##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly period endedJune 30, 2007
 Commission File No. 000-50764
 Across America Real Estate Corp.
  Colorado
    
    20-0003432(State or other jurisdiction 
of incorporation)
    
    (IRS Employer File Number)700 17th Street, Suite 1200
Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (zip code)
  (Registrants telephone number, including area code)
 þ o
 o þ
  o þ




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##### 



FORM 10-QSB
Across America Real Estate Corp.
 TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements for the period ended June 30, 2007Consolidated Balance Sheet(Unaudited)
    
    3Consolidated Statements of Operations (Unaudited)
    
    4Consolidated Statements of Cash Flows (Unaudited)
    
    5Notes
to Consolidated Financial Statements (Unaudited)
    
    6Item 2. Managements Discussion and Analysis and Plan of Operation
    
    19Item 3. Controls and Procedures
    
    31PART II OTHER INFORMATION
    
    32Item 1. Legal Proceedings
    
    32Item 2. Changes in Securities
    
    32Item 3. Defaults Upon Senior Securities
    
    32Item 4. Submission of Matters to a Vote of Security Holders
    
    32Item 5. Other Information
    
    32Item 6. Exhibits and Reports on Form 8-K
    
    33Signatures
    
    34Exhibit 10.18Exhibit 10.19Exhibit 10.20Exhibit 10.21Exhibit 10.22Exhibit 10.23Exhibit 10.24Exhibit 10.25Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  
    2




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##### Table of Contents



AssetsCash and Equivalents
    
    $
    1,609,850Deposits held by an affiliate
    
    
    759,993Accounts Receivable, net
    
    
    75,474Property and equipment, net
of accumulated depreciation (note 6)
    
    
    129,470Real estate held for sale (note 3)
    
    
    4,112,002Construction in progress
    
    
    3,304,348Land held for development
    
    
    11,015,587Deferred tax asset (note 8)
    
    
    1,037,698Current tax asset (note 8)
    
    
    418,585Deposits and prepaids
    
    
    53,620Total assets
    
    $
    22,516,627Liabilities and Shareholders EquityLiabilitiesAccounts payable
    
    $
    127,490Accrued liabilities
    
    
    87,453Dividends payable
    
    
    77,338Income tax liability
    
    
    6,585Senior subordinated note payable, related parties (note 4)
    
    
    7,463,983Senior subordinated revolving note, related parties (note 4)
    
    
    7,850,000Note payable (note 12)
    
    
    3,512,889Capital lease obligations (note 13)
    
    
    11,781Unearned Revenue
    
    
    137,668Total liabilities
    
    
    19,275,187Shareholders equityNoncontrolling interest (note 9)
    
    
    (56,805
    )Convertible preferred stock, $.10 par value; 1,000,000 shares authorized,
517,000 shares issued and outstanding
    
    
    51,700Common stock, $.001 par value; 50,000,000 shares authorized,
16,036,625 shares issued and outstanding
    
    
    16,037Additional paid-in-capital
    
    
    6,381,905Retained earnings
    
    
    (3,151,397
    )Total shareholders equity
    
    
    3,241,440Total liabilities and shareholders equity
    
    $
    22,516,627
   3




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Sales
    
    $
    4,924,336
    
    
    $
    
    
    
    $
    4,924,336
    
    
    $
    1,723,000Financing Activities
    
    
    48,173
    
    
    
    
    
    
    
    48,173
    
    
    
    Rental income
    
    
    15,875
    
    
    
    143,917
    
    
    
    52,204
    
    
    
    268,995Management fees
    
    
    22,943
    
    
    
    
    
    
    
    214,598
    
    
    
    27,000Total revenue
    
    
    5,011,327
    
    
    
    143,917
    
    
    
    5,239,311
    
    
    
    2,018,995Operating expenses:Cost of Sales
    
    
    4,645,324
    
    
    
    
    
    
    
    4,645,324
    
    
    
    1,462,852Impairment loss on real estate (note 15)
    
    
    1,939,513
    
    
    
    
    
    
    
    1,939,513
    
    
    
    Selling, general and administrative (note 16)
    
    
    1,081,704
    
    
    
    348,639
    
    
    
    1,907,906
    
    
    
    630,100Total Operating expenses
    
    
    7,666,541
    
    
    
    348,639
    
    
    
    8,492,743
    
    
    
    2,092,952Loss from operations
    
    
    (2,655,214
    )
    
    
    (204,722
    )
    
    
    (3,253,432
    )
    
    
    (73,957
    )Non-operating expense:Interest Income
    
    
    
    
    
    
    
    
    
    
    385
    
    
    
    Interest Expense
    
    
    (155,584
    )
    
    
    (142,568
    )
    
    
    (175,317
    )
    
    
    (236,280
    )Other Income (Expense)
    
    
    1,128
    
    
    
    
    
    
    
    (1,061
    )
    
    
    Loss before income taxes
and noncontrolling interest
    
    
    (2,809,670
    )
    
    
    (347,290
    )
    
    
    (3,429,425
    )
    
    
    (310,237
    )Income tax provision
    
    
    (953,865
    )
    
    
    123,367
    
    
    
    (1,166,600
    )
    
    
    142,398Loss before noncontrolling interest
    
    
    (1,855,805
    )
    
    
    (223,923
    )
    
    
    (2,262,825
    )
    
    
    (167,839
    )Noncontrolling interest in income of
consolidated subsidiaries
    
    
    67,304
    
    
    
    (10,611
    )
    
    
    73,751
    
    
    
    89,490Net loss
    
    $
    (1,923,108
    )
    
    $
    (213,312
    )
    
    $
    (2,336,575
    )
    
    $
    (257,329
    )Other comprehensive incomePreferred stock dividends declared
    
    
    77,338
    
    
    
    
    
    
    
    153,826
    
    
    
    Comprehensive loss applicable to common
    
    $
    (2,000,446
    )
    
    $
    (213,312
    )
    
    $
    (2,490,401
    )
    
    $
    (257,329
    )Basic and diluted loss per common share
    
    $
    (0.12
    )
    
    $
    (0.01
    )
    
    $
    (0.16
    )
    
    $
    (0.02
    )Basic and diluted weighted average common shares outstanding
    
    
    16,036,625
    
    
    
    16,036,625
    
    
    
    16,036,625
    
    
    
    16,036,625
   4




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##### Table of Contents



Six Months EndedJune 30,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (2,336,575
    )
    
    $
    (257,329
    )Adjustments to reconcile net income to net cash used by operating activities:Depreciation (note 6)
    
    
    14,151
    
    
    
    3,613Impairment of Assets
    
    
    1,939,513
    
    
    
    Allowance for Bad Debt
    
    
    215,953
    
    
    
    Stock option compensation expense (note 7)
    
    
    68,144
    
    
    
    Changes in operating assets and operating liabilities:Construction in progress (note 2)
    
    
    (1,038,805
    )
    
    
    (545,342
    )Real estate held for sale (note 3)
    
    
    (1,332,260
    )
    
    
    168,810Land held for development (note 2)
    
    
    (1,137,892
    )
    
    
    (953,977
    )Accounts receivable
    
    
    (43,644
    )
    
    
    (31,416
    )Prepaids and Deposits
    
    
    12,710
    
    
    
    Accounts payable and accrued liabilities
    
    
    (93,412
    )
    
    
    (131,872
    )Income tax assets and liabilities (note 8)
    
    
    (1,160,015
    )
    
    
    (165,440
    )Unearned revenue
    
    
    
    
    
    
    128,183Indebtedness
to related party (note 4)
    
    
    4,480,569
    
    
    
    1,876,641Net cash (used in) operating activities
    
    
    (411,564
    )
    
    
    91,871Cash flows from investing activities:Payment of deposits
    
    
    (399,622
    )
    
    
    (45,270
    )Proceeds from repayment of notes recievable
    
    
    
    
    
    
    10,000Issuance of notes recievable
    
    
    
    
    
    
    (80,318
    )Payments for property and equipment (note 6)
    
    
    (57,068
    )
    
    
    (3,942
    )Net cash (used in) provided by investing activities
    
    
    (456,690
    )
    
    
    (119,530
    )Cash flows from financing activities:Preferred stock dividends paid
    
    
    (156,375
    )
    
    
    Distributions received from members
    
    
    
    
    
    
    37,132Proceeds from note payable (note 12 and 14)
    
    
    1,541,076
    
    
    
    746,294Repayment of note payable
    
    
    
    
    
    
    (929,403
    )Repayment of lease obligation (note 13)
    
    
    (4,038
    )
    
    
    (805
    )Net cash provided by financing activities
    
    
    1,380,663
    
    
    
    (146,782
    )Net change in cash
    
    
    512,410
    
    
    
    (174,441
    )Cash and cash equivalents, beginning of the period
    
    
    1,097,440
    
    
    
    291,177Cash and cash equivalents, end of the period
    
    $
    1,609,850
    
    
    $
    116,736Supplemental disclosure of cash flow information:Cash paid during the year for:Income taxes
    
    $
    
    
    
    $
    27,921Interest
    
    $
    634,445
    
    
    $
    225,181Supplemental disclosure of non-cash investing and financing activitiesDividends Declared
    
    $
    (153,826
    )
    
    $
    
   5




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##### Table of Contents



1) Nature of Organization and Summary of Significant Accounting Policies
 Organization and Basis of Presentation
  Principles of Consolidation
  Name of Subsidiary Ownership
 Name of Subsidiary
    
    OwnershipCCI Southeast, LLC (CCISE)
    
    
    100.00
    %Riverdale Carwash Lot 3A, LLC (Riverdale)
    
    
    100.00
    %AARD-Cypress Sound, LLC (Cypress Sound)
    
    
    51.00
    %AARD-TSD-CSK Firestone, LLC (Firestone)
    
    
    51.00
    %South Glen Eagles Drive, LLC (West Valley)
    
    
    51.00
    %119th and Ridgeview, LLC (Ridgeview)
    
    
    51.00
    %53rd and Baseline, LLC (Baseline)
    
    
    51.00
    %Hwy 278 and Hwy 170, LLC (Bluffton)
    
    
    51.00
    %State and 130th, LLC (American Fork)
    
    
    51.00
    %Clinton Keith and Hidden Springs, LLC (Murietta)
    
    
    51.00
    %Hwy 46 and Bluffton Pkwy, LLC (Bluffton 46)
    
    
    51.00
    %AARD Bader Family Dollar Flat Shoals, LLC (Flat Shoals)
    
    
    51.00
    %AARD Westminster OP7, LLC (Westminster OP7)
    
    
    51.00
    %Eagle Palm I, LLC (Eagle)
    
    
    51.00
    %AARD Econo Lube Stonegate, LLC (Econo Lube)
    
    
    51.00
    %AARD Bader Family Dollar MLK, LLC (MLK)
    
    
    51.00
    %AARD-Charmar Greeley, LLC (Starbucks)
    
    
    51.00
    %AARD-Charmar Greeley Firestone, LLC
    
    
    51.00
    %AARD 5020 Lloyd Expy, LLC (Evansville)
    
    
    51.00
    %AARD 2245 Main Street, LLC (Plainfield)
    
    
    51.00
    %AARD-Buckeye, LLC (Buckeye)
    
    
    51.00
    %AARD Esterra Mesa 1, LLC (Esterra Mesa 1)
    
    
    51.00
    %AARD Esterra Mesa 2, LLC (Esterra Mesa 2)
    
    
    51.00
    %AARD Esterra Mesa 3, LLC (Esterra Mesa 3)
    
    
    51.00
    %AARD Esterra Mesa 4, LLC (Esterra Mesa 4)
    
    
    51.00
    %AARD MDJ Goddard, LLC (Goddard)
    
    
    51.00
    %AARD Charmar Arlington Boston Pizza, LLC (Charmar Boston Pizza)
    
    
    51.00
    %L-S Corona Pointe, LLC (L-S Corona)
    
    
    50.01
    %AARD NOLA St Claude LLC (NOLA)
    
    
    51.00
    %
  6




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##### Table of Contents



2) Current Development Projects
 Bader Family Dollar
  AARD Plainfield
  AARD Evansville
  AARD Greeley
  West Valley
  AARD Stonegate Econolube
   7




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##### Table of Contents



Buckeye
  AARD Charmar Arlington Boston Pizza
  AARD MDJ Goddard LLC
  AARD Esterra Mesa 1,2,3 & 4, LLCs
  AARD NOLA St. Claude
  (3) Real Estate Held for Sale
 AARD Plainfield
   8




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##### Table of Contents



Cypress Sound
  American Fork
  th
  Bluffton 278
  Bluffton 46
  (4) Related Party Transactions
 GDBA Investments, LLLP
   9




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##### Table of Contents



BOCO Investments, LLC
       10




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##### Table of Contents



Senior subordinated note
    
    GDBA Investments
    
    $
    3,731,991Senior subordinated note
    
    BOCA Investments
    
    
    3,731,991$
    7,463,983Senior subordinated revolving note
    
    GDBA Investments
    
    $
    3,575,000Senior subordinated revolving note
    
    BOCA Investments
    
    
    4,275,000Total Senior subordinated revolving note
    
    
    
    $
    7,850,000
 DB Marketing LTD
  (5) Notes Receivable and Development Deposits
   11




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##### Table of Contents



(6) Property and Equipment
  Equipment
    
    $
    23,049Furniture and fixtures
    
    
    17,396Computers and related equipment
    
    
    34,018Software and intangibles
    
    
    76,107Leasehold improvements
    
    
    $
    150,570less accumulated depreciation
    
    
    (21,100
    )$
    129,470
  (7) Shareholders Equity
 Preferred Stock
  Series A Convertible Preferred Stock
  Common Stock
  Stock Based Compensation
    Risk free interest rate
    
    
    4.61
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    62.69
    %Fair Value
    
    $
    0.94
   12




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##### Table of Contents



Risk free interest rate
    
    
    4.48
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %Fair Value
    
    $
    1.94
   Risk free interest rate
    
    
    4.54
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %Fair Value
    
    $
    1.34
    13




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    WeightedNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic
    
    
    Shares
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term
    
    
    Value
    
    
    Exercisable
    
    
    Price
    
    
    Term
    
    
    ValueBalance at December 31,
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Activity during 2006:Granted
    
    
    385,000
    
    
    
    1.65
    
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31,
2006
    
    
    385,000
    
    
    
    1.65
    
    
    
    4.9
    
    
    
    1,732,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Activity during 2007:Granted
    
    
    70,000
    
    
    
    2.08
    
    
    
    4.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, at June 30,
2007
    
    
    455,000
    
    
    
    1.72
    
    
    
    4.4
    
    
    
    447,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  14




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##### Table of Contents



(8) Income Taxes
   Current tax expense (benefit):Federal
    
    $
    (366,077
    )State
    
    
    (52,508
    )Total current tax expense (benefit)
    
    $
    (418,585
    )
  Deferred tax assets:Impairment of Asset
    
    $
    756,410Partnership income
    
    
    177,748Bad Debt
    
    
    84,221Depreciation
    
    
    19,320Total deferred tax assets
    
    $
    1,037,698
   Deferred tax expense (benefit):Federal
    
    $
    (652,116
    )State
    
    
    (95,899
    )Total net deferred tax expense
    
    $
    (748,015
    )Tax at US federal statutory rates
    
    $
    (366,076
    )State income taxes, net of federal
    
    
    (52,508
    )Change in beginning deferred balance
    
    
    (748,016
    )Total income tax benefit
    
    $
    (1,166,600
    )
  (9) Noncontrolling Interests
   15




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##### Table of Contents



Balance
    
    
    Earnings allocated to
    
    
    Earnings disbursed/accrued for
    
    
    BalanceMarch 31, 2007
    
    
    Noncontrolling Interest
    
    
    Noncontrolling Interest
    
    
    June 30, 2007Cypress
    
    $
    4,594
    
    
    $
    
    
    
    $
    
    
    
    $
    4,5942245 Main
    
    
    2,384
    
    
    
    (2,384
    )
    
    
    
    
    
    
    1Bluffton
    
    
    2,502
    
    
    
    
    
    
    
    
    
    
    
    2,502Bluffton 46
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60Laveen
    
    
    298
    
    
    
    
    
    
    
    
    
    
    
    298West Valley
    
    
    298
    
    
    
    
    
    
    
    
    
    
    
    298American Fork
    
    
    12,719
    
    
    
    
    
    
    
    
    
    
    
    12,719OP7
    
    
    (12,356
    )
    
    
    (66,553
    )
    
    
    
    
    
    
    (78,909
    )Buckeye
    
    
    
    
    
    
    1,633
    
    
    
    
    
    
    
    1,633Total
    
    $
    10,499
    
    
    $
    (67,304
    )
    
    $
    
    
    
    $
    (56,805
    )
 (10) Concentration of Credit Risk for Cash
  (11) Operating Lease Commitments
 Lessee
   December 31,2007
    
    $
    26,592
 (12) Notes Payable
 Vectra Bank Senior Credit Facility:
   16




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##### Table of Contents



United Western Bank Senior Credit Facility
    2007
    
    $
    436,7942008
    
    
    3,076,095$
    3,512,889
 (13) Capital Lease Obligations
    2007
    
    $
    4,3862008
    
    
    2,7722009
    
    
    2,7722010
    
    
    2,289$
    12,219less imputed interest
    
    
    438$
    11,781
  17




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##### Table of Contents



(14) Spin Off of Subsidiaries
  (15) Impairment of Assets
   
    
    $898,047 for Ridgeview which reflected the final disposition price of the property
    
    $127,494 for Bluffton 46 which reflected current market value for undeveloped land and
our cost to finance the property
    
    $316,544 for Bluffton which reflected current market value for undeveloped land and our
cost to finance the property
    
    $442,925 for West Valley which reflected cost to complete project and the current
market value for such properties
    
    $154,504 for American Fork which reflected current market value for similar properties.
 (16) Selling, General and Administrative Expense
   18




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##### Table of Contents



Quarter EndingExpense Type
    
    June 30, 2007
    
    
    June 30, 2006Payroll and related expenses
    
    $
    613,667
    
    
    $
    238,852Bad Debt Expense
    
    
    215,953
    
    
    
    Premise and Equipment
    
    
    23,726
    
    
    
    11,137Computer
    
    
    23,132
    
    
    
    1,676General Office
    
    
    20,401
    
    
    
    5,906Professional Fees
    
    
    108,407
    
    
    
    37,717Marketing
    
    
    28,319
    
    
    
    13,399Other
    
    
    48,099
    
    
    
    39,952Total Selling, General and Administrative
    
    $
    1,081,704
    
    
    $
    348,639
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
  Forward-Looking Statements
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
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations
to payments on our indebtedness if we do not maintain specified financial
ratios, thereby reducing the availability of our cash flow for other purposes;
or
    
    limit our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate, thereby placing us at a competitive
disadvantage compared to our competitors that may have less indebtedness.
    
    
    incur additional indebtedness;
    
    make capital expenditures and other investments above a certain level;
    
    merge, consolidate or dispose of our assets or the capital stock or assets of any subsidiary;
    
    pay dividends, make distributions or redeem capital stock in certain circumstances;
    
    enter into transactions with our affiliates;
    
    grant liens on our assets or the assets of our subsidiaries; and
    
    make or repay intercompany loans.
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*
    
    actual or anticipated fluctuations in our operating results;*
    
    changes in financial estimates by securities analysts or our failure to
perform in line with such estimates;*
    
    changes in market valuations of other real estate oriented companies,
particularly those that market services such as ours;*
    
    announcements by us or our competitors of significant innovations,
acquisitions, strategic partnerships, joint ventures or capital
commitments;*
    
    introduction of technologies or product enhancements that reduce the
need for our services;*
    
    the loss of one or more key customers; and*
    
    departures of key personnel.
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Results of Operations
     26




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Liquidity and Capital Resources
       Recently Issued Accounting Pronouncements
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Seasonality
  Critical Accounting Estimates
   
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10.18
    
    Amendment to Subordinated Note, BOCO, dated March 30, 200710.19
    
    Amendment to Subordinated Note, BOCO, dated August 10, 200710.20
    
    Amendment to Revolving Note, BOCO, dated March 30, 200710.21
    
    Amendment to Revolving Note, BOCO, dated August 10, 200710.22
    
    Amendment to Subordinated Note, GDBA, dated March 30, 200710.23
    
    Amendment to Subordinated Note, GDBA, dated August 10, 200710.24
    
    Amendment to Revolving Note, GDBA, dated March 30, 200710.25
    
    Amendment to Revolving Note, GDBA, dated August 10, 200721
    
    List of Subsidiaries31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 Reports on Form 8-K
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ACROSS AMERICA REAL ESTATE CORP.Dated: August 13, 2007
    By:
    /s/ Ann L. SchmittAnn L. SchmittPresident, Chief Executive
Officer,Dated: August 13, 2007
    By:
    /s/ James W Creamer IIIJames W Creamer IIITreasurer, Chief Financial Officer  34




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ExhibitNo.
    
    Description10.18
    
    Amendment to Subordinated Note, BOCO, dated March 30, 200710.19
    
    Amendment to Subordinated Note, BOCO, dated August 10, 200710.20
    
    Amendment to Revolving Note, BOCO, dated March 30, 200710.21
    
    Amendment to Revolving Note, BOCO, dated August 10, 200710.22
    
    Amendment to Subordinated Note, GDBA, dated March 30, 200710.23
    
    Amendment to Subordinated Note, GDBA, dated August 10, 200710.24
    
    Amendment to Revolving Note, GDBA, dated March 30, 200710.25
    
    Amendment to Revolving Note, GDBA, dated August 10, 200721
    
    List of Subsidiaries31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  35