##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  Amendment No 1
  to
 FORM 10-KSB
 Annual Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
 For the Fiscal Year Ended: December 31, 2006
 Commission File No. 0-50764
 Across America Real Estate Corp.
 (Exact Name of Small Business Issuer as specified in its charter)
 Colorado
    
    20-0003432(State or other jurisdiction 
of incorporation)
    
    (IRS Employer File Number)
 700 17th Street, Suite 1200
Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (zip code)
 (303) 893-1003  (Registrants telephone number, including area code)
 None
  Common Stock, $.0.001 per share par value
 o
 þ o
 o
 o þ




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##### 



FORM 10-KSB
 INDEX
 PART IItem 1.
    
    Description of Business
    
    
    2Item 2.
    
    Description of Property
    
    
    13Item 3.
    
    Legal Proceedings
    
    
    13Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5.
    
    Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    14Item 6.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7.
    
    Financial Statements
    
    
    F-1Item 8.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    23Item 8A.
    
    Controls and Procedures
    
    
    23Item 8B.
    
    Other Information
    
    
    23PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
    
    
    23Item 10.
    
    Executive Compensation
    
    
    25Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    26Item 12.
    
    Certain Relationships and Related Transactions
    
    
    27Item 13.
    
    Exhibits and Reports on Form 8-K
    
    
    28Item 14.
    
    Principal Accountant Fees and Services
    
    
    29Financial Statements pages
    
    
    F-1Signatures
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    1




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ITEM 1. DESCRIPTION OF BUSINESS.
            2




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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.
    
    
    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.
   3




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4




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*
    
    actual or anticipated fluctuations in our operating results;*
    
    changes in financial estimates by securities analysts or our failure to
perform in line with such estimates;*
    
    changes in market valuations of other real estate oriented companies,
particularly those that market services such as ours;
  5




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*
    
    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.
        6




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NARRATIVE DESCRIPTION OF THE BUSINESS
 Organization
  Name of Subsidiary
    
    OwnershipRiverdale Carwash Lot 3A, LLC (Riverdale)
    
    
    100.00
    %AARD-Stonegate, LLC (Stonegate)
    
    
    51.00
    %AARD Charmar Arlington Boston Pizza, LLC (Arlington)
    
    
    51.00
    %AARD MDJ Goddard, LLC (Goddard)
    
    
    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 278)
    
    
    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)
    
    
    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
    %
  OPERATIONS
     7




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Funding:
  1)
    
    Equity and Subordinated Debt2)
    
    Senior Debt
           8




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Projects:
 American Fork
 th
 th
 Cypress Sound
 Ridgeview  th
 Bluffton 278
 Laveen  rd
  9




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Bluffton 46
 West Valley
 AARD Stonegate Econolube
 AARD Westminster OP7
 Bader Family Dollar
  10




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Buckeye
 AARD Greeley
 AARD Plainfield
 AARD Evansville
     11




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MARKETS
  RAW MATERIALS
  CUSTOMERS AND COMPETITION
  BACKLOG
  EMPLOYEES
  PROPRIETARY INFORMATION
  GOVERNMENT REGULATION
   12




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RESEARCH AND DEVELOPMENT
  ENVIRONMENTAL COMPLIANCE
  SUBSEQUENT EVENTS
  HOW TO OBTAIN OUR SEC FILINGS
  th www.acrossamerica.com
 
 ITEM 2. DESCRIPTION OF PROPERTY.
 th
 
 ITEM 3. LEGAL PROCEEDINGS.
   13




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       FOR
    
    AGAINST
    
    ABSTAINElection of Directors
    
    16,856,375
    
    250
    
    0Amend Articles
    
    16,846,500
    
    10,000
    
    125Approve Compensation Plan
    
    16,856,375
    
    0
    
    0Appoint Auditors
    
    16,856,625
    
    0
    
    0
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 PRINCIPAL MARKET OR MARKETS
   Closing Price2006
    
    High
    
    
    LowFirst Quarter
    
    $
    4.50
    
    
    $
    2.00Second Quarter
    
    $
    3.15
    
    
    $
    2.25Third Quarter
    
    $
    3.25
    
    
    $
    2.00Fourth Quarter
    
    $
    6.15
    
    
    $
    1.50
 Closing Price2005
    
    High
    
    
    LowFirst Quarter
    
    $
    2.95
    
    
    $
    1.30Second Quarter
    
    $
    2.95
    
    
    $
    1.50Third Quarter
    
    $
    3.00
    
    
    $
    2.00Fourth Quarter
    
    $
    2.50
    
    
    $
    1.50
   14




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APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
  DIVIDENDS
  THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
    
    
    contains a description of the nature and level of risk in the market for penny stocks in both
public offerings and secondary trading;
    
    contains a description of the brokers or dealers duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties or other
requirements of the Securities Act of 1934, as amended;
    
    contains a brief, clear, narrative description of a dealer market, including bid and ask
prices for penny stocks and the significance of the spread between the bid and ask price;
    
    contains a toll-free telephone number for inquiries on disciplinary actions;
  15




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
    
    defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
    
    contains such other information and is in such form (including language, type, size and format) as
the Securities and Exchange Commission shall require by rule or regulation;
  
    
    the bid and offer quotations for the penny stock;
    
    the compensation of the broker-dealer and its salesperson in the transaction;
    
    the number of shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and
    
    monthly account statements showing the market value of each penny stock held in the customers
account.
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   General
  
    
    the overall state of the real estate segment of the economy,
  16




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
    
    the development status of and demand for our services and products,
    
    economic conditions in our markets,
    
    the timing of expenditures in anticipation of future revenues,
    
    the mix of services and products sold by us,
    
    the introduction of new services and products,
    
    product enhancements by us or our competitors, and
    
    pricing and other competitive conditions,
    
    changes in interest rates,
    
    changes in federal and state income tax laws.
 Overview and Recent Developments
       17




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Results of Operations
     18




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Liquidity and Capital Resources
      19




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Recently Issued Accounting Pronouncements
       20




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Seasonality
  Critical Accounting Policies
    21




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PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheet at December 31, 2006
    
    
    F-3Consolidated Statements of Operations for the years ended December 31, 2006 and 2005
    
    
    F-4Consolidated Statement of Changes in Shareholders Equity for the years ended December 31, 2006 and 2005
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
  F-1




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/s/ Cordovano and Honeck LLP
  F-2




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AssetsCash & cash equivalents (Note 1)
    
    $
    1,097,440Deposits held by development partners (Note 5)
    
    
    576,324Accounts receivable, net (Note 1)
    
    
    31,830Property and equipment, net (Note 6)
    
    
    86,553Real estate held for sale (Note 3)
    
    
    2,779,741Construction in progress (Note 3)
    
    
    2,265,543Land held for development (Note 3)
    
    
    11,817,208Current tax asset (Note 8)
    
    
    261,476Deferred tax asset (Note 8)
    
    
    28,207Deposits
    
    
    66,330Total assets
    
    $
    19,010,652Liabilities and Shareholders EquityLiabilitiesAccounts payable
    
    $
    176,534Preferred dividends payable (Notes 4, 7 & 15)
    
    
    79,887Accrued liabilities
    
    
    131,427Senior subordinated note payable, related party (Note 4)
    
    
    3,500,000Senior subordinated note payable, other (Note 15)
    
    
    3,500,000Senior subordinated revolving note, related party (Note 4)
    
    
    1,916,707Senior subordinated revolving note, other (Note 15)
    
    
    1,916,707Other notes payable (Note 12)
    
    
    1,971,813Capital lease obligation (Note 14)
    
    
    15,819Unearned revenue
    
    
    137,668Total liabilities
    
    
    13,346,562Shareholders equity (Note 7)Noncontrolling interest (Note 9)
    
    
    16,946Convertible preferred stock, $.10 par value; 1,000,000 shares authorized,
517,000 shares issued and outstanding
    
    
    51,700Common stock, $.001 par value; 50,000,000 shares authorized,
16,036,625 shares issued and outstanding
    
    
    16,037Additional paid-in-capital
    
    
    6,313,761Retained deficit
    
    
    (734,354
    )Total shareholders equity
    
    
    5,664,090Total liabilities and shareholders equity
    
    $
    19,010,652
  F-3




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For the Year EndedDecember 31,2006
    
    
    2005Revenue:Sales
    
    $
    2,783,000
    
    
    $
    7,420,628Sales, related parties (Notes 2 & 4)
    
    
    5,050,000
    
    
    
    Rental income (Notes 4 & 11)
    
    
    414,044
    
    
    
    220,844Management fees
    
    
    212,950
    
    
    
    310,490Total revenue
    
    
    8,459,994
    
    
    
    7,951,962Operating expenses:Cost of Sales
    
    
    2,449,266
    
    
    
    6,678,257Cost of Sales  related parties (Note 2)
    
    
    4,767,622
    
    
    
    Selling, general and administrative
    
    
    1,861,011
    
    
    
    727,839Stock option compensation expense (Note 7)
    
    
    20,372
    
    
    
    Total Operating expenses
    
    
    9,098,271
    
    
    
    7,406,096Income/(loss) from operations
    
    
    (638,277
    )
    
    
    545,866Non-operating expense:Interest Income
    
    
    13,227
    
    
    
    Interest Expense
    
    
    (320,309
    )
    
    
    (130,250
    )Other Expense
    
    
    (14,307
    )
    
    
    Income/(loss) before income taxes
and noncontrolling interest
    
    
    (959,666
    )
    
    
    415,616Income tax provision (Note 8)
    
    
    316,252
    
    
    
    (49,988
    )Income/(loss) before noncontrolling interest
    
    
    (643,414
    )
    
    
    365,628Noncontrolling interest in income of
consolidated subsidiaries (Note 9)
    
    
    (92,357
    )
    
    
    (287,962
    )Net income/(loss)
    
    $
    (735,771
    )
    
    $
    77,666Preferred stock dividend requirements
    
    
    (79,887
    )
    
    
    Income/(loss) applicable to common stock
    
    $
    (815,658
    )
    
    $
    77,666Basic and diluted income/(loss) per common share
    
    $
    (0.05
    )
    
    $
    0.00Basic and diluted weighted average common
shares outstanding
    
    
    16,036,625
    
    
    
    16,036,625
  F-4




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Non-
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Additional
    
    
    Retainedcontrolling
    
    
    
    
    
    
    Par
    
    
    
    
    
    
    Par
    
    
    Paid-in
    
    
    EarningsInterest
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Captial
    
    
    (Deficit)
    
    
    TotalBalance at December 31, 2004
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    16,036,625
    
    
    $
    16,037
    
    
    $
    161,938
    
    
    $
    3,638
    
    
    $
    181,613Noncontrolling interest at
December 31, 2005
    
    
    (4,503
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,503
    )Net income, year ended
December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,666
    
    
    
    77,666Balance at December 31, 2005
    
    
    (4,503
    )
    
    
    
    
    
    
    
    
    
    
    16,036,625
    
    
    
    16,037
    
    
    
    161,938
    
    
    
    81,304
    
    
    
    254,776Noncontrolling interest at
December 31, 2006
    
    
    21,449
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,449Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,372
    
    
    
    
    
    
    
    20,372Issuance of convertible preferred stock
    
    
    
    
    
    
    517,000
    
    
    
    51,700
    
    
    
    
    
    
    
    
    
    
    
    6,131,451
    
    
    
    
    
    
    
    6,183,151Accrued preferred stock dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,887
    )
    
    
    (79,887
    )Net loss, year ended
December 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (735,771
    )
    
    
    (735,771
    )Balance at December 31, 2006
    
    $
    16,946
    
    
    
    517,000
    
    
    $
    51,700
    
    
    
    16,036,625
    
    
    $
    16,037
    
    
    $
    6,313,761
    
    
    $
    (734,354
    )
    
    $
    5,664,090
  F-5




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For the Year Ended
December 31,2006
    
    
    2005Cash flows from operating activities:Net income (loss)
    
    $
    (735,771
    )
    
    $
    77,666Adjustments to reconcile net income to net cash used by
operating activities:Depreciation
    
    
    4,448
    
    
    
    2,418Stock option compensation expense
    
    
    20,372
    
    
    
    Preferred stock dividends
    
    
    (79,887
    )
    
    
    Changes in operating assets and operating liabilities:Cash restricted to project development
    
    
    258,818
    
    
    
    (258,818
    )Construction in progress
    
    
    (1,097,728
    )
    
    
    1,694,603Real estate held for sale
    
    
    2,076,049
    
    
    
    (4,855,790
    )Land held for development
    
    
    (6,822,790
    )
    
    
    (4,994,418
    )Accounts receivable
    
    
    73,795
    
    
    
    (105,625
    )Accounts payable and accrued liabilities
    
    
    180,405
    
    
    
    236,916Income tax assets and liabilities
    
    
    (339,301
    )
    
    
    Indebtedness to related party
    
    
    754,750
    
    
    
    585,591Net cash (used in) operating activities
    
    
    (5,706,840
    )
    
    
    (7,617,457
    )Cash flows from investing activities:Payment of deposits
    
    
    (47,471
    )
    
    
    (16,776
    )Payments for property and equipment
    
    
    (61,812
    )
    
    
    (24,890
    )Issuance of notes receivable
    
    
    (1,018,424
    )
    
    
    (420,160
    )Unearned revenue
    
    
    137,668
    
    
    
    Proceeds from repayment of notes receivable
    
    
    932,260
    
    
    
    Security deposit
    
    
    (10,000
    )
    
    
    10,000Net cash (used in) investing activities
    
    
    (67,779
    )
    
    
    (451,826
    )Cash flows from financing activities:Proceeds from sale of convertible preferred stock
    
    
    6,204,000
    
    
    
    Proceeds from related party loans
    
    
    5,214,340
    
    
    
    8,506,471Repayment of related party loans
    
    
    (8,967,864
    )
    
    
    (3,947,934
    )Proceeds from note payable
    
    
    8,551,414
    
    
    
    6,733,086Repayment of note payable
    
    
    (4,313,893
    )
    
    
    (3,569,234
    )Proceeds from lease obligation
    
    
    6,002
    
    
    
    Repayment of lease obligation
    
    
    (2,436
    )
    
    
    Net cash provided by financing activities
    
    
    6,691,563
    
    
    
    7,722,389Net change in cash
    
    
    916,944
    
    
    
    (346,894
    )Cash and cash equivalents, beginning of year
    
    
    180,496
    
    
    
    527,390Cash and cash equivalents, end of year
    
    $
    1,097,440
    
    
    $
    180,496Supplemental disclosure of cash flow information:Cash paid during the year for:Income taxes
    
    $
    
    
    
    $
    1,100Interest
    
    $
    1,155,680
    
    
    $
    396,167
  F-6




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##### Table of Contents



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
    %AARD-Belle Creek, LLC (Belle Creek)
    
    
    100.00
    %CCI Corona, LLC (CCI Corona)
    
    
    100.00
    %AARD-Greeley-Lot 3, LLC (Greeley)
    
    
    100.00
    %Riverdale Carwash Lot 3A, LLC (Riverdale)
    
    
    100.00
    %Across America Real Estate Exchange, Inc.
    
    
    100.00
    %Across America Financial Services, Inc.
    
    
    100.00
    %Cross Country Properties II, LLC (CCPII)
    
    
    80.00
    %AARD-Stonegate, LLC (Stonegate)
    
    
    51.00
    %AARD-Charmar-Olive Branch, LLC (Olive Branch)
    
    
    51.00
    %AARD-Cypress Sound, LLC (Cypress Sound)
    
    
    51.00
    %AARD-TSD-CSK Firestone, LLC (Firestone)
    
    
    51.00
    %South Glen Eagles Drive, LLC (West Valley)
    
    
    51.00
    %119th and Ridgeview, LLC (Ridgeview)
    
    
    51.00
    %53rd and Baseline, LLC (Baseline)
    
    
    51.00
    %Hwy 278 and Hwy 170, LLC (Bluffton 278)
    
    
    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)
    
    
    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
    %L-S Corona Pointe, LLC (L-S Corona)
    
    
    50.01
    %Cross Country Properties III, LLC (CCPIII)
    
    
    50.00
    %
  Use of Estimates
  Cash and Cash Equivalents
   F-7




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##### Table of Contents



Accounts Receivable
  Property, Equipment and Depreciation
  Construction in Progress, Land Held for Development and Real Estate Held for Sale
  Impairment and Disposal of Long-Lived Assets
  Income Taxes
  Revenue Recognition
    F-8




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##### Table of Contents



Non-controlling Interest in Consolidated Subsidiaries
  Earnings per Common Share
   Financial Instruments
  Year-end
  Stock-Based Incentive Compensation Plans
 Share-Based Payment
 .
   F-9




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##### Table of Contents



Accounting for Stock Issued to Employees
 Recent Accounting Standards
       F-10




---



##### Table of Contents



(2) Real Estate Development Projects Sold in 2006
 Firestone
 Riverdale
  Stonegate
   F-11




---



##### Table of Contents



American Fork
 th
 th
 (3) Current Development Projects:
 Cypress Sound
 Ridgeview  th
 Bluffton 278
 Laveen  rd
  F-12




---



##### Table of Contents



Bluffton 46
 West Valley
 Stonegate Econolube
 Bader Family Dollar
 Buckeye
 AARD Greeley
  F-13




---



##### Table of Contents



AARD Plainfield
  AARD Evansville
 Mesa
  Westminster OP7
  (4) Related Party Transactions
 GDBA Investments, LLLP
    F-14




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##### Table of Contents



Senior Subordinated Note
    
    $
    3,500,000Senior Subordinated Revolving Note
    
    
    1,916,707Total
    
    $
    5,416,707
 Riverdale
   Stonegate
      F-15




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##### Table of Contents



(5) Notes Receivable and Development Deposits
  (6) Property and Equipment
  Equipment
    
    $
    20,606Furniture and fixtures
    
    
    16,631Computers and related equipment
    
    
    16,012Software and intangibles
    
    
    39,367Leasehold improvements
    
    
    890$
    93,506Less accumulated depreciation
    
    
    (6,953
    )$
    86,553
  (7) Shareholders Equity
 Preferred Stock
 Common Stock
 Series A Convertible Preferred Stock
  F-16




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##### Table of Contents



Stock Based Compensation
    Year Ended December 31, 2006:
 Risk free interest rate
    
    
    4.61
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    62.69
    %Fair Value
    
    $
    0.94
    Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    WeightedNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    Intrinsic
    
    
    Shares
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term
    
    
    Value
    
    
    Exercisable
    
    
    Price
    
    
    Term
    
    
    ValueBalance at December 31,
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Activity during 2006:Granted
    
    
    385,000
    
    
    
    1.65
    
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, at December 31,
2006
    
    
    385,000
    
    
    
    1.65
    
    
    
    4.9
    
    
    
    1,732,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  F-17




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##### Table of Contents



(8) Income Taxes
   Years ended December 31,2006
    
    
    2005Current tax expense (benefit):Federal
    
    $
    (228,676
    )
    
    $
    11,538State
    
    
    (32,800
    )
    
    
    11,874Total current tax expense (benefit)
    
    $
    (261,476
    )
    
    $
    23,412Deferred tax expense (benefit)Federal
    
    $
    (24,662
    )
    
    $
    26,576State
    
    
    (3,545
    )
    
    
    Total net deferred tax asset
    
    
    (28,207
    )
    
    
    26,576$
    (289,683
    )
    
    $
    49,988
  Deferred tax assets:Provision for income taxes
    
    $
    269Partnership income
    
    
    91,183Total deferred tax assets
    
    $
    91,452Deferred tax liability:Lease income
    
    $
    15,781Depreciation
    
    
    47,464Total deferred tax liability
    
    $
    63,245Total net deferred tax asset
    
    $
    28,207
  Years ended December 31,2006
    
    
    2005Tax at US federal statutory rates
    
    $
    (228,676
    )
    
    $
    11,538State income taxes, net of federal
    
    
    (32,800
    )
    
    
    11,874Change in beginning deferred balance
    
    
    (54,776
    )
    
    
    26,576Total income tax expense
    
    $
    (316,252
    )
    
    $
    49,988
   F-18




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##### Table of Contents



(9) Noncontrolling Interests
 co-developer/contractor
 Balance
    
    
    Earnings allocated to
    
    
    Earnings disbursed/accrued for
    
    
    BalanceJanuary 1, 2006
    
    
    Noncontrolling Interest
    
    
    Noncontrolling Interest
    
    
    December 31, 2006Firestone
    
    $
    
    
    
    $
    (101,448
    )
    
    $
    101,448
    
    
    $
    Cypress
    
    
    4,594
    
    
    
    
    
    
    
    
    
    
    
    4,594Stonegate
    
    
    (9,843
    )
    
    
    (2,515
    )
    
    
    12,358
    
    
    
    Bluffton
    
    
    478
    
    
    
    2,024
    
    
    
    
    
    
    
    2,502Bluffton 46
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Laveen
    
    
    
    
    
    
    298
    
    
    
    
    
    
    
    298West Valley
    
    
    
    
    
    
    298
    
    
    
    
    
    
    
    298American Fork
    
    
    269
    
    
    
    8,925
    
    
    
    
    
    
    
    9,194CCPIII
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    (4,502
    )
    
    $
    (92,358
    )
    
    $
    113,806
    
    
    $
    16,946
 (10) Concentration of Credit Risk
 
 
 (11) Operating Lease Commitments
 Lessee
   December 31,2007
    
    $
    50,968
 Lessor
  2007
    
    $
    145,2002008
    
    
    145,2002009
    
    
    145,2002010
    
    
    145,2002011
    
    
    145,200Thereafter
    
    
    1,201,127$
    1,927,127
  F-19




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##### Table of Contents



(12) Notes Payable
         2007
    
    $
    421,4032008
    
    
    1,550,410Total
    
    $
    1,971,813
  F-20




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##### Table of Contents



(13) Capitalized Interest and Interest Expense
  (14) Capital Lease Obligations
   2007
    
    $
    2,7722008
    
    
    2,7722009
    
    
    2,7722010
    
    
    2,079$
    10,395Less imputed interest
    
    
    576$
    9,819
   2007
    
    $
    6,010
  (15) Private Placement Transaction
   F-21




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##### Table of Contents



Senior Subordinated Note
    
    $
    3,500,000Senior Subordinated Revolving Note
    
    
    1,916,707Total
    
    $
    5,416,707
  (16) Subsequent Events
   F-22




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##### Table of Contents



ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 8A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 ITEM 8B. OTHER INFORMATION.
  
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
  NAME
    
    AGE
    
    POSITION HELDAnn L. Schmitt
    
    
    46
    
    
    President, Chief Executive Officer, and DirectorJames W. Creamer III
    
    
    42
    
    
    Vice President, Treasurer and Chief Financial OfficerJoni K. Troska
    
    
    47
    
    
    Secretary and ControllerG. Brent Backman
    
    
    66
    
    
    DirectorEric Balzer
    
    
    58
    
    
    DirectorJoseph C. Zimlich
    
    
    47
    
    
    Director
    23




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct
   24




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##### Table of Contents



ITEM 10. EXECUTIVE COMPENSATION
  NonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive
    
    
    Compensation
    
    
    All OtherName & Principal Position
    
    
    
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    Awards ($)
    
    
    Awards ($)
    
    
    Compensation ($)
    
    
    Earnings ($)
    
    
    Compensation ($)
    
    
    Total ($)Ann L. Schmitt (1)
    
    
    2006
    
    
    
    91,733
    
    
    
    
    
    
    
    
    
    
    
    235,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327,553Chief Executive Officer
    
    
    2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0James W. Creamer, III (2)
    
    
    2006
    
    
    
    101,667
    
    
    
    
    
    
    
    
    
    
    
    94,328
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,995Chief Operating Officer
    
    
    2005
    
    
    
    100,000
    
    
    
    2,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,855Alexander V. Lagerborg (3)
    
    
    2006
    
    
    
    97,859
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,859Former Chief Executive
    
    
    2005
    
    
    
    120,000
    
    
    
    6,662
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    126,662
 (1)
    
    Ms. Schmitt became our President and CEO on August 7, 2006 and receives a salary of $235,000
per year and is eligible for an annual bonus as prescribed under our Executive Incentive
Compensation Plan. On November 8, 2006, Ms Schmitt was granted options to purchase 250,000
shares of common stock at $1.65 per share. The options have a five year term and a vesting
schedule of 25% per year over the next four years. In addition as part of her employment arrangement, Ms. Schmitt will receive a $80,000 bonus on March 30, 2007.(2)
    
    Mr. Creamer, our Vice President, Treasurer and Chief Financial Officer receives a salary of
$120,000 per year and is eligible for an annual bonus as prescribed under our Executive
Incentive Compensation Plan. On November 8, 2006, Mr. Creamer was granted options to purchase
100,000 shares of common
stock at $1.65 per share. The options have a five year term and a vesting schedule of 25% per
year over the next five years.(3)
    
    Mr. Lagerborg served as our President and CEO until August 7, 2006 and left Across America
Real Estate Corp on October 13, 2006. Mr. Lagerborg was paid a salary of $120,000 per year.
    DIRECTOR COMPENSATION
 Non-Equity
    
    
    NonqualifiedFees Earned or
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherPaid in Cash
    
    
    Stock
    
    
    Option
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    Awards ($)
    
    
    Awards ($)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    ($)G. Brent Backman
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000Eric Balzer
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000Joseph Zimlich
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000Daniel Wilhelm
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
  25




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##### Table of Contents



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
  Amount andNature ofBeneficial
    
    Percent ofName and Address of Beneficial Owner
    
    Ownership (1)(2)
    
    ClassG. Brent Backman (3)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    10,781,435
    
    
    67.2
    %BOCO Investments, LLC (4)
103 West Mountain Ave.
Fort Collins, Colorado, 80524
    
    -0-Sarmat, LLC (5)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    3,291,500
    
    
    20.5
    %Ann L. Schmitt (6)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    60,000
    
    
    0.4
    %James W. Creamer III (7)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    50,000
    
    
    0.3
    %Joni K. Troska (8)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    32,000
    
    
    0.2
    %Joseph Zimlich (9)
103 West Mountain Ave.
Fort Collins, Colorado, 80524
    
    56,550
    
    
    0.4
    %Eric Balzer (10)
700 Seventeenth Street, Suite 1200
Denver, Colorado 80202
    
    165,000
    
    
    1.0
    %All Officers and Directors
As a Group (six persons)
    
    11,144,985
    
    
    69.9
    %
  
          26




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##### Table of Contents



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 GDBA Investments, LLLP
     Senior Subordinated Note
    
    $
    3,500,000Senior Subordinated Revolving Note
    
    
    1,916,707Total
    
    $
    5,416,707
 Riverdale
          27




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##### Table of Contents



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
  (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.
    
    DESCRIPTION3.1 *
    
    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, 10/27/0610.1 *
    
    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-SB, 9/21/04.10.8 *
    
    Joint Development Agreement; filed under cover of Form 8-K, 10/06/0410.9 *
    
    Agreement to Fund with GDBA Investments, LLLP; filed under cover of Form 8-K, 12/01/0410.10 *
    
    Senior Credit Facility with Vectra Bank; filed under cover of
Form 8-K, 4/28/0510.11*
    
    Securities Purchase Agreement; filed under cover of Form 8-K, 10/04/0610.12 *
    
    Subordinated Note, GDBA; filed under cover of Form 8-K, 10/04/0610.13 *
    
    Subordinated Note, BOCO; filed under cover of Form 8-K, 10/04/0610.14*
    
    Shareholders Agreement; filed under cover of Form 8-K, 10/04/0610.15 *
    
    Registration Rights Agreement; filed under cover of Form 8-K, 10/04/0610.16 *
    
    Revolving Note, GDBA; filed under cover of Form 8-K, 10/04/0610.17 *
    
    Revolving Note, BOCO filed under cover of Form 8-K, 10/04/0621 *
    
    List of Subsidiaries filed under
cover of Form 10-QSB, 5/15/0731.1
    
    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 200232.2
    
    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
    28




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    29




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##### Table of Contents



ACROSS AMERICA REAL ESTATE CORP.Dated: JUNE 29, 2007
    By:
    /s/ Ann L. SchmittAnn L. SchmittPresident, Chief Executive Officer,
and Director  Dated: JUNE 29, 2007
    By:

/s/ James W. Creamer IIIJames W. Creamer IIITreasurer, Chief Financial OfficerDated: JUNE 29, 2007
    By:
    /s/ Eric BalzerEric BalzerDirectorDated: JUNE 29, 2007
    By:
    /s/ G. Brent BackmanG. Brent BackmanDirectorDated: JUNE 29, 2007
    By:
    /s/ Joseph ZimlichJoseph ZimlichDirector  30




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##### Table of Contents



EXHIBIT NO.
    
    DESCRIPTION31.1
    
    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 200232.2
    
    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
  31