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|                                     |   |                       |
|------------------------------------------|--------|----------------------------|
| Colorado                                 |   | 20-0003432                 |
| (State or other jurisdiction             |   | (IRS Employer File Number) |
| of incorporation)                        |   |                       |
|                                     |   |                       |
| 1621 18th Street, Suite 250              |   |                       |
| Denver, Colorado                         |   | 80202                      |
| (Address of principal executive offices) |   | (zip code)                 |

|                      |   |                |   |                    |   |                             |
|---------------------------|--------|---------------------|--------|-------------------------|--------|----------------------------------|
| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer o |   | Smaller Reporting Company þ |

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| (a) |   | (1) FINANCIAL STATEMENTS(2) SCHEDULES(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents: |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|        |   |                                                                                                                                                                             |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| EXHIBIT NO. |   | DESCRIPTION                                                                                                                                                                      |
|        |   |                                                                                                                                                                             |
| 3.1 *       |   | Articles of Incorporation, filed under cover of Form 10-SB, 4/14/04.                                                                                                        |
|        |   |                                                                                                                                                                             |
| 3.2 *       |   | Bylaws, filed under cover of Form 10-SB, 4/14/04.                                                                                                                           |
|        |   |                                                                                                                                                                             |
| 3.3*        |   | Articles of Amendment to Articles of Incorporation, filed under cover of Form 10-SB, 4/14/04.                                                                               |
|        |   |                                                                                                                                                                             |
| 3.4*        |   | Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 7/13/05.                                                                                 |
|        |   |                                                                                                                                                                             |
| 3.5*        |   | Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 10/27/06                                                                                 |
|        |   |                                                                                                                                                                             |
| 3.6*        |   | Articles of Amendment to Articles of Incorporation; filed under cover of Form 8-K, 07/07/08                                                                                 |
|        |   |                                                                                                                                                                             |
| 4.1*        |   | Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 03/03/09                                                                                                   |
|        |   |                                                                                                                                                                             |
| 4.2*        |   | Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 04/06/09                                                                                                   |
|        |   |                                                                                                                                                                             |
| 4.3*        |   | Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 05/05/09                                                                                                   |
|        |   |                                                                                                                                                                             |
| 4.4*        |   | Warrant for BOCO Investments, LLC, filed under cover of Form 8-K 05/05/09                                                                                                   |
|        |   |                                                                                                                                                                             |
| 4.5*        |   | Warrant for BOCO Investments, LLC, filed under cover of Form 10-Q 9/30/09                                                                                                   |
|        |   |                                                                                                                                                                             |
| 10.1*       |   | Loan Financing Agreement with GDBA Investments, LLLP, filed under cover of Form 10-SB, 4/14/04.                                                                             |
|        |   |                                                                                                                                                                             |
| 10.2*       |   | Construction Land Acquisition Loan Agreement with Cross Country Properties II, LLC, filed under cover of Form 10-SB, 4/14/04.                                               |
|        |   |                                                                                                                                                                             |
| 10.3*       |   | Construction Land Acquisition Loan Agreement with Cross Country Properties III, LLC, filed under cover of Form 10-SB, 4/14/04.                                              |
|        |   |                                                                                                                                                                             |
| 10.4**      |   | Lease Agreement between Moody Group, LLC and Family Dollar Stores of Georgia, Inc., filed under cover of amended Form 10-SB, 9/21/04.                                       |
|        |   |                                                                                                                                                                             |
| 10.5*       |   | Lease Agreement between Cross Country Properties III, LLC and Advance Auto Stores Company, filed under cover of amended Form 10-SB, 9/21/04.                                |
|        |   |                                                                                                                                                                             |
| 10.6*       |   | Agreement between GDBA RE One, LLC (“Seller”) and Alexander V. Lagerborg, filed under cover of amended Form 10-SB, 9/21/04.                                     |
|        |   |                                                                                                                                                                             |
| 10.7*       |   | Letter of Intent dated July 1,2004 between Across America Real Estate Development Corp. and Carwash Management, Inc, filed under cover of amended Form 10-58, 9/21/04. |
|        |   |                                                                                                                                                                             |
| 10.8*       |   | Joint Development Agreement; filed under cover of Form 8-K, 10/06/04                                                                                                        |
|        |   |                                                                                                                                                                             |
| 10.9*       |   | Agreement to Fund with GDBA Investments, LLLP; filed under cover of Form 8-K, 12/01/04                                                                                      |
|        |   |                                                                                                                                                                             |
| 10.10 *     |   | Senior Credit Facility with Vectra Bank; filed under cover of Form 8-K, 4/28/05                                                                                             |
|        |   |                                                                                                                                                                             |
| 10.11*      |   | Securities Purchase Agreement filed under cover of Form 8-K, 10/04/06                                                                                                       |
|        |   |                                                                                                                                                                             |
| 10.12*      |   | Subordinated Note, GDBA; filed under cover of Form 8-K, 10/04/06                                                                                                            |
|        |   |                                                                                                                                                                             |
| 10.13*      |   | Subordinated Note, BOCO; filed under cover of Form 8-K, 10/04/06                                                                                                            |
|        |   |                                                                                                                                                                             |
| 10.14*      |   | Shareholders Agreement; filed under cover of Form 8-K, 10/04/06                                                                                                             |
|        |   |                                                                                                                                                                             |
| 10.15*      |   | Registration Rights Agreement; filed under cover of Form 8-K, 10/04/06                                                                                                      |
|        |   |                                                                                                                                                                             |
| 10.16*      |   | Revolving Note, GDBA; filed under cover of Form 8-K, 10/04/06                                                                                                               |
|        |   |                                                                                                                                                                             |
| 10.17*      |   | Revolving Note, BOCO filed under cover of Form 8-K, 10/04/06                                                                                                                |
|        |   |                                                                                                                                                                             |
| 10.18 *     |   | Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/07                                                                                          |
|        |   |                                                                                                                                                                             |
| 10.19 *     |   | Amendment to Senior Subordinated Note, BOCO filed under cover of Form 10Q, 8/14/07                                                                                          |
|        |   |                                                                                                                                                                             |
| 10.20 *     |   | Amendment to Revolving Note, BOCO filed under cover of Form 10Q, 8/14/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.21 *     |   | Amendment to Revolving Note, GDBA filed under cover of Form 10Q, 8/14/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.22 *     |   | Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/07                                                                                          |
|        |   |                                                                                                                                                                             |
| 10.23 *     |   | Amendment to Senior Subordinated Note, GDBA filed under cover of Form 10Q, 8/14/07                                                                                          |
|        |   |                                                                                                                                                                             |
| 10.24 *     |   | Amendment to Revolving Note, GDBA filed under cover of Form 10Q, 8/14/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.25 *     |   | Amendment to Revolving Note, BOCO filed under cover of Form 10Q, 8/14/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.26 *     |   | Amendment to Subordinated Note, GDBA filed under cover of Form 8K, 10/31/07                                                                                                 |
|        |   |                                                                                                                                                                             |
| 10.27 *     |   | Amendment to Revolving Note, GDBA filed under cover of Form 8K, 10/31/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.28 *     |   | Amendment to Subordinated Note, BOCO filed under cover of Form 8K, 10/31/07                                                                                                 |
|        |   |                                                                                                                                                                             |
| 10.29 *     |   | Amendment to Revolving Note, BOCO filed under cover of Form 8K, 12/21/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.30 *     |   | Amendment to Revolving Note, GDBA filed under cover of Form 8K, 12/21/07                                                                                                    |
|        |   |                                                                                                                                                                             |
| 10.31 *     |   | Securities Exchange Agreement with BOCO, filed under cover of Form 8K, 07/07/08                                                                                             |
|        |   |                                                                                                                                                                             |
| 10.32 *     |   | Securities Exchange Agreement with GDBA, filed under cover of Form 8K, 07/07/08                                                                                             |
|        |   |                                                                                                                                                                             |
| 10.33 *     |   | Securities Exchange Agreement with J. Zimlich, filed under cover of Form 8K, 07/07/08                                                                                       |
|        |   |                                                                                                                                                                             |
| 10.34*      |   | Revolving Note with BOCO, filed under cover of Form 8K, 07/07/08                                                                                                            |
|        |   |                                                                                                                                                                             |
| 10.35*      |   | Revolving Note with GDBA, filed under cover of Form 8K, 07/07/08                                                                                                            |
|        |   |                                                                                                                                                                             |
| 10.36*      |   | Accrued Interest Payment Agreement with BOCO, filed under cover of Form 8K, 07/07/08                                                                                        |
|        |   |                                                                                                                                                                             |
| 10.37*      |   | Accrued Interest Payment Agreement with GDBA, filed under cover of Form 8K, 07/07/08                                                                                        |
|        |   |                                                                                                                                                                             |
| 10.38*      |   | Accrued Interest Payment Agreement with J.Zimlich, filed under cover of Form 8K, 07/07/08                                                                                   |
|        |   |                                                                                                                                                                             |
| 10.39*      |   | Amended and Restated Shareholders Agreement with BOCO and GDBA, filed under cover of Form 8K, 07/07/08                                                                      |
|        |   |                                                                                                                                                                             |
| 10.40*      |   | Extension Agreement with BOCO, filed under cover of Form 8K, 04/06/09                                                                                                       |
|        |   |                                                                                                                                                                             |
| 10.41*      |   | Amendment to Senior Subordinated Note with BOCO, filed under cover of Form 8K, 10/07/09                                                                                     |
|        |   |                                                                                                                                                                             |
| 10.42*      |   | Amendment to Senior Subordinated Note with GDBA, filed under cover of Form 8K, 10/07/09                                                                                     |
|        |   |                                                                                                                                                                             |
| 16.1*       |   | Change of Accountant Letter, filed under cover of Form 8K, 04/29/08                                                                                                         |
|        |   |                                                                                                                                                                             |
| 21.*        |   | List of Subsidiaries.                                                                                                                                                            |
|        |   |                                                                                                                                                                             |
| 23.1*       |   | Consent of Independent Registered Public Accounting Firm                                                                                                                         |
|        |   |                                                                                                                                                                             |
| 31.1        |   | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                          |
|        |   |                                                                                                                                                                             |
| 31.2        |   | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                          |
|        |   |                                                                                                                                                                             |
| 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                                                                          |

| * |   | Previously filed |
|---|--------|------------------|

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|                        |                                 |                          |   |   |
|-----------------------------|--------------------------------------|-------------------------------|--------|--------|
|                        | CAPTERRA FINANCIAL GROUP, INC.  |                          |
| Dated: March 22, 2011  | By:                        | /s/ James W. Creamer III      |   |
|                        |                                 | James W. Creamer III     |   |
|                        |                                 | Chief Financial Officer  |   |

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