U.S. 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 1934

                  For the quarterly period ended March 31, 2002

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

             For 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. Employer
 incorporation 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 [ ]

At April 30, 2002 6,878,105 shares of the issuer's common stock were issued and
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                         STRATFORD AMERICAN CORPORATION

                                      INDEX

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheet as of
          March 31, 2002 (unaudited)                                           3

          Condensed Consolidated Statements of Operations
          for the three months ended March 31, 2002
          and 2001 (unaudited)                                                 4

          Condensed Consolidated Statements of Cash Flows
          for the three months ended March 31, 2002
          and 2001 (unaudited)                                                 5

          Notes to Condensed Consolidated Financial
          Statements (unaudited)                                               6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                               10

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                    15

Signatures                                                                    16

                                        2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 30, 2002
                                   (unaudited)

                                     ASSETS

Cash and cash equivalents                                          $  1,109,000
Receivables
  Oil and gas                                                            45,000
  Mortgage                                                               36,000
  Related party                                                          18,000
  Other                                                                   1,000
Investment in LLC                                                       546,000
Oil and gas interests, net                                              896,000
Other assets                                                             98,000
                                                                   ------------

                                                                   $  2,749,000
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $     76,000
Notes payable and other debt                                            938,000
Accrued liabilities                                                      34,000
                                                                   ------------

        Total liabilities                                             1,048,000

Shareholders' equity:
  Nonredeemable preferred stock, par value $.01 per share;
    authorized 50,000,000 shares, none issued
  Common stock, par value $.01 per share; authorized 100,000,000
    shares; issued and outstanding 6,878,105 shares                      69,000
  Additional paid-in capital                                         27,496,000
  Retained earnings (deficit)                                       (25,853,000)
  Treasury stock, 1,967 shares at cost                                  (11,000)
                                                                   ------------

                                                                      1,701,000
                                                                   ------------

                                                                   $  2,749,000
                                                                   ============

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                      For the three months ended
                                                               March 31
                                                       ------------------------
                                                         2002           2001
                                                       ---------      ---------
REVENUES:
  Oil & gas revenue                                    $  70,000      $   5,000
  Interest and other income                                6,000         24,000
                                                       ---------      ---------
                                                          76,000         29,000

EXPENSES:
  General and administrative                             102,000         95,000
  Depreciation, depletion and amortization                44,000          5,000
  Oil & gas operations                                    48,000          1,000
  Interest                                                14,000          1,000
                                                       ---------      ---------

                                                         208,000        102,000
                                                       ---------      ---------

NET LOSS                                               $(132,000)     $ (73,000)
                                                       =========      =========

Basic and diluted net loss per share                   $   (0.02)     $   (0.01)
                                                       =========      =========

     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                For the three months ended March 31
                                                                                -----------------------------------
                                                                                     2002               2001
                                                                                  -----------        -----------
<S>                                                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                        $  (132,000)       $   (73,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation, depletion and amortization                                           44,000              5,000

  Changes in assets and liabilities:
    Decrease (increase) in accounts and mortgage receivable                             5,000            (13,000)
    Decrease in other assets                                                            6,000              5,000
    Increase (decrease) in accounts payable                                            39,000             (5,000)
    Decrease in accrued liabilities                                                   (21,000)           (10,000)
                                                                                  -----------        -----------

NET CASH USED IN OPERATING ACTIVITIES                                                 (59,000)           (91,000)
                                                                                  -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investment in LLC                                                                 (14,000)                 0
    Purchases of property and equipment                                               (20,000)                 0
                                                                                  -----------        -----------

NET CASH USED IN INVESTING ACTIVITIES                                                 (34,000)                 0
                                                                                  -----------        -----------

CASH FLOWS USED IN FINANCING ACTIVITIES:
    Payments on notes payable and other debt                                           (1,000)            (3,000)
                                                                                  -----------        -----------

NET CASH USED IN FINANCING ACTIVITIES                                                  (1,000)            (3,000)
                                                                                  -----------        -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                             (94,000)           (94,000)

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

CASH AND CASH EQUIVALENTS, end of period                                          $ 1,109,000        $ 1,416,000
                                                                                  ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                                               $    14,000        $     1,000
                                                                                  ===========        ===========
    Taxes paid during the period                                                  $         0        $         0
                                                                                  ===========        ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   In the opinion of the Company, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments, consisting only
     of normal recurring adjustments, necessary to present fairly the financial
     position as of March 31, 2002, the results of operations for the three
     months ended March 31, 2002 and 2001 and cash flows for the three months
     ended March 31, 2002 and 2001. The accompanying condensed consolidated
     financial statements and notes do not include all disclosures considered
     necessary for a fair presentation in conformity with accounting principles
     generally accepted in the United States of America. Therefore, it is
     recommended that these accompanying statements be read in conjunction with
     the notes to consolidated financial statements appearing in the Company's
     Form 10-KSB for the year ended December 31, 2001. The results of operations
     for the three-month period ended March 31, 2002 are not necessarily
     indicative of the results expected for fiscal year 2002.

2.   On October 26, 2000, the Company through its membership in Triway Land
     Investors, L.L.C. ("Triway"), a newly formed limited liability company with
     two additional members, entered into an operating agreement to acquire real
     property in Scottsdale, Arizona for office development. The acquisition
     price of the real property acquired by Triway, approximately 10 acres, was
     $3,600,000. As a result the Company made a $500,000 equity investment in
     Triway. According to the operating agreement, the Company and a majority
     interest member of Triway may be required to make additional contributions
     up to a proportionate specified amount. On September 20, 2001, the Company
     contributed an additional $32,000 equity investment, proportionately, in
     accordance with the terms of the operating agreement. On March 29, 2002,
     Triway made a capital call requiring the Company to contribute an
     additional $13,900 equity investment, proportionately, in accordance with
     the terms of the operating agreement. The Company may still be required to
     contribute up to an additional $166,600, proportionately, at a future date
     as specified by the operating agreement. From any distributions made by
     Triway, the Company is to receive a priority payout of all capital
     contributed to Triway, plus an amount required for the Company to receive a
     9% per year rate of return through the date all permits related to the
     proposed office development by Triway are issued, and a 10% rate of return
     from the time all permits related to the proposed office development by
     Triway are issued until all capital contributions are returned. After all
     capital and priority returns have been distributed, the managing member of
     Triway is to receive a distribution equal to 42.86% of amounts previously
     distributed. The Company will then share in 17.5% of the results from the
     total project. The Company has no other significant real estate operations.

                                        6
<PAGE>
3.   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 (6,878,105 shares for the three month period ended March
     31, 2002 and 6,385,820 for the three month period ended March 31, 2001).
     Diluted net loss per share is the same as basic net loss per share for the
     three month periods ended March 31, 2002 and 2001 due to the antidilutive
     effect of dilutive securities on net loss.

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

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

     Oil and gas interests were recorded as $938,000 on the books of the Company
     and are being amortized equally over a seven-year period which is the
     estimated life of the wells. For the three month period ended March 31,
     2002 the Company recorded $33,000 in amortization leaving a net asset of
     $804,000 on the books of the Company at March 31, 2002. In addition,
     equipment acquired in the transaction totaled $38,000. This equipment is
     being amortized equally over a five-year period.

                                        7
<PAGE>
     Had the acquisition been completed as of January 1, 2001, the Company would
     have reported the following:

                                         Three Months Ended March 31,
                                                 (unaudited)
                                         ----------------------------
                                            2002             2001
                                         -----------      -----------
          Total revenues                 $    76,000      $   178,000
          Net loss                       $  (132,000)     $   (18,000)
          Net loss per share             $     (0.02)     $     (0.00)
          Pro Forma weighted
            average shares o/s:            6,878,105        7,141,768

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

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

     In June 2001, the Financial Accounting Standards Board issued Statement No.
     143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS, which addresses financial
     accounting and reporting for obligations associated with the retirement of
     tangible long-lived assets and the associated asset retirement costs. The
     standard applies to legal obligations associated with the retirement of
     long-lived assets that result from the acquisition, construction,
     development and (or) normal use of the asset.

                                        8
<PAGE>
     Statement No. 143 requires that the fair value of a liability for an asset
     retirement obligation be recognized in the period in which it is incurred
     if a reasonable estimate of fair value can be made. The fair value of the
     liability is added to the carrying amount of the associated asset and this
     additional carrying amount is depreciated over the life of the asset. The
     liability is accreted at the end of each period through charges to
     operating expense. If the obligation is settled for other than the carrying
     amount of the liability, the Company will recognize a gain or loss on
     settlement.

     The Company is required and plans to adopt the provisions of Statement No.
     143 for the quarter ending March 31, 2003. To accomplish this, the Company
     must identify all legal obligations for asset retirement obligations, if
     any, and determine the fair value of these obligations on the date of
     adoption. The determination of fair value is complex and will require the
     Company to gather market information and develop cash flow models.
     Additionally, the Company will be required to develop processes to track
     and monitor these obligations. Because of the effort necessary to comply
     with the adoption of Statement No. 143, it is not practicable for
     management to estimate the impact of adopting this Statement at the date of
     this report.

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

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

                                        9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

     The Company incurred a consolidated net loss of $132,000 for the first
quarter of 2002. Other than the real property acquisition made on October 26,
2000 and the purchase of SA Oil and Gas Corporation ("SA Oil") on April 19,
2001, as discussed below in Note 5 of the unaudited condensed consolidated
financial statements as of March 31, 2002, the Company presently has no
significant operations, and expects such losses to continue unless and until the
Company is able to make profitable acquisitions. There can be no assurance that
the Company will be able to make such acquisitions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

                                       10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

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

     On October 26, 2000, the Company through its membership in Triway Land
Investors, L.L.C. ("Triway"), a newly formed limited liability company with two
additional members, entered into an operating agreement to acquire real property
in Scottsdale, Arizona for office development. The acquisition price of the real
property acquired by Triway, approximately 10 acres, was $3,600,000. On
September 29, 2000, the Company advanced $775,000 through a promissory note to
one of the participating parties to assist in securing the acquisition of the
real property. On October 27, 2000 the entire promissory note, plus accrued
interest, was paid in full. Additionally, the Company made a $500,000 equity
investment in Triway. According to the operating agreement, the Company and a
majority interest member of Triway may be required to make additional
contributions up to a proportionate specified amount. On September 20, 2001, the
Company contributed an additional $32,000 equity investment, proportionately, in
accordance with the terms of the operating agreement. On March 29, 2002, Triway
made a capital call requiring the Company to contribute an additional $13,900
equity investment, proportionately, in accordance with the terms of the
operating agreement. The Company may still be required to contribute up to an
additional $166,600, proportionately, at a future date as specified by the
operating agreement. From any distributions made by Triway, the Company is to
receive a priority payout of all capital contributed to Triway, plus an amount
required for the Company to receive a 9% per year rate of return through the
date all permits relating to the proposed office development by Triway are
issued, and a 10% rate of return from the time all permits relating to the
proposed office development by Triway are issued until all capital contributions
are returned. After all capital and priority returns have been distributed, the
managing member of Triway is to receive a distribution equal to 42.86% of
amounts previously distributed. The Company will then share in 17.5% of the
results from the total project.

                                       11
<PAGE>
     The Company expects that the current cash and cash equivalents will be
sufficient to meet its forecasted operating cash needs for the remainder of
2002, which includes the investment in the real estate project described above.
However, due to any unforeseen circumstances that could occur outside the
Company's control, there can be no assurance that adequate cash flows from the
Company's present cash position and current activity will be achieved.

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

RESULTS OF OPERATIONS - THREE MONTH PERIOD ENDED MARCH 31, 2002, COMPARED WITH
THREE MONTH PERIOD ENDED MARCH 31, 2001

     The Company reported a net loss of $132,000 during the three month period
ended March 31, 2002 compared to a net loss of $73,000 for the three month
period ended March 31, 2001. Oil and gas revenue increased from $5,000 for the
three month period ended March 21, 2001 to $70,000 for the three month period
ended March 31, 2002 due to the April 19, 2001 acquisition of SA Oil, including
working interest and royalty interest revenue from additional oil and gas
properties. Separately SA Oil properties generated $68,000 in revenue for the
three month period ended March 31, 2002, while properties owned prior to the
acquisition of SA Oil generated $2,000 in revenue for the three month period
ended March 31, 2002. Interest and other income decreased from $24,000 for the
three month period ended March 31, 2001 to $6,000 for the three month period
ended March 31, 2002 due to reduced interest income earned on lower cash
balances from 2001 to 2002.

     General and administrative expenses increased from $95,000 for the three
month period ended March 31, 2001 to $102,000 for the three month period ended
March 31, 2002, due to reduced rent reimbursements received from a sublease of
the Company's offices in 2002. Rental reimbursements received for the three
month period ended March 31, 2001 were $15,000 compared to rental reimbursements
of $8,000 recorded during the three month period ended March 31, 2002.
Depreciation, depletion and amortization expense increased from $5,000 for the
three month period ended March 31, 2001 to $44,000 for the three month period
ended March 31, 2002 due to additional depletion related to the 87 oil and gas
well interests acquired through the acquisition of SA Oil. Depletion and
amortization of $38,000 recorded for the three month period ended March 31, 2002
was due to the acquisition of the SA Oil properties. Depletion and depreciation
expense of $6,000 was recorded for the three month period ended March 31, 2002
for the previously owned properties and equipment. Oil and gas operation expense
increased from $1,000 for the three month period ended March 31, 2001 to $48,000
for the three month period ended March 31, 2002 also due to the oil and gas

                                       12
<PAGE>
properties acquired through the acquisition of SA Oil. Operating expenses for
the SA Oil properties were $46,000 for the three month period ended March 31,
2002. Operating expenses for previously owned properties was $2,000 for the
three month period ended March 31, 2002. Interest expense increased from $1,000
for the three month period March 31, 2001 to $14,000 for the three month period
ended March 31, 2002 due to the note payable of $903,000 acquired in the
acquisition of SA Oil. Interest expense on the note payable of $903,000 was
$13,000 for the three month period ended March 31, 2002. Interest expense on
previous obligations was $1,000 for the three month period ended March 31, 2002.

     During the three month period ended March 31, 2002, the Company accrued
expense reimbursements of $17,000 to be received from two companies that are
partially owned by four of the Company's executives. These accrued receipts are
full reimbursement for salaries and related taxes and insurance expenses
incurred by the Company on behalf of the related parties. This arrangement
allows the Company to reduce expense and still maintain adequate staffing. The
reimbursements are recorded as a reduction of general and administrative expense
for the three month period ended March 31, 2002. At March 31, 2002, $17,000 of
these reimbursements are included in related party receivables.

     During the three month period ended March 31, 2002, the Company accrued
rental reimbursements of $3,000 to be received from a Company that is partially
owned by four of the Company's executives for a month-to-month sublease of the
Company's offices. This is recorded as a reduction in rental expense. At March
31, 2002, $1,000 of this sublease is included in related party receivables.

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

                                       13
<PAGE>
REAL ESTATE ACTIVITIES

     The Company entered into an agreement and made an investment in a limited
liability company acquiring real property for office development in Scottsdale,
Arizona in October 2000, as discussed above. Plans have been formulated for the
development of office condominium buildings totaling 100,000 sq. ft. The project
recently received approval on all permits and plans. Triway is now offering
buildings for sale on a pre-construction basis, build-to-suit, or the land for
sale inclusive of the approved working drawings and permits. See "Liquidity and
Capital Resources."

OIL AND GAS ACTIVITIES

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

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

CAPITAL REQUIREMENTS

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

IMPACT OF INFLATION

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

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Certain statements contained in this report, including statements
containing the words "believes," "anticipates," "intends," "expects" and words
of similar import, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to the safe
harbors created thereby. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that may cause the
actual results to be materially different from the forward-looking statements.
Such factors include, among others, the following: the fact that the Company has
no significant operations; the risk that Triway may not be able to sell the
office condominium buildings as presently scheduled and the risk that the

                                       14
<PAGE>
Company's investment in Triway may not be profitable; the risk that the
operations of the newly acquired SA Oil & Gas Corporation may not be profitable;
the risk that the Company will continue to recognize losses from operations
unless and until the Company is able to make profitable acquisitions; the risk
that all of the foregoing factors or other factors could cause fluctuations in
the Company's operating results and the price of the Company's common stock; and
other risks detailed in this report and from time to time in the Company's other
filings with the Securities and Exchange Commission. Given these uncertainties,
readers should not place undue reliance on such forward-looking statements.

                           PART II. OTHER INFORMATION

Responses to Items 1 through 5 are omitted since these items are either
inapplicable or the response thereto would be negative.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          See index beginning on page 17

     (b)  There were no reports filed on Form 8-K for the three months ended
          March 31, 2002.

                                       15
<PAGE>
                                   SIGNATURES

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

                                        STRATFORD AMERICAN CORPORATION

                                        Registrant


Date: May 14, 2002                      By /s/ Mel L. Shultz
                                           -------------------------------------
                                           Mel L. Shultz, President and Director


Date: May 14, 2002                      By /s/ Daniel E. Matthews
                                           -------------------------------------
                                           Daniel E. Matthews, Controller,
                                           Secretary and Treasurer

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                                 EXHIBITS INDEX

There are no exhibits originally filed with this report. The Company hereby
incorporates all other exhibits by reference pursuant to Rule 12b-32, each of
which (except Exhibits 2.1, 3.3 and 10.1) 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 2.1 was filed with the Company's
form 8-K filed with the Securities and Exchange Commission on May 2, 2001.
Exhibit 3.3 was filed with the Company's Registration Statement on Form S-1 on
June 12, 1989. Exhibit 10.1 was filed as Exhibit 10.14 to the Company's Form
10-KSB for the year ended December 31, 2000, which was filed with the Securities
and Exchange Commission on April 2, 2001.

Number                             Description                              Page
------                             -----------                              ----
  2.1          Stock Purchase Agreement, dated March 22, 2001 by
               and among SA Oil, the shareholders of SA Oil, and
               the Company                                                   N/A

  3.1          Articles of Incorporation                                     N/A

  3.2          By-laws                                                       N/A

  3.3          Articles of Amendment to Articles of Incorporation            N/A

  4.1          Form of Common Stock Certificate                              N/A

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

  4.3          Article IV of the Articles of Incorporation                   N/A

  4.4          Article III of the Bylaws                                     N/A

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

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