SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





Annual
Report Under Section 13 or 15(d) of


the
Securities Exchange Act of 1934





For the
Fiscal Year Ended: December 31, 2007





Commission
File No. 000-52533





Across America Real Estate
Exchange, Inc.


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





Colorado
            20-8097439(State
      or other jurisdiction
            (IRS
      Employer File Number)of
      incorporation)





700
      Seventeenth Street, Suite 1200Denver,
      Colorado
            80202(Address
      of principal executive offices)
            (zip
      code)





(303)
893-1003


(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





Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]





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-KSB.
[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 28, 2008, was 1,810,476.


-
1 -


FORM
10-KSB


Across
America Real Estate Exchange, Inc.





INDEX


PagePART
      IItem
      1. Description of Business
            3Item
      2. Description of Property
            10Item
      3. Legal Proceedings
            10Item
      4. Submission of Matters to a Vote of Security Holders
            10PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            10Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
            12Item
      7. Financial Statements
            F-1Item
      8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
            14Item
      8A. Controls and Procedures
            14Item
      8B. Other Information
            14PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
            15Item
      10. Executive Compensation
            16Item
      11. Security Ownership of Certain Beneficial Owners and
      Management
            16Item
      12. Certain Relationships and Related Transactions
            17Item
      13. Exhibits and Reports on Form 8-K
            18Item
      14. Principal Accountant Fees and Services
            18Financial
      Statements pages
            F-1
      - F-12Signatures
            19







-
2 -





References
in this document to “Real Estate Exchange,” "us," "we," or "Company" refer to
Across America Real Estate Exchange, Inc.





Forward-Looking
Statements





The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.








When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.








PART
I





Item
1. DESCRIPTION OF BUSINESS.








(a) 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, 2007, we had a
cash position of $3,761. Operating costs are expected to range between $30,000
and $50,000, for the fiscal year ending December 31, 2007. These operating costs
include insurance, taxes, utilities, maintenance, contract services and all
other costs of operations. We will use contract employees who will be paid on a
per transaction basis as each real estate exchange is closed. However, the
operating costs and expected revenue generation are difficult to predict. We
expect to generate revenues in the next twelve months from Section 1031 exchange
transactions using referrals from AARD and unrelated individuals and entities
that operate in the real estate exchange business. Since there can be no
assurances that revenues will be sufficient to cover operating costs for the
foreseeable future, it may be necessary to raise additional funds. Due to our
lack of operating history, raising additional funds may be difficult. In
January, 2006, an organization named Safe Harbor I, LLC, formerly known as Safe
Harbor Business Development Company (“Safe Harbor”), which is controlled by our
President, Mr. Backman, 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 is now due January 23, 2009. If we are unable to
raise funds to cover any operating deficit after fiscal year ending January 23,
2009, our business may fail.


-
3 -


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, 2007 and 2006, our accountants have expressed
doubt about our ability to continue as a going concern as a result of lack of
history of operations, limited assets, and operating losses since inception. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon:





·
            our
      ability to locate clients who will use our real estate intermediary
      services; and





·
            our
      ability to generate revenues.





Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating sufficient revenues. We
expect our operating costs to range between $30,000 and $50,000 for the fiscal
year ending December 31, 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.





As our stock will
not be listed on Nasdaq or another national exchange, trading in our shares
will be subject to rules governing “penny stocks,” which will impair trading
activity in our shares.





As we do
not intend to list our stock on Nasdaq or another national exchange, our stock
will therefore be subject to rules adopted by the Commission regulating broker
dealer practices in connection with transactions in “penny stocks.” Those
disclosure rules applicable to “penny stocks” require a broker dealer, prior to
a transaction in a “penny stock” not otherwise exempt from the rules, to deliver
a standardized list disclosure document prepared by the Commission. That
disclosure document advises an investor that investment in “penny stocks” can be
very risky and that the investor’s salesperson or broker is not an impartial
advisor but rather paid to sell the shares. The disclosure contains further
warnings for the investor to exercise caution in connection with an investment
in “penny stocks,” to independently investigate the security, as well as the
salesperson with whom the investor is working and to understand the risky nature
of an investment in this security. The broker dealer must also provide the
customer with certain other information and must make a special written
determination that the “penny stock” is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. Further, the
rules require that, following the proposed transaction, the broker provide the
customer with monthly account statements containing market information about the
prices of the securities.





These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for our common stock. Many brokers may be
unwilling to engage in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for stockholders to
dispose of their shares. You will also find it difficult to obtain accurate
information about, and/or quotations as to the price of, our common
stock.





Issuances of our
stock could dilute current shareholders and adversely affect the market price
of our common stock, if a public trading market develops.





We have
the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares
of preferred stock, and to issue options and warrants to purchase shares of our
common stock without stockholder approval. Although no financing is planned
currently, we may need to raise additional capital to fund operating losses. If
we raise funds by issuing equity securities, our existing stockholders who
received shares in our recent spin-off may experience substantial dilution. In
addition, we could issue large blocks of our common stock to fend off unwanted
tender offers or hostile takeovers without further stockholder
approval.


-
4 -








The
issuance of preferred stock by our board of directors could adversely affect the
rights of the holders of our common stock. An issuance of preferred stock could
result in a class of outstanding securities that would have preferences with
respect to voting rights and dividends and in liquidation over the common stock
and could, upon conversion or otherwise, have all of the rights of our common
stock. Our board of directors’ authority to issue preferred stock could
discourage potential takeover attempts or could delay or prevent a change in
control through merger, tender offer, proxy contest or otherwise by making these
attempts more difficult or costly to achieve.





Colorado law and
our Articles of Incorporation protect our directors from certain types of
lawsuits, which could make it difficult for us to recover damages from them
in the event of a lawsuit.





Colorado
law provides that our directors will not be liable to our company or to our
stockholders for monetary damages for all but certain types of conduct as
directors. Our Articles of Incorporation require us to indemnify our directors
and officers against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require our company to use our assets to defend
our directors and officers against claims, including claims arising out of their
negligence, poor judgment, or other circumstances.





Competition in
the real estate exchange industry is intense.





Our
primary business plan involves facilitating real estate exchanges under Section
1031 of the Internal Revenue Code. This business is highly competitive. There
are numerous similar companies providing such services in the United States of
America. Our competitors will have greater financial resources and more
expertise in this business. Our ability to obtain revenue from facilitating real
estate exchanges under Section 1031 of the Internal Revenue Code will depend on
our ability to successfully market our services in this highly competitive
environment. We cannot guarantee that we will be able to do so
successfully.





The share control
position of the Mr. Backman will limit the ability of other shareholders to
influence corporate actions.





After
distribution of our shares to the AARD shareholders, an entity controlled by our
President, Mr. Backman, owns approximately 1,178,144 shares and thereby controls
approximately 65% of our outstanding shares. Because the entity 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.





We depend
almost entirely on the efforts and continued employment of Mr. Backman, our
President. Mr. Backman, is our primary executive officer, and we will depend on
him for nearly all aspects of our operations. In addition, Mr. Backman’s
company, Safe Harbor, is our only source of financing. We do not have an
employment contract with Mr. Backman , and we do not carry key person insurance
on the life of either. The loss of the services of Mr. Backman, 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.
Backman and a financing source to replace Safe Harbor.





(b)
NARRATIVE DESCRIPTION OF THE BUSINESS





Real
Estate Exchange is a corporation which was formed under the laws of the State of
Colorado on December 1, 2005. Until March 23, 2007, we were a wholly-owned
subsidiary of Across America Real Estate Corp.(“AARD”).


-
5 -





On
January 10, 2007, the directors of AARD approved, subject to the effectiveness
of a registration with the Securities and Exchange Commission, the pro rata
spin-off of Real Estate Exchange to AARD shareholders of record on March 1, 2007
on a pro rata basis. Since AARD’s business is related to the proposed activities
of Real Estate Exchange, the AARD directors decided it was in the best interest
of AARD and Real Estate Exchange and AARD’s shareholders to spin-off Real Estate
Exchange to minimize any potential of conflict of interest. The shares of Real
Estate Exchange were owned by AARD, who distributed a total of 1,810,476 shares
to the AARD shareholders on or about March 23, 2007.





(c)
PROPOSED OPERATIONS





General





We are a
development stage company. Our development stage began when we approved our
business plan on November 9, 2006. Our plan is to facilitate the exchange of
real estate properties between individuals through the use of Section 1031 of
the Internal Revenue Code.





We plan
to operate out of one office in the Denver Metropolitan area. We have no
specific plans at this point for additional offices. We plan to act as a
“Qualified Intermediary” for a fee to facilitate these exchanges. Through a
Section 1031 Exchange, the tax on the gain is deferred until some future
date.





Section
1031 of the Internal Revenue Code provides that no gain or loss shall be
recognized on the exchange of property held for productive use in a trade or
business, or for investment. A tax-deferred exchange is a method by which a
property owner trades one or more relinquished properties for one or more
replacement properties of “like-kind”, while deferring the payment of federal
income taxes and some state taxes on the transaction.





The
theory behind Section 1031 is that when a property owner has reinvested the sale
proceeds into another property, the economic gain has not been realized in a way
that generates funds to pay any tax. In other words, the taxpayer’s investment
is still the same, only the form has changed (e.g. vacant land exchanged for
apartment building). Therefore, it would be unfair to force the taxpayer to pay
tax on a “paper” gain.





The
like-kind exchange under Section 1031 is tax-deferred, not tax-free. When the
replacement property is ultimately sold (not as part of another exchange), the
original deferred gain, plus any additional gain realized since the purchase of
the replacement property, is subject to tax.





Tax
deferred exchanges involving the sale of the Exchanger’s property are possible
because of the use of a “Qualified Intermediary”. Middlemen take the place of
the exchanger in dealing with a buyer of his property and the seller of the
property he wishes to trade for. We plan to act as a Qualified Intermediary. All
middlemen pass ownership to property and hold sale proceeds for eventual use in
completing an exchange. Some middlemen also provide documentation to perform the
exchange. However, not all middlemen serve the same functions. “Intermediaries”
are independent third parties who are asked to enter the transaction by the
Exchanger and who earn a fee for this service. When middlemen act as agents of
the Exchanger, they are more properly called “agents” or “strawmen”. Strawmen
may or may not earn a fee. A party to the original transaction, such as a seller
or buyer, who agree to act as accommodating grantors are referred to as
“accommodators”. Accommodators do not earn a fee. Incorrectly calling an
intermediary a “strawman” may create the appearance of agency when none is
intended. We plan to abide by strict legal descriptions of each of these
functions so that we may defend or defeat an attack on an exchange in tax
court.





A
Qualified Intermediary is an independent party who facilitates tax-deferred
exchanges pursuant to Section 1031 of the Internal Revenue Code. The Qualified
Intermediary cannot be the taxpayer or a disqualified person. Acting under a
written agreement with the taxpayer, the Qualified Intermediary acquires the
relinquished property and transfers it to the buyer. The Qualified Intermediary
holds the sales proceeds, to prevent the taxpayer from having actual or
constructive receipt of the funds. Finally, the Qualified Intermediary acquires
the replacement property and transfers it to the taxpayer to complete the
exchange within the appropriate time limits.





-
6 -


Description
of Section 1031 Transactions





In a
typical real estate transaction, the property owner is taxed on any gain
realized from the sale. However, through a Section 1031 Exchange, the tax on the
gain is deferred until some future date. Section 1031 of the Internal Revenue
Code provides that no gain or loss shall be recognized on the exchange of
property held for productive use in a trade or business, or for investment. A
tax-deferred exchange is a method by which a property owner trades one or more
relinquished properties for one or more replacement properties of “like-kind”,
while deferring the payment of federal income taxes and some state taxes on the
transaction.





The
theory behind Section 1031 is that when a property owner has reinvested the sale
proceeds into another property, the economic gain has not been realized in a way
that generates funds to pay any tax. In other words, the taxpayer’s investment
is still the same, only the form has changed (e.g. vacant land exchanged for
apartment building). Therefore, it would be unfair to force the taxpayer to pay
tax on a “paper” gain.





The
like-kind exchange under Section 1031 is tax-deferred, not tax-free. When the
replacement property is ultimately sold (not as part of another exchange), the
original deferred gain, plus any additional gain realized since the purchase of
the replacement property, is subject to tax.





A Section
1031 exchange is one of the few techniques available to postpone taxes due on
the sale of qualifying properties.





•
            By
      deferring the tax, you have more money available to invest in another
      property. In effect, you receive an interest free loan from the federal
      government, in the amount you would have paid in
  taxes.





•
            Any
      gain from depreciation recapture is
postponed.





•
            You
      can acquire and dispose of properties to reallocate your investment
      portfolio without paying tax on any gain. There are several types of
      Exchanges.





•
            Simultaneous
      Exchange: The exchange of the relinquished property for the replacement
      property occurs at the same time.





•
            Delayed
      Exchange: This is the most common type of exchange. A Delayed Exchange
      occurs when there is a time gap between the transfer of the Relinquished
      Property and the acquisition of the Replacement Property. A Delayed
      Exchange is subject to strict time limits, which are set forth in the
      Treasury Regulations.





•
            Build-to-Suit
      (Improvement or Construction) Exchange: This technique allows the taxpayer
      to build on, or make improvements to, the replacement property, using the
      exchange proceeds.





•
            Reverse
      Exchange: A situation where the replacement property is acquired prior to
      transferring the relinquished property. The IRS has offered a safe harbor
      for reverse exchanges, as outlined in Rev. Proc. 2000-37, effective
      September 15, 2000. These transactions are sometimes referred to as
      “parking arrangements” and may also be structured in ways which are
      outside the safe harbor.





•
            Personal
      Property Exchange: Exchanges are not limited to real property. Personal
      property can also be exchanged for other personal property of like-kind or
      like-class.





To be a
valid exchange, the transaction must meet certain standards.





•
            Qualifying
      Property — Certain types of property are specifically excluded from
      Section 1031 treatment: property held primarily for sale; inventories;
      stocks, bonds or notes; other securities or evidences of indebtedness;
      interests in a partnership; certificates of trusts or beneficial interest;
      and chooses in action. In general, if property is not specifically
      excluded, it can qualify for tax-deferred
  treatment.


-
7 -








•
            Proper
      Purpose — Both the relinquished property and replacement property must be
      held for productive use in a trade or business or for investment. Property
      acquired for immediate resale will not qualify. The taxpayer’s personal
      residence will not qualify.





•
            Like
      Kind — Replacement property acquired in an exchange must be “like-kind” to
      the property being relinquished. All qualifying real property located in
      the United States is like-kind. Personal property that is relinquished
      must be either like-kind or like-class to the personal property which is
      acquired. Property located outside the United States is not like-kind to
      property located in the United
States.





•
            Exchange
      Requirement — The relinquished property must be exchanged for other
      property, rather than sold for cash and using the proceeds to buy the
      replacement property. Most deferred exchanges are facilitated by Qualified
      Intermediaries, who assist the taxpayer in meeting the requirements of
      Section 1031.





The
general guidelines to follow in order for a taxpayer to defer all the taxable
gain are as follows.





•
            The
      value of the replacement property must be equal to or greater than the
      value of the relinquished property.





•
            The
      equity in the replacement property must be equal to or greater than the
      equity in the relinquished
property.





•
            The
      debt on the replacement property must be equal to or greater than the debt
      on the relinquished property.





•
            All
      of the net proceeds from the sale of the relinquished property must be
      used to acquire the replacement
property.





Once the
money is deposited into an exchange account, funds can only be withdrawn in
accordance with IRS Regulations. The taxpayer cannot receive any money until the
exchange is complete.





The
exchange ends the moment the taxpayer has actual or constructive receipt (i.e.
direct or indirect use or control) of the proceeds from the sale of the
relinquished property. The use of a Qualified Intermediary is a safe harbor
established by the Treasury Regulations. If the taxpayer meets the requirements
of this safe harbor, the IRS will not consider the taxpayer to be in receipt of
the funds. The sale proceeds go directly to the Qualified Intermediary, who
holds them until they are needed to acquire the replacement property. The
Qualified Intermediary then delivers the funds directly to the closing agent.
The taxpayer may not receive the proceeds or take constructive receipt of the
funds in any way, without disqualifying the exchange.





A
taxpayer has 45 days after the date that the relinquished property is
transferred to properly identify potential replacement properties. The exchange
must be completed by the date that is 180 days after the transfer of the
relinquished property, or the due date of the taxpayer’s federal tax return for
the year in which the relinquished property was transferred, whichever is
earlier. Thus, for a calendar year taxpayer, the exchange period may be cut
short for any exchange that begins after October 17th. However, the taxpayer can
get the full 180 days, by obtaining an extension of the due date for filing the
tax return. There are no extensions available. If the taxpayer does not meet the
time limits, the exchange will fail and the taxpayer will have to pay any taxes
arising from the sale of the relinquished property.





There are
three rules that limit the number of properties that can be identified. The
taxpayer must meet the requirements of at least one of these rules:





•
            Three-Property
      Rule: The taxpayer may identify up to three potential replacement
      properties, without regard to their value;
or





•
            200%
      Rule: Any number of properties may be identified, but their total value
      cannot exceed twice the value of the relinquished property,
    or


-
8 -








•
            95%
      Rule: The taxpayer may identify as many properties as he wants, but before
      the end of the exchange period the taxpayer must acquire replacement
      properties with an aggregate fair market value equal to at least 95% of
      the aggregate fair market value of all the identified
      properties.





Potential
replacement property must be identified in a writing, signed by the taxpayer,
and delivered to a party to the exchange who is not considered a “disqualified
person”. A “disqualified” person is any one who has a relationship with the
taxpayer that is so close that the person is presumed to be under the control of
the taxpayer. Examples include blood relatives, and any person who is or has
been the taxpayer’s attorney, accountant, investment banker or real estate agent
within the two years prior to the closing of the relinquished property. The
identification cannot be made orally.





(d)
MARKETS





We are
currently focused on developing a program to provided Section 1031 Exchange
services to build-to-suit single pad, small box retail projects for national and
regional retailers throughout the United States. To date, we have had no active
operations. During 2008 our strategy will focus on developing a project
pipeline.





(e)
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.





(f)
CUSTOMERS AND COMPETITION





Our
primary business plan involves facilitating real estate exchanges under Section
1031 of the Internal Revenue Code. This business is highly competitive. There
are numerous similar companies providing such services in the United States of
America. Our competitors will have greater financial resources and more
expertise in this business. Our ability to obtain revenue from facilitating real
estate exchanges under Section 1031 of the Internal Revenue Code will depend on
our ability to successfully market our services in this highly competitive
environment. Currently, we have no customers for our services. We cannot
guarantee that we will be able to do so successfully.








(g)
BACKLOG





At
December 31, 2007, we had no backlogs.





(h)
EMPLOYEES





We have
no employees other than Mr. Backman, our President. 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.





We do not
pay our non-management Director but reimburse him for any out-of-pocket expenses
incurred by them in connection with our business. Members of management who also
serve on the Board receive no additional compensation for attending Board
meetings.





(i)
PROPRIETARY INFORMATION





We own no
proprietary information.





(j)
GOVERNMENT REGULATION





Since we
only act in the capacity of an intermediary, we do not expect government
regulations or laws to have any material impact on us.


-
9 -








(k)
RESEARCH AND DEVELOPMENT





We have
never spent any amount in research and development activities.





(l)
ENVIRONMENTAL COMPLIANCE





Since we
only act in the capacity of an intermediary, we do not expect environmental laws
to have any material impact on us.





(m)           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 700 Seventeenth Street, Suite 1200, Denver,
Colorado 80202. Our phone number at our headquarters is (303) 893-1003. We
currently have no website.





ITEM
2. DESCRIPTION OF PROPERTY.





We
currently use the mailing address of the offices of AARD 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 COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





(a)
PRINCIPAL MARKET OR MARKETS





Our
common stock currently trades on the Over-the-Counter Bulletin Board under the
trading symbol AAEX. The common stock began trading in December,
2007.  The high and low bid quotation for our common stock through
December 31, 2007 was $1.25 and $0.25.





(b)
APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK





As of
March 28, 2008, we had a total of 1,810,476 shares of our Common Stock
outstanding. The number of holders of record of our common stock at that date
was one hundred.





-
10 -


(c)
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.





(d) THE
SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990





The
Securities Enforcement and Penny Stock Reform Act of 1990 requires additional
disclosure and documentation related to the market for penny stock and for
trades in any stock defined as a penny stock. Unless we can acquire substantial
assets and trade at over $5.00 per share on the bid, it is more likely than not
that our securities, for some period of time, would be defined under that Act as
a "penny stock." As a result, those who trade in our securities may be required
to provide additional information related to their fitness to trade our shares.
These requirements present a substantial burden on any person or brokerage firm
who plans to trade our securities and would thereby make it unlikely that any
liquid trading market would ever result in our securities while the provisions
of this Act might be applicable to those securities.





Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:





-    contains
a description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading;





-    contains
a description of the broker's or dealer's duties to the customer and of the
rights and remedies available to the customer with respect to a violation to
such duties or other requirements of the Securities Act of 1934, as
amended;





-    contains
a brief, clear, narrative description of a dealer market, including "bid" and
"ask" prices for penny stocks and the significance of the spread between the bid
and ask price;





-    contains
a toll-free telephone number for inquiries on disciplinary actions;





-    defines
significant terms in the disclosure document or in the conduct of trading penny
stocks; and





-    contains
such other information and is in such form (including language, type, size and
format) as the Securities and Exchange Commission shall require by rule or
regulation;





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:





-    the
bid and offer quotations for the penny stock;





-    the
compensation of the broker-dealer and its salesperson in the
transaction;





-    the
number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and





-    monthly
account statements showing the market value of each penny stock held in the
customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.


-
11 -





ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS F
OPERATIONS





Certain
statements in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations that are not historical facts are forward-looking
statements such as statements relating to future operating results, existing and
expected competition, financing and refinancing sources and availability and
plans for future development or expansion activities and capital expenditures.
Such forward-looking statements involve a number of risks and uncertainties that
may significantly affect our liquidity and results in the future and,
accordingly, actual results may differ materially from those expressed in any
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those related to effects of competition, leverage and debt service
financing and refinancing efforts, general economic conditions, and changes in
applicable laws or regulations. The following discussion and analysis should be
read in conjunction with the consolidated financial statements and notes thereto
appearing elsewhere in this report.





Our
activities have been primarily focused on organization as a development stage
enterprise since planned principal operations have not yet commenced.
Accordingly, management does not consider the historical results of operations
to be representative of our future results of operation. Our development stage
began when we approved our business plan on November 9, 2007. Our plan is to
facilitate the exchange of real estate properties between individuals through
the use of Section 1031 of the Internal Revenue Code. To facilitate these
exchanges, we plan to act as a Qualified Intermediary. See
“Business.”





Critical
Accounting Policies





We have
identified the following policies below as critical to our business and results
of operations. For further discussion on the application of these and other
accounting policies, see Note 1 to the accompanying audited financial statements
for the year ended December 31, 2007, 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.





Use
of Estimates in the Preparation of Financial Statements





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.





Revenue
Recognition





We have
had no revenue during the years ended December 31, 2007 and 2006. Anticipated
future operating revenue will represent services in connection with acting as a
Qualified Intermediary in Section 1031 real estate exchange transactions. Such
revenues will be recorded as the services are performed.





Plan
of Operation for December 31, 2007 to December 31, 2008





Real
Estate Exchange intends to facilitate the exchange of real estate properties
between individuals through the use of Section 1031 of the Internal Revenue
Code. Real Estate Exchange acts as a “Qualified Intermediary” for a fee to
facilitate these exchanges. Through a Section 1031 Exchange, the tax on the gain
is deferred until some future date.


-
12 -





Our
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.
However, the operating costs and expected revenue generation are difficult to
predict. We expect to generate revenues in the next twelve months from Section
1031 exchange transactions using referrals from AARD and unrelated individuals
and entities that operate in the real estate exchange business. We will use
contract employees who will be paid on a per transaction basis as each real
estate exchange is closed. Since there can be no assurances that revenues will
be sufficient to cover operating costs for the foreseeable future, it may be
necessary to raise additional funds. Due to our lack of operating history,
raising additional funds may be difficult. In January, 2007, an organization
named Safe Harbor I, LLC, formerly known as Safe Harbor Business Development
Company (“Safe Harbor”), which is controlled by our President, Mr. Backman,
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 23, 2008 but was extended to January 23, 2009. If we
are unable to raise funds to cover any operating deficit after fiscal year
ending January 23, 2009, our business may fail.





We
generated no revenues during the years ended December 31, 2007 and 2006, and
management does not anticipate any revenues until June 2008, at the
earliest.





Seasonality





We do not
expect that our business will be seasonal with nearly all revenue generated
throughout the year. However, with our startup phase, we do not anticipate any
material revenue until June 2008.





Results
of Operations





We had no
revenue for the years ended December 31, 2007 and 2006. Operating expenses
during the year ended December 31, 2007 totaled $62,236, consisting primarily of
general and administrative expenses and interest expense, and $500 for the year
ended December 31, 2006, consisting of professional fees.





Liquidity
and Capital Resources





At December 31, 2007, we had an unrestricted cash balance of
$3,761.





Net cash used in operating
activities was $58,239 for the fiscal year ended December 31, 2007. This
consisted of interest expense and professional fees in 2007




Net cash
provided by financing activities was $60,000 for the fiscal year ended December
31, 2007. This amount represented the advance on our promissory
note.





Financial
Position





At
December 31, 2007, 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 23, 2008 but was extended to
January 23, 2009. 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 fiscal
year 2007. If we are unable to raise funds to cover any operating deficit after
fiscal year ending December 31, 2007, 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.


-
13 -


ITEM
7. FINANCIAL STATEMENTS.





FINANCIAL
STATEMENTS





with





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





F
- 1





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Shareholders:


Across
America Real Estate Exchange, Inc.





We have
audited the accompanying balance sheet of Across America Real Estate Exchange,
Inc. as of December 31, 2007, and the related statements of operations, changes
in shareholders’ equity, and cash flows for the years ended December 31, 2007
and 2006, and the period from December 1, 2005 (inception) through December 31,
2007. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Across America Real Estate
Exchange, Inc. as of December 31, 2007, and the results of its operations and
its cash flows for the years ended December 31, 2007 and 2006, and the period
from December 1, 2005 (inception) through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has no history of operations, limited assets, and has
incurred operating losses since inception. These conditions raise substantial
doubt about the Company’s ability to continue as a going
concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








Cordovano
and Honeck LLP  Cordovano
and Honeck LLP


Englewood,
Colorado


March 28,
2008




F
- 2








Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Balance
      SheetDecember
      31, 2007AssetsCash
      and cash equivalents  (note 1)
            
            $
            3,761Prepaid
      expenses
            
            
            1,910Total
      assets
            
            $
            5,671Liabilities
      and Shareholders' DeficitLiabilitiesAccrued
      liabilities  (note 1)
            
            $
            3,715Note
      payable, related party  (note 2)
            
            
            62,268Total
      liabilities
            
            
            65,983Shareholders'
      deficit (note 4)Preferred
      stock, $.10 par value; 1,000,000 shares authorized,-0-
      shares issued and outstanding
            
            
            -Common
      stock, $.001 par value; 50,000,000 shares authorized,1,810,476
      shares issued and outstanding
            
            
            1,810Additional
      paid-in-capital
            
            
            614Deficit
      accumulated during development stage
            
            
            (62,736
            )Total
      shareholders' deficit
            
            
            (60,312
            )Total
      liabilities and shareholders' deficit
            
            $
            5,671




See
accompanying notes to financial statements














Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Statements
      of Operations
            
            
            
            
            
            
            
            December
      1,2005(Inception)For
      the year ended
            
            
            ThroughDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Operating
      expenses:Selling,
      general and administrative  (note 6)
            
            $
            56,051
            
            
            $
            500
            
            
            $
            56,551Total
      operating expenses
            
            
            56,051
            
            
            
            500
            
            
            
            56,551Loss
      from operations
            
            
            (56,051
            )
            
            
            (500
            )
            
            
            (56,551
            )Non-operating
      expense:Interest
      expense, related party (note 2)
            
            
            (6,185
            )
            
            
            -
            
            
            
            (6,185
            )Loss
      before income taxes
            
            
            (62,236
            )
            
            
            (500
            )
            
            
            (62,736
            )Net
      loss
            
            $
            (62,236
            )
            
            $
            (500
            )
            
            $
            (62,736
            )Basic
      and diluted loss per share
            
            $
            (0.03
            )
            
            $
            -Basic
      and diluted weighted average commonshares
      outstanding
            
            
            1,853,054
            
            
            
            2,000,000




See
accompanying notes to financial statements


F
- 3





Across
      America Real Estate Exchange, Inc.(A
      Development Stage Company)Statement
      of Changes in Shareholders' Deficitfor
      the years ended December 31, 2007 and 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            DeficitAccumulatedPreferred
      Stock
            
            
            Common
      Stock
            
            
            Additional
            
            
            DuringPar
            
            
            
            
            
            Par
            
            
            Paid-in
            
            
            DevelopmentShares
            
            
            Value
            
            
            Shares
            
            
            Value
            
            
            Captial
            
            
            Stage
            
            
            TotalBalance
      at December 31, 2005
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -December
      2006, shares sold to parent corporation($.001/share)
            
            
            -
            
            
            
            -
            
            
            
            2,000,000
            
            
            
            2,000
            
            
            
            -
            
            
            
            -
            
            
            
            2,000Net
      loss, year ended December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (500
            )
            
            
            (500
            )Balance
      at December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            2,000,000
            
            
            $
            2,000
            
            
            
            -
            
            
            
            (500
            )
            
            
            1,500January
      12, 2007 Warrant expense  (note 5)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            424
            
            
            
            -
            
            
            
            424March
      22, 2007 - AARD Spin Off  (note 4)
            
            
            -
            
            
            
            -
            
            
            
            (189,524
            )
            
            
            (190
            )
            
            
            190
            
            
            
            -
            
            
            
            -Net
      loss, year endedDecember
      31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (62,236
            )
            
            
            (62,236
            )Balance
      at December 31, 2007
            
            
            -
            
            
            $
            -
            
            
            
            1,810,476
            
            
            $
            1,810
            
            
            $
            614
            
            
            $
            (62,736
            )
            
            $
            (60,312
            )




See
accompanying notes to financial statements


F
- 4








Across America Real Estate Exchange,
      Inc.(A
      Development Stage Company)
            
            
            
            
            
            
            
            December
      1,Statements
      of Cash Flows
            
            
            
            
            
            
            
            2005(Inception)Year
      ended
            
            
            ThroughDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            $
            (62,236
            )
            
            $
            (500
            )
            
            $
            (62,736
            )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Warrant
      expense  (note 5)
            
            
            424
            
            
            
            -
            
            
            
            424Changes
      in operating assets and operating liabilities:Prepaid
      expenses
            
            
            (1,910
            )
            
            
            -
            
            
            
            (1,910
            )Accounts
      payable and accrued liabilities
            
            
            5,483
            
            
            
            500
            
            
            
            5,983Net
      cash (used in) operating activities
            
            
            (58,239
            )
            
            
            -
            
            
            
            (58,239
            )Cash
      flows from financing activities:Proceeds
      from sale of common stock
            
            
            -
            
            
            
            2,000
            
            
            
            2,000Proceeds
      from note payable, related party (note 2)
            
            
            60,000
            
            
            
            -
            
            
            
            60,000Net
      cash provided by financing activities
            
            
            60,000
            
            
            
            2,000
            
            
            
            62,000Net
      change in cash
            
            
            1,761
            
            
            
            2,000
            
            
            
            3,761Cash
      and cash equivalents, beginning of year
            
            
            2,000
            
            
            
            -
            
            
            
            —Cash
      and cash equivalents, end of year
            
            $
            3,761
            
            
            $
            2,000
            
            
            $
            3,761Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            —Interest
            
            $
            3,916
            
            
            $
            -
            
            
            $
            3,916




See
accompanying notes to financial statements


F
- 5


ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements





(1)  
Nature of Organization and Summary of Significant Accounting
Policies





Nature
of Organization and Basis of Presentation


Across
America Real Estate Exchange, Inc. (the “Company”) was incorporated in the state
of Colorado on December 1, 2005 as 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 facilitate the
exchange of real estate properties between individuals through the use of
Section 1031 of the Internal Revenue Code. It plans to act as a “Qualified
Intermediary” for a fee to facilitate these exchanges.





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. The Company intends to acquire
additional operating capital through equity offerings. There is no assurance
that the Company will be successful in raising additional funds.





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, 2007.





Financial
Instruments


The
Company’s financial instruments consist of cash and accrued liabilities. At
December 31, 2007, the fair value of the Company’s financial instruments
approximate fair value due to the short-term maturity of the
instruments.




F
- 6





ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements








Loss
per Common Share


The
Company reports loss per share using a dual presentation of basic and diluted
loss per share. Basic loss per share excludes the impact of common stock
equivalents and is determined by dividing income available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if securities and other contracts to issue common stock were exercised or
converted into common stock. At December 31, 2007, 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 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


On
December 28, 2006, the Company sold 2,000,000 shares of its common stock to its
parent corporation, Across America Real Estate Corp., for $2,000, or $.001 per
share.





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
$250,000 loan. This loan is evidenced by an unsecured promissory note dated
January 12, 2007. The note carries a 15% interest rate and matures on January
23, 2008. The maturity of the note has been extended to January 23,
2009.  The renewal fee of 1.5% of the then outstanding principal
balance due was payable April 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%. This note has  been extended to April 23, 2009.




F
- 7


ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements








In
addition, on January 23, 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 (see Note
5).





As of
December 31, 2007 the total principal and accrued interest owed on our note
payable is as follows:





As
      of December 31, 2007Principal
            
            $
            60,000Accrued
      interest
            
            
            2,268$
            62,268





(3)  
Income Taxes





A
reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:





December
            
            
            December2007
            
            
            2006U.S.
      statutory federal rate
            
            
            16.35
            %
            
            
            15.00
            %State
      income tax rate, net of federal benefit
            
            
            3.87
            %
            
            
            3.94
            %Net
      operating loss for which no taxBenefit
      is currently available
            
            
            -20.22
            %
            
            
            -18.94
            %0.00
            %
            
            
            0.00
            %





At
December 31, 2007, deferred tax assets consisted of a net tax asset of $12,679,
based on an operating loss inception to date of $62,736, which was fully allowed
for, in the valuation allowance of $12,679. The valuation allowance offsets the
net deferred tax asset for which there is no assurance of
recovery.  The change in the valuation allowance for the periods ended
December 31, 2007 and 2006 totaled $12,584 and $95, respectively.  The
net operating loss carryforward expires through the year 2027.





The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the deferred tax asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax assets is no longer
impaired and the allowance is no longer required.





Should
the Company undergo an ownership change as defined in Section 382 of the
Internal Revenue Code, the Company’s tax net operating loss carryforward
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.


F
- 8


ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements











(4)  
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 Real Estate Exchange, the AARD directors decided it was
in the best interest of AARD and Real Estate Exchange and AARD’s shareholders to
spin-off Real Estate Exchange to minimize any potential conflict of
interest.





The spin
off was completed on March 21, 2007.  As of December 31, 2007 the
total shares issued and outstanding is 1,810,476.  The remaining
189,524 shares after the spin-off were cancelled and the par value of those
shares is reflected in additional paid-in capital in the amount of
$190.








(5)   Warrant
Expense





On
January 23, 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 23, 2007
using the Black-Scholes model and was valued at $0.0021 using the following
assumptions and inputs:





Year
      EndedDecember
      31,2007Risk
      free interest rate
            
            
            4.76
            %Expected
      life
            
            
            5.0Dividend
      yield
            
            
            0.00
            %Expected
      volatility
            
            
            0.00
            %Fair
      Value
            
            $
            0.0021




There are
a number of assumptions and estimates used in calculating the fair value of
warrants. These include the expected term of the warrant, the expected
volatility and the risk free interest rate. These assumptions are included in
the charts above. The basis for our expected volatility and expected term
estimates is a combination of our historical information.   The
risk-free interest rate is based upon yields of U.S. Treasury strips with terms
equal to the expected life of the warrants or award being valued. Across America
Real Estate Exchange, Inc. does not currently pay a dividend on its common
stock.


F
- 9





ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements











Warrants
      Outstanding
            
            
            
            
            
            
            
            
            Warrants
      ExercisableNumber
              of
      Warrants
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Remaining Contractual Term
            
            
            Aggregate
      Intrinsic Value
            
            
            Shares
      Exercisable
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Remaining Contractual Term
            
            
            Aggregate
      Intrinsic ValueBalance
      at December 31,2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Activity
      during 2007:Granted
            
            
            200,000
            
            
            
            0.01
            
            
            
            
            
            
            
            -
            
            
            
            200,000
            
            
            
            0.01
            
            
            
            -
            
            
            
            -Expired/Cancelled
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      at September 30,2007
            
            
            200,000
            
            
            
            0.01
            
            
            
            4.0
            
            
            
            -
            
            
            
            200,000
            
            
            
            0.01
            
            
            
            4.0
            
            
            
            -




Warrant
expense was recorded in 2007, the period in which the warrants vested. The total
amount of expense calculated for the warrants issued totaled
$424.  This expense was recorded in Selling, general and
administrative on the Statements of Operations.





(6)  
Operating Expenses





The total
selling, general and administrative expense recorded on the financials for the
period ending December 31, 2007 and December 31, 2006 was $56,051 and $500
respectively.   The major components of operating expenses are as
follows:





For
      the year endedExpense
            
            December
            
            
            DecemberType
            
            2007
            
            
            2006Professional
      fees
            
            $
            52,946
            
            
            $
            500Warrant
      expense
            
            
            424
            
            
            
            -Other
            
            
            681
            
            
            
            -Total
      Selling, general and administrative
            
            $
            56,051
            
            
            $
            500




F
- 10





ACROSS
AMERICA REAL ESTATE EXCHANGE, INC.


(A
Development Stage Company)


Notes
to Financial Statements


(7)  
Subsequent Events
 The
maturity date for the Safe Harbor note payable has been extended to January 23,
2009.  The renewal fee is due and payable in April
2008.






F
- 11


ITEM
8. 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
8A. CONTROLS AND PROCEDURES.





Management’s
Annual Report on Internal Control over Financial Reporting




As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
“Exchange Act”), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures and our internal control
over financial reporting as of December 31, 2007, being the date of our most
recently completed fiscal year end. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and our internal control over financial reporting are
effective to ensure, among other things, that the information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated, recorded, processed, communicated, and reported within the time
periods specified by the rules and forms of the Securities and Exchange
Commission.




The term “internal control over financial reporting” is defined as a process
designed by, or under the supervision of, our principal executive and principal
financial officers, or persons performing similar functions, and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:




(1)
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions and dispositions of
  assets;(2)
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made
      only in accordance with authorizations of our management and directors;
      and(3)
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our financial
statements.




Changes
in Internal Control over Financial Reporting





During our most recently completed fiscal year ended December 31, 2007, there
were no changes that had a material effect on, or are reasonably likely to
affect, our internal control over financial reporting.







ITEM
8B. OTHER INFORMATION.





Nothing
to report.


-14
-


PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.








Our
Directors and Executive Officers, their ages and positions held with us as of March
28, 2008 are as follows:





Name:
            Age:
            Position:G.
      Brent. Backman
            65
            President,
      Chief Executive Officer, Chief Financial Officer, Secretary-Treasurer and
      DirectorEric
      Balzer
            58
            Director





Mr.
Backman has been an officer and director of ours since inception. He has also
been a director of AARD since March, 2007. Mr. Backman co-founded Advanced
Energy Industries (NASDAQ: AEIS) in 1981 and had been Vice President of Advanced
Energy and a Director since its incorporation until December, 1998 when he
retired as an officer of the company. He later retired from Advanced Energy’s
Board of Directors in 2003. Mr. Backman helped Advanced Energy differentiate
itself by growing to in excess of $100 million in revenues without any outside
capital until the company went public in 1995. He helped lead the company to
$360 million in annual revenue with 1,498 employees and a market cap of $2.3
billion in the fiscal year 2000. Mr. Backman started his career at Hughes
Aircraft Company, where he rose to the position of Business Manager of a $400
million research lab. He left Hughes Aircraft Company to help found Ion Tech,
which was acquired by Veeco Instruments. Mr. Backman has a degree from
California State University, Fullerton.





Mr.
Balzer has been a director of ours since inception. He has also been a director
of AARD since its inception. He also has served as a member of the Board of
Directors and Chairman of the Audit Committee of Ramtron International
Corporation (RMTR), a NASDAQ National Market Company which designs specialized
semiconductor products, from September, 1998 to 2004. In 2004, he became its
Chief Financial Officer. Mr. Balzer was Senior Vice-President of Operations at
Advanced Energy Industries (AEIS)from 1990 to 1999. Prior to joining Advanced
Energy, Mr. Balzer was the Controller and, later, the Material and Manufacturing
Manager of the Colorado Springs facility for International Business Machines
(IBM). In addition to Advanced Energy, he has been a senior manager in one other
successful start-up company, Colorado Manufacturing Technology, Inc., which was
subsequently sold. His experience also includes financial oversight
responsibilities for $1.5 Billion of cost plus construction programs with Shell
Oil Company.




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 officers or key
employees.





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.


-15
-





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
10. EXECUTIVE COMPENSATION





No
compensation has been paid and no stock options granted to any of our officers
or directors in the last three fiscal years.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





The
following table sets forth, as of March 28, 2008, information regarding the
ownership of our common stock by:





*
            persons
      who own more than 5% of our common
stock;





*
            each
      of our directors and each of our executive officers;
  and





*
            all
      directors and executive officers as a
group.


-16
-


As of
March 28, 2008, there were a total of 1,810,476 common shares issued and
outstanding.





Name
      and Address
              Beneficial
              Owner
            No. of
              Common Shares
            Percentage
              of Ownership(1)(2)G.
      Brent Backman(3)(6)
            1,178,144
            65%700
      17th Street, Suite 1200Denver,
      Colorado 80202Sarmat,
      LLC(4)
            314,000
            17%700
      17th Street, Suite 1200Denver,
      Colorado 80202Eric
      Balzer(5)
            24,000
            1%700
      17th Street, Suite 1200Denver,
      Colorado 80202BOCO
      Investments, LLC(6)
            100,000
            6%103
      West Mountain Ave.Fort
      Collins, Colorado 80524All
      Officers and
              Directors
      as a Group
              (two
      persons)
            1,202,144
            66%


____________





(1)
            All
      ownership is beneficial and of record, unless indicated
      otherwise.





(2)
            Beneficial
      owners listed above have sole voting and investment power with respect to
      the shares shown, unless otherwise
indicated.





(3)
            A
      total 1,178,144 shares are owned of record by GDBA Investments, LLLP,
      which is controlled by Mr. Backman. A total of 1,000 shares are owned in
      the name of adult children of the affiliate of this entity, for which it
      disclaims beneficial ownership.





(4)
            A
      total of 194,000 of these shares are owned of record. Sarmat, LLC is
      controlled by Mr. Brian Klemsz. Mr. Klemsz’s only role with us is as an
      indirect investor. A total of 120,000 shares are owned in the name of
      family members of the affiliate of this
entity.





(5)
            A
      total of 15,000 shares are owned in the name of an affiliated entity. A
      total of 7,500 shares are owned in the name of Mr. Balzer’s son. Mr.
      Balzer disclaims beneficial ownership of these
  shares.





(6)
            On
      September 28, 2006, GDBA Investments, LLLP and BOCO Investments, LLC each
      acquired 250,000 shares of AARD Series A Convertible Preferred Stock. Each
      share of Series A Convertible Preferred Stock is the equivalent of four
      common shares for conversion purposes. As a result, GDBA Investments, LLLP
      and BOCO Investments, LLC will each receive an additional 100,0000 common
      shares in us, in addition to any ownership of common shares. These
      additional shares are reflected in the total number of shares owned by
      each entity in us.





ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





On
January 23, 2007, Safe Harbor I, LLC., formerly known as Safe Harbor Business
Development Company, a company controlled by our President, Mr. Backman, 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 23, 2008 but was extended to January 23, 2009. The
Company paid a renewal fee equal to 1.5% of the then outstanding principal
balance due. However, the maturity date of this note will not be extended past
January 23, 2009. The note is at an interest rate of 15% per annum, with
interest payments to be made every ninety days, beginning ninety days for the
date of the promissory note.





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, LLLP holds 1,178,144 shares of our issued and outstanding stock,
representing approximately 65% of our issued and outstanding common stock. Mr.
Backman is a beneficiary of GDBA Investments, LLLP and controls this entity.
GDBA Investments, LLLP may be deemed a “parent” as defined under the rules and
regulations promulgated under the Securities Act.





We use
the mailing address of the offices of AARD for our mailing address. No expense
provision for this use has been provided since it has been determined that it is
immaterial.


-17
-







ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.





The
following financial information is filed as part of this report:





(a)   (1)
FINANCIAL STATEMENTS





(2)
SCHEDULES





(3)
EXHIBITS. The following exhibits required by Item 601 to be filed
herewith a re
incorporated by reference to previously filed documents:








Exhibit
              Number
            Description3.1*
            Articles
      of Incorporation3.2*
            Bylaws4.1*
            Warrant
      dated January 23, 2007 for Safe Harbor Business Development
      Company10.1*
            Promissory
      note dated January 23, 2007 with Safe Harbor Business Development
      Company31.1
            Certification
      of CEO/CFO pursuant to Sec. 30232.1
            Certification
      of CEO/CFO pursuant to Sec. 906





*
Previously filed with Form SB-2 Registration Statement, January 29,
2007.





(b)  Reports
on Form 8-K. No reports were filed under cover of Form 8-K for the fiscal year
ended December 31. 2007.





ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our
independent auditor, Cordovano and Honeck, LLP, Certified Public Accountants,
billed an aggregate of $3,900 for the year ended December 31, 2007 and $2,500
for the year ended December 31, 2006 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 entire 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.




-18
-


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 April 4,
2008.






ACROSS AMERICA REAL ESTATE
      EXCHANGE, INC.,
              a
      Colorado corporationBy:
            /s/ G. Brent BackmanG. Brent Backman, President, Chief Executive
      Officer,
              Chief FinancialOfficer and Director
              (Principal Executive,Accounting
      and Financial Officer)




By:
              /s/ Eric BalzerEric
      Balzer, Director





-19
-