SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549
 
 FORM
10-K
 
 [x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 []
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
Fiscal Year Ended: December 31, 2008
 
 Commission
File No. 000-52533
 
 Across America Real Estate
Exchange, Inc.
 (Exact
Name of Small Business Issuer as specified in its charter)
 
 Colorado
                20-8097439(State
      or other jurisdiction
                (IRS
      Employer File Number)of
      incorporation)123
      North College Avenue, Suite 200Fort
      Collins, Colorado
                80524(Address
      of principal executive offices)
                (zip
      code)
  (970)
530-0325
 (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
 
 Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes []   No [X].
 
 Indicate
by check mark if registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes
[] No [X].
 
 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-K.
[X]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small reporting company” in Rule
12b-2 of the Exchange Act.
 
 Large
      accelerated filer
      []
              Accelerated
      filer []Non-accelerated
      filer   [] (Do not check if a smaller reporting
      company)
              Smaller
      reporting company  [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes
[X]  No [].
 
 Registrant's
revenues for its most recent fiscal year were $-0-. State the aggregate market
value of the voting stock held by nonaffiliates computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days: approximately $316,000.
The number of shares outstanding of the Registrant's common stock, as of the
latest practicable date, March 27, 2009, was 1,810,476.
  
  FORM
10-K
 
 Across
America Real Estate Exchange, Inc.
 
 INDEX
 
 PART
      IItem
      1. Business
                      3Item
      1A. Risk Factors
                      8Item
      2. Property
                      11Item
      3. Legal Proceedings
                      11Item
      4. Submission of Matters to a Vote of Security Holders
                      11PART
      IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
                      11Item
      6. Selected Financial Data
                      13Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                      13Item
      7A. Quantitative and Qualitative Disclosures About Market
    Risk
                      15Item
      8. Financial Statements and Supplementary Data
                      15Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
                      27Item
      9A(T). Controls and Procedures
                      27Item
      9B. Other Information
                      28PART
      IIIItem
      10. Directors, Executive Officers and Corporate Governance
                      28Item
      11. Executive Compensation
                      29Item
      12. Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                      29Item
      13. Certain Relationships and Related Transactions, and Director
      Independence
                      30Item
      14. Principal Accountant Fees and Services
                      31Item
      15. Exhibits Financial Statement Schedules
                      31Financial
      Statements pages
                      16
      - 26Signatures
                      32
  -
2 -
  
 
 References
in this document to “Real Estate Exchange,” "us," "we," or "Company" refer to
Across America Real Estate Exchange, Inc.
 
 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.
 
 NARRATIVE
DESCRIPTION OF THE BUSINESS
 
 Real
Estate Exchange is a corporation which was formed under the laws of the State of
Colorado on December 1, 2005. Until March 23, 2007, we were a wholly-owned
subsidiary of Capterra Financial Group, Inc., formerly known as Across America
Real Estate Corp.(“CAPT”).
 
 On
January 10, 2007, the directors of CAPT approved, subject to the effectiveness
of a registration with the Securities and Exchange Commission, the pro rata
spin-off of Real Estate Exchange to CAPT shareholders of record on March 1, 2007
on a pro rata basis. Since CAPT’s business is related to the proposed activities
of Real Estate Exchange, the CAPT directors decided it was in the best interest
of CAPT and Real Estate Exchange and CAPT’s shareholders to spin-off Real Estate
Exchange to minimize any potential of conflict of interest. The shares of Real
Estate Exchange were owned by CAPT, who distributed a total of 1,810,476 shares
to the CAPT shareholders on or about March 23, 2007.
  -
3 -
  
 In January, 2006, an organization named
Safe Harbor I, LLC, formerly known as Safe Harbor Business Development Company
(“Safe Harbor”), which is controlled by our former President, Mr. Brent Backman,
agreed to provide operating capital in the form of a loan of $250,000 to cover
operating expenses. This loan was evidenced by an unsecured promissory note
which was due January 23, 2010.
 
 However, effective October 16, 2008, we
paid off the principal and accrued interest due on our loan to Safe Harbor
Development Company, as assigned to Safe Harbor 1, LLC. At the same time, we
entered into a loan arrangement with West Mountain Prime, LLC., which is
affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West
Mountain Prime, LLC to provide operating capital to cover operating expenses.
This loan is evidenced by an unsecured promissory note (the “Note”) which is now
due October 16, 2009, unless converted. All principal and interest accrues until
the Note is due or converted. The applicable interest rate on the Note is 12%
per annum except in the event that we fail to convert any portion of the
principal and pay the interest due in which case the applicable rate on the Note
shall thereafter be 18% per annum.At any time prior to the
due date of the Note, all outstanding principal under the Note may, at the sole
option of the Holder, be converted into our common shares equal to the
outstanding principal amount of the note divided by .22.
 
 PROPOSED
OPERATIONS
 
 We are a
development stage company. Our development stage began when we approved our
business plan on November 9, 2006. Our plan is to facilitate the exchange of
real estate properties between individuals through the use of Section 1031 of
the Internal Revenue Code.
 
 We plan
to operate out of one office in the Denver Metropolitan area. We have no
specific plans at this point for additional offices. We plan to act as a
“Qualified Intermediary” for a fee to facilitate these exchanges. Through a
Section 1031 Exchange, the tax on the gain is deferred until some future
date.
 
 Section
1031 of the Internal Revenue Code provides that no gain or loss shall be
recognized on the exchange of property held for productive use in a trade or
business, or for investment. A tax-deferred exchange is a method by which a
property owner trades one or more relinquished properties for one or more
replacement properties of “like-kind”, while deferring the payment of federal
income taxes and some state taxes on the transaction.
 
 The
theory behind Section 1031 is that when a property owner has reinvested the sale
proceeds into another property, the economic gain has not been realized in a way
that generates funds to pay any tax. In other words, the taxpayer’s investment
is still the same, only the form has changed (e.g. vacant land exchanged for
apartment building). Therefore, it would be unfair to force the taxpayer to pay
tax on a “paper” gain.
 
 The
like-kind exchange under Section 1031 is tax-deferred, not tax-free. When the
replacement property is ultimately sold (not as part of another exchange), the
original deferred gain, plus any additional gain realized since the purchase of
the replacement property, is subject to tax.
 
 Tax
deferred exchanges involving the sale of the Exchanger’s property are possible
because of the use of a “Qualified Intermediary”. Middlemen take the place of
the exchanger in dealing with a buyer of his property and the seller of the
property he wishes to trade for. We plan to act as a Qualified Intermediary. All
middlemen pass ownership to property and hold sale proceeds for eventual use in
completing an exchange. Some middlemen also provide documentation to perform the
exchange. However, not all middlemen serve the same functions. “Intermediaries”
are independent third parties who are asked to enter the transaction by the
Exchanger and who earn a fee for this service. When middlemen act as agents of
the Exchanger, they are more properly called “agents” or “strawmen”. Strawmen
may or may not earn a fee. A party to the original transaction, such as a seller
or buyer, who agree to act as accommodating grantors are referred to as
“accommodators”. Accommodators do not earn a fee. Incorrectly calling an
intermediary a “strawman” may create the appearance of agency when none is
intended. We plan to abide by strict legal descriptions of each of these
functions so that we may defend or defeat an attack on an exchange in tax
court.
  -
4 -
  
 A
Qualified Intermediary is an independent party who facilitates tax-deferred
exchanges pursuant to Section 1031 of the Internal Revenue Code. The Qualified
Intermediary cannot be the taxpayer or a disqualified person. Acting under a
written agreement with the taxpayer, the Qualified Intermediary acquires the
relinquished property and transfers it to the buyer. The Qualified Intermediary
holds the sales proceeds, to prevent the taxpayer from having actual or
constructive receipt of the funds. Finally, the Qualified Intermediary acquires
the replacement property and transfers it to the taxpayer to complete the
exchange within the appropriate time limits.
 
 DESCRIPTION
OF SECTION 1031 TRANSACTIONS
 
 In a
typical real estate transaction, the property owner is taxed on any gain
realized from the sale. However, through a Section 1031 Exchange, the tax on the
gain is deferred until some future date. Section 1031 of the Internal Revenue
Code provides that no gain or loss shall be recognized on the exchange of
property held for productive use in a trade or business, or for investment. A
tax-deferred exchange is a method by which a property owner trades one or more
relinquished properties for one or more replacement properties of “like-kind”,
while deferring the payment of federal income taxes and some state taxes on the
transaction.
 
 The
theory behind Section 1031 is that when a property owner has reinvested the sale
proceeds into another property, the economic gain has not been realized in a way
that generates funds to pay any tax. In other words, the taxpayer’s investment
is still the same, only the form has changed (e.g. vacant land exchanged for
apartment building). Therefore, it would be unfair to force the taxpayer to pay
tax on a “paper” gain.
 
 The
like-kind exchange under Section 1031 is tax-deferred, not tax-free. When the
replacement property is ultimately sold (not as part of another exchange), the
original deferred gain, plus any additional gain realized since the purchase of
the replacement property, is subject to tax.
 
 A Section
1031 exchange is one of the few techniques available to postpone taxes due on
the sale of qualifying properties.
 
 •
              By
      deferring the tax, you have more money available to invest in another
      property. In effect, you receive an interest free loan from the federal
      government, in the amount you would have paid in
  taxes.
 
 •
              Any
      gain from depreciation recapture is
postponed.
 
 •
              You
      can acquire and dispose of properties to reallocate your investment
      portfolio without paying tax on any gain. There are several types of
      Exchanges.
 
 •
              Simultaneous
      Exchange: The exchange of the relinquished property for the replacement
      property occurs at the same time.
 
 •
              Delayed
      Exchange: This is the most common type of exchange. A Delayed Exchange
      occurs when there is a time gap between the transfer of the Relinquished
      Property and the acquisition of the Replacement Property. A Delayed
      Exchange is subject to strict time limits, which are set forth in the
      Treasury Regulations.
 
 •
              Build-to-Suit
      (Improvement or Construction) Exchange: This technique allows the taxpayer
      to build on, or make improvements to, the replacement property, using the
      exchange proceeds.
 
 •
              Reverse
      Exchange: A situation where the replacement property is acquired prior to
      transferring the relinquished property. The IRS has offered a safe harbor
      for reverse exchanges, as outlined in Rev. Proc. 2000-37, effective
      September 15, 2008. These transactions are sometimes referred to as
      “parking arrangements” and may also be structured in ways which are
      outside the safe harbor.
 
 •
              Personal
      Property Exchange: Exchanges are not limited to real property. Personal
      property can also be exchanged for other personal property of like-kind or
      like-class.
 
  -
5 -
  To be a
valid exchange, the transaction must meet certain standards.
 
 •
              Qualifying
      Property — Certain types of property are specifically excluded from
      Section 1031 treatment: property held primarily for sale; inventories;
      stocks, bonds or notes; other securities or evidences of indebtedness;
      interests in a partnership; certificates of trusts or beneficial interest;
      and choices in action. In general, if property is not specifically
      excluded, it can qualify for tax-deferred
  treatment.
 
 •
              Proper
      Purpose — Both the relinquished property and replacement property must be
      held for productive use in a trade or business or for investment. Property
      acquired for immediate resale will not qualify. The taxpayer’s personal
      residence will not qualify.
 
 •
              Like
      Kind — Replacement property acquired in an exchange must be “like-kind” to
      the property being relinquished. All qualifying real property located in
      the United States is like-kind. Personal property that is relinquished
      must be either like-kind or like-class to the personal property which is
      acquired. Property located outside the United States is not like-kind to
      property located in the United
States.
 
 •
              Exchange
      Requirement — The relinquished property must be exchanged for other
      property, rather than sold for cash and using the proceeds to buy the
      replacement property. Most deferred exchanges are facilitated by Qualified
      Intermediaries, who assist the taxpayer in meeting the requirements of
      Section 1031.
 
 The
general guidelines to follow in order for a taxpayer to defer all the taxable
gain are as follows.
 
 •
              The
      value of the replacement property must be equal to or greater than the
      value of the relinquished property.
 
 •
              The
      equity in the replacement property must be equal to or greater than the
      equity in the relinquished
property.
 
 •
              The
      debt on the replacement property must be equal to or greater than the debt
      on the relinquished property.
 
 •
              All
      of the net proceeds from the sale of the relinquished property must be
      used to acquire the replacement
property.
 
 Once the
money is deposited into an exchange account, funds can only be withdrawn in
accordance with IRS Regulations. The taxpayer cannot receive any money until the
exchange is complete.
 
 The
exchange ends the moment the taxpayer has actual or constructive receipt (i.e.
direct or indirect use or control) of the proceeds from the sale of the
relinquished property. The use of a Qualified Intermediary is a safe harbor
established by the Treasury Regulations. If the taxpayer meets the requirements
of this safe harbor, the IRS will not consider the taxpayer to be in receipt of
the funds. The sale proceeds go directly to the Qualified Intermediary, who
holds them until they are needed to acquire the replacement property. The
Qualified Intermediary then delivers the funds directly to the closing agent.
The taxpayer may not receive the proceeds or take constructive receipt of the
funds in any way, without disqualifying the exchange.
 
 A
taxpayer has 45 days after the date that the relinquished property is
transferred to properly identify potential replacement properties. The exchange
must be completed by the date that is 180 days after the transfer of the
relinquished property, or the due date of the taxpayer’s federal tax return for
the year in which the relinquished property was transferred, whichever is
earlier. Thus, for a calendar year taxpayer, the exchange period may be cut
short for any exchange that begins after October 17th. However, the taxpayer can
get the full 180 days, by obtaining an extension of the due date for filing the
tax return. There are no extensions available. If the taxpayer does not meet the
time limits, the exchange will fail and the taxpayer will have to pay any taxes
arising from the sale of the relinquished property.
 
 There are
three rules that limit the number of properties that can be identified. The
taxpayer must meet the requirements of at least one of these
rules:
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6 -
  
 
 •
              Three-Property
      Rule: The taxpayer may identify up to three potential replacement
      properties, without regard to their value;
or
 
 •
              200%
      Rule: Any number of properties may be identified, but their total value
      cannot exceed twice the value of the relinquished property,
    or
 
 •
              95%
      Rule: The taxpayer may identify as many properties as he wants, but before
      the end of the exchange period the taxpayer must acquire replacement
      properties with an aggregate fair market value equal to at least 95% of
      the aggregate fair market value of all the identified
      properties.
 
 Potential
replacement property must be identified in writing, signed by the taxpayer, and
delivered to a party to the exchange who is not considered a “disqualified
person”. A “disqualified” person is any one who has a relationship with the
taxpayer that is so close that the person is presumed to be under the control of
the taxpayer. Examples include blood relatives, and any person who is or has
been the taxpayer’s attorney, accountant, investment banker or real estate agent
within the two years prior to the closing of the relinquished property. The
identification cannot be made orally.
 
 MARKETS
 
 We are
currently focused on developing a program to provided Section 1031 Exchange
services to build-to-suit single pad, small box retail projects for national and
regional retailers throughout the United States. To date, we have had no active
operations. During 2009 our strategy will focus on developing a project
pipeline.
 
 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.
 
 CUSTOMERS
AND COMPETITION
 
 Our
primary business plan involves facilitating real estate exchanges under Section
1031 of the Internal Revenue Code. This business is highly competitive. There
are numerous similar companies providing such services in the United States of
America. Our competitors will have greater financial resources and more
expertise in this business. Our ability to obtain revenue from facilitating real
estate exchanges under Section 1031 of the Internal Revenue Code will depend on
our ability to successfully market our services in this highly competitive
environment. Currently, we have no customers for our services. We cannot
guarantee that we will be able to do so successfully.
 
 BACKLOG
 
 At
December 31, 2008, we had no backlogs.
 
 EMPLOYEES
 
 We have
no employees other than Mr. Klemsz, our President and Secretary-Treasurer. He
plans to devote less than 5% of his time to our business. We plan to reimburse
our executives for all necessary and customary business related
expenses.
 
 Our
member of management who also serves on the Board receives no additional
compensation for attending Board meetings.
 
 PROPRIETARY
INFORMATION
 
 We own no
proprietary information.
  -
7 -
  GOVERNMENT
REGULATION
 
 Since we
only act in the capacity of an intermediary, we do not expect government
regulations or laws to have any material impact on us.
 
 RESEARCH
AND DEVELOPMENT
 
 We have
never spent any amount in research and development activities.
 
 ENVIRONMENTAL
COMPLIANCE
 
 Since we
only act in the capacity of an intermediary, we do not expect environmental laws
to have any material impact on us.
 
 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 123 North College Avenue, Suite 200, Fort
Collins, Colorado 80524. Our phone number at our headquarters is (970) 530-0325.
We currently have no website.
 
 Item 1A.
RISK FACTORS
 
 You should carefully consider the
risks and uncertainties described below and the other information in this
document before deciding to invest in shares of our common
stock.
 
 The occurrence of any of the
following risks could materially and adversely affect our business, financial
condition and operating result. In this case, the trading price of our common
stock could decline and you might lose all or part of your
investment.
 
 If we do not
generate adequate revenues to finance our operations, our business may
fail.
 
 We have
not generated revenues from our inception. As of December 31, 2008, we had a
cash position of $39,712. Operating costs are expected to range between $30,000
and $50,000, for the fiscal year ending December 31, 2009. These operating costs
include insurance, taxes, utilities, maintenance, contract services and all
other costs of operations. We will use contract employees who will be paid on a
per transaction basis as each real estate exchange is closed. However, the
operating costs and expected revenue generation are difficult to predict. We
expect to generate revenues in the next twelve months from Section 1031 exchange
transactions using referrals from CAPT and unrelated individuals and entities
that operate in the real estate exchange business. Since there can be no
assurances that revenues will be sufficient to cover operating costs for the
foreseeable future, it may be necessary to raise additional funds. Due to our
lack of operating history, raising additional funds may be difficult. On October
16, 2008, we entered into a loan arrangement with West Mountain Prime, LLC.,
which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from
West Mountain Prime, LLC to provide operating capital to cover operating
expenses.  This loan is evidenced by an unsecured promissory note
which is now due October 16, 2009. If we are unable to raise funds to cover
any operating deficit after October 16, 2009, our business may
fail.
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8 -
  Because we had
incurred a loss and have no current operations, our accountants have expressed
doubts about our ability to continue as a going concern.
 
 For the
fiscal years ended December 31, 2008 and 2007, our accountants have expressed
doubt about our ability to continue as a going concern as a result of lack of
history of operations, limited assets, and operating losses since inception. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon:
 
 - 
our ability to locate clients who will use our real estate intermediary
services; and
 
 - 
our ability to generate revenues.
 
 Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient revenues. We
expect our operating costs to range between $30,000 and $50,000 for the fiscal
year ending December 31, 2009. We cannot guarantee that we will be successful in
generating sufficient revenues or other funds in the future to cover these
operating costs. Failure to generate sufficient revenues will cause us to go out
of business.
 
 The
lack of a broker or dealer to create or maintain a market in our stock could
adversely impact the price and liquidity of our securities.
 
 We have
no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. Thus, no broker or dealer will have an incentive to make a market
for our stock. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.
 
 As
our stock is not listed on Nasdaq or another national exchange, trading in our
shares will be subject to rules governing "penny stocks," which will impair
trading activity in our shares.
  Our stock is not on Nasdaq or
another national exchange. Therefore, our stock is subject to rules adopted by
the Commission regulating broker dealer practices in connection with
transactions in "penny stocks." Those disclosure rules applicable to "penny
stocks" require a broker dealer, prior to a transaction in a "penny stock" not
otherwise exempt from the rules, to deliver a standardized list disclosure
document prepared by the Commission. That disclosure document advises an
investor that investment in "penny stocks" can be very risky and that the
investor's salesperson or broker is not an impartial advisor but rather paid to
sell the shares. The disclosure contains further warnings for the investor to
exercise caution in connection with an investment in "penny stocks," to
independently investigate the security, as well as the salesperson with whom the
investor is working and to understand the risky nature of an investment in this
security. The broker dealer must also provide the customer with certain other
information and must make a special written determination that the "penny stock"
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. Further, the rules require that, following the
proposed transaction, the broker provide the customer with monthly account
statements containing market information about the prices of the
securities.
  These disclosure requirements may
have the effect of reducing the level of trading activity in the secondary
market for our common stock. Many brokers may be unwilling to engage in
transactions in our common stock because of the added disclosure requirements,
thereby making it more difficult for stockholders to dispose of their shares.
You will also find it difficult to obtain accurate information about, and/or
quotations as to the price of, our common stock.
 
 Issuances of our
stock could dilute current shareholders and adversely affect the market price
of our common stock, if a public trading market develops.
 
 We have
the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares
of preferred stock, and to issue options and warrants to purchase shares of our
common stock without stockholder approval. Although no financing is planned
currently, we may need to raise additional capital to fund operating losses. If
we raise funds by issuing equity securities, our existing stockholders who
received shares in our recent spin-off may experience substantial dilution. In
addition, we could issue large blocks of our common stock to fend off unwanted
tender offers or hostile takeovers without further stockholder
approval.
  -
9 -
  
 The
issuance of preferred stock by our board of directors could adversely affect the
rights of the holders of our common stock. An issuance of preferred stock could
result in a class of outstanding securities that would have preferences with
respect to voting rights and dividends and in liquidation over the common stock
and could, upon conversion or otherwise, have all of the rights of our common
stock. Our board of directors’ authority to issue preferred stock could
discourage potential takeover attempts or could delay or prevent a change in
control through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.
 
 Colorado law and
our Articles of Incorporation protect our directors from certain types of
lawsuits, which could make it difficult for us to recover damages from them
in the event of a lawsuit.
 
 Colorado
law provides that our directors will not be liable to our company or to our
stockholders for monetary damages for all but certain types of conduct as
directors. Our Articles of Incorporation require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
 
 Competition in
the real estate exchange industry is intense.
 
 Our
primary business plan involves facilitating real estate exchanges under Section
1031 of the Internal Revenue Code. This business is highly competitive. There
are numerous similar companies providing such services in the United States of
America. Our competitors will have greater financial resources and more
expertise in this business. Our ability to obtain revenue from facilitating real
estate exchanges under Section 1031 of the Internal Revenue Code will depend on
our ability to successfully market our services in this highly competitive
environment. We cannot guarantee that we will be able to do so
successfully.
 
 The
combined share control position of GDBA Investments, LLC and Mr. Klemsz’s and
his affiliates will limit the ability of other shareholders to influence
corporate actions.
  Our largest shareholder, GDBA
Investments, LLC, owns 1,178,144 shares and thereby control approximately 65% of
our outstanding shares. Mr. Klemsz, through Sarmat, LLC and his family, will own
314,000 shares, or approximately 17%. Because these entities together, and GDBA
Investments, LLLP individually, will beneficially control more than a majority
of the outstanding shares, other shareholders, individually or as a group, will
be limited in their ability to effectively influence the election or removal of
our directors, the supervision and management of our business or a change in
control of or sale of our company, even if they believed such changes were in
the best interest of our shareholders generally.
 
 Our
future success depends, in large part, on the continued service of our President
and our Secretary-Treasurer.
  We
depend almost entirely on the efforts and continued employment of Mr. Klemsz,
our President and Secretary-Treasurer. Mr. Klemsz is our primary executive
officer, and we will depend on him for nearly all aspects of our operations. In
addition, West Mountain Prime, LLC., an entity affiliated with Mr. Klemsz,
is our only source of financing. We do not have an employment contract with Mr.
Klemsz, and we do not carry key person insurance on the life of either. The
loss of the services of Mr. Klemsz through incapacity or otherwise, would have a
material adverse effect on our business. It would be very difficult find
and retain qualified personnel such as Mr. Klemsz and a financing source to
replace West Mountain Prime, LLC.
  -
10 -
  ITEM 2.
DESCRIPTION OF PROPERTY.
 
 Currently
we are located at 123 North College Avenue, Suite 200, Fort Collins, Colorado
80524 and use the mailing address of the offices of WestMountain companies for
company use. We plan to occupy separate office facilities and obtain office
furniture and equipment in the near future. We own no real estate nor have plans
to acquire any real estate.
 
 ITEM 3.
LEGAL PROCEEDINGS.
 
 We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.
 
 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 REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
 
 PRINCIPAL
MARKET
 Our
common stock currently trades on the Over-the-Counter Bulletin Board under the
trading symbol AAEX. The common stock began trading in December,
2007.
 
 The
following table sets forth the high and low closing bid prices of our common
stock on for the periods indicated in 2008 and 2007.
 Closing
      Bid Price2008
                    
                    High
                    
                    
                    LowFirst
      Quarter
                    
                    $
                    0.52
                    
                    
                    $
                    .25Second
      Quarter
                    
                    $
                    1.01
                    
                    
                    $
                    .52Third
      Quarter
                    
                    $
                    1.50
                    
                    
                    $
                    .26Fourth
      Quarter
                    
                    $
                    1.00
                    
                    
                    $
                    .26
 
 Closing
      Bid Price2007
                    
                    High
                    
                    
                    LowFourth
      Quarter
                    
                    $
                    1.25
                    
                    
                    $
                    0.25
 
 On
March 27, 2009, the closing bid price of our common stock in the OTC
Bulletin Board was $1.00 per share and our volume was 0 shares.
 
 APPROXIMATE
NUMBER OF HOLDERS OF COMMON STOCK
 
 As of
March 28, 2008, we had a total of 1,810,476 shares of our Common Stock
outstanding. The number of holders of record of our common stock at that date
was one hundred.
 
 DIVIDENDS
 
 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.
  -
11 -
  
 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.
  -
12 -
  ITEM 6.
SELECTED FINANCIAL DATA
 
 A smaller
reporting company is not required to provide the information in this
Item.
 
 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 Certain
statements in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations that are not historical facts are forward-looking
statements such as statements relating to future operating results, existing and
expected competition, financing and refinancing sources and availability and
plans for future development or expansion activities and capital expenditures.
Such forward-looking statements involve a number of risks and uncertainties that
may significantly affect our liquidity and results in the future and,
accordingly, actual results may differ materially from those expressed in any
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those related to effects of competition, leverage and debt service
financing and refinancing efforts, general economic conditions, and changes in
applicable laws or regulations. The following discussion and analysis should be
read in conjunction with the consolidated financial statements and notes thereto
appearing elsewhere in this report.
 
 Our
activities have been primarily focused on organization as a development stage
enterprise since planned principal operations have not yet commenced.
Accordingly, management does not consider the historical results of operations
to be representative of our future results of operation. Our development stage
began when we approved our business plan on November 9, 2007. Our plan is to
facilitate the exchange of real estate properties between individuals through
the use of Section 1031 of the Internal Revenue Code. To facilitate these
exchanges, we plan to act as a Qualified Intermediary. See
“Business.”
 
 CRITICAL
ACCOUNTING POLICIES
 
 We have
identified the following policies below as critical to our business and results
of operations. For further discussion on the application of these and other
accounting policies, see Note 1 to the accompanying audited financial statements
for the year ended December 31, 2008, included elsewhere in this document. Our
reported results are impacted by the application of the following accounting
policies, certain of which require management to make subjective or complex
judgments. These judgments involve making estimates about the effect of matters
that are inherently uncertain and may significantly impact quarterly or annual
results of operations. For all of these policies, management cautions that
future events rarely develop exactly as expected, and the best estimates
routinely require adjustment. Specific risks associated with these critical
accounting policies are described in the following paragraphs.
 
 RECENT
ACCOUNTING POLICIES
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations” (“SFAS No. 141R”).  SFAS No. 141R will change the
accounting for business combinations.   Under SFAS No. 141R, an
acquiring entity will be required to recognize all the assets acquired and
liabilities assumed in a transactions at the acquisition-date fair value with
limited exceptions.  SFAS No. 141 R will change the accounting
treatments and disclosure for certain specific items in a business
combination.  SFAS No. 141 R applies prospectively to business
combinations for with the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008.  Accordingly, any business combinations the Company engages in
will be recorded and disclosed following exist in GAAP until January 1,
2009.  The Company expects SFAS No. 141R will have an impact on
accounting for business combinations once adopted but the effect is dependent
upon acquisitions at the time.  The Company has not determined the
impact on its financial statements on this accounting standard.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  This statement identifies
the sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements in conformity
with generally accepted accounting principles (GAAP) in the United
States.  This statement is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles”.  The Company has not determined the
impact on its financial statements of this accounting standard.
  -
13 -
  
 USES OF
ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make 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 and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
 
 REVENUE
RECOGNITION
 
 We have
had no revenue during the years ended December 31, 2008 and 2007. Anticipated
future operating revenue will represent services in connection with acting as a
Qualified Intermediary in Section 1031 real estate exchange transactions. Such
revenues will be recorded as the services are performed.
 
 PLAN OF
OPERATION FOR DECEMBER 31, 2008 TO DECEMBER 31, 2009
  We intend
to facilitate the exchange of real estate properties between individuals through
the use of Section 1031 of the Internal Revenue Code. Real Estate Exchange acts
as a “Qualified Intermediary” for a fee to facilitate these exchanges. Through a
Section 1031 Exchange, the tax on the gain is deferred until some future
date.
 
 Our operating costs are expected to range between $30,000 and $50,000 for the
fiscal year ending December 31, 2009. These operating costs include insurance,
taxes, utilities, maintenance, contract services and all other costs of
operations. However, the operating costs and expected revenue generation are
difficult to predict. We expect to generate revenues in the next twelve months
from Section 1031 exchange transactions using referrals from CAPT and unrelated
individuals and entities that operate in the real estate exchange business. We
will use contract employees who will be paid on a per transaction basis as each
real estate exchange is closed. Since there can be no assurances that revenues
will be sufficient to cover operating costs for the foreseeable future, it may
be necessary to raise additional funds. Due to our lack of operating history,
raising additional funds may be difficult. On October 16, 2008, we entered into
a loan arrangement with West Mountain Prime, LLC., which is affiliated with our
President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to
provide operating capital to cover operating expenses.  This loan is
evidenced by an unsecured promissory note which is now due October 16,
2009. If we are unable to raise funds to cover any operating deficit after
October 16, 2009, our business may fail.
 
 We
generated no revenues during the years ended December 31, 2008 and 2007, and
management does not anticipate any revenues until June 2009, at the
earliest.
 
 SEASONALITY
  We do not expect that our business will be seasonal with nearly all revenue
generated throughout the year. However, with our startup phase, we do not
anticipate any material revenue until June 2009.
 
 RESULTS
OF OPERATIONS
  We had no revenue for the years ended December 31, 2008 and 2007. Operating
expenses during the years ended December 31, 2008 and 2007 totaled $28,546 and
$56,051, respectively. For the period of December 1, 2005 (inception) through
December 31, 2008, operating expenses were $85,097.  The operating
expenses consisted of interest expense and professional fees in 2008 and in
2007.
 
 We had a net loss of $65,672 and $62,236 for the fiscal years ended December 31,
2008 and 2007, respectively. For the period of December 1, 2005 (inception)
through December 31, 2008, we had a net loss of $128,408.
  -
14 -
  LIQUIDITY
AND CAPITAL RESOURCES
  At December 31, 2008, we had an
unrestricted cash balance of $39,712.
 
 Net cash used in operating
activities was $36,049 and $58,239 for the fiscal years ended December 31, 2008
and 2007 respectively.  For the period December 1, 2005 (inception)
through December 31, 2008 the net cash used in operating activities was
$94,288.  This consisted of consisted of interest expense and
professional fees in 2008.
 
 Net cash provided by financing
activities was $72,000 and $60,000 for the fiscal years ended December 31, 2008
and 2007 respectively.  For the period December 1, 2005 (inception)
through December 31, 2008 net cash provided by financing activities was
$132,000. This amount represented the advance on our promissory
note.
 
 FINANCIAL
POSITION
 
 At December 31, 2008, we had no
commitments for capital expenditures. In January, 2007, Safe Harbor agreed to
provide operating capital in the form of a loan of $250,000 to cover operating
expenses. This loan is evidenced by an unsecured promissory note which was
originally due January 12, 2008 but was extended to January 12,
2010.
 
 However, effective October 16, 2008, we
paid off the principal and accrued interest due on our loan to Safe Harbor
Development Company, as assigned to Safe Harbor 1, LLC. At the same time, we
entered into a loan arrangement with West Mountain Prime, LLC., which is
affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West
Mountain Prime, LLC to provide operating capital to cover operating expenses.
This loan is evidenced by an unsecured promissory note which is now due October
16, 2009, unless converted.
 
 Management
estimates it will take approximately $35,000 — $50,000 per year to fund proposed
operations. Since we have no operating history, it is uncertain whether revenue
from operations will be sufficient to cover our operating expenses. We have no
commitment for funding after October 16, 2009. If we are unable to raise funds
to cover any operating deficit after October 16, 2009, our business may
fail.
 
 TRENDS
 
 There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or income from
our proposed operations. Our management has not made any commitments, which will
require any material financial resources.
 
 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
 
 A smaller
reporting company is not required to provide the information in this
Item.
 
 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 
 FINANCIAL
STATEMENTS
 
 with
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 December 31,
2008 and 2007
 
 
  -
15 -
  
 
 
 
 
 TABLE
OF CONTENTS
 
 
 PageReport
      of Independent Registered Public Accounting Firm
                
                
                17Balance
      Sheets at December 31, 2008 and 2007
                
                
                18Statements
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from December 1, 2005 (inception) to December 31,
    2008
                
                
                19Statement
      of Changes in Shareholders’ Equity for the period from December 1, 2005
      (inception) to December 31, 2008
                
                
                20Statements
      of Cash Flows for the years ended December 31, 2008 and 2007 and for the
      period from December 1, 2005 (inception) to December 31,
    2008
                
                
                21Notes
      to Financial Statements
                
                
                22
    -
16 -
 
 Report
of Independent Registered Public Accounting Firm
 
 To the
Board of Directors and Shareholders:
 Across
America Real Estate Exchange, Inc.
 
 
 We have
audited the accompanying balance sheet of Across America Real Estate Exchange,
Inc. as of December 31, 2008 and 2007, and the related statements of operations,
changes in shareholders’ deficit, and cash flows for the years ended December
31, 2008 and 2007, and the period from December 1, 2005 (inception) through
December 31, 2008. These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all
material respects, the financial position of Across America Real Estate
Exchange, Inc. as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for the years ended December 31, 2008 and 2007,
and the period from December 1, 2005 (inception) through December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
 
 During
2008, the Company issued a convertible promissory note to a related party (see
Note 2).  The Company relies on proceeds from the note for working
capital.  Related party transactions are not considered to be arm’s
length transactions under GAAP.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As shown in the financial
statements, the Company incurred a net loss of $65,672 for 2008 and has incurred
substantial net losses since inception.  Also, total liabilities
exceed total assets by $101,984 as of December 31, 2008.  These
factors and others discussed in Note 1 raise substantial doubt about the
Company’s ability to continue as a going concern.  The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
 
 
 /s/
Cordovano and Honeck LLP
 Cordovano
and Honeck LLP
 Englewood,
Colorado
 March 27,
2009
 -
17 -
  
 Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Balance
      SheetsAt
      December 31, 2008 and 2007December
      31,
                                                  
                                                  
                                                  December
      31,2008
                                                  
                                                  
                                                  2007AssetsCash
      and cash equivalents  (note 1)
                                                  
                                                  $
                                                  39,712
                                                  
                                                  
                                                  $
                                                  3,761Prepaid
      expenses
                                                  
                                                  
                                                  1,902
                                                  
                                                  
                                                  
                                                  1,910Total
      assets
                                                  
                                                  $
                                                  41,614
                                                  
                                                  
                                                  $
                                                  5,671Liabilities
      and Shareholders' DeficitLiabilitiesAccrued
      liabilities  (note 1)
                                                  
                                                  $
                                                  8,300
                                                  
                                                  
                                                  $
                                                  3,715Note
      payable, related party  (note 2)
                                                  
                                                  
                                                  135,298
                                                  
                                                  
                                                  
                                                  62,268Total
      liabilities
                                                  
                                                  
                                                  143,598
                                                  
                                                  
                                                  
                                                  65,983Shareholders'
      deficit (note 3)Preferred
      stock, $.10 par value; 1,000,000 shares authorized,
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  --0-
      shares issued and outstandingCommon
      stock, $.001 par value; 50,000,000 shares authorized,
                                                  
                                                  
                                                  1,810
                                                  
                                                  
                                                  
                                                  1,8101,810,476
      shares issued and outstandingAdditional
      paid-in-capital
                                                  
                                                  
                                                  24,614
                                                  
                                                  
                                                  
                                                  614Deficit
      accumulated during development stage
                                                  
                                                  
                                                  (128,408
                                                  )
                                                  
                                                  
                                                  (62,736
                                                  )Total
      shareholders' deficit
                                                  
                                                  
                                                  (101,984
                                                  )
                                                  
                                                  
                                                  (60,312
                                                  )Total
      liabilities and shareholders' deficit
                                                  
                                                  $
                                                  41,614
                                                  
                                                  
                                                  $
                                                  5,671
 
 The
accompanying notes are an integral part of these financial
statements.
  -
18 -
  
 Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Statements
      of OperationsFor
      the years ended December 31, 2008 and 2007 and for theperiod from December 1, 2005 (inception) to December 31,
      20082005(Inception)For
      the years ended
                                              
                                              
                                              ThroughDecember
      31,
                                              
                                              
                                              December
      31,2008
                                              
                                              
                                              2007
                                              
                                              
                                              2008Operating
      expenses:Selling,
      general and administrative
                                              
                                              $
                                              28,546
                                              
                                              
                                              $
                                              56,051
                                              
                                              
                                              $
                                              85,097Total
      operating expenses
                                              
                                              
                                              28,546
                                              
                                              
                                              
                                              56,051
                                              
                                              
                                              
                                              85,097Loss
      from operations
                                              
                                              
                                              (28,546
                                              )
                                              
                                              
                                              (56,051
                                              )
                                              
                                              
                                              (85,097
                                              )Non-operating
      expense:Interest
      expense, beneficial conversion  (note 2)
                                              
                                              
                                              (24,000
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (24,000
                                              )Interest
      expense, related party (note 2)
                                              
                                              
                                              (13,126
                                              )
                                              
                                              
                                              (6,185
                                              )
                                              
                                              
                                              (19,311
                                              )(37,126
                                              )
                                              
                                              
                                              (6,185
                                              )
                                              
                                              
                                              (43,311
                                              )Loss
      before income taxes
                                              
                                              
                                              (65,672
                                              )
                                              
                                              
                                              (62,236
                                              )
                                              
                                              
                                              (128,408
                                              )Net
      loss
                                              
                                              $
                                              (65,672
                                              )
                                              
                                              $
                                              (62,236
                                              )
                                              
                                              $
                                              (128,408
                                              )Basic
      and diluted loss per share
                                              
                                              $
                                              (0.04
                                              )
                                              
                                              $
                                              (0.03
                                              )Basic
      and diluted weighted average commonshares
      outstanding
                                              
                                              
                                              1,810,476
                                              
                                              
                                              
                                              1,853,054
 
 The
accompanying notes are an integral part of these financial
statements.
  -
19 -
  
 Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Statement
      of Changes in Shareholders' DeficitFor
      the period December 1, 2005 (inception) through December 31,
      2008DeficitAccumulatedPreferred
      Stock
                                                
                                                
                                                Common
      Stock
                                                
                                                
                                                Additional
                                                
                                                
                                                DuringPar
                                                
                                                
                                                
                                                
                                                
                                                Par
                                                
                                                
                                                Paid-in
                                                
                                                
                                                DevelopmentShares
                                                
                                                
                                                Value
                                                
                                                
                                                Shares
                                                
                                                
                                                Value
                                                
                                                
                                                Captial
                                                
                                                
                                                Stage
                                                
                                                
                                                TotalBalance
      at December 31, 2005
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -December
      2006, shares sold to parent corporation($.001/share)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,000,000
                                                
                                                
                                                
                                                2,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,000Net
      loss, year ended December 31, 2006
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (500
                                                )
                                                
                                                
                                                (500
                                                )Balance
      at December 31, 2006
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                2,000,000
                                                
                                                
                                                $
                                                2,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                (500
                                                )
                                                
                                                $
                                                1,500January
      12, 2007 Warrant expense  (note 5)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                424
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                424March
      22, 2007 - AARD Spin Off  (note 4)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (189,524
                                                )
                                                
                                                
                                                (190
                                                )
                                                
                                                
                                                190
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Net
      loss, year endedDecember
      31, 2007
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (62,236
                                                )
                                                
                                                
                                                (62,236
                                                )Balance
      at December 31, 2007
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                1,810,476
                                                
                                                
                                                $
                                                1,810
                                                
                                                
                                                $
                                                614
                                                
                                                
                                                $
                                                (62,736
                                                )
                                                
                                                $
                                                (60,312
                                                )October
      16, 2008 Beneficial conversion on
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                24,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                24,000convertible
      debt  (note 2)Net
      loss, for the year endedDecember
      31, 2008
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (65,672
                                                )
                                                
                                                
                                                (65,672
                                                )Balance
      at December 31, 2008
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                1,810,476
                                                
                                                
                                                $
                                                1,810
                                                
                                                
                                                $
                                                24,614
                                                
                                                
                                                $
                                                (128,408
                                                )
                                                
                                                $
                                                (101,984
                                                )
  The
accompanying notes are an integral part of these financial
statements.
  -
20 -
  
 Across America Real Estate Exchange,
      Inc.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the years ended December 31, 2008 and 2007 and for the period
      fromDecember
      1, 2005 (inception) to December 31, 2008December
      1,2005(Inception)For
      the years ended
                                  
                                  
                                  ThroughDecember
      31,
                                  
                                  
                                  December
      31,2008
                                  
                                  
                                  2007
                                  
                                  
                                  2008Cash
      flows from operating activities:Net
      loss
                                  
                                  $
                                  (65,672
                                  )
                                  
                                  $
                                  (62,236
                                  )
                                  
                                  $
                                  (128,408
                                  )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Warrant
      expense  (note 4)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  424
                                  
                                  
                                  
                                  424Benefical
      conversion on convertible debt  (note 2)
                                  
                                  
                                  24,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  24,000Changes
      in operating assets and operating liabilities:Prepaid
      expenses
                                  
                                  
                                  8
                                  
                                  
                                  
                                  (1,910
                                  )
                                  
                                  
                                  (1,902
                                  )Accounts
      payable and accrued liabilities
                                  
                                  
                                  5,615
                                  
                                  
                                  
                                  5,483
                                  
                                  
                                  
                                  11,598Net
      cash (used in) operating activities
                                  
                                  
                                  (36,049
                                  )
                                  
                                  
                                  (58,239
                                  )
                                  
                                  
                                  (94,288
                                  )Cash
      flows from financing activities:Proceeds
      from sale of common stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,000Proceeds
      from note payable, related party (note 2)
                                  
                                  
                                  72,000
                                  
                                  
                                  
                                  60,000
                                  
                                  
                                  
                                  132,000Net
      cash provided by financing activities
                                  
                                  
                                  72,000
                                  
                                  
                                  
                                  60,000
                                  
                                  
                                  
                                  134,000Net
      change in cash
                                  
                                  
                                  35,951
                                  
                                  
                                  
                                  1,761
                                  
                                  
                                  
                                  39,712Cash
      and cash equivalents, beginning of period
                                  
                                  
                                  3,761
                                  
                                  
                                  
                                  2,000
                                  
                                  
                                  
                                  —Cash
      and cash equivalents, end of periood
                                  
                                  $
                                  39,712
                                  
                                  
                                  $
                                  3,761
                                  
                                  
                                  $
                                  39,712Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  —Interest
                                  
                                  $
                                  12,096
                                  
                                  
                                  $
                                  3,916
                                  
                                  
                                  $
                                  16,012
 
 The
accompanying notes are an integral part of these financial
statements.
  -
21 -
  
 Across
America Real Estate Exchange, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
   (1)  
Nature of Organization and Summary of Significant Accounting
Policies
  Nature
of Organization and Basis of Presentation
 Across
America Real Estate Exchange, Inc. (the “Company”) was incorporated in the state
of Colorado on December 1, 2005 and was formerly a wholly-owned subsidiary of
Across America Real Estate Corp. (“AARD”).  The Company commenced
operations on November 9, 2006, after the approval of its business
plan.
 
 The
Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The Company was organized to provide a
nationwide, mortgage commercial brokerage operation. The Company plans to
incorporate traditional mortgage brokering with a web-based, automated
underwriting system which allows clientele to process loan applications
twenty-four hours a day, seven days a week.
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As shown in the accompanying
financial statements, the Company is a development stage company with no history
of operations, limited assets, and has incurred operating losses since
inception.  These factors, among others, raise substantial doubt about
its ability to continue as a going concern.
 
 The
financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.  The Company’s continuation as a going concern is dependent
upon its ability to obtain additional operating capital, commence operations,
provide competitive services, and ultimately to attain
profitability.
  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.
 
 Cash
and Cash Equivalents
 The
Company considers all highly liquid securities with original maturities of three
months or less when acquired to be cash equivalents. There were no cash
equivalents at December 31, 2008 and 2007.
 
 Financial
Instruments
 The
Company’s financial instruments consist of cash and accrued liabilities. At
December 31, 2008, the fair value of the Company’s financial instruments
approximate fair value due to the short-term maturity of the
instruments.
   -
22 -
  
 ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 Loss
per Common Share
 The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At December 31, 2008, there were no variances
between the basic and diluted loss per share as there were no potentially
dilutive securities outstanding.
 
 Related
Parties
 The
financial statements of the Company fairly represent any transaction that may be
considered a related party transaction.  The related party transaction
or balance is presented on a separate line on the financial statement with an
associated footnote disclosure.  See note #2 for further
details.
 
 
 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.
 
 In July
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (FIN 48), which clarifies the accounting and disclosure for
uncertainty in tax positions, as defined.  FIN 48 seeks to reduce the
diversity in practice associated with certain aspects of the recognition and
measurement related to accounting for income taxes.  The Company is subject
to the provisions of FIN 48 as of its formation on November 13, 2007, and has
analyzed filing positions in all of the federal and state jurisdictions where it
is required to file income tax returns, as well as all open tax years in these
jurisdictions.  The Company has identified its federal tax return and its
state tax return in Colorado as “major” tax jurisdictions, as defined.  No
prior periods are yet subject to examination as the initial returns for the
Company have not yet been filed.  The Company believes that its income tax
filing positions and deductions will be sustained on audit and does not
anticipate any adjustments that will result in a material adverse effect on the
Company’s financial condition, results of operations, or cash flow. 
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to FIN 48.  In addition, the Company did not record a cumulative
effect adjustment related to the adoption of FIN 48.
  Fiscal
Year-end
 The
Company operates on a December 31 year-end.
 
  -
23 -
  ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 (2)  
Related Party Transactions
  Promissory
Note and Warrants
 In
January 2007, Safe Harbor I, LLC., formerly known as Safe Harbor Business
Development Company (“Safe Harbor”), a related party controlled by the Company’s
president, agreed to provide the Company operating capital in the form of a loan
of $250,000. This loan is evidenced by an unsecured promissory note dated
January 12, 2007. The note carries a 15% interest rate and matured on January
12, 2008. The Company extended the maturity date by one year to January 12,
2009.  Included with the extension is a renewal fee equal to 1.5% of
the outstanding principal balance as of January 12, 2008. Interest payments are
due every 90 days and any payments not received by the due date will incur a
default interest rate of 24%. On October 16, 2008, we paid off the
principal and accrued interest due on our loan to Safe Harbor Development
Company, as assigned to Safe Harbor 1, LLC. At the same time, we entered into a
loan arrangement with West Mountain Prime, LLC., which is affiliated with our
President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to
provide operating capital to cover operating expenses. This loan is evidenced by
an unsecured promissory note (the “Note”) which is now due October 16, 2009,
unless converted. All principal and interest accrues until the Note is due or
converted. The applicable interest rate on the Note is 12% per annum except in
the event that we fail to convert any portion of the principal and pay the
interest due in which case the applicable rate on the Note shall thereafter be
18% per annum.At
any time prior to the due date of the Note, all outstanding principal under the
Note may, at the sole option of the Holder, be converted into our common shares
equal to the outstanding principal amount of the note divided by
..22.
 
 As the
fair market value of common stock was determined to be $0.26 per share at time
of the convertible note issuance, the convertible promissory note carries an
imbedded beneficial conversion feature.  The intrinsic value of the
beneficial conversion feature related to the note holder’s option for conversion
into the Company’s common stock totals $24,000 at December 31,
2008.  As the conversion feature is available at any time before the
note becomes due, the full amount of the beneficial conversion feature was
recorded as interest expense, beneficial conversion at the time of
issuance.
 
 In
addition, on January 12, 2007, the Company issued Safe Harbor warrants to
purchase 200,000 shares of the Company’s common stock at a price of $.01 per
share. The warrants expire five years from the date of issuance.
 
 As of
December 31, 2008 our total outstanding principal and interest due to
WestMountain Prime, LLC is as follows:
 
 Principal
                        
                        $
                        132,000Accrued
      interest
                        
                        
                        3,298Total due to related parties
                        
                        $
                        135,298
 
 
 (3)  
Stockholders’ Equity
 
 On
January 10, 2007, the directors of Across America Real Estate Corp. (“AARD“)
approved, subject to the effectiveness of a registration with the Securities and
Exchange Commission, a spin off to its shareholders of record as of March 1,
2007 (the “Record Date”), on a pro rata basis, with one share each of Across
America Real Estate Exchange, Inc. (Exchange) to be issued for each ten shares
issued and outstanding of common stock or common stock upon conversion of AARD
preferred stock owned by such AARD shareholders as of the Record Date. Since
AARD’s business is related to the proposed activities of Exchange, the AARD
directors decided it was in the best interest of AARD and Exchange and AARD’s
shareholders to spin-off Exchange to minimize any potential of conflict of
interest.
 
 The spin
off was completed on March 21, 2007.  The remaining 189,524 shares
after the spin-off were cancelled and the par value of those shares was
reflected in additional paid-in capital in the amount of $190.
  -
24 -
   ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 (4)  
Warrant Expense
 
 On
January 12, 2007, the Company issued Safe Harbor warrants to purchase 200,000
shares of the Company’s common stock at a price of $.01 per share. The warrants
expire five years from the date of issuance.
  The fair
value of the each warrant was calculated on the grant date of January 12, 2007
using the Black-Scholes model and was valued at $0.0021 using the following
assumptions and inputs:
  Year
      Ended
                              December
      31,2008Risk
      free interest rate
                            
                            
                            4.76
                            %Expected
      life
                            
                            
                            5.0Dividend
      yield
                            
                            
                            0.00
                            %Expected
      volatility
                            
                            
                            0.00
                            %Fair
      Value
                            
                            $
                            0.0021
  There are
a number of assumptions and estimates used in calculating the fair value of
warrants. These include the expected term of the warrant, the expected
volatility and the risk free interest rate. These assumptions are included in
the charts above. The basis for our expected volatility and expected term
estimates is a combination of our historical information. The risk-free interest
rate is based upon yields of U.S. Treasury strips with terms equal to the
expected life of the warrants or award being valued. Across America Real Estate
Exchange, Inc. does not currently pay a dividend on its common stock, nor does
the Company expect to pay a dividend on its common stock.
 
 We accrue
the warrant expense in the period in which the warrants are issued. The total
amount of compensation calculated for the full amount of warrants granted and
accrued is $424. This expense was recorded in Selling, general and
administrative on the Statements of Operations.
  Warrant
activity through the quarter ended December 31, 2008 is summarized as
follows:
 Warrants
      Outstanding
                                          
                                          Warrants
      ExercisableNumber
                                            of
      Warrants
                                          
                                          Weighted
      Average Exercise Price
                                          
                                          Weighted
      Average Remaining Contractual Term
                                          
                                          Aggregate
      Intrinsic Value
                                          
                                          Shares
      Exercisable
                                          
                                          Weighted
      Average Exercise Price
                                          
                                          Weighted
      Average Remaining Contractual Term
                                          
                                          Aggregate
      Intrinsic ValueBalance
      at December 31,2007
                                          
                                          
                                          200,000
                                          
                                          0.01
                                          
                                          
                                          4.0
                                          
                                          -
                                          
                                          
                                          200,000
                                          
                                          0.01
                                          
                                          
                                          4.0
                                          
                                          -Activity
      during 2008:Granted
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -Expired/Cancelled
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -Forfeited
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -Exercised
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          -
                                          
                                          -Balance,
      at December 31, 2008
                                          
                                          
                                          200,000
                                          
                                          0.01
                                          
                                          
                                          3.0
                                          
                                          -
                                          
                                          
                                          200,000
                                          
                                          0.01
                                          
                                          
                                          3.0
                                          
                                          -
   -
25 -
  ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 
 
 (5)  
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.
 
 Deferred
tax assets and liabilities at the end of each period are determined using the
currently effective tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.
The reconciliation of enacted rates the years ended December 31, 2008 and
December 31, 2007 is as follows:
 
 2008
                                
                                
                                2007Federal
                                
                                
                                15.00
                                %
                                
                                
                                16.35
                                %State
                                
                                
                                3.94
                                %
                                
                                
                                3.87
                                %Net
      operating loss carryforward
                                
                                
                                -
                                
                                
                                
                                -Increase
      in valuation allowance
                                
                                
                                18.94
                                %
                                
                                
                                -20.22
                                %-
                                
                                
                                
                                -
  At
December 31, 2008 and December 31, 2007, the Company had a net operating loss
carry forwards of $104,408 and $62,736 respectively that may be offset against
future taxable income subject to limitations imposed by the Internal Revenue
Service. This carryforward is subject to review by the Internal Revenue Service
and, if allowed, may be offset against taxable income through 2028.  A
portion of the net operating loss carryovers begin expiring in
2026.
  Deferred
tax assets are as follows:
 
 2008
                            
                            
                            2007Deferred
      tax asset due to net operating loss
                            
                            $
                            20,570
                            
                            
                            $
                            12,679Valuation
      allowance
                            
                            
                            (20,570
                            )
                            
                            
                            (12,679
                            )-
                            
                            
                            
                            -
  The
deferred tax asset relates principally to the net operating loss carryforward. A
valuation allowance was established at December 31, 2008 and December 31, 2007
to eliminate the deferred tax benefit that existed at that time since it is
uncertain if the tax benefit will be realized. The deferred tax asset (and the
related valuation allowance) increased by $7,891 and $12,584 for the years ended
December 31, 2008 and December 31, 2007, respectively.
  The
Company is subject to the provisions of FIN 48 as of its formation on November
13, 2007, and has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions.  The Company has identified its
federal tax return and its state tax return in Colorado as “major” tax
jurisdictions, as defined.  The tax year 2007 remains open to
examination.  We are not currently under examination by the Internal
Revenue Service or any other jurisdiction.  The Company believes that its
income tax filing positions and deductions will be sustained on audit and does
not anticipate any adjustments that will result in a material adverse effect on
the Company’s financial condition, results of operations, or cash flow. 
Therefore, no reserves for uncertain income tax positions have been recorded
pursuant to FIN 48.
  -
26 -
   ITEM 9.
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
 
 ITEM
9A(T). CONTROLS AND PROCEDURES.
 
 CONCLUSION
REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
 
 Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act).   Accordingly, we concluded that our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of December 31, 2008 to ensure that information required to be disclosed in
reports we file or submit under the Exchange Act is recorded, processed, and
summarized and reported within the time periods specified in SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Act is accumulated
and communicated to the issuer’s management, including its principal executive
and principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required
disclosure.
  MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U. S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
  i.            pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
 ii.            provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our  consolidated financial statements
in  accordance with U. S. generally accepted accounting principles,
and  that our receipts and expenditures are being made only in accordance
with  authorizations of our management and directors; and
 iii.           provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
 
 Management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31,
2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.
 
 Management
has concluded that our internal control over financial reporting was effective
as December 31, 2008.
 
 INHERENT
LIMITATIONS OVER INTERNAL CONTROLS
 
 Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
  -
27 -
   CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
 
 ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
 
 This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report on Form
10-K affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
 
 ITEM 9B.
OTHER INFORMATION.
 
 Nothing
to report.
 
 
 PART
III
 
 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
 Our sole
Director and Executive Officer, his age and positions held with us as of March
23, 2009 is as follows:
 
 Name:
                  Age
                  Position:Brian
      L. Klemsz
                  50
                  President,
      Chief Executive Officer,
                    Chief
      Financial Officer

                      Secretary-Treasurer
      and Director
  Mr.
Klemsz has been the Company’s President, Secretary-Treasurer, and a
Director since its inception. Since March, 2007, he has been the Chief
Investment Officer of BOCO Investments, LLC, one of our shareholders.
He was Chief Investment Officer for GDBA Investments, LLC, a private
investment partnership and the principal shareholder of the Company, from May,
2000 until March, 2007. Mr. Klemsz received a Masters of Science in Accounting
and Taxation in 1993 and a Masters of Science in Finance in 1990 from Colorado
State University. He received his Bachelor of Science degree from the University
of Colorado in 1981.
 
 COMMITTEES
OF THE BOARD OF DIRECTORS
  Currently,
we do not have any committees of the Board of Directors.
  DIRECTOR
AND EXECUTIVE COMPENSATION
  No
compensation has been paid and no stock options granted to any of our officers
or directors in the last three fiscal years.
  EMPLOYMENT
AGREEMENTS
  We
have no written employment agreements with any of our executive officer or key
employee.
  -
28 -
  EQUITY
INCENTIVE PLAN
  We
have not adopted an equity incentive plan, and no stock options or similar
instruments have been granted to any of our officers or directors.
 
 INDEMNIFICATION
AND LIMITATION ON LIABILITY OF DIRECTORS
  Our
Articles of Incorporation limit the liability of our directors to the fullest
extent permitted by Colorado law. Specifically, our directors will not be
personally liable to our company or any of its shareholders for monetary damages
for breach of fiduciary duty as directors, except liability for (i) any breach
of the director's duty of loyalty to the corporation or its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) voting for or assenting to a distribution in
violation of Colorado Revised Statutes Section 7-106-401 or the articles of
incorporation if it is established that the director did not perform his duties
in compliance with Colorado Revised Statutes Section 7-108-401, provided that
the personal liability of a director in this circumstance shall be limited to
the amount of distribution which exceeds what could have been distributed
without violation of Colorado Revised Statutes Section 7-106-401 or the articles
of incorporation; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. Nothing contained in the
provisions will be construed to deprive any director of his right to all
defenses ordinarily available to the director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.
  At
present, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be required
or permitted. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
 
 Item 11.
EXECUTIVE COMPENSATION
 
 No
compensation has been paid and no stock options granted to any of our officers
or directors in the last three fiscal years.
 
 ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
 The
following table sets forth, as of March 27, 2009, information regarding the
ownership of our common stock of our company by:
 
 *
              persons
      who own more than 5% of our common
stock;
 
 *
              our
      sole director and executive officer;
and
 
 *
              all
      directors and executive officers as a
group.
 
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29 -
  As of March 27, 2009, there were a
total of 1,810,476 common shares issued and outstanding.
 
 Name
      and AddressBeneficial
                                          No.
      of
                                          PercentageOwner
                                          Common
      Shares
                                          of Ownership(1)(2)Brian
      L. Klemsz(3)
                                          314,000
                                          17%700
      17th Street, Suite 1200Denver,
      Colorado 80202GDBA
      InvestmentsLLC (4)
                                          1,178,144
                                          65%700
      17th Street, Suite 1200Denver,
      Colorado 80202BOCO
      Investments, LLC
                                          100,000
                                          6%103
      West Mountain Ave.Fort
      Collins, Colorado 80524____________________All
      Officers and (4)
                                          314,000
                                          17%Directors
      as a Group(one
      person)____________________
  (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 of 194,000 of these shares are owned of record by Sarmat, LLC, which
      is controlled by Mr. Brian Klemsz, our President. A total of 120,000
      shares are owned in the name of family members of Mr.
      Klemsz.
 
 (4)
              A
      total 1,178,144 shares are owned of record by GDBA Investments, LLC. 
      A total of 1,000 shares are owned in the name of adult children of the
      affiliate of this entity, for which it disclaims beneficial
      ownership.
 
 ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 In January, 2006, an organization named
Safe Harbor I, LLC, formerly known as Safe Harbor Business Development Company
(“Safe Harbor”), which is controlled by our former President, Mr. Brent Backman,
agreed to provide operating capital in the form of a loan of $250,000 to cover
operating expenses. This loan was evidenced by an unsecured promissory note
which was now due January 23, 2010.
 
 Effective October 16, 2008, we paid off
the principal and accrued interest due on our loan to Safe Harbor Development
Company, as assigned to Safe Harbor 1, LLC. At the same time, we entered into a
loan arrangement with West Mountain Prime, LLC., which is affiliated with our
President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to
provide operating capital to cover operating expenses. This loan is evidenced by
an unsecured promissory note (the “Note”) which is now due October 16, 2009,
unless converted. All principal and interest accrues until the Note is due or
converted. The applicable interest rate on the Note is 12% per annum except in
the event that we fail to convert any portion of the principal and pay the
interest due in which case the applicable rate on the Note shall thereafter be
18% per annum.At
any time prior to the due date of the Note, all outstanding principal under the
Note may, at the sole option of the Holder, be converted into our common shares
equal to the outstanding principal amount of the note divided by
..22.
  -
30 -
  
 As the fair market value
of common stock was determined to be $0.26 per share at time of the convertible
note issuance, the convertible promissory note carries an imbedded beneficial
conversion feature.  The intrinsic value of the beneficial conversion
feature related to the note holder’s option for conversion into the Company’s
common stock totals $24,000 at December 31, 2008.  As the conversion
feature is available at any time before the note becomes due, the full amount of
the beneficial conversion feature was recorded as interest expense, beneficial
conversion at the time of issuance.
 
 We issued
have a total of 200,000 warrants to Safe Harbor, exercisable at a price of $0.01
per share subject to adjustment, for a period of five years from the date of
issuance. These warrants were issued as an additional inducement for Safe Harbor
to loan us $250,000. The warrants are subject to registration
rights.
 
 GDBA
Investments, LLC holds 1,178,144 shares of our issued and outstanding stock,
representing approximately 65% of our issued and outstanding common stock. Mr.
Backman is a beneficiary of GDBA Investments, LLC and controls this entity. GDBA
Investments, LLC may be deemed a “parent” as defined under the rules and
regulations promulgated under the Securities Act.
 
 We use
the mailing address of the offices of WestMountain companies for our mailing
address. No expense provision for this use has been provided since it has been
determined that it is immaterial.
 
 ITEM 14:
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Our
independent auditor, Cordovano and Honeck LLP, Certified Public Accountants,
paid an aggregate of $7,585 for the year ended December 31, 2008 and 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. This firm paid an aggregate of $3,900 for the year ended December 31,
2007 and 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 our 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.
 
 ITEM 15.
EXHIBITS FINANCIAL STATEMENT SCHEDULES.
 
 The
following financial information is filed as part of this report:
 
 (1) FINANCIAL STATEMENTS
 
 (2)
SCHEDULES
  -
31 -
  
 (3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
 
 Exhibit
                Number
              Description3.1*
              Articles
      of Incorporation3.2*
              Bylaws4.1*
              Warrant
      dated January 23, 2007 for Safe Harbor Business Development
      Company10.1*
              Promissory
      note dated January 23, 2007 with Safe Harbor Business Development
      Company10.2**
              Promissory
      Note dated October 16, 2008 with West Mountain Prime,
  LLC31.1
              Certification
      of CEO/CFO pursuant to Sec. 30232.1
              Certification
      of CEO/CFO pursuant to Sec. 906
 
 *
Previously filed with Form SB-2 Registration Statement, January 29,
2007.
 **
Previously filed with Form 8-K, November 7, 2008.
 
 
 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 on March 27, 2009.
  ACROSS AMERICA REAL ESTATE
      EXCHANGE, INC.,
                  a
      Colorado corporationBy:
                /s/ Brian L. KlemszBrian
      L. Klemsz, President, Chief Executive Officer,
                  ChiefFinancial
      Officer and Director
                  (Principal
      Executive,Accounting
      and Financial Officer)
  - 32 -