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 1934

                For the quarterly period ended September 30, 2004

   ( )           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 [ ]

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 October 31, 2004.

Transitional Small Business Disclosure Format (check one):  Yes [ ] No [X]

<PAGE>

                         STRATFORD AMERICAN CORPORATION

                                      INDEX


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2004 (unaudited)               3

Consolidated Statements of Operations for the three and nine
months ended September 30, 2004 and 2003 (unaudited)                          4

Consolidated Statements of Cash Flows for the three and nine
months ended September 30, 2004 and 2003 (unaudited)                          5

Notes to Consolidated Financial Statements (unaudited)                        6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                14

ITEM 3.   CONTROLS AND PROCEDURES                                            19

PART II.  OTHER INFORMATION                                                  20

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                   20

Signatures                                                                   21


                                        2
<PAGE>

                         PART 1. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (unaudited)

                                     ASSETS

Cash and cash equivalents                                          $    751,000
Receivables:
  Oil and gas                                                           129,000
  Related party                                                          14,000
  Other                                                                   1,000
Oil and gas interests, net                                            1,175,000
Assets held for sale                                                 25,215,000
Other assets                                                            102,000
                                                                   ------------

                                                                   $ 27,387,000
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                         39,000
Accrued liabilities                                                      63,000
Liabilities held for sale                                            23,941,000
                                                                   ------------

       Total liabilities                                             24,043,000

Shareholders' equity:
  Non-redeemable 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
     11,078,105 shares                                                  111,000
  Additional paid-in capital                                         28,511,000
  Accumulated deficit                                               (25,267,000)
  Treasury stock, 1,967 shares at cost                                  (11,000)
                                                                   ------------

                                                                      3,344,000
                                                                   ------------

                                                                   $ 27,387,000
                                                                   ============


          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                 For the Three Months Ended      For the Nine Months Ended
                                                         September 30,                 September 30,
                                                 ---------------------------   ----------------------------
                                                     2004           2003           2004            2003
                                                 ------------   ------------   ------------    ------------
<S>                                              <C>            <C>            <C>             <C>
REVENUES:
  Oil & gas revenue                              $    285,000   $    166,000   $    712,000    $    583,000
  Gain on restructuring of payables                         0        614,000              0         614,000
  Interest and other income                             2,000        116,000          5,000         119,000
                                                 ------------   ------------   ------------    ------------

                                                      287,000        896,000        717,000       1,316,000
EXPENSES:
  General and administrative                          140,000        125,000        437,000         405,000
  Depreciation, depletion and amortization             77,000         72,000        227,000         218,000
  Oil & gas operations                                 60,000         48,000        167,000         142,000
  Interest                                                  0         10,000              0          38,000
                                                 ------------   ------------   ------------    ------------

                                                      277,000        255,000        831,000         803,000
                                                 ------------   ------------   ------------    ------------
Income (loss) from continuing
  operations before income taxes                       10,000        641,000       (114,000)        513,000

Income tax expense                                      1,000          6,000          2,000          15,000
                                                 ------------   ------------   ------------    ------------
Income (loss) from continuing
  operations                                            9,000        635,000       (116,000)        498,000

Income from discontinued operations,
  net of tax                                          126,000          7,000        297,000          22,000
                                                 ------------   ------------   ------------    ------------

Net income                                       $    135,000   $    642,000   $    181,000    $    520,000
                                                 ============   ============   ============    ============

Basic and diluted net income (loss) per share:
  Income (loss) from continuing operations       $       0.00   $       0.06   $      (0.01)   $       0.05
  Income from discontinued operations,
    net of tax                                           0.01           0.00           0.03            0.00
                                                 ------------   ------------   ------------    ------------
Basic and diluted net income per share           $       0.01   $       0.06   $       0.02    $       0.05
                                                 ============   ============   ============    ============
Shares used to compute net income (loss)
  per share                                        11,078,105     10,371,583     11,078,105      10,177,006
                                                 ============   ============   ============    ============
</TABLE>


           See accompanying notes to consolidated financial statements

                                        4
<PAGE>

                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              For the Nine Months Ended
                                                                     September 30,
                                                              --------------------------
                                                                  2004          2003
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Net income (loss) from continuing operations                $  (116,000)   $   498,000
  Adjustments to reconcile net income (loss) to
    net cash provided by continuing operating activities:
      Gain on restructuring of payables                                 0       (614,000)
      Gain on sale of investment in LLC                                 0       (114,000)
      Depreciation, depletion and amortization                    227,000        218,000

  Changes in assets and liabilities:
    Decrease (increase) in accounts and mortgage receivable       (32,000)       269,000
    Decrease in other assets                                       19,000         23,000
    Decrease in accounts payable                                  (20,000)       (64,000)
    Increase in accrued liabilities                                21,000         12,000
                                                              -----------    -----------
NET CASH PROVIDED BY CONTINUING
OPERATING ACTIVITIES                                               99,000        228,000
                                                              -----------    -----------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITIES:
  Proceeds from sale of investment in LLC                               0        684,000
  Investment in LLC                                                     0         (6,000)
  Purchase of oil and gas interests                              (151,000)       (56,000)
  Purchases of property and equipment                                   0        (21,000)
                                                              -----------    -----------
NET CASH PROVIDED BY (USED IN) CONTINUING
INVESTING ACTIVITIES                                             (151,000)       601,000
                                                              -----------    -----------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
  Payments on notes payable                                             0       (233,000)
                                                              -----------    -----------
NET CASH USED IN CONTINUING FINANCING ACTIVITIES                        0       (233,000)
                                                              -----------    -----------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                       98,000        112,000

NET INCREASE IN CASH AND CASH EQUIVALENTS                          46,000        708,000

CASH AND CASH EQUIVALENTS, beginning of period                    705,000        155,000
                                                              -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                      $   751,000    $   863,000
                                                              ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid during the period                             $ 1,061,000    $ 1,169,000
                                                              ===========    ===========
  Taxes paid during the period                                $     6,000    $    11,000
                                                              ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


Note 1 - BASIS OF PRESENTATION

     The accompanying  unaudited  consolidated financial statements of Stratford
American  Corporation  and  subsidiaries  (the  "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America  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 accounting  principles
generally  accepted  in the United  States of  America  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 nine months ended September 30, 2004 may not
necessarily be indicative of the results that may be expected for the year ended
December 31, 2004.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  amounts  reported  in the  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, 2003 as
filed with the Securities and Exchange Commission.

     Certain amounts in the accompanying  financial statements for the three and
nine month periods ended  September 30, 2003 have been  reclassified  to conform
with the  presentation  for the three and nine month periods ended September 30,
2004 to  reflect  the  discontinued  operations  of the real  estate  segment as
discussed further in Note 2.

Note 2 - ASSETS AND LIABILITIES HELD FOR SALE/DISCONTINUED OPERATIONS

     On August 30, 2004,  Scottsdale  Thompson  Peak,  LLC, of which the Company
owns an 80%  membership  interest,  entered into a Purchase  and Sale  Agreement
("the  Agreement")  with an  unrelated  third party to sell the  Company's  real
estate segment, which consists primarily of the office building located at 20225
North  Scottsdale  Road,  Scottsdale,  Arizona.  The "Agreement"  called for the
closing  of  sale of the  property  by the end of  November  2004 at a price  of
$31,400,000.   The  transaction  closed  on  November  9,  2004.  The  following
summarizes the Company's  assets and liabilities  held for sale at September 30,
2004:

                                        6
<PAGE>

                                                       Carrying Amount as of
                                                        September 30, 2004
                                                       ---------------------
     Assets held for sale:
       Real estate interests, net                          $24,211,000
       Loan fees, net                                          292,000
       Deferred rent                                           665,000
       Prepaid interest                                         47,000
                                                           -----------
                                                           $25,215,000
                                                           ===========

     Liabilities held for sale:
       Notes payable (See Note 7)                          $23,434,000
       Minority interest in consolidated subsidiary            324,000
       Other accrued liabilities                               183,000
                                                           -----------
                                                           $23,941,000
                                                           ===========

     Net cash  proceeds  to  Scottsdale  Thompson  Peak,  LLC from the sale were
approximately $7,468,000.  Such net cash receipts and the related gain from this
transaction  of  approximately  $5,939,000  will be reflected  in the  Company's
consolidated  financial  statements in the quarter ending December 31, 2004. The
accompanying  financial  statements  reflect  this  agreement  for  sale  of the
Company's  real  estate  segment  as  discontinued  operations  for all  periods
presented.

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  (11,078,105  shares for the three and nine month periods ended September
30, 2004 and  10,371,583  and  10,177,006  for the three and nine month  periods
ended September 30, 2003, respectively).  Diluted net income (loss) per share is
the same as basic net  income  (loss)  per  share  for the three and nine  month
periods ended  September 30, 2004 and 2003.  Available  stock options of 480,000
for each of the three and nine month periods ended  September 30, 2004 and 2003,
were antidilutive and not considered common stock equivalents for the purpose of
computing net income (loss) per common share.

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.

                                        7
<PAGE>

     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:

<TABLE>
<CAPTION>
                            For the Three Months Ended      For the Nine Months Ended
                                    September 30,                 September 30,
                            ---------------------------   ----------------------------
                                2004           2003           2004            2003
                            ------------   ------------   ------------    ------------
<S>                         <C>            <C>            <C>             <C>
Net income :
  As reported               $    135,000   $    642,000   $    181,000    $    520,000
                            ============   ============   ============    ============

Pro forma                   $    135,000   $    642,000   $    181,000    $    520,000
                            ============   ============   ============    ============

Diluted income per share:
  As reported               $       0.01   $       0.06   $       0.02    $       0.05
                            ============   ============   ============    ============
Pro forma                   $       0.01   $       0.06   $       0.02    $       0.05
                            ============   ============   ============    ============
</TABLE>

Note 5 - INVESTMENT IN SCOTTSDALE THOMPSON PEAK, LLC

     On December 11, 2002, the Company,  along with other  investors,  completed
the purchase of an office  building  leased by a single tenant  located at 20225
North  Scottsdale  Road,  Scottsdale,  Arizona (the "Property") for $25,484,000,
which reflects the purchase  price of $24,988,000  and closing costs incurred of
$496,000.  The Property,  upon purchase,  was immediately conveyed to Scottsdale
Thompson Peak, LLC, a newly formed Arizona limited  liability  company  ("STP").
The Company owns 80% of the membership  interests in, and is the manager of STP.
Further,  STP is a  consolidated  subsidiary  of the  Company.  STP  funded  the
purchase of the Property through a combination of cash  contributions  and loans
obtained by STP, in the aggregate  amount of $24,300,000.  A $20,000,000 loan is
financed with a 5.9% interest rate,  twenty-two year straight-line  amortization
note and is  guaranteed by JDMD  Investments,  LLC, a major  shareholder  of the
Company. A loan of $2,500,000 is financed with a 6% interest rate, interest only
note, for a period of two years, due December 11, 2004, and is guaranteed 50% by
JDMD Investments, LLC and 50% by Diamond Ventures, Inc., an affiliate of The DRD
97 Trust, a major shareholder of the Company. A loan of $1,800,000, from a major
shareholder,  is financed with a 10% interest rate note,  interest  only,  for a
period of two years,  due  December 2, 2004.  The Company also issued a total of
1,200,000  shares  of its  common  stock  (valued  at $0.20  per  share) to JDMD
Investments,  LLC, a major  shareholder  of the  Company,  for its  agreement to
guarantee payment of certain exceptions or carve outs on the first mortgage, the
guarantee  of 50%  of the  $2,500,000  bank  loan,  the  assignment  of all  its
interests in finding and negotiating the purchase of the Property, and obtaining
the mortgage loan and other financing  involved.  This $240,000 is recorded as a
loan fee and was being amortized  monthly,  pro-rata over the life of the loans.
At September 30, 2004, the net book value of the above loan fee was $200,000. An
additional loan fee of $100,000, paid at closing to a mortgage broker, was being
amortized  monthly over the life of the $20,000,000 loan. At September 30, 2004,
the net book  value of this loan fee was  $92,000.  Remaining  closing  costs of
$156,000 were capitalized with the purchase price of the building.  Amortization
expense on the above  mentioned loan fees ceased as of August 30, 2004,  when it
was  determined  that the  criteria  had been met to classify the building as an
asset held for sale. (See Note 2)

                                        8
<PAGE>

     The building is leased 100% by a single tenant and used as their  corporate
office.  The tenant is engaged in selling and installing new tires for autos and
trucks.  Under the terms of the lease agreement,  STP is to receive annual basic
rents of $2,096,000,  paid in equal monthly  installments  during the first five
years of the lease. In years six,  eleven,  and sixteen of the lease, the annual
rents are  escalated  by 10% of the prior years rent.  The Company is  reporting
results  from  this  lease  as  an  operating  lease.  As  such,  total  revenue
anticipated   for  the  life  of  the  lease  is   recognized  in  equal  annual
installments.  Differences  between  cash  received and revenue  recognized  are
recorded as deferred rent. The lease is a bondable,  fully triple net twenty-two
year lease.  The lease commenced on December 9, 2002 and will expire on December
31, 2024 (excluding  unexercised options).  Three, five-year renewal options are
available to the tenant.  The  building has an expected  life of forty years and
the Company is using straight-line  depreciation over this forty-year period. As
of September 30, 2004, accumulated depreciation of $933,000 and accumulated loan
fee amortization of $48,000 had been recorded, leaving net assets of $24,503,000
on the books of the Company.  Depreciation expense ceased as of August 30, 2004,
when it was determined that the building met the criteria to be classified as an
asset held for sale. The Company believes the building is adequately  covered by
insurance.

     As discussed above in Note 2, on August 30, 2004 Scottsdale  Thompson Peak,
LLC entered into a Purchase and Sale Agreement with an unrelated  third party to
sell the office building  located at 20225 North  Scottsdale  Road,  Scottsdale,
Arizona. The Agreement called for the closing of sale of the property by the end
of November 2004 at a price of $31,400,000.  The transaction  closed on November
9, 2004. The assets and  liabilities  which  represent the Company's real estate
segment in its entirety are recorded within assets and liabilities held for sale
for all periods presented in the accompanying  unaudited  consolidated financial
statements.

Note 6 - OIL AND GAS INTERESTS

     On June 5, 2002, 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.  The
Company  has paid  $109,000  in costs to test and  equip  four  wells  that were
completed during the nine months ended September 30, 2004.

     The Company also elected to  participate  in the drilling of a  development
well during the three months ended  September 30, 2004, and has prepaid  $27,000
in costs. The funds came from Company cash. Total  capitalized costs of the SAEC
properties and accumulated depletion and amortization are as follows:

                                                     September 30, 2004
                                                     ------------------

     Oil and gas interests                              $ 783,000
     2004 development cost additions                      136,000
     Less accumulated depletion and amortization         (265,000)
                                                        ---------

     Net oil and gas interests                          $ 654,000
                                                        =========


                                       9
<PAGE>

     The  Company  recognized  depletion  expense of $32,000 and $90,000 for the
three and nine month periods ended September 30, 2004, respectively, and $25,000
and $74,000  for the three and nine month  periods  ended  September  30,  2003,
respectively.

     In addition to the oil and gas interests,  acquisition costs of $68,000 are
being  amortized  equally  over a  seven-year  period.  The  Company  recognized
amortization  expense of $2,000 and $6,000 for the three and nine month  periods
ended September 30, 2004, respectively, and $3,000 and $7,000 for three and nine
month  periods  ended  September  30,  2003,  respectively.   Total  accumulated
amortization of acquisition costs at September 30, 2004 is $24,000,  leaving net
acquisition costs of $44,000 on the books of the Company.

     On April 19, 2001,  the Company  purchased  100% of the capital stock of SA
Oil and Gas Corporation ("SA Oil"), from the shareholders of SA Oil, in exchange
for 755,948  shares of common stock of the Company.  SA Oil owns working  and/or
royalty  interests in 87 oil and gas  properties  located in Oklahoma and Texas.
Total capitalized  costs of the SA Oil properties and accumulated  depletion and
amortization are follows:

                                                     September 30, 2004
                                                     ------------------

     Oil and gas interests                              $ 3,656,000
     2004 development cost additions                         15,000
     Less accumulated depletion and amortization         (3,150,000)
                                                        -----------
     Net oil and gas interests                          $   521,000
                                                        ===========

     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  $101,000  for each of the three and nine month  periods
ended  September  30,  2004  and  2003,   respectively.   The  Company  recorded
amortization  on  intangible  drilling  costs and  depreciation  on equipment of
$3,000 and  $10,000 for the three and nine month  periods  ended  September  30,
2004, respectively,  and $4,000 and $15,000 for the three and nine month periods
ended September 30, 2003, 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 $6,000 for the three and nine month  periods
ended  September  30,  2004 and  $2,000  and $5,000 for the three and nine month
periods ended September 30, 2003,  respectively.  Total accumulated amortization
of  the  acquisition  costs  at  September  30,  2004  is  $25,000  leaving  net
acquisition costs of $23,000 on the books of the Company.

     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 September 30, 2004.

     Total net oil and gas interests at September 30, 2004 are $1,175,000. Total
net acquisition costs relating to the oil and gas properties are $67,000 and are
recorded within other assets at September 30, 2004.

                                       10
<PAGE>

     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 7 - NOTES PAYABLE

     Notes  payable  consist of the  following as of September  30, 2004 and are
recorded within liabilities held for sale:

     Note payable to Allianz Life Insurance Company, due
       November 15, 2024, principal and interest due monthly
       at 5.9%, collateralized  by the Deed of Trust, Assignment
       of Rents and Security Agreement                             $  19,134,000

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

     Note payable to Southwest Holdings, Ltd, a related party,
       due December 2, 2004, interest due monthly at 10%               1,800,000
                                                                   -------------

                                                                   $  23,434,000
                                                                   =============

     Principal payments on notes payable are as follows:

     Year ending September 30:
     2005                                   $ 4,813,000
     2006                                       544,000
     2007                                       577,000
     2008                                       612,000
     2009                                       649,000
     Thereafter                              16,239,000
                                            -----------
                                            $23,434,000
                                            ===========

     As discussed above in Note 2, the Property was sold,  effective November 9,
2004.  Part of the  proceeds  from the sale were used to payoff the  outstanding
debt related to the disposal group of $23,434,000.

Note 8 - OPERATING SEGMENTS

     The following tables summarize  information about the Company's  operations
by business operating segments,  before discontinued  operations,  for the three
and nine month periods  ending  September 30, 2004 and 2003.  The segment "Oil &
Gas" includes  working and/or royalty  interests in oil and gas properties  that
are primarily  located in Oklahoma and Texas,  as described above in Note 6. The
segment  "Other"  includes  corporate  activities.   The  segment  "Elimination"
includes inter-company eliminations.  The segment historically reported as "Real
Estate"  included  an office  building,  leased to a single  tenant,  located in
Scottsdale,  Arizona.  The results  reported for this segment have been recorded
within  assets  and  liabilities  held  for sale and  income  from  discontinued
operations as a result of the transaction discussed in Note 2.

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                   OIL & GAS       OTHER       ELIMINATION       TOTAL
                                  -----------   -----------    -----------    -----------
<S>                               <C>           <C>            <C>            <C>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2004
(UNAUDITED):

Total revenue                     $   285,000   $    18,000    $   (16,000)   $   287,000

Net income (loss) before
  income taxes                        152,000      (142,000)             0         10,000

Identifiable assets                 1,468,000       704,000              0      2,172,000

Depreciation, depletion
  and amortization expense             75,000         2,000              0         77,000

Interest and other income                   0         2,000              0          2,000

Income tax expense                          0         1,000              0          1,000

Expenditures for additions
  (long lived assets)                  51,000             0              0         51,000



                                   OIL & GAS       OTHER       ELIMINATION       TOTAL
                                  -----------   -----------    -----------    -----------
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2003
(UNAUDITED):

Total revenue                         166,000       746,000        (16,000)       896,000

Net income before
  income taxes                         45,000       596,000              0        641,000

Identifiable assets                 1,528,000       735,000              0      2,263,000

Depreciation, depletion
  and amortization expense             69,000         3,000              0         72,000

Interest expense                       10,000             0              0         10,000

Interest and other income                   0       116,000              0        116,000

Income tax expense                      6,000             0              0          6,000

Expenditures for additions
  (long lived assets)                  54,000         6,000              0         60,000
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                   OIL & GAS       OTHER       ELIMINATION       TOTAL
                                  -----------   -----------    -----------    -----------
<S>                               <C>           <C>            <C>            <C>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2004
(UNAUDITED):

Total revenue                     $   712,000   $    53,000    $   (48,000)   $   717,000

Net income (loss) before
  income taxes                        326,000      (440,000)             0       (114,000)

Identifiable assets                 1,468,000       704,000              0      2,172,000

Depreciation, depletion
  and amortization expense            219,000         8,000              0        227,000

Interest and other income                   0         5,000              0          5,000

Income tax expense                          0         2,000              0          2,000

Expenditures for additions
  (long lived assets)                 151,000             0              0        151,000


                                   OIL & GAS       OTHER       ELIMINATION       TOTAL
                                  -----------   -----------    -----------    -----------

FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
(UNAUDITED):

Total revenue                         583,000       781,000       (48,000)      1 316,000

Net income before
  income taxes                        197,000       316,000             0         513,000

Identifiable assets                 1,528,000       735,000             0       2,263,000

Depreciation, depletion
  and amortization expense            208,000        10,000             0         218,000

Interest expense                       36,000         2,000             0          38,000

Interest and other income                   0       119,000             0         119,000

Income tax expense                     15,000             0             0          15,000

Expenditures for additions
  (long lived assets)                  56,000        21,000             0          77,000
</TABLE>


                                       13
<PAGE>

Note 9 - RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003,  the FASB issued  Interpretation  No. 46  ("Interpretation
46"),  CONSOLIDATION OF VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO.
51. This  interpretation of Accounting  Research  Bulletin No. 51,  CONSOLIDATED
FINANCIAL  STATEMENTS,   addresses  consolidation  by  business  enterprises  of
variable  interest  entities  (selected   entities  with  related   contractual,
ownership, voting or other monetary interests, including certain special purpose
entities),  and requires  certain  additional  disclosure  with respect to these
entities.  The provisions of  Interpretation  46 are  immediately  applicable to
variable interest entities created after January 31, 2003. In December 2003, the
FASB  issued  a  revision  to   Interpretation   46,  commonly  referred  to  as
Interpretation No. 46R  ("Interpretation  46R"). The objective of Interpretation
46R was to provide  additional  clarification to  Interpretation  46 and require
public  entities to identify those entities that are considered  special purpose
entities  (SPEs)  in  which  they  have  variable  interests  and to  apply  the
provisions  of either  Interpretation  46 or 46R at December 31, 2003.  The full
provisions of  Interpretation  46R will be required by the Company for the first
annual  reporting period beginning after December 15, 2004. The Company believes
that the adoption of  Interpretation  46R will not have a material effect on the
Company's financial condition or results of operations.

Note 10 - INCOME TAXES

     The Company  recorded  income tax expense  from  continuing  operations  of
$1,000  and $2,000 for the three and nine month  periods  ending  September  30,
2004,  respectively.  The income tax  expense  of $2,000  reported  for the nine
months  ended  September  30,  2004 was the  result of an under  accrual  of the
Company's  2003  income tax  liability.  The accrual for the 2003 income tax was
based on  information  available at that time.  The effective tax rate was 0.74%
and 1.09% for the  three  and nine  month  periods  ended  September  30,  2004,
respectively,  and 0.93% and 2.80% for the three and nine  month  periods  ended
September 30, 2003,  respectively.  In determining the effective tax rates,  the
Company utilizes net operating loss carryforwards for which valuation allowances
have previously been provided.

     As a result of the gain on the sale of the building by Scottsdale  Thompson
Peak, LLC, an 80% owned subsidiary, the Company projects that it will have a tax
liability of approximately  $131,000 in federal income tax and $502,000 in state
income tax which  will be  reflected  in the  Company's  consolidated  financial
statements in the quarter ending December 31, 2004.


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 unaudited  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

                                       14
<PAGE>

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

     As of September 30, 2004, the Company owned 80% of the membership interests
of Scottsdale  Thompson Peak,  LLC, which owned an office  building  leased by a
single  tenant  located at 20225 North  Scottsdale  Road,  Scottsdale,  Arizona.
Scottsdale  Thompson Peak, LLC sold the office  building on November 9, 2004. As
discussed  in  Note  2  and  Note  5 of  the  unaudited  consolidated  financial
statements,  the Company met the criteria for classifying the office building as
an asset held for sale  during  the third  quarter  of fiscal  year  2004.  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 consolidated financial statements.

     The Company also owns working interests in oil and gas properties primarily
located in Oklahoma  and Texas,  as discussed  above in Note 6 of the  unaudited
consolidated financial statements.

     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  Statements  of  Operations  have been
prepared in accordance  with  accounting  principles  generally  accepted in the

                                       15
<PAGE>

United States of America. The preparation of these financial statements requires
the Company to make certain  estimates  and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an on-going basis, the Company evaluates
its estimates,  including those related to  investments,  oil and gas interests,
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.

     As noted  above and in Note 2 and Note 5, as of  September  30,  2004,  the
Company's real estate  investment is currently held for sale.  Accordingly,  the
assets to be  disposed of are  separately  presented  in the  balance  sheet and
reported at the lower of the  carrying  amount or fair value less costs to sell,
and are no longer depreciated.  The assets and liabilities of the disposal group
are classified as held for sale and are presented  separately in the appropriate
asset  and  liability   sections  of  the  balance  sheet  and  in  income  from
discontinued operations in the consolidated statements of operations.

LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2004,  the  Company  had  $751,000  in  available  cash
resources.

     As discussed above,  the Company along with other investors,  completed the
purchase  of  an  office  building  located  at  20225  North  Scottsdale  Road,
Scottsdale,  Arizona (the  "Property") for $25,484,000,  effective  December 11,
2002. The Property after being purchased by the Company and the other investors,
was  immediately  conveyed to STP. The purchase was funded through a combination
of cash  contributions  and loans  obtained  by STP in the  aggregate  amount of
$24,300,000.  A loan of  $20,000,000  is  financed  with a 5.9%  interest  rate,
twenty-two  year  straight-line  amortization  note  and is  guaranteed  by JDMD
Investments,  LLC, a major  shareholder of the Company.  A loan of $2,500,000 is
financed with a 6% interest rate, interest only note, for a period of two years,
due December 11, 2004, and is guaranteed 50% by JDMD  Investments,  LLC, a major
shareholder of the Company,  and 50% by Diamond Ventures,  Inc., an affiliate of
The DRD 97 Trust, a major shareholder of the Company. A loan of $1,800,000, from
a major shareholder,  is financed with a 10% interest rate note,  interest only,
for a period of two years,  due December 2, 2004. The lease with the sole tenant
for the entire building is a bondable,  triple-net lease, commencing on December
9, 2002, expiring on December 31, 2024, excluding  unexercised  extensions.  The
annual basic rent for years one through five is  $2,096,000  per year.  In years
six, eleven and sixteen of the lease annual rents are escalated by 10% of annual
rents paid in the preceding year.

                                       16
<PAGE>

     The following  table  summarizes the Company's  contractual  obligations at
September 30, 2004:

<TABLE>
<CAPTION>
                                                     Payments Due by Period
                                                   -------------------------
  Contractual                         Less Than                                 More Than
  Obligations             Total         1 Year      1-3 Years     3-5 Years      5 Years
----------------       -----------   -----------   -----------   -----------   -----------
<S>                    <C>           <C>           <C>           <C>           <C>
Long-term debt
  obligations          $23,434,000   $ 4,813,000   $ 1,121,000   $ 1,261,000   $16,239,000
Operating lease
  obligations              319,000        97,000       222,000             0             0
                       -----------   -----------   -----------   -----------   -----------

Total                  $23,753,000   $ 4,910,000   $ 1,343,000   $ 1,261,000   $16,239,000
                       ===========   ===========   ===========   ===========   ===========
</TABLE>

     As discussed in Note 2 to the unaudited  consolidated financial statements,
the office building was sold, effective November 9, 2004. As discussed in Note 7
to the unaudited consolidated financial statements,  debt service obligations of
$23,434,000, which were inclusive of the $20,000,000, 5.9% loan, the $2,500,000,
6% loan and the  $1,800,000,  10% loan,  were paid out of the cash proceeds from
the sale of the office building.

     During the three months ended  September 30, 2004, the Company  through its
wholly owned subsidiary,  SAEC, paid $16,000 in drilling and equipment costs for
wells it had previously  elected to participate  proportionately  in and prepaid
$27,000 in costs to participate proportionately in a new development well. Also,
during the three months ended September 30, 2004, the Company through its wholly
owned  subsidiary,  SA Oil, paid $8,000 in equipment  costs.  Total year to date
drilling and equipment  costs of $151,000,  of which  $136,000 were through SAEC
and $15,000 were through SA Oil, were paid out of Company cash.

     The primary  sources of the  Company's  cash and cash  equivalents  are the
revenues  received  from the working  interests  in the oil and gas  properties,
rental revenues from the office building, and the one-time sale of the Company's
investment in Triway Land  Investors,  LLC in 2003. The Company expects that the
current cash and cash  equivalents  will be  sufficient  to meet its  forecasted
operating cash needs for the remainder of 2004.  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  Board  of  Directors  is  presently
considering options as to the future direction of the Company.

     As discussed  above in Note 2, net cash  proceeds from the November 9, 2004
sale of the Company's real estate segment to Scottsdale  Thompson Peak,  LLC, of
which the Company owns 80% of the  membership  interests in, were  approximately
$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.

RESULTS OF OPERATIONS - THREE AND NINE MONTH  PERIODS ENDED  SEPTEMBER 30, 2004,
COMPARED WITH THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003

     OIL AND GAS  REVENUES.  Oil and gas revenues  increased  from  $166,000 and
$583,000  for the three and nine  month  periods  ended  September  30,  2003 to
$285,000 and $712,000 for the three and nine month periods  ended  September 30,
2004, respectively.  Oil and gas revenues accounted for 32% and 28% of the total

                                       17
<PAGE>

revenue  reported  by the  Company  for the three and nine month  periods  ended
September  30, 2004.  The  increase is primarily  due to the receipt of revenues
from a property that  underwent  extensive  repairs  during prior  periods,  the
increase in prices  currently being received for oil and gas, and to the receipt
of revenues from four development wells that are now producing.  Separately,  SA
Oil properties generated $174,000 and $459,000 in revenue for the three and nine
month periods ended  September 30, 2004, and $114,000 and $348,000 for the three
and nine month periods ended September 30, 2003, respectively.  The SAEC working
interests  in 23 oil and gas  properties,  acquired  effective  April  1,  2002,
generated  $107,000 and $243,000 in revenue for the three and nine month periods
ended  September  30, 2004 and $49,000 and $223,000 for the three and nine month
periods ended September 30, 2003,  respectively.  The SARC properties  generated
$4,000  and  $10,000  in  revenue  for the three and nine  month  periods  ended
September  30, 2004 and $3,000 and $12,000 for the three and nine month  periods
ended September 30, 2003, respectively.

     PROPERTY RENTAL INCOME.  Property rental income increased from $524,000 and
$1,572,000  for the three and nine month  periods  ended  September  30, 2003 to
$616,000 and $1,848,000 for the three and nine month periods ended September 30,
2004, respectively. The 2004 results reflect scheduled rental income of $524,000
and $1,572,000 for the three and nine month periods ended September 30, 2004 and
deferred rent of $92,000 and $276,000 for the three and nine month periods ended
September 30, 2004, respectively.  Property rental income for the three and nine
month periods ended  September 30, 2004 and 2003 is included  within income from
discontinued operations. As discussed above in Note 2, Scottsdale Thompson Peak,
LLC sold the office building, effective November 9, 2004.

     OIL AND GAS  OPERATIONS.  Oil and gas  operations  expense  increased  from
$48,000 and $142,000 for the three and nine month  periods  ended  September 30,
2003, respectively, to $60,000 and $167,000 for the three and nine month periods
ended September 30, 2004,  respectively.  The increase for the nine months ended
September 30, 2004 is due primarily to equipment repair costs in 2004 of $23,000
and to professional fees incurred of $2,000.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
increased  from $125,000 and $405,000 for the three and nine month periods ended
September 30, 2003 to $140,000 and $437,000 for the three and nine month periods
ended  September 30, 2004,  respectively.  The increase of $15,000 for the three
months ended September 30, 2004 was primarily due to increased professional fees
relating  to  costs  associated  with  the  reporting   requirements  under  the
Securities  Exchange  Act of 1934,  as amended.  The increase of $32,000 for the
nine months ended September 30, 2004 was due to increased  insurance premiums of
$17,000,  increased  professional  fees, as described above, of $7,000, and to a
general increase in associated overhead costs of $8,000.

     INTEREST EXPENSE.  There is no interest expense from continuing  operations
for the three and nine month periods ended September 30, 2004. The decrease from
$10,000 and $38,000 for the three and nine month  periods  ended  September  30,
2003 is due to the  restructuring  of  payables  in  September  of  2003,  which
eliminated  debt and  resulted in a decrease in interest  expense of $36,000 and
due to the  satisfaction of a mortgage payable in June of 2003 which resulted in
a decrease in interest  expense of $2,000.  Interest  expense from  discontinued
operations, included within income from discontinued operations,  decreased from
$382,000 and $1,151,000 for the three and nine month periods ended September 30,
2003 to  $372,000  and  $1,126,000  for the three and nine month  periods  ended
September 30, 2004.  This decrease is primarily due to the monthly  amortization

                                       18
<PAGE>

of interest  paid in 2004 on the debt on the office  building  purchased  by the
Company and other  investors,  and  immediately  conveyed to STP, in December of
2002.

RELATED PARTY TRANSACTIONS

     During the three and nine month  periods  ended  September  30,  2004,  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 nine month periods ended September 30,
2004. At September  30, 2004,  $14,000 of these  reimbursements  are included in
related party receivables.

     At September 30, 2004, a note payable of $1,800,000,  due December 2, 2004,
bearing  an  interest  rate of 10%,  with  interest  due  monthly,  was  owed to
Southwest  Holdings,  Ltd, an affiliate of The DRD 97 Trust, a major shareholder
of the  Company.  At  September  30,  2004 all of the  accrued  interest  on the
above-mentioned  related  party note payable had been paid. On November 9, 2004,
the principal amount of $1,800,000 was paid in full to Southwest  Holdings,  Ltd
as discussed above in Note 7.

CAPITAL REQUIREMENTS

     During the nine months ended  September 30, 2004, the Company,  through its
wholly owned subsidiaries, SAEC and SA Oil, paid a total of $124,000 in drilling
and  equipment  costs  for  development  wells  it  had  previously  elected  to
participate  proportionately  in. In July 2004, the Company,  through its wholly
subsidiary  SAEC,  elected to participate  proportionately  in the drilling of a
development  well and prepaid $27,000 in costs.  If hydrocarbons  are located in
commercial quantity,  the Company will be responsible for approximately  $18,000
in additional costs to complete the well. The funds will come from Company cash.

     Other than the capital  requirements  described above, the Company does not
have any material plans for future capital expenditures at the present time.

IMPACT OF INFLATION

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

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 September 30, 2004, 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 September 30,
2004  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.

                                       19
<PAGE>

                           PART II. OTHER INFORMATION

     Responses  to Items 1  through  5 are  omitted  since  these  items are not
applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          See index beginning on page 22

     (b)  REPORTS ON FORM 8-K

          There  were no reports  on Form 8-K filed for the three  months  ended
          September 30, 2004

          The following  reports on Form 8-K were filed  subsequent to the three
          months ended September 30, 2004:

          On November 10, 2004,  the Company filed a Form 8-K dated November 10,
          2004,  relating  to  the  Press  Release  announcing  that  Scottsdale
          Thompson  Peak,  LLC, a  subsidiary  that the Company  owns 80% of the
          membership  interests  in, sold the office  building  located at 20225
          North Scottsdale Road, Scottsdale, Arizona

          On November 15, 2004,  the Company filed a Form 8-K dated  November 9,
          2004,  relating to the Purchase and Sale Agreement between  Scottsdale
          Thompson  Peak,  LLC, a  subsidiary  that the Company  owns 80% of the
          membership interests in, and Holualoa Arizona, Inc., pursuant to which
          the  office  building   located  at  20225  North   Scottsdale   Road,
          Scottsdale, Arizona was sold to Holualoa Arizona, Inc.

                                       20
<PAGE>

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
                                     Registrant


Date:  November 15, 2004             By /s/ Mel L. Shultz
                                     -------------------------------------------
                                     Mel L. Shultz, President and Director


Date:  November 15, 2004             By /s/ David H. Eaton
                                     -------------------------------------------
                                     David H. Eaton, Chief Executive Officer
                                     and Chairman of the Board


Date:  November 15, 2004             By /s/ Daniel E. Matthews
                                     -------------------------------------------
                                     Daniel E. Matthews, Controller, Secretary
                                     and Treasurer



                                       21
<PAGE>

                                 EXHIBITS INDEX

     Exhibits 31.1, 31.2, 31.3 and 32 are 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, 2.2, 2.3, 3.3, 10.1,  10.2,  10.3,
10.4 and 10.5) 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 2.2 was filed with
the Company's Form 8-K filed with the Securities and Exchange Commission on June
18, 2002. Exhibit 2.3 was filed as Exhibit 2.1 with the Company's Form 8-K filed
with the  Securities and Exchange  Commission on December 26, 2002.  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. Exhibit 10.2 was filed with the Company's
Form 10-QSB filed with the  Securities  and Exchange  Commission on November 14,
2002.  Exhibit 10.3 was filed as Exhibit 10.19 to the Company's  Form 10-KSB for
the year  ended  December  31,  2002,  which was filed with the  Securities  and
Exchange  Commission on March 31, 2003.  Exhibit 10.4 was filed as Exhibit 10.20
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 10.5 was filed as
Exhibit 99.2 with the Company's  Form 8-K filed with the Securities and Exchange
Commission on November 15, 2004.

Number                              Description
------                              -----------

  2.1     Stock  Purchase  Agreement,  dated March 22, 2001 by and among SA Oil,
          the shareholders of SA Oil, and the Company

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

  2.3     Purchase and Sale Agreement,  dated July 17, 2002, by and between Opus
          West  Corporation,  a Minnesota  corporation,  and Stratford  American
          Corporation

  3.1     Articles of Incorporation

  3.2     By-laws

  3.3     Articles of Amendment to Articles of Incorporation

  4.1     Form of Common Stock Certificate

  4.2     Form of Series "A" Preferred Stock Certificate

  4.3     Article IV of the Articles of Incorporation

  4.4     Article III of the Bylaws

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

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<PAGE>

 10.2     Letter  Agreement  between  Stratford   American   Corporation,   JDMD
          Investments,  L.L.C., Diamond Ventures,  Inc., Golden Gate Apartments,
          Ltd., L.P., Auriga Properties, Inc., DRD-97 Trust and David Goldstein,
          dated September 27, 2002

 10.3     Operating Agreement of Scottsdale Thompson Peak, LLC

 10.4     Stratford American Corporation 1998 Stock Incentive Plan

 10.5     Purchase and  Sale Agreement,  dated  August 30, 2004,  by and between
          Holualoa Arizona, Inc. and Scottsdale Thompson Peak, LLC

 31.1     Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

 31.2     Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

 31.3     Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002

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


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