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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
(Amendment No. 1)
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    ANNUAL REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT COMPANY ACT OF 1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR FISCAL YEAR ENDED DECEMBER 31, 2006
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 811-6268
 SBM CERTIFICATE COMPANY
  MARYLAND
    
    52 -2250397(State or other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 7315 WISCONSIN AVENUE, SUITE 1250 WEST
BETHESDA, MARYLAND 20814
 301-656-4200
 
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  Documents Incorporated By Reference




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EXPLANATORY NOTE




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ITEM 15.
    
    Exhibits, Financial Statement Schedules
 a. Documents Filed as Part of this Report
 Financial Statement Schedules.
 b. Exhibits
  Number
    
    Description(3)(a)
    
    Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit(3)(a) of Post-effective Amendment No. 11 to Registration Statement No.
33-38066 filed on September 28, 2000).(3)(a)(i)
    
    Certificate of Correction of Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit(3)(a) of Post-effective Amendment No. 13 to
Registration Statement No. 33-38066 filed on January 2, 2001).(3)(b)
    
    By-Laws of the Registrant (incorporated by reference to Exhibit(3)(b) of
Post-effective Amendment No. 11 to Registration Statement No. 33-38066 filed on
September 28, 2000).(4)(a)
    
    Form of Application(4)(b)
    
    Form of Account Statement(10)(a)
    
    Administrative Services Agreement by and between the Registrant and SBM Financial
Group, LLC.(10)(b)
    
    Custody Agreement, as amended and supplemented, by and between the Registrant (as
successor to SBM Certificate Company (Minnesota)) and First Trust National
Association (now U.S. Bank Trust N.A.) (incorporated by reference to Exhibit 10(b)
to Form S-1 Registration Statement No. 33-38066 filed on January 2, 1991).10(c)
    
    Investment Advisory Agreement by and between the Registrant and SBM Financial, LLC.(21)
    
    Subsidiaries(31.1)
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as amended.(31.2)
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as amended.(31.3)
    
    Certification of Chief Accounting Officer pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934, as amended.(32.1)
    
    Certification of Chief Executive Officer pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002.(32.2)
    
    Certification of Chief Financial Officer pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002.(32.3)
    
    Certification of Chief Accounting Officer pursuant to Section 906 of The
Sarbanes-Oxley Act of 2002.




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SIGNATURES
  May 2, 2008
 SBM Certificate CompanyBy:
    /s/ Eric M. WestburyEric M. WestburyChief Executive Officer  Date: May 2, 2008
    /s/ Eric M. WestburyEric M. WestburyPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 2, 2008
    /s/ William M. BakerWilliam M. BakerChief Financial Officer
(Principal Financial Officer)Date: May 2, 2008
    /s/ Sherry KeenanSherry KeenanChief Accounting Officer
(Principal Accounting Officer)Date: May 2, 2008
    /s/ Kumar BarveKumar BarveDirectorDate: May 2, 2008
    /s/ Nancy HopkinsonNancy HopkinsonDirectorDate: May 2, 2008
    /s/ Brian MurphyBrian MurphyDirectorDate: May 2, 2008
    /s/ Marialice B. WilliamsMarialice B. WilliamsDirector