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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 3)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from:  to
 Commission File Number: 0-50764
 CapTerra
Financial Group, Inc.
 Formerly Known As
 Across America Real Estate Corp.
  Colorado
    
    20-0003432(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 1440 Blake Street, Suite 310Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (Zip Code)
 (303) 893-1003
 None
 Common Stock, $.0.001 per share par value
 o þ
 o þ
 o o
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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EXPLANATORY NOTE    3




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##### 



FORM 10-KSB   INDEX
 PagePART IItem 1. Description of Business
    
    
    3Item 2. Description of Property
    
    
    13Item 3. Legal Proceedings
    
    
    13Item 4. Submission of Matters to a Vote of Security Holders
    
    
    13PART IIItem 5. Market for Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    13Item 6. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    15Item 7. Financial Statements
    
    
    F-1Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures
    
    
    19Item 8A(T). Controls and Procedures
    
    
    19Item 8B. Other Information
    
    
    19PART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
    
    
    19Item 10. Executive Compensation
    
    
    21Item 11. Security Ownership of Certain Beneficial Owners and Management
    
    
    22Item 12. Certain Relationships and Related Transactions
    
    
    23Item 13. Exhibits and Reports on Form 8-K
    
    
    26Item 14. Principal Accountant Fees and Services
    
    
    26Financial Statements pages
    
    
    F-1  F-22Signatures
    
    
    27Exhibit 31.1Exhibit 32.1




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ITEM 1. DESCRIPTION OF BUSINESS.
 RISK FACTORS
      
    
    our ability to find suitable real estate projects; and
    
    our ability to generate sufficient revenues from those projects.
     3




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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.
   4




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
    
    incur additional indebtedness;
    
    make capital expenditures and other investments above a certain level;
    
    merge, consolidate or dispose of our assets or the capital stock or assets of any subsidiary;
    
    pay dividends, make distributions or redeem capital stock in certain circumstances;
    
    enter into transactions with our affiliates;
    
    grant liens on our assets or the assets of our subsidiaries; and
    
    make or repay intercompany loans.
         5




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6




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*
    
    actual or anticipated fluctuations in our operating results;*
    
    change in financial estimates by securities analysts or our failure to perform in line with such estimates;*
    
    changes in market valuations of other real estate oriented companies, particularly those that market
services such as ours;*
    
    announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships,
joint ventures or capital commitments;*
    
    introduction of technologies or product enhancements that reduce the need for our services;*
    
    the loss of one or more key customers; and*
    
    departures of key personnel.
    7




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NARRATIVE DESCRIPTION OF THE BUSINESS
 General
 
 Organization
 
   8




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OPERATIONS
  
    Funding:
  1
    
    Equity and Subordinated Debt2
    
    Senior Debt
  9




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,
     10




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MARKETS
  RAW MATERIALS
  CUSTOMERS AND COMPETITION
   11




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BACKLOG
  EMPLOYEES
  PROPRIETARY INFORMATION
  GOVERNMENT REGULATION
    RESEARCH AND DEVELOPMENT
  ENVIRONMENTAL COMPLIANCE
  SUBSEQUENT EVENTS
    12




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HOW TO OBTAIN OUR SEC FILINGS
 www.sec.gov
 th www.acrossamerica.com
 
 ITEM 2. DESCRIPTION OF PROPERTY.
 th
 
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
      
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 PRINCIPAL MARKET OR MARKETS
   13




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Closing Bid Price2007
    
    High
    
    
    LowFirst Quarter
    
    $
    5.75
    
    
    $
    1.76Second Quarter
    
    $
    3.00
    
    
    $
    1.60Third Quarter
    
    $
    2.75
    
    
    $
    1.55Fourth Quarter
    
    $
    1.75
    
    
    $
    1.06
 Closing Bid Price2006
    
    High
    
    
    LowFirst Quarter
    
    $
    4.50
    
    
    $
    2.00Second Quarter
    
    $
    3.15
    
    
    $
    2.25Third Quarter
    
    $
    3.25
    
    
    $
    2.00Fourth Quarter
    
    $
    6.15
    
    
    $
    1.50
  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;
  14




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
    
    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;
    
    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.
    15




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General
  
    
    the overall state of the real estate segment of the economy,
    
    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.
 Overview and Recent Developments
      16




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Results of Operations
        17




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Liquidity and Capital Resources
      Seasonality
  Critical Accounting Policies
    18




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ITEM 7. FINANCIAL STATEMENTS.
 Report of Independent Registered Public Accounting Firm
 
       
  F-1




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ITEM 1. FINANCIAL STATEMENTS.
 
 As RestatedAssetsCash and Equivalents
    
    $
    2,035,620Deposits held by an affiliate
    
    
    940,880Accounts Receivable, net
    
    
    2,156,959Property and equipment, net
of accumulated depreciation
    
    
    112,918Real estate held for sale
    
    
    14,398,602Construction in progress
    
    
    2,484,179Land held for development
    
    
    5,388,089Deferred tax asset, net of allowance
    
    
    Current tax asset
    
    
    Deposits and prepaids
    
    
    48,451Total assets
    
    $
    27,565,698Liabilities and Shareholders EquityLiabilitiesAccounts payable
    
    $
    269,726Accrued liabilities
    
    
    409,066Dividends payable
    
    
    78,187Senior subordinated note payable, related parties
    
    
    7,000,000Senior subordinated revolving note, related parties
    
    
    14,169,198Note payable
    
    
    5,716,397Capital lease obligations
    
    
    Unearned Revenue
    
    
    522,841Total liabilities
    
    
    28,165,415Shareholders equityMinority interest
    
    
    4,594Convertible 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
    
    
    6,440,398Retained earnings
    
    
    (7,112,446
    )Total shareholders equity
    
    
    (599,717
    )Total liabilities and shareholders equity
    
    $
    27,565,698
   F-2




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For the Year EndedDecember 31,2007
    
    
    2006(As Restated)Revenue:Sales
    
    $
    17,171,469
    
    
    $
    2,783,000Sales, related parties
    
    
    
    
    
    
    5,050,000Financing Activities
    
    
    109,000
    
    
    
    Rental income
    
    
    232,408
    
    
    
    414,044Management fees
    
    
    362,981
    
    
    
    212,950Total revenue
    
    
    17,875,858
    
    
    
    8,459,994Operating expenses:Cost of Sales
    
    
    16,053,131
    
    
    
    2,449,266Cost of sales, related parties
    
    
    
    
    
    
    4,767,622Impairment loss on real estate
    
    
    3,046,196
    
    
    
    Selling, general and administrative
    
    
    3,393,436
    
    
    
    1,881,383Total Operating expenses
    
    
    22,492,763
    
    
    
    9,098,271Loss from operations
    
    
    (4,616,905
    )
    
    
    (638,277
    )Non-operating expense:Interest Income
    
    
    16,592
    
    
    
    13,227Interest Expense
    
    
    (742,965
    )
    
    
    (320,309
    )Other Income (Expense)
    
    
    (1,570
    )
    
    
    (14,307
    )Loss before income taxes
and minority interest
    
    
    (5,344,848
    )
    
    
    (959,666
    )Income tax provision
    
    
    289,683
    
    
    
    (316,252
    )Loss before minority interest
    
    
    (5,634,531
    )
    
    
    (643,414
    )Minority interest in income of
consolidated subsidiaries
    
    
    433,360
    
    
    
    92,357Net loss
    
    $
    (6,067,891
    )
    
    $
    (735,771
    )Other comprehensive incomePreferred stock dividends declared
    
    
    (310,201
    )
    
    
    (79,887
    )Comprehensive loss applicable to common
    
    $
    (6,378,092
    )
    
    $
    (815,658
    )Basic and diluted loss per common share
    
    $
    (0.40
    )
    
    $
    (0.05
    )Basic and diluted weighted average common shares outstanding
    
    
    16,036,625
    
    
    
    16,036,625
   F-3




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RetainedNon-
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Additional
    
    
    Earningscontrolling
    
    
    
    
    
    
    Par
    
    
    
    
    
    
    Par
    
    
    Paid-in
    
    
    (Deficit)Interest
    
    
    Shares
    
    
    Value
    
    
    Shares
    
    
    Value
    
    
    Captial
    
    
    (As Restated)
    
    
    TotalBalance at December 31, 2006
    
    $
    16,946
    
    
    
    517,000
    
    
    $
    51,700
    
    
    
    16,036,625
    
    
    $
    16,037
    
    
    $
    6,313,761
    
    
    $
    (734,354
    )
    
    $
    5,664,090Noncontrolling interest at
December 31, 2007
    
    
    (12,352
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,352
    )Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    126,637
    
    
    
    
    
    
    
    126,637Accrued preferred stock dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (310,201
    )
    
    
    (310,201
    )Net loss, quarter ending
December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,067,891
    )
    
    
    (6,067,891
    )Balance at December 31, 2007
    
    $
    4,594
    
    
    
    517,000
    
    
    $
    51,700
    
    
    
    16,036,625
    
    
    $
    16,037
    
    
    $
    6,440,398
    
    
    $
    (7,112,446
    )
    
    $
    (599,717
    )
   F-4




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For the Year EndedDecember 31,2007
    
    
    2006(As restated)Cash flows from operating activities:Net loss
    
    $
    (6,067,891
    )
    
    $
    (735,771
    )Adjustments to reconcile net income to net cash used by operating activities:Depreciation
    
    
    36,788
    
    
    
    4,448Impairment of Assets
    
    
    3,046,196
    
    
    
    Allowance for Bad Debt
    
    
    258,601
    
    
    
    Minority interest
    
    
    (12,352
    )
    
    
    16,946Stock option compensation expense
    
    
    126,637
    
    
    
    20,372Changes in operating assets and operating liabilities:Cash restricted to project development
    
    
    
    
    
    
    258,818Construction in progress
    
    
    (2,913,063
    )
    
    
    (1,097,728
    )Real estate held for sale
    
    
    (11,970,630
    )
    
    
    2,076,049Land held for development
    
    
    6,429,119
    
    
    
    (6,822,790
    )Accounts receivable
    
    
    (2,125,129
    )
    
    
    73,795Deposits and Prepaids
    
    
    17,879
    
    
    
    (47,471
    )Accounts payable and accrued liabilities
    
    
    348,425
    
    
    
    161,023Income tax assets and liabilities
    
    
    296,268
    
    
    
    (339,301
    )Unearned revenue
    
    
    385,173
    
    
    
    137,668Indebtedness to related party
    
    
    
    
    
    
    754,750Net cash (used in) operating activities
    
    
    (12,143,979
    )
    
    
    (5,539,192
    )Cash flows from investing activities:Proceeds from repayment of notes recievable
    
    
    1,348,513
    
    
    
    932,260Issuance of notes recievable
    
    
    (1,971,670
    )
    
    
    (1,018,424
    )Payments for property and equipment
    
    
    (63,153
    )
    
    
    (61,812
    )Security deposit
    
    
    
    
    
    
    (10,000
    )Net cash (used in) provided by investing activities
    
    
    (686,310
    )
    
    
    (157,976
    )Cash flows from financing activities:Proceeds from sale of convertible preferred stock
    
    
    
    
    
    
    6,204,000Preferred stock dividends paid
    
    
    (311,900
    )
    
    
    (79,887
    )Proceeds from related party loans
    
    
    19,558,482
    
    
    
    5,214,340Repayment of related party loans
    
    
    (10,987,381
    )
    
    
    (8,967,864
    )Proceeds from note payable
    
    
    12,070,849
    
    
    
    8,551,414Repayment of note payable
    
    
    (6,561,581
    )
    
    
    (4,313,893
    )Proceeds of lease obligation
    
    
    
    
    
    
    6,002Net cash provided by financing activities
    
    
    13,768,469
    
    
    
    6,614,112Net change in cash
    
    
    938,180
    
    
    
    916,944Cash and cash equivalents, beginning of the period
    
    
    1,097,440
    
    
    
    180,496Cash and cash equivalents, end of the period
    
    $
    2,035,620
    
    
    $
    1,097,440Supplemental disclosure of cash flow information:Cash paid during the year for:Income taxes
    
    $
    
    
    
    $
    Interest
    
    $
    273,625
    
    
    $
    1,155,680Supplemental disclosure of non-cash investing and financing activitiesPreferred stock dividends declared but not paid
    
    $
    78,187
    
    
    $
    79,887
   F-5




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




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Use of Estimates
   Cash and Cash Equivalents
  Accounts Receivable
  Property, Equipment and Depreciation
  Construction in Progress, Land Held for Development and Real Estate Held for Sale
    F-7




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Impairment and Disposal of Long-Lived Assets
  Income Taxes
  Revenue Recognition
    Minority Interest in Consolidated Subsidiaries
  Earnings per Common Share
    F-8




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Going Concern
    Stock-Based Incentive Compensation Plans
 Share-Based Payment
    F-9




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Accounting for Stock Issued to Employees
 Recent Accounting Standards
   2) Current Development Projects
 AARD Evansville
  AARD Stonegate Econolube
   F-10




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AARD NOLA St. Claude
  AARD LECA LSS Lonestar LLC
  (3) Real Estate Held for Sale
 West Valley
  AARD Esterra Mesa 1,2,3 & 4, LLCs
  Bader Family Dollar
  Cypress Sound
   F-11




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American Fork
 th
 Bluffton 46
  AARD Greeley
  AARD ORFL FD Goldenrod LLC
  Buckeye
   F-12




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(4) Related Party Transactions
 GDBA Investments, LLLP
         BOCO Investments, LLC
    F-13




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GDBA
    
    
    BOCOInvestments
    
    
    Investments
    
    
    TotalSenior subordinated notes payable related parties
    
    
    3,500,000
    
    
    
    3,500,000
    
    
    
    7,000,000Revolving Lines of Credit
    
    
    6,226,733
    
    
    
    7,376,733
    
    
    
    13,603,466Accrued Interest
    
    
    274,488
    
    
    
    291,244
    
    
    
    565,732Senior subordinated revolving notes related parties
    
    
    6,501,221
    
    
    
    7,667,977
    
    
    
    14,169,198
   F-14




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(5) Notes Receivable and Development Deposits
  (6) Property and Equipment
  Equipment
    
    $
    23,277Furniture and fixtures
    
    
    17,396Computers and related equipment
    
    
    34,018Software and intangibles
    
    
    81,963$
    156,654less accumulated depreciation
    
    
    (43,736
    )$
    112,918
  (7) Shareholders Equity
 Preferred Stock
  Series A Convertible Preferred Stock
  Common Stock
  Stock Based Compensation
   F-15




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Risk free interest rate
    
    
    4.61
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    62.69
    %Fair Value
    
    $
    0.94
   Risk free interest rate
    
    
    4.48
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %Fair Value
    
    $
    1.94
   Risk free interest rate
    
    
    4.54
    %Expected life
    
    
    5.0Dividend yield
    
    
    0.00
    %Expected volatility
    
    
    86.87
    %Fair Value
    
    $
    1.34
    F-16




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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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Activity during 2007:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    70,000
    
    
    
    2.08
    
    
    
    4.2
    
    
    
    
    
    
    
    96,250
    
    
    
    1.65
    
    
    
    3.9
    
    
    
    Expired/Cancelled
    
    
    (26,250
    )
    
    
    1.65
    
    
    
    3.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, at
December 31, 2007
    
    
    428,750
    
    
    
    1.72
    
    
    
    3.9
    
    
    
    
    
    
    
    96,250
    
    
    
    1.65
    
    
    
    3.9
    
    
    
    
 (8) Income Taxes (as restated)
    
 (8) Income Taxes
  2007
    
    
    2006Current:Federal
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Deferred:Federal
    
    
    253
    
    
    
    (276
    )State
    
    
    37
    
    
    
    (40
    )290
    
    
    
    (316
    )Income tax expense (benefit)
    
    $
    290
    
    
    $
    (316
    )
  2007
    
    
    2006Computed expected tax expense (benefit)
    
    $
    (1,965
    )
    
    $
    (276
    )Increase (reduction) in income taxes resulting from:State and local income taxes, net of federal impact
    
    
    (289
    )
    
    
    (40
    )Nondeductible differences
    
    
    5
    
    
    
    Change in valuation allowance
    
    
    2,539
    
    
    
    Preferred Stock Conversion Expense
    
    
    
    
    
    
    Other, net
    
    
    
    
    
    
    Income tax expense (benefit)
    
    $
    290
    
    
    $
    (316
    )
  2007
    
    
    2006Impairment of asset
    
    $
    802
    
    
    $
    Net operating loss and carry-forwards
    
    
    1,848
    
    
    
    534Partnership income
    
    
    130
    
    
    
    Origination Fee Income
    
    
    (85
    )
    
    
    (85
    )Fixed Assets
    
    
    (23
    )
    
    
    (26
    )Other temporary differences
    
    
    (67
    )
    
    
    (66
    )2,606
    
    
    
    358Valuation Allowance
    
    
    (2,606
    )
    
    
    (68
    )Total net deferred tax assets
    
    $
    
    
    
    $
    290
        F-17




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##### Table of Contents



(9) Noncontrolling Interests
  Balance
    
    
    Earnings allocated to
    
    
    Earnings disbursed/accrued for
    
    
    BalanceDecember 31, 2006
    
    
    Noncontrolling Interest
    
    
    Noncontrolling Interest
    
    
    December 31, 2007Cypress
    
    $
    4,594
    
    
    $
    
    
    
    $
    
    
    
    $
    4,5945020 Lloyd
    
    
    
    
    
    
    76,943
    
    
    
    (76,943
    )
    
    
    Bluffton
    
    
    2,502
    
    
    
    
    
    
    
    (2,502
    )
    
    
    Bluffton 46
    
    
    60
    
    
    
    
    
    
    
    (60
    )
    
    
    Laveen
    
    
    298
    
    
    
    
    
    
    
    (298
    )
    
    
    West Valley
    
    
    298
    
    
    
    
    
    
    
    (298
    )
    
    
    American Fork
    
    
    9,194
    
    
    
    
    
    
    
    (9,194
    )
    
    
    OP7
    
    
    
    
    
    
    (100,401
    )
    
    
    100,401
    
    
    
    Rest Mgmt
    
    
    
    
    
    
    (177,747
    )
    
    
    177,747
    
    
    
    MDJ
    
    
    
    
    
    
    (219,803
    )
    
    
    219,803
    
    
    
    Total
    
    $
    16,946
    
    
    $
    (421,008
    )
    
    $
    408,656
    
    
    $
    4,594
 (10) Concentration of Credit Risk for Cash
  (11) Operating Lease Commitments
 Lessee
   December 31,2008
    
    $
    119,664
 (12) Notes Payable
 Vectra Bank Senior Credit Facility
  F-18




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##### Table of Contents



United Western Bank Senior Credit Facility
    UnitedVectra
    
    
    Western
    
    
    TotalPrincipal
    
    $
    1,981,363
    
    
    $
    3,571,621
    
    
    $
    5,552,984Accrued interest
    
    
    93,303
    
    
    
    70,110
    
    
    
    163,413$
    2,074,665
    
    
    $
    3,641,731
    
    
    $
    5,716,397
 (13) Capital Lease Obligations
    2008
    
    $
    2,7722009
    
    
    2,7722010
    
    
    2,079$
    7,623less imputed interest
    
    
    106$
    7,517
  F-19




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##### Table of Contents



(14) Spin Off of Subsidiaries
  (15) Impairment of Assets
    ImpairmentProperty
    
    Amount
    
    
    Status119th & Ridgeview
    
    $
    898,046
    
    
    SoldBluffton 46
    
    
    127,494
    
    
    Available for saleBluffton 278
    
    
    247,192
    
    
    SoldWest Valley FED X Kinkos
    
    
    442,925
    
    
    Available for saleAmerican Fork
    
    
    154,504
    
    
    Available for saleCypress Sound
    
    
    459,812
    
    
    Available for saleMLK Family Dollar
    
    
    98,994
    
    
    Available for sale2245 Main Street
    
    
    112,292
    
    
    SoldGoldenrod Family Dollar
    
    
    116,799
    
    
    Available for saleGreeley Lot B
    
    
    36,369
    
    
    Available for saleEsterra Mesa
    
    
    351,769
    
    
    Available for sale$
    3,046,196
  F-20




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##### Table of Contents



(16) Selling, General and Administrative Expense
  For the year endedExpense
    
    December
    
    
    DecemberType
    
    2007
    
    
    2006Payroll
    
    $
    1,881,440
    
    
    $
    1,004,431Professional fees
    
    
    385,199
    
    
    
    477,721Other employee expense
    
    
    203,945
    
    
    
    108,836Stock option compensation expense
    
    
    126,637
    
    
    
    20,372Marketing
    
    
    98,258
    
    
    
    66,460Depreciation
    
    
    55,244
    
    
    
    6,215Bad Debt
    
    
    258,601
    
    
    
    0Other
    
    
    384,112
    
    
    
    197,348Total Selling, general and administrative
    
    $
    3,393,436
    
    
    $
    1,881,383
 (17) Subsequent Event
   (18) Restatement
    F-21




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##### Table of Contents



Consolidated Balance Sheet
December 31, 2007
 AsPreviouslyReported
    
    
    Adjustment
    
    
    As RestatedDeferred tax asset
    
    $
    1,143,334
    
    
    $
    (1,143,334
    )
    
    $
    Current tax asset
    
    $
    965,498
    
    
    $
    (965,498
    )
    
    $
    Total assets
    
    $
    29,674,530
    
    
    $
    (2,108,832
    )
    
    $
    27,565,698Retained earnings
    
    $
    (5,003,614
    )
    
    $
    (2,108,832
    )
    
    $
    (7,112,446
    )Total shareholders equity
    
    $
    1,509,115
    
    
    $
    (2,108,832
    )
    
    $
    (599,717
    )Total liabilities and shareholders equity
    
    $
    29,674,530
    
    
    $
    (2,108,832
    )
    
    $
    27,565,698
 Consolidated Statement of Operations
For the Year Ended December 31, 2007
 AsPreviouslyReported
    
    
    Adjustment
    
    
    As RestatedIncome tax provision
    
    $
    (1,819,149
    )
    
    $
    2,108,832
    
    
    $
    289,683Loss before minority interest
    
    $
    (3,525,699
    )
    
    $
    (2,108,832
    )
    
    $
    (5,634,531
    )Net loss
    
    $
    (3,959,059
    )
    
    $
    (2,108,832
    )
    
    $
    (6,067,891
    )Comprehensive lose applicable to common
    
    $
    (4,269,260
    )
    
    $
    (2,108,832
    )
    
    $
    (6,378,092
    )Basic and diluted loss per common share
    
    $
    (0.27
    )
    
    $
    (0.13
    )
    
    $
    (0.40
    )
 Consolidated Statement of Changes in Shareholders Equity
For the Year Ended December 31, 2007
 AsPreviouslyReported
    
    
    Adjustment
    
    
    As RestatedNet loss, for the year ended December 31, 2007
    
    $
    (3,959,059
    )
    
    $
    (2,108,832
    )
    
    $
    (6,067,891
    )Balance at December 31, 2007
    
    $
    1,509,115
    
    
    $
    (2,108,832
    )
    
    $
    (599,717
    )
 Consolidated Statement of Cash Flows
For the Year Ended December 31, 2007
 AsPreviouslyReported
    
    
    Adjustment
    
    
    As RestatedNet loss
    
    $
    (3,959,059
    )
    
    $
    (2,108,832
    )
    
    $
    (6,067,891
    )Accounts payable and accrued liabilities
    
    $
    356,727
    
    
    $
    (8,302
    )
    
    $
    348,425Income tax assets and liabilities
    
    $
    (1,812,564
    )
    
    $
    2,108,832
    
    
    $
    296,268Net cash (used in) operating activities
    
    $
    (12,135,677
    )
    
    $
    (8,302
    )
    
    $
    (12,143,979
    )Repayment of lease obligation
    
    $
    (8,302
    )
    
    $
    8,302
    
    
    $
    Net cash provided by financing activities
    
    $
    13,760,167
    
    
    $
    8,302
    
    
    $
    13,768,469
  F-22




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##### Table of Contents



ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 8A(T). CONTROLS AND PROCEDURES.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
  i.
    
    pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets;ii.
    
    provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of our consolidated financial
statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and
directors; andiii.
    
    provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the consolidated financial
statements.
   Inherent Limitations Over Internal Controls
  Changes in Internal Control over Financial Reporting
  Attestation Report of the Registered Public Accounting Firm
  
 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 HELDPeter Shepard
    
    
    38
    
    
    President and Chief Executive OfficerJames W. Creamer III
    
    
    43
    
    
    Vice President, Treasurer and Chief
Financial OfficerTerry W. Thompson
    
    
    50
    
    
    Senior Vice President and SecretaryG. Brent Backman
    
    
    67
    
    
    DirectorEric Balzer
    
    
    59
    
    
    DirectorJoseph C. Zimlich
    
    
    48
    
    
    Director
    19




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##### Table of Contents



Compliance with Section 16(a) of the Securities Exchange Act of 1934
    20




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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)
    
    
    2007
    
    
    
    235,000
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    315,000Chief Executive Officer
    
    
    2006
    
    
    
    91,733
    
    
    
    
    
    
    
    
    
    
    
    235,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327,553James W. Creamer, III (2)
    
    
    2007
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000Chief Financial Officer
    
    
    2006
    
    
    
    101,667
    
    
    
    
    
    
    
    
    
    
    
    94,328
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,9952005
    
    
    
    100,000
    
    
    
    2,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,855Terry W. Thompson (3)
    
    
    2007
    
    
    
    127,500
    
    
    
    
    
    
    
    
    
    
    
    53,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181,094Senior VP Operations
 (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 by our Board of Directors. 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 agreement, Ms. Schmitt received an $80,000 bonus on
March 30, 2007. Ms. Schmitt resigned on February 27, 2008.(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 by our Board of Directors. 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. Thompson our Senior Vice President of Operations, receives a
salary of $170,000 per year and is eligible for an annual bonus by our
Board of Directors. At the time he joined the Company, Mr. Thompson
was also granted options to purchase 40,000 shares of common stock at
$1.90 per share. The options have a five year term and a vesting
schedule of 25% per year over the next five years.     21




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##### Table of Contents



DIRECTOR COMPENSATION
 NonqualifiedNon-Equity
    
    
    DeferredFees Earned or
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPaid in Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)G. Brent Backman
    
    
    8,000
    
    
    
    
    
    
    
    9,690
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,690Eric Balzer
    
    
    6,500
    
    
    
    
    
    
    
    9,690
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,190Joseph Zimlich
    
    
    8,000
    
    
    
    
    
    
    
    9,690
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,690
 
 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)
    
    
    10,781,435
    
    
    
    67.2
    %700 Seventeenth Street, Suite 1200
Denver, Colorado 80202BOCO Investments, LLC (4)
    
    
    -0-103 West Mountain Ave.
Fort Collins, Colorado, 80524Sarmat, LLC (5)
    
    
    3,291,500
    
    
    
    20.5
    %103 West Mountain Ave.
Fort Collins, Colorado, 80524Ann L. Schmitt (6)
    
    
    64,110
    
    
    
    0.4
    %700 Seventeenth Street, Suite 1200
Denver, Colorado 80202James W Creamer III (7)
    
    
    50,800
    
    
    
    0.3
    %700 Seventeenth Street, Suite 1200
Denver, Colorado 80202Joseph Zimlich (8)
    
    
    56,550
    
    
    
    0.4
    %103 West Mountain Ave.
Fort Collins, Colorado, 80524Eric Balzer (9)
    
    
    225,000
    
    
    
    1.4
    %700 Seventeenth Street, Suite 1200
Denver, Colorado 80202Terry Thompson (10)
    
    
    -0-
    
    
    
    0.0
    %700 Seventeenth Street, Suite 1200
Denver, Colorado 80202All Officers and Directors
    
    
    11,177,895
    
    
    
    70
    %
  (1)
    
    All ownership is beneficial and of record, unless indicated otherwise.(2)
    
    Beneficial owners listed above have sole voting and investment power with respect to the shares
shown, unless otherwise indicated.  22




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##### Table of Contents



(3)
    
    A total 10,781,435 shares are owned of record by GDBA Investments,
LLLP, which is controlled by Mr. Backman. A total of 10,000 shares
are owned in the name of adult children of the Mr. Backman, for which
GDBA and Mr. Backman disclaim beneficial ownership. A total of 29,450
shares are owned in the name of AARD Share Acquisition, LLC., of
which GDBA is a member. A total of 80,000 shares are owned in the
name of AARD Share Acquisition, LLC., of which the adult children of
Mr. Backman are members and for which GDBA and Mr. Backman disclaim
any beneficial ownership.(4)
    
    On September 28, 2006, GDBA Investments, LLLP and BOCO Investments,
LLC each acquired 250,000 shares of Series A Convertible Preferred
Stock. Each share of Series A Convertible Preferred Stock is the
equivalent of four common shares for conversion purposes. As a
result, GDBA Investments, LLLP and BOCO Investments, LLC could each
receive an additional 1,000,000 common shares in us upon conversion
of the Series A Convertible Preferred Stock, in addition to any
ownership of common shares. These additional shares are not reflected
in the total number of common shares owned by each entity in us in
the chart.(5)
    
    A total of 2,090,000 of these shares are owned of record. A total of
1,201,000 shares are owned in the name of family members of the
affiliate of this entity.(6)
    
    The shares are owned in the name of AARD Share Acquisition, LLC., of
which Ms. Schmitt is a member. In addition, Ms. Schmitt has an option
to acquire 250,000 shares at a price of $1.65 per share. A total of
25% of the total option vests each year.(7)
    
    The shares are owned in the name of AARD Share Acquisition, LLC., of
which Mr. Creamer is a member. In addition, Mr. Creamer has an option
to acquire 100,000 shares at a price of $1.65 per share. A total of
25% of the total option vests each year.(8)
    
    The shares are owned in the name of AARD Share Acquisition, LLC., of
which Mr. Zimlich is a member. In addition, Mr. Zimlich owns 17,000
shares of Series A Convertible Preferred Stock. Each share of
Series A Convertible Preferred Stock is the equivalent of four common
shares for conversion purposes. As a result, Mr. Zimlich could each
receive an additional 68,000 common shares in us upon conversion of
the Series A Convertible Preferred Stock, in addition to any
ownership of common shares. These additional shares are not reflected
in the total number of common shares owned by each entity in us in
the chart. Mr. Zimlich is affiliated with BOCO Investments, LLC. and
serves as its representative to our Board.(9)
    
    A total of 150,000 shares are owned in the name of an affiliated
entity. A total of 75,000 shares are owned in the name of
Mr. Balzers son. A total of 15,000 shares are owned in the name of
AARD Share Acquisition, LLC., of which Mr. Balzer is a member.(10)
    
    Mr. Thompson has an option to acquire 40,000 shares at a price of
$1.90 per share. A total of 25% of the option vests each year.  
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 GDBA Investments, LLLP
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BOCO Investments, LLC
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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:
 ExhibitNumber
    
    Description3.1
    *
    
    Articles of Incorporation3.2
    *
    
    Bylaws3.3
    *
    
    Articles of Amendment to Articles of Incorporation10.26
    *
    
    Amendment to Subordinated Note, GDBA, Dated March 25, 200810.27
    *
    
    Amendment to Revolving Note, GDBA, Dated March 25, 200810.28
    *
    
    Amendment to Subordinated Note, BOCO, Dated March 25, 200810.29
    *
    
    Amendment to Revolving Note, BOCO, Dated March 25, 200821
    *
    
    List of Subsidiaries31.1
    
    

Certification
of Chief Executive and Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    
    Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 *
    
    Previously filed (b)
    
    Reports on Form 8-K.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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CAPTERRA FINANCIAL GROUP, INC.Dated: July 2, 2009
    By:
    /s/ James W. Creamer IIIJames W. Creamer IIIPresident, Chief Executive Officer,
Treasurer, Chief Financial Officer  Dated: July 2, 2009
    By:
    /s/ Eric BalzerEric BalzerDirectorDated: July 2, 2009
    By:
    /s/ G. Brent BackmanG. Brent BackmanDirectorDated: July 2, 2009
    By:
    /s/ Joseph ZimlichJoseph ZimlichDirector  27




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##### Table of Contents



ExhibitNumber
    
    Description3.1
    *
    
    Articles of Incorporation3.2
    *
    
    Bylaws3.3
    *
    
    Articles of Amendment to Articles of Incorporation10.26
    *
    
    Amendment to Subordinated Note, GDBA, Dated March 25, 200810.27
    *
    
    Amendment to Revolving Note, GDBA, Dated March 25, 200810.28
    *
    
    Amendment to Subordinated Note, BOCO, Dated March 25, 200810.29
    *
    
    Amendment to Revolving Note, BOCO, Dated March 25, 200821
    *   
    List of Subsidiaries31.1
    
    

Certification
of Chief Executive and Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)32.1
    
    
    Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 *
    
    Previously filed  28