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SEC
1746 (11-02)
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Potential
persons who are to respond to the collection of information contained
in
this form are not required to respond unless the form displays a
currently
valid OMB control number.
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UNITED
STATES
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OMB
APPROVAL
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SECURITIES
AND EXCHANGE
COMMISSION
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OMB
Number: 3235-0145
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Washington,
D.C. 20549
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Expires:
December 31, 2006
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SCHEDULE
13D
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Estimated
average burden hours per response. .
11
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Under
the Securities Exchange Act of 1934
ACROSS
AMERICA REAL ESTATE CORP
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
005017
10 8 (CUSIP
Number)
G.
Brent Backman
1440
Blake Street, Suite 310, Denver, Colorado 80202
(720)
932-9395
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
28, 2006
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
NO. 005017
10 8
13D
(1)
Names
of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
GDBA
Investments, LLLP
_______________________________________________________________________
(2)
Check
the Appropriate Box if a Member of a Group* (a)
G
(b) G
_______________________________________________________________________
(3)
SEC
Use Only
_______________________________________________________________________
(4)
Source of Funds*
PF
_______________________________________________________________________
(5)
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or
2(e)
None
_______________________________________________________________________
(6)
Citizenship or Place of Organization
Colorado
_______________________________________________________________________
Number
of
Shares
(7)
Sole
Voting Power
Beneficially
Owner
by
Each
Reporting See
Item 5 Below
Person
______________________________________________________
(8)
Shared Voting Power
See
Item 5
Below
______________________________________________________
(9)
Sole
Dispositive Power
See
Item 5
Below
______________________________________________________
(10)
Shared
Dispositive Power
-0-
______________________________________________________
(11)
Aggregate
Amount Beneficially Owned by Each
Reporting
Person
See
Item 5
Below
______________________________________________________
(12)
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares
_______________________________________________________________________
(13)
Percent
of Class Represented by Amount in Row (11)
See
Item 5 Below
_______________________________________________________________________
(14) Type
of
Reporting Person
OO
Item
1. Security
and Issuer:
This
statement on Schedule 13D relates to the shares of the common stock $0.001
par
value (the AShares@)
of
ACROSS AMERICA REAL ESTATE DEVELOPMENT CORP., a Colorado corporation (the
"Company"). The address of the Company's principal executive office is 1660
Seventeenth Street, Suite 450, Denver, Colorado 80202.
Item
2. Identity
and Background
(a) This
statement is being filed on behalf of GDBA
Investments, LLLP
(the
"Reporting Person"). The Reporting Person is taking the action discussed
herein.
(b) The
business address of the Reporting Person is 1440 Blake Street, Suite 310,
Denver, Colorado 80202.
(c) The
Reporting Person is a limited liability partnership organized under the laws
of
the State of Colorado.
(d) The
Reporting Person has not, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) The
Reporting Person has not, in the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in its being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation by it with respect to such
laws.
(f) The
Reporting Person is a United States entity.
Item
3. Source
and Amount of Funds or Other Consideration
The
source of funds for the activity disclosed herein was a cash investment into
the
Company and a forgiveness of debt.
Item
4. Purpose
of Transaction
GDBA
Investments, LLLP
acquired
250,000 shares of Convertible Preferred Stock, which was purchased at $12.00
per
share for cash from personal funds as a long-term investment in the Company.
GDBA
Investments, LLLP
intends
to hold the Preferred Stock indefinitely. There are no current agreements to
sell any shares of Preferred Stock. The Reporting Person also acquired a total
of $3,500,000 of Senior Subordinated Notes and gave a revolving line of credit
for $3,500,000.
Except
as
set forth in this Item 4, the Reporting Person has no present plans or proposals
that relate to or that would result in any of the actions specified in clauses
(a) through (j) of Item 4 of Exchange Act Schedule 13D.
Item
5. Interest
in Securities of the Issuer
(a) The
Reporting Person is the record and beneficial owner of 10,672,250 shares of
Common Stock, constituting approximately 65.8% of the shares of Common Stock
currently issued and outstanding.
In
addition, the Reporting Person owns 250,000 shares of Convertible Preferred
Stock, which was purchased at $12.00 per share and is convertible into common
stock of the Company at $3.00 per share, subject to anti-dilution adjustments
in
certain circumstances such as if the Company pays a stock dividend, subdivides
or combines outstanding shares of common stock into a greater or lesser number
of shares, or takes such other action as would otherwise result in dilution
of
the stockholder's position.
The
Reporting Person also owns a total of $3,500,000 of Senior Subordinated Notes
which bear interest per annum on the unpaid principal and the highest
of:
(i) the
ninety day average for U.S. Treasury Notes with a 10-year maturity as determined
on the last Business Day of each calendar quarter, using the constant maturity
calculation, plus 650 basis points;
(ii) eleven
percent (11%); or
(iii) the
highest effective interest rate accruing on any outstanding indebtedness for
borrowed money of the Company at any time during the applicable calendar
quarter.
The
Senior Subordinated Notes mature three years from the date of issuance. The
full
principal amount of the Senior Subordinated Notes are due upon a default under
the terms of Senior Subordinated Notes.
Finally,
the Reporting Person has granted a revolving loan to the Company until December
31, 2007 in the aggregate amount of $3,500,000. The Reporting Person is funding
this revolving line of credit severally and not jointly with BOCO Investments,
LLC. Except for the term, the revolving line of credit otherwise has the same
terms and conditions as the Senior Subordinated Notes.
(b) The
Reporting Person has sole voting power with respect to 10,672,250 shares of
Common Stock and 250,000 shares of Convertible Preferred Stock; provided,
however, that The Reporting Person and BOCO Investments, LLC (BOCO) each have
the right to nominate a person to the Company’s Board of Directors. The
Reporting Person and BOCO each have each agreed to vote their shares in favor
of
such nominees. The Reporting Person has sole dispositive power with respect
to
10,672,250 shares of Common Stock and 250,000 shares of Convertible Preferred
Stock and shared dispositive power with respect to -0- its Common Shares and
250,000 shares of Convertible Preferred Stock.
(c) Other
than as disclosed above in Item 4, the Reporting Person has not engaged in
any
transactions with respect to the Common Stock during the past 60
days.
(d) Other
than the affiliated companies of the Reporting Person, no other person has
a
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Reporting Person's securities.
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Item
6.
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Contracts,
Arrangement, Understandings or Relationships With Respect to Securities
of
the Issuer
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The
Reporting Person and BOCO each have the right to nominate a person to the
Company’s Board of Directors. The Reporting Person and BOCO each have each
agreed to vote their shares in favor of such nominees. The Reporting Person
and
BOCO each have the right to nominate a director and each is compelled to vote
in
favor of such director until the earlier of (i) the 5th anniversary of the
date
on which all Preferred shares are converted, or (ii) the date on which such
party no longer owns any shares of common stock. Mr. Zimlich has been nominated
by BOCO to the Board and is expected to be elected at our next shareholders’
meeting. Mr. G. Brent Backman, who is currently a director, has been nominated
by the Reporting Person to the Board and is expected to be re-elected at our
next shareholders’ meeting.
Except
as
described in Item 5 above and this Item 6, the Reporting Person has not entered
into any contractual relationships with respect to any securities of the
Company.
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Item
7. |
Material
to Be Files as Exhibits
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10.11 Securities
Purchase Agreement
10.12 Subordinated
Note-GDBA
10.14 Shareholders'
Agreement
10.15 Registration
Rights Agreement
10.16 Revolving
Note-GDBA
Signature
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
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GDBA
Investments, LLLP
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| Date: 10/3/06
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By: |
/s/ G.
Brent Backman |
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G. Brent Backman |
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General
Partner |