aarealexchng10k1231

Washington, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2008

Commission File No. 000-52533

Across America Real Estate Exchange, Inc.

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

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

123 North College Avenue, Suite 200
Fort Collins, Colorado	80524
(Address of principal executive offices)	(zip code)

(970) 530-0325

(Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

Securities to be Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.0.001 per share par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [] No [X].

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [] No [X].

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [X] No: [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer []	Accelerated filer []
Non-accelerated filer [] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [X] No [].

Registrant's revenues for its most recent fiscal year were $-0-. State the aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days: approximately $316,000. The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, March 27, 2009, was 1,810,476.

FORM 10-K

Across America Real Estate Exchange, Inc.

INDEX


PART I

Item 1. Business	3

Item 1A. Risk Factors	8

Item 2. Property	11

Item 3. Legal Proceedings	11

Item 4. Submission of Matters to a Vote of Security Holders	11

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11

Item 6. Selected Financial Data	13

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	15

Item 8. Financial Statements and Supplementary Data	15

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	27

Item 9A(T). Controls and Procedures	27

Item 9B. Other Information	28

PART III

Item 10. Directors, Executive Officers and Corporate Governance	28

Item 11. Executive Compensation	29

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29

Item 13. Certain Relationships and Related Transactions, and Director Independence	30

Item 14. Principal Accountant Fees and Services	31

Item 15. Exhibits Financial Statement Schedules	31

Financial Statements pages	16 - 26

Signatures	32

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

FORWARD LOOKING STATEMENTS

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual

business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability

to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

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

PART I

Item 1. DESCRIPTION OF BUSINESS.

NARRATIVE DESCRIPTION OF THE BUSINESS

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

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

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In January, 2006, an organization named Safe Harbor I, LLC, formerly known as Safe Harbor Business Development Company (“Safe Harbor”), which is controlled by our former President, Mr. Brent Backman, agreed to provide operating capital in the form of a loan of $250,000 to cover operating expenses. This loan was evidenced by an unsecured promissory note which was due January 23, 2010.

However, effective October 16, 2008, we paid off the principal and accrued interest due on our loan to Safe Harbor Development Company, as assigned to Safe Harbor 1, LLC. At the same time, we entered into a loan arrangement with West Mountain Prime, LLC., which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured promissory note (the “Note”) which is now due October 16, 2009, unless converted. All principal and interest accrues until the Note is due or converted. The applicable interest rate on the Note is 12% per annum except in the event that we fail to convert any portion of the principal and pay the interest due in which case the applicable rate on the Note shall thereafter be 18% per annum. At any time prior to the due date of the Note, all outstanding principal under the Note may, at the sole option of the Holder, be converted into our common shares equal to the outstanding principal amount of the note divided by .22.

PROPOSED OPERATIONS

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

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

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

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

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

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

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

DESCRIPTION OF SECTION 1031 TRANSACTIONS

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

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.

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Any gain from depreciation recapture is postponed.

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

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

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

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

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Reverse Exchange: A situation where the replacement property is acquired prior to transferring the relinquished property. The IRS has offered a safe harbor for reverse exchanges, as outlined in Rev. Proc. 2000-37, effective September 15, 2008. These transactions are sometimes referred to as “parking arrangements” and may also be structured in ways which are outside the safe harbor.

•

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

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

•

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

•

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

•

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

•

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MARKETS

We are currently focused on developing a program to provided Section 1031 Exchange services to build-to-suit single pad, small box retail projects for national and regional retailers throughout the United States. To date, we have had no active operations. During 2009 our strategy will focus on developing a project pipeline.

RAW MATERIALS

The use of raw materials is not a material factor in our operations at the present time. We do not expect raw materials to be a material factor in the future.

CUSTOMERS AND COMPETITION

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

BACKLOG

At December 31, 2008, we had no backlogs.

EMPLOYEES

We have no employees other than Mr. Klemsz, our President and Secretary-Treasurer. He plans to devote less than 5% of his time to our business. We plan to reimburse our executives for all necessary and customary business related expenses.

Our member of management who also serves on the Board receives no additional compensation for attending Board meetings.

PROPRIETARY INFORMATION

We own no proprietary information.

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GOVERNMENT REGULATION

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

RESEARCH AND DEVELOPMENT

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

ENVIRONMENTAL COMPLIANCE

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

HOW TO OBTAIN OUR SEC FILINGS

We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

Our investor relations department can be contacted at our principal executive office located at our principal office 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524. Our phone number at our headquarters is (970) 530-0325. We currently have no website.

Item 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

If we do not generate adequate revenues to finance our operations, our business may fail.

We have not generated revenues from our inception. As of December 31, 2008, we had a cash position of $39,712. Operating costs are expected to range between $30,000 and $50,000, for the fiscal year ending December 31, 2009. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on a per transaction basis as each real estate exchange is closed. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from Section 1031 exchange transactions using referrals from CAPT and unrelated individuals and entities that operate in the real estate exchange business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. On October 16, 2008, we entered into a loan arrangement with West Mountain Prime, LLC., which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured promissory note which is now due October 16, 2009. If we are unable to raise funds to cover any operating deficit after October 16, 2009, our business may fail.

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Because we had incurred a loss and have no current operations, our accountants have expressed doubts about our ability to continue as a going concern.

For the fiscal years ended December 31, 2008 and 2007, our accountants have expressed doubt about our ability to continue as a going concern as a result of lack of history of operations, limited assets, and operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

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

- our ability to generate revenues.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $30,000 and $50,000 for the fiscal year ending December 31, 2009. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.

We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

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

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

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

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

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

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

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

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

Competition in the real estate exchange industry is intense.

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

The combined share control position of GDBA Investments, LLC and Mr. Klemsz’s and his affiliates will limit the ability of other shareholders to influence corporate actions.

Our largest shareholder, GDBA Investments, LLC, owns 1,178,144 shares and thereby control approximately 65% of our outstanding shares. Mr. Klemsz, through Sarmat, LLC and his family, will own 314,000 shares, or approximately 17%. Because these entities together, and GDBA Investments, LLLP individually, will beneficially control more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.

Our future success depends, in large part, on the continued service of our President and our Secretary-Treasurer.

We depend almost entirely on the efforts and continued employment of Mr. Klemsz, our President and Secretary-Treasurer. Mr. Klemsz is our primary executive officer, and we will depend on him for nearly all aspects of our operations. In addition, West Mountain Prime, LLC., an entity affiliated with Mr. Klemsz, is our only source of financing. We do not have an employment contract with Mr. Klemsz, and we do not carry key person insurance on the life of either. The loss of the services of Mr. Klemsz through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult find and retain qualified personnel such as Mr. Klemsz and a financing source to replace West Mountain Prime, LLC.

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ITEM 2. DESCRIPTION OF PROPERTY.

Currently we are located at 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524 and use the mailing address of the offices of WestMountain companies for company use. We plan to occupy separate office facilities and obtain office furniture and equipment in the near future. We own no real estate nor have plans to acquire any real estate.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held no shareholders meeting in the fourth quarter of our fiscal year.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

PRINCIPAL MARKET

Our common stock currently trades on the Over-the-Counter Bulletin Board under the trading symbol AAEX. The common stock began trading in December, 2007.

The following table sets forth the high and low closing bid prices of our common stock on for the periods indicated in 2008 and 2007.


	Closing Bid Price
2008	High		Low
First Quarter	$	0.52	$	.25
Second Quarter	$	1.01	$	.52
Third Quarter	$	1.50	$	.26
Fourth Quarter	$	1.00	$	.26


	Closing Bid Price
2007	High		Low
Fourth Quarter	$	1.25	$	0.25

On March 27, 2009, the closing bid price of our common stock in the OTC Bulletin Board was $1.00 per share and our volume was 0 shares.

APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

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

DIVIDENDS

Holders of common stock are entitled to receive such dividends as may be declared by our Board of Directors. No dividends on the common stock were paid by us during the periods reported herein nor do we anticipate paying dividends

in the foreseeable future.

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THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

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

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

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

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

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

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

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

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

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

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

	-	the bid and offer quotations for the penny stock;

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

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

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

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

- 12 -

ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

CRITICAL ACCOUNTING POLICIES

We have identified the following policies below as critical to our business and results of operations. For further discussion on the application of these and other accounting policies, see Note 1 to the accompanying audited financial statements for the year ended December 31, 2008, included elsewhere in this document. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

RECENT ACCOUNTING POLICIES

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transactions at the acquisition-date fair value with limited exceptions. SFAS No. 141 R will change the accounting treatments and disclosure for certain specific items in a business combination. SFAS No. 141 R applies prospectively to business combinations for with the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following exist in GAAP until January 1, 2009. The Company expects SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at the time. The Company has not determined the impact on its financial statements on this accounting standard.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company has not determined the impact on its financial statements of this accounting standard.

- 13 -

USES OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

REVENUE RECOGNITION

We have had no revenue during the years ended December 31, 2008 and 2007. Anticipated future operating revenue will represent services in connection with acting as a Qualified Intermediary in Section 1031 real estate exchange transactions. Such revenues will be recorded as the services are performed.

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

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

Our operating costs are expected to range between $30,000 and $50,000 for the fiscal year ending December 31, 2009. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from Section 1031 exchange transactions using referrals from CAPT and unrelated individuals and entities that operate in the real estate exchange business. We will use contract employees who will be paid on a per transaction basis as each real estate exchange is closed. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. On October 16, 2008, we entered into a loan arrangement with West Mountain Prime, LLC., which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured promissory note which is now due October 16, 2009. If we are unable to raise funds to cover any operating deficit after October 16, 2009, our business may fail.

We generated no revenues during the years ended December 31, 2008 and 2007, and management does not anticipate any revenues until June 2009, at the earliest.

SEASONALITY

We do not expect that our business will be seasonal with nearly all revenue generated throughout the year. However, with our startup phase, we do not anticipate any material revenue until June 2009.

RESULTS OF OPERATIONS

We had no revenue for the years ended December 31, 2008 and 2007. Operating expenses during the years ended December 31, 2008 and 2007 totaled $28,546 and $56,051, respectively. For the period of December 1, 2005 (inception) through December 31, 2008, operating expenses were $85,097. The operating expenses consisted of interest expense and professional fees in 2008 and in 2007.

We had a net loss of $65,672 and $62,236 for the fiscal years ended December 31, 2008 and 2007, respectively. For the period of December 1, 2005 (inception) through December 31, 2008, we had a net loss of $128,408.

- 14 -

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2008, we had an unrestricted cash balance of $39,712.

Net cash used in operating activities was $36,049 and $58,239 for the fiscal years ended December 31, 2008 and 2007 respectively. For the period December 1, 2005 (inception) through December 31, 2008 the net cash used in operating activities was $94,288. This consisted of consisted of interest expense and professional fees in 2008.

Net cash provided by financing activities was $72,000 and $60,000 for the fiscal years ended December 31, 2008 and 2007 respectively. For the period December 1, 2005 (inception) through December 31, 2008 net cash provided by financing activities was $132,000. This amount represented the advance on our promissory note.

FINANCIAL POSITION

At December 31, 2008, we had no commitments for capital expenditures. In January, 2007, Safe Harbor agreed to provide operating capital in the form of a loan of $250,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was originally due January 12, 2008 but was extended to January 12, 2010.

Management estimates it will take approximately $35,000 — $50,000 per year to fund proposed operations. Since we have no operating history, it is uncertain whether revenue from operations will be sufficient to cover our operating expenses. We have no commitment for funding after October 16, 2009. If we are unable to raise funds to cover any operating deficit after October 16, 2009, our business may fail.

TRENDS

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on the net sales or revenues or income from our proposed operations. Our management has not made any commitments, which will require any material financial resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

FINANCIAL STATEMENTS

with

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

December 31, 2008 and 2007

- 15 -

TABLE OF CONTENTS

	Page

Report of Independent Registered Public Accounting Firm		17

Balance Sheets at December 31, 2008 and 2007		18

Statements of Operations for the years ended December 31, 2008 and 2007 and for the period from December 1, 2005 (inception) to December 31, 2008		19

Statement of Changes in Shareholders’ Equity for the period from December 1, 2005 (inception) to December 31, 2008		20

Statements of Cash Flows for the years ended December 31, 2008 and 2007 and for the period from December 1, 2005 (inception) to December 31, 2008		21

Notes to Financial Statements		22

- 16 -

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:

Across America Real Estate Exchange, Inc.

We have audited the accompanying balance sheet of Across America Real Estate Exchange, Inc. as of December 31, 2008 and 2007, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2008 and 2007, and the period from December 1, 2005 (inception) through December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Across America Real Estate Exchange, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007, and the period from December 1, 2005 (inception) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

During 2008, the Company issued a convertible promissory note to a related party (see Note 2). The Company relies on proceeds from the note for working capital. Related party transactions are not considered to be arm’s length transactions under GAAP.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company incurred a net loss of $65,672 for 2008 and has incurred substantial net losses since inception. Also, total liabilities exceed total assets by $101,984 as of December 31, 2008. These factors and others discussed in Note 1 raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

/s/ Cordovano and Honeck LLP

Cordovano and Honeck LLP

Englewood, Colorado

March 27, 2009

- 17 -


Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Balance Sheets
At December 31, 2008 and 2007

	December 31,			December 31,
	2008			2007

Assets
Cash and cash equivalents (note 1)	$	39,712		$	3,761
Prepaid expenses		1,902			1,910
Total assets	$	41,614		$	5,671


Liabilities and Shareholders' Deficit
Liabilities
Accrued liabilities (note 1)	$	8,300		$	3,715
Note payable, related party (note 2)		135,298			62,268
Total liabilities		143,598			65,983

Shareholders' deficit (note 3)
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			1,810
1,810,476 shares issued and outstanding
Additional paid-in-capital		24,614			614
Deficit accumulated during development stage		(128,408	)		(62,736	)
Total shareholders' deficit		(101,984	)		(60,312	)

Total liabilities and shareholders' deficit	$	41,614		$	5,671

The accompanying notes are an integral part of these financial statements.

- 18 -


Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Statements of Operations
For the years ended December 31, 2008 and 2007 and for the
period from December 1, 2005 (inception) to December 31, 2008
							2005
							(Inception)
	For the years ended						Through
	December 31,						December 31,
	2008			2007			2008

Operating expenses:
Selling, general and administrative	$	28,546		$	56,051		$	85,097
Total operating expenses		28,546			56,051			85,097

Loss from operations		(28,546	)		(56,051	)		(85,097	)

Non-operating expense:
Interest expense, beneficial conversion (note 2)		(24,000	)		-			(24,000	)
Interest expense, related party (note 2)		(13,126	)		(6,185	)		(19,311	)
		(37,126	)		(6,185	)		(43,311	)

Loss before income taxes		(65,672	)		(62,236	)		(128,408	)

Net loss	$	(65,672	)	$	(62,236	)	$	(128,408	)


Basic and diluted loss per share	$	(0.04	)	$	(0.03	)

Basic and diluted weighted average common
shares outstanding		1,810,476			1,853,054

The accompanying notes are an integral part of these financial statements.

- 19 -


Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders' Deficit
For the period December 1, 2005 (inception) through December 31, 2008

													Deficit
													Accumulated
	Preferred Stock				Common Stock						Additional		During
			Par					Par			Paid-in		Development
	Shares		Value		Shares			Value			Captial		Stage			Total
Balance at December 31, 2005		-	$	-		-		$	-		$	-	$	-		$	-

December 2006, shares sold to parent corporation
($.001/share)		-		-		2,000,000			2,000			-		-			2,000

Net loss, year ended December 31, 2006		-		-		-			-			-		(500	)		(500	)

Balance at December 31, 2006		-	$	-		2,000,000		$	2,000		$	-	$	(500	)	$	1,500

January 12, 2007 Warrant expense (note 5)		-		-		-			-			424		-			424

March 22, 2007 - AARD Spin Off (note 4)		-		-		(189,524	)		(190	)		190		-			-

Net loss, year ended
December 31, 2007		-		-		-			-			-		(62,236	)		(62,236	)

Balance at December 31, 2007		-	$	-		1,810,476		$	1,810		$	614	$	(62,736	)	$	(60,312	)

October 16, 2008 Beneficial conversion on		-		-		-			-			24,000		-			24,000
convertible debt (note 2)

Net loss, for the year ended
December 31, 2008		-		-		-			-			-		(65,672	)		(65,672	)

Balance at December 31, 2008		-	$	-		1,810,476		$	1,810		$	24,614	$	(128,408	)	$	(101,984	)

The accompanying notes are an integral part of these financial statements.

- 20 -

Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the years ended December 31, 2008 and 2007 and for the period from
December 1, 2005 (inception) to December 31, 2008

							December 1,
							2005
							(Inception)
	For the years ended						Through
	December 31,						December 31,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	(65,672	)	$	(62,236	)	$	(128,408	)
Adjustments to reconcile net loss to net cash used by operating activities:
Warrant expense (note 4)		-			424			424
Benefical conversion on convertible debt (note 2)		24,000			-			24,000
Changes in operating assets and operating liabilities:
Prepaid expenses		8			(1,910	)		(1,902	)
Accounts payable and accrued liabilities		5,615			5,483			11,598
Net cash (used in) operating activities		(36,049	)		(58,239	)		(94,288	)

Cash flows from financing activities:
Proceeds from sale of common stock		-			-			2,000
Proceeds from note payable, related party (note 2)		72,000			60,000			132,000
Net cash provided by financing activities		72,000			60,000			134,000
Net change in cash		35,951			1,761			39,712

Cash and cash equivalents, beginning of period		3,761			2,000			—

Cash and cash equivalents, end of periood	$	39,712		$	3,761		$	39,712

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	-		$	-		$	—
Interest	$	12,096		$	3,916		$	16,012

The accompanying notes are an integral part of these financial statements.

- 21 -

Across America Real Estate Exchange, Inc.

(A Development Stage Company)

Notes to Financial Statements

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

Nature of Organization and Basis of Presentation

Across America Real Estate Exchange, Inc. (the “Company”) was incorporated in the state of Colorado on December 1, 2005 and was formerly a wholly-owned subsidiary of Across America Real Estate Corp. (“AARD”). The Company commenced operations on November 9, 2006, after the approval of its business plan.

The Company is a development stage enterprise in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company was organized to provide a nationwide, mortgage commercial brokerage operation. The Company plans to incorporate traditional mortgage brokering with a web-based, automated underwriting system which allows clientele to process loan applications twenty-four hours a day, seven days a week.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company is a development stage company with no history of operations, limited assets, and has incurred operating losses since inception. These factors, among others, raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, commence operations, provide competitive services, and ultimately to attain profitability.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents at December 31, 2008 and 2007.

Financial Instruments

The Company’s financial instruments consist of cash and accrued liabilities. At December 31, 2008, the fair value of the Company’s financial instruments approximate fair value due to the short-term maturity of the instruments.

- 22 -

ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to Financial Statements

Loss per Common Share

The Company reports loss per share using a dual presentation of basic and diluted loss per share. Basic loss per share excludes the impact of common stock equivalents and is determined by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock. At December 31, 2008, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Related Parties

The financial statements of the Company fairly represent any transaction that may be considered a related party transaction. The related party transaction or balance is presented on a separate line on the financial statement with an associated footnote disclosure. See note #2 for further details.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company is subject to the provisions of FIN 48 as of its formation on November 13, 2007, and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined. No prior periods are yet subject to examination as the initial returns for the Company have not yet been filed. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN 48. In addition, the Company did not record a cumulative effect adjustment related to the adoption of FIN 48.

Fiscal Year-end

The Company operates on a December 31 year-end.

- 23 -

ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to Financial Statements

(2) Related Party Transactions

Promissory Note and Warrants

In January 2007, Safe Harbor I, LLC., formerly known as Safe Harbor Business Development Company (“Safe Harbor”), a related party controlled by the Company’s president, agreed to provide the Company operating capital in the form of a loan of $250,000. This loan is evidenced by an unsecured promissory note dated January 12, 2007. The note carries a 15% interest rate and matured on January 12, 2008. The Company extended the maturity date by one year to January 12, 2009. Included with the extension is a renewal fee equal to 1.5% of the outstanding principal balance as of January 12, 2008. Interest payments are due every 90 days and any payments not received by the due date will incur a default interest rate of 24%. On October 16, 2008, we paid off the principal and accrued interest due on our loan to Safe Harbor Development Company, as assigned to Safe Harbor 1, LLC. At the same time, we entered into a loan arrangement with West Mountain Prime, LLC., which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured promissory note (the “Note”) which is now due October 16, 2009, unless converted. All principal and interest accrues until the Note is due or converted. The applicable interest rate on the Note is 12% per annum except in the event that we fail to convert any portion of the principal and pay the interest due in which case the applicable rate on the Note shall thereafter be 18% per annum. At any time prior to the due date of the Note, all outstanding principal under the Note may, at the sole option of the Holder, be converted into our common shares equal to the outstanding principal amount of the note divided by ..22.

As the fair market value of common stock was determined to be $0.26 per share at time of the convertible note issuance, the convertible promissory note carries an imbedded beneficial conversion feature. The intrinsic value of the beneficial conversion feature related to the note holder’s option for conversion into the Company’s common stock totals $24,000 at December 31, 2008. As the conversion feature is available at any time before the note becomes due, the full amount of the beneficial conversion feature was recorded as interest expense, beneficial conversion at the time of issuance.

In addition, on January 12, 2007, the Company issued Safe Harbor warrants to purchase 200,000 shares of the Company’s common stock at a price of $.01 per share. The warrants expire five years from the date of issuance.

As of December 31, 2008 our total outstanding principal and interest due to WestMountain Prime, LLC is as follows:



Principal	$	132,000
Accrued interest		3,298
Total due to related parties	$	135,298

(3) Stockholders’ Equity

On January 10, 2007, the directors of Across America Real Estate Corp. (“AARD“) approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, a spin off to its shareholders of record as of March 1, 2007 (the “Record Date”), on a pro rata basis, with one share each of Across America Real Estate Exchange, Inc. (Exchange) to be issued for each ten shares issued and outstanding of common stock or common stock upon conversion of AARD preferred stock owned by such AARD shareholders as of the Record Date. Since AARD’s business is related to the proposed activities of Exchange, the AARD directors decided it was in the best interest of AARD and Exchange and AARD’s shareholders to spin-off Exchange to minimize any potential of conflict of interest.

The spin off was completed on March 21, 2007. The remaining 189,524 shares after the spin-off were cancelled and the par value of those shares was reflected in additional paid-in capital in the amount of $190.

- 24 -

ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to Financial Statements

(4) Warrant Expense

On January 12, 2007, the Company issued Safe Harbor warrants to purchase 200,000 shares of the Company’s common stock at a price of $.01 per share. The warrants expire five years from the date of issuance.

The fair value of the each warrant was calculated on the grant date of January 12, 2007 using the Black-Scholes model and was valued at $0.0021 using the following assumptions and inputs:

	Year Ended December 31,
	2008

Risk free interest rate		4.76	%
Expected life		5.0
Dividend yield		0.00	%
Expected volatility		0.00	%
Fair Value	$	0.0021

There are a number of assumptions and estimates used in calculating the fair value of warrants. These include the expected term of the warrant, the expected volatility and the risk free interest rate. These assumptions are included in the charts above. The basis for our expected volatility and expected term estimates is a combination of our historical information. The risk-free interest rate is based upon yields of U.S. Treasury strips with terms equal to the expected life of the warrants or award being valued. Across America Real Estate Exchange, Inc. does not currently pay a dividend on its common stock, nor does the Company expect to pay a dividend on its common stock.

We accrue the warrant expense in the period in which the warrants are issued. The total amount of compensation calculated for the full amount of warrants granted and accrued is $424. This expense was recorded in Selling, general and administrative on the Statements of Operations.

Warrant activity through the quarter ended December 31, 2008 is summarized as follows:


	Warrants Outstanding						Warrants Exercisable
	Number of Warrants		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value	Shares Exercisable		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value


Balance at December 31,
2007		200,000	0.01		4.0	-		200,000	0.01		4.0	-

Activity during 2008:
Granted		-	-		-	-		-	-		-	-
Expired/Cancelled		-	-		-	-		-	-		-	-
Forfeited		-	-		-	-		-	-		-	-
Exercised		-	-		-	-		-	-		-	-

Balance, at December 31, 2008		200,000	0.01		3.0	-		200,000	0.01		3.0	-

- 25 -

ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to Financial Statements

(5) Income Taxes

Deferred tax assets and liabilities at the end of each period are determined using the currently effective tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. The reconciliation of enacted rates the years ended December 31, 2008 and December 31, 2007 is as follows:

	2008			2007

Federal		15.00	%		16.35	%
State		3.94	%		3.87	%
Net operating loss carryforward		-			-
Increase in valuation allowance		18.94	%		-20.22	%
		-			-

At December 31, 2008 and December 31, 2007, the Company had a net operating loss carry forwards of $104,408 and $62,736 respectively that may be offset against future taxable income subject to limitations imposed by the Internal Revenue Service. This carryforward is subject to review by the Internal Revenue Service and, if allowed, may be offset against taxable income through 2028. A portion of the net operating loss carryovers begin expiring in 2026.

Deferred tax assets are as follows:

	2008			2007
Deferred tax asset due to net operating loss	$	20,570		$	12,679
Valuation allowance		(20,570	)		(12,679	)
		-			-

The deferred tax asset relates principally to the net operating loss carryforward. A valuation allowance was established at December 31, 2008 and December 31, 2007 to eliminate the deferred tax benefit that existed at that time since it is uncertain if the tax benefit will be realized. The deferred tax asset (and the related valuation allowance) increased by $7,891 and $12,584 for the years ended December 31, 2008 and December 31, 2007, respectively.

The Company is subject to the provisions of FIN 48 as of its formation on November 13, 2007, and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined. The tax year 2007 remains open to examination. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FIN 48.

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ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A(T). CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Accordingly, we concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, 2008 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii. provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements in accordance with U. S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Management has concluded that our internal control over financial reporting was effective as December 31, 2008.

INHERENT LIMITATIONS OVER INTERNAL CONTROLS

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Nothing to report.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our sole Director and Executive Officer, his age and positions held with us as of March 23, 2009 is as follows:


Name:	Age	Position:
Brian L. Klemsz	50	President, Chief Executive Officer, Chief Financial Officer Secretary-Treasurer and Director

Mr. Klemsz has been the Company’s President, Secretary-Treasurer, and a Director since its inception. Since March, 2007, he has been the Chief Investment Officer of BOCO Investments, LLC, one of our shareholders. He was Chief Investment Officer for GDBA Investments, LLC, a private investment partnership and the principal shareholder of the Company, from May, 2000 until March, 2007. Mr. Klemsz received a Masters of Science in Accounting and Taxation in 1993 and a Masters of Science in Finance in 1990 from Colorado State University. He received his Bachelor of Science degree from the University of Colorado in 1981.

COMMITTEES OF THE BOARD OF DIRECTORS

Currently, we do not have any committees of the Board of Directors.

DIRECTOR AND EXECUTIVE COMPENSATION

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

EMPLOYMENT AGREEMENTS

We have no written employment agreements with any of our executive officer or key employee.

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EQUITY INCENTIVE PLAN

We have not adopted an equity incentive plan, and no stock options or similar instruments have been granted to any of our officers or directors.

INDEMNIFICATION AND LIMITATION ON LIABILITY OF DIRECTORS

Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by Colorado law. Specifically, our directors will not be personally liable to our company or any of its shareholders for monetary damages for breach of fiduciary duty as directors, except liability for (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of Colorado Revised Statutes Section 7-106-401 or the articles of incorporation if it is established that the director did not perform his duties in compliance with Colorado Revised Statutes Section 7-108-401, provided that the personal liability of a director in this circumstance shall be limited to the amount of distribution which exceeds what could have been distributed without violation of Colorado Revised Statutes Section 7-106-401 or the articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained in the provisions will be construed to deprive any director of his right to all defenses ordinarily available to the director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 11. EXECUTIVE COMPENSATION

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

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 27, 2009, information regarding the ownership of our common stock of our company by:

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

our sole director and executive officer; and

all directors and executive officers as a group.

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As of March 27, 2009, there were a total of 1,810,476 common shares issued and outstanding.

Name and Address
Beneficial	No. of	Percentage
Owner	Common Shares	of Ownership(1)(2)

Brian L. Klemsz(3)	314,000	17%
700 17th Street, Suite 1200
Denver, Colorado 80202

GDBA InvestmentsLLC (4)	1,178,144	65%
700 17th Street, Suite 1200
Denver, Colorado 80202

BOCO Investments, LLC	100,000	6%
103 West Mountain Ave.
Fort Collins, Colorado 80524
____________________
All Officers and (4)	314,000	17%
Directors as a Group
(one person)
____________________

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

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

(3)	A total of 194,000 of these shares are owned of record by Sarmat, LLC, which is controlled by Mr. Brian Klemsz, our President. A total of 120,000 shares are owned in the name of family members of Mr. Klemsz.

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective October 16, 2008, we paid off the principal and accrued interest due on our loan to Safe Harbor Development Company, as assigned to Safe Harbor 1, LLC. At the same time, we entered into a loan arrangement with West Mountain Prime, LLC., which is affiliated with our President, Mr. Klemsz. We borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured promissory note (the “Note”) which is now due October 16, 2009, unless converted. All principal and interest accrues until the Note is due or converted. The applicable interest rate on the Note is 12% per annum except in the event that we fail to convert any portion of the principal and pay the interest due in which case the applicable rate on the Note shall thereafter be 18% per annum. At any time prior to the due date of the Note, all outstanding principal under the Note may, at the sole option of the Holder, be converted into our common shares equal to the outstanding principal amount of the note divided by ..22.

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We issued have a total of 200,000 warrants to Safe Harbor, exercisable at a price of $0.01 per share subject to adjustment, for a period of five years from the date of issuance. These warrants were issued as an additional inducement for Safe Harbor to loan us $250,000. The warrants are subject to registration rights.

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

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

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Cordovano and Honeck LLP, Certified Public Accountants, paid an aggregate of $7,585 for the year ended December 31, 2008 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports. This firm paid an aggregate of $3,900 for the year ended December 31, 2007 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

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

(1) FINANCIAL STATEMENTS

(2) SCHEDULES

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

Exhibit Number	Description

3.1*	Articles of Incorporation
3.2*	Bylaws
4.1*	Warrant dated January 23, 2007 for Safe Harbor Business Development Company
10.1*	Promissory note dated January 23, 2007 with Safe Harbor Business Development Company
10.2**	Promissory Note dated October 16, 2008 with West Mountain Prime, LLC
31.1	Certification of CEO/CFO pursuant to Sec. 302
32.1	Certification of CEO/CFO pursuant to Sec. 906

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

** Previously filed with Form 8-K, November 7, 2008.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 27, 2009.

	ACROSS AMERICA REAL ESTATE EXCHANGE, INC., a Colorado corporation

	By:	/s/ Brian L. Klemsz
		Brian L. Klemsz, President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)

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		Across America Real Estate Exchange, Inc.
Date: March 27, 2009	By:	/s/ Brian L. Klemsz
		Brian L. Klemsz
		Chief Executive Officer
		Chief Financial Officer