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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 Annual Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
 For the Fiscal Year Ended: December 31, 2006
 Commission File No. 0-1035704
 
 Across America Real Estate Exchange, Inc.
  Colorado
    
    20-8097439(State or other jurisdiction 
of incorporation)
    
    (IRS Employer File Number)
 700 Seventeenth Street, Suite 1200
Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (zip code)
 (Registrants telephone number, including area code)
    
 o
 þ o
 þ
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PagePART IItem 1. Description of Business
    
    2Item 2. Description of Property
    
    9Item 3. Legal Proceedings
    
    10Item 4. Submission of Matters to a Vote of Security Holders
    
    10PART IIItem 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    10Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    11Item 7. Financial Statements
    
    13Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    14Item 8A. Controls and Procedures
    
    14Item 8B. Other Information
    
    14PART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
    
    15Item 10. Executive Compensation
    
    16Item 11. Security Ownership of Certain Beneficial Owners and Management
    
    16Item 12. Certain Relationships and Related Transactions
    
    17Item 13. Exhibits and Reports on Form 8-K
    
    18Item 14. Principal Accountant Fees and Services
    
    18Financial Statements pages
    
    F-1 - F-8SignaturesExhibit 31.1Exhibit 32.1
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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.
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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.
     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.
  As our stock will not be 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.
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Issuances of our stock could dilute current shareholders and adversely affect the market price of
our common stock, if a public trading market develops.
   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.
  Competition in the real estate exchange industry is intense.
  The share control position of the Mr. Backman will limit the ability of other shareholders to
influence corporate actions.
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Our future success depends, in large part, on the continued service of our President .
       General
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##### Table of Contents



Description of Section 1031 Transactions
     
    
    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.
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
    
    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, 2000. 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.
  
    
    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 choses 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 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.
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
    
    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.
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
    
    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;
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
    
    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 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.
  
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Critical Accounting Policies
  Use of Estimates in the Preparation of Financial Statements
  Revenue Recognition
  Plan of Operation for December 31, 2006 to December 31, 2007
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Seasonality
  Results of Operations
  Liquidity and Capital Resources
  Financial Position
  Trends
  
  FINANCIAL STATEMENTS
 with
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Report of Independent Registered Public Accounting Firm
 
     
  F-1




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AssetsCash and equivalents
    
    $
    2,000Total assets
    
    $
    2,000Liabilities and Shareholders EquityLiabilitiesAccrued liabilities
    
    $
    500Total liabilities
    
    
    500Shareholders equityPreferred stock, $.10 par value; 1,000,000 shares authorized, -0- shares issued and outstanding
    
    
    Common stock, $.001 par value; 50,000,000 shares authorized, 2,000,000 shares issued and
outstanding
    
    
    2,000Deficit accumulated during development stage
    
    
    (500
    )Total shareholders equity
    
    
    1,500Total liabilities and shareholders equity
    
    $
    2,000
  F-2




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December 1, 2005
    
    
    December 1, 2005(Inception)
    
    
    (Inception)Year Ended
    
    
    Through
    
    
    ThroughDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006Operating expenses:Selling, general and administrative
    
    $
    500
    
    
    $
    
    
    
    $
    500Total Operating expenses
    
    
    500
    
    
    
    
    
    
    
    500Loss from operations
    
    
    (500
    )
    
    
    
    
    
    
    (500
    )Net loss
    
    $
    (500
    )
    
    $
    
    
    
    $
    (500
    )Basic and diluted loss per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )Basic and diluted weighted average
common shares outstanding
    
    
    2,000,000
    
    
    
    
  F-3




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December 1, 2005
    
    
    December 1, 2005(Inception)
    
    
    (Inception)Year Ended
    
    
    Through
    
    
    ThroughDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (500
    )
    
    $
    
    
    
    $
    (500
    )Adjustments to reconcile net income to net cash used
by operating activities:Changes in current assets and current liabilities:Accounts payable and accrued liabilities
    
    
    500
    
    
    
    
    
    
    
    500Net cash provided by operating activities
    
    
    
    
    
    
    
    
    
    
    Cash flows from financing activities:Proceeds from sale of common stock
    
    
    2,000
    
    
    
    
    
    
    
    2,000Net cash provided by financing activities
    
    
    2,000
    
    
    
    
    
    
    
    2,000Net change in cash
    
    
    2,000
    
    
    
    
    
    
    
    2,000Cash and equivalents, beginning of period
    
    
    
    
    
    
    
    
    
    
    Cash and equivalents, end of period
    
    $
    2,000
    
    
    $
    
    
    
    $
    2,000Supplemental disclosure of cash flow information:Cash paid during the period for:Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    Interest
    
    $
    
    
    
    $
    
    
    
    $
    
  F-4




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DeficitAccumulatedDuringPreferred Stock
    
    
    Common Stock
    
    
    DevelopmentShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Stage
    
    
    TotalBalance at December 1,
2005 (inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss, period ended
December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 2006, shares sold
to parent corporation
($.001/share) (Note 2)
    
    
    
    
    
    
    
    
    
    
    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
    )
    
    $
    1,500
  F-5




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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
     Use of Estimates
  Cash and Cash Equivalents
  Financial Instruments
   F-6




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Loss per Common Share
  Income Taxes
  Fiscal Year-end
  (2) Related Party Transactions
  (3) Income Taxes
  December 31,2006U.S. statutory federal rate
    
    
    15.00
    %State income tax rate, net of federal benefit
    
    
    3.94
    %Net operating loss for which no tax benefit is currently available
    
    
    -18.94
    %0.00
    %
     F-7




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(4) Subsequent Events
 Spin Off
   Promissory Note and Warrants
   
  F-8




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Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
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Name:
    
    Age:
    
    Position:G. Brent. Backman
    
    
    65
    
    
    President, Chief Executive Officer, Chief
Financial Officer, Secretary-Treasurer and
DirectorEric Balzer
    
    
    58
    
    
    Director
   Committees of the Board of Directors
  Director and Executive Compensation
  Employment Agreements
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Equity Incentive Plan
  Indemnification and Limitation on Liability of Directors
   
   
   *
    
    persons who own more than 5% of our common stock;*
    
    each of our directors and each of our executive officers; and*
    
    all directors and executive officers as a group.
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Name and AddressBeneficial
    
    No. of
    
    
    PercentageOwner
    
    Common Shares
    
    
    of Ownership(1)(2)G. Brent Backman(3)(6)
    
    
    1,178,144
    
    
    
    65
    %700 17th Street, Suite 1200
Denver, Colorado 80202Sarmat, LLC(4)
    
    
    314,000
    
    
    
    17
    %700 17th Street, Suite 1200
Denver, Colorado 80202Eric Balzer(5)
    
    
    24,000
    
    
    
    1
    %700 17th Street, Suite 1200
Denver, Colorado 80202BOCO Investments, LLC(6)
    
    
    100,000
    
    
    
    6
    %103 West Mountain Ave.
Fort Collins, Colorado 80524All Officers and
Directors as a Group
(two persons)
    
    
    1,202,144
    
    
    
    66
    %
 
 (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 1,178,144 shares are owned of record by GDBA Investments, LLLP, which is controlled
by Mr. Backman. 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.(4)
    
    A total of 194,000 of these shares are owned of record. Sarmat, LLC is controlled by Mr.
Brian Klemsz. Mr. Klemszs only role with us is as an indirect investor. A total of 120,000
shares are owned in the name of family members of the affiliate of this entity.(5)
    
    A total of 15,000 shares are owned in the name of an affiliated entity. A total of 7,500
shares are owned in the name of Mr. Balzers son. Mr. Balzer disclaims beneficial ownership of
these shares.(6)
    
    On September 28, 2006, GDBA Investments, LLLP and BOCO Investments, LLC each acquired 250,000
shares of AARD Series A Convertible Preferred Stock. Each share of Series A Convertible
Preferred Stock is the equivalent of four common shares for conversion purposes. As a result,
GDBA Investments, LLLP and BOCO Investments, LLC will each receive an additional 100,0000
common shares in us, in addition to any ownership of common shares. These additional shares
are reflected in the total number of shares owned by each entity in us. 
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ExhibitNumber
    
    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 Company31.1
    
    Certification of CEO/CFO pursuant to Sec. 30232.1
    
    Certification of CEO/CFO pursuant to Sec. 906
   
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ACROSS AMERICA REAL ESTATE EXCHANGE, INC.,
a Colorado corporationBy:
    /s/ G. Brent BackmanG. Brent Backman, President,Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive,
Accounting and Financial Officer)By:
    /s/ Eric BalzerEric Balzer, Director  19




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ExhibitNumber
    
    Description31.1
    
    Certification of CEO/CFO pursuant to Sec. 30232.1
    
    Certification of CEO/CFO pursuant to Sec. 906