US Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly period ended March 31, 2005.

                        Commission File Number 000-50764



                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
                  --------------------------------------------
                 (Name of small business issuer in its charter)




                Colorado                                   20-0003432
     ------------------------------                     ---------------
    (State or other jurisdiction of                     (IRS Employer
     incorporation or organization)                    Identification No.)




              1440 Blake Street, Suite 330, Denver, Colorado 80202
              ----------------------------------------------------
                    (Address of principal executive offices)



                  Registrant's telephone number: (303) 893-1003
                                                 --------------


     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 [ ]

     As of April 1, 2005, registrant had outstanding 16,036,625 shares of the
registrant's common stock, and the aggregate market value of such shares held by
non-affiliates of the registrant (based upon the closing bid price of such
shares as listed on the Pink Sheets on April 11, 2005) was approximately
$4,807,181.

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

<PAGE>

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheet March 31, 2005 (Unaudited)....    3

        Condensed Consolidated Statements of Operations (Unaudited)........    4

        Condensed Consolidated Statements of Cash Flows (Unaudited)........    5

Item 2. Management's Discussion and Analysis and Plan of Operation.........   11

Item 3. Controls and Procedures............................................   13

PART II.OTHER INFORMATION

Item 1. Legal Proceedings..................................................   13

Item 2. Changes in Securities..............................................   13

Item 3. Defaults Upon Senior Securities....................................   14

Item 4. Submission of Matters to a Vote of Security Holders................   14

Item 5. Other Information..................................................   14

Item 6. Exhibits and Reports on Form 8-K...................................   14

        Signatures.........................................................   14

<PAGE>


PART I.  FINANCIAL INFORMATION

     All references to "us", "we", or "the Company" refer to ACROSS AMERICA REAL
ESTATE DEVELOPMENT CORP., and its subsidiaries.

ITEM 1.  FINANCIAL STATEMENTS


                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                 March 31, 2005

                                     Assets
Cash                                                                $   255,227
Restricted cash (Note 3)                                              1,603,850
Property and equipment, net of accumulated depreciation                   6,456
Construction in progress (Note 2)                                     5,091,878
Deposits                                                                  7,083
                                                                    -----------
                                                                    $ 6,964,494
                                                                    ===========

                      Liabilities and Shareholders' Equity
Liabilities:
    Accounts payable                                                $     7,335
    Accrued liabilities                                                  38,581
    Indebtedness to related party (Note 3)                            6,823,618
                                                                    -----------
                  Total liabilities                                   6,869,534
                                                                    -----------

Minority interests in consolidated subsidiaries (Note 5)                   --

Shareholders' equity:
    Preferred stock, $.10 par value; 1,000,000 shares authorized,
       -0- shares issued and outstanding                                   --
    Common stock, $.001 par value; 50,000,000 shares authorized,
       16,036,625 shares issued and outstanding                          16,037
    Additional paid-in capital                                          161,938
    Retained earnings                                                   (83,015)
                                                                    -----------
                  Total shareholders' equity                             94,960
                                                                    -----------

                                                                    $ 6,964,494
                                                                    ===========

      See accompanying notes to condensed consolidated financial statements

                                        3
<PAGE>

                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                        Three Months Ended
                                                            March 31,
                                                 ----------------------------
                                                     2005            2004
                                                 ------------    ------------

Operating expenses:
    Selling, general and administrative          $     80,382    $     22,641
    Rent, related party (Note 3)                         --               750
                                                 ------------    ------------
             Total operating expenses                  80,382          23,391
                                                 ------------    ------------
             Income/(loss) from operations            (80,382)        (23,391)

Non-operating income:
    Interest income                                      --               223
    Interest expense                                   (8,186)           --
                                                 ------------    ------------
             Income/(loss) before income taxes
                and minority interest                 (88,568)        (23,168)

Income tax provision (Note 4)                            --              --
                                                 ------------    ------------
             Income/(loss) before
                minority interest                     (88,568)        (23,168)

Minority interest in loss of
    consolidated subsidiaries (Note 5)                  1,915            --
                                                 ------------    ------------

                    Net income/(loss)            $    (86,653)   $    (23,168)
                                                 ============    ============

Basic and diluted income/(loss) per share        $      (0.01)   $      (0.00)
                                                 ------------    ------------

Basic and diluted weighted average common
    shares outstanding                             16,036,625      16,036,625
                                                 ============    ============


      See accompanying notes to condensed consolidated financial statements

                                        4
<PAGE>

                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                        2005            2004
                                                     -----------    -----------
                      Net cash provided by (used in)
                         operating activities        $    68,107    $   (23,825)
                                                     -----------    -----------

Cash flows from investing activities:
    Payments for deposits                                 (5,000)          --
    Restricted cash held in escrow                    (1,603,850)          --
    Payments for construction in progress             (2,229,460)          --
                                                     -----------    -----------
                      Net cash used in
                         investing activities         (3,838,310)          --
                                                     -----------    -----------

Cash flows from financing activities:
    Proceeds from related party loans (Note 3)         3,498,040           --
                                                     -----------    -----------
                      Net cash provided by
                         financing activities          3,498,040           --
                                                     -----------    -----------

                         Net change in cash             (272,163)       (23,825

Cash, beginning of period                                527,390        160,177
                                                     -----------    -----------

Cash, end of period                                  $   255,227    $   136,352
                                                     ===========    ===========

Supplemental disclosure of cash flow information:
    Income taxes\                                    $     1,000    $      --
                                                     ===========    ===========
      Interest                                       $      --      $      --
                                                     ===========    ===========


      See accompanying notes to condensed consolidated financial statements

                                        5
<PAGE>

                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(1)  Nature of Business and Presentation

Basis of Presentation

The interim financial statements presented herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. The
interim financial statements should be read in conjunction with Across America
Real Estate Development Corp.'s ("AARD" or the "Company") annual financial
statements for the year ended December 31, 2004, notes and accounting policies
thereto included in the Company's Form 10-KSB as filed with the SEC.

The accompanying condensed consolidated financial statements include the
accounts of Across America Real Estate Development Corp. and the following
subsidiaries:
                                                               Percentage
      Name of Subsidiary                                        Ownership
      ------------------                                        ---------
      CCI Southest, LLC ("CCISE")                                100.00%
      Cross Country Properties II, LLC ("CCPII")                 80.00%
      Cross Country Properties III, LLC ("CCPIII")               50.00%
      AARD-Belle Creek, LLC (Belle Creek")                       100.00%
      CCI Corona, LLC ("CCI Corona")                             100.00%
      L-S Corona Pointe, LLC ("L-S Corona")                      50.01%
      Riverdale Carwash Lot 3A, LLC ("Riverdale")                50.10%
      Eagle Palm I, LLC ("Eagle")                                100.00%
      AARD-Greeley-Lot 3, LLC ("Greeley")                        100.00%
      AARD-Charmar-Olive Branch, LLC ("Olive Branch")            51.00%
      AARD-Cypress Sound, LLC ("Cypress Sound")                  51.00%
      AARD-TSD-CSK Firestone, LLC ("Firestone")                  51.00%

All significant intercompany accounts and transactions have been eliminated in
consolidation.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim periods presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Nature of Business

The Company is a co-developer, principally as a financier, for built-to-suit
real estate development projects for retailers who sign long-term leases for use
of the property. The Company creates each project such that it will generate
income from the placement of the construction loan, rental income during the
period in which the property is held, and the capital appreciation of the
facility upon sale. Affiliates, subsidiaries and management of the Company will
develop the construction and permanent financing for the benefit of the Company.

                                        6
<PAGE>


                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(2)  Real Estate Development Projects

L-S Corona Pointe LLC

On November 10, 2004, the Company (through its wholly-owned subsidiary, CCI
Corona) entered into an arrangement with Charmar Property Acquisitions, Inc.
("Charmar"), an unaffiliated builder and developer of commercial property. The
Company and Charmar intend to develop a restaurant located in Corona,
California. The parties have formed a limited liability company for the
development of the identified property. The name of the limited liability
company is L-S Corona Pointe, LLC ("L-S Corona"). Charmar owns 49.99% of the LLC
and CCI Corona owns 50.01% of the LLC. The parties will allocate the profits
from the proceeds of the sale of the project after all development and
construction costs and interest and fee expenses are paid and settled. The
Company will receive the first $171,400 of profit; Charmar will receive the next
$80,000 of profit; then the entities will divide the remainder based upon a
50/50 profit split.

The Company arranged a construction loan from GDBA to fund the construction of
the restaurant. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of March 31, 2005, L-S Corona has received construction
loan proceeds of $1,811,741 and has disbursed $1,751,235 for the development of
the restaurant project. Accrued interest on the loan totaled $60,253 at March
31, 2005. The total balance incurred on the project of $1,811,488 has been
capitalized as construction in progress in the accompanying condensed
consolidated financial statements.

Riverdale Carwash Lot 3A, LLC

On October 1, 2004, the Company entered into an arrangement with S&O
Development, LLC ("S&O"), an unaffiliated builder and developer of commercial
property. The Company and S&O intend to develop an express tunnel carwash
located in Littleton, Colorado at an estimated cost of $1,850,000. The parties
have formed a limited liability company for the development of the identified
property. The name of the limited liability company is Riverdale Carwash Lot3A,
LLC ("Riverdale"). S&O owns 49.9% of the LLC and AARD owns 50.1% of the LLC. The
parties will allocate the profits from the proceeds of the sale of the project
after all development and construction costs and interest and fee expenses are
paid and settled. The Company will receive the first $60,000 of profit; S&O will
receive the next $60,000 of profit; then the entities will divide the remainder
based upon a 50/50 profit split.

The Company arranged a construction loan from GDBA to fund the construction of
the carwash. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of March 31, 2005, Riverdale has received and disbursed
construction loan proceeds of $1,635,526 for the development of the carwash
project. Accrued interest on the loan totaled $48,036 at March 31, 2005. The
total balance incurred on the project of $1,683,561 has been capitalized as
construction in progress in the accompanying consolidated financial statements.

On November 17, 2004, Riverdale signed a Purchase and Sale Agreement (the
"Agreement") with Eagle Palm I, LLC ("Eagle"), a company wholly-owned by AARD.
The Agreement was prepared as an assurance to S&O. The Agreement calls for Eagle
to purchase the completed project no later than July 13, 2005. Because the
Agreement is with a wholly-owned subsidiary, the project has been accounted for
consistent with the Company's other projects that have no Purchase and Sale
Agreement during development.

                                        7
<PAGE>

                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


Belle Creek, LLC

On February 8, 2005, the Company (through its wholly-owned subsidiary, Belle
Creek) entered into an arrangement with Mercury Car Wash, Inc. ("Mercury"), an
affiliated builder and developer of automated car washes. The Company intends to
develop a tunnel car wash located in Commerce City, Colorado. All profits will
be allocated to the Company from the proceeds of the sale of the project after
all development and construction costs and interest and fee expenses are paid
and settled.

The Company arranged a construction loan from GDBA to fund the construction of
the car wash. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of March 31, 2005, Belle Creek has received construction
loan proceeds of $798,651 and has disbursed $798,507 for the development of the
car wash project. Accrued interest on the loan totaled $12,529 at March 31,
2005. The total balance incurred on the project of $811,036 has been capitalized
as construction in progress in the accompanying condensed consolidated financial
statements.

Charmar - Olive Branch, LLC

On March 7, 2005, the Company entered into an arrangement with Charmar Property
Acquisitions, Inc. ("Charmar"), an unaffiliated builder and developer of
commercial property. The Company and Charmar intend to develop an IHOP
restaurant located in Olive Branch, Mississippi. The parties have formed a
limited liability company for the development of the identified property. The
name of the limited liability company is AARD-Charmar-Olive Branch, LLC ("Olive
Branch"). Charmar owns 49% of the LLC and AARD owns 51% of the LLC. The parties
will allocate the profits from the proceeds of the sale of the project evenly,
after all development and construction costs and interest and fee expenses are
paid and settled.

The Company arranged a construction loan from GDBA to fund the construction of
the restaurant. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of March 31, 2005, Olive Branch has received construction
loan proceeds of $804,546 and has disbursed $779,262 for the development of the
restaurant. Accrued interest on the loan totaled $6,530 at March 31, 2005. The
total balance incurred on the project of $785,792 has been capitalized as
construction in progress in the accompanying condensed consolidated financial
statements.

(3)  Related Party Transactions

Office Lease

The Company signed a noncancellable operating lease to rent office space from
GDBA, its majority shareholder. The term of the lease commenced June 1, 2003 and
expired December 31, 2004. Payments required under the operating lease were $250
per month. As of March 31, 2005, the Company owed the shareholder $4,750 for
unpaid lease payments. This balance is included in the accompanying consolidated
financial statements as "Indebtedness to related party".

The Company acquired its own office space subject to a noncancellable office
lease agreement with an unrelated third party, signed on December 6, 2004.

Agreement to Fund

On November 26, 2004, AARD and GDBA entered into a three-year "Agreement to
Fund" the Company's real estate projects. Under the agreement, the Company may
borrow up to $7,000,000 for its real estate projects. Each loan is secured only
by the properties against which the loans are made. The Company has not provided
any loan guarantees. The interest rate on the loans and other terms are
negotiated with each loan transaction based on the then current market rates.
GDBA has also agreed, if necessary, to assist the Company with obtaining
additional capital over and above the $7,000,000, up to an additional maximum
amount of $18,000,000 from an institutional lender of construction financing by
co-signing on the Company's behalf. This additional amount would be available
for the three years of the agreement and after depletion of the original
$7,000,000 under the Agreement to Fund. As of March 31, 2005, the Company owed
GDBA a total of $6,687,332 for the following projects:

                                        8
<PAGE>


                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
<TABLE>
<CAPTION>

                                   Outstanding                            Outstanding
                                   Debt at                                Debt at
                                   December 31,                           March 31,
Project                            2004         Proceeds     Repayments   2005
--------------------------------   ----------   ----------   ----------   ----------
<S>                                <C>          <C>          <C>          <C>
L-S Corona Pointe ..............   $1,693,841   $  117,900   $     --     $1,811,741
Riverdale Carwash Lot 3A .......    1,305,451      330,075         --      1,635,526
Belle Creek ....................       25,000      773,651         --        798,651
Olive Branch ...................         --        804,546         --        804,546
Cypress Sound ..................         --      1,318,750         --      1,318,750
Funds to support future projects      165,000      153,118         --        318,118
                                   ----------   ----------   ----------   ----------
                                   $3,189,292   $3,498,040   $     --     $6,687,332
                                   ==========   ===========  ==========   ==========
</TABLE>


Accrued interest payable on the debt totaled $136,285 at March 31, 2005.

Restricted Cash - Escrow Development Deposits

During the three months ended March 31, 2005, the Company loaned its
subsidiaries $1,603,850 to be placed in escrow for potential development
projects, of which $1,318,750 was loaned to Cypress Sound. Cypress Sound intends
to develop and construct a six unit, three-story condominium project located in
Orlando, Florida. The Company loans the funds to the subsidiaries at an interest
rate of 12 percent. Interest income earned and interest expense incurred between
the Company and its subsidiaries are eliminated in consolidation.

(4)  Income Taxes

A reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:

                                                      Three Months
                                                      Ended
                                                      March 31,
                                                      2005
                                                      --------
      U.S. Federal statutory graduated rate........     19.16%
      State income tax rate,
        net of federal benefit ....................      3.74%
      Net operating loss for which no tax
        benefit is currently available ............    -22.90%
                                                      --------
                                                        0.00%
                                                      ========

At March 31, 2005, deferred tax assets consisted of a net tax asset of $19,012,
due to operating loss carryforwards of $79,171 which was fully allowed for, in
the valuation allowance of $19,012. The valuation allowance offsets the net
deferred tax asset for which there is no assurance of recovery. The change in
the valuation allowance for the three months ended March 31, 2005 totaled
$19,012. The current tax benefit also totaled $19,012 for the three months ended
March 31, 2005. The net operating loss carryforward expires through the year
2025.

                                        9
<PAGE>


                  ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.

(5)  Minority Interests in Consolidated Subsidiaries

Following is a summary of the minority interests in the equity of the Company's
subsidiaries. The Company establishes a subsidiary for each real estate project.
Ownership in the subsidiaries is allocated between the Company and the
co-developer/contractor.
<TABLE>
<CAPTION>

                                             Real Estate Projects
                            ------------------------------------------------------
                            L-S Corona      Riverdale        Sound        Firestone        Total
                              --------       -------        -------        -------        -------
<S>                           <C>            <C>            <C>            <C>            <C>
Minority Interest balance,
   January 1, 2005 ........   $  --          $  --          $  --          $  --          $  --
Earnings(loss) allocated to
   Minority Interest ......       (54)             7         (1,699)          (169)        (1,915)
Earnings(loss) disbursed to
   Minority Interest ......        54             (7)         1,699            169          1,915
                              --------       -------        -------        -------        -------
Minority Interest balance,
   March 31, 2005 .........   $  --          $  --          $  --          $  --          $  --
                              ========       ========       =======        =======        =======
</TABLE>

(6)  Concentration of Credit Risk for Cash

The Company has concentrated its credit risk for cash by maintaining deposits in
financial institutions, which may at times exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
("FDIC"). The loss that would have resulted from that risk totaled $115,947 at
March 31, 2005, for the excess of the deposit liabilities reported by the
financial institution over the amount that would have been covered by FDIC. The
Company has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk to cash.

(7)  Subsequent Events

On November 26, 2004, the Company and GDBA entered into a three year agreement
to fund real estate projects. On April 28, 2005, the parties amended this
agreement to increase the Company's ability to borrow for projects from a
maximum of $7,000,000 to a maximum of $7,500,000. Each loan will be secured only
by the properties against which the loans are made. The Company will not provide
any loan guarantees. All other terms of the amended agreement will be the same
as the original Agreement to fund.

On April 25, 2005, the Company received a $10 million financing commitment under
a Credit Agreement from Vectra Bank of Colorado ("Vectra Bank"). This commitment
will permit the Company to fund construction notes for build-to-suit real estate
projects for national and regional chain retailers. The financing will be
through a series of promissory notes. Each note will be issued for individual
projects under the facility and must be underwritten and approved by Vectra Bank
and will have a term of 12 months with one allowable extension not to exceed 6
months, subject to approval. Interest will be funded from an interest reserve
established with each construction loan. Each Loan shall be for an amount,
determined by Vectra Bank, not to exceed the lesser of 75% of the appraised
value of the Real Property under the Approved Appraisal for the Project or 75%
of the Project Costs. The Company must provide the remaining costs. Principal on
each note is due at maturity, with no prepayment penalty. Vectra Bank will
retain a First Deed of Trust on each property financed and have the personal
guarantees of GDBA and its owners.

                                       10
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

     The following discussion of our financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by, the consolidated financial statements and notes thereto included in Item 1
in this Quarterly Report on Form 10-QSB. This item contains forward-looking
statements that involve risks and uncertainties. Actual results may differ
materially from those indicated in such forward-looking statements.

Forward-Looking Statements

     This Quarterly Report on Form 10-QSB and the documents incorporated herein
by reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates, and
projections about our industry, management beliefs, and certain assumptions made
by our management. Words such as "anticipates," expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However, readers should
carefully review the risk factors set forth in other reports and documents that
we file from time to time with the Securities and Exchange Commission,
particularly the Report on Form 10-SB, and future Annual Reports on Form 10-KSB
and any Current Reports on Form 8-K.

Overview and History

     ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP. was incorporated under the
laws of the State of Colorado on April 22, 2003.

     In 2003, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under an exemption from the
federal securities laws. We raised a total of $34,325 in this offering.

     Our principal business address is 1440 Blake Street, Suite 330, Denver,
Colorado 80202. We are in the business of financing and developing built-to-suit
real estate projects for specific retailers who sign long-term leases for use of
the property. We create each project such that it will generate income from the
placement of the construction loan, rental income during the period in which the
property is held, and capital appreciation upon sale of the facility. Our
affiliates, subsidiaries and management develop the construction and permanent
financing for our benefit.

     We have not been subject to any bankruptcy, receivership or similar
proceeding.

Results of Operations

     We had no operating revenues for the three months ended March 31, 2005 or
March 31, 2004. However, we have had revenues in the past. When we do have
revenues, the principal source of our revenues are the sales of real estate
projects.

     Our total operating expenses for the three months ended March 31, 2005 were
$80,382. Our total operating expenses for the three months ended March 31, 2004
were $23,391. The major components of operating expenses are cost of sales,
salaries, payroll taxes and professional fees. Operating expenses include all
direct costs incurred in our operations. The difference between our gross
revenues and total operating expenses is our income (loss) before income taxes.

                                       11
<PAGE>


     We had a net loss of $88,568 for the three months ended March 31, 2005,
compared to a net loss of $23,168 for the three months ended March 31, 2004. Our
basic and diluted loss per share was $0.01 for the three months ended March 31,
2005, compared to $0.00 for the three months ended March 31, 2004.

     We closed our first transaction in June, 2004 and our second transaction in
August, 2004. We closed no transactions for the months ended March 31, 2005.
However, we have several ongoing projects which we believe will close in the
next few months. Our current projects consist of L-S Corona Point, LLC, a
restaurant development; Riverdale Carwash Lot 3A, LLC, a car wash; Belle Creek,
LLC, a car wash, Charmar-Olive Branch, LLC, a restaurant development, and
Cypress Sound LLC I, a condominium project.

     We are actively seeking additional projects but cannot guarantee that these
activities may result in additional revenues.

Liquidity and Capital Resources

     Cash at March 31, 2005 was $225,227, compared to $160,177 at March 31,
2004.

     Our net cash provided by operating activities was $68,107 for the three
months ended March 31, 2005, compared to $23,825 used by operating activities
for the three months ended March 31, 2004.

     Our net cash used in investing activities was $3,838,310 for the three
months ended March 31, 2005 compared to no funds used in investing activities
for the three months ended March 31, 2004. The funds were all used in our
pending real estate projects.

     Our net cash provided by financing activities was $3,498,040 for the three
months ended March 31, 2005 compared to no funds used in financing activities
for the three months ended March 31, 2004. The financing funds all came from our
credit lines and were used in our pending real estate projects.

     On November 26, 2004, we entered into a three year agreement with GDBA to
fund real estate projects. On April 28, 2005, the parties amended this agreement
to increase our ability to borrow for projects from a maximum of $7,000,000 to a
maximum of $7,500,000. Each loan will be secured only by the properties against
which the loans are made. We will not provide any loan guarantees. All other
terms of the amended agreement will be the same as the original Agreement to
fund.

     On April 25, 2005, we received a $10 million financing commitment under a
Credit Agreement from Vectra Bank. This commitment will permit us to fund
construction notes for build-to-suit real estate projects for national and
regional chain retailers. The financing will be through a series of promissory
notes. Each note will be issued for individual projects under the facility and
must be underwritten and approved by Vectra Bank and will have a term of 12
months with one allowable extension not to exceed 6 months, subject to approval.
Interest will be funded from an interest reserve established with each
construction loan. Each Loan shall be for an amount, determined by Vectra Bank,
not to exceed the lesser of 75% of the appraised value of the Real Property
under the Approved Appraisal for the Project or 75% of the Project Costs. We
must provide the remaining costs. Principal on each note is due at maturity,
with no prepayment penalty. Vectra Bank will retain a First Deed of Trust on
each property financed and have the personal guarantees of GDBA and its owners.

     We have been profitable in the past but where not profitable in the last
fiscal quarter. Our primary activity will be to develop a revenue stream through
various real estate projects. If we succeed in this effort and generate
sufficient revenues, we can become profitable again but we cannot guarantee it.

     We do not intend to pay dividends in the foreseeable future. Otherwise, we
have made no current capital or purchase commitments.

Recently Issued Accounting Pronouncements

     We do not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on our net results of operations,
financial position, or cash flows.

Seasonality

     We do not expect our revenues to be impacted by seasonal demands for our
products or services.

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<PAGE>


Critical Accounting Policies

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires us to make a number of estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Such estimates and
assumptions affect the reported amounts of revenues and expenses during the
reporting period. On an ongoing basis, we evaluate estimates and assumptions
based upon historical experience and various other factors and circumstances. We
believe our estimates and assumptions are reasonable in the circumstances;
however, actual results may differ from these estimates under different future
conditions.

     We believe that the estimates and assumptions that are most important to
the portrayal of our financial condition and results of operations, in that they
require our most difficult, subjective or complex judgments, form the basis for
the accounting policies deemed to be most critical to us. These critical
accounting policies relate to bad debts, impairment of intangible assets and
long lived assets, contractual adjustments to revenue, and contingencies and
litigation. We believe estimates and assumptions related to these critical
accounting policies are appropriate under the circumstances; however, should
future events or occurrences result in unanticipated consequences, there could
be a material impact on our future financial conditions or results of
operations.

ITEM 3. CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this report, our Chief Executive
Officer and our Chief Financial Officer evaluated the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to Rule
13a-15b under the Securities Exchange Act of 1934. Based on their review of our
disclosure controls and procedures, they have concluded that our disclosure
controls and procedures are effective in timely alerting each of them to
material information relating to us that is required to be included in our
periodic SEC filings. Further, there were no significant changes in the internal
controls or in other factors that could significantly affect these disclosure
controls after the evaluation date and the date of this report. Nor were there
any significant deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions. As a result, no corrective actions
were taken.

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     There are no legal proceedings, to which we are a party, which could have a
material adverse effect on our business, financial condition or operating
results.

ITEM 2. CHANGES IN SECURITIES

         None.
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<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5. OTHER INFORMATION

         Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------

31.1 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 2002

32.2 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
-------------------
We filed the following reports on Form 8-K during the fiscal quarter: February
18, 2005, relating to the closing of the land purchase of the Belle Creek
property; and March 11, 2005, relating to the development of an International
House of Pancakes Project.


                                   SIGNATURES

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


                                   ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP.



Dated: MAY 16, 2005                 By:     /s/  Alexander V. Lagerborg
      ------------------                    ------------------------------------
                                            Alexander V. Lagerborg
                                            President, Chief Executive Officer,
                                            and Director


Dated: MAY 16, 2005                 By:       /s/  Joni K. Troska
       -----------------                     -----------------------------------
                                             Joni K. Troska
                                             Treasurer, Chief Financial Officer



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