**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 **June 30, 2005**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)
 
 Issuer’s
        telephone number, including area code: **(602)
        956-7809**
  (Former
          name, former address and former fiscal year, if changed since last
          report.)
  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 o
  11,078,105
            shares of the issuer’s common stock, par value $.01 per share, were issued and
            outstanding at the close of business on July 31, 2005.
 Transitional
          Small Business Disclosure Format (check one):  Yes o No x
 **Index**
  **STRATFORD
          AMERICAN CORPORATION**
  **INDEX
          TO FORM 10-QSB**
 
 
 PagePART
                  I.
                
                FINANCIAL
                  INFORMATIONITEM
                  1.
                
                FINANCIAL
                  STATEMENTS
                
                3Condensed
                    Consolidated Balance Sheet as of June 30,
                    2005 (unaudited)
                
                3Condensed
                  Consolidated Statements of Operations for the
                  three and six months ended June 30, 2005 and 2004
                  (unaudited)
                
                4Condensed
                    Consolidated Statements of Cash Flows for the
                    six months ended June 30, 2005 and 2004 (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
                
                16PART
                  II.
                
                OTHER
                    INFORMATION
                
                16ITEM
                  6.
                
                EXHIBITS
                
                16SIGNATURES
                
                17
  2
 **Index**
 **PART
          I.   FINANCIAL INFORMATION**
 
 **ITEM
          1.   FINANCIAL
          STATEMENTS**
 
 **STRATFORD
          AMERICAN CORPORATION AND
          SUBSIDIARIES**
 **CONDENSED
          CONSOLIDATED BALANCE SHEET**
 **June
          30, 2005**
 (unaudited)
  **ASSETS**
 
 Cash
                      and cash equivalents
                  
                  $
                  6,246,000Receivables:Oil
                      and gas
                  
                  
                  151,000Related
                      party
                  
                  
                  15,000Other
                  
                  
                  22,000Oil
                      and gas interests, net
                  
                  
                  1,251,000Other
                      assets
                  
                  
                  103,000$
                  7,788,000
 
 **LIABILITIES
            AND STOCKHOLDERS’ EQUITY**
 
 Accounts
                      payable
                  
                  
                  94,000Accrued
                      liabilities
                  
                  
                  76,000Net
                      liabilities of discontinued operations
                  
                  
                  22,000Minority
                      interest
                  
                  
                  76,000Total
                      liabilities
                  
                  
                  268,000Commitments
                      and contingencies (See Note 7)
                  
                  
                  0Stockholders’
                      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
                  
                  
                  (21,091,000
                  )Treasury
                      stock, 1,967 shares at cost
                  
                  
                  (11,000
                  )Total
                      stockholder's equity
                  
                  
                  7,520,000$
                  7,788,000
 See
            accompanying notes to condensed consolidated financial
            statements.
 3
 **Index**
  **STRATFORD
          AMERICAN CORPORATION AND
          SUBSIDIARIES**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS**
 (unaudited)
 **For
                      the three months ended**
                  ****
                  **For
                      the six months ended**
                  ********
                  ****
                  **June
                      30,**
                  ****
                  **June
                      30,**
                  ********
                  ****
                  **2005**
                  ****
                  **2004**
                  ****
                  **2005**
                  ****
                  **2004**REVENUES:Oil
                      & gas revenue
                  
                  $
                  289,000
                  
                  $
                  244,000
                  
                  $
                  558,000
                  
                  $
                  427,000Interest
                      and other income
                  
                  
                  44,000
                  
                  
                  1,000
                  
                  
                  83,000
                  
                  
                  3,000333,000
                  
                  
                  245,000
                  
                  
                  641,000
                  
                  
                  430,000EXPENSES:General
                      and administrative
                  
                  
                  155,000
                  
                  
                  156,000
                  
                  
                  294,000
                  
                  
                  297,000Depreciation,
                      depletion and amortization
                  
                  
                  79,000
                  
                  
                  76,000
                  
                  
                  157,000
                  
                  
                  150,000Oil
                      & gas operations
                  
                  
                  85,000
                  
                  
                  44,000
                  
                  
                  157,000
                  
                  
                  108,000319,000
                  
                  
                  276,000
                  
                  
                  608,000
                  
                  
                  555,000Income
                        (loss) from continuing operations before income
                        taxes
                  
                  
                  14,000
                  
                  
                  (31,000
                  )
                  
                  33,000
                  
                  
                  (125,000
                  )Income
                      tax expense
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  1,000Income
                        (loss) from continuing operations
                  
                  
                  14,000
                  
                  
                  (31,000
                  )
                  
                  33,000
                  
                  
                  (126,000
                  )DISCONTINUED
                      OPERATIONS:Income
                      from operations
                  
                  
                  —
                  
                  
                  105,000
                  
                  
                  —
                  
                  
                  210,000Minority
                      interest share of net income
                  
                  
                  —
                  
                  
                  (19,000
                  )
                  
                  —
                  
                  
                  (38,000
                  )Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  86,000
                  
                  
                  —
                  
                  
                  172,000Net
                      income
                  
                  $
                  14,000
                  
                  $
                  55,000
                  
                  $
                  33,000
                  
                  $
                  46,000Basic
                      net income (loss) per share:Income
                      (loss) from continuing operations
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  (0.01
                  )Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  0.00
                  
                  
                  —
                  
                  
                  0.01Basic
                      net income (loss) per share
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00Weighted
                      average number of common shares - basic
                  
                  
                  11,078,105
                  
                  
                  11,078,105
                  
                  
                  11,078,105
                  
                  
                  11,078,105Diluted
                      net income (loss) per share:Income
                      (loss) from continuing operations
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  (0.01
                  )Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  0.00
                  
                  
                  —
                  
                  
                  0.01Diluted
                      net income (loss) per share
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00Weighted
                      average number of common shares - diluted
                  
                  
                  11,178,105
                  
                  
                  11,078,105
                  
                  
                  11,178,105
                  
                  
                  11,078,105
 See
            accompanying notes to condensed consolidated financial
            statements.
 4
 **Index**
  **STRATFORD
          AMERICAN CORPORATION AND
          SUBSIDIARIES**
 **CONDENSED
          CONSOLIDATED STATEMENTS OF CASH FLOWS**
 (unaudited)
 **For
                      the six months ended**
                    **June
                      30,******
                  
                  **2005**
                  
                  **2004**CASH
                      FLOWS FROM CONTINUING OPERATING ACTIVITIES:Net
                      income (loss) from continuing operations
                  
                  $
                  33,000
                  
                  $
                  (126,000
                  )Adjustments
                      to reconcile net income (loss) to net cash used in continuing
                      operating activities:Depreciation,
                      depletion and amortization
                  
                  
                  157,000
                  
                  
                  150,000Changes
                      in assets and liabilities:Decrease
                      (increase) in oil and gas, related party and otherreceivables
                  
                  
                  4,000
                  
                  
                  (1,000
                  )Increase
                      in oil and gas interests
                  
                  
                  (225,000
                  )
                  
                  (100,000
                  )Decrease
                      in other assets
                  
                  
                  29,000
                  
                  
                  8,000Increase
                      (decrease) in accounts payable
                  
                  
                  15,000
                  
                  
                  (17,000
                  )Increase
                      (decrease) in accrued liabilities
                  
                  
                  (28,000
                  )
                  
                  13,000NET
                      CASH USED IN CONTINUING OPERATING ACTIVITIES
                  
                  
                  (15,000
                  )
                  
                  (73,000
                  )CASH
                      FLOWS FROM CONTINUING INVESTING ACTIVITIES:Purchases
                      of property and equipment
                  
                  
                  (1,000
                  )
                  
                  0NET
                      CASH USED IN CONTINUING INVESTING ACTIVITIES
                  
                  
                  (1,000
                  )
                  
                  0NET
                        CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
                  
                  
                  (434,000
                  )
                  
                  25,000NET
                      DECREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  (450,000
                  )
                  
                  (48,000
                  )CASH
                      AND CASH EQUIVALENTS, beginning of period
                  
                  
                  6,696,000
                  
                  
                  705,000CASH
                      AND CASH EQUIVALENTS, end of period
                  
                  $
                  6,246,000
                  
                  $
                  657,000SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION:Interest
                      paid during the period
                  
                  $
                  0
                  
                  $
                  692,000Taxes
                      paid during the period
                  
                  $
                  442,000
                  
                  $
                  5,000
 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. Operating results for the six
            months
            ended June 30, 2005, may not necessarily be indicative of the results
            that may
            be expected for the year ended December 31, 2005.
 
 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 consolidated financial statements and accompanying
            notes
            included in the Company’s Annual Report on Form 10-KSB for the year ended
            December 31, 2004 as filed with the Securities and Exchange
            Commission.
 
 Certain
            prior-year amounts in the accompanying unaudited condensed consolidated
            financial statements for the three and six months ended June 30, 2004
            have been
            reclassified to conform with the presentation for the three and six months
            ended
            June 30, 2005 to reflect the discontinued operations of the real estate
            segment
            as discussed further in Note 2, with no effect on net income
            (loss).
 
 Note
            2 -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.
            Discontinued operations in the consolidated statements of operations
            reflect the
            results of operations of the Property sold in November 2004, including
            allocated
            interest expense for the periods presented. Interest expense was allocated
            to
            discontinued operations based on the outstanding debt specifically identified
            above. 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 of the
            sale of
            the Property and is currently evaluating the best use of these
            proceeds.
 6
 **Index**
  The
            Company recognized a gain of $5,326,000, net of tax of $430,000, from
            the sale
            of the Property. The real estate segment has been accounted for as a
            discontinued operation and, accordingly, its net liabilities, results
            of
            operations and cash flows are segregated for all periods presented in
            the
            accompanying condensed consolidated financial statements.
 
 The
            components of net liabilities of discontinued operations as of
            June
            30 ,
            200 5  consist of
            accounts payable of $22,000.
 
 Following
            is a summary of the operating results of the discontinued operations
            for the three
            and
            six months ended June
            30,
            2004.
 
 **Three
                      Months Ended**
                  ****
                  **Six
                      Months Ended**
                  ********
                  ****
                  **June
                      30, 2004**
                  ****
                  **June
                      30, 2004**Revenues
                  
                  $
                  616,000
                  
                  $
                  1,232,000Expenses
                  
                  
                  511,000
                  
                  
                  1,022,000Minority
                    interest share of net income
                  
                  
                  (19,000
                  )
                  
                  (38,000
                  )Income
                      from discontinued operations
                  
                  $
                  86,000
                  
                  $
                  172,000
 
 Had
            the
            sale of the Property been completed as of January 1, 2004, the Company
            would
            have reported the following for the three and six months ended June 30,
            2004:
 
 **Three
                      Months Ended**
                  ****
                  **Six
                      Months Ended**
                  ********
                  ****
                  **June
                      30, 2004**
                  ****
                  **June
                      30, 2004****(Unaudited)**Total
                      revenue
                  
                  $
                  245,000
                  
                  $
                  430,000Net
                      income (loss)
                  
                  $
                  (31,000
                  )
                  $
                  (126,000
                  )Basic
                      and diluted net loss per share
                  
                  $
                  (0.00
                  )
                  $
                  (0.01
                  )Pro
                      Forma weighted average shares outstanding:Basic
                  
                  
                  11,078,105
                  
                  
                  11,078,105Diluted
                  
                  
                  11,078,105
                  
                  
                  11,078,105
  Note
            3 -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
            net 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 per share
            for
            the three and six month periods ended June 30, 2005, 100,000 dilutive
            securities
            equivalents consisting of stock options have been included. In calculating
            diluted net income (loss) per share for the three and six months period
            ended
            June 30, 2004, 480,000 dilutive securities equivalents consisting of
            stock
            options have been excluded because their inclusion would have been
            antidilutive.
 7
 **Index**
  Note
            4 -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.
 
 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
            would have been:
  **For
                      the three months ended**
                    **June
                      30,**
                  
                  **For
                      the six months ended**
                    **June
                      30,****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004**Net
                      income - as reported
                  
                  $
                  14,000
                  
                  $
                  55,000
                  
                  $
                  33,000
                  
                  $
                  46,000Less:Total
                            stock based employee compensation expense determined
                            under fair value
                            method for stock options
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0
                  
                  
                  0Net
                      income - pro forma
                  
                  $
                  14,000
                  
                  $
                  55,000
                  
                  $
                  33,000
                  
                  $
                  46,000Basic
                        and diluted net income per share - as reported
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00Basic
                        and diluted net income per share - pro forma
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
                  
                  $
                  0.00
  Note
            5 -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 June 30, 2005 has working interests in 34
            oil and gas
            properties. Development and equipment expenditures, by the Company, during
            the
            second quarter of 2005 were $85,000. Year to date, a total of $191,000
            has been
            incurred by the Company for development and equipment expenditures. As
            of
            June 30, 2005, $160,000 was invested in the drilling of four development
            wells,
            which the Company elected to participate in. These development wells
            are
            expected to be completed in the third
            quarter of 2005. Total capitalized costs of the SAEC properties and accumulated
            depletion and amortization are as follows:
 8
 **Index**
 **June
                      30, 2005**Oil
                      and gas interests
                  
                  $
                  985,0002005
                      development cost and equipment additions
                  
                  
                  191,000Less
                      accumulated depletion and amortization
                  
                  
                  (368,000
                  )Net
                      oil and gas interests
                  
                  $
                  808,000
 
 The
            Company recognized depletion expense of $36,000 and $70,000 for the three
            and
            six month periods ended June 30, 2005, respectively, and $30,000 and
            $58,000 for
            the three and six month periods ended June 30, 2004, 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 and $4,000
            for each
            of the three and six month periods ended June 30, 2005 and 2004, respectively.
            Total accumulated amortization of acquisition costs at June 30, 2005
            was
            $31,000, leaving net acquisition costs of $37,000 on the books of the
            Company, in the accompanying condensed consolidated balance
            sheet.
 
 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
            follows:
 
 **June
                      30, 2005**Oil
                      and gas interests
                  
                  $
                  3,673,0002005
                      development cost and equipment additions
                  
                  
                  34,000Less
                      accumulated depletion and amortization
                  
                  
                  (3,264,000
                  )Net
                      oil and gas interests
                  
                  $
                  443,000
  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 $34,000
            and $67,000 for the three and six month periods ended June 30, 2005,
            respectively, and $34,000 and $68,000 for the three and six month periods
            ended
            June 30, 2004, respectively. The Company recorded amortization on intangible
            drilling costs and depreciation on equipment of $3,000 and $8,000 for
            the three
            and six month periods ended June 30, 2005, respectively, and $3,000 and
            $6,000
            for the three and six month periods ended June 30, 2004,
            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 and $4,000 for each of the three and six month periods
            ended
            June 30, 2005 and 2004, respectively. Total accumulated amortization
            of the
            acquisition costs at June 30, 2005 was $30,000 leaving net acquisition
            costs of
            $18,000 on the books of the Company.
 9
 **Index**
 
 Stratford
            American Resource Corporation (“SARC”) originally paid $38,000 for a nominal
            working interest in four oil and gas wells. The wells were fully depleted
            at
            June 30, 2005.
  Total
            net
            oil and gas interests at June 30, 2005 were $1,251,000. Total net acquisition
            costs relating to the oil and gas properties are $55,000 and are recorded
            within
            other assets in the accompanying condensed consolidated balance
            sheet.
 
 For
            each
            of the oil and gas interests described above, the Company is a minority
            participant (an average of less than 3.0%) in joint interest operations
            and as
            such is not subject to disclosure requirements for oil and gas
            operations.
  Note
            6 -Related
            Party Transactions
 
 During
            the three and six month periods ended June 30, 2005, the Company received
            $17,000 and $34,000, respectively, from two companies that are partially
            owned
            by four of the Company’s executives or directors. These receipts were
            reimbursements for administrative expenses incurred by the Company on
            behalf of
            the related parties. These are recorded as a reduction of general and
            administrative expense for the three and six month periods ended June
            30, 2005.
            At June 30, 2005, $15,000 of these reimbursements are recorded as related
            party
            receivables in the accompanying condensed consolidated balance
            sheet.
 
 Effective
            November 1, 2003, the Company entered into 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 and $12,000 for each of the three and six month periods
            June 30,
            2005 and 2004, respectively. These receipts from the sublease were recorded
            as a
            reduction in rental expense, included in general and administrative expense.
            At
            June 30, 2005, all of the sublease payments had been received.
  Note
            7 -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 .
 
 Note
            8 -Recent
            Accounting Pronouncements
 
 Recently
            Issued Accounting Pronouncements
 
 In
            December 2004, the FASB issued Revised Statement No. 123, ACCOUNTING
            FOR
            SHARE-BASED PAYMENT (“SFAS No. 123(R)”). This statement requires the Company to
            recognize the grant-date fair value of stock options in the statement
            of
            operations. This Statement requires that companies account for these
            share-based
            transactions using the fair-value-based method, and eliminates a company’s
            ability to account for these transactions using the
            intrinsic value method of accounting in APB Opinion No. 25. For small
            business
            issuers, Statement
            No. 123(R) is effective as of the beginning of the first interim or annual
            reporting period
            that begins after December 15, 2005. The Company has not yet determined
            the
            exact impact the new standard will have on its consolidated financial
            statements. The disclosure included in Note 4 to the condensed consolidated
            financial statements discloses the impact on the Company’s results of operations
            as if it had applied the fair value based method and recognition provisions
            of
            Statement No. 123(R) to stock-based employee compensation to the current
            reporting periods.
 10
 **Index**
  In
            March
            2005, the FASB issued FASB Interpretation No. 47, ACCOUNTING FOR CONDITIONAL
            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 is required to be adopted for annual
            reporting periods ending after December 15, 2005. Adoption of this new
            standard
            is not expected to have a material impact on the Company’s financial condition
            or results of operation.
 
 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 154 is effective for accounting
            changes and corrections of errors made in fiscal years beginning after
            December
            15, 2005
 
 **Note
            9 - Income Taxes**
 
 The
            Company recorded income tax expense from continuing operations of $0
            for the
            three and six month periods ended June 30, 2005 and $0 and $1,000 for
            the three
            and six month periods ended June 30, 2004, respectively. The effective
            tax rate
            was 0.00% for the three and six month periods ended June 30, 2005, respectively,
            and 0% and 2.17% for the three and six month periods ended June 30, 2004,
            respectively. In determining the effective tax rates, the Company utilizes
            net
            operating loss carryforwards for which valuation allowances have previously
            been
            provided.
  During
              the six month period ended June 30, 2005, the Company paid $442,000
              in state and
              federal income taxes, of which $429,000 was attributable to income
              from the gain
              on sale of discontinued operations and $13,000 was attributable to
              income from
              continuing operations for the year ended December 31, 2004.
 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 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.
            Accordingly, the results of operations of this segment are recorded within
            income from discontinued operations for all periods presented in the
            accompanying condensed consolidated financial statements. See Note 2
            to the
            accompanying 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 5 of the accompanying condensed
            consolidated financial statements of the Company.
 12
 **Index**
  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.
            With the sale of the real estate segment, management is currently evaluating
            the
            future direction of the business in order to maximize shareholder return.
            Potential courses of action for the Company are to continue to look for
            investment opportunities, most likely in either oil and gas interests
            or real
            estate, or to consider liquidation and dissolution of the operations
            of the
            Company with a liquidating dividend to the shareholders of the Company.
            In
            determining potential courses of action, management will be considerate
            of
            several factors including the management’s outlook for the Company’s current
            operations, potential future investment opportunities, the existence
            of competitors
            in our industry with greater resources at their disposal and the regulatory
            and
            reporting environment of the Company.
 
 Critical
            Accounting Policies and Estimates
 
 The
            consolidated balance sheet and consolidated statements of operations
            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.
 
 Liquidity
            and Capital Resources
 
 At
            June
            30, 2005, the Company had $6,246,000 in available cash resources. A significant
            amount of the cash available at June 30, 2005 was generated from the
            one-time
            sale of the Property held by the Company’s 80% subsidiary, STP. Proceeds to the
            Company from the November 9, 2004 sale of the Property by STP were
            $5,974,000.
 
 During
            the six months ended June 30, 2005, the Company used $429,000 in cash
            to pay for
            previously accrued income tax expense on the sale of the Property discussed
            above.  Also, during the six months ended June 30, 2005, the Company
            used
            $225,000 in cash to fund development costs and capital additions for
            the oil and
            gas interests. Future costs to complete the
            four
            development wells, as discussed in Note 5, should they prove to be producing
            properties, will be approximately $81,000 and will be funded from Company
            cash.
 13
 **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
            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 2005. 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. No
            prediction can be made as to the future prices the Company will receive
            from oil
            and gas sales. Additionally there can be no assurance that the Company’s
            operations will be profitable.
 
 Results
            of Operations - Three and Six Month Periods Ended June 30, 2005, Compared
            with
            Three and Six Month Periods Ended June 30, 2004
 
 The
            Company reported net income of $14,000 and $33,000 for the three and
            six month
            periods ended June 30, 2005, respectively, compared to net income of
            $55,000 and
            $46,000 for the three and six month periods ended June 30, 2004, respectively.
            The 2004 results include income of $86,000 and $172,000 for the three
            and six
            month periods ended June 30, respectively, from discontinued operations,
            as
            discussed above in Note 2.
 
 Oil
            and Gas Revenues. Oil and
            gas revenues increased from $244,000 and $427,000 for the three and six
            month
            periods ended June 30, 2004, respectively, to $289,000 and $558,000 for
            the
            three and six month periods ended June 30, 2005, respectively. Oil and
            gas
            revenues accounted for 87% of the total revenue from continuing operations
            for
            the three and six month periods ended June 30, 2005, respectively. The
            increase
            in revenues resulted from higher prices received for oil and gas products
            and
            from higher production volumes. The increase in production volumes between
            the
            periods of 2005 and 2004 is primarily due to positive drilling results
            for
            development properties that the Company elected to participate in.
 
 Separately,
            SA Oil properties generated $181,000 and $337,000 in revenue for the
            three and
            six month period ended June 30, 2005, respectively, compared to $174,000
            and
            $285,000 for the three and six month periods ended June 30, 2004, respectively.
            The working interests in the SAEC oil and gas properties generated $104,000
            and
            $214,000 in revenue for the three and six month periods ended June 30,
            2005,
            respectively, compared to $66,000 and $136,000 for the three and six
            month
            periods ended June 30, 2004, respectively. The SARC oil and gas properties
            generated $4,000 and $7,000 in revenues for the three and six month periods
            ended June 30, 2005, respectively, compared to $4,000 and $6,000 for
            the three
            and six month periods ended June 30, 2004, 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 $1,000 and $3,000 for the three
            and six
            month periods ended June 30, 2004, respectively to $44,000 and $83,000
            for the
            three and six month periods ended June 30, 2005, respectively. The increase
            is
            primarily due to interest earned on higher balances in the Company’s cash
            accounts at June 30, 2005. The higher balances are a result of the receipt,
            in
            November 2004, of $5,974,000, which represented the Company’s 80% share of the
            proceeds from the sale of the real estate segment.
 14
 **Index**
  General
            and Administrative Expenses. General
            and administrative expenses decreased from $156,000 and $297,000 for
            the three
            and six month periods ended June 30, 2004, respectively, to $155,000
            and
            $294,000 for the three and six month periods ended June 30, 2005, respectively,
            and can be attributed to a decrease in rent expense for the Company’s corporate
            office space, offset by an increase in audit fees.
 
 Depreciation,
            Depletion and Amortization .
            Depreciation, depletion and amortization expense increased from $76,000
            and
            $150,000 for the three and six month periods ended June 30, 2004, respectively,
            to $79,000 and $157,000 for the three and six month periods ended June
            30, 2005,
            respectively. The $3,000 increase in expense for the three months ended
            June 30,
            2005 is due to depletion
            expense of $5,000 recognized on the SAEC development wells completed
            subsequent
            to June 30, 2004, offset by a decrease in depletion recognized on the
            SARC wells
            of $2,000, which as of June 30, 2004 were fully depleted. The $7,000
            increase in
            expense for the six months ended June 30, 2005 is due to additional depletion
            expense of $11,000 recognized on the SAEC development wells completed
            subsequent
            to June 30, 2004, offset by a decrease of $4,000 in depletion recognized
            on the
            SARC wells, which as of June 30, 2004 were fully depleted.
 
 Oil
            and Gas Operations .
            Oil and
            gas operations expense increased from $44,000 and $108,000 for the three
            and six
            month periods ended June 30, 2004, respectively, to $85,000 and $157,000
            for the
            three and six month periods ended June 30, 2005, respectively. The higher
            expense for the three and six month periods ended June 30, 2005 resulted
            primarily from higher field operating expenses from an expanded number
            of
            properties, higher maintenance costs and dry hole costs.
 
 Discontinued
            Operations .
            Property rental income, which is included in the income from operations
            of
            discontinued operations for the three and six month periods ended June
            30, 2004,
            consists of scheduled rental income of $524,000 and $1,048,000, respectively,
            deferred rent of $92,000 and $184,000, respectively, depreciation expense
            of
            $133,000 and $266,000, respectively, interest expense of $376,000 and
            $754,000,
            respectively, and property rental operations expense of $2,000 for each
            of the
            three and six month periods. A s
            previously discussed above in
            Note 2 ,
            the 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 and six month periods ended June 30, 2005 .
 
 Related
            Party Transactions
  Related
            party transactions are discussed in Note 6 of the accompanying consolidated
            financial statements of the Company.
 
 Capital
            Requirements
  During
            the six months ended June 30, 2005, the Company used $225,000 in cash
            to fund
            development costs and capital additions for the oil and gas interests.
            Future
            costs to complete the four development wells, as discussed above in Note
            5,
            should they prove to be producing properties, will be approximately $81,000
            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.
 15
 **Index**
  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 June 30, 2005, 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. During the three months ended June 30, 2005 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 18.
 
 16
 **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: August
                    15, 2005
                  By:
                  /s/ 
                    Mel L. ShultzMel
                    L. Shultz, President and Director
 Date: August
                      15, 2005
                    By:
                    /s/ 
                      David H. EatonDavid
                        H. Eaton, Chief Executive Officer
                      and
                        Chairman of the Board
 Date: August
                          15, 2005
                        By:
                        /s/ 
                          Daniel E. MatthewsDaniel
                            E. Matthews, Controller, Secretary
                          and
                            Treasurer
 17
 **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, 14.1 and 21.1) was filed as
            an exhibit
            to the Company’s Registration on Form 10, which was filed July 22, 1988, and
            amended on October 7, 1988, and December 8, 1988. Exhibit 3.3 was filed
            with the
            Company’s Registration Statement on Form S-1 on June 12, 1989, with the
            Securities and Exchange Commission. Exhibit 10.9 was filed as Exhibit
            2.1 to the
            Company’s Form 8-K, which was filed with the Securities and Exchange Commission
            on October 28, 1998. Exhibit 10.10 was filed as Exhibit 10.39 to the
            Company’s
            form 10-KSB for the year ended December31, 1998, which was filed with
            the
            Securities and Exchange Commission on March 31, 1999. Exhibits 10.11,
            10.12, and
            10.13 were filed with the Company’s Form 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 14.1 was filed as Exhibit
            A
            with the Company’s Definitive Proxy Statement (Schedule 14A) for its annual
            meeting of shareholders held on June 20, 2004, which was filed with the
            Securities and Exchange Commission on April 29, 2004. Exhibit 21.1 was
            filed
            with the Company’s Form 10-KSB for the year ended December 31, 2003, which was
            filed with Securities and Exchange Commission on March 31, 2004.
 
 **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
                      Agreements
 18
 **Index**
 **Number**
                    
                    **Description**10.3
                    
                    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, 198710.8
                    
                    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, LLC14.1
                    
                    Code
                        of Ethics21.1
                    
                    Subsidiaries31.1
                    
                    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
 19