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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		14073X100

CUSIP NO. 14073X100		13D

Item 1. Security and Issuer:

This Schedule 13D (this “Schedule”) relates to the shares of common stock, $0.001 par value (the “Common Stock”), of Capterra Financial Group, Inc., a Colorado corporation (the “Company”), formerly known as Across America Real Estate Corp. The principal executive offices of the Company are located at 700 Seventeenth Street, Suite 1200, 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

On June 30, 2008, pursuant to a Securities Exchange Agreement with the Company, the Reporting Person converted all 250,000 shares of Series A Convertible Preferred Stock held by it into shares of Common Stock of the Company. The Reporting Person received 5,172,414 shares of Common Stock upon conversion and its shares of Series A Convertible Preferred Stock were retired. As of July 21, 2008, the Company effected a two-for-one reverse stock split of the Common Stock resulting in the Reporting Person’s ownership of 2,586,207 shares of Common Stock related to this transaction.

CUSIP NO. 14073X100		13D

Under the terms of the Securities Exchange Agreement, Reporting Person also exchanged $3,000,000 of Subordinated Revolving Notes for shares of Common Stock. Reporting Person received 5,172,414 shares of Common Stock upon exchange of the Notes and the Notes were cancelled. Following the reverse stock split described above, Reporting Person’s ownership, as of July 21, 2008, is 2,586,207 shares of Common Stock related to this transaction.

In connection with the conversion and exchange described above, the Company paid accrued dividends and interest payable to Reporting Person in an aggregate amount of $482,589 by issuing 358,915 shares of Common Stock, after giving effect to the reverse split described above. Following the reverse stock split described above, Reporting Person’s ownership, as of July 21, 2008, is 10,916,929 shares of Common Stock related to this transaction.

Item 4. Purpose of Transaction

The Reporting Persons intends to hold the shares of Common Stock for long-term investment. The Reporting Person has no current plan to dispose of the shares of Common Stock.

In connection with the conversion and exchange described in Item 3, the Reporting Person and BOCO Investments, LLC, a Colorado limited liability company (“BOCO”), another shareholder of the Company, amended their existing Shareholders’ Agreement dated September 28, 2006. Under the amended Agreement, the Reporting Person and BOCO will each have the right to nominate one person to the Company’s Board of Directors and each have agreed to vote their shares in favor of such nominees. Joseph Zimlich, who is currently a director, has been nominated by BOCO and G. Brent Backman, who also is currently a director, has been nominated by the Reporting Person. Further, the Reporting Person and BOCO have agreed to nominate the Company’s current Chief Executive Officer to the Board and each have agreed to vote their shares in favor of such nominee. Finally, the Reporting Person and BOCO have agreed to nominate up to four additional outside directors as may mutually be agreed to by them. The authorized number of directors on the board of directors shall not be increased to more than seven directors without the unanimous approval of the board. None of the four additional outside directors have been named yet. The amended Shareholder Agreement is for a period of five years, and terminates on June 30, 2013.

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.

CUSIP NO. 14073X100		13D

Item 5. Interest in Securities of the Issuer

Based upon information provided by the Company, there were 16,036,625 shares of Common Stock outstanding prior to the transactions described above. In connection with the conversion and exchange described in Item 3, the Company issued 19,472,758 shares to BOCO, 11,062,657 to Reporting Person and 633,187 to Joseph Zimlich, resulting in total outstanding shares of 47,205,227 following the conversions and exchanges. As of July 21, 2008, following the two-for-one reverse stock split, there were 26,602,614 shares of Common Stock outstanding. Of this amount, the Reporting Person is the beneficial owner of Common Stock constituting approximately 46.3% of the shares of Common Stock issued and outstanding.

In addition, Reporting Person owns a Revolving Note of the Company in the principal amount of $7,000,000. The Revolving Note matures on September 28, 2009 and bears interest per annum at 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 150 basis points;
	(ii)		six percent (6%); or
	(iii)		the highest effective interest rate accruing on certain of the Company’s outstanding indebtedness at any time during the applicable calendar quarter.

(b) The Reporting Person has sole power to vote and direct the disposition of the shares for which it is deemed to be the beneficial owner.

(c) Other than as disclosed above in Item 3, the Reporting Person has not engaged in any transactions with respect to the Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer

As described above in Item 4, the Reporting Person has entered into an amended Shareholders’ Agreement with BOCO pursuant to which the Reporting Person has agreed to vote its shares of Common Stock in connection with the election of certain persons to the board of directors of the Company.

CUSIP NO. 14073X100		13D

Item 7. Material to Be Files as Exhibits

Exhibit 1		Securities Exchange Agreement dated June 30, 2008 by and among the Company and GDBA Investments, LLLP
Exhibit 2		Amended and Restated Shareholders’ Agreement dated June 30, 2008 by and among the Company, BOCO Investments, LLC and GDBA Investments, LLLP

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.

		GDBA Investments, LLLP
7/25/08		/s/ G. Brent Backman
Date		G. Brent Backman
		General Partner

Exhibit Index

Exhibit
No.		Description

Exhibit 1		Securities Exchange Agreement dated June 30, 2008 by and among the Company and GDBA Investments, LLLP
Exhibit 2		Amended and Restated Shareholders’ Agreement dated June 30, 2008 by and among the Company, BOCO Investments, LLC and GDBA Investments, LLLP