Hangover Joe's Holding 10-Q 2009 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   September 30, 2009

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

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-52533

Across America Real Estate Exchange, Inc.

(Exact Name of Issuer as specified in its charter)

Colorado	20-8097439
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)
123 North College Ave, Suite 200
Fort Collins, Colorado	80524
(Address of principal executive offices)	(zip code)

(970) 212-4770

(Registrant's telephone number, including area code)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes []  No [ ]

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 [ ]

The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, October 30, 2009, was 1,810,476.

FORM 10-Q

Across America Real Estate Exchange, Inc.

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION
Item 1. Financial Statements	��
Condensed Balance Sheets (Unaudited) at September 30, 2009 and December 31, 2008	3
Condensed Statements of Operations for the three months ended September 30, 2009  and 2008 , for the nine months ended September 30, 2009 and 2008 and for the period  December 31, 2007 (inception) through September 30, 2009 (Unaudited)	4
Condensed Statement of Shareholders’ Equity (Unaudited) for the period from December 31, 2008           through September 30, 2009	5
Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2009  and 2008 and for the period December 31, 2007 (inception) through September 30, 2009	6
Notes to the Condensed Financial Statements	7
Item 2. Management’s Discussion and Analysis and Plan of Operation	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11
Item 4. Controls and Procedures	11
Item 4T. Controls and Procedures	12
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	12
Item 1A. Risk Factors	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Submission of Matters to a Vote of Security Holders	14
Item 5. Other Information	14
Item 6. Exhibits	15
Signatures	15

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PART I  FINANCIAL INFORMATION

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

ITEM 1.  FINANCIAL STATEMENTS

Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Condensed Balance Sheets
At September 30, 2009 (Unaudited) and December 31, 2008
	September 30,			December 31,
	2009			2008
	(Unaudited)
Assets
Cash and cash equivalents (note 1)	$	23,613		$	39,712
Prepaid expenses		2,521			1,902
Total assets	$	26,134		$	41,614
Liabilities and Shareholders' Deficit
Liabilities:
Accounts payable and accrued liabilities (note 1)	$	3,300		$	8,300
Note payable, related party (note 3)		147,146			135,298
Total liabilities		150,446			143,598
Shareholders' 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		1,810			1,810
Additional paid-in-capital		24,614			24,614
Deficit accumulated during development stage		(150,736	)		(128,408	)
Total shareholders' deficit		(124,312	)		(101,984	)
Total liabilities and shareholders' deficit	$	26,134		$	41,614

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

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Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the three months ended September 30, 2009 and 2008 and for the
nine months ended September 30, 2009 and 2008 and for the
period from December 1, 2005 (inception) to September 30, 2009
(Unaudited)													December 1,
													2005
													(Inception)
	For the three months ended						For the nine months ended						Through
	September 30,						September 30,						September 30,
	2009			2008			2009			2008			2009
Operating expenses:
Selling, general and administrative	$	2,317		$	4,199		$	10,480		$	16,057		$	95,577
Total operating expenses		2,317			4,199			10,480			16,057			95,577
Loss from operations		(2,317	)		(4,199	)		(10,480	)		(16,057	)		(95,577	)
Non-operating expense:
Interest expense, beneficial conversion (note 2)		-			-			-			-			(24,000	)
Interest expense, related party (note 2)		(3,993	)		(3,273	)		(11,848	)		(9,129	)		(31,159	)
Loss before income taxes		(6,310	)		(7,472	)		(22,328	)		(25,186	)		(150,736	)
Net loss	$	(6,310	)	$	(7,472	)	$	(22,328	)	$	(25,186	)	$	(150,736	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average common
shares outstanding		1,810,476			1,810,476			1,810,476			1,810,476

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

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Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Condensed Statement of Changes in Shareholders' Deficit
For the period December 31, 2008 through September 30, 2009
(Unaudited)
											Deficit
											Accumulated
	Preferred Stock				Common Stock				Additional		During
			Par				Par		Paid-in		Development
	Shares		Value		Shares		Value		Captial		Stage			Total
Balance at December 31, 2008		-	$	-		1,810,476	$	1,810	$	24,614	$	(128,408	)	$	(101,984	)
Net loss, for the nine months ended
September 30, 2009		-		-		-		-		-		(22,328	)		(22,328	)
Balance at September 30, 2009		-	$	-		1,810,476	$	1,810	$	24,614	$	(150,736	)	$	(124,312	)

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

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Across America Real Estate Exchange, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the nine months ended September 30, 2009 and 2008 and for the period from
December 1, 2005 (inception) to September 30, 2009 (Unaudited)
							December 1,
							2005
							(Inception)
	For the nine months ended						Through
	September 30,						September 30,
	2009			2008			2009
Cash flows from operating activities:
Net loss	$	(22,328	)	$	(25,186	)	$	(150,736	)
Adjustments to reconcile net loss to net cash used by operating activities:
Warrant expense  (note 4)		-			-			424
Benefical conversion on convertible debt  (note 2)		-			-			24,000
Changes in operating assets and operating liabilities:
Prepaid expenses		(619	)		(619	)		(2,521	)
Accounts payable and accrued liabilities		6,848			1,290			18,446
Net cash (used in) operating activities		(16,099	)		(24,515	)		(110,387	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			-			2,000
Proceeds from note payable, related party (note 2)		-			40,000			132,000
Net cash provided by financing activities		-			40,000			134,000
Net change in cash		(16,099	)		15,485			23,613
Cash and cash equivalents, beginning of period		39,712			3,761			—
Cash and cash equivalents, end of periood	$	23,613		$	19,246		$	23,613
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	-		$	-		$	—
Interest	$	-		$	8,125		$	16,012

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

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ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Unaudited)

(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”, or “Real Estate Exchange”) 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 accompanying interim condensed financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the "SEC") for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These financial statements and notes herein are unaudited, but in the opinion of management, include all the adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2008 as filed with the SEC. Interim operating results are not necessarily indicative of operating results for any future interim period or for the full year.

(2)   Income Taxes

The Company records its income taxes in accordance with Accounting Standards Codification (ASC") ASC-740 “Accounting for Income Taxes”.  The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.

(3)   Related Parties

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 up to $250,000. This loan is evidenced by an unsecured promissory note dated January 12, 2007 in the amount of $132,000 and carries a 15% interest rate. The loan matured on January 12, 2008; however, 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. In October 2008, we borrowed $132,000 from West Mountain Prime, LLC to provide operating capital to cover operating expenses. This loan is evidenced by an unsecured convertible promissory note (the “Note”) which is now due October 16, 2010, 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. In the event that we fail to pay, or convert, any portion of the principal and interest due, 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.  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.

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ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Unaudited)

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 September 30, 2009, the principal and accrued interest is $132,000 and $15,146, respectively

(4)   Stockholders’ Equity

On January 10, 2007, the directors of 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 Real Estate 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 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 spin-off was completed on March 21, 2007. As of September 30, 2009, 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 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:

	Quarter ended
	September 30,
	2009
Risk free interest rate		4.76	%
Expected life		5.0
Dividend yield		0.00	%
Expected volatility		0.00	%
Fair Value	$	0.0021

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ACROSS AMERICA REAL ESTATE EXCHANGE, INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

(Unaudited)

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

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

Warrant activity through the quarter ended September 30, 2009 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,
2008		200,000		0.01		3.0		-		200,000		0.01		3.0		-
Activity during 2009:
Granted		-		-				-		-		-		-		-
Expired/Cancelled		-								-		-		-		-
Forfeited		-								-		-		-		-
Exercised		-								-		-		-		-
Balance, at September 30,
2009		200,000		0.01		2.3		-		200,000		0.01		2.3		-

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q.  This item contains forward-looking statements that involve risks and uncertainties.  Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.

Overview and History

We were 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. now known as CapTerra Financial Group, Inc. (“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 our shares to the CAPT shareholders on or about March 23, 2007.

Our principal business address is 123 North College Ave, Suite 200, Fort Collins, Colorado 80524.  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 have not been subject to any bankruptcy, receivership or similar proceeding.

Results of Operations

The following discussion involves our results of operations for the three months and nine months ended September 30, 2009 and September 30, 2008.    During those periods, we had no revenues or cost of sales.

Selling, general and administrative costs were $2,317 for the three months ended September 30, 2009, compared to $4,199 for the three months ended September 30, 2008.  Selling, general and administrative costs were $10,480 for the nine months ended September 30, 2009, compared to $16,057 for the nine months ended September 30, 2008. A majority of the costs were attributable to professional fees relating to filing of the quarterly reports.   We believe that our selling, general and administrative costs will increase as we grow our business activities going forward.

We had a net loss of $6,310 for the three months ended September 30, 2009 compared to a net loss of $7,472 for the three months ended September 30, 2008. We had a net loss of $22,328 for the nine months ended September 30, 2009 compared to a net loss of $25,186 for the nine months ended September 30, 2008. The losses in each period reflect higher start up costs to develop our business plan.

Liquidity and Capital Resources

Our cash balance on September 30, 2009 was $23,613, as compared to a cash balance of $39,712 on December 31, 2008.  We plan to generate operating cash by acting as a Qualified Intermediary in Section 1031 Exchanges. We will be dependent on our ability to market our services in order to generate revenue for our operations.

- 10 -

We had cash used in operating activities of $16,099 and $24,515 for the nine months ended September 30, 2009 and 2008, respectively.  

We had no cash provided by financing activities for the nine months ended September 30, 2009 and $40,000 for the nine months ended September 30, 2008.   Management believes that this situation will change as we develop our business plan.

Management continues to assess our capital resources in relation to its ability to fund continued operations on an ongoing basis.  As such, management may seek to access the capital markets to raise additional capital through the issuance of additional equity, debt or a combination of both in order to fund our operations and growth.

Plan of Operation for the Next Twelve Months

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 be approximately $30,000 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. In January, 2008, 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.G. Brent 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 due January 23, 2009. Effective October 16, 2008, we paid off the principal and accrued interest due on our loan to Safe Harbor. 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, 2010, unless converted. All principal and interest accrues until the Note is due or converted. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2009, our business may fail.

We generated no revenues through September 30, 2009 and management does not anticipate any revenues until December 2009.

Seasonality

Our revenues are not impacted by seasonal demands for our products or services.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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.  Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances.  We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us.  These relate to bad debts, impairment of intangible assets and long lived assets, contractual adjustments to revenue, and contingencies and litigation.  We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable

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ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

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 any revenues from our inception. As of September 30, 2009, we had a cash position of $23,613. Operating costs are expected to be approximately $30,000 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. In January, 2008, an organization named Safe Harbor Business Development Company (“Safe Harbor”), which is affiliated with our President, Mr. Klemsz, and our largest shareholder, GDBA Investments, LLLP, 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 due January 23, 2009. Effective October 16, 2008, we paid off the principal and accrued interest due on our loan to Safe Harbor. 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 was originally due October 16, 2009 but is now due October 16, 2010. All principal and interest accrues until the Note is due or converted in 2010. If we are unable to raise funds to cover any operating deficit after fiscal year ending December 31, 2009, our business may fail.

- 12 -

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 year ended December 31, 2008, 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 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 list our stock on NASDAQ or another national exchange, our stock is 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 receive shares in the spin-off may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.

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

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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, our former President, will limit the ability of other shareholders to influence corporate actions.

After distribution of our shares to the CAPT shareholders, an entity controlled by our former 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. Brian L. Klemsz, our current President. Mr. Klemsz is our primary executive officer, and we will depend on him for nearly all aspects of our operations. In addition, a company 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 the one we currently have.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

              None

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ITEM 6.  EXHIBITS

Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation *
3.2	Bylaws*
4.1	Warrant dated January 23, 2008 for Safe Harbor Development Company*
10.1	Promissory Note dated January 23, 2008 with Safe Harbor Development Company*
10.2	Promissory Note dated October 16, 2008 with West Mountain Prime, LLC**
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed with Form SB-2 Registration Statement, January 29, 2008.

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

Reports on Form 8-K

We filed no report under cover of Form 8K for the fiscal quarter ended September 30, 2009.

SIGNATURES

Pursuant to the requirements 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 November 20, 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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