Edgar Filing: ACROSS AMERICA REAL ESTATE CORP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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, 2005

Commission File No. 0-50764
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Across America Real Estate Corp.
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(Exact Name of Small Business Issuer as specified in its charter)

Colorado 20-0003432
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(State or other jurisdiction (IRS Employer File Number)
of incorporation)

1660 17th Street, Suite 450
Denver, Colorado 80202
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(Address of principal executive offices) (zip code)

(303) 893-1003
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(Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

Securities to be Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.0.001 per share par value
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Check whether issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act [ ]

Indicate by check mark whether the Registrant (1) has filed all Reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes: [X] No: [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) : Yes [ ] No [X]

Registrant's revenues for its most recent fiscal year were $7,951,962. The
aggregate market value of the voting stock of the Registrant held by
non-affiliates as of March 23, 2006 was approximately $9,392,250. The number of
shares outstanding of the Registrant's common stock, as of the latest
practicable date, March 23, 2006, was 16,036,625.

FORM 10-KSB
Across America Real Estate Corp.

INDEX
Page
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PART I

Item 1. Description of Business ................................... 3

Item 2. Description of Property ................................... 12

Item 3. Legal Proceedings ......................................... 12

Item 4. Submission of Matters to a Vote of Security Holders ....... 12

PART II

Item 5. Market for Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities ................. 12

Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 14

Item 7. Financial Statements ...................................... F-1

Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures ...................... 18

Item 8A. Controls and Procedures ............................. 18

Item 8B. Other Information ................................... 18

PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act ....................................................... 18

Item 10. Executive Compensation ................................... 19

Item 11. Security Ownership of Certain Beneficial Owners and
Management ............................................... 20

Item 12. Certain Relationships and Related Transactions ........... 25

Item 13. Exhibits and Reports on Form 8-K ......................... 22

Item 14. Principal Accountant Fees and Services ................... 24

Financial Statements pages ............................................. F-1 -
F-15

Signatures ............................................................. 24

References in this document to "us," "we," or "Company" refer to Across America
Real Estate Corp.

Forward-Looking Statements

The following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.

When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.

PART I

Item 1. DESCRIPTION OF BUSINESS.

(a) RISK FACTORS

You should carefully consider the risks and uncertainties described below; and
all of the other information included in this document. Any of the following
risks could materially adversely affect our business, financial condition or
operating results and could negatively impact the value of your investment.

WHILE WE HAVE GENERATED A MODEST PROFIT IN OUR LAST TWO FISCAL YEARS, THERE IS
NO GUARANTEE THAT WE WILL CONTINUE TO BE PROFITABLE.

Our revenues for the fiscal year ended December 31, 2005 were $7,951,962. We had
net income of $77,666 for the fiscal year ended December 31, 2005. Our revenues
for the fiscal year ended December 31, 2004 were $1,787,922. We had net income
of $25,686 for the fiscal year ended December 31, 2004. Although we have had a
modest profit for the past two fiscal years, we cannot say whether we will be
able to achieve sustained profitability. We have only completed several
transactions, so it continues to be difficult for us to accurately forecast our
quarterly and annual revenue. However, we use our forecasted revenue to
establish our expense budget. Most of our expenses are fixed in the short term
or incurred in advance of anticipated revenue. As a result, we may not be able
to decrease our expenses in a timely manner to offset any revenue shortfall. We
attempt to keep revenues in line with expenses but cannot guarantee that we will
be able to do so.

WE WILL NEED ADDITIONAL FINANCING IN THE FUTURE BUT CANNOT GUARANTEE THAT IT
WILL BE AVAILABLE TO US.

In order to expand our business, we will continue to need additional capital. To
date, we have been successful in obtaining capital, but we cannot guarantee that
additional capital will be available at all or under sufficient terms and
conditions for us to utilize it. Because we have an ongoing need for capital, we
may experience a lack of liquidity in our future operations. We expect that we
will need additional financing of some type, which we do not now possess, to
fully develop our operations. We expect to rely principally upon our ability to
raise additional financing, the success of which cannot be guaranteed. To the
extent that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed,
which would have a materially adverse impact on our operations and the
investors' investment.

AS A COMPANY WITH LIMITED OPERATING HISTORY, WE ARE INHERENTLY A RISKY
INVESTMENT. OUR OPERATIONS ARE SUBJECT TO OUR ABILITY TO FINANCE REAL ESTATE
PROJECTS.

Because we are a company with a limited history, our operations, which consist
of real estate financing of build-to-suite projects for specific national
retailers, must be considered an extremely risky business, subject to numerous
risks. Our operations will depend, among other things, upon our ability to
finance real estate projects and for those projects to be sold. Further, there
is the possibility that our proposed operations will not generate income
sufficient to meet operating expenses or will generate income and capital
appreciation, if any, at rates lower than those anticipated or necessary to
sustain the investment. Our operations may be affected by many factors, some of
which are beyond our control. Any of these problems, or a combination thereof,
could have a materially adverse effect on our viability as an entity.

WE HAVE A HEAVY RELIANCE ON OUR CURRENT FUNDING COMMITMENT WITH OUR LARGEST
SHAREHOLDER

We are currently dependant on our relationship with GDBA Investments, LLLP,
("GDBA"), our largest shareholder, through its Agreement to Fund. We would be
unable to fund any projects if we lose our current funding commitment from GDBA
(see Note 3 in Notes to Consolidated Financial Statements). In addition, our
senior credit facility with Vectra Bank Colorado, which is renewable annually,
has been guaranteed by GDBA Investments and its principals. Given the early
stage of our company, it is unlikely that we could renew our senior credit
facility without the continuation of these guarantees.

WE DO NOT HAVE A LONG HISTORY OF BEING ABLE TO SELL PROPERTIES AT A PROFIT

We have only been in business since 2003. We do not have a significant track
record and may be unable to sell properties upon completion. We may be forced to
sell properties at a loss. Furthermore, in order to sell properties for a
profit, we may be forced to hold properties for longer periods that we plan,
which may require the need for additional financing sources. Any of these
conditions would likely result in reduced operating profits and could likely
strain current funding agreements.

THE MANNER IN WHICH WE FINANCE OUR PROJECTS CREATES THE POSSIBILITY OF A
CONFLICT OF INTEREST.

We fund our projects with construction financing obtained through the efforts of
our management and largest shareholder, GDBA. This arrangement could create a
conflict of interest with respect to such financings. However, there may be an
inherent conflict of interest in the arrangement until such time as we might
seek such financings on a competitive basis.

INTENSE COMPETITION IN OUR MARKET COULD PREVENT US FROM DEVELOPING REVENUE AND
PREVENT US FROM ACHIEVING ANNUAL PROFITABILITY.

We provide a defined service to finance real estate projects. The barriers to
entry are not significant. Our service could be rendered noncompetitive or
obsolete. Competition from larger and more established companies is a
significant threat and expected to increase. Most of the companies with which we
compete and expect to compete have far greater capital resources, and many of
them have substantially greater experience in real estate development. Our
ability to compete effectively may be adversely affected by the ability of these
competitors to devote greater resources than we can.

OUR SUCCESS WILL BE DEPENDENT UPON OUR MANAGEMENT'S EFFORTS.

Our success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Alexander V. Lagerborg, our
President, could have a material, adverse impact on our operations. We have no
written employment agreements with any officers and directors, including Mr.
Lagerborg. We have not obtained key man life insurance on the lives of any of
these individuals.

OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES
AT OR ABOVE THE PUBLIC SALE PRICE.

There has been, and continues to be, a limited public market for our common
stock. Our common stock trades on the NASD Bulletin Board. However, an active
trading market for our shares has not, and may never develop or be sustained. If
you purchase shares of common stock, you may not be able to resell those shares
at or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:

* 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;

* 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.

Further, we cannot assure that an investor will be able to liquidate his
investment without considerable delay, if at all. The factors which we have
discussed in this document may have a significant impact on the market price of
our common stock. It is also possible that the relatively low price of our
common stock may keep many brokerage firms from engaging in transactions in our
common stock.

As restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.

BUYING A LOW-PRICED PENNY STOCK SUCH AS OURS IS RISKY AND SPECULATIVE.

Our shares are defined as a penny stock under the Securities and Exchange Act of
1934, and rules of the Commission. The Exchange Act and such penny stock rules
generally impose additional sales practice and disclosure requirements on
broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with spouse, or in transactions not recommended by
the broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the SEC.
Consequently, the penny stock rules may affect the ability of broker-dealers to
make a market in or trade our common stock and may also affect your ability to
sell any of our shares you may own in the public markets.

WE DO NOT EXPECT TO PAY DIVIDENDS ON COMMON STOCK

We have not paid any cash dividends with respect to our common stock, and it is
unlikely that we will pay any dividends on our common stock in the foreseeable
future. Earnings, if any, that we may realize will be retained in the business
for further development and expansion.

(b) NARRATIVE DESCRIPTION OF THE BUSINESS

General
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We have ongoing revenue-producing operations and were currently profitable as of
our two most recent fiscal year ends. We act as a co-developer, principally as a
financier, for built-to-suit real estate development projects for retailers who
sign long-term leases for use of the property. We plan to create each project
such that it will generate income from the placement of the construction loan,
current income during the period in which the property is held, and the capital
appreciation of the facility upon sale. Affiliates and management of ours will
develop the construction and permanent financing for our benefit.

All of our operations are located in the United States. We plan to use our
status as a public company to expand our operations. However, there can be no
assurance that this objective will be achieved.

Organization
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As of March 23, 2006 we are comprised of one corporation with twenty
subsidiaries. These subsidiaries and Across America Real Estate's percentage of
ownership are as follows:

Name of Subsidiary Ownership
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CCI Southeast, LLC ("CCISE") 100.00%
AARD-Belle Creek, LLC (Belle Creek") 100.00%
CCI Corona, LLC ("CCI Corona") 100.00%
Eagle Palm I, LLC ("Eagle") 100.00%
AARD-Greeley-Lot 3, LLC ("Greeley") 100.00%
Riverdale Carwash Lot 3A, LLC ("Riverdale") 100.00%
Cross Country Properties II, LLC ("CCPII") 80.00%
AARD-Stonegate, LLC ("Stonegate") 51.00%
AARD-Charmar-Olive Branch, LLC ("Olive Branch") 51.00%
AARD-Cypress Sound, LLC ("Cypress Sound") 51.00%
AARD-TSD-CSK Firestone, LLC ("Firestone") 51.00%
South Glen Eagles Drive, LLC("West Valley") 51.00%
119th and Ridgeview, LLC ("Ridgeview") 51.00%
53rd and Baseline, LLC ("Baseline") 51.00%
Hwy 278 and Hwy 170, LLC ("Bluffton") 51.00%
State and 130th, LLC ("American Fork") 51.00%
L-S Corona Pointe, LLC ("L-S Corona") 50.01%
Cross Country Properties III, LLC ("CCPIII") 50.00%
Across America Real Estate Exchange, Inc. 100.00%
Across America Financial Services, Inc. 100.00%

We file under the Securities Exchange Act of 1934 (the "1934 Act")on a voluntary
basis because we plan to engage in equity and/or debt financing in the
foreseeable future and believe that our fund raising will be enhanced by having
a record of regular disclosure under the 1934 Act. We have no plans in the
foreseeable future, under any circumstances, to terminate our registration under
the 1934 Act.

We act as a co-developer, including as a financier, to develop built-to-suit
real estate projects for specific retailers and other tenants who sign long-term
leases for use of the property. Our primary source of revenue is from profits we
receive upon the sale of our projects upon completion; however we also receive
revenue from preferred dividends on our invested capital in projects, management
fees we charge to our projects and rental income from our completed projects
before their disposition. In addition we may share in certain revenues directly
related to our projects with our development partners such as development fees
and leasing and sales commissions.

Our activities include raw land acquisition and facility construction. In such a
situation, we provide construction and property management expertise in exchange
for an equity interest in the property. We also develop projects with
construction and permanent financing to be obtained through the efforts of our
management and affiliates. To date, we have hired third party contractors to
work on our projects but plan eventually to use our own staff as well.

In 2005 we expanded our activity to ten states throughout the United States. We
intend to continue our efforts to expand our presence throughout the United
States through our focus of build-to-suit construction projects for national and
regional retailers.

FUNDING:

On November 26, 2004 we entered into a three-year "Agreement to Fund" our real
estate projects with GDBA Investments, LLLP ("GDBA"), our largest shareholder.
Under the agreement, we may borrow up to $7,000,000 for our real estate
projects. On June 2, 2005, the parties amended the agreement to permit us to
borrow up to $10,000,000. Each loan is secured only by the properties against
which the loans are made and by AARD with a corporate guarantee to the lender.
The adjustable interest rate resets quarterly at a rate equal to the 10 year
Treasury note plus 6.50%. We repay principal and interest when each project is
completed and sold.

On April 25, 2005, we received a $10,000,000 financing commitment under a Credit
Agreement from Vectra Bank of Colorado ("Vectra Bank"). This commitment permits
us to fund construction notes for build-to-suit real estate projects for
national and regional chain retailers. The financing is facilitated through a
series of promissory notes. Each note is issued for individual projects under
the facility and must be underwritten and approved by Vectra Bank and has a term
of 12 months with one (1) allowable extension not to exceed 6 months subject to
approval. Interest is funded from an interest reserve established with each
construction loan. Each note under the facility is for an amount, as determined
by Vectra Bank, not to exceed the lesser of 75% of the appraised value of the
real property under the approved appraisal for the project or 75% of the project
costs. Principal on each note is due at maturity, with no prepayment penalty.
Vectra Bank retains a First Deed of Trust on each property financed and the
facility has the personal guarantees of GDBA and its owners.

PROJECTS:

L-S Corona Pointe

On November 10, 2004, we (through our wholly-owned subsidiary, CCI Corona)
entered into an arrangement with Charmar Property Acquisitions, Inc.
("Charmar"); an unaffiliated third party for the purpose of developing a
restaurant property in Corona, California to be occupied by Lone Star Steakhouse
franchise, who signed a fifteen year lease. The name of the limited liability
company is L-S Corona Pointe, LLC ("L-S Corona"). Charmar owns 49.99% of L-S
Corona and we own 50.01%. The project was sold the on December 16, 2005 and
profits were divided between the two LLC members.

Riverdale

On October 1, 2004, we entered into an arrangement with S&O Development, LLC, an
unaffiliated builder and developer of commercial property to develop an express
tunnel carwash located in Littleton, Colorado. The parties formed a limited
liability company for the development of the identified property. The name of
the limited liability company is Riverdale Carwash Lot3A, LLC. S&O Development
originally owned 49.9% of Riverdale Carwash Lot3A, LLC and we originally owned
50.1%. The parties agreed to split the profits each 50% from the proceeds of the
sale of the project after all development and construction costs and interest
and fee expenses are paid and settled. The project was completed on April 23,
2005.

On August 19, 2005, we purchased S&O Development's ownership in Riverdale
Carwash Lot 3A, LLC for $53,641, giving us 100% ownership of the Riverdale
project.

On April 23, 2005, Riverdale leased the facility to Aquatique Industries, Inc.
(an affiliate under common control) with a fifteen-year lease. Aquatique
operates a Kwik Car Wash in the facility. GDBA owned 60% of Aquatique Industries
at the time the lease was executed.

Cypress Sound

On March 22, 2005, we entered into an arrangement with Mr. Daniel S. Harper
("Harper"), an unaffiliated builder and developer of commercial property. We and
Mr. Harper intend to develop and construct a six unit, three-story condominium
project located in Orlando, Florida. The parties have formed a limited liability
company for the development of the identified property. The name of the limited
liability company is AARD-Cypress Sound LLC ("Cypress Sound"). Harper owns 49%
of Cypress Sound and we own 51%. All profits from the proceeds of the sale of
the project will be divided between the partners after all development and
construction costs and interest and fee expenses are paid and settled.

Stonegate

On May 20, 2005, we (through our wholly-owned subsidiary, AARD- Stonegate, LLC)
entered into an agreement with Castle Brae Development LLC ("Castle"), an
unaffiliated builder and developer of commercial property. Under the agreement,
Castle developed a car wash facility located in Parker, Colorado. The company
secured a fifteen-year lease from Aquatique Industries, Inc. to operate a Kwik
Car Wash operation in the facility. GDBA owned 60% of Aquatique Industries.

In August 2005, we amended the Operating Agreement of AARD-Stonegate, LLC.,
giving Castle 49% membership interest in AARD-Stonegate, LLC , retaining 51%
membership interest for ourselves. Under the terms of the amended agreement,
profits from the proceeds of the sale of the project will be divided between the
partners after all development and construction costs and interest and fee
expenses are paid and settled.

Olive Branch

On March 7, 2005, we entered into an arrangement with Charmar Property
Acquisitions, Inc. ("Charmar"), an unaffiliated builder and developer of
commercial property, for the purpose of developing a restaurant property in
Olive Branch, Mississippi to be occupied by an International House of Pancakes
("IHOP") franchise who signed a fifteen-year lease. The name of the limited
liability company is AARD-Charmar-Olive Branch, LLC ("Olive Branch"). Charmar
owns 49% of Olive Branch and we own 51%. The parties agreed to allocate the
profits from the proceeds of the sale of the project evenly, after all
development and construction costs and interest and fee expenses are paid and
settled. The project was sold the on December 2, 2005 and profits were divided
between the two LLC members.

Belle Creek

On February 8, 2005, we (through our wholly-owned subsidiary, AARD - Belle
Creek, LLC) entered into an arrangement with Mercury Car Wash, Inc. ("Mercury"),
an affiliated builder and developer of automated car washes, and purchased
property for the development of a tunnel car wash. The property is located in
Commerce City, Colorado, and while we intended to develop a tunnel car wash on
the site, construction was never begun. On September 14, 2005 GDBA Investments
sold its equity interest in Mercury Car Wash Inc. On September 15, 2005 we sold
the property to Mercury Car Wash Inc. as a non-related party.

Ridgeview

On May 20, 2005, the Company entered into an arrangement with Automotive
Development Group, LLC ("ADG"), an unaffiliated builder and developer of
commercial property. The Company and ADG intend to develop a car wash and lube
facility located in Olathe, Kansas. The parties have formed a limited liability
company for the development of the identified property. The name of the limited
liability company is 119th and Ridgeview LLC ("Ridgeview"). ADG owns 49% of the
LLC and AARD owns 51% of the LLC. All profits from the proceeds of the sale of
the project will be divided between the partners after all development and
construction costs and interest and fee expenses are paid and settled.

Bluffton 278

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

American Fork

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

Firestone

On March 9, 2005, we (through our subsidiary, AARD-TSD-CSK Firestone, LLC,
"Firestone") entered into an arrangement with Trail Star Development, LLC.
("Trail Star"), an unaffiliated builder and developer of Checker Auto Parts
automotive stores. We are currently developing a Checker Auto Parts located in
Firestone, Colorado. Trail Star owns 49% of Firestone and we own 51%. All
profits from the proceeds of the sale of the project will be divided between the
partners after all development and construction costs and interest and fee
expenses are paid and settled.

Laveen

On June 14, 2005, we (through our subsidiary, 53rd and Baseline, LLC, "Laveen")
entered into an arrangement with Automotive Development Group, LLC. ("ADG"), an
unaffiliated builder and developer of Grease Monkey International automotive
stores. We intend to develop a Grease Monkey located in Laveen, AZ. All profits
from the proceeds of the sale of the project will be divided between the
partners after all development and construction costs and interest and fee
expenses are paid and settled.

In all of our transactions with affiliates, we examine current market conditions
and attempt to develop terms and conditions no less favorable than could be
negotiated in an arms-length transaction.

We continue to assess the capital markets so that we can attempt to achieve the
most efficient and effective capital structure available to us. This may include
efforts to increase our senior and subordinated debt lines in addition to
efforts to raise additional capital through a number of sources, including, but
not limited to, equity or debt offerings, borrowings, or joint ventures. At the
present time, other than looking for additional financing for construction and
permanent financing, we have no plans to raise any additional funds within the
next twelve months. Any working capital will be expected to be generated from
internal operations. However, we reserve the right to examine possible
additional sources of funds, including, but not limited to, equity or debt
offerings, borrowings, or joint ventures.

On December 21, 2005 we announced that we have entered into letters of intent
with two entities to provide financing for our continuing operations. One of the
entities is GDBA, who would convert approximately $3,000,000 of current debt
into Convertible Preferred Stock. As a result, under each letter of intent, each
entity would hold a total investment of $10,000,000 in two instruments,
consisting of Senior Subordinated Notes, for a total of $7,000,000, and
Convertible Preferred Stock, for a total of $3,000,000. The entity, which is not
GDBA, or its designees, would also be allowed to purchase an additional amount
of Convertible Preferred Stock up to an additional $300,000. The letters of
intent are not binding upon the parties and remain subject to the execution of
mutually acceptable contracts. As of March 23, 2006, no such contracts have been
executed on either instrument and each remain outstanding only as letters of
intent.

In addition we may expand through acquisition. We may not only look at our
present industry but we will reserve the right to investigate and, if warranted,
could merge with or acquire the assets or common stock of an entity actively
engaged in business which generates revenues. We will seek opportunities for
long-term growth potential as opposed to short-term earnings. As of the date
hereof, we have no business opportunities under investigation. None of our
officers, directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company regarding
the possibility of an acquisition or merger between us and such other company.

(d) MARKETS

We are currently focused on the development of build-to-suit single pad, small
box retail projects for national and regional retailers throughout the United
States. We operate primarily in the sale-leaseback market whereby the retailer
sign long term leases prior to development and our majority-owned subsidiary
constructs the project with the intent of selling the property to third party
investors upon project completion. During 2005 we had activities, ranging from
the preliminary stage of the development process to completed projects in
Arizona, California, Colorado, Florida, Georgia, Kansas, Mississippi, South
Carolina, Tennessee and Utah. To date our projects have included Advanced Auto
Parts, IHOP Restaurant, Lone Star Steakhouse & Saloon, Grease Monkey, Family
Dollar Stores and Checker Auto Parts. We have generally acquired our projects
through the relationships of our development partners. During 2005 our strategy
on increasing our project pipeline centered on increasing the number of our
development partners in addition to increasing the number of projects annually
with our existing development partners.

(e) RAW MATERIALS

The use of raw materials is not a material factor in our operations at the
present time. We do not expect raw materials to be a material factor in the
future.

(f) CUSTOMERS AND COMPETITION

Our operational activities are in the business of financing build-to-suit real
estate projects for specific retailers who sign long-term leases for use of the
property. We believe that this is a potentially large market with no single
company or groups of companies holding a dominant share. However, project
development is related to being able to convince retailers and developers to use
our services, as opposed to the services of others. We believe that there could
potentially be a number of established competitors, many of whom could be larger
and better capitalized than we are who have greater numbers of personnel, more
resources and more extensive technical expertise. There can be no guarantee that
we will be able to compete successfully in the future.

(g) BACKLOG

At December 31, 2005, we had no backlogs.

(h) EMPLOYEES

We have five full-time employees, four of which are executives. Our executives
are: Mr. Alexander V. Lagerborg, our President; Charles J. Berling our Executive
Vice President and Managing Director of Operations; and James W. Creamer III our
Vice President, Treasurer and Chief Financial Officer and Joni Troska our
Secretary and Controller.

Our President, Mr. Lagerborg receives a salary of $120,000 per annum, plus a
percentage of our Variable Compensation Program, which is based on our
profitability, paid quarterly. Mr. Lagerborg accrued variable compensation of
$6,662 in 2005.

Mr. Lagerborg has purchased from GDBA RE One, LLC a total of 210,000 shares of
our common stock in a private transaction at a price of $.01 per share on
February 1, 2004. GDBA RE One, LLC will have the right to reacquire these shares
for the original purchase price if Mr. Lagerborg leaves his employment during
the first three years of his employment, subject to certain exceptions. If Mr.
Lagerborg leaves during the first year, all shares can be reacquired. If Mr.
Lagerborg leaves during the second year, 120,000 shares can be reacquired. And
if Mr. Lagerborg leaves during the third year, 60,000 shares can be reacquired.

Mr. Berling, our Executive Vice President and Managing Director of Operations
receives a salary of $110,000 per year, plus a percentage of our Variable
Compensation Program, which is based on our profitability, paid quarterly. Mr.
Berling accrued variable compensation of $5,716 in 2005.

Beginning July 2005 Mr. Creamer, our Chief Financial Officer receives a salary
of $100,000 per year plus a percentage of our Variable Compensation Program,
which is based on our profitability, paid quarterly. Mr. Creamer accrued
variable compensation of $2,855 in 2005.

Ms. Troska, our Secretary and Controller receives a salary of $80,000 per year
plus a percentage of our Variable Compensation Program, which is based on our
profitability, paid quarterly. Ms. Troska accrued variable compensation of
$1,904 in 2005.

We reimburse our executives for all necessary and customary business related
expenses.

We pay our non-management Directors $2,000 for each Board meeting they attend
and reimburse them for any out-of-pocket expenses incurred by them in connection
with our business. These directors anticipate that our business plan can be
implemented by their collectively devoting approximately twenty hours per month
to our business affairs. Members of management who also serve on the Board
receive no additional compensation for attending Board meetings.

(i) PROPRIETARY INFORMATION

We own no proprietary information.

(j) GOVERNMENT REGULATION

Since we are in the real estate industry, all of our projects have and will
require local governmental approval with respect to zoning and construction code
compliance. We will only require government approval on a project-by-project
basis and only when we have projects pending. The extent of the approval varies
with the project and the jurisdiction and cannot be quantified except as it
relates to specific projects.

We believe the effect of complying with existing or probable governmental
regulations is a managed cost of our business operations but could be
significant. Each real estate project requires prior government approval.
However, the cost cannot be quantified except as it relates to specific
projects.

We believe that the cost of compliance with federal, state and local
environmental laws will not be significant because we do not plan to choose
projects which are subject to significant environmental costs or regulations. In
any case, we plan to choose our projects to minimize the effects of governmental
regulations. At the present time, we have no current projects and are not
awaiting any governmental approvals.

(k) RESEARCH AND DEVELOPMENT

We have never spent any amount in research and development activities.

(l) ENVIRONMENTAL COMPLIANCE

We are not subject to any material costs for compliance with any environmental
laws.

(m) SUBSEQUENT EVENTS

Effective March 2, 2006, Mr. Charles J. Berling resigned from our Board of
Directors. He remains our Executive Vice President and Managing Director of
Operations. As a result of Mr. Berling's resignation, we have appointed Mr. G.
Brent Backman to our Board of Directors. Mr. Backman is a principal of GDBA.

(n) HOW TO OBTAIN OUR SEC FILINGS

We file annual, quarterly, and special reports, proxy statements, and other
information with the Securities Exchange Commission (SEC). Reports, proxy
statements and other information filed with the SEC can be inspected and copied
at the public reference facilities of the SEC at 100 F Street N.E., Washington,
DC 20549. Such material may also be accessed electronically by means of the
SEC's website at www.sec.gov.

Our investor relations department can be contacted at our principal executive
office located at our principal office 1660 17th Street, Suite 450, Denver,
Colorado 80202. Our phone number at our headquarters is (303) 893-1003 and our
website is www.aard.us.

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive offices are currently located at 1660 17th Street, Suite 450,
Denver, Colorado 80202. We lease this office space from an unaffiliated third
party.

ITEM 3. LEGAL PROCEEDINGS.

No legal proceedings to which we are a party were pending during the reporting
period. We know of no legal proceedings of a material nature pending or
threatened or judgments entered against any of our directors or officers in
their capacity as such.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held no shareholders meeting in the fourth quarter of our fiscal year.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) PRINCIPAL MARKET OR MARKETS

On June 29, 2005 our securities became listed and began trading on the NASD
Bulletin Board under the symbol AARD.OB. Because we trade in the NASD Bulletin
Board, a shareholder may find it difficult to dispose of or obtain accurate
quotations as to price of our securities. In addition, The Securities
Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure
related to the market for penny stock and for trades in any stock defined as a
penny stock.

The following table sets forth the high and low closing bid prices of our common
stock on for the periods indicated in 2005 and 2004.

Closing Bid Price
------------------
2005 High Low
-------------- ---- ---
First Quarter $2.95 $1.30
Second Quarter $2.95 $1.50
Third Quarter $3.00 $2.00
Fourth Quarter $2.50 $1.50

Closing Bid Price
-----------------
2004 High Low
-------------- ---- ---
First Quarter $0.50 $0.20
Second Quarter $0.55 $0.40
Third Quarter $2.53 $0.55
Fourth Quarter $3.00 $1.25

On March 23, 2006, the closing bid price of our common stock in the OTC Bulletin
Board was $2.00 per share and our volume was 0 shares.

(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

As of the date hereof, a total of 16,036,625 of shares of our Common Stock were
outstanding and the number of holders of record of our common stock at that date
was ninety three.

Holders of common stock are entitled to receive such dividends as may be
declared by our Board of Directors. No dividends on the common stock were paid
by us during the periods reported herein nor do we anticipate paying dividends
in the foreseeable future.

(d) THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny stock
and for trades in any stock defined as a penny stock. Unless we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. These requirements present a substantial burden on
any person or brokerage firm who plans to trade our securities and would thereby
make it unlikely that any liquid trading market would ever result in our
securities while the provisions of this Act might be applicable to those
securities.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document prepared by the Commission, which:

- 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;

- 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 broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

- 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.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General
-------

Our results of operations will probably be subject to variations. The results
for a particular period may vary as a result of a number of factors. These
include:

* 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
--------------------------------

We act as a co-developer, principally as a financier, for built-to-suit real
estate development projects for retailers who sign long-term leases for use of
the property.

We were incorporated under the laws of the State of Colorado on April 22, 2003.
We have operations and are currently profitable.

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

Throughout the fiscal year ended December 31, 2005, we sold three projects. In
the same period, we were involved in a total of sixteen project sites that were
in various stages of the development process, ranging from purchased land to
completed projects. As of March 23, 2006, we own twelve sites that are currently
being developed or are preparing to be developed. We have three projects that
are completed and are either for sale or under contract to sell. We currently
have fourteen property sites under contract to purchase for future development.
We continue to focus on the development of build-to-suit single pad, small box
retail projects for national and regional retailers throughout the United
States, and we continue our efforts to expand our footprint further throughout
the country, in addition to increasing our exposure to retail developers and
national retailers.

We intend to continue expanding our project pipeline by increasing the number of
our development partners as well as adding the number of projects annually with
our existing development partners. In 2006 we plan to also implement an
expansion program to grow our presence across the United States with regional
sales offices in strategic locations throughout the country. We believe that by
adding additional sales people in various regions that we can further extend our
reach to regional developers and national retailers. In 2006 we also intend to
increase our marketing efforts directly to national retailers. We believe that
we can add financial efficiencies to the development of small-box built-to-suit
retail projects that could ultimately lower the cost of growth for retailers. We
believe that these increased marketing efforts could result in increased revenue
growth for 2006, as well as longer term.

Results of Operations
---------------------

The following discussion involves our results of operations for the fiscal years
ending December 31, 2005 and December 31, 2004. Our revenues for the twelve
months ended December 31, 2005 were $7,951,962 compared to revenues of
$1,787,922 for the twelve months ended December 31, 2004, which represents a
year over year increase of approximately 345%.

While we sold three projects in 2005 compared to two projects in 2004, much of
the increase in revenues was attributable to an increase in the size of the
projects that were sold. We continue to focus on projects that will yield
revenues in a range of $1,000,000 to $4,000,000. We would expect this will be
the range we continue to focus on going forward.

We also generate revenues from rental income of properties that are completed
and have not yet been sold, in addition to management fees we charge to the
project at the time of the land acquisition. We increased both of these areas
substantially in 2005 compared to 2004 simply because of our increased activity,
and we expect this trend to continue. However, the revenues derived from rental
income and management fees are not a material part of our overall revenues.

Gross margins on our projects sold decreased in 2005 to 10% compared to 18.1% in
2004. This decrease was largely due to our early sale of our Belle Creek project
at our cost as well as higher than expected costs on our L-S Corona project,
some of which was caused by weather delays in California in early 2005. While we
acknowledge these risks exist in our business model, we expect this trend to
reverse itself in the upcoming year. We continue to target gross margins similar
to those that we achieved in 2004.

Selling, general and administrative costs during 2005 increased approximately
281% compared to 2004. This increase was attributable to the substantial
increase in staff over the past year in addition to increased sales and
marketing activity to generate additional projects. We anticipate these costs
will continue to increase as we continue to grow our business activities going
forward.

We had net income of $77,666 for the twelve months ended December 31, 2005
compared to net income of $25,686 for the twelve months ended December 31, 2004,
which represents a year over year increase of approximately 202%. This increase
was despite substantial increases in our interest expense and provision for
income tax. Our net income for 2005 also included an executive variable
compensation expense of $19,035, which we did not pay in 2004.

Our balance sheet on December 31, 2005 compared to December 31, 2004 reflects
the increase in project activity year over year. Both assets and liabilities
increased substantially and proportionally with our additional investments in
projects and our required borrowing activity to finance them. Our shareholders'
equity increased from $181,613 for December 31, 2004 to $254,776 for December
31, 2005, most of which was realized from our net income for the year credited
to retained earnings.

Liquidity and Capital Resources

Our cash balance on December 31, 2005 was $439,314, which included $180,496 in
operating capital and $258,818 of restricted capital that was designated for
specific projects and could not be used for our operations. We generate
operating cash from our profits on the sale of properties. We continue to be
dependant on our ability to sell our projects on a timely basis in order to
generate capital for our operations.

We currently have an agreement with GDBA to allow us to use up to $200,000 of
our existing agreement to fund as an operating line of credit. On December 31,
2005, our balance on this line was zero, leaving the full $200,000 available to
us.

Net cash used in operating activities and in investing activities and net cash
provided by financing activities each grew proportionally for the year ended
December 31, 2005 due to our increased project activities. We anticipate this
trend to continue as we increase our projects going forward.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued FASB Statement
No. 123R, Share Based Payment, which requires all companies to treat the fair
value of stock options granted to employees as an expense. As a result of this
standard, effective for periods beginning after January 1, 2006, we and other
companies are required to record a compensation expense equal to the fair value
of each stock option granted. We are currently assessing our valuation options
allowed in this standard. This change in accounting standards reduces the
attractiveness of granting stock options because of the additional expense
associated with these grants, which would negatively impact our results of
operations. And while we do not currently have an employee stock option plan,
stock options are an important employee recruitment and retention tool, and we
may not be able to attract and retain key personnel without such a program.
Accordingly, even though we have not quantified the dollar amount of this
standard at this time, the result would have a negative impact on our earnings
starting with the accounting period beginning January 1, 2006 should we pursue
any form of stock option plan. We do not expect the adoption of any recently
issued accounting pronouncements to have a significant impact on our net results
of operations, financial position, or cash flows.

Seasonality

Our revenues are not impacted by seasonal demands for our products or services.

Critical Accounting Policies

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

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

ITEM 7. FINANCIAL STATEMENTS.

ACROSS AMERICA REAL ESTATE CORP.

Page
----

Report of Independent Registered Public Accounting Firm ........... F-2

Consolidated Balance Sheet at December 31, 2005 ................... F-3

Consolidated Statements of Operations for the years ended
December 31, 2005 and 2004 .................................... F-4

Consolidated Statement of Changes in Shareholders' Equity
for the years ended December 31, 2005 and 2004 ................ F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 2005 and 2004 .................................... F-6

Notes to Consolidated Financial Statements ........................ F-7

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:
Across America Real Estate Corp.

We have audited the accompanying consolidated balance sheet of Across America
Real Estate Corp. as of December 31, 2005, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
the years ended December 31, 2005 and 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Across America Real
Estate Corp. as of December 31, 2005, and the results of their operations and
their cash flows for the years ended December 31, 2005 and 2004 in conformity
with accounting principles generally accepted in the United States of America.

/s/ Cordovano and Honeck LLP
----------------------------
Cordovano and Honeck LLP
Englewood, Colorado
March 22, 2006

F-2

Across America Real Estate Corp.
Consolidated Balance Sheet
at December 31, 2005

Assets

Cash ...................................................................... $ 180,496
Restricted Cash (Note 1) .................................................. 258,818
------------
Total cash ................................................................ 439,314
Deposits held by an affiliate (Note 3) .................................... 490,160
Accounts receivable, net .................................................. 105,625
Property and equipment, net of accumulated depreciation (Note 4) .......... 29,189
Real estate held for sale (Note 2) ........................................ 4,855,790
Construction in progress (Note 2) ......................................... 1,167,815
Land held for development (Note 2) ........................................ 4,994,418
Deferred tax asset (Note 6) ............................................... 8,097
Deposits .................................................................. 18,859
------------

$ 12,109,267
============

Liabilities and Shareholders' Equity
Liabilities:
Accounts payable ............................................ $ 1,866
Accrued liabilities ......................................... 205,577
Income tax liability (Note 6) ............................... 23,043
Indebtedness to related party (Note 3) ...................... 8,415,481
Note payable (Note 10) ...................................... 3,151,599
Capital lease obligation (Note 13) .......................... 12,253
Security deposit ............................................ 10,000
Deferred tax liability (Note 6) ............................. 34,672
------------
Total liabilities ............................. 11,854,491
------------

Lease commitments (Note 9) ................................................ --

Shareholders' equity (Note 5)
Noncontrolling interest (Note 7) ............................ (4,503)
Preferred stock, $.10 par value; 1,000,000 shares authorized,
-0- shares issued and outstanding ...................... --
Common stock, $.001 par value; 50,000,000 shares authorized,
16,036,625 shares issued and outstanding ............... 16,037
Additional paid-in capital .................................. 161,938
Retained earnings ........................................... 81,304
------------
Total shareholders' equity .................... 254,776
------------
$ 12,109,267
============

See accompanying notes to consolidated financial statements

F-3

Across America Real Estate Corp.
Consolidated Statements of Operations
for the years ended December 31, 2005 and 2004

Year Ended Year Ended
December 31, December 31,
2005 2004
------------ ------------

Revenue:
Sales (Note 2) ....................................... $ 7,420,628 $ 1,765,231
Rental income ........................................ 220,844 15,570
Management fees ...................................... 310,490 7,121
------------ ------------
Total revenue ............... 7,951,962 1,787,922

Operating expenses:
Operating expenses:
Cost of sales (Note 2) ............................... 6,678,257 1,446,270
Selling, general and administrative .................. 727,839 190,810
Rent, related party (Note 3) ......................... -- 3,000
------------ ------------
Total operating expenses .... 7,406,096 1,640,080
------------ ------------
Income from operations ...... 545,866 147,842

Non-operating income:
Interest income ...................................... -- 20,545
Interest expense ..................................... (130,250) (895)
------------ ------------
Income before income taxes
and noncontrolling interest 415,616 167,492

Income tax provision (Note 6) ............................... (49,988) (576)
------------ ------------
Income before
noncontrolling interest ... 365,628 166,916

Noncontrolling interest in income of
consolidated subsidiaries (Note 7) .................. (287,962) (141,230)
------------ ------------

Net income ... $ 77,666 $ 25,686
============ ============

Basic and diluted income/(loss) per share ................... $ 0 $ 0
------------ ------------

Basic and diluted weighted average common
shares outstanding ................................... 16,036,625 16,036,625
============ ============

See accompanying notes to consolidated financial statements

F-4

Across America Real Estate Corp.
Consolidated Statement of Changes in Shareholders' Equity
for the years ended December 31, 2005 and 2004

Preferred Stock Common Stock
Non- ----------------- ---------------------- Additional
controlling Par Par Paid-in Retained
Interest Shares Value Shares Value Capital Earnings Total
----------- ------- ----- ----------- -------- --------- --------- ----------

Balance at December 31, 2003 .... $ -- -- $ -- 16,036,625 $ 16,037 $ 161,938 $ (22,048) $ 155,927

Net income, year
ended December 31, 2004 ..... -- -- -- -- -- -- 25,686 25,686
----------- ------- ----- ----------- -------- --------- --------- ----------

Balance at December 31, 2004 .... -- -- -- 16,036,625 16,037 161,938 3,638 181,613

Noncontrolling interest
at December 31, 2005 ........ (4,503) -- -- -- -- -- -- (4,503)

Net income, year
ended December 31, 2005 ..... -- -- -- -- -- -- 77,666 77,666
----------- ------- ------ ----------- -------- --------- --------- ----------

Balance at December 31, 2005 .... $ (4,503) -- $ -- 16,036,625 $ 16,037 $ 161,938 $ 81,304 $ 254,776
=========== ======= ====== =========== ======== ========= ========= ==========

See accompanying notes to consolidated financial statements

F-5

Across America Real Estate Corp.
Consolidated Statements of Cash Flows
for the years ended December 31, 2005 and 2004

Year Ended Year Ended
December 31, December 31,
2005 2004
----------- -----------

Cash flows from operating activities:
Net income ........................................... $ 77,666 $ 25,686
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation ................................ 2,418 87
Changes in operating assets and operating liabilities:
Construction in progress .................... 1,694,603 (2,862,418)
Real estate held for sale ................... (4,855,790) --
Land held for development ................... (4,994,418) --
Accounts receivable ......................... (105,625) --
Accounts payable and accrued liabilities .... 236,916 16,780
Indebtedness to related party ............... 585,591 17,491
----------- -----------
Net cash used in
operating activities ........ (7,358,639) (2,802,374)
----------- -----------

Cash flows from investing activities:
Payments for deposits ................................ (16,776) (2,083)
Payments for property and equipment .................. (24,890) (6,803)
Issuance of notes receivable ......................... (420,160) (110,000)
Proceeds from repayment of notes receivable .......... -- 30,000
Security deposit ..................................... 10,000 --
----------- -----------
Net cash used in
investing activities ......... (451,826) (88,886)
----------- -----------

Cash flows from financing activities:
Proceeds from related party loans (Note 3) ........... 8,506,471 4,628,600
Repayment of related party loans (Note 3) ............ (3,947,934) (1,370,127)
Proceeds from note payable (Note 10) ................. 6,733,086 --
Repayment of note payable (Note 10) .................. (3,569,234) --
----------- -----------
Net cash provided by
financing activities ......... 7,722,389 3,258,473
----------- -----------

Net change in cash .............. (88,076) 367,213

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

Cash, end of period ...................................... $ 439,314 $ 527,390
=========== ===========

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes ..................................... $ 1,100 $ --
=========== ===========
Interest ......................................... $ 396,167 $ 18,983
=========== ===========

See accompanying notes to consolidated financial statements

F-6

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

(1) Nature of Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Across America Real Estate Corp. ("AARD" or the "Company") was incorporated
under the laws of Colorado on April 22, 2003. The Company is a co-developer,
principally as a financier, for built-to-suit real estate development projects
for retailers who sign long-term leases for use of the property. Land
acquisition and project construction operations are conducted through the
Company's subsidiaries. The Company creates each project such that it will
generate income from the placement of the construction loan, rental income
during the period in which the property is held, and the capital appreciation of
the facility upon sale. Affiliates, subsidiaries and management of the Company
will develop the construction and permanent financing for the benefit of the
Company..

Principles of Consolidation

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

Name of Subsidiary Ownership

All significant intercompany accounts and transactions have been eliminated in
consolidation.

Management changed the manner in which it presents the Company's operating
results and cash flows during the year ended December 31, 2004. Management no
longer considers the Company in the development stage as defined by the FASB
Statement of Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises." As a result, cumulative operating results and cash flow
information are no longer presented in the accompanying financial statements.
This change does not affect our operating results or financial position.
Accordingly, no pro forma financial information is necessary.

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

F-7

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original
maturities of three months or less when acquired, to be cash equivalents. The
Company had no cash equivalents at December 31, 2005. Cash that has been
borrowed specifically for use in future projects is restricted. Restricted cash
will be used for projects within the next 12 months.

Accounts Receivable

Accounts receivable consists of amounts due from the sale of real estate
projects. The Company considers accounts more than 30 days old to be past due.
The Company uses the allowance method for recognizing bad debts. When an account
is deemed uncollectible, it is written off against the allowance. As of December
31, 2005, management believes all receivables are collectible and no allowance
for uncollectible accounts is necessary.

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
ranging from five to seven years. Expenditures for repairs and maintenance are
charged to expense when incurred. Expenditures for major renewals and
betterments, which extend the useful lives of existing property and equipment,
are capitalized and depreciated. Upon retirement or disposition of property and
equipment, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the statements of
operations.

Construction in Progress and Land Held for Development

Land acquisition costs are capitalized as "Land Held for Development". Project
costs that are associated with the development and construction of a real estate
project are capitalized as a cost of that project and are included in the
accompanying consolidated financial statements as "Construction in progress".
Costs are allocated to individual projects by the specific identification
method. Interest costs are capitalized while development is in progress. Once a
project is sold, the capitalized costs are reclassified as "Cost of sales" to
offset real estate sales in the Statement of Operations.

Impairment and Disposal of Long-Lived Assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded
on long-lived assets used in operations when indicators of impairment are
present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured at the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair value, less
costs to sell.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109,
Accounting for Income Taxes (SFAS 109). SFAS 109 requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

F-8

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

Revenue Recognition

The Company recognizes revenue from real estate sales under the full accrual
method. Under the full accrual method, profit may be realized in full when real
estate is sold, provided (1) the profit is determinable and (2) the earnings
process is virtually complete (the Company is not obligated to perform
significant activities after the sale to earn the profit). The Company
recognizes revenue from its real estate sales transactions on the closing date.

The Company also generates minimal rental income and management fee income
between the periods when a real estate project is occupied through the closing
date on which the project is sold. Rental income and management fee income is
recognized in the month earned.

Earnings per Common Share

Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if potentially dilutive common shares had been issued.

At December 31, 2005, there was no variance between basic and diluted earnings
per share as there were no potentially dilutive common shares outstanding.

Financial Instruments

At December 31, 2005, the fair value of the Company's financial instruments
approximate fair value due to the short-term maturity of the instruments.

Year-end

The Company has selected December 31 as its year-end.

Recent Accounting Standards

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its consolidated
financial statements.

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based
Payment." This Statement supercedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees" and its related implementation guidance. It establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. This Statement does not
change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement No. 123 as originally issued and EITF
Issue No. 96-18. This Statement is effective for public entities that file as
small business issuers as of the beginning of the first fiscal period that
begins after December 15, 2005. The application of SFAS No. 123 (revised) would
not currently have a material impact on the Company's consolidated financial
statements.

F-9

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

(2) Real Estate Development Projects

Projects Sold in 2005:

On March 7, 2005, we entered into an arrangement with Charmar Property
Acquisitions, Inc. ("Charmar"), an unaffiliated builder and developer of
commercial property, for the purpose of developing a restaurant property in
Olive Branch, Mississippi to be occupied by an International House of Pancakes
("IHOP") franchise who signed a fifteen-year lease. The name of the limited
liability company is AARD-Charmar-Olive Branch, LLC ("Olive Branch"). Charmar
owns 49% of Olive Branch and we own 51% of the LLC. The parties agreed to
allocate the profits from the proceeds of the sale of the project evenly, after
all development and construction costs and interest and fee expenses are paid
and settled. The project was sold the on December 2, 2005 and profits were
divided between the two LLC members.

On November 10, 2004, we (through our wholly-owned subsidiary, CCI Corona)
entered into an arrangement with Charmar Property Acquisitions, Inc.
("Charmar"); an unaffiliated third party for the purpose of developing a
restaurant property in Corona, California to be occupied by Lone Star Steakhouse
franchise, who signed a fifteen year lease. The name of the limited liability
company is L-S Corona Pointe, LLC ("L-S Corona"). Charmar owns 49.99% of L-S
Corona and we own 50.01% of the LLC. The project was sold on December 16, 2005
and profits were divided between the two LLC members.

Projects Currently in Development Process or For Sale as of December 31, 2005:

Riverdale

On October 1, 2004, we entered into an arrangement with S&O Development, LLC, an
unaffiliated builder and developer of commercial property, to develop an express
tunnel carwash located in Littleton, Colorado. The parties formed a limited
liability company for the development of the project. The name of the limited
liability company was Riverdale Carwash Lot3A, LLC. S&O Development originally
owned 49.9% of Riverdale Carwash Lot3A, LLC and we originally owned 50.1%. The
parties agreed to split the profits each 50% from the proceeds of the sale of
the project after all development and construction costs and interest and fee
expenses are paid and settled. The project was completed on April 23, 2005.

On August 19, 2005, we purchased S&O Development's ownership in Riverdale
Carwash Lot 3A, LLC for $53,641, giving us 100% ownership of the Riverdale
project.

Cypress Sound

Stonegate

F-10

Ridgeview

Bluffton 278

American Fork

Firestone

Laveen

(3) Related Party Transactions

Office Lease

The Company signed a noncancellable operating lease to rent office space from
GDBA, its majority shareholder. The term of the lease commenced June 1, 2003 and
expired December 31, 2003. The Company exercised an option to extend the lease
through December 31, 2004 on the same terms. Payments required under the
operating lease are $250 per month. Future minimum rental payments required
under the lease total $4,750. As of December 31, 2005, the Company owed the
shareholder $4,750 for unpaid lease payments. This balance is included in the
accompanying consolidated financial statements as "Indebtedness to related
party".

F-11

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

Agreement to Fund

On November 26, 2004 we entered into a three-year "Agreement to Fund" our real
estate projects with GDBA Investments, LLLP ("GDBA"), our largest shareholder.
We are currently dependant on this relationship and would be unable to fund any
projects if we lose our current funding commitment from GDBA. In addition, our
senior credit facility with Vectra Bank Colorado, which is renewable annually,
has been guaranteed by GDBA Investments and its principals. Given the early
stage of our company, it is unlikely that we could renew our senior credit
facility without the continuation of these guarantees.

We utilized capital from GDBA to fund our project growth through 2005. The
amount we borrowed throughout the year fluctuated as we borrowed to fund new
projects and repaid principal and interest on properties we sold. As of December
31, 2005 we owed GDBA $7,842,315 in principal and accrued interest of $573,166.

In 2005, we received $8,506,471 in loans for our construction projects under our
loan agreement with GDBA. We repaid a total of $3,947,934 during this period to
this shareholder. In 2004, we received $4,628,600 in loans for our construction
projects under our loan agreement with GDBA. We repaid a total of $1,370,127
during this period to this shareholder.

Notes Receivable and Development Deposits

During the course of acquiring properties for development, Across America, on
behalf of its subsidiaries and development partners, typically is required to
provide capital for earnest money deposits that may or may not be refundable in
addition to investing in entitlements for properties before the actual land
purchase. Because these activities represent a risk of our capital in the event
the land purchase is not completed, it is our policy to require our development
partners to personally sign promissory notes to Across America Real Estate Corp.
for all proceeds expended before land is purchased. Once the land has been
purchased and can collateralize the capital invested by us, the promissory note
is cancelled. AARD had $490,160 in earnest money deposits outstanding at
December 31, 2005. These deposits were held by affiliates and all were
collateralized by promissory notes from our development partners.

(4) Property and Equipment

The Company's property and equipment consisted of the following at December 31,
2005:

Equipment .............................. $ 20,443
Furniture and fixtures.................. 5,938
Computers and related equipment ........ 5,313
-------
31,694
Less accumulated depreciation .......... (2,505)
-------
$ 29,189
=======

Depreciation expense totaled $2,418 and $87 for the years ended December 31,
2005 and December 31, 2004 respectively. Depreciation expense for the year ended
December 31, 2005 includes $599 related to the depreciation of equipment under
capital lease.

F-12

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

(5) Shareholders' Equity

Preferred Stock

The Board of Directors is authorized to issue shares of preferred stock in
series and to fix the number of shares in such series as well as the
designation, relative rights, powers, preferences, restrictions, and limitations
of all such series.

Common Stock

As of December 31, 2005 the Company has 50,000,000 shares of common stock that
are authorized, 16,036,625 shares that are issued and outstanding at a par value
of $.001 per share.

(6) Income Taxes

The provision for income taxes consists of the following:

Years ended December 31,
-----------------------
2005 2004
---------- ----------
Current:
Federal .............................. $ 11,538 $ 463
State ................................ 11,874 113
---------- ----------
$ 23,412 $ 576
========== ==========
Deferred:
Federal .............................. $ 26,576 $ -
State ................................ - -
---------- ----------
Total income tax provision ............. $ 49,988 $ 576
========== ==========

The reconciliation of the income tax expense computed at U.S. federal statutory
rates to the provision for income taxes is as follows:

Years ended December 31,
-----------------------
2005 2004
---------- ----------
Tax at US federal statutory rates .... $ 11,538 $ 463
State income taxes, net of federal ... 11,874 113
Change in beginning deferred balance . 26,576 -
---------- ----------
Total income tax expense ............. $ 49,988 $ 576
========== ==========

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

Deferred tax assets:
Provision for income taxes .......... $ 1,438
Partnership income ................... 2,752
Lease income ......................... 3,907
----------
$ 8,097

Deferred tax liability:
Depreciation ........................ $ 34,672
----------
Total net deferred tax liability ....... $ 26,575
==========

As of December 31, 2005, no valuation allowance has been provided based on the
Company's assessment of the future realizability of certain deferred tax assets.

F-13

ACROSS AMERICA REAL ESTATE CORP.
Notes to Consolidated Financial Statements

(7) Noncontrolling Interests

Following is a summary of the noncontrolling interests in the equity of the
Company's subsidiaries. The Company establishes a subsidiary for each real
estate project. Ownership in the subsidiaries is allocated between the Company
and the co-developer/contractor.

Real Estate Projects

Olive Cypress American
L-S Corona Branch Sound Stonegate Bluffton Fork Total
--------- --------- --------- --------- --------- --------- ---------

Noncontrolling Interest Balance,
January 1, 2005 ............. $ -- $ -- $ -- $ -- $ -- $ -- $ --
Earnings allocated to
noncontrolling interest ..... 147,814 135,645 (4,594) 9,845 (479) (269) 287,962
Earnings disbursed/accrued for
noncontrolling interest ..... (147,814) (135,645) -- -- -- -- (283,459)

--------- --------- --------- --------- --------- --------- ---------
Noncontrolling Interest Balance,
December 31, 2005 ........... $ -- $ -- $ (4,594) $ 9,845 $ (479) $ (269) $ 4,503
========= ========= ========= ========= ========= ========= =========

(8) Concentration of Credit Risk for Cash

The Company has concentrated its credit risk for cash by maintaining deposits in
financial institutions, which may at times exceed the amounts covered by
insurance provided by the United States Federal Deposit Insurance Corporation
("FDIC"). The loss that would have resulted from that risk totaled $196,411 at
December 31, 2005, for the excess of the deposit liabilities reported by the
financial institution over the amount that would have been covered by FDIC. The
Company has not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk to cash.

(9) Operating Lease Commitments

Lessee

The Company entered into an office lease agreement on October 28, 2005, which
commenced November 1, 2005 and expires December 31, 2006. The lease payment is
$4,146 per month.

Combined future minimum lease payments under the leases are as follows:

December 31,
-----------------------
2006.......... $ 45,606
========

Lessor

The Company, as 100% owner of Riverdale Lot 3A, LLC, receives rental income from
its property held for sale in the amount of $19,479 per month. The agreement
commenced April 23, 2005 and expires April 22, 2020 or upon sale of the
property. The Company, as 51% owner of AARD-Stonegate LLC, receives rental
income from its held-for-sale property in the amount of $22,214 per month. The
agreement commences December 31, 2005 and expires December 30, 2020 or upon sale
of the property.

Future minimum rental incomes from property held for sale are as follows:

December 31,
------------------------

2006.................... $ 500,314
2007.................... 500,314
2008.................... 500,314
2009.................... 500,314
2010.................... 500,314
----------
$2,501,570
==========

There is no allowance made as of December 31, 2005 for uncollectible rent as the
Company believes all rents to be collectible.

F-14

(10) Senior Credit Facility

As of December 31, 2005, we had two outstanding notes under this facility; one
for our Stonegate project with a maximum principal amount of $1,820,000 and a
maturity date of March 6, 2007, and one for our Firestone project with a maximum
principal amount of $1,010,000 and a maturity date of September 19, 2006. The
interest rate on each note is a floating rate of 2.25% over the 30 day LIBOR
index and the rate is reset monthly. As of December 31, 2005, Stonegate had an
outstanding principal amount of $1,555,172 and total accrued interest of $15,039
and Firestone had an outstanding principal amount of $406,796 and total accrued
interest of $12,191.

On August 23, 2005, Riverdale Carwash Lot3A, LLC entered into a loan agreement
with Vectra Bank in the amount of $1,200,000. The note, which is not part of the
$10,000,000 construction facility with Vectra Bank, is being amortized monthly
over a twenty-year period and has an eighteen month maturity. The interest rate
on the note is a floating rate of 2.25% over the 30 day LIBOR index and resets
monthly. The note is due to mature on February 23, 2007 and as of December 31,
2005, this note had an outstanding principal balance of $1,189,631.

As of December 31, 2005 our total oustanding principal due to Vectra Bank and
our annual schedule of repayment is as follows:

December 31,
-----------------

2006............. 431,142
2007............. 2,720,457
----------
3,151,599
==========

(11) Variable Compensation Plan

The variable compensation plan is designed to reward the senior management of
AARD based upon the growth and profitability of the Company. The variable
compensation pool is calculated by taking income after all expenses but before
taxes. The income before taxes is then differentiated into two components; a
base component and a growth component.

The base component is an amount equal to the income before taxes and variable
compensation for the prior year. The growth component is calculated by
subtracting the base component from the current year's income before taxes and
variable compensation. The variable compensation pool is calculated by
multiplying the base component by 8% and the growth component by 15% and adding
the two figures together.

(12) Capitalized Interest and Interest Expense

For the year ended December 31, 2005 the Company has recognized $130,250
interest expense that is not related to capitalized projects and $815,975
capitalized interest expense that is included in either Construction in Progress
or Property Held for Sale on the balance sheet December 31, 2005, with the
exception of projects that were sold during the year, which would have included
the capitalized interest amount in our Cost of Sales.

(13) Capital Lease Obligations

The Company entered into a capital equipment lease on October 4, 2005. The lease
commenced on October 4, 2005 and expires September 26, 2010. The lease payment
is $231 per month.

Future minimum lease payments under the lease are as follows:

December 31,
------------------------------------------------
2006 ........................................... 2,772
2007 ........................................... 2,772
2008 ........................................... 2,772
2009 ........................................... 2,772
2010 ........................................... 2,079
--------
$ 13,167
less imputed interest 914
--------
$ 12,253
========

(14) Letters of Intent

On December 21, 2005 we announced that we have entered into letters of intent
with two entities to provide financing for our continuing operations. One of the
entities is GDBA, who would convert approximately $3,000,000 of current debt
into Convertible Preferred Stock. As a result, under each letter of intent, each
entity would hold a total investment of $10,000,000 in two instruments,
consisting of Senior Subordinated Notes, for a total of $7,000,000, and
Convertible Preferred Stock, for a total of $3,000,000. The entity which is not
GDBA, or its designees, would also be allowed to purchase an additional amount
of Convertible Preferred Stock up to an additional $300,000. The letters of
intent are not binding upon the parties and remain subject to the execution of
mutually acceptable contracts. As of March 23, 2006, no such contracts have been
executed on either instrument and each remain outstanding only as letters of
intent.

ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with
its present accounting firm during the reporting period.

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this annual report on Form 10-KSB, we
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) and 15d-15(e)). That evaluation was performed under the supervision
and with the participation of its management, including its Chief Executive
Officer and its Chief Financial Officer. Based on that evaluation, our Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information relating
to Entrust Financial Services required to be included in its periodic SEC
filings.

Changes in Internal Control over Financial Reporting

The Company has made no significant change in its internal control over
financial reporting during the most recent fiscal quarter covered by this annual
report on Form 10-KSB that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

Nothing to report.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Our Directors and Executive Officers, their ages and positions held with us as
of March 23, 2005 are as follows:

NAME AGE POSITION HELD
------------------- --- ----------------------------------

Alexander V. Lagerborg 59 President, Chief Executive Officer, and
Director

Charles J. Berling 62 Executive Vice President and Managing
Director of Operations

James W Creamer III 41 Vice President, Treasurer and Chief
Financial Officer

Joni K. Troska 46 Secretary and Controller

G. Brent Backman 65 Director

Eric Balzer 58 Director

Daniel J Wilhelm 61 Director

Our Directors will serve in such capacity until our next annual meeting of
shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. There are no family
relationships among our officers and directors, nor are there any arrangements
or understandings between any of our directors or officers or any other person
pursuant to which any officer or director was or is to be selected as an officer
or director.

Mr. Lagerborg has been the President of Across America Real Estate Corp. since
February 2004. He became a Director in April, 2004. He has been involved with
the Company since its inception. From March 1999 through January 2004 Mr.
Lagerborg served as President of Capital Strategies Network, an investor
relations firm that provided investor relation counsel on a national basis to
publicly traded companies. From 1997 until 1999 Mr. Lagerborg served as Director
of Investor Relations for Recycling Industries a publicly traded national metal
recycling company. Mr. Lagerborg also served as Executive Vice President and
co-founder of Landmark Title Services Corporation a regional real estate title
insurance company. Mr. Lagerborg received a Bachelor of Arts degree in economics
from The Colorado College in 1969 and has done graduate work in business at the
University of Southeast Missouri.

Mr. Berling has been Executive Vice President and Managing Director of
Operations of Across America Real Estate Corp. since December, 2004. He has
extensive experience in the real estate industry and related operational and
development experience. He has served as the Director of Real Estate for All
Terrain Property Funds since 2003. This is a private company which acquires
distress real estate properties. He also has owned and managed Berling Equities
LLC, a real estate development, consulting and Real Estate Services Company
since 1992. Mr. Berling also serves as a member of the board of directors of
Matrix Capital Bank and is a member of the Urban Land Institute and the
University of Colorado Real Estate Council. He has been responsible for
developing more than 17 million square feet and $2 Billion of commercial real
estate in major markets throughout the United States, while holding executive
positions with Homart Development Co., Glacier Park Co. and BetaWest Properties.
Mr. Berling is a 1965 graduate of Princeton University.

Mr. Creamer has been Vice President, Treasurer and Chief Financial Officer since
joining Across America Real Estate Corp. in July, 2005. He joined our Company
from Vectra Bank Colorado, where he was a Vice President in Commerical Banking,
focusing largely on commercial real estate lending. Prior to commercial banking
Mr. Creamer was an Investment Banker for J.P. Turner & Co. where he worked from
2001 to 2004. He was an Equities Analyst at Global Capital Securities Corp from
1999 to 2001 where he served as Director of Research for the last year of his
tenure. From 1992 to 1998 Mr. Creamer was a Vice President of Institutional
Fixed Income Sales at Hanifen, Imhoff Inc. Mr. Creamer holds a finance degree
from Arizona State University and is a CFA Charterholder.

Ms. Troska has been at Across America Real Estate Corp since our inception and
is currently our Secretary and Controller. Prior joining us, she started SP
Business Solutions, a business consulting service, in April, 2002. Prior to that
date, she was employed for fourteen years as the General Accounting Manager and
financial liaison for software implementations and acquisition integration by
Advanced Energy Industries, Inc., a public international electronics
manufacturing company, in Fort Collins, Colorado. Ms. Troska holds a degree in
accounting from Regis University.

Mr. Backman joined our Board of Directors in March, 2006. Mr. Backman co-founded
Advanced Energy Industries (NASDAQ: AEIS) in 1981 and had been Vice President of
Advanced Energy and a Director since its incorporation until December, 1998 when
he retired as an officer of the company. He later retired from Advanced Energy's
Board of Directors in 2003. Mr. Backman helped Advanced Energy differentiate
itself by growing to in excess of $100 million in revenues without any outside
capital until the company went public in 1995. He helped lead the company to
$360 million in annual revenue with 1,498 employees and a market cap of $2.3
billion in the fiscal year 2000. Mr. Backman started his career at Hughes
Aircraft Company, where he rose to the position of Business Manager of a $400
million research lab. He left Huges Aircraft Company to help found Ion Tech,
which was acquired by Veeco Instruments. Mr. Backman has a degree from
California State University, Fullerton.

Mr. Wilhelm joined our Board of Directors in June, 2005 and has over 30 years
experience as a senior executive in the real estate development and property
management industry. Currently he is partnering with the Porsche family of
Salzburg, Austria as co-owner and managing member of DOXA Arizona, DOXA Central
and DOXA Facility Solutions. Mr. Wilhelm currently owns and manages, with the
DOXA Companies, 120,000 square feet of commercial office space that is primarily
occupied by the Department of Homeland Security and the Arizona Department of
Education. As founder and CEO of Eagle Western Management Company, he
established an excellent reputation for improving the position and enhancing the
value of the assets owned by the company's clients. Mr. Wilhelm sold his company
to Grubb & Ellis in a transaction completed in 2002. In addition he has served
as a board member of Southwest Leadership Foundation since 1988 and was CEO from
2002-2004. Mr. Wilhelm holds a finance degree from the University of San Diego.

Mr. Balzer has been a Director of ours since our inception. He also has served
as a member of the Board of Directors and Chairman of the Audit Committee of
Ramtron International Corporation (NASDAQ: RMTR), which designs specialized
semiconductor products, from September, 1998 to 2004. In 2004, he became its
Chief Financial Officer. Mr. Balzer was Senior Vice-President of Operations at
Advanced Energy Industries (NASDAQ: AEIS) from 1990 to 1999. Prior to joining
Advanced Energy, Mr. Balzer was the Controller and, later, the Material and
Manufacturing Manager of the Colorado Springs facility for International
Business Machines (IBM). In addition to Advanced Energy, he has been a senior
manager in one other successful start-up company, Colorado Manufacturing
Technology, Inc., which was subsequently sold. His experience also includes
financial oversight responsibilities for $1.5 Billion of cost plus construction
programs with Shell Oil Company. Mr. Balzer currently manages his own
residential real estate development and property management companies. These
companies are known as Antares Development,LLC which has been in business since
November, 1997 and Antares Property Management, Inc., which has been in business
since July, 1999.

Item 10. EXECUTIVE COMPENSATION

The following table discloses, for the years indicated, the compensation for our
Chief Executive Officer and each executive officer that earned over $100,000
during the year ended December 31, 2005.

Annual Compensation Long Term Compensation
---------------------------------------------- --------------------------------------
Awards Payouts
------------------------- ---------------------------
Name and Principal Year Salary Bonus Other Stock Restricted Securities All Other
Position Compensation Compensation LTIP Award Underlying Options
($) Options (#s)
-------------------- -------- ------------------- ----------- ------------- -------------- ------------ ----------

====================================================================================================================

Alexander V. 2005 120,000 6,662 -0- -- -- --
Lagerborg -------- ------------------- ----------- ------------- -------------- ------------ ----------
President (1)
2004 120,000 -0- -- -- (2)
====================================================================================================================

Charles J. 2005 110,000 5,716 -0-
Berling, Executive -------- ------------------- ----------- -------------
Vice President(3)
2004 110,000 -0- -0-
====================================================================================================================

James W. Creamer,
III, Vice
President and
Treasurer(4)
2005 100,000 2,855
====================================================================================================================

(1) Our President, Mr. Lagerborg receives a salary of $120,000 per annum, plus a
percentage of our Variable Compensation Program, which is based on our
profitability, paid quarterly. Mr. Lagerborg accrued variable compensation of
$6,662 in 2005. Mr. Lagerborg joined us in February, 2004.

(2) Mr. Lagerborg has purchased from GDBA RE One, LLC a total of 210,000 shares
of our common stock in a private transaction at a price of $.01 per share on
February 1, 2004. GDBA RE One, LLC will have the right to reacquire these shares
for the original purchase price if Mr. Lagerborg leaves his employment during
the first three years of his employment, subject to certain exceptions. If Mr.
Lagerborg leaves during the first year, all shares can be reacquired. If Mr.
Lagerborg leaves during the second year, 120,000 shares can be reacquired. And
if Mr. Lagerborg leaves during the third year, 60,000 shares can be reacquired.

(3) Mr. Berling, our Executive Vice President and Managing Director of
Operations receives a salary of $110,000 per year, plus a percentage of our
Variable Compensation Program, which is based on our profitability, paid
quarterly. Mr. Berling accrued variable compensation of $5,716 in 2005. Mr.
Berling joined us in April, 2004.

(4) Mr. Creamer, our Vice President, Treasurer and Chief Financial Officer
receives a salary of $100,000 per year plus a percentage of our Variable
Compensation Program, which is based on our profitability, paid quarterly. Mr.
Creamer accrued variable compensation of $2,855 in 2005. Mr. Creamer joined us
in July, 2005.

We reimburse our executives for all necessary and customary business related
expenses. We have no plans or agreements which provide health care, insurance or
compensation on the event of termination of employment or change in our control.

We pay our non-management Directors $2,000 for each Board meeting they attend
and reimburse them for any out-of-pocket expenses incurred by them in connection
with our business. Our other officer and directors have agreed to allocate a
portion of their time to our activities, without compensation. These officers
and directors anticipate that our business plan can be implemented by their
collectively devoting approximately twenty hours per month to our business
affairs. Consequently, conflicts of interest may arise with respect to the
limited time commitment of such directors. These officers will use their best
judgments to resolve all such conflicts.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following sets forth the number of shares of our $.0.001 par value common
stock beneficially owned by (i) each person who, as of March 23, 2006, was known
by us to own beneficially more than five percent (5%) of its common stock; (ii)
our individual Directors and (iii) our Officers and Directors as a group. A
total of 16,036,625 common shares were issued and outstanding as of March 23,
2006.

Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership (1)(2) Class
------------------- --------------------------- -----
G. Brent Backman(3) 10,672,250 66.5%
1660 17th Street, Suite 450
Denver, Colorado 80202

Sarmat, LLC(4) 3,290,000 20.3%
1660 17th Street, Suite 450
Denver, Colorado 80202

Alexander V. Lagerborg(5) 396,000 2.5%
1660 17th Street, Suite 450
Denver, Colorado 80202

Joni K. Troska(6) 22,000 .1%
1660 17th Street, Suite 450
Denver, Colorado 80202

Charles J. Berling 35,000 .2%
1660 17th Street, Suite 450
Denver, Colorado 80202

Eric Balzer(7) 225,000 1.4%
1660 17th Street, Suite 450
Denver, Colorado 80202

Officers and Directors Ownership as of March 23, 2006

Shares Percentage Ownership
---------- ---------------------
G. Brent Backman 10,662,500 66.5%
Other 678,000 4.2%
---------- ---------------------
Total Officers and Directors (six people) 11,340,500 70.7%

Total Shares Outstanding 16,035,625

(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.

(3) A total 10,662,500 shares are owned of record by GDBA Investments, LLLP,
which is controlled by Mr. Brent Backman. Mr. Backman became a Director in
March, 2006. Until his recent appointment to our board of directors, Mr.
Backman's role with us was as an indirect investor. A total of 10,000 shares are
owned in the name of adult children of the affiliate of this entity, for which
it disclaims beneficial ownership.

(4) A total of 2,090,000 of these shares are owned of record. Sarmat, LLC is
controlled by Mr. Brian Klemsz. Mr. Klemsz's only role with us is as an indirect
investor. A total of 1,200,000 shares are owned in the name of family members of
the affiliate of this entity.

(5) Includes 185,000 shares owned of record by Mr. Lagerborg and 1,000 shares
owned of record by Mr. Lagerborg's family members, for which he disclaims
beneficial ownership. In addition, Mr. Lagerborg has purchased from GDBA RE One,
LLC a total of 210,000 shares of our common stock in a private transaction at a
price of $.01 per share on February 1, 2004. GDBA RE One, LLC will have the
right to reacquire these shares for the original purchase price if Mr. Lagerborg
leaves his employment during the first three years of his employment, subject to
certain exceptions. If Mr. Lagerborg leaves during the first year, all shares
can be reacquired. If Mr. Lagerborg leaves during the second year, 120,000
shares can be reacquired. And if Mr. Lagerborg leaves during the third year,
60,000 shares can be reacquired.

(6) Includes 10,000 shares owned of record by Ms. Troska and 12,000 shares owned
of record by Ms. Troska's husband, for which she disclaims beneficial ownership.

(7) 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. Mr. Balzer
disclaims beneficial ownership of these shares.

None of the minority members of our subsidiaries own five percent or more of us.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On November 26, 2004 we entered into a three-year "Agreement to Fund" our real
estate projects with GDBA, our largest shareholder. Under the agreement, we may
borrow up to $7,000,000 for our real estate projects. On June 2, 2005, the
parties amended the agreement to permit us to borrow up to $10,000,000. Each
loan is secured only by the properties against which the loans are made and by
us with a corporate guarantee to the lender. The adjustable interest rate resets
quarterly at a rate equal to the 10 year Treasury note plus 6.50%. We repay
principal and interest when each project is completed and sold.

During 2005, we through our subsidiaries Riverdale Carwash Lot 3A, LLC
("Riverdale") and AARD-Stonegate, LLC ("Stonegate") developed express tunnel
carwash facilities in Littleton, CO and Parker, CO respectively. Each of these
carwash facilities were secured by fifteen-year leases from Aquatique
Industries, Inc. to operate Kwik Car Wash operations in each facility. GDBA
owned 60% of Aquatique Industries.

We signed a noncancellable operating lease to rent office space from GDBA, our
majority shareholder. The term of the lease commenced June 1, 2003 and expired
December 31, 2003. We exercised an option to extend the lease through December
31, 2004 on the same terms. Payments required under the operating lease are $250
per month. Future minimum rental payments required under the lease total $4,750.
As of December 31, 2005, we owed the shareholder $4,750 for unpaid lease
payments.

On December 21, 2005 we announced that we have entered into letters of intent
with two entities to provide financing for our continuing operations. One of the
entities is GDBA, who would convert approximately $3,000,000 of current debt
into Convertible Preferred Stock. As a result, under each letter of intent, each
entity would hold a total investment of $10,000,000 in two instruments,
consisting of Senior Subordinated Notes, for a total of $7,000,000, and
Convertible Preferred Stock, for a total of $3,000,000. The entity which is not
GDBA, or its designees, would also be allowed to purchase an additional amount
of Convertible Preferred Stock up to an additional $300,000. The letters of
intent are not binding upon the parties and remain subject to the execution of
mutually acceptable contracts. As of March 23, 2006, no such contracts have been
executed on either instrument and each remain outstanding only as letters of
intent.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

The following financial information is filed as part of this report:

(a) (1) FINANCIAL STATEMENTS

(2) SCHEDULES

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith
are incorporated by reference to previously filed documents:

EXHIBIT NO. DESCRIPTION
----------- ----------------------------------------------------------------
Exhibit
Number Description
------ -----------
3.1 * Articles of Incorporation

3.2 * Bylaws

3.3 Articles of Amendment to Articles of Incorporation

10.1 * Loan Financing Agreement with GDBA Investments, LLLP,

10.2 * Construction Land Acquisition Loan Agreement with Cross
Country Properties II, LLC,
10.3 * Construction Land Acquisition Loan Agreement with Cross
Country Properties III, LLC

10.4 * Lease Agreement between Moody Group, LLC and Family Dollar Stores of
Georgia, Inc.

10.5 * Lease Agreement between Cross Country Properties III, LLC and Advance
Auto Stores Company.

10.6 * Agreement between GDBA RE One, LLC ("Seller") and Alexander V.
Lagerborg.

10.7 * Letter of Intent dated July 1, 2004 between Across America Real
Estate Development Corp. and Carwash Management, Inc.
10.8 * Joint Development Agreement; filed under cover of Form 8-K, 10/06/04

10.9 * Agreement to Fund with GDBA Investments, LLLP; filed under cover of
Form 8-K, 12/01/04

10.10 * Senior Credit Facility with Vectra Bank; filed under cover of
Form 8-K, 4/28/05

21 List of Subsidiaries.

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

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

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

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

* Previously filed

(b) Reports on Form 8-K.

The Company filed six reports on Form 8-K during the fourth quarter of the
fiscal year ended December 31, 2005.The reports were filed on 9/23/2005 (amended
9/27/2005); 12/02/2005; 12/07/2005; 12/20/2005; 12/21/2005;and 12/22/2005;

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Cordovano and Honeck, P.C., Certified Public
Accountants, billed an aggregate of $20,025 for the year ended December 31, 2005
and an aggregate of $11,760 for the year ended December 31, 2004 for
professional services rendered for the audit of the Company's annual financial
statements and review of the financial statements included in its quarterly
reports.

We do not have an audit committee and as a result its entire board of directors
performs the duties of an audit committee. Our board of directors evaluates the
scope and cost of the engagement of an auditor before the auditor renders audit
and non-audit services.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ACROSS AMERICA REAL ESTATE CORP.

Dated: MARCH 30, 2006 By: /s/ Alexander V. Lagerborg
------------------- ----------------------------------
Alexander V. Lagerborg
President, Chief Executive Officer,
and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Dated: MARCH 30, 2006 By: /s/ James W Creamer III
---------------- ------------------------------------
James W Creamer III
Treasurer, Chief Financial Officer

Dated: MARCH 30, 2006 By: /s/ Eric Balzer
---------------- -----------------------------------
Eric Balzer
Director

Dated: MARCH 30, 2006 By: /s/ G. Brent Backman
---------------- -----------------------------------
G. Brent Backman Director

Dated: MARCH 30, 2006 By: /s/ Daniel J Wilhelm
---------------- -----------------------------------
Daniel J Wilhelm
Director