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. 000-52530





Across
America Financial Services, Inc.


(Exact
Name of Small Business Issuer as specified in its charter)





Colorado
              20-8097969(State
      or other jurisdiction
              (IRS
      Employer File Number)of
      incorporation)








123
      North College Ave, Ste 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.    Y es
[] 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 1,961,200.














FORM
10-K




Across
America Financial Services, Inc.





INDEX





PART
      IItem
      1. Business
                        3Item
      1A. Risk Factors
                        6Item
      2. Property
                        9Item
      3. Legal Proceedings
                        9Item
      4. Submission of Matters to a Vote of Security Holders
                        9PART
      IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Mattersand
      Issuer Purchases of Equity Securities
                        9Item
      6. Selected Financial Data
                        11Item
      7. Management's Discussion and Analysis of Financial Conditionand Results of Operations
                        11Item
      7A. Quantitative and Qualitative Disclosures About Market
    Risk
                        13Item
      8. Financial Statements and Supplementary Data
                        13Item
      9. Changes in and Disagreements with Accountants on Accountingand Financial Disclosures
                        26Item
      9A(T). Controls and Procedures
                        26Item
      9B. Other Information
                        27PART
      IIIItem
      10. Directors, Executive Officers and Corporate Governance
                        27Item
      11. Executive Compensation
                        28Item
      12. Security Ownership of Certain Beneficial Owners andManagement
      and Related Stockholder Matters
                        28Item
      13. Certain Relationships and Related Transactions, and Director
      Independence
                        29Item
      14. Principal Accountant Fees and Services
                        30Item
      15. Exhibits Financial Statement Schedules
                        30Financial
      Statements pages
                        16
      - 27Signatures
                        31





-
2 -








References
in this document to “Financial Services,” "us," "we," or "Company" refer to
Across America Financial Services, 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





Across
America Financial Services, Inc. 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 Across America Financial Services, Inc. (Financial Services) 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 Financial Services the CAPT
directors decided it was in the best interest of CAPT and Financial Services and
CAPT’s shareholders to spin-off Financial Services to minimize any potential of
conflict of interest. The shares of Financial Services were owned by CAPT, who
distributed a total of 1,810,476 shares to the CAPT shareholders on or about
March 23, 2007.





On January 12, 2007, an organization
named Safe Harbor I, LLC., formerly known as Safe Harbor Business Development
Company (“Safe Harbor”), which is affiliated with our largest shareholder, GDBA
Investments, LLC, agreed to provide operating capital in the form of a loan of
$250,000 to cover operating expenses. This loan was due on 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 (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.





-
3 -





PROPOSED
OPERATIONS





We are a development stage company. Our
development stage began when we approved our business plan on November 9, 2006.
Our plan was to act as a mortgage broker for commercial real estate
transactions.





On November 17, 2008, we entered into
an Agreement of Merger and Plan of Reorganization with APRO Bio Pharmaceutical
Corporation (APRO), a private Colorado corporation, whereby our wholly-owned
subsidiary, Across America Acquisition Corp., would merge with APRO, with APRO
being the surviving entity. APRO would then become our wholly-owned subsidiary.
Upon closing the merger, we would issue a total of 18,189,462 shares to the APRO
shareholders in exchange for all of their 18,189,462 issued and outstanding
shares. On a fully, diluted basis, the APRO shareholders would own a total of
20,146,962 shares of Company Common Stock. As a result of this
transaction, we would have a total of approximately 23 million shares of Common
Stock issued and outstanding.





Upon the closing of the merger, the
officers and directors of APRO would become our officers and directors. Our sole
officer and director, Mr. Klemsz, would resign effective at the time of closing.
The combined company would operate under the name Aztech Bioscience, Inc., or
some derivation thereof.





The closing of this transaction is
subject to certain contingencies, as more fully discussed in the Agreement of
Merger and Plan of Reorganization, and the requirement of audited financial
statements from APRO, along with the approval of the transaction by the
shareholders of APRO and the Company.





APRO is the licensee of filed but not
yet issued patents related to composition of matter and method of use for
treating bacterial infection including bacterial pneumonia, tuberculosis and
anthrax infections.  APRO has also licensed an existing patent for the
treatment of viral infection including HIV, Influenza and potentially the “bird
flu” virus.  APRO plans to acquire and develop existing and novel
therapies that can move through clinical trials quickly, shepherding them
through the FDA approval processes and advancing them through
commercialization.





MARKETS





We are
currently focused on to act as a mortgage broker for commercial real estate
transactions with 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 2008 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 business plan involves acting
as a mortgage broker for commercial real estate transactions. 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 develop our
mortgage brokerage business 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.





-
4 -






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.





GOVERNMENT
REGULATION





Since we
only act in the capacity of a broker, 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 a broker, 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.





SUBSEQUENT
EVENT





On
November 17, 2008, we entered into an Agreement of Merger and Plan of
Reorganization with APRO Bio Pharmaceutical Corporation (APRO), a private
Colorado corporation, whereby our wholly-owned subsidiary, Across America
Acquisition Corp., would merge with APRO, with APRO being the surviving entity.
APRO would then become our wholly-owned subsidiary. Upon closing the merger, we
would issue a total of 18,189,462 shares to the APRO shareholders in exchange
for all of their 18,189,462 issued and outstanding shares. On a fully, diluted
basis, the APRO shareholders would own a total of 20,146,962 shares of Company
Common Stock. As a result of this transaction, we would have a total of
approximately 23 million shares of Common Stock issued and outstanding. The
Agreement originally provided that it would terminate on February 11, 2009 if a
Closing had not occurred. We entered into an amended Agreement to extend the
termination date to March 11, 2009 in place of the date of February 11, 2009. On
March 11, 2009, we entered into a second amended Agreement to extend the
termination date to March 31, 2009 in place of the date of March 11, 2009. In
all other respects, the Agreement of Merger and Plan of Reorganization remains
in full force and effect.





-
5 -





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 $23,287.
Operating costs are expected to range between $30,000 and $50,000, for the
fiscal year ending December 31, 2008. 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 mortgage transaction 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 mortgage brokerage services using
referrals from CAPT and unrelated individuals and entities that operate in the
financial services 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. In 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.




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:





l
            our
      ability to locate mortgage brokerage clients who will use our brokerage
      services; and





l
            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, 2008. 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.




-
6 -





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 which
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 receive shares in the 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.




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.




-
7 -





We
are Subject to Extensive Regulation.




Our proposed operations are
subject to extensive regulation, supervision and licensing by federal, state and
local governmental authorities and are subject to various laws and judicial and
administrative decisions imposing requirements and restrictions on part or all
of our operations. Our lending activities could be subject to the Federal
Truth-in-Lending Act and Regulation Z (including the Home Ownership and Equity
Protection Act of 1994), the Federal Equal Credit Opportunity Act, as amended,
and Regulation B, the Fair Credit Reporting Act of 1970, as amended, the Federal
Real Estate Settlement Procedures Act and Regulation X, the Home Mortgage
Disclosure Act, the Federal Debt Collection Practices Act and the National
Housing Act of 1934, as well as other federal and state statutes and regulations
affecting our activities.




We are also subject to the rules
and regulations of, and examinations by, state regulatory authorities with
respect to originating and processing loans. These rules and regulations, among
other things, impose licensing obligations on us, establish eligibility criteria
for mortgage loans, prohibit discrimination, govern inspections and appraisals
of properties and credit reports on loan applicants, collection, foreclosure and
claims handling, investment and interest payments on escrow balances and payment
features, mandate certain disclosures and notices to borrowers and, in some
cases, fix maximum interest rates, fees and mortgage loan amounts. Failure to
comply with these requirements can lead to loss of approved status, certain
rights of rescission for mortgage loans, class action lawsuits and
administrative enforcement action.




Competition
in the mortgage brokerage industry is intense.




Our
business plan involves acting as a mortgage broker for commercial real estate
transactions. 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 develop our mortgage brokerage business 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 60% of
our outstanding shares. Mr. Klemsz, through Sarmat, LLC and his family, will own
314,000 shares, or approximately 16%. Because these entities together, and GDBA
Investments, LLC 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.





-
8 -





ITEM
2. DESCRIPTION OF PROPERTY.





We
currently use the mailing address of the offices of CAPT 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 AAFS. 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
                  
                  $
                  1.25
                  
                  
                  $
                  0.52Second
      Quarter
                  
                  $
                  1.05
                  
                  
                  $
                  1.01Third
      Quarter
                  
                  $
                  0.55
                  
                  
                  $
                  0.20Fourth
      Quarter
                  
                  $
                  1.01
                  
                  
                  $
                  0.55





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 $0.50 per share and our volume was 0 shares.





APPROXIMATE
NUMBER OF HOLDERS OF COMMON STOCK





As of
March 27, 2009, we had a total of 1,961,200 shares of our Common Stock
outstanding. The number of holders of record of our common stock at that date
was one hundred.








-
9 -





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.





THE
SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990





The
Securities Enforcement and Penny Stock Reform Act of 1990 require 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.





-
10 -








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.







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, 2006. Our plan is to act as a mortgage broker
for commercial real estate transactions. 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.




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.





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.




-
11 -




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 acting as a
mortgage broker for commercial real estate transactions. Such revenues will be
recorded as the services are performed.


PLAN OF
OPERATION FOR DECEMBER 31, 2008 TO DECEMBER 31, 2009




On
November 17, 2008, we entered into an Agreement of Merger and Plan of
Reorganization with APRO Bio Pharmaceutical Corporation (APRO), a private
Colorado corporation, whereby our wholly-owned subsidiary, Across America
Acquisition Corp., would merge with APRO, with APRO being the surviving entity.
APRO would then become our wholly-owned subsidiary. Upon closing the merger, we
would issue a total of 18,189,462 shares to the APRO shareholders in exchange
for all of their 18,189,462 issued and outstanding shares. On a fully, diluted
basis, the APRO shareholders would own a total of20,146,962 shares of
Company Common Stock. As a result of this transaction, we would have a total of
approximately 23 million shares of Common Stock issued and
outstanding.





Upon the closing of the merger, the
officers and directors of APRO would become our officers and directors. Our sole
officer and director, Mr. Klemsz, would resign effective at the time of closing.
The combined company would operate under the name Aztech Bioscience, Inc., or
some derivation thereof.





The closing of this transaction is
subject to certain contingencies, as more fully discussed in the Agreement of
Merger and Plan of Reorganization, and the requirement of audited financial
statements from APRO, along with the approval of the transaction by the
shareholders of APRO and the Company.





APRO is the licensee of filed but not
yet issued patents related to composition of matter and method of use for
treating bacterial infection including bacterial pneumonia, tuberculosis and
anthrax infections.  APRO has also licensed an existing patent for the
treatment of viral infection including HIV, Influenza and potentially the “bird
flu” virus.  APRO plans to acquire and develop existing and novel
therapies that can move through clinical trials quickly, shepherding them
through the FDA approval processes and advancing them through
commercialization.





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, 2008.




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 $61,331 and $54,389,
respectively. The operating expenses consisted of interest expense and
professional fees in 2008 and 2007.





LIQUIDITY
AND CAPITAL RESOURCES




At December 31, 2008, we had an
unrestricted cash balance of $23,287.





Net cash used in operating
activities was $54,101 for the fiscal year ended December 31, 2008. This
consisted of consisted of interest expense and professional fees in
2008





Net cash provided by financing
activities was $72,000 for the fiscal year ended December 31, 2008. 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.





-
12 -








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








-
13 -










TABLE
OF CONTENTS








PageReport
      of Independent Registered Public Accounting Firm
              
              
              15Balance
      Sheets at December 31, 2008 and 2007
              
              
              16Statement
      of Operations for the years ended December 31, 2008 and 2007 and for the
      period from December 1, 2005 (inception) to December 31,
    2008
              
              
              17Statement
      of Changes in Shareholders’ Equity for the period from December 1, 2005
      (inception) to December 31, 2008
              
              
              18Statement
      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
              
              
              19Notes
      to Financial Statements
              
              
              20







-
14 -




Report
of Independent Registered Public Accounting Firm
   
  To the
Board of Directors and Shareholders:
 Across
America Financial Services, Inc.
  
  
 We have
audited the accompanying balance sheet of Across America Financial Services,
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 Financial Services,
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 $74,794 for 2008 and has incurred
substantial net losses since inception.  Also, total liabilities
exceed total assets by $118,409 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
  -
15 -
 
 
 Across
      America Financial Services, Inc.(A
      Development Stage Company)Balance
      SheetsAt
      December 31, 2008 and 2007December
      31,
                                              
                                              
                                              December
      31,Assets
                                              
                                              2008
                                              
                                              
                                              2007Cash
      and cash equivalents  (note 1)
                                              
                                              $
                                              23,287
                                              
                                              
                                              $
                                              5,388Prepaid
      expenses
                                              
                                              
                                              1,902
                                              
                                              
                                              
                                              1,910Total
      assets
                                              
                                              $
                                              25,189
                                              
                                              
                                              $
                                              7,298Liabilities
      and Shareholders' DeficitLiabilitiesAccrued
      liabilities  (note 1)
                                              
                                              $
                                              8,300
                                              
                                              
                                              $
                                              3,717Note
      payable, related party  (note 2)
                                              
                                              
                                              135,298
                                              
                                              
                                              
                                              62,268Total
      liabilities
                                              
                                              
                                              143,598
                                              
                                              
                                              
                                              65,985Shareholders'
      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,
                                              
                                              
                                              1,961
                                              
                                              
                                              
                                              1,8101,961,200
      shares issued and outstanding December 31, 20081,810,476
      shares issued and outstanding December 31, 2007Additional
      paid-in-capital
                                              
                                              
                                              15,535
                                              
                                              
                                              
                                              614Deficit
      accumulated during development stage
                                              
                                              
                                              (135,905
                                              )
                                              
                                              
                                              (61,111
                                              )Total
      shareholders' deficit
                                              
                                              
                                              (118,409
                                              )
                                              
                                              
                                              (58,687
                                              )Total
      liabilities and shareholders' deficit
                                              
                                              $
                                              25,189
                                              
                                              
                                              $
                                              7,298
 
 The
accompanying notes are an integral part of these financial
statements.
  -
16 -
  
 
 Across
      America Financial Services, 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, 2008December
      1,2005(Inception)For
      the years ended
                                
                                
                                ThroughDecember
      31,
                                
                                
                                December
      31,2008
                                
                                
                                2007
                                
                                
                                2008Operating
      expenses:Selling,
      general and administrative
                                
                                $
                                61,331
                                
                                
                                $
                                54,389
                                
                                
                                $
                                116,220Total
      operating expenses
                                
                                
                                61,331
                                
                                
                                
                                54,389
                                
                                
                                
                                116,220Loss
      from operations
                                
                                
                                (61,331
                                )
                                
                                
                                (54,389
                                )
                                
                                
                                (116,220
                                )Non-operating
      expense:Interest
      expense, related party (note 2)
                                
                                
                                (13,463
                                )
                                
                                
                                (6,222
                                )
                                
                                
                                (19,685
                                )Loss
      before income taxes
                                
                                
                                (74,794
                                )
                                
                                
                                (60,611
                                )
                                
                                
                                (135,905
                                )Net
      loss
                                
                                $
                                (74,794
                                )
                                
                                $
                                (60,611
                                )
                                
                                $
                                (135,905
                                )Basic
      and diluted loss per share
                                
                                $
                                (0.04
                                )
                                
                                $
                                (0.03
                                )Basic
      and diluted weighted average commonshares
      outstanding
                                
                                
                                1,816,273
                                
                                
                                
                                1,853,054
 
 The
accompanying notes are an integral part of these financial
statements.
  -
17 -
 
 
 Across
      America Financial Services, 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
                                          
                                          
                                          
                                          -Net
      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
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (60,611
                                          )
                                          
                                          
                                          (60,611
                                          )Balance
      at December 31, 2007
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          1,810,476
                                          
                                          
                                          $
                                          1,810
                                          
                                          
                                          $
                                          614
                                          
                                          
                                          $
                                          (61,111
                                          )
                                          
                                          $
                                          (58,687
                                          )November
      17, 2008 - Issuance of stock in exchange
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          150,724
                                          
                                          
                                          
                                          151
                                          
                                          
                                          
                                          14,921
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          15,072for
      services  (note 2)Net
      loss, for the year endedDecember
      31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (74,794
                                          )
                                          
                                          
                                          (74,794
                                          )Balance
      at December 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          1,961,200
                                          
                                          
                                          $
                                          1,961
                                          
                                          
                                          $
                                          15,535
                                          
                                          
                                          $
                                          (135,905
                                          )
                                          
                                          $
                                          (118,409
                                          )
 
 The
accompanying notes are an integral part of these financial
statements.
  -
18 -
  
 Across America Financial Services,
    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, 2008
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              December
      1,2005(Inception)For
      the years ended
                                              
                                              
                                              ThroughDecember
      31,
                                              
                                              
                                              December
      31,2008
                                              
                                              
                                              2007
                                              
                                              
                                              2008Cash
      flows from operating activities:Net
      loss
                                              
                                              $
                                              (74,794
                                              )
                                              
                                              $
                                              (60,611
                                              )
                                              
                                              $
                                              (135,905
                                              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Warrant
      expense  (note 4)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              424
                                              
                                              
                                              
                                              424Services
      exchanged for common stock
                                              
                                              
                                              15,072
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15,072Changes
      in operating assets and operating liabilities:Prepaid
      expenses
                                              
                                              
                                              8
                                              
                                              
                                              
                                              (1,910
                                              )
                                              
                                              
                                              (1,902
                                              )Accounts
      payable and accrued liabilities
                                              
                                              
                                              5,613
                                              
                                              
                                              
                                              5,485
                                              
                                              
                                              
                                              11,598Net
      cash (used in) operating activities
                                              
                                              
                                              (54,101
                                              )
                                              
                                              
                                              (56,612
                                              )
                                              
                                              
                                              (110,713
                                              )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
                                              
                                              
                                              17,899
                                              
                                              
                                              
                                              3,388
                                              
                                              
                                              
                                              23,287Cash
      and cash equivalents, beginning of period
                                              
                                              
                                              5,388
                                              
                                              
                                              
                                              2,000
                                              
                                              
                                              
                                              —Cash
      and cash equivalents, end of periood
                                              
                                              $
                                              23,287
                                              
                                              
                                              $
                                              5,388
                                              
                                              
                                              $
                                              23,287Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              —Interest
                                              
                                              $
                                              12,434
                                              
                                              
                                              $
                                              3,953
                                              
                                              
                                              $
                                              16,387
  The
accompanying notes are an integral part of these financial
statements.
  -
19 -





Across
America Financial Services, 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 Financial Services, 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.





On
November 17, 2008, the Company entered into an Agreement of Merger and Plan of
Reorganization with APRO Bio Pharmaceutical Corporation (APRO), a private
Colorado corporation, whereby its wholly-owned subsidiary, Across America
Acquisition Corp., would merge with APRO, with APRO being the surviving
entity.  See note 6 for more details




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.





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.




-
20 -





ACROSS
AMERICA FINANCIAL SERVICES, 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.





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.








(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.





-
21 -








ACROSS
AMERICA FINANCIAL SERVICES, INC.


(A
Development Stage Company)


Notes
to Financial Statements








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





On
November 17, 2008 WestMountain Asset Management, Inc., a public company in which
Mr. Klemsz is President, issued 60,724 shares of $0.001 Common Stock at a price
of $0.10 per share.  This issue was made in exchange for prior
services provided for the Company.








(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 Financial
Services 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 Financial Services, the AARD directors decided it was in
the best interest of AARD and Financial Services and AARD’s shareholders to
spin-off Financial Services 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.





On
November 17, 2008 the board approved an issuance of 150,724 shares of $0.001 par
value common stock at a price of $0.10 per share for negotiation services
performed in regards to the APRO Bio Agreement of Merger and Plan of
Reorganization for the Company.   The shares were valued at the
fair value of the services rendered.  As of December 31, 2008 the
total amount of shares issued and outstanding are 1,961,200.






(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:





-
22 -





Across
America Financial Services, Inc.


(A
Development Stage Company)


Notes
to Financial Statements










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 Financial
Services, 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
                                                                      
                                                                      -






-
23 -







ACROSS
AMERICA FINANCIAL SERVICES, 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
                      
                      
                      17.99
                      %
                      
                      
                      16.35
                      %State
                      
                      
                      3.80
                      %
                      
                      
                      3.87
                      %Net
      operating loss carryforward
                      
                      
                      -
                      
                      
                      
                      -Increase
      in valuation allowance
                      
                      
                      21.79
                      %
                      
                      
                      -20.22
                      %-
                      
                      
                      
                      -





At
December 31, 2008 and December 31, 2007, the Company had a net operating loss
carry forwards of $135,905 and $61,111 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
                    
                    $
                    28,648
                    
                    
                    $
                    12,352Valuation
      allowance
                    
                    
                    (28,648)
                    
                    
                    
                    (12,352)-
                    
                    
                    
                    -




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 $16,269 and $12,257 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.





-
24 -





ACROSS
AMERICA FINANCIAL SERVICES, INC.


(A
Development Stage Company)


Notes
to Financial Statements








(6)  
Subsequent Event





On
November 17, 2008, the Company entered into an Agreement of Merger and Plan of
Reorganization with APRO Bio Pharmaceutical Corporation (APRO), a private
Colorado corporation, whereby its wholly-owned subsidiary, Across America
Acquisition Corp., would merge with APRO, with APRO being the surviving entity.
APRO would then become its wholly-owned subsidiary. Upon closing the merger, the
Company would issue a total of 18,189,462 shares to the APRO shareholders in
exchange for all of their 18,189,462 issued and outstanding shares. On a fully,
diluted basis, the APRO shareholders would own a total of 20,146,962 shares of
Company Common Stock. As a result of this transaction, the Company would have a
total of approximately 23 million shares of Common Stock issued and outstanding.
The Agreement originally provided that it would terminate on February 11, 2009
if a Closing had not occurred. The Company entered into an amended Agreement to
extend the termination date to March 11, 2009 in place of the date of February
11, 2009. On March 11, 2009, the Company entered into a second amended Agreement
to extend the termination date to March 31, 2009 in place of the date of March
11, 2009. In all other respects, the Agreement of Merger and Plan of
Reorganization remains in full force and effect.





-
25 -





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.







-
26 -





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
27, 2009 is as follows:





Name:
                                Age
                                Position:Brian
      L. Klemsz
                                50
                                President,
      Chief Executive Officer,
                                  Chief
      Financial OfficerSecretary-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 limited liability company 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.





-
27 -





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 our officer and
director in the last three fiscal years.








ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





The
following table sets forth, as of March 23, 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.








-
28 -





As of March 27, 2009, there were a
total of 1,961,200 common shares issued and outstanding.





Name
      and AddressBeneficial
                              No.
      of
                              PercentageOwner
                              Common
      Shares
                              of
      Ownership(1)(2)Brian
      L. Klemsz(3)
                              314,000
                              16%123
      North College Avenue, Suite 200Fort
      Collins, Colorado 80524GDBA
      InvestmentsLLC (4)
                              1,178,144
                              60%1440
      Blake Street, Suite 310Denver,
      Colorado 80202BOCO
      Investments, LLC
                              100,000
                              5%103
      West Mountain Ave.Fort
      Collins, Colorado 80524____________________All
      Officers and (4)
                              314,000
                              16%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. .  A total of 60,724 shares are owned by
      WestMountain Asset Management, Inc., a public company in which Mr.Klemsz
      is President. Mr. Klemsz disclaims beneficial ownership of these
      shares.





(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.





On January 12, 2007, an organization
named Safe Harbor I, LLC., formerly known as Safe Harbor Business Development
Company (“Safe Harbor”), which is affiliated with our largest shareholder, GDBA
Investments, LLC, agreed to provide operating capital in the form of a loan of
$250,000 to cover operating expenses. This loan was due on January 12,
2010.





-
29 -








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.  .
As of December 31, 2008, we owed West Mountain Prime, LLC. a total of $135,298,
including principal and accrued interest.








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 60% of our issued and outstanding common stock. GDBA
Investments, LLC may be deemed a "parent" as defined under the rules and
regulations promulgated under the Securities Act.





Mr.
Klemsz, through Sarmat, LLC and his family, will own 314,000 shares, or
approximately 16% of us.




We
use the mailing address of the offices of CAPT 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,
billed an aggregate of $7,998 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 billed an aggregate of $7,775 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





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(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 12, 2007 for Safe Harbor Business Development
      Company10.1*
            Promissory
      note dated January 12, 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, March 2,
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
30,
2009.




ACROSS AMERICA FINANCIAL
      SERVICES, INC.,
                a
      Colorado corporationBy:
              /s/ Brian L. KlemszBrian L. Klemsz, President, Chief Executive Officer,Chief Financial
      Officer
                andDirector(Principal Executive,Accounting
      and Financial Officer)




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