##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly period ended March 31, 2008
 Commission File No. 000-50764
 CapTerra
Financial Group, Inc.Formerly Known asAcross America Real
Estate Corp.
  Colorado
    
    20-0003432(State or other jurisdiction
    
    (IRS Employer File Number)of incorporation)700 17th Street, Suite 1200Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (zip code)
 (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  o þ




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##### 



FORM 10-QSB
Across America Real Estate Corp.  TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements for the period ended March 31, 2008Consolidated Balance Sheet (Unaudited)
    
    
    3Consolidated Statements of Operations (Unaudited)
    
    
    4Consolidated Statements of Cash Flows (Unaudited)
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis and Plan of Operation
    
    
    16Item 3. Controls and Procedures
    
    
    25PART II OTHER INFORMATION
    
    
    25Item 1. Legal Proceedings
    
    
    25Item 2. Changes in Securities
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits and Reports on Form 8-K
    
    
    25Signatures
    
    
    26Exhibit 21Exhibit 31.1Exhibit 32.1
   2




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March 31,
    
    
    December 31,2008
    
    
    2007(as restated)
    
    
    (as restated)AssetsCash and Equivalents
    
    $
    631,362
    
    
    $
    2,035,620Deposits held by an affiliate
    
    
    938,322
    
    
    
    940,880Accounts Receivable, net
    
    
    96,987
    
    
    
    2,156,959Property and equipment, net
of accumulated depreciation
    
    
    115,150
    
    
    
    112,918Real estate held for sale
    
    
    15,722,579
    
    
    
    14,398,602Construction in progress
    
    
    1,777,117
    
    
    
    2,484,179Deposits and prepaids
    
    
    50,229
    
    
    
    48,451Total assets
    
    $
    24,183,199
    
    
    $
    27,565,698Liabilities and Shareholders DeficitLiabilitiesAccounts payable
    
    $
    78,641
    
    
    $
    269,726Accrued liabilities
    
    
    96,442
    
    
    
    409,066Dividends payable
    
    
    77,338
    
    
    
    78,187Senior subordinated note payable, related parties
    
    
    7,000,000
    
    
    
    7,000,000Senior subordinated revolving note, related parties
    
    
    12,527,096
    
    
    
    14,169,198Note payable
    
    
    5,494,854
    
    
    
    5,716,397Unearned Revenue
    
    
    578,499
    
    
    
    522,841Total liabilities
    
    
    25,852,870
    
    
    
    28,165,415Minority interest
    
    
    4,594
    
    
    
    4,594Shareholders DeficitConvertible preferred stock, $.10 par value; 1,000,000 shares authorized,
517,000 shares issued and outstanding (liquidation preference $6,281,338)
    
    
    51,700
    
    
    
    51,700Common stock, $.001 par value; 50,000,000 shares authorized,
16,036,625 shares issued and outstanding
    
    
    16,037
    
    
    
    16,037Additional paid-in-capital
    
    
    6,462,540
    
    
    
    6,440,398Accumulated deficit
    
    
    (8,204,542
    )
    
    
    (7,112,446
    )Total shareholders deficit
    
    
    (1,669,671
    )
    
    
    (599,717
    )Total liabilities and shareholders deficit
    
    $
    24,183,199
    
    
    $
    27,565,698
   3




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##### Table of Contents



For the Quarters EndedMarch 31,2008
    
    
    2007(as restated)Revenue:Sales
    
    $
    1,164,000
    
    
    $
    Rental income
    
    
    26,405
    
    
    
    36,329Management fees
    
    
    
    
    
    
    191,655Total revenue
    
    
    1,190,405
    
    
    
    227,984Operating expenses:Cost of sales
    
    
    1,164,000
    
    
    
    Selling, general and administrative
    
    
    688,004
    
    
    
    826,202Total operating expenses
    
    
    1,852,004
    
    
    
    826,202Loss from operations
    
    
    (661,599
    )
    
    
    (598,218
    )Non-operating expense:Interest income
    
    
    8,985
    
    
    
    385Interest expense
    
    
    (362,145
    )
    
    
    (19,733
    )Other income (expense)
    
    
    
    
    
    
    (2,189
    )Loss before income taxes
and non controlling interest
    
    
    (1,014,759
    )
    
    
    (619,755
    )Income tax benefit
    
    
    
    
    
    
    (212,735
    )Loss before
minority interest
    
    
    (1,014,759
    )
    
    
    (407,020
    )Minority interest in income of
consolidated subsidiaries
    
    
    
    
    
    
    6,447Net loss
    
    $
    (1,014,759
    )
    
    $
    (413,467
    )Preferred stock dividends
    
    
    (77,338
    )
    
    
    (76,488
    )Net loss available to common shareholders
    
    $
    (1,092,097
    )
    
    $
    (489,955
    )Basic and diluted loss per common share
    
    $
    (0.07
    )
    
    $
    (0.03
    )Basic and diluted weighted average common shares outstanding
    
    
    16,036,625
    
    
    
    16,036,625
   4




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For the Quarter EndedMarch 31,2008
    
    
    2007(as restated)Cash flows from operating activities:Net loss
    
    $
    (1,014,759
    )
    
    $
    (413,467
    )Adjustments to reconcile net income to net cash used by operating activities:Depreciation
    
    
    9,165
    
    
    
    7,747Stock option compensation expense
    
    
    22,143
    
    
    
    31,163Changes in operating assets and operating liabilities:Construction in progress
    
    
    707,062
    
    
    
    (1,114,404
    )Real estate held for sale
    
    
    (1,323,977
    )
    
    
    (3,621,070
    )Land held for development
    
    
    536,636
    
    
    
    653,585Accounts receivable
    
    
    2,059,972
    
    
    
    (13,661
    )Deposits and prepaids
    
    
    (1,778
    )
    
    
    (7,199
    )Accounts payable and accrued liabilities
    
    
    (504,559
    )
    
    
    (163,013
    )Income tax assets and liabilities
    
    
    
    
    
    
    (206,150
    )Unearned revenue
    
    
    55,658
    
    
    
    Indebtedness to related party
    
    
    
    
    
    
    720,250Net cash provided by (used in) operating activities
    
    
    545,563
    
    
    
    (4,126,219
    )Cash flows from investing activities:Cash collections on notes receivable
    
    
    65,000
    
    
    
    133,269Issuance of notes receivable
    
    
    (62,442
    )
    
    
    (503,041
    )Cash paid for property and equipment
    
    
    (11,397
    )
    
    
    (10,396
    )Net cash (used in) investing activities
    
    
    (8,839
    )
    
    
    (380,168
    )Cash flows from financing activities:Preferred stock dividends paid
    
    
    (77,337
    )
    
    
    Proceeds from issuance of related party loans
    
    
    924,952
    
    
    
    1,780,500Repayment of related party loans
    
    
    (2,567,054
    )
    
    
    (422,576
    )Proceeds from issuance of notes payable
    
    
    570,070
    
    
    
    3,278,423Repayment of notes payable
    
    
    (791,613
    )
    
    
    (422,576
    )Repayment of lease obligation
    
    
    
    
    
    
    (1,620
    )Net cash (used in) provided by financing activities
    
    
    (1,940,982
    )
    
    
    4,212,151Net change in cash
    
    
    (1,404,258
    )
    
    
    (294,236
    )Cash and cash equivalents, beginning of the period
    
    
    2,035,620
    
    
    
    1,097,440Cash and cash equivalents, end of the period
    
    $
    631,362
    
    
    $
    803,204Supplemental disclosure of cash flow information:Cash paid during the year for:Income taxes
    
    $
    
    
    
    $
    Interest
    
    $
    548,975
    
    
    $
    273,625Supplemental disclosure of non-cash investing and financing activitiesPreferred stock dividends declared but not paid
    
    $
    77,338
    
    
    $
    76,488
   5




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(1) Nature of Organization and Summary of Significant Accounting Policies
 Organization and Basis of Presentation
  Principles of Consolidation
  Name of Subsidiary Ownership
 Name of Subsidiary
    
    OwnershipCCI Southeast, LLC (CCISE)
    
    
    100.00
    %Riverdale Carwash Lot 3A, LLC (Riverdale)
    
    
    100.00
    %AARD-Cypress Sound, LLC (Cypress Sound)
    
    
    51.00
    %AARD-TSD-CSK Firestone, LLC (Firestone)
    
    
    51.00
    %South Glen Eagles Drive, LLC (West Valley)
    
    
    51.00
    %119th and Ridgeview, LLC (Ridgeview)
    
    
    51.00
    %53rd and Baseline, LLC (Baseline)
    
    
    51.00
    %Hwy 278 and Hwy 170, LLC (Bluffton)
    
    
    51.00
    %State and 130th, LLC (American Fork)
    
    
    51.00
    %Clinton Keith and Hidden Springs, LLC (Murietta)
    
    
    51.00
    %Hwy 46 and Bluffton Pkwy, LLC (Bluffton 46)
    
    
    51.00
    %AARD Bader Family Dollar Flat Shoals, LLC (Flat Shoals)
    
    
    51.00
    %AARD Westminster OP7, LLC (Westminster OP7)
    
    
    51.00
    %Eagle Palm I, LLC (Eagle)
    
    
    51.00
    %AARD Econo Lube Stonegate, LLC (Econo Lube)
    
    
    51.00
    %AARD Bader Family Dollar MLK, LLC (MLK)
    
    
    51.00
    %AARD-Charmar Greeley, LLC (Starbucks)
    
    
    51.00
    %AARD-Charmar Greeley Firestone, LLC
    
    
    51.00
    %AARD 5020 Lloyd Expy, LLC (Evansville)
    
    
    51.00
    %AARD 2245 Main Street, LLC (Plainfield)
    
    
    51.00
    %AARD-Buckeye, LLC (Buckeye)
    
    
    51.00
    %AARD Esterra Mesa 1, LLC (Esterra Mesa 1)
    
    
    51.00
    %AARD Esterra Mesa 2, LLC (Esterra Mesa 2)
    
    
    51.00
    %AARD Esterra Mesa 3, LLC (Esterra Mesa 3)
    
    
    51.00
    %AARD Esterra Mesa 4, LLC (Esterra Mesa 4)
    
    
    51.00
    %AARD MDJ Goddard, LLC (Goddard)
    
    
    51.00
    %AARD Charmar Arlington Boston Pizza, LLC (Charmar Boston Pizza)
    
    
    51.00
    %L-S Corona Pointe, LLC (L-S Corona)
    
    
    50.01
    %AARD LECA LSS Lonestar LLC
    
    
    51.00
    %AARD LECA VL1 LLC
    
    
    51.00
    %AARD NOLA St claude LLC
    
    
    51.00
    %AARD ORFL FD Goldenrod LLC
    
    
    51.00
    %AARD SATX CHA LLC
    
    
    51.00
    %AARD JXFL UTC LLC
    
    
    51.00
    %
  6




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Revenue Recognition
    Use of Estimates
   Accounting Pronouncements
    (2) Current Development Projects
   7




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(3) Real Estate Held for Sale
   (4) Related Party Transactions
  GDBA
    
    
    BOCOInvestments
    
    
    Investments
    
    
    TotalSenior subordinated notes payable related parties
    
    $
    3,500,000
    
    
    $
    3,500,000
    
    
    $
    7,000,000Revolving Lines of Credit
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    12,000,000Accrued Interest
    
    
    263,548
    
    
    
    263,548
    
    
    
    527,096Senior subordinated revolving notes related parties
    
    $
    6,263,548
    
    
    $
    6,263,548
    
    
    $
    12,527,096
 GDBA Investments, LLLP
      8




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BOCO Investments, LLC
         9




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(5) Notes Receivable and Development Deposits
  (6) Property and Equipment
  Equipment
    
    $
    23,277Furniture and fixtures
    
    
    17,396Computers and related equipment
    
    
    35,414Software and intangibles
    
    
    91,964$
    168,051less accumulated depreciation and amortization
    
    
    (52,901
    )$
    115,150
  (7) Shareholders Equity
 Preferred Stock
  Series A Convertible Preferred Stock
  Common Stock
   10




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Stock Based Compensation
    Risk free interest rate
    
    
    4.61
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    62.69
    %
   Risk free interest rate
    
    
    4.48
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %
   Risk free interest rate
    
    
    4.54
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %
   11




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Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    WeightedAverage
    
    
    Remaining
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic
    
    
    Shares
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsicof Options
    
    
    Price
    
    
    Term
    
    
    Value
    
    
    Exercisable
    
    
    Price
    
    
    Term
    
    
    ValueBalance at
December 31, 2006
    
    
    385,000
    
    
    
    1.65
    
    
    
    4.9
    
    
    
    1,732,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Activity during 2007:Granted
    
    
    70,000
    
    
    
    2.08
    
    
    
    4.2
    
    
    
    
    
    
    
    96,250
    
    
    
    1.65
    
    
    
    3.9
    
    
    
    Expired/Cancelled
    
    
    (26,250
    )
    
    
    1.65
    
    
    
    3.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, at
December 31, 2007
    
    
    428,750
    
    
    
    1.72
    
    
    
    3.9
    
    
    
    
    
    
    
    96,250
    
    
    
    1.65
    
    
    
    3.9
    
    
    
    Activity during 2008:Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,750
    
    
    
    2.75
    
    
    
    3.9
    
    
    
    Expired/Cancelled
    
    
    (250,000
    )
    
    
    1.65
    
    
    
    3.6
    
    
    
    
    
    
    
    (62,500
    )
    
    
    1.65
    
    
    
    3.6
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, at
March 31, 2008
    
    
    178,750
    
    
    
    1.82
    
    
    
    3.8
    
    
    
    
    
    
    
    37,500
    
    
    
    1.76
    
    
    
    3.6
    
    
    
    
  12




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(8) Income Taxes
   Deferred tax assets:Impairment of asset
    
    $
    802,000Net operating loss and carry-forwards
    
    
    2,226,000Partnership income
    
    
    130,000Origination Fee Income
    
    
    (85,000
    )Fixed Assets
    
    
    (23,000
    )Other temporary differences
    
    
    (67,000
    )2,983,000Valuation Allowance
    
    
    (2,983,000
    )Total net deferred tax assets
    
    $
    
   (9) Minority Interests
  Balance
    
    
    Earnings allocated to
    
    
    Earnings disbursed/accrued for
    
    
    BalanceDecember 31, 2007
    
    
    Minority Interest
    
    
    Minority Interest
    
    
    March 31, 2008Cypress
    
    $
    4,594
    
    
    $
    
    
    
    $
    
    
    
    $
    4,594Total
    
    $
    4,594
    
    
    $
    
    
    
    $
    
    
    
    $
    4,594
  13




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(10) Concentration of Credit Risk for Cash
  (11) Notes Payable
 Vectra Bank Senior Credit Facility
    United Western Bank Senior Credit Facility
    14




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UnitedVectra
    
    
    Western
    
    
    TotalPrincipal
    
    $
    1,443,661
    
    
    $
    3,836,456
    
    
    $
    5,280,117Accrued interest
    
    
    87,372
    
    
    
    127,365
    
    
    
    214,737$
    1,531,033
    
    
    $
    3,963,821
    
    
    $
    5,494,854
 (12) Capital Lease Obligations
   2008
    
    $
    2,0792009
    
    
    2,7722010
    
    
    2,079$
    6,930less imputed interest
    
    
    55$
    6,875
  (13) Impairment of Assets
   (14) Restatement
   AsPreviously
    
    
    
    
    
    
    AsReported
    
    
    Adjustment
    
    

RestatedDeferred tax
asset
    
    $
    2,486,232
    
    
    $
    (2,486,232
    )
    
    $
    0Total assets
    
    $
    26,669,431
    
    
    $
    (2,486,232
    )
    
    $
    24,183,199Total
shareholders equity
    
    $
    816,561
    
    
    $
    (2,486,232
    )
    
    $
    (1,669,671
    )Net loss
    
    $
    (637,359
    )
    
    $
    (377,400
    )
    
    $
    (1,014,759
    )Basic and
diluted loss per common share
    
    $
    0.04
    
    
    $
    0.03
    
    
    $
    0.07
  15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
  Forward-Looking Statements
  Risk Factors
      
    
    our ability to find suitable real estate projects; and
    
    our ability to generate sufficient revenues from those projects.
  16




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
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations
to payments on our indebtedness if we do not maintain specified financial
ratios, thereby reducing the availability of our cash flow for other purposes;
or
    
    limit our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate, thereby placing us at a competitive
disadvantage compared to our competitors that may have less indebtedness.
  17




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
    
    incur additional indebtedness;
    
    make capital expenditures and other investments above a certain level;
    
    merge, consolidate or dispose of our assets or the capital stock or assets of any subsidiary;
    
    pay dividends, make distributions or redeem capital stock in certain circumstances;
    
    enter into transactions with our affiliates;
    
    grant liens on our assets or the assets of our subsidiaries; and
    
    make or repay intercompany loans.
     18




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19




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*
    
    actual or anticipated fluctuations in our operating results;*
    
    change in financial estimates by securities analysts or our failure to perform in line with such estimates;*
    
    changes in market valuations of other real estate oriented companies, particularly those that market
services such as ours;*
    
    announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships,
joint ventures or capital commitments;*
    
    introduction of technologies or product enhancements that reduce the need for our services;*
    
    the loss of one or more key customers; and*
    
    departures of key personnel.
  20




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Overview and History
    21




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Results of Operations
     22




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Liquidity and Capital Resources
       23




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Recently Issued Accounting Pronouncements
    Seasonality
  Critical Accounting Policies
    24




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21
    
    
    List of Subsidiaries31.1
    
    
    Certification of Chief Executive Officer/Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    
    Certification of Chief Executive Officer/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
   25




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ACROSS AMERICA REAL ESTATE CORP.Dated: April 15, 2008
    By:
    /s/ James W Creamer IIIJames W Creamer IIIPresident and Chief Executive Officer,
Chief Financial Officer, Treasurer  26




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Exhibit No.
    
    Description21
    
    
    List of Subsidiaries31.1
    
    
    Certification of Chief Executive Officer/Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    
    Certification of Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  27