US Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-QSB

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


                 For the Quarterly period ended September 30, 2005.
                                                ------------------

                        Commission File Number 000-50764
                                               ---------


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


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


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


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

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
 Yes [X] No [ ]

     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 November 8, 2005, registrant had outstanding 16,036,625 shares of the
registrant's common stock, and the aggregate market value of such shares held by
non-affiliates of the registrant (based upon the closing bid price of such
shares as listed on the OTC Bulletin Board on November 8, 2005) was
approximately $3,478,781.

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


<PAGE>


                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     Condensed consolidated balance sheet, September 30, 2005 (unaudited)..  3

     Condensed consolidated statements of operations, for the three
        months ended September 30, 2005 and 2004 and nine months
        ended September 30, 2005 and 2004 .................................  4

     Condensed consolidated statements of cash flows, nine months ended
       ended September 30, 2005 and 2004 (unaudited).......................  5

     Notes to unaudited condensed consolidated financial statements........  6

Item 2. Management's Discussion and Analysis and Plan of Operation......... 15

Item 3. Controls and Procedures............................................ 17

PART II.OTHER INFORMATION

Item 1. Legal Proceedings.................................................. 18

Item 2. Changes in Securities.............................................. 18

Item 3. Defaults Upon Senior Securities.................................... 18

Item 4. Submission of Matters to a Vote of Security Holders................ 18

Item 5. Other Information.................................................. 18

Item 6. Exhibits and Reports on Form 8-K................................... 18

Signatures................................................................. 19

                                        2
<PAGE>


PART I.  FINANCIAL INFORMATION

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


ITEM 1.  FINANCIAL STATEMENTS

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

September 30, 2005

                                     Assets
Cash ............................................................  $       --
Designated cash (Note 3) ........................................       785,668
Property and equipment, net of accumulated depreciation .........         9,072
Property held for sale (Note 2) .................................     2,125,656
Construction in progress (Note 2) ...............................     3,473,154
Land held for development (Note 2) ..............................     7,739,748
Land acquisition deposits .......................................       404,375
Other assets ....................................................        15,216
                                                                   ------------

                                                                   $ 14,552,889
                                                                   ============

                      Liabilities and Shareholders' Equity
Liabilities:
    Accounts payable ............................................  $     16,830
    Accrued liabilities .........................................       162,400
    Note payable (Note 4) .......................................     4,415,365
    Accrued interest payable (Note 4) ...........................        45,303
    Indebtedness to related party (Note 3) ......................     9,906,523
                                                                   ------------
                  Total liabilities .............................    14,546,421
                                                                   ------------

Minority interests in consolidated subsidiaries .................          --

Shareholders' equity:
    Preferred stock, $.10 par value; 1,000,000 shares authorized,
       -0- shares issued and outstanding ........................          --
    Common stock, $.001 par value; 50,000,000 shares authorized,
       16,036,625 shares issued and outstanding .................        16,037
    Additional paid-in capital ..................................       161,938
    Retained earnings ...........................................      (171,507)
                                                                   ------------
                  Total shareholders' equity ....................         6,468
                                                                   ------------

                                                                   $ 14,552,889
                                                                   ============

      See accompanying notes to condensed consolidated financial statements

                                        3
<PAGE>

<TABLE>
                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                     Three Months Ended                Nine Months Ended
                                                        September 30,                   September 30,
                                                ----------------------------    ----------------------------
                                                     2005           2004            2005            2004
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
Revenue:
    Sales ...................................   $    848,628    $  1,078,090    $    848,628    $  1,765,231
    Rental income ...........................         38,300           9,981          80,951          15,570
    Management fees .........................        256,490            --           256,490           6,866
                                                ------------    ------------    ------------    ------------
            Total revenue ...................      1,143,418       1,088,071       1,186,069       1,787,667
                                                ------------    ------------    ------------    ------------


Operating expenses:
    Cost of sales ...........................        848,613         828,714         848,613       1,446,270
    Selling, general and administrative .....        183,293          33,842         429,043          91,770
    Rent, related party (Note 3) ............           --               750            --             2,250
                                                ------------    ------------    ------------    ------------
            Total operating expenses ........      1,031,906         863,306       1,277,656       1,540,290
                                                ------------    ------------    ------------    ------------
            Income/(loss) from operations ...        111,512         224,765         (91,587)        247,377

Non-operating income:
    Interest income .........................           --               153            --               599
    Interest expense ........................        (58,921)           --          (101,968)          --
                                                ------------    ------------    ------------    ------------
            Income/(loss) before income taxes
               and minority interest ........         52,591         224,918        (193,555)        247,976

Income tax provision (Note 5) ...............           --           (18,752)           --           (18,752)
                                                ------------    ------------    ------------    ------------
            Income/(loss) before
               minority interest ............         52,591         206,166        (193,555)        229,224

Minority interest in income of
    consolidated subsidiaries ...............         (2,498)       (129,678)           --          (144,713)
                                                ------------    ------------    ------------    ------------

                  Net income/(loss) .........   $     50,093    $     76,488    $   (193,555)   $     84,511
                                                ============    ============    ============    ============

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

Basic and diluted weighted average common
    shares outstanding ......................     16,036,625      16,036,625      16,036,625      16,036,625
                                                ============    ============    ============    ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                        4
<PAGE>

<TABLE>
                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,
                                                               ----------------------------
                                                                   2005            2004
                                                               ------------    ------------
<S>                                                            <C>             <C>
                      Net cash provided by (used in)
                         operating activities ..............   $     18,765    $     11,427
                                                               ------------    ------------

Cash flows from investing activities:
    Payments for deposits ..................................         (4,146)           --
    Restricted cash held in escrow .........................       (785,668)           --
    Payments for land and construction in progress .........    (10,799,218)       (505,654)
                                                               ------------    ------------
                      Net cash used in
                         investing activities ..............    (11,589,032)       (505,654)
                                                               ------------    ------------

Cash flows from financing activities:
    Proceeds from note payable (Note 4) ....................      4,415,365            --
    Proceeds from related party loans (Note 3) .............      7,651,641         505,654
    Payments on related party loans (Note 3) ...............     (1,024,129)           --
                                                               ------------    ------------
                      Net cash provided by
                         financing activities ..............     11,042,877         505,654
                                                               ------------    ------------

                         Net change in cash ................       (527,390)         11,427

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

Cash, end of period ........................................   $       --      $    171,604
                                                               ============    ============

Supplemental disclosure of cash flow information:
    Income taxes ...........................................   $       --      $       --
                                                               ============    ============
    Interest ...............................................   $       --      $       --
                                                               ============    ============
</TABLE>



      See accompanying notes to condensed consolidated financial statements

                                        5
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(1)  Nature of Business and Presentation

Basis of Presentation

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

The accompanying condensed consolidated financial statements include the
accounts of Across America Real Estate Corp. and the following subsidiaries:

     Name of Subsidiary                                          Ownership
     ------------------                                          ---------
     CCI Southest, 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%
     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%
     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.

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

Interim financial data presented herein are unaudited.

                                        6
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Nature of Business

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

(2)  Real Estate Development Projects

Following is a schedule of the Company's real estate development projects as of
September 30, 2005:

                                          Property                  Land held
                                            held       Construction     for
Name of Subsidiary                        for Sale     in Progress  Development
                                          ----------   ----------   ----------
L-S Corona .............................. $     --     $1,490,539   $1,656,341
Riverdale ...............................  2,125,656         --           --
Ridgeview ...............................       --        184,961    1,651,541
Cypress Sound ...........................       --         88,255    1,473,056
Stonegate ...............................       --      1,033,594      798,284
Olive Branch ............................       --        306,238      649,446
Belle Creek .............................       --           --           --
Bluffton ................................       --         57,276      499,373
American Fork ...........................       --         46,304      558,377
Firestone ...............................       --        144,852      453,330
Other projects in preliminary development       --        121,135
                                          ----------   ----------   ----------
                                          $2,125,656   $3,473,154   $7,739,748
                                          ==========   ==========   ==========

L-S Corona

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

                                        7
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


The Company arranged a construction loan from GDBA and financing from Vectra
Bank (see Note 4) to fund the construction of the restaurant. The GDBA
construction loan carries the same terms as the Agreement to Fund (see Note 3).
As of September 30, 2005, L-S Corona has received construction loan proceeds of
$3,013,648 and has disbursed $3,004,737 for the development of the restaurant
project. Accrued interest on the loan totaled $166,610 at September 30, 2005.
The total balance incurred on the project of $3,146,880 has been capitalized as
construction in progress in the accompanying condensed consolidated financial
statements.

Riverdale

On October 1, 2004, the Company entered into an arrangement with S&O
Development, LLC ("S&O"), an unaffiliated builder and developer of commercial
property. The Company and S&O developed an express tunnel carwash located in
Littleton, Colorado at a cost of $2,125,656. The parties formed a limited
liability company for the development of the identified property. The name of
the limited liability company is Riverdale Carwash Lot3A, LLC ("Riverdale").
At that time S&O owned 49.9% of the LLC and AARD owned 50.1% of the LLC.

The Company arranged a construction loan from GDBA to fund the construction of
the carwash. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of September 30, 2005, Riverdale has received construction
loan proceeds of $2,023,403 and has disbursed $2,023,403 for the development of
the carwash project. Accrued interest on the loan totaled $133,892 at September
30, 2005. The total balance incurred on the project of $2,125,656 was originally
capitalized as construction in progress. During the three months ended June 30,
2005, Riverdale completed construction of the carwash. As a result, the Company
has reclassified the project from construction in progress to property held for
sale in the accompanying consolidated financial statements.

On August 19, 2005 S&O assigned all of their ownership interest in Riverdale
Carwash Lot3A, LLC to Across America Real Estate Corp. Upon execution of this
agreement S&O received final payment for their ownership interest. Through this
transaction, AARD became 100% owner of the LLC.

On August 23, 2005 Riverdale Carwash Lot3A, LLC entered into a loan agreement
with Vectra Bank in the amount of $1,192,415. (see Note 4) Accrued interest on
the loan totaled $7,537 as of September 30, 2005.

                                        8
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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 119th and Ridgeview LLC ("Ridgeview"). ADG owns 49% of the
LLC and AARD owns 51% of the LLC. The parties will allocate the profits from the
proceeds of the sale of the project after all development and construction costs
and interest and fee expenses are paid and settled. The Company will receive the
first $250,000 of profit; ADG will receive the next $250,000 of profit; then the
entities will divide the remainder based upon a 50/50 profit split.

The Company arranged a construction loan from GDBA to fund the construction of
the project. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of September 30, 2005, Ridgeview has received construction
loan proceeds of $1,767,395 and has disbursed $1,767,395 for the development of
the project. Accrued interest on the loan totaled $60,847 at September 30, 2005.
The total balance incurred on the project of $1,836,502 has been capitalized as
construction in progress in the accompanying condensed consolidated financial
statements.

Cypress Sound

On March 22, 2005, the Company entered into an arrangement with Mr. Daniel S.
Harper ("Harper"), an unaffiliated builder and developer of commercial property.
The Company and 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 the LLC and AARD owns 51% of the LLC. The parties
will allocate the profits from the proceeds of the sale of the project equally
after all development and construction costs and interest and fee expenses are
paid and settled.

The Company arranged a construction loan from GDBA to fund the construction of
the project. The construction loan carries the same terms as the Agreement to
Fund (see Note 3). As of September 30, 2005, Cypress Sound has received
construction loan proceeds of $1,472,956 and has disbursed $1,472,956 for the
development of the project. Accrued interest on the loan totaled $77,998 at
September 30, 2005. The total balance incurred on the project of $1,561,311 has
been capitalized as construction in progress in the accompanying condensed
consolidated financial statements.

Stonegate

On May 20, 2005, the Company (through its 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 will develop a car wash facility located in Parker,
Colorado.

In August 2005, the Company amended the Operating Agreement of AARD-Stonegate,
LLC., giving Castle 49% membership interest in the LLC, retaining 51% membership
interest for the Company. Under the terms of the amended agreement, the Company
will receive the first $150,000; Castle will receive the next $150,000 of
profit; then the entities will divide the remainder based on a 50/50 profit
split.

The Company arranged a construction loan from GDBA and financing from Vectra
Bank (see Note 4) to fund the construction of a car wash. The GDBA construction
loan carries the same terms as the Agreement to Fund (see Note 3). As of
September 30, 2005, Stonegate has received construction loan proceeds of
$1,811,033 and has and disbursed $1,811,033 for the development of the project.
Accrued interest on the loans totaled $33,009 at September 30, 2005. The total
balance incurred on the project of $1,831,878 has been capitalized as
construction in progress in the accompanying condensed consolidated financial
statements.

                                        9
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Olive Branch

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

The Company arranged a construction loan from GDBA and financing from Vectra
Bank (see Note 4) to fund the construction of the restaurant. The GDBA
construction loan carries the same terms as the Agreement to Fund (see Note 3).
As of September 30, 2005, Olive Branch has received construction loan proceeds
of $981,516 and has disbursed $898,254 for the development of the restaurant.
Accrued interest on the loans totaled $59,146 at September 30, 2005. The total
balance incurred on the project of $955,684 has been capitalized as construction
in progress in the accompanying condensed consolidated financial statements.

Belle Creek

On February 8, 2005, the Company (through its wholly-owned subsidiary, Belle
Creek) entered into an arrangement with Mercury Car Wash, Inc. ("Mercury"), an
affiliated builder and developer of automated car washes at the time of the
purchase of the property. The property is located in Commerce City, Colorado.
The Company intended to develop a tunnel car wash but construction was never
begun. On September 14, 2005 GDBA Investments sold its equity interest in
Mercury Car Wash Inc. On September 15, 2005 the Company sold the property to
Mercury Car Wash Inc. as a non-related party and recognized $848,628 in revenue
and $848,613 in cost of sales.

Bluffton

On June 14, 2005, the Company (through its subsidiary, Hwy 278 & Hwy 170, LLC,
"Bluffton") entered into an arrangement with Automotive Development Group, LLC.
("ADG"), an unaffiliated builder and developer of Grease Monkey automotive
stores. The Company intends to develop a Grease Monkey located in Bluffton,
South Carolina. All profits will be allocated to the Company from the proceeds
of the sale of the project after all development and construction costs and
interest and fee expenses are paid and settled.

The Company arranged a construction loan from GDBA to fund the construction of
an automotive store. The construction loan carries the same terms as the
Agreement to Fund (see Note 3). As of September 30, 2005, Bluffton has received
construction loan proceeds of $550,600 and has disbursed $550,600 for the
development of the automotive store. Accrued interest on the loan totaled $5,315
at September 30, 2005. The total balance incurred on the project of $556,649 has
been capitalized as construction in progress in the accompanying condensed
consolidated financial statements.

                                       10
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

American Fork

On June 14, 2005, the Company (through its subsidiary, State & 130th, LLC,
"American Fork") entered into an arrangement with Automotive Development Group,
LLC. ("ADG"), an unaffiliated builder and developer of Grease Monkey automotive
stores. The Company intends to develop a Grease Monkey located in American Fork,
Utah. All profits will be allocated to the Company from the proceeds of the sale
of the project after all development and construction costs and interest and fee
expenses are paid and settled.

The Company arranged a construction loan from GDBA to fund the construction of
the automotive store. The construction loan carries the same terms as the
Agreement to Fund (see Note 3). As of September 30, 2005, American Fork has
received construction loan proceeds of $587,556 and has disbursed $587,556 for
the development of the automotive store. Accrued interest on the loan totaled
$6,214 at September 30, 2005. The total balance incurred on the project of
$604,681 has been capitalized as construction in progress in the accompanying
condensed consolidated financial statements.

Firestone

On March 9, 2005, the Company (through its subsidiary, AARD-TSD-CSK Firestone,
LLC, "Firestone") entered into an arrangement with Trail Star Development, LLC.
("Trail Star"), an unaffiliated builder and developer of Checker Auto Parts
automotive stores. The Company intends to develop a Checker Auto Parts located
in Firestone, Colorado. Trail Star owns 49% of the LLC and AARD owns 51% of the
LLC. The parties will allocate the profits from the proceeds of the sale of the
project evenly, after all development and construction costs and interest and
fee expenses are paid and settled.

The Company arranged a construction loan from GDBA and financing from Vectra
Bank (see Note 4) to fund the construction of a Checker Auto Parts store. The
GDBA construction loan carries the same terms as the Agreement to Fund (see Note
3). As of September 30, 2005, the Firestone LLC has received construction loan
proceeds of $582,777 and has disbursed $582,777 for the development of the
automotive store. Accrued interest on the loans totaled $14,148 at September 30,
2005. The total balance incurred on the project of $598,182 has been capitalized
as construction in progress in the accompanying condensed consolidated financial
statements.

(3)  Related Party Transactions

Office Lease

The Company signed a noncancellable operating lease to rent office space from
GDBA, its majority shareholder. The term of the lease commenced June 1, 2003 and
expired December 31, 2004. Payments required under the operating lease were $250
per month. As of June 30, 2005, the Company owed the shareholder $4,750 for
unpaid lease payments. This balance is included in the accompanying consolidated
financial statements as "Indebtedness to related party".

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

                                       11
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Agreement to Fund

On November 26, 2004, AARD and GDBA entered into a three-year "Agreement to
Fund" the Company's real estate projects. Under the agreement, the Company could
borrow up to $7,000,000 for its real estate projects. On June 2, 2005, the
parties amended the agreement to allow AARD to borrow up to $10 million. Each
loan is secured only by the properties against which the loans are made. The
Company has not provided any loan guarantees. The interest rate on the loans and
other terms are negotiated with each loan transaction based on the then current
market rates. GDBA has also agreed, if necessary, to assist the Company with
obtaining additional capital over and above the $10,000,000, up to an additional
maximum amount of $18,000,000 from an institutional lender of construction
financing by co-signing on the Company's behalf. This additional amount would be
available for the three years of the agreement and after depletion of the
original $10,000,000 under the Agreement to Fund. As of September 30, 2005, the
Company owed GDBA a total of $9,362,058 for the following projects:

<TABLE>
<CAPTION>
                                   Outstanding                                 Outstanding
                                     Debt at                                      Debt at
                                  December 31,                                  September 30,
Project                               2004        Proceeds       Repayments        2005
                                   -----------   -----------    -----------    -----------
<S>                                <C>           <C>            <C>            <C>
L-S Corona .....................   $ 1,693,841   $   925,033    $(1,215,042)   $ 1,403,832
Riverdale ......................     1,305,451       717,951     (1,192,415)       830,987
Ridgeview ......................          --       1,767,395           --        1,767,395
Cypress Sound ..................          --       1,472,956           --        1,472,956
Stonegate ......................          --       1,173,669       (259,850)       913,819
Olive Branch ...................          --         981,516       (470,444)       511,072
Bluffton .......................          --         550,600           --          550,600
American Fork ..................          --         587,556           --          587,556
Firestone ......................          --         582,777       (245,476)       337,301
Funds to support future projects       165,000       821,540           --          986,540
                                   -----------   -----------    -----------    -----------
                                   $ 3,164,292   $ 9,580,993    $(3,383,227)   $ 9,362,058
                                   ===========   ===========    ===========    ===========
</TABLE>

Accrued interest payable on the debt totaled $539,715 at September 30, 2005.


Designated Cash

As of September 30, 2005, the Company held $785,668 in cash designated for the
acquisition and development of current and future real estate development
projects.

(4)      Note Payable

On April 25, 2005, the Company received a $10 million financing commitment under
a Credit Agreement from Vectra Bank of Colorado ("Vectra Bank"). This commitment
permits the Company to fund construction notes for build-to-suit real estate
projects for national and regional chain retailers. The financing is provided
through a series of promissory notes. A separate 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 allowable extension not to exceed 6 months,
subject to approval. Interest is funded from an interest reserve established
with each construction loan. Each loan is for an amount, determined by Vectra
Bank, not to exceed the lesser of 75% of the appraised value of the Real

                                       12
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Property under the Approved Appraisal for the Project or 75% of the Project
Costs. The Company must provide the remaining costs. Principal on each note is
due at maturity, with no prepayment penalty. Vectra Bank retains a First Deed of
Trust on each property financed and has the personal guarantees of GDBA and its
owners.

As of September 30, 2005 the Company's subsidiaries have received proceeds of
$3,222,950 through this credit facility. Accrued interest on the loans totaled
$37,766. When the senior debit facility was utilized for each project, GDBA was
reimbursed total funds that had been advanced in excess of the 25% equity
requirement in accordance with Agreement To Fund (see Note 3). Through September
30, 2005 GDBA has been reimbursed $2,190,812 for such advances.

On August 23, 2005 the Company received a 1,192,415 financing commitment under a
loan agreement from Vectra Bank for the Company's Riverdale project. The note
was issued with an 18 month term maturing February 23, 2007. As of September 30,
2005 the accrued interest on the loan totaled $7,537. The funds received were
used to pay down the GDBA loan.

                            Outstanding       Outstanding       Outstanding
                             Proceeds           Interest           Debt at
                            September 30,     September 30,     September 30,
       Project                  2005             2005               2005
                            ----------        ----------        ----------
L-S Corona ..............   $1,609,816        $   27,835        $1,637,651
Stonegate ...............      897,214             1,532           898,746
Olive Branch ............      470,444             8,230           478,674
Firestone ...............      245,476               169           245,645
                            ----------        ----------        ----------
                            $3,222,950        $   37,766        $3,260,716
                            ----------        ----------        ----------
Riverdale ...............    1,192,415             7,537         1,199,952
                            ----------        ----------        ----------
                            $4,415,365        $   45,303        $4,460,668
                            ==========        ==========        ==========

(5)  Income Taxes

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

                                                            Nine Months
                                                               Ended
                                                            September 30,
                                                                2005
                                                            ------------
     U.S. Federal statutory graduated rate...............        29.93%
     State income tax rate,
       net of federal benefit............................         3.24%
     Net operating loss for which no tax
       benefit is currently available....................       -33.17%
                                                            ------------
                                                                  0.00%
                                                            ============


At September 30, 2005, deferred tax assets consisted of a net tax asset of
$64,203, due to operating loss carryforwards of $193,555 which was fully allowed
for, in the valuation allowance of $64,203. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of recovery. The change
in the valuation allowance for the nine months ended September 30, 2005 totaled
$64,203. The current tax benefit also totaled $64,203 for the nine months ended
September 30, 2005. The net operating loss carryforward expires through the year
2025.

                                       13
<PAGE>

                        ACROSS AMERICA REAL ESTATE CORP.
             (formerly Across America Real Estate Development Corp.)
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


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


(6)  Concentration of Credit Risk for Cash

The Company has concentrated its credit risk for cash by maintaining deposits in
financial institutions, which may at times exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
("FDIC"). The loss that would have resulted from that risk totaled $451,224 at
September 30, 2005, for the excess of the deposit liabilities reported by the
financial institution over the amount that would have been covered by FDIC. The
Company has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk to cash.

                                       14
<PAGE>


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

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

Forward-Looking Statements

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

Overview and History

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

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

     Our principal business address is 1440 Blake Street, Suite 330, Denver,
Colorado 80202. We are in the business of financing built-to-suit real estate
projects for specific retailers who sign long-term leases for use of the
property.

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

Results of Operations

     We had a total of $1,143,418 in revenues for the three months ended
September 30, 2005, compared to $1,088,071 revenues for the three months ended
September 30, 2004. For the nine months ended September 30, 2005, we had total
revenues of $1,186,069. We had $1,787,667 for the nine months ended September
30, 2004. The principal sources of our revenues in the period ended September
30, 2005 was the sale of a real estate project and the collection of management
fees related to our real estate projects.

     Specifically, in July, 2005, our wholly-owned subsidiary, AARD-Belle Creek
LLC, sold its interest in 1.09 acres to Mercury Carwash, Inc. for a sale price
of $848,628. Mercury Carwash, Inc. also returned $220,602 to us in earnest money
deposits and accrued interest on seven other car wash sites.

                                       15
<PAGE>

     Our total operating expenses for the three months ended September 30, 2005
were $1,031,906. Our total operating expenses for the three months ended
September 30, 2004 were $$863,306. For the nine months ended September 30, 2005,
we had total operating expenses of $1,277,656. We had $1,540,290 in total
operating expenses for the nine months ended September 30, 2004. The major
components of operating expenses are cost of sales, salaries, payroll taxes and
professional fees. Operating expenses include all direct costs incurred in our
operations. The difference between our gross revenues and total operating
expenses is our income (loss) before income taxes.

     We had net income of $50,093 for the three months ended September 30, 2005,
compared to net income of $76,488 for the three months ended September 30, 2004.
Overall, we had a net loss for the nine months ended September 30, 2005 of
$193,555. We had net income of $84,511 for the nine months ended September 30,
2004.

     We generated revenues from the sale of our real estate development projects
during this past fiscal quarter. This is the first revenue from sales of
projects during this fiscal year. During this fiscal year, we have also
generated revenues from rental income and management fees. However, the revenue
from rental income and management fees do not yet cover our overhead expenses.
In order to be profitable for the foreseeable future, we must generate revenue
from the sales of real estate projects.

     As of the date of this filing, we have thirteen real estate projects in
various stages of development. We plan to close some of these projects before
the end of our fiscal year. If we can close enough projects before the end of
our fiscal year, we will be profitable. It is too early to know whether or not
we will be profitable this fiscal year.

     We continue to actively seek additional projects but cannot guarantee that
these activities may result in additional revenues.

Liquidity and Capital Resources

     Cash at September 30, 2005 was $ -0- compared to cash at September 30, 2004
of $171,604. We customarily keep approximately $150,000 in cash on hand.
However, the lack of cash at September 30, 2005 represented a timing issue.

     Our net cash provided by operating activities was $18,765 for the nine
months ended September 30, 2005. Our net cash provided by operating activities
was $11,427 for the nine months ended September 30, 2004.

     Our net cash used in investing activities was $11,589,032 for the nine
months ended September 30, 2005. We used $505,654 for the nine months ended
September 30, 2005. The cash used for investing activities was related entirely
to investments in our ongoing real estate projects.

     Our net cash provided by financing activities was $11,042,877 for the nine
months ended September 30, 2005. Our net cash provided by financing activities
$505,654 for the nine months ended September 30, 2004. The principal amount of
financing was used to fund our real estate projects under our loan agreement
with GDBA, our largest shareholder. In addition, we also used bank funding under
our line of credit and loan.

     We were profitable for our most recent fiscal quarter but not for our
fiscal year to date. The difference between profit and loss for us is in our
ability to develop and sell real estate projects. If we succeed in this effort
and generate sufficient revenues, we can become profitable. We cannot guarantee
that we will continue to be profitable

     Nevertheless, we continue to attempt to operate with minimal overhead. Our
primary activity continues to be to develop a revenue stream through various
real estate projects.

                                       16
<PAGE>

     We feel that we have inadequate working capital to pursue any business
opportunities other than seeking real estate projects in accordance with our
business plan. We do not intend to pay dividends in the foreseeable future.
Otherwise, we have made no current capital or purchase commitments.

Recently Issued Accounting Pronouncements

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

Seasonality

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

Critical Accounting Policies

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

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


ITEM 3. CONTROLS AND PROCEDURES

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

                                       17
<PAGE>

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

     We held our Annual Shareholders Meeting on July, 19th, 2005. At the meeting
93.9% of the outstanding shares were represented in person or by proxy.

         The results of the Shareholders Meeting are as follows:

o    Alexander V. Lagerborg, Charles J. Berling, Eric Balzer, and Daniel J.
     Wilhelm were elected to the Board of Directors, each to hold office until
     the 2006 annual meeting and until his successor is elected and qualified.

o    Vote was passed to change corporate name from Across America Real Estate
     Development to Across America Real Estate Corp. Despite the name change,
     the trading symbol, AARD.OB, will remain the same.

o    Order was ratified for Cordovano & Honeck, LLP, CPA's as auditors for
     fiscal year ending December 31st, 2005

ITEM 5. OTHER INFORMATION

         Not Applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits
         --------

31.1 Certification of Chief Executive Officer pursuant to Rule
     13a-14(a)/15(d)-14(a)

31.2 Certification of Chief Financial Officer pursuant to Rule
     13a-14(a)/15(d)-14(a)

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K
-------------------
         We filed the following Forms 8-K during the fiscal quarter: July 13,
2005, relating to the appointment of our new Chief Financial Officer; July 28,
2005, relating to the results of our Annual Meeting; and September 23, 2005,
with an amended filing on September 27th, relating to our sale of a property.

                                       18
<PAGE>


                                   SIGNATURES

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


                                   ACROSS AMERICA REAL ESTATE CORP.



Dated: November 14, 2005             By: /s/  Alexander V. Lagerborg
      ------------------                   ---------------------------
                                            Alexander V. Lagerborg
                                            President, Chief Executive Officer,
                                            and Director


Dated: November 14, 2005             By:  /s/  James W. Creamer, III
       -----------------                   ---------------------------
                                             James W. Creamer, III
                                             Vice President,
                                             Treasurer, Chief Financial Officer

                                       19