued SFAS No. 154, ACCOUNTING CHANGES AND ERROR CORRECTIONS
          - a
          replacement of APB Opinion No. 20 and FASB Statement No. 3, which provides
          guidance on the accounting for and reporting of accounting changes and
          error
          corrections. The statement requires retrospective application to prior
          periods’
financial statements of changes in accounting principles, unless it is
          impracticable to determine the period-specific effects of the cumulative
          effect
          of the change. The guidance provided in Accounting Principles Board (APB)
          Opinion No. 20 for reporting the correction of an error in previously issued
          financial statements remains unchanged and requires the restatement of
          previously issued financial statements. SFAS No. 154 was effective for
          accounting changes and corrections of errors made in fiscal years beginning
          after December 15, 2005. The adoption of this standard did not have any
          impact
          on the Company’s financial condition or results of operations.


11
 **Index**
  **ITEM
        2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS**
 Forward
            Looking Statements
 
 This
            quarterly report contains forward-looking statements within the meaning
            of
            Section 27A of the Securities Act of 1933 and Section 21E of the Securities
            Exchange Act of 1934 (forward-looking statements) that involve certain
            risks and
            uncertainties. The following discussion and analysis should be read in
            conjunction with our condensed consolidated financial statements and notes
            thereto appearing elsewhere in this report. Except for the historical
            information contained herein, any statements that refer to expectations,
            projections or other characterization of future events or circumstances,
            and
            especially those which include variations of the words “believes,” “intends,”
“estimates,” “anticipates,” “expects,” “plans,” or similar words or variations
            thereof, are likely to be forward-looking statements, and as such, are
            likely to
            concern matters involving risk, uncertainty, unpredictability and other
            factors
            that could materially and adversely affect the outcome or results indicated
            by
            or inferred from the statements themselves. Such factors include, among
            others,
            the following: the risk that the working interests in the SAEC oil and
            gas
            properties and the operations of SA Oil may not be profitable; the risk
            that the
            Company will recognize losses from operations; 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 quarterly report and from time to time in the Company’s other
            filings with the Securities and Exchange Commission. Therefore, the reader
            is
            advised that the following discussion should be considered in light of
            the
            discussion of risks and other factors contained in this quarterly report
            on Form
            10-QSB and in the Company’s other filings with the Securities and Exchange
            Commission, and that no statements contained in the following discussion
            or in
            this Form 10-QSB should be construed as a guarantee or assurance of future
            performance or future results, and the reader is cautioned to not place
            undue
            reliance on such forward-looking statements. The forward-looking statements
            made
            herein are only made as of the date of this quarterly report on Form
            10-QSB, and
            we undertake no obligation to publicly update such forward-looking statements
            to
            reflect subsequent events or circumstances.
 
 General
 
 On
            November 9, 2004, the Company, through its 80% owned subsidiary, Scottsdale Thompson
            Peak, LLC, sold the property located at 20225 North Scottsdale Road,
            Scottsdale,
            Arizona. The total sales price for the property was $31,400,000. Following
            the
            payment of debt service obligations and related interest due of $23,401,000,
            which were inclusive of a $20,000,000, 5.9% loan, a $2,500,000, 6% loan
            and a
            $1,800,000, 10% loan, and the payment of closing costs and pro-rations
            of
            $531,000, cash proceeds to Scottsdale Thompson Peak, LLC were $7,468,000.
            The
            Company’s 80% share of the net proceeds was $5,974,000. This transaction
            represents the sale of the Company’s
            real estate segment. See Note 3 to the accompanying unaudited condensed
            consolidated financial statements of the Company for additional information
            related to the sale of the discontinued operations.
 
 The
            Company owns working interests in oil and gas properties primarily located
            in
            Oklahoma and Texas as discussed in Note 6 of the accompanying unaudited
            condensed consolidated financial statements of the Company.
 
 Other
            than the transactions described above, the Company has no significant
            operations
            and there can be no assurance that the Company’s operations will be profitable.
            The Company’s future revenues and operating costs may fluctuate significantly
            due to any one factor and or a combination of factors, many of which
            are outside
            management’s control. Management has identified the most important risk factors
            that may affect operating results in the future as follows:
 12
 **Index**
 Oil
            and gas prices: Oil and
            gas prices are volatile. A decline in prices could adversely affect the
            Company’s financial position, financial results and cash flows. The Company’s
            revenues and operating results depend primarily upon the prices received
            for oil
            and gas products. Historically, the markets for oil and gas have been
            volatile
            and they are likely to continue to be volatile. The volatility of the
            energy
            markets makes it extremely difficult to predict future oil and gas price
            movements with any certainty.
 
 Competition: Competition in the oil and natural gas industry is intense. Many competitors
            have greater financial and other resources than the Company.
 
 Exploration
            and development drilling: Exploration and development drilling may not result in commercially productive
            reserves. The new wells that the Company may participate in may not be
            productive and the Company may not recover all or any portion of its
            investment
            in wells in which it participates. The cost of drilling, completing and
            operating a well is often uncertain, and cost factors can adversely affect
            the
            economics of a project.
 
 Government
            and environmental regulations: The oil
            and gas industry is subject to regulation at the federal, state, and
            local
            level, and some of the laws, rules and regulations that govern the Company’s oil
            and gas activities may carry penalties for noncompliance. The existence
            of such
            laws and regulations has, to date, had no material adverse effect on
            the
            Company’s operations, and the cost of compliance has not been material. The
            requirements imposed by such laws and regulations are frequently changed
            and
            subject to interpretation and the Company is unable to predict the ultimate
            cost
            of compliance with these requirements or their effect on its future operations,
            capital expenditures, earnings or competitive position.
 
 Sarbanes-Oxley: The
            enactment of the Sarbanes-Oxley Act of 2002 has led to increased compliance
            costs and additional burdens on management. Section 404 of the Sarbanes-Oxley
            Act of 2002, scheduled to be in effect for the Company’s fiscal year ending
            December 31, 2007, requires the Company’s management to assess the effectiveness
            of the Company’s internal controls over financial reporting and include an
            assertion in the Company’s annual report as to the effectiveness of the
            Company’s controls. The Company’s independent registered public accounting firm
            will be required to attest to whether management’s assessment of the
            effectiveness of the Company’s internal controls over financial reporting is
            fairly stated in all material respects and separately report on whether
            it
            believes management maintained, in all material respects, effective internal
            controls over financial reporting as of December 31, 2007. The Company
            expects
            that the adoption of Section 404 will require significant amounts of
            management
            time and resources, and will significantly increase the Company’s costs both
            internal and in the form of higher fees paid to its external auditors
            and other
            financial advisors, that may adversely impact the Company’s operating
            results.
 
 Stock
            price volatility: The
            Company’s common shares are currently listed for public trading on the OTC
            Bulletin Board. The trading price of the Company’s common shares has been
            subject to wide fluctuations. Trading prices of the Company’s common shares may
            fluctuate in response to a number of factors, many of which will be beyond
            the
            Company’s control. The Company’s common stock’s
            small public float, extremely limited trading volume, and bid-asked trading
            price spread have limited the Company’s ability to use its common stock as
            acquisition currency and has significantly limited the ability of shareholders
            to sell their shares without also reducing the trading price of the common
            stock.
 
 On
            January 31, 2006, the Company entered into an Agreement and Plan of Merger
            (the
“Merger Agreement”) with JDMD Investments, L.L.C., an Arizona limited liability
            company (“JDMD”), Stratford Holdings Investment, L.L.C., an Arizona limited
            liability company (“Stratford Holdings”), and Stratford Acquisition, L.L.C., an
            Arizona limited liability company and a wholly-owned subsidiary of Stratford
            Holdings (“Stratford Acquisition” and together with JDMD and Stratford Holdings,
            the “Buyout Parties”), pursuant to which Stratford Acquisition will merge with
            and into the Company (the “Merger”), with the Company continuing as the
            surviving corporation.
 13
 **Index**
 Pursuant
            to the Merger Agreement, at the effective time of the Merger, each issued
            and
            outstanding share of common stock of the Company (“Common Stock”), other than
            Common Stock owned by the Company or any wholly-owned subsidiary of the
            Company,
            by the Buyout Parties and by shareholders who properly exercise dissenters’
rights, will be converted into the right to receive $0.80 in cash per
            share,
            without interest. On April 20, 2006, the Company entered into an Amendment
            to
            Agreement and Plan of Merger (the “Amendment”) with the Buyout Parties. The
            Amendment amends the Merger Agreement. Pursuant to the terms of the Amendment,
            the consideration payable to each shareholder of the Company upon consummation
            of the Merger was increased from $0.80 per share to $0.90 per share.
            All other
            terms of the Merger Agreement remained the same. JDMD intends to finance
            the
            Merger through use of the Company’s cash reserves, which will become available
            immediately upon the effectiveness of the Merger, and other cash available
            to
            JDMD from its business activities unrelated to the Company.
 
 This
            is a
“going private” transaction. The Merger will extinguish all equity interests in
            the Company held by its public shareholders and will result in the Company
            being
            a wholly-owned subsidiary of Stratford Holdings. JDMD, as sole owner
            of
            Stratford Holdings, will be the beneficiary of the earnings and growth
            of the
            Company, if any, following the Merger and will bear the risks of any
            decrease in
            the value of the Company following the Merger.
 
 Following
            the Merger, the Company’s common stock will no longer be publicly traded, and
            the Company will no longer file periodic reports with the Securities
            and
            Exchange Commission.
 
 The
            Merger is conditioned upon, among other things, the affirmative vote
            of the
            holders of a majority of the outstanding unaffiliated shares of Common
            Stock
            (those not owned, directly or indirectly, by the Buyout Parties or their
            affiliates) and the affirmative vote of the holders of a majority of
            all
            outstanding shares of Common Stock (including those shares owned, directly or
            indirectly, by the Buyout Parties or their affiliates). Refer to the
            Company’s
            filings on Form 8-K dated January 31, 2006 and April 20, 2006, and filed
            with
            the Securities and Exchange Commission on February 1, 2006 and April
            20, 2006,
            respectively, for additional information.
 
 Prior
            to
            the date that the Company’s shareholders approve and adopt the Merger Agreement
            and the Merger, the Board of Directors is permitted to engage in discussions
            and
            negotiations with a third
            party regarding a competing acquisition offer if: (a) the Board determines
            in
            good faith **** that
            any
            such competing offer is a superior alternative to the Merger; (b) the
            Board
            reasonably determines in good faith that Board’s fiduciary duties under Arizona
            law require discussions to be conducted with the third party; and (c)
            the
            Company provides Stratford Holdings with written notice of the competing
            offer and the material terms of such offer. The Board of Directors is
            permitted
            by the Merger Agreement to withdraw its recommendation of the Merger
            Agreement
            and the Merger only if it: (a) reasonably determines in good faith, after
            consultation with and taking into account the advice of its outside legal
            counsel, **** that
            such
            action is necessary in order for the Board to comply with its fiduciary
            duties
            under Arizona law; and (b) has given notice of its intention to withdraw
            its
            recommendation, and has not received an offer from Stratford Holdings
            within
            five business days which matches or exceeds the competing acquisition
            offer.
 
 There
            can
            be no assurance that the Company will consummate the Merger and such
            failure to
            consummate the Merger could negatively impact the market price of the
            Company’s
            common stock.
 
 The
            risks
            described above are not the only risks and uncertainties that may negatively
            impact the Company’s business or its operating results. Additional risks and
            uncertainties not presently known to the Company may also impair the
            Company’s
            business operations, operating results or financial condition.
 14
 **Index**
 Critical
            Accounting Policies and Estimates
 
 The
            consolidated balance sheet and consolidated statements of income have
            been
            prepared in accordance with U.S. generally accepted accounting principles.
            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 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 could result in losses or
            an
            inability to recover the carrying value of our oil and gas interests,
            thereby
            possibly requiring an impairment charge in the future.
 
 The
            investments in oil and gas properties are operated by unaffiliated entities
            (“Operators”) who are responsible for drilling, administering and producing
            activities for leases jointly owned by working interest owners pursuant
            to the
            terms of the applicable Operating Agreements. The Company’s portion of
            exploration, drilling, and equipment and capital expenditures relating
            to the wells
            are
            advanced and billed by Operators through authorization for expenditures.
            The
            Company’s portion of operating expenditures relating to the wells are billed
            monthly by the Operators through joint interest billings.
 
 The
            Company utilizes the successful efforts method of accounting for its
            oil and gas properties.
            Under this method all costs associated with productive wells are capitalized
            while nonproductive exploration costs are expensed. Capitalized costs
            relating
            to proven 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 basis of all of the properties is sold or abandoned.
 
 Liquidity
            and Capital Resources
 
 At
            March
            31, 2006, the Company had $6,342,000 in available cash resources. A significant
            amount of the cash available at March 31, 2006 was generated from the
            one-time
            sale of the Property held by the Company’s 80% subsidiary, STP. Proceeds to the
            Company from the sale of the Property by STP were $5,974,000.
 
 During
            the three months ended March 31, 2006, the Company, through its wholly-owned
            subsidiary, SAEC, elected to participate proportionately in the drilling
            of one
            new development well with costs paid by the Company of $41,000. Funds
            for the
            development drilling came from Company cash. Future costs to complete
            the
            development well, should it prove to be a producing property, will be
            approximately $16,000 and will be funded with Company cash. Also, during
            the
            three months ended March 31, 2006, the Company paid $42,000 in additional
            development drilling costs on three development wells in which the Company
            had
            elected to participate proportionately during 2005. Future costs to complete
            the
            three development wells should they prove to be producing properties,
            will be
            approximately $105,000 and will be funded with Company cash. In
            addition, the Company paid $35,000 for equipment on five producing wells.
 15
 **Index**
 The
            Company maintains its excess cash funds in interest-bearing deposits,
            which at
            times exceed the amount insured by the Federal Deposit Insurance Corporation.
            The Company has not sustained any losses as a result of maintaining its
            excess
            cash funds in such interest bearing deposits and does not expect to do
            so in the
            future. The Company believes that its current cash and cash equivalents
            will be
            sufficient to meet its forecasted operating cash needs for 2006.
 
 Results
            of Operations - Three Month Period Ended March 31, 2006, Compared with
            Three
            Month Period Ended March 31, 2005
 
 The
            Company reported net income of $13,000 and $19,000 for the three month
            periods
            ended March 31, 2006 and 2005, respectively.
 
 Oil
            and Gas Revenues. For the
            three months ended March 31, 2006, oil and gas revenues were $380,000,
            increasing $111,000, or 41% from $269,000 for the three months ended
            March 31,
            2005. Oil and gas revenues accounted for 85% and 87% of the total revenues
            from
            operations for the three month periods ended March 31, 2006 and 2005,
            respectively. The increasing oil and gas prices are the primary factor
            in the
            increase in revenues. Additional production volumes, primarily due to
            positive
            drilling results for development properties in which the Company elected
            to
            participate, also contributed to the increase.
  Separately,
            the SA Oil properties generated $199,000 and $156,000 in revenue for
            the three
            months ended March 31, 2006 and 2005, respectively. The working interests
            in the
            SAEC oil and gas
            properties generated $177,000 and $110,000 in revenue for the three months
            ended
            March 31, 2006 and 2005, respectively. The SARC oil and gas properties
            generated
            $4,000 and $3,000 in revenues for the three months ended March 31, 2006
            and
            2005, respectively.
  Oil
            and
            gas activities are the major part of the Company’s continuing operations. 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.
 
 Interest
            and Other Income .
            Interest and other income increased from $39,000 for the three months
            ended
            March 31, 2005 to $65,000 for the three months ended March 31, 2006.
            The
            increase is a result of higher interest rates being received in 2006
            on the
            Company’s cash accounts.
 
 General
            and Administrative Expenses. General
            and administrative expenses consist primarily of salaries and related
            benefits,
            office rent, legal and accounting fees, and other administrative costs
            incurred
            in our office. General and administrative expenses increased 73%, from
            $139,000
            for the three months ended March 31, 2005 to $240,000 for the three months
            ended
            March 31, 2006. The increase is primarily due to legal and accounting
            costs of
            $99,000 related to the Merger Agreement (see Note 2 - Going- Private
            Proposal).
 
 Depreciation,
            Depletion and Amortization .
            Depreciation, depletion and amortization expense
            increased from $78,000 for the three months ended March 31, 2005 to $94,000
            for
            the three months ended March 31, 2006. The increase in expense of $16,000
            for
            the three months ended March 31, 2006 is due primarily to the additional
            depletion expense of $15,000 recognized on eight SAEC development wells
            completed subsequent to March 31, 2005 and an increase of $1,000 in amortization
            on intangible drilling costs capitalized for the SAEC properties.
 16
 **Index**
 Oil
            and Gas Operations .
            Oil and
            gas operations expense increased from $72,000 for the three months ended
            March
            31, 2005 to $98,000 for the three months ended March 31, 2006. The increased
            expense for the three months ended March 31, 2006 resulted primarily
            from higher
            field operating expenses from an expanded number of properties and higher
            maintenance costs.
 
 Discontinued
            Operations .
            As
            previously discussed above in Note 3, a real estate Property was sold
            by STP to
            Holualoa, effective November 9, 2004 and has been accounted for as a
            discontinued operation and therefore there are no results of operations
            for the
            three month periods ending March 31, 2006 and 2005.
 
 Related
            Party Transactions
  Related
            party transactions are discussed in Note 7 of the accompanying unaudited
            condensed consolidated financial statements of the Company.
 
 Capital
            Requirements
  During
            the three months ended March 31, 2006, the Company utilized $118,000
            in cash to
            fund development costs and capital additions for the oil and gas interests,
            as
            discussed in Note 6. Future costs to complete the four development wells,
            should
            they prove to be producing properties, will be approximately $121,000
            and will
            be funded from Company cash.
 
 Other
            than the capital requirements described above, 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.
 
 Off-Balance
            Sheet Arrangements
 
 The
            Company has no off-balance sheet arrangements as defined by Item 303(c)
            of
            Regulation S-B.
 
 **ITEM
            3.  CONTROLS AND
            PROCEDURES**
 
 Our
            Chief
            Executive Officer, our President and our Controller, based on the evaluation
            of
            our disclosure controls and procedures (as defined in rules 13a-15(e)
            or
            15d-15(e) of the Securities Exchange Act of 1934, as amended) required
            by
            paragraph (b) of Rule 13a-15 or Rule 15d-15, have concluded that, as
            of March
            31, 2006 our disclosure controls and procedures were effective to ensure
            that
            the information we are required to disclose in reports that we file or
            submit
            under the Securities Exchange Act of 1934 is recorded, processed, summarized
            and
            reported within the time periods specified in Securities and Exchange
            Commission
            rules and forms and that such information was accumulated and communicated
            to
            our Chief Executive Officer, our President and our Controller, in a manner
            that
            allowed for timely decisions regarding disclosure.
 17
 **Index**
 During
            the three months ended March 31, 2006, there was no change in our internal
            control over financial reporting identified in connection with the evaluation
            required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
            affected, or is reasonably likely to materially affect, our internal
            control
            over financial reporting.
  
 **PART
            II.  OTHER INFORMATION**
   Responses
            to
            Items 1 through 5 are omitted since these items are not applicable.




**ITEM
      6.   EXHIBITS**





(a)
              Exhibits
  See
        index beginning on page 20
  (b)
                Reports
                    on Form 8-K
  On
          February 1, 2006, the Company filed a Form 8-K dated January 31, 2006,
          relating
          to an Agreement and Plan of Merger with JDMD Investments, LLC, an Arizona
          limited liability company, Stratford Holdings Investment, LLC, an Arizona
          limited liability company, and Stratford Acquisition, LLC, an Arizona limited
          liability company and wholly-owned subsidiary of Stratford Holdings, pursuant
          to
          which Stratford Acquisition will merge with and into the Company, with
          the
          Company continuing as the surviving corporation.
  The
          following report on Form 8-K was filed subsequent to the first quarter
          ended
          March 31, 2006:
  On
          April
          20, 2006, the Company filed a Form 8-K dated April 20, 2006, relating to
          an
          Amendment to Agreement and Plan of Merger with JDMD Investments, LLC, an
          Arizona
          limited liability company, Stratford Holdings Investment, LLC, an Arizona
          limited liability company, and Stratford Acquisition, LLC, an Arizona limited
          liability company and wholly-owned subsidiary of Stratford Holdings, pursuant
          to
          which Stratford Acquisition will merge with and into the Company, with
          the
          Company continuing as the surviving corporation.


18
 **Index**





**Signatures**





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




**STRATFORD
                  AMERICAN CORPORATION**
                RegistrantDate: May
                15, 2006
              By:
              /s/ 
                Mel L. ShultzMel
                L. Shultz, President and Director


Date: May
                  15, 2006
                By:
                /s/ 
                  David H. EatonDavid
                    H. Eaton, Chief Executive Officer
                  and
                    Chairman of the Board
 Date: May
                      15, 2006
                    By:
                    /s/ 
                      Daniel E. MatthewsDaniel
                        E. Matthews, Controller, Secretary
                      and
                        Treasurer


19
 **Index**





**EXHIBITS
      INDEX**


Exhibits
          31.1, 31.2, 31.3 and 32 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,
          10.16, 10.17, 10.18, 10.19, 10.20, 10.21, 10.22, 10.23) 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 10-KSB 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 10-KSB 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 10.19
          was filed
          with Form 10-KSB for the year ended December 31, 2002, which was filed
          with the
          Securities and Exchange Commission on March 31, 2003. Exhibit 10.20 was
          filed
          with the Company’s Definitive Proxy Statement (Schedule 14A) for its annual
          meeting of shareholders held on July 8, 1998, which was filed with the
          Securities and Exchange Commission on April 28, 1998. Exhibit 10.21 was
          filed as
          Exhibit 99.2 to the Company’s Form 8-K, which was filed with the Securities and
          Exchange Commission on November 15, 2004. Exhibit 10.22 was filed as Exhibit
          2.1
          to the Company’s Form 8-K, which was filed with the Securities and Exchange
          Commission on February 1, 2006. Exhibit 10.23 was filed as Exhibit 2.1
          to the
          Company’s Form 8-K, which was filed with the Securities and Exchange Commission
          on April 20, 2006.


**Number**
                  
                  **Description**3.1
                  
                  Articles
                      of Incorporation3.2
                  
                  By-laws3.3
                  
                  Articles
                      of Amendment to Articles of Incorporation4.1
                  
                  Form
                      of Common Stock Certificate4.2
                  
                  Form
                      of Series “A” Preferred Stock Certificate4.3
                  
                  Articles
                      IV of the Articles of Incorporation4.4
                  
                  Article
                      III of the Bylaws10.1
                  
                  Indemnification
                      Agreement, dated as of May 19, 1988, between the Company and
                      Mel L.
                      Shultz10.2
                  
                  Schedule
                      of Omitted Indemnification Agreements10.3
                  
                  Indemnification
                      Agreement, dated as of February 19, 1988, relating to
                      guarantees10.4
                  
                  Indemnification
                      Agreement, dated as of May 10, 1988, relating to
                      guarantees10.5
                  
                  Registration
                      Agreement, dated as of February 19, 199810.6
                  
                  Agreement,
                      dated as of February 18, 1988, relating to restrictions against
                      preferred
                      shares10.7
                  
                  Trust
                      Agreement, dated as of June 18, 1987 20
 **Index**
 **Number**
                    
                    **Description**10.8
                    
                    Share
                        Sale and Registration Agreement, dated January 31, 198910.9
                    
                    Acquisition
                        Agreement between Stratford American Car Rental
                        Systems,Inc.
                        and Dollar Rent A Car Systems, Inc. dated September 24,
                        199810.10
                    
                    Net
                        Lease Agreement between Stratford American Car Rental Systems,
                        Inc. and
                        Dollar Rent A Car Systems, Inc. dated October 1, 199810.11
                    
                    Post-Closing
                        Statement between Dollar Rent A Car Systems, Inc. and Stratford
                        American
                        Car Rental Systems, Inc. dated January 27, 199910.12
                    
                    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,
                        199910.13
                    
                    Purchase
                        Agreement by and between Foot Creek Corporation of Arizona
                        and Grandilla
                        (Arizona), Inc. and Stratford American Car Rental Systems,
                        Inc. dated
                        December 29, 199910.14
                    
                    Operating
                        Agreement between DVI Raintree, LLC, Stratford American Corporation
                        and
                        Colonial Raintree, LLC dated October 26, 200010.15
                    
                    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.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 Corporation10.17
                    
                    Purchase
                        and Sale Agreement, dated July 17, 2002, by and between Opus
                        West
                        Corporation, a Minnesota corporation, and Stratford American
                        Corporation10.18
                    
                    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 Goldstein10.19
                    
                    Operating
                        Agreement of Scottsdale Thompson Peak, LLC10.20
                    
                    Stratford
                        American Corporation 1998 Stock Incentive Plan10.21
                    
                    Purchase
                        and Sale Agreement, dated August 30, 2004, by and between
                        Holualoaholualoa,Holualoa
                        Arizona, Inc. and Scottsdale Thompson Peak, LLC10.22
                    
                    Agreement
                        and Plan of Merger, dated January 31, 2006, by and
                        amongJDMD
                        Investments, L.L.C., Stratford Holdings Investment, L.L.C.,
                        andStratford
                        Acquisition, L.L.C.10.23
                    
                    Amendment
                        to Agreement and Plan of Merger, dated April 20, 2006,by
                        and among JDMD Investments, L.L.C., Stratford HoldingsInvestment
                        L.L.C., and Stratford Acquisition, L.L.C.31.1
                    
                    Certification
                        pursuant to Section 302 of the Sarbanes-Oxley Act of
                        200231.2
                    
                    Certification
                        pursuant to Section 302 of the Sarbanes-Oxley Act of
                        200231.3
                    
                    Certification
                        pursuant to Section 302 of the Sarbanes-Oxley Act of
                        200232
                    
                    Officer
                        Certification pursuant to Section 906 of the Sarbanes-Oxley
                        Act of
                        2002 
 21