-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2WROAIBxwFCm3vlsrng14pQtPC3+2UMH3DThux3k1c9NeV5aLRfdRZqnAbMTT2y 7BWphOqqp472sK4YIzwMPA== 0001079974-09-000229.txt : 20090410 0001079974-09-000229.hdr.sgml : 20090410 20090410151143 ACCESSION NUMBER: 0001079974-09-000229 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090410 DATE AS OF CHANGE: 20090410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Barone Vicki D E CENTRAL INDEX KEY: 0001327324 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 7854 S. HARRISON CIR. CITY: CENTENNIAL STATE: CO ZIP: 80122 FORMER COMPANY: FORMER CONFORMED NAME: Barone Vicke D E DATE OF NAME CHANGE: 20050517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Across America Financial Services, Inc. CENTRAL INDEX KEY: 0001389870 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 208097969 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84816 FILM NUMBER: 09745074 BUSINESS ADDRESS: STREET 1: 700 SEVENTEENTH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-1003 MAIL ADDRESS: STREET 1: 700 SEVENTEENTH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 SC 13D 1 barone13d_41009.htm SC 13D Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                 SCHEDULE 13D

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)


Across America Financial Services, Inc.
----------------------------------------------------------------------------
(Name of Issuer)

Common Stock
----------------------------------------------------------------------------
(Title of Class of Securities)

00501N 10 3
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(CUSIP Number)


Vicki D.E. Barone
5350 South Roslyn, 400
Greenwood Village, CO  80111
(303) 867-3415
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2009
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

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. 00501N 10 3
   
______________________________________________________________________________________________________
   
1
Names of Reporting Persons.
 
I.R.S Identification Nos. of above persons (entities only)
   
 
Vicki D.E. Barone
______________________________________________________________________________________________________
2
Check the Appropriate Box if a Member of a Group (See Instructions)
   
 
(a)
______________________________________________________________________________________________________
   
 
(b)
______________________________________________________________________________________________________
   
3
SEC Use Only
______________________________________________________________________________________________________
   
4
Source of Funds (See Instructions)   OO
______________________________________________________________________________________________________
   
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
______________________________________________________________________________________________________
   
6
Citizenship or Place of Organization     United States
______________________________________________________________________________________________________

 
7
Sole Voting Power
828,664
Number Of
_________________________________________________________________________________
Shares
     
Beneficially
8
Shared Voting Power
1,162,750
Owned by Each
_________________________________________________________________________________
Reporting
     
Person With
9
Sole Dispositive Power
828,664
 
_________________________________________________________________________________
       
 
10
Shared Dispositive Power
1,162,750
 
_________________________________________________________________________________

11
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,991,414  shares
     
______________________________________________________________________________________________________
     
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
 
    Instructions)
 
______________________________________________________________________________________________________
 
13
Percent of Class Represented by Amount in Row (11)
8.17%
______________________________________________________________________________________________________
     
14
Type of Reporting Person (See Instructions)
IN
______________________________________________________________________________________________________
 


 
 

 

ITEM 1.  SECURITY AND ISSUER

The title of the class of equity securities to which this statement relates is Common Stock, no par value per share (the "Common Stock"), of Across America Financial Services, Inc., a Colorado corporation, which has its principal executive offices at (the "Issuer" or "AAFS").

ITEM 2.  IDENTITY AND BACKGROUND

The information set forth herein is given with respect to Vicki D.E. Barone, a U.S. citizen.  Ms. Barone has served as the Chief Financial and Compliance Officer for Bathgate Capital Partners LLC since 1996.  Her business address is 5350 South Roslyn, Suite 400, Greenwood Village, CO  80111.

During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  In addition, during the last five years, the reporting person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 with respect to such laws.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On March 31, 2009 the Issuer completed the acquisition of Apro Bio Pharmaceutical Corporation ("Apro"), pursuant to the terms of the Agreement of Merger and Plan of Reorganization, as amended (the "Merger Agreement") among the Issuer, Apro and Across America Acquisition Corp., a wholly-owned subsidiary of the Company ("AAAC").  Under the terms of the Merger Agreement AAAC was merged into Apro, and Apro became a wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, the shareholders of Apro were issued a total of 18,210,295 shares of the Company's common stock in exchange for their Apro shares.  In addition, the Company assumed all of the outstanding options and warrants to purchase shares of common stock of Apro.

ITEM 4.  PURPOSE OF TRANSACTION

Ms. Barone acquired the securities pursuant to the consummation of the Merger Agreement described more fully in Item 3 above.  Concurrently with the consummation of the Merger Agreement, Ms. Barone was elected to serve as Chairperson of the Board of Directors of the Issuer.  

Consummation of the Merger Agreement resulted in a change in control of the Issuer more fully described in the Issuer's Current Report on Form 8-K dated March 31, 2009, as filed with the Commission on April 6, 2009.

The securities of the Issuer were acquired by Ms. Barone for investment. Ms. Barone reserves the right to acquire additional shares of the Issuer, either in open market purchases or in private transactions.

As more fully described above, the shares were acquired by Ms. Barone in the transaction that resulted in a material acquisition by the Issuer and a change in control of the Issuer.  As a result, the securities would be deemed to have been acquired for the purpose of influencing control of the Issuer.  

 

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

     (a)  Ms. Barone is deemed to be the beneficial owner of 1,991,414 shares of the Issuer's common stock.  This amount includes 218,750 shares held directly by Vicki D.E. Barone (of which 25,000 shares are held by her IRA) and 609,914 shares underlying common stock purchase warrants held by Ms. Barone. Also includes 1,162,750 shares held by Bathgate Partners LLC, of which Ms. Barone is a Senior Managing Partner.

       (b)  Ms. Barone holds sole voting and investment power over the 218,750 share held directly and the 609,914 underlying common stock purchase warrants. She shares voting and investment power with respect to the 1,162,750 shares held by Bathgate Partners LLC.

     (c)  The only transaction in the Issuer's securities in which Ms. Barone was directly involved during the last 60 days is the consummation of the merger on March 31, 2009
     (d)  Not applicable.

     (e)  Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

As more fully described in Item 3 above, the securities were acquired by Ms. Barone in connection with the consummation of the Merger Agreement, which resulted in a material acquisition by and a change in control of the Issuer.

Concurrently with the closing of the Merger Agreement, Ms. Barone was elected to serve as Chairperson of the Board and has been selected to become a Director of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1.  Agreement of Merger and Plan of Reorganization dated November 17, 2008, as amended. (Incorporated by reference from the Issuer's Current Report on Form 8-K dated March 31, 2009 as filed with the Commission on April 6, 2009.)


SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.



Dated: April 10, 2009
                                                /s/ Vicki D.E. Barone
                                                      Vicki D.E. Barone
















 
 

 

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