**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 ended **June
                      30, 2006**
  
 Commission
                      File No.  **000-50764** ****
   
 **Across
                      America Real Estate Corp.**
 (Exact
                      Name of Small Business Issuer as specified in its charter)
    **Colorado**
                            **20-0003432**( State
                                or other jurisdiction
                            (IRS
                                Employer File Number)of
                                incorporation)
  1660
                        17thStreet,
                        Suite 450
 **Denver,
                        Colorado80202**
 (Address
                        of principal executive offices) (zip code)
   **(303)
                      893-1003**
 (Registrant's
                      telephone number, including area code)
 
 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 [ ]
 
 Indicate
                      by check mark whether the registrant is a shell company (as
                      defined in Rule
                      12b-2 of the Exchange Act) Yes [ ] **No [X]**
 
  As
                      of
                      August 7, 2006, 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 OTC Bulletin Board on August 7, 2006)
                      was approximately
                      $ 2,328,456.
   Transitional
                      Small Business Disclosure Format (check one): Yes [ ] **No
                      [X]**
  
  **FORM
                      10-QSB**
 **INDEX**
 
  
  Page
                                No.Item
                                1. Financial Statements:Consolidated
                                Balance Sheet - June 30, 2006
                            
                            4Consolidated
                                Statements of Operations -
                              Quarters
                                Ended
                                June 30, 2006 and 2005 and
                              SixMonths
                                ended June 30, 2006 and
                                2005
                            
                            5Consolidated
                                Statements of Cash Flows -
                              Six
                                Months Ended June 30, 2006 and 2005
                            
                            6Notes
                                to Condensed Consolidated Financial Statements
                            
                            7Item
                                2. Management's Discussion and Analysis or Plan of
                                Operations
                            
                            17Item
                                3. Controls and Procedures
                            
                            23PART
                                II: OTHER INFORMATIONItem
                                1.
                                Legal Proceedings
                            
                            24Item
                                2.
                                Unregistered Sales of Equity Securities and Use of
                                Proceeds
                            
                            24Item
                                3.
                                Defaults Upon Senior Securities
                            
                            16Item
                                4.
                                Submission of Matters to a Vote of Security Holders
                            
                            24Item
                                5.
                                Other Information
                            
                            24Item
                                6.
                                Exhibits
                            
                            24SIGNATURES
                            
                            25
   
 PART
                      I
                      FINANCIAL INFORMATION
 
 References
                      in this document to "us," "we," or "Company" refer to Across
                      America Real Estate
                      Corp. and its subsidiaries.
 
 ITEM
                      1.
                      FINANCIAL STATEMENTS
 3
  **Across
                                America Real Estate Corp**
                            ****
                            ****
                            ******Consolidated
                                Balance Sheet**
                            ****
                            ****
                            ******(Unaudited)**
                            ****
                            ****
                            ******June
                                30, 2006**AssetsCash
                            
                            $
                            116,736Restricted
                                cash
                            
                            
                            148,137Deposits
                                held by affiliates (Note 4)
                            
                            
                            560,478Accounts
                                Receivable:Related party (Note 2)
                            
                            
                            136,125Employee advance
                            
                            
                            916Property
                                and equipment, net of accumulated depreciation (Note
                                5)
                            
                            
                            29,518Real
                                estate held for sale (Note 2)
                            
                            
                            4,686,980Construction
                                in progress (Note 2)
                            
                            
                            1,713,157Land
                                held for development (Note 2)
                            
                            
                            5,948,395Current
                                tax asset (Note 7)
                            
                            
                            111,114Deferred
                                tax asset (Note 7)
                            
                            
                            4,708Deposits
                            
                            
                            64,129Total
                                assets
                            
                            
                            13,520,393Liabilities
                                and Shareholders' EquityLiabilitiesAccounts payable
                            
                            $
                            13,656Accrued liabilities
                            
                            
                            61,916Indebtedness to related party (Note 3)
                            
                            
                            10,292,121Note payable (Note 10)
                            
                            
                            2,968,490Capital lease obligation (Note 8)
                            
                            
                            11,448Security deposit
                            
                            
                            10,000Unearned revenue
                            
                            
                            128,183Total
                                liabilities
                            
                            
                            13,485,814Commitments
                                (Note 9)
                            
                            
                            -Shareholders'
                                equityNoncontrolling interest (Note 14)
                            
                            
                            3,292Preferred 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
                            
                            
                            16,037Additional paid-in-capital
                            
                            
                            161,938Retained earnings
                            
                            
                            (146,688
                            )Total
                                shareholders' equity
                            
                            
                            34,579Total
                                liabilities and shareholders' equity
                            
                            $
                            13,520,393
  See
                    accompanying notes to condensed consolidated financial statements
 4
 
   ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ******Across
                                  America Real Estate Corp**
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ******Consolidated
                                  Statements of Operations**
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ****
                              ******(Unaudited)**Three
                                  Months Ended
                              
                              Six
                                  Months EndedJune
                                  30,
                              
                              June
                                  30,2006
                              
                              2005
                              
                              2006
                              
                              2005Revenue:Sales
                              
                              $
                              -
                              
                              $
                              -
                              
                              $
                              1,723,000
                              
                              $
                              -Rental
                                  income from related party (Note 3)
                              
                              
                              143,917
                              
                              
                              42,651
                              
                              
                              268,995
                              
                              
                              42,651Management
                                  fees
                              
                              
                              -
                              
                              
                              -
                              
                              
                              27,000
                              
                              
                              -Total
                                  revenue
                              
                              
                              143,917
                              
                              
                              42,651
                              
                              
                              2,018,995
                              
                              
                              42,651Operating
                                  expenses:Cost
                                  of
                                  Sales
                              
                              
                              -
                              
                              
                              -
                              
                              
                              1,462,852
                              
                              
                              -Selling,
                                  general and administrative
                              
                              
                              348,639
                              
                              
                              165,368
                              
                              
                              630,494
                              
                              
                              245,750Total
                                  Operating expenses
                              
                              
                              348,639
                              
                              
                              165,368
                              
                              
                              2,093,346
                              
                              
                              245,750Loss
                                  from operations
                              
                              
                              (204,722
                              )
                              
                              (122,717
                              )
                              
                              (74,351
                              )
                              
                              (203,099
                              )Non-operating
                                  expense:Interest
                                  Expense
                              
                              
                              (142,568
                              )
                              
                              (34,861
                              )
                              
                              (235,886
                              )
                              
                              (43,047
                              )Loss
                                  before income taxes and
                                noncontrolling
                                  interest
                              
                              
                              (347,290
                              )
                              
                              (157,578
                              )
                              
                              (310,237
                              )
                              
                              (246,146
                              )Income
                                  tax benefit
                              
                              
                              123,367
                              
                              
                              
                              
                              
                              142,398Loss
                                  before noncontrolling interest
                              
                              
                              (223,923
                              )
                              
                              (157,578
                              )
                              
                              (167,839
                              )
                              
                              (246,146
                              )Noncontrolling
                                  interest in income of consolidated
                                subsidiaries
                              
                              
                              10,611
                              
                              
                              583
                              
                              
                              (89,490
                              )
                              
                              2,498Net
                                  loss
                              
                              $
                              (213,312
                              )
                              $
                              (156,995
                              )
                              $
                              (257,329
                              )
                              $
                              (243,648
                              )Basic
                                  and diluted loss per share
                              
                              $
                              (0.01
                              )
                              $
                              (0.01
                              )
                              $
                              (0.02
                              )
                              $
                              (0.02
                              )Basic
                                  and diluted weighted average common shares
                                  outstanding
                              
                              
                              16,036,625
                              
                              
                              16,036,625
                              
                              
                              16,036,625
                              
                              
                              16,036,625
 See
                      accompanying notes to condensed consolidated financial statements
 5
 
   **Across
                                      America Real Estate Corp.**
                                  ****
                                  ****
                                  ****
                                  ****
                                  ******Statements
                                      of Cash Flows**
                                  ****
                                  ****
                                  ****
                                  ****
                                  ******(Unaudited)****Six
                                      Months Ended****June
                                      30,****2006**
                                  
                                  **2005**Cash
                                      flows from operating activities:Net
                                      loss
                                  
                                  $
                                  (257,329
                                  )
                                  $
                                  (243,648
                                  )Cash
                                      restricted for project development
                                  
                                  
                                  110,681
                                  
                                  
                                  (550,352
                                  )Adjustments
                                      to reconcile net income to net cash used by
                                      operating
                                      activities:Depreciation
                                  
                                  
                                  3,613
                                  
                                  
                                  521Changes in current assets and current liabilities:Construction
                                      in
                                      progress
                                  
                                  
                                  (545,342
                                  )
                                  
                                  854,730Real
                                      estate held for sale
                                  
                                  
                                  168,810
                                  
                                  
                                  (2,022,546
                                  )Land
                                      held for development
                                  
                                  
                                  (953,977
                                  )
                                  
                                  (6,891,544
                                  )Accounts
                                      receivable
                                  
                                  
                                  (31,416
                                  )
                                  
                                  —Accounts
                                      payable and accrued liabilities
                                  
                                  
                                  (131,872
                                  )
                                  
                                  38,084Income
                                      tax assets and liabilities
                                  
                                  
                                  (165,440
                                  )
                                  
                                  —Indebtedness
                                      to
                                      related party
                                  
                                  
                                  150,000
                                  
                                  
                                  —Net
                                      cash used in operating activities
                                  
                                  
                                  (1,652,272
                                  )
                                  
                                  (8,814,755
                                  )Cash
                                      flows from investing activities:Payments
                                      for
                                      deposits
                                  
                                  
                                  (45,270
                                  )
                                  
                                  (10,082
                                  )Payments
                                      for
                                      property and equipment
                                  
                                  
                                  (3,942
                                  )
                                  
                                  —Issuance
                                      of
                                      notes receivable
                                  
                                  
                                  (80,318
                                  )
                                  
                                  —Unearned
                                      revenue
                                  
                                  
                                  128,183
                                  
                                  
                                  —Proceeds
                                      from
                                      repayment of notes receivable
                                  
                                  
                                  10,000
                                  
                                  
                                  80,000Net
                                      cash provided by investing activities
                                  
                                  
                                  8,653
                                  
                                  
                                  69,918Cash
                                      flows from financing activities:Distributions
                                      received from members, net
                                  
                                  
                                  37,132
                                  
                                  
                                  —Proceeds
                                      from
                                      related party loans (Note 3)
                                  
                                  
                                  2,805,452
                                  
                                  
                                  8,366,081Repayment
                                      of
                                      related party loans (Note 3)
                                  
                                  
                                  (1,078,811
                                  )
                                  
                                  (1,215,042
                                  )Proceeds
                                      from
                                      note payable (Note 3)
                                  
                                  
                                  746,294
                                  
                                  
                                  1,231,042Repayment
                                      of
                                      note payable (Note 3)
                                  
                                  
                                  (929,403
                                  )
                                  
                                  —Repayment
                                      of
                                      lease obligation
                                  
                                  
                                  (805
                                  )
                                  
                                  —Net
                                      cash provided by financing activities
                                  
                                  
                                  1,579,859
                                  
                                  
                                  8,382,081Net
                                      change in cash
                                  
                                  
                                  (63,760
                                  )
                                  
                                  (362,756
                                  )Cash,
                                      beginning of period
                                  
                                  
                                  180,496
                                  
                                  
                                  527,390Cash,
                                      end of period
                                  
                                  $
                                  116,736
                                  
                                  $
                                  164,634Supplemental
                                      disclosure of cash flow information:Cash
                                      paid during the period for:Income
                                      taxes
                                  
                                  $
                                  27,921
                                  
                                  $
                                  1,000Interest
                                  
                                  $
                                  225,181
                                  
                                  $
                                  —
 See
                          accompanying notes to condensed consolidated financial statements
 6
 
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 (1)  Nature
                                of
                                Organization and Summary of Significant Accounting
                                Policies
 
 Organization
                                and Basis of Presentation
 
 Across
                                America Real Estate Corp. (“AARD” or the “Company”) was incorporated under the
                                laws of Colorado on April 22, 2003. The Company is
                                a co-developer, principally
                                as a financier, for build-to-suit real estate development
                                projects for retailers
                                who sign long-term leases for use of the property.
                                Land acquisition and project
                                construction operations are conducted through the
                                Company’s subsidiaries. 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.
 
 Principles
                                of Consolidation
  The
                                accompanying consolidated financial statements include
                                the accounts of Across
                                America Real Estate Corp. and the following subsidiaries:
  Name
                                            of Subsidiary
                                        OwnershipCCI
                                            Southeast, LLC ("CCISE")
                                        100.00%AARD-Belle
                                            Creek, LLC (“Belle Creek")
                                        100.00%CCI
                                            Corona, LLC ("CCI Corona")
                                        100.00%Eagle
                                            Palm I, LLC ("Eagle")
                                        100.00%AARD-Greeley-Lot
                                            3, LLC ("Greeley")
                                        100.00%Riverdale
                                            Carwash Lot 3A, LLC ("Riverdale")
                                        100.00%Across
                                            America Real Estate Exchange, Inc.
                                        100.00%Across
                                            America Financial Services, Inc.
                                        100.00%Cross
                                            Country Properties II, LLC ("CCPII")
                                        80.00%AARD-Stonegate,
                                            LLC ("Stonegate")
                                        51.00%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%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
                                        51.00%AARD
                                            Econo Lube Stonegate, LLC
                                        51.00%AARD
                                            Bader Family Dollar MLK, LLC
                                        51.00%L-S
                                            Corona Pointe, LLC ("L-S Corona")
                                        50.01%Cross
                                            Country Properties III, LLC ("CCPIII")
                                        50.00%
 All
                                significant intercompany accounts and transactions
                                have been eliminated in
                                consolidation.
 
 
  7
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 (2)  Real
                                Estate Development Projects
 
 Projects
                                Currently being Developed or Held For Sale as of
                                June 30, 2006:
   Riverdale
 On
                                October 1, 2004, we entered into an arrangement with
                                S&O Development, LLC,
                                an unaffiliated builder and developer of commercial
                                property, to develop an
                                express tunnel carwash located in Littleton, Colorado.
                                The parties formed a
                                limited liability company for the development of
                                the project. The name of the
                                limited liability company was Riverdale Carwash Lot3A,
                                LLC. S&O Development
                                originally owned 49.9% of Riverdale Carwash Lot3A,
                                LLC and we originally owned
                                50.1%. The parties agreed to split the profits each
                                50% 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 project
                                was completed on April 23,
                                2005.
 
 On
                                August
                                19, 2005, we purchased S&O Development’s ownership in Riverdale Carwash Lot
                                3A, LLC for $53,641, giving us 100% ownership of
                                the Riverdale
                                project.
 
 On
                                April
                                23, 2005, Riverdale leased the facility to Aquatique
                                Industries, Inc. (an
                                affiliate under common control) with a fifteen-year
                                lease (see
                                Note
                                3). Aquatique operates a Kwik Car Wash in the
                                facility. GDBA owned 60% of
                                Aquatique Industries at the time the lease was executed.
                                For the quarter ended
                                June 30, 2006 we have recognized $77,276 in rental
                                income.
  
 Stonegate
 On
                                May
                                20, 2005, we (through our wholly-owned subsidiary,
                                AARD-Stonegate, LLC) entered
                                into an agreement with Castle Brae Development LLC
                                (“Castle”), an unaffiliated
                                builder and developer of commercial property. Under
                                the agreement, Castle
                                developed a car wash facility located in Parker,
                                Colorado.
 
 In
                                August
                                2005, we amended the Operating Agreement of AARD-Stonegate,
                                LLC, giving Castle
                                49% membership interest in AARD-Stonegate, LLC, retaining
                                51% membership
                                interest for ourselves. Under the terms of the amended
                                agreement, profits from
                                the proceeds of the sale of the project will be divided
                                between the partners
                                after all development and construction costs and
                                interest and fee expenses are
                                paid and settled.
 
 On
                                  December 31, 2005, Stonegate leased the facility
                                  to Aquatique Industries, Inc.
                                  (an affiliate under common control) with a fifteen-year
                                  lease (see Note 3).
                                  Aquatique operates a Kwik Car Wash in the facility.
                                  GDBA owned 60% of Aquatique
                                  Industries at the time the lease was executed.
                                  For the quarter ended June 30,
                                  2006 we have recognized $66,641 in rental income
                                  and a receivable in the amount
                                  of $111,069.
  8
  
 ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 Cypress
                                  Sound
 On
                                  March
                                  22, 2005, we entered into an arrangement with Mr.
                                  Daniel S. Harper (“Harper”),
                                  an unaffiliated builder and developer of commercial
                                  property. We and Mr. Harper
                                  intend to develop and construct a six unit, three-story
                                  condominium project
                                  located in Orlando, Florida. The parties have formed
                                  a limited liability company
                                  for the development of the identified property.
                                  The name of the limited
                                  liability company is AARD-Cypress Sound LLC (“Cypress Sound”). Harper owns 49%
                                  of Cypress Sound and we own 51%. All profits from
                                  the proceeds of the sale of
                                  the project will be divided between the partners
                                  after all development and
                                  construction costs and interest and fee expenses
                                  are paid and
                                  settled.
 
 Ridgeview
 On
                                May
                                20, 2005, the Company entered into an arrangement
                                with Automotive Development
                                Group, LLC (“ADG”), an unaffiliated builder and developer of commercial
                                property. The Company and ADG intend to develop a
                                car wash and lube facility
                                located in Olathe, Kansas. The parties have formed
                                a limited liability company
                                for the development of the identified property. The
                                name of the limited
                                liability company is 119 th and
                                Ridgeview LLC (“Ridgeview”). ADG owns 49% of the LLC and AARD owns 51% of the
                                LLC. All profits from the proceeds of the sale of
                                the project will be divided
                                between the partners after all development and construction
                                costs and interest
                                and fee expenses are paid and settled.
 
 Bluffton
                                278
 On
                                June
                                14, 2005, we (through our subsidiary, Hwy 278 & Hwy 170, LLC, “Bluffton
                                278”) entered into an arrangement with Automotive Development
                                Group, LLC
                                (“ADG”), an unaffiliated builder and developer of Grease
                                Monkey International
                                automotive stores. We intend to develop a Grease
                                Monkey located in Bluffton,
                                South Carolina. ADG owns 49% of the LLC and AARD
                                owns 51% of the LLC. All
                                profits from the proceeds of the sale of the project
                                will be divided between the
                                partners after all development and construction costs
                                and interest and fee
                                expenses are paid and settled.
  American
                                Fork
 On
                                June
                                14, 2005, we (through our subsidiary, State & 130 th ,
                                LLC,
“American Fork”) entered into an arrangement with Automotive Development
                                Group,
                                LLC (“ADG”), an unaffiliated builder and developer of Grease
                                Monkey
                                International automotive stores. We intend to develop
                                a Grease Monkey located in
                                American Fork, Utah. ADG owns 49% of the LLC and
                                AARD owns 51% of the LLC. All
                                profits from the proceeds of the sale of the project
                                will be divided between the
                                partners after all development and construction costs
                                and interest and fee
                                expenses are paid and settled.
 
 
  9
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
  Laveen
 On
                                  June
                                  14, 2005, we (through our subsidiary, 53 rd and
                                  Baseline, LLC, “Laveen”) entered into an arrangement with Automotive Development
                                  Group, LLC (“ADG”), an unaffiliated builder and developer of Grease
                                  Monkey
                                  International automotive stores. We intend to develop
                                  a Grease Monkey located in
                                  Laveen, Arizona. ADG owns 49% of the LLC and AARD
                                  owns 51% of the LLC. All
                                  profits from the proceeds of the sale of the project
                                  will be divided between the
                                  partners after all development and construction
                                  costs and interest and fee
                                  expenses are paid and settled.
 
 Bluffton
                                46
 On
                                April
                                1, 2006, we (through our subsidiary, Hwy
                                46
                                and Bluffton Pkwy, LLC (“Bluffton 46”) , LLC,
“Bluffton 46”) entered into an arrangement with Automotive Development
                                Group,
                                LLC (“ADG”), an unaffiliated builder and developer of Grease
                                Monkey
                                International automotive stores. We intend to develop
                                a Grease Monkey located in
                                Bluffton, South Carolina. ADG owns 49% of the LLC
                                and AARD owns 51% of the LLC.
                                All profits from the proceeds of the sale of the
                                project will be divided between
                                the partners after all development and construction
                                costs and interest and fee
                                expenses are paid and settled.
 
 West
                                Valley
 On
                                November 21, 2005, we (through our subsidiary, South
                                Glen Eagles Drive, LLC ("West Valley") entered
                                into an arrangement with Automotive Development Group,
                                LLC (“ADG”), an
                                unaffiliated builder and developer of Grease Monkey
                                International automotive
                                stores. We intend to develop a Grease Monkey located
                                in West Valley, Utah. ADG
                                owns 49% of the LLC and AARD owns 51% of the LLC.
                                All profits from the proceeds
                                of the sale of the project will be divided between
                                the partners after all
                                development and construction costs and interest and
                                fee expenses are paid and
                                settled.
 
 AARD
                                Stonegate Econolube
 On
                                October 25, 2005 we (through our subsidiary, AARD
                                Stonegate Econolube, LLC)
                                entered into an arrangement with Charmar Properties,
                                an unaffiliated developer
                                of commercial property. We intend to develop an Econolube
                                located in Parker, CO.
                                Charmar Properties owns 49% of the LLC and AARD owns
                                51% of the LLC. All profits
                                from the proceeds of the sale of the project will
                                be divided between the
                                partners after all development .
  (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, 2003. The Company exercised
                                an option to extend the lease
                                through December 31, 2004 on the same terms. Payments
                                required under the
                                operating lease are $250 per month. Future minimum
                                rental payments required
                                under the lease total $4,750. As of June 30, 2006,
                                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”.
 
  10
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 Agreement
                                to Fund
  On
                                November 26, 2004 we entered into a three-year “Agreement to Fund” our real
                                estate projects with GDBA Investments, LLLP (“GDBA”), our largest shareholder.
                                We are currently dependent on this relationship and
                                would be unable to fund any
                                projects if we lose our current funding commitment
                                from GDBA. In addition, our
                                senior credit facility with Vectra Bank Colorado,
                                which is renewable annually,
                                has been guaranteed by GDBA Investments and its principals.
                                Given the early
                                stage of our company, it is unlikely that we could
                                renew our senior credit
                                facility without the continuation of these guarantees.
 
 We
                                utilized capital from GDBA to fund our project growth
                                through the second quarter
                                of 2006. The amount we borrowed throughout the quarter
                                fluctuated as we borrowed
                                to fund new projects and repaid principal and interest
                                on properties we sold. As
                                of June 30, 2006 we owed GDBA $9,416,961 in principal
                                and accrued interest of
                                $875,160.
  In
                                        the
                                        first six months of 2006, we received $2,805,451
                                        in loans for our construction
                                        projects under our loan agreement with GDBA.
                                        We repaid a total of $1,078,811
                                        during this period to this shareholder. In
                                        the first six months of 2005, we
                                        received $8,366,081 in loans for our construction
                                        projects under our loan
                                        agreement with GDBA. We repaid a total of
                                        $1,215,042 during this period to this
                                        shareholder.
  (4)  Notes
                                  Receivable and Development Deposits
 
 During
                                the course of acquiring properties for development,
                                Across America, on behalf of
                                its subsidiaries and development partners, typically
                                is required to provide
                                capital for earnest money deposits that may or may
                                not be refundable in addition
                                to investing in entitlements for properties before
                                the actual land purchase.
                                Because these activities represent a risk of our
                                capital in the event the land
                                purchase is not completed, it is our policy to require
                                our development partners
                                to personally sign promissory notes to Across America
                                Real Estate Corp. for all
                                proceeds expended before land is purchased. Once
                                the land has been purchased and
                                can collateralize the capital invested by us, the
                                promissory note is cancelled.
                                AARD had $560,478 in earnest money deposits outstanding
                                at June 30, 2006. These
                                deposits were held by affiliates and all were collateralized
                                by promissory notes
                                from our development partners.
 
 (5)
                                      Property
                                          and Equipment
  The
                                Company's property and equipment consisted of the
                                following at June 30, 2006:
 Equipment
                                      
                                      $
                                      20,443Furniture
                                          and fixtures
                                      
                                      
                                      5,938Computers
                                          and related equipment
                                      
                                      
                                      9,255Less
                                          accumulated depreciation
                                      
                                      
                                      (6,118
                                      )$
                                      29,518
 Depreciation
                                    expense totaled $3,613 and $521 for the six months
                                    ended June 30, 2006 and June
                                    30, 2005 respectively.
  11
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 
 
 (6)  Shareholders’
                                Equity
 
 Preferred
                                Stock
 The
                                Board
                                of Directors is authorized to issue shares of preferred
                                stock in series and to
                                fix the number of shares in such series as well as
                                the designation, relative
                                rights, powers, preferences, restrictions, and limitations
                                of all such
                                series.
 
 Common
                                Stock
 As
                                of
                                June 30, 2006 the Company has 50,000,000 shares of
                                common stock that are
                                authorized, 16,036,625 shares that are issued and
                                outstanding at a par value of
                                $.001 per share.
 
 (7) Income
                                Taxes
 
 The
                                provision for income taxes for the six months ended
                                June 30, 2006, consists of
                                the following:
 Current:Federal
                                          
                                          $
                                          (118,731
                                          )State
                                          
                                          
                                          (18,959
                                          )(137,690
                                          )Deferred:Federal
                                          
                                          
                                          (4,060
                                          )State
                                          
                                          
                                          (648
                                          )(4,708
                                          )Total
                                              income tax provision
                                          
                                          $
                                          (142,398
                                          )
 The
                                reconciliation of the income tax expense computed
                                at U.S. federal statutory
                                rates to the provision for income taxes is as follows:
 Tax
                                              at US federal statutory rates
                                          
                                          $
                                          (95,814
                                          )State
                                              income taxes, net of federal
                                          
                                          
                                          (15,300
                                          )(111,114
                                          )Change
                                              in beginning deferred balance
                                          
                                          
                                          (31,284
                                          )Total
                                              income tax benefit
                                          
                                          $
                                          (142,398
                                          )
 12
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 Deferred
                                income taxes reflect the net tax effects of temporary
                                differences between the
                                carrying amounts of assets and liabilities for financial
                                reporting purposes and
                                the amounts used for income tax purposes. Significant
                                components of the
                                Company’s deferred tax assets and liabilities are as follows:
   Deferred
                                              tax assets:Deferred
                                              revenue
                                          
                                          $
                                          42,955Deferred
                                              tax liability:Depreciation
                                          
                                          
                                          (33,747
                                          )Prepaid
                                              expense
                                          
                                          
                                          (4,500
                                          )Net
                                              deferred income tax asset
                                          
                                          $
                                          4,708
  .
 
 (8)  Operating
                                Lease Commitments
 
 Lessee
 The
                                Company entered into an office lease agreement on
                                October 28, 2005, which
                                commenced November 1, 2005 and expires December 31,
                                2006. The lease payment is
                                $4,146 per month.
 
 Combined
                                future minimum lease payments under the leases are
                                as follows:
 December
                                31,
 2006
                                      $24,876
 
 Lessor
 The
                                Company, as 100% owner of Riverdale Lot 3A, LLC,
                                receives rental income from an
                                affiliate from its property held for sale in the
                                amount of $19,479 per month.
                                The agreement commenced April 23, 2005 and expires
                                April 22, 2020 or upon sale
                                of the property. The Company, as 51% owner of AARD-Stonegate
                                LLC, receives
                                rental income from its held-for-sale property in
                                the amount of $22,214 per
                                month. The agreement commenced December 31, 2005
                                and expires December 30, 2020
                                or upon sale of the property.
 
 Future
                                minimum rental incomes from property held for sale
                                are as follows:
 December
                                31,
 2006
                                      $  
                                          133,284
 2007
                                      500,314
 2008
                                      500,314
 2009
                                      500,314
 2010
                                      500,314
 $2,134,540
 
 There
                                is
                                no allowance made as of June 30, 2006 for uncollectible
                                rent as the Company
                                believes all rents to be collectible.
  13
  
 ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 (9) Capital
                                Lease Obligations
 
 The
                                Company entered into a capital equipment lease on
                                October 4, 2005. The lease
                                commenced on October 4, 2005 and expires September
                                26, 2010. The lease payment
                                is $231 per month.
 
 Future
                                minimum lease payments under the lease are as follows:
 
 December
                                31,
 2006
                                      $ 
                                          1,386
 2007
                                      2,772
 2008
                                      2,772
 2009
                                      2,772
 2010
                                      2,079 $11,781 Less imputed interest
                                      ___333 $11,448
  
  (10)   Senior
                                Credit Facility
 
 On
                                April
                                25, 2005, we received a $10,000,000 financing commitment
                                under a Credit
                                Agreement from Vectra Bank of Colorado (“Vectra Bank”). This commitment permits
                                us to fund construction notes for built-to-suit real
                                estate projects for
                                national and regional chain retailers. The financing
                                is facilitated through a
                                series of promissory notes. Each note is issued for
                                individual projects under
                                the facility and must be underwritten and approved
                                by Vectra Bank and has a term
                                of 12 months with one (1) allowable extension not
                                to exceed 6 months subject to
                                approval. Interest is funded from an interest reserve
                                established with each
                                construction loan. Each note under the facility is
                                for an amount, as 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. Principal on each note is due at maturity,
                                with no prepayment penalty.
                                Vectra Bank retains a First Deed of Trust on each
                                property financed and the
                                facility has the personal guarantees of GDBA and
                                its owners.
 
 On
                                August
                                3, 2006 we executed a First Amendment to our Credit
                                Agreement with Vectra Bank
                                extending the expiration date of the facility to
                                July 21, 2007, which is
                                annually renewable. The terms and conditions of each
                                construction note issued
                                under the facility remain unchanged, and any construction
                                issued prior to the
                                expiration date of the Credit Agreement, will survive
                                the expiration of the
                                facility and will be subject to its individual term
                                as outlined in the Credit
                                Agreement.
 
 As
                                of
                                June 30, 2006, we had one outstanding note under
                                this facility with a maximum
                                principal amount of $1,820,000 and a maturity date
                                of March 6, 2007. As of June
                                30, 2006, this note had an outstanding principal
                                amount of $1,711,301 and total
                                accrued interest of $85,020.
 
 On
                                August
                                23, 2005, Riverdale Carwash Lot3A, LLC entered into
                                a loan agreement with Vectra
                                Bank in the amount of $1,200,000. The note, which
                                is not part of the $10,000,000
                                construction facility with Vectra Bank, is being
                                amortized monthly over a
                                twenty-year period and has an eighteen month maturity.
                                The note is due to mature
                                on February 23, 2007 and as of June 30, 2006, this
                                note had an outstanding
                                principal balance of $1,172,169.
  14
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
 
 
 As
                                of
                                June 30, 2006 our total outstanding principal due
                                to Vectra Bank and our annual
                                schedule of repayment is as follows:
 
 December
                                31,
 2006   $           -0-
 2007 2,883,470
 $ 2,883.470
 
 (11) Variable
                                Compensation Plan
 
 The
                                variable compensation plan is designed to reward
                                the senior management of AARD
                                based upon the growth and profitability of the Company.
                                The variable
                                compensation pool is calculated by taking income
                                after all expenses but before
                                taxes. The income before taxes is then differentiated
                                into two components; a
                                base component and a growth component.
 
 The
                                base
                                component is an amount equal to the income before
                                taxes and variable
                                compensation for the prior year. The growth component
                                is calculated by
                                subtracting the base component from the current year’s income before taxes and
                                variable compensation. The variable compensation
                                pool is calculated by
                                multiplying the base component by 8% and the growth
                                component by 15% and adding
                                the two figures together.
 
  (12)   Capitalized
                                Interest and Interest Expense
 
 For
                                the
                                period ended June 30, 2006 the Company has recognized
                                $142,568 interest expense
                                that is not related to capitalized projects and $120,817
                                additional capitalized
                                interest expense that is included in either Construction
                                in Progress or Property
                                Held for Sale on the balance sheet June 30, 2006,
                                with the exception of projects
                                that were sold during the year, which would have
                                included the capitalized
                                interest amount in our Cost of Sales.
 
 
 (13)   Letters
                                of Intent
 
 On
                                December 21, 2005 we announced that we have entered
                                into letters of intent with
                                two entities to provide financing for our continuing
                                operations. One of the
                                entities is GDBA, who would convert approximately
                                $3,000,000 of current debt
                                into Convertible Preferred Stock. As a result, under
                                each letter of intent, each
                                entity would hold a total investment of $10,000,000
                                in two instruments,
                                consisting of Senior Subordinated Notes, for a total
                                of $7,000,000, and
                                Convertible Preferred Stock, for a total of $3,000,000.
                                The entity which is not
                                GDBA, or its designees, would also be allowed to
                                purchase an additional amount
                                of Convertible Preferred stock up to an additional
                                $300,000. The letters of
                                intent are not binding upon the parties and remain
                                subject to the execution of
                                mutually acceptable contracts. As of August 7, 2006,
                                no such contracts have been
                                executed on either instrument and each remain outstanding
                                only as letters of
                                intent.
 
  15
  ACROSS
                                AMERICA REAL ESTATE CORP.
 Notes
                                to
                                Consolidated Financial Statements
 (Unaudited)
 
   (14)  Noncontrolling
                                Interests
  Following
                                is a summary of the noncontrolling 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.
 Balance
                                          
                                          Earnings
                                              allocated to
                                          
                                          Earnings
                                                disbursed/accrued for
                                          
                                          BalanceJanuary
                                              1, 2006
                                          
                                          Noncontrolling
                                              Interest
                                          
                                          Noncontrolling
                                              Interest
                                          
                                          June
                                              30, 2006Firestone
                                          
                                          
                                          
                                          
                                          $
                                          -
                                          
                                          $
                                          (97,283
                                          )
                                          $
                                          97,283
                                          
                                          $
                                          -Cypress
                                          
                                          
                                          
                                          
                                          
                                          4,594
                                          
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          
                                          4,594Stonegate
                                          
                                          
                                          
                                          
                                          
                                          (9,843
                                          )
                                          
                                          1,578
                                          
                                          
                                          -
                                          
                                          
                                          (8,265
                                          )Bluffton
                                          
                                          
                                          
                                          
                                          
                                          478
                                          
                                          
                                          2,024
                                          
                                          
                                          -
                                          
                                          
                                          2,502Bluffton
                                              46
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          60
                                          
                                          
                                          -
                                          
                                          
                                          60Laveen
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          298
                                          
                                          
                                          -
                                          
                                          
                                          298West
                                              Valley
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          298
                                          
                                          
                                          -
                                          
                                          
                                          298American
                                              Fork
                                          
                                          
                                          
                                          
                                          
                                          269
                                          
                                          
                                          3,536
                                          
                                          
                                          -
                                          
                                          
                                          3,805Total
                                          
                                          
                                          
                                          
                                          $
                                          (4,502
                                          )
                                          $
                                          (89,489
                                          )
                                          $
                                          97,283
                                          
                                          $
                                          3,292
  (15)  Change
                                  in
                                  Presentation
  16
  
 **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 herein
                                and 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.
   **Risk
                                Factors**
  You
                                should carefully consider the risks and uncertainties
                                described below; and all
                                of the other information included in this document.
                                Any of the following risks
                                could materially adversely affect our business, financial
                                condition or operating
                                results and could negatively impact the value of
                                your investment.
   **WHILE
                                WE HAVE GENERATED A MODEST PROFIT IN OUR LAST TWO
                                FISCAL YEARS, WE WERE
                                UNPROFITABLE IN THE MOST RECENT FISCAL QUARTER. THERE
                                IS NO GUARANTEE THAT WE
                                WILL CONTINUE TO BE PROFITABLE.**
  Our
                                  revenues for the fiscal year ended December 31,
                                  2005 were $7,951,962. We had net
                                  income of $77,666  for
                                  the
                                  fiscal year ended December 31, 2005. Our revenues
                                  for the fiscal year ended
                                  December 31, 2004 were $1,787,922. We had net income
                                  of $25,686 for the fiscal
                                  year ended December 31, 2004. However, for the
                                  six months ended June 30, 2006,
                                  we had an operating loss of $74,351, which included
                                  an operating profit of
                                  $130,765 for the three months ended March 31, 2006
                                  and an operating loss of
                                  $204,722 for the three months ended June 30, 2006.
                                  Although we have had a modest
                                  profit for the past two fiscal years, we were unprofitable
                                  in our most recent
                                  fiscal quarter. We cannot say whether we will be
                                  able to achieve sustained
                                  profitability. We have only completed several transactions,
                                  so it continues to
                                  be difficult for us to accurately forecast our
                                  quarterly and annual revenue.  However,
                                  we use our forecasted revenue to establish our
                                  expense budget. Most of our
                                  expenses are fixed in the short term or incurred
                                  in advance of anticipated
                                  revenue. As a result, we may not be able to decrease
                                  our expenses in a timely
                                  manner to offset any revenue shortfall. We attempt
                                  to keep revenues in line with
                                  expenses but cannot guarantee that we will be able
                                  to do so.
  17
   **WE
                                WILL NEED ADDITIONAL FINANCING IN THE FUTURE BUT
                                CANNOT GUARANTEE THAT IT WILL
                                BE AVAILABLE TO US.**
  In
                                order
                                to expand our business, we will continue to need
                                additional capital. To
                                date, **** we
                                have
                                been successful in obtaining capital for our projects,
                                but we cannot guarantee
                                that additional capital will be available at all
                                or under sufficient terms and
                                conditions for us to utilize it. Because we have
                                an ongoing need for capital, we
                                may experience a lack of liquidity in our future
                                operations. We expect that we
                                will need additional financing of some type, which
                                we do not now possess, to
                                fully develop our operations. We expect to rely principally
                                upon our ability to
                                raise additional financing, the success of which
                                cannot be guaranteed. To the
                                extent that we experience a substantial lack of liquidity,
                                our development in
                                accordance with our proposed plan may be delayed
                                or indefinitely postponed,
                                which would have a materially adverse impact on our
                                operations and the
                                investors' investment.
   **AS
                                A COMPANY WITH LIMITED OPERATING HISTORY, WE ARE
                                INHERENTLY A RISKY INVESTMENT.
                                OUR OPERATIONS ARE SUBJECT TO OUR ABILITY TO FINANCE
                                REAL ESTATE PROJECTS.**
  Because
                                we are a company with a limited history, our operations,
                                which consist of real
                                estate financing of built-to-suit projects for specific
                                national retailers, must
                                be considered an extremely risky business, subject
                                to numerous risks. Our
                                operations will depend, among other things, upon
                                our ability to finance real
                                estate projects and for those projects to be sold.
                                Further, there is the
                                possibility that our proposed operations will not
                                generate income sufficient to
                                meet operating expenses or will generate income and
                                capital appreciation, if
                                any, at rates lower than those anticipated or necessary
                                to sustain the
                                investment. Our operations may be affected by many
                                factors, some of which are
                                beyond our control. Any of these problems, or a combination
                                thereof, could have
                                a materially adverse effect on our viability as an
                                entity.
   **WE
                                HAVE A HEAVY RELIANCE ON OUR CURRENT FUNDING COMMITMENT
                                WITH OUR LARGEST
                                SHAREHOLDER**
  We
                                are
                                currently dependant on our relationship with GDBA
                                Investments, LLLP, (“GDBA”),
                                our largest shareholder, through its Agreement to
                                Fund. We would be unable to
                                fund any projects if we lose our current funding
                                commitment from GDBA. In
                                addition, our senior credit facility with Vectra
                                Bank Colorado, which is
                                renewable annually, has been guaranteed by GDBA Investments
                                and its principals.
                                Given the early stage of our company, it is unlikely
                                that we could renew our
                                senior credit facility without the continuation of
                                these
                                guarantees.
   **WE
                                DO NOT HAVE A LONG HISTORY OF BEING ABLE TO SELL
                                PROPERTIES AT A
                                PROFIT**
  We
                                have
                                only been in business since 2003. We do not have
                                a significant track record and
                                may be unable to sell properties upon completion.
                                We may be forced to sell
                                properties at a loss. Furthermore, in order to sell
                                properties for a profit, we
                                may be forced to hold properties for longer periods
                                that we plan, which may
                                require the need for additional financing sources.
                                Any of these conditions would
                                likely result in reduced operating profits and could
                                likely strain current
                                funding agreements.
   18
   **THE
                                MANNER IN WHICH WE FINANCE OUR PROJECTS CREATES THE
                                POSSIBILITY OF A CONFLICT OF
                                INTEREST.**
  We
                                fund
                                our projects with construction financing obtained
                                through the efforts of our
                                management and largest shareholder, GDBA. This arrangement
                                could create a
                                conflict of interest with respect to such financings.
                                However, there may be an
                                inherent conflict of interest in the arrangement
                                until such time as we might
                                seek such financings on a competitive basis.
   **INTENSE
                                COMPETITION IN OUR MARKET COULD PREVENT US FROM DEVELOPING
                                REVENUE AND PREVENT
                                US FROM ACHIEVING ANNUAL PROFITABILITY.**
  We
                                provide a defined service to finance real estate
                                projects. The barriers to entry
                                are not significant. Our service could be rendered
                                noncompetitive or obsolete.
                                Competition from larger and more established companies
                                is a significant threat
                                and expected to increase. Most of the companies with
                                which we compete and expect
                                to compete have far greater capital resources, and
                                many of them have
                                substantially greater experience in real estate development.
                                Our ability to
                                compete effectively may be adversely affected by
                                the ability of these
                                competitors to devote greater resources than we can.
   **OUR
                                SUCCESS WILL BE DEPENDENT UPON OUR MANAGEMENT'S EFFORTS.**
  Our
                                success will be dependent upon the decision making
                                of our directors and
                                executive officers. These individuals intend to commit
                                as much time as necessary
                                to our business, but this commitment is no assurance
                                of success. The loss of any
                                or all of these individuals, particularly Ms. Ann
                                L. Schmitt, our President and
                                CEO, could have a material, adverse impact on our
                                operations. We have no written
                                employment agreements with any officers and directors,
                                including Ms Schmitt. We
                                have not obtained key man life insurance on the lives
                                of any of these
                                individuals.
   **OUR
                                STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE
                                TO RESELL YOUR SHARES AT OR
                                ABOVE THE PUBLIC SALE PRICE.**
  There
                                has
                                been, and continues to be, a limited public market
                                for our common stock. Our
                                common stock trades on the NASD Bulletin Board. However,
                                an active trading
                                market for our shares has not, and may never develop
                                or be sustained. If you
                                purchase shares of common stock, you may not be able
                                to resell those shares at
                                or above the initial price you paid. The market price
                                of our common stock may
                                fluctuate significantly in response to numerous factors,
                                some of which are
                                beyond our control, including the following:
  *
                                      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 capitalcommitments;
  *
                                      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.
   19
   Further,
                                we cannot assure that an investor will be able to
                                liquidate his investment
                                without considerable delay, if at all. The factors
                                which we have discussed in
                                this document may have a significant impact on the
                                market price of our common
                                stock. It is also possible that the relatively low
                                price of our common stock may
                                keep many brokerage firms from engaging in transactions
                                in our common stock.
  As
                                restrictions on resale end, the market price of our
                                stock could drop
                                significantly if the holders of restricted shares
                                sell them or are perceived by
                                the market as intending to sell them.
  **BUYING
                                A LOW-PRICED PENNY STOCK SUCH AS OURS IS RISKY AND
                                SPECULATIVE.**
 
 Our
                                shares are defined as a penny stock under the Securities
                                and Exchange Act of
                                1934, and rules of the Commission. The Exchange Act
                                and such penny stock rules
                                generally impose additional sales practice and disclosure
                                requirements on
                                broker-dealers who sell our securities to persons
                                other than certain accredited
                                investors who are, generally, institutions with assets
                                in excess of $5,000,000
                                or individuals with net worth in excess of $1,000,000
                                or annual income exceeding
                                $200,000, or $300,000 jointly with spouse, or in
                                transactions not recommended by
                                the broker-dealer. For transactions covered by the
                                penny stock rules, a
                                broker-dealer must make a suitability determination
                                for each purchaser and
                                receive the purchaser's written agreement prior to
                                the sale. In addition, the
                                broker-dealer must make certain mandated disclosures
                                in penny stock
                                transactions, including the actual sale or purchase
                                price and actual bid and
                                offer quotations, the compensation to be received
                                by the broker-dealer and
                                certain associated persons, and deliver certain disclosures
                                required by
                                the
 SEC.
                                Consequently, the penny stock rules may affect the
                                ability of broker-dealers to
                                make a market in or trade our common stock and may
                                also affect your ability to
                                sell any of our shares you may own in the public
                                markets.
  **WE
                                DO NOT EXPECT TO PAY DIVIDENDS ON COMMON STOCK**
  We
                                have
                                not paid any cash dividends with respect to our common
                                stock, and it is unlikely
                                that we will pay any dividends on our common stock
                                in the foreseeable future.
                                Earnings, if any, that we may realize will be retained
                                in the business for
                                further development and expansion.
  Overview
                                and History
  Across
                                America Real Estate 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 1660 17 th Street,
                                Suite 450, Denver, Colorado 80202. We are in the
                                business of financing and
                                developing build-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.
   20
   Results
                                of Operations
  The
                                following discussion involves our results of operations
                                for the quarters ending
                                June 30, 2006 and June 30, 2005. Our revenues for
                                the quarter ended June 30,
                                2006 were $143,917 compared to revenues for the quarter
                                ended June 30, 2005 of
                                $42,651. Revenues for both quarters were comprised
                                entirely of rental income on
                                completed properties available for sale. Our revenues
                                for the six months ended
                                June 30, 2006 were $2,018,995, of which $1,723,000
                                represented the sale of a
                                Checker Auto Parts store from our TSD CSK Firestone,
                                LLC on March 24, 2006,
                                $268,995 was derived from rental income and $27,000
                                was from management fees.
                                Our revenues for the six months ended June 30, 2005
                                were $42,651 and were
                                derived entirely from rental income.
 
 We
                                recognize Cost of Sales on projects during the period
                                in which they are sold.
                                Because we sold no projects during the quarters ended
                                June 30, 2006 or June 30,
                                2005, we had no Cost of Sales during those periods.
                                Cost of Sales for the six
                                months ended June 30, 2006 were $1,462,852 which
                                was entirely associated with
                                the cost of our Checker Auto Parts store in Firestone,
                                Colorado.
 Gross
                                margins on the sale of this project were approximately
                                15.1%, which we believe
                                is on the lower end of our anticipated normal range
                                of gross margins for
                                projects going forward. We had no Cost of Sales in
                                the six months ended June 30,
                                2005.
 
 Selling,
                                general and administrative costs were $348,639 for
                                the quarter ended June 30,
                                2006, compared to $165,368 for the quarter ended
                                June 30, 2005. Selling, general
                                and administrative costs were $630,494 for the six
                                months ended June 20, 2006
                                compared to $245,750 for the six months ended June
                                30, 2005. These year over
                                year increases were attributable to the substantial
                                increase in staff over the
                                past year in addition to increased sales and marketing
                                activity to generate
                                additional projects. We anticipate these costs will
                                continue to increase as we
                                continue to grow our business activities going forward.
 
 We
                                had a
                                net loss of $213,312 for the three months ended June
                                30, 2006 compared to a net
                                loss of $156,995 for the three months ended June
                                30, 2005. We had a net loss of
                                $257,329 for the six months ended June 30, 2006 compared
                                to a net loss of
                                $243,648 for the six months ended June 30, 2005.
                                The increased losses in each
                                year over year period reflect higher revenues, which
                                have been offset by
                                increased operating costs. Much of the increase in
                                operating costs can be
                                attributed to the increased number of projects currently
                                under development.
                                Management believes that these projects will produce
                                enough revenues during the
                                current year to absorb these additional costs.
 
 Our
                                balance sheet on June 30, 2006 compared to June 30,
                                2005 reflects our increase
                                in project activity year over year. Both assets and
                                liabilities increased
                                substantially and proportionally with our additional
                                investments in projects and
                                our required borrowing activity to finance them.
 
 Liquidity
                                and Capital Resources
 Our
                                cash
                                balance on June 30, 2006 was $264,873, which included
                                $116,736 in operating cash
                                and $148,137 of restricted capital that was designated
                                for specific projects and
                                could not be used for our operations. This compares
                                to a cash balance of
                                $714,986 on June 30, 2005, which included $164,634
                                in operating cash and
                                $550,352 of restricted capital that was designated
                                for specific projects and
                                could not be used for our operations. We generate
                                operating cash from the sale
                                of properties. We continue to be dependent on our
                                ability to sell our projects
                                on a timely basis in order to generate capital for
                                our operations.
 
 We
                                decreased our net cash used in operating activities
                                and net cash provided by
                                financing activities substantially for the six months
                                ended June 30, 2006
                                compared to the six months ended June 30, 2005. These
                                changes are largely due to
                                a fewer land purchases and less construction activity
                                when comparing the
                                quarters year over year. Management believes that
                                this decrease is largely due
                                to timing issues for the quarter and is not generally
                                representative of the
                                activity we anticipate for the remainder of the current
                                fiscal
                                year.
 
  21
  Management
                                continues to assess the Company’s capital resources in relation to its ability
                                to fund continued operations on an ongoing basis.
                                As such, management may seek
                                to access the capital markets to raise additional
                                capital through the issuance
                                of additional equity, debt or a combination of both
                                in order to fund the
                                operations and continued growth of the Company.
 
 In December, 2005, we entered into letters of intent
                                with two entities to provide
                                financing for our continuing operations. Under each
                                letter of intent, each
                                entity would invest a total of Ten Million Dollars
                                ($10,000,000) in two
                                instruments, consisting of Senior Subordinated Notes,
                                for a total of Seven
                                Million Dollars ($7,000,000), and Convertible Preferred
                                Stock, for a total of
                                Three Million Dollars ($3,000,000). One of the entities,
                                or its designees, would
                                also be allowed to purchase an additional amount
                                of Convertible Preferred Stock
                                up to an additional Three Hundred Thousand Dollars
                                ($300,000). These letters of
                                intent are not binding upon the parties and remain
                                subject to the execution of
                                mutually acceptable contracts. To
                                date,
                                we have not finalized either letter of intent. Otherwise,
                                at the present time,
                                we have no definitive plans to raise any additional
                                capital.
 
 Recently
                                Issued Accounting Pronouncements
 In
                                December 2004, the Financial Accounting Standards
                                Board issued FASB Statement
                                No. 123R, Share Based Payment, which requires all
                                companies to treat the fair
                                value of stock options granted to employees as an
                                expense. As a result of this
                                standard, effective for periods beginning after January
                                1, 2006, we and other
                                companies are required to record a compensation expense
                                equal to the fair value
                                of each stock option granted. We are currently assessing
                                our valuation options
                                allowed in this standard. This change in accounting
                                standards reduces the
                                attractiveness of granting stock options because
                                of the additional expense
                                associated with these grants, which would negatively
                                impact our results of
                                operations. And while we do not currently have an
                                employee stock option plan,
                                stoc options are in important employee recruitment
                                and retention tool, and we
                                may not be able to attract and retain key personnel
                                without such a program.
                                Accordingly, even though we have not quatified the
                                dollar amount of this
                                standard at this time, the result would have a negative
                                impact on our earnings
                                starting with the accounting period beginning January
                                1, 2006 should we pursue
                                any form of stock option plan. 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
 Our
                                revenues are not impacted by seasonal demands for
                                our products or
                                services.
 
 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 subjective or complex judgments, form the
                                basis for the accounting
                                policies deemed to be most critical to us. These
                                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.
 
 
  22
  ITEM
                                3.
                                CONTROLS AND PROCEDURES
 
 As
                                of the
                                end of the period covered by this report, based on
                                an evaluation of our
                                disclosure controls and procedures (as defined in
                                Rules 13a -15(e) and
                                15(d)-15(e) under the Exchange Act), each our Chief
                                Executive Officer and the
                                Chief Financial Officer has concluded that our disclosure
                                controls and
                                procedures are effective to ensure that information
                                required to be disclosed by
                                us in our Exchange Act reports is recorded, processed,
                                summarized, and reported
                                within the applicable time periods specified by the
                                SEC’s rules and forms.
 
 There
                                were no changes in our internal controls over financial
                                reporting that occurred
                                during our most recent fiscal quarter that have materially
                                affected, or are
                                reasonably likely to materially affect, our internal
                                control over financial
                                reporting.
  23
  
 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
 
 ITEM
                                3.
                                DEFAULTS UPON SENIOR SECURITIES
 None
 
 ITEM
                                4.
                                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 None
 
 ITEM
                                5.
                                OTHER INFORMATION
  Departure
                                of
                                Principal Officer
 
 Effective
                                July 3, 2006, Mr. Charles J. Berling resigned from
                                his position and employment
                                at our Company. As of August 7, 2006 we have not
                                appointed a replacement for Mr.
                                Berling.
 
 Departure
                                of
                                Principal Officer; Appointment of New Principal Officer
 
 Effective
                                August 7, 2006, Ms.
                                Ann L. Schmitt has been elected by our Board of Directors
                                as the new President
                                and Chief Executive Officer. She succeeds Mr. Alexander
                                V. Lagerborg,
                                who will become
                                our Vice President of Marketing and Sales. Mr. Lagerborg
                                remains on our Board of
                                Directors.
 
 Most
                                recently, Ms. Schmitt was President of Aimbridge
                                Lending, a private company and
                                the country’s second largest auto loan originator and processing
                                company for
                                small to midsized financial institutions, serving
                                16 major U.S. markets. Prior
                                to that, she led global risk solutions and management
                                at MasterCard
                                International. Ms. Schmitt has also had senior leadership
                                positions with
                                Citibank, US Bank, and Dove Consulting.
 
 Under
                                our
                                employment arrangement with Ms. Schmitt, she will
                                be paid a salary of $235,000
                                per annum, which includes a one-time bonus of $80,000,
                                payable by the end of the
                                first quarter of 2007. She will also receive a stock
                                option to acquire 250,000
                                shares at the then-current market price with a four
                                year vesting, with 62,500
                                options vesting each year on the anniversary of her
                                employment. Annually,
                                thereafter, 50,000 to 200,000 options will be granted
                                based upon performance,
                                with a target of 100,000 options at 100% of the plan.
 
 She
                                will
                                also participate in our Company health and dental
                                plan and life and disability
                                insurance program. Finally, she will receive monthly
                                parking and a health club
                                membership.
  
  24
  ITEM
                                6.
                                EXHIBITS AND REPORTS ON FORM 8-K
 
 Exhibits
  21
                                      List
                                        of Subsidiaries 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 under cover of Form 8K
                                    for the fiscal quarter ended June
                                    30, 2006: JuneJune 8, 2006, relating to the resignation
                                    of an officer; April 26,
                                    2006, relating to Form FD Disclosure; April 12,
                                    2006, relating to the sale of an
                                    asset.
  25
  
 SIGNATURES
 
 Pursuant
                                to the requirements of the Securities Exchange Act
                                of 1934, the registrant has
                                dully caused this report to be signed on its behalf
                                by the undersigned thereunto
                                duly authorized.
 
 
   **ACROSS
                                        AMERICA REAL ESTATE CORP.**Date: *August
                                        14, 2006*
                                      By:
                                      **/s/ *Ann
                                        L. Schmitt***Ann L. SchmittPresident,
                                        Chief Executive
                                        Officer
  Date: *August
                                        14, 2006*
                                      By:
                                      **/s/ James
                                        W Creamer III**James W Creamer IIITreasurer,
                                        Chief Financial Officer
  24