**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**




(Mark
      One)




x
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934





For
                the quarterly period endedSeptember
                30, 2007





o
            Transition
                report under Section 13 or 15(d) of the Exchange
                Act





For
                the transition period from _____________ to
                _____________




Commission
      File Number 333-144028




**SECURE
                AMERICA ACQUISITION CORPORATION**(Exact
                Name of Small Business Issuer as Specified in Its
                Charter)





Delaware
            
            26-0188408(State
                or other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




1005
                North Glebe Road, Suite 550Arlington,
                Virginia 22201(Address
                of Principal Executive Office)(703)
                528-7073(Issuer'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 o





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





As
      of
      December 5, 2007, 12,500,000 shares of common stock, par value $.0001 per share,
      were issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes o No x









**SECURE
      AMERICA ACQUISITION CORPORATION**




**INDEX
      TO FORM 10-QSB**




**PAGE****PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1.
            Financial
                StatementsCondensed
                Balance Sheet as of September 30, 2007 (unaudited)
            
            1Condensed
                Statements of Operations (unaudited) for the three months ended September
                30, 2007 and for the period from May 14, 2007 (date of inception)
                to
                September 30, 2007 (unaudited)
            
            2Condensed
                Statements of Stockholders’ Equity as of September 30, 2007
                (unaudited)
            
            3Condensed
                Statements of Cash Flows (unaudited) for the Period from May 14,
                2007
                (date of inception) to September 30, 2007
            
            4Notes
                to Condensed Financial Statements
            
            5Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            
            11Item
                3.
            Controls
                and Procedures
            
            13**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            15Item
                3.
            Defaults
                Upon Senior Securities
            
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            15Item
                5.
            Other
                Information
            
            15Item
                6.
            Exhibits
            
            15**SIGNATURES**
            
            17










**PART
      I - FIN** **ANCIAL
      INFORMATION**





**ITEM 1.
                FINANCIAL STATEMENTS**





**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**


**Condensed
      Balance Sheet**


**(unaudited)**





**September
                30,**
              **2007****Assets**Current
                assets:****Cash
            
            $
            41,488Total
                current assets
            
            
            41,488****Deferred
                offering costs
            
            
            395,627**Total
                assets**
            
            $
            437,115**Liabilities
                and Stockholders’ Equity**Current
                liabilities:Accounts
                payable and accrued expenses
            
            
            264,863Note
                payable to stockholder
            
            $
            150,000**Total
                liabilities**
            
            
            414,863**Commitment****Stockholders'
                equity**Preferred
                stock, $.0001 par value, Authorized 1,000,000 shares; none issued
                and
                outstanding
            
            
            -Common
                stock, $.0001 par valueAuthorized
                20,000,000 shares2,500,000
                shares issued and outstanding
            
            
            250Additional
                paid-in capital
            
            
            24,750Deficit
                accumulated during the development stage
            
            
            (2,748
            )**Total
                stockholders' equity**
            
            
            22,252**Total
                liabilities and stockholders' equity**
            
            $
            437,115





*The
      accompanying notes are an integral part of the unaudited condensed financial
      statements.*




1




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**


**Condensed
      Statement of Operations**


**(unaudited)**




**For
                the Three Months Ended****September
                30,**
              **2007**
            
            **For
                the Period May 14, 2007**
              **(inception)
                to**
              **September
                30,**
              **2007**Income:Net
                interest Income
            
            
            2
            
            
            2Total
                Income
            
            
            2
            
            
            2Expenses:Formation
                and operating costs
            
            
            80
            
            
            2,750Net
                loss for the period before income taxes
            
            
            (78
            )
            
            (2,748
            )State
                and federal income taxes
            
            
            -
            
            
            -Net
                loss for the period
            
            $
            (78
            )
            $
            (2,748
            )Weighted
                average number of shares outstanding - basic and
                diluted
            
            
            2,500,000
            
            
            2,500,000Net
                loss per share - basic and diluted
            
            $
            (.00
            )
            $
            (.00
            )




*The
      accompanying notes are an integral part of the unaudited condensed financial
      statements.*




2




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**


**Condensed
      Statement of Stockholders' Equity**


**(unaudited)**





*For
      the period from May 14, 2007 (inception) to September 30, 2007*


**Addition**
            
            **Deficit**
              **Accumulated**
              **During
                the****Common
                Stock**
            
            **paid-in**
            
            **Development**
            
            **Stockholders’****Shares**
            
            **Amount**
            
            **capital**
            
            **Stage**
            
            **Equity**Common
                shares issued May 14, 2007 at $.01 per share
            
            
            2,500,000
            
            $
            250
            
            $
            24,750
            
            
            
            
            $
            25,000Net
                Loss
            
            
            
            
            
            
            
            
            
            
            $
            (2,748
            )
            
            (2,748
            )Balance
                at September 30, 2007
            
            
            2,500,000
            
            $
            250
            
            $
            24,750
            
            $
            (2,748
            )
            $
            22,252





*The
      accompanying notes are an integral part of the unaudited condensed financial
      statements.*





3




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**


**Condensed
      Statement of Cash Flows**


**(unaudited)**




**For
                the period**
              **May
                14, 2007**
              **(inception)
                to**
              **September
                30,**
              **2007****Cash
                flow from operating activities**Net
                loss
            
            $
            (2,748
            )**Net
                cash used in operating activities**
            
            
            (2,748
            )**Cash
                flows from financing activities**Proceeds
                from note payable
            
            
            150,000Proceeds
                from sale of shares of common stock
            
            
            25,000Payment
                of costs related to proposed offering
            
            
            (130,764
            )**Net
                cash provided by financing activities**
            
            
            44,236**Net
                increase in cash**
            
            
            41,488**Cash
                at beginning of the period**
            
            
            -**Cash
                at the end of the period**
            
            $
            41,488Non
                cash financing activity:****Accrual
                of costs of public offering
            
            $
            264,863





*The
      accompanying notes are an integral part of the unaudited condensed financial
      statements.*




4




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements**





**1.**  **Organization
      and Business Operations**





Secure
      America Acquisition Corporation (formerly Fortress America Acquisition
      Corporation II) (the “Company”) was incorporated in Delaware on May
      14, 2007 for the purpose of effecting a merger, stock exchange, asset
      acquisition, stock purchase, reorganization or other similar business
      combination with an operating business.





At
      September 30, 2007, the Company had not yet commenced any operations. All
      its activities through September 30, 2007 relate to the Company’s formation
      and the proposed public offering described below. The Company has selected
      December 31 as its fiscal year-end.





The
      financial statements at September 30, 2007 and for the three months ended
      September 30, 2007 and from May 14, 2007 (inception) through September 30,
      2007
      are unaudited. In the opinion of management, all adjustments (consisting of
      normal adjustments) that have been made are necessary to fairly present the
      financial position of the Company as of September 30, 2007, the results of
      its
      operations for the three month period ended September 30, 2007 and for the
      period from May 14, 2007 (inception) through September 30, 2007, and its cash
      flows for the period from May 14, 2007 (inception) through September 30, 2007.
      Operating results for the interim period presented are not necessarily
      indicative of the results to be expected for a full year.





The
      Company’s ability to commence operations was contingent upon obtaining adequate
      financial resources through an initial public offering (“Offering”), which the
      Company consummated on October 29, 2007, issuing 10,000,000 Units at a price
      of
      $8.00 per Unit. The Company’s management has broad discretion with respect to
      the specific application of the net proceeds of the Offering, although
      substantially all of the net proceeds of the Offering are intended to be
      generally applied toward consummating a business combination with an operating
      business (“Business Combination”). There is no assurance that the Company will
      be able to successfully effect a Business Combination. Upon the closing of
      the
      Offering, management placed $7.92 per Unit sold in the Offering, or $79,200,000
      into a trust account (“Trust Account”) and invested these proceeds in United
      States “government securities” within the meaning of Section 2(a)(16) of the
      Investment Company Act of 1940 having a maturity of 180 days, or less, or in
      money market funds meeting certain conditions under Rule 2a-7 promulgated under
      the Investment Company Act of 1940 until the earlier of (i) the consummation
      of
      its first Business Combination and (ii) liquidation of the Company. The placing
      of funds in the Trust Account may not protect those funds from third party
      claims against the Company. Although the Company will seek to have all vendors,
      providers of financing, prospective target businesses or other entities it
      engages, execute agreements with the Company waiving any right, title, interest
      or claim of any kind in or to any monies held in the Trust Account, there is
      no
      guarantee that they will execute such agreements. Two of the Company’s
      affiliates have agreed that they will be liable under certain circumstances
      to
      ensure that the proceeds in the Trust Account are not reduced by the claims
      of
      target businesses or vendors, providers of financing, service providers or
      other
      entities that are owed money by the Company for services rendered to, or
      contracted for, or products sold to the Company. There can be no assurance
      that
      they will be able to satisfy those obligations. The net proceeds not held in
      the
      Trust Account may be used to pay for business, legal and accounting due
      diligence on prospective acquisitions and continuing general and administrative
      expenses.




5




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements  — (Continued)**





Additionally,
      up to an aggregate of $1,000,000 of interest earned on the Trust Account balance
      may be released to the Company to fund working capital requirements and
      additional funds may be released to fund tax obligations. An additional $150,000
      of interest earned (net of taxes) on the Trust Account balance may be released
      to the Company to repay a loan made to the Company by Secure America Acquisition
      Holdings, LLC.





The
      Company, after signing a definitive agreement for the acquisition of a target
      business, is required to submit such transaction for stockholder approval.
      In
      the event that stockholders owning 30% or more of the shares sold in the
      Offering vote against the Business Combination and exercise their conversion
      rights described below, the Business Combination will not be consummated. All
      of
      the Company’s stockholders prior to the Offering (“Founders”), have agreed to
      vote their 2,500,000 founding shares of common stock in accordance with the
      vote
      of the majority of the shares voted by all other stockholders of the Company
      (“Public Stockholders”) with respect to any Business Combination. After
      consummation of a Business Combination, these voting safeguards will no longer
      be applicable.





With
      respect to a Business Combination which is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company convert his or her shares. The per share conversion price will equal
      the
      amount in the Trust Account, calculated as of two business days prior to the
      consummation of the proposed Business Combination, divided by the number of
      shares of common stock held by Public Stockholders at the consummation of the
      Offering. Accordingly, Public Stockholders holding 2,999,999 shares sold in
      the
      Offering may seek conversion of their shares in the event of a Business
      Combination. Such Public Stockholders are entitled to receive their per share
      interest in the Trust Account computed without regard to the shares of common
      stock held by the Founders prior to the consummation of the Offering.





On
      the
      effective date of the Offering (“Effective Date”), the Company’s Certificate of
      Incorporation was amended (i) to provide that the Company will continue in
      existence only until 24 months from the Effective Date of the Offering and
      (ii)
      to increase the number of authorized shares to 50,000,000. If the Company has
      not completed a Business Combination by such date, its corporate existence
      will
      cease and it will dissolve and liquidate. In the event of liquidation, it is
      likely that the per share value of the residual assets remaining available
      for
      distribution (including Trust Fund assets) will be less than the initial public
      offering price per share in the Offering (assuming no value is attributed to
      the
      warrants contained in the Units as discussed in Note 6).





**Concentration
      of Credit Risk** —   The
      Company maintains cash in a bank deposit account which, at times, exceeds
      federally insured (FDIC) limits. The Company has not experienced any losses
      on
      this account.





**Deferred
      Income Taxes** —   Deferred
      income taxes are provided for the differences between bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





6




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements  — (Continued)**





The
      Company recorded a deferred income tax asset for the tax effect of temporary
      differences, aggregating approximately $934. In recognition of the uncertainty
      regarding the ultimate amount of income tax benefits to be derived, the Company
      has recorded a full valuation allowance at September 30, 2007.





The
      effective tax rate differs from the statutory rate of 34% due to the increase
      in
      the valuation allowance.





**Loss
      Per Share** —   Loss
      per share is computed by dividing net loss by the weighted-average number of
      shares of common stock outstanding during the period.





**2.**  **Deferred
      Offering Costs**





Deferred
      offering costs consist principally of legal and other professional fees incurred
      through the balance sheet date that are directly related to the Offering and
      that were charged to stockholders’ equity upon the receipt of the capital
      raised.





**3.**  **Note
      Payable to Stockholder**





The
      Company issued an unsecured promissory note in an aggregate principal amount
      of
      $150,000 to a stockholder of the Company on June 4, 2007. The note is
      non-interest bearing and is payable on the earlier of June 4, 2008 or the
      consummation of a Business Combination. Due to the short-term nature of the
      note, the fair value of the note approximates its carrying amount. The
      Company issued a second unsecured promissory note in an aggregate principal
      amount of $65,000 to a stockholder of the Company on October 19, 2007.
      The note was non-interest bearing and was payable on October 18, 2008. The
      Company repaid this note on October 29, 2007.





**4.**  **Commitments
      and Related Party Transactions**





The
      Company presently occupies office space provided by an affiliate of one of
      the
      Founders. This affiliate has agreed that, until the Company consummates a
      Business Combination, it will make such office space, as well as certain office
      and secretarial services, available to the Company, as may be required by the
      Company from time to time. The Company has agreed to pay such affiliate a total
      of $7,500 per month for such services commencing on the Effective
      Date.





Pursuant
      to letter agreements which the Founders entered into with the Company and the
      underwriters, the Founders have waived their right to receive distributions
      with
      respect to their founding shares upon the Company’s liquidation.





Secure
      America Acquisition Holdings, LLC, the principal initial stockholder of the
      Company, purchased a total of 2,075,000 warrants (“Founder Warrants”) at $1.00
      per Warrant (for an aggregate purchase price of $2,075,000) privately from
      the
      Company. This purchase took place simultaneously with the consummation of the
      Offering. All of the proceeds received from this
      purchase were placed in the Trust Account. The Founder Warrants are identical
      to
      the warrants offered in this offering, except that (i) the Founder Warrants
      are
      not subject to redemption, (ii) the Founder Warrants may be exercised on a
      cashless basis while the warrantsincluded
      in the units sold in this offering cannot be exercised on a cashless basis,
      (iii) upon an exercise of the Founder Warrants, the holders of the Founder
      Warrants will receive unregistered shares of our common stock, and (iv) subject
      to certain limited exceptions, the Founder Warrants are not transferable until
      they are released from escrow, as described below, which would only be after
      the
      consummation of a Business Combination. The Founder Warrants are differentiated
      from warrants sold as part of the Units in the Offering through legends
      contained on the certificates representing the Founder Warrants indicating
      the
      restrictions and rights specifically applicable to such Founder Warrants. Secure
      America Acquisition Holdings, LLC, the holder of the Founder Warrants, is
      beneficially owned by two of the Company’s independent directors. The Company
      has determined that the purchase price of $1.00 per Founder Warrant is above
      the
      average trading price for warrants of similarly structured blank check
      companies. Accordingly, the Company believes that the purchase price of the
      Founder Warrants is greater than the fair value of the warrants included in
      the
      Units and, therefore, the Company did not record compensation expense upon
      purchase of the Founder Warrants.




7




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements  — (Continued)**




Exercising
      warrants on a “cashless basis” means that, in lieu of paying the aggregate
      exercise price for the shares of common stock being purchased upon exercise
      of
      the warrant in cash, the holder forfeits a number of shares issuable upon
      exercise of the warrant with a market value equal to such aggregate exercise
      price. Accordingly, the Company will not receive additional proceeds to the
      extent the Founder Warrants are exercised on a cashless basis. Warrants included
      in the Units sold in the Offering are not exercisable on a cashless basis and
      the exercise price with respect to these warrants will be paid directly to
      the
      Company. The Founder Warrants have been placed in an escrow account at
      Continental Stock Transfer & Trust Company, acting as escrow agent, and will
      not be released from escrow until the later of (i) one year after the
      consummation of the Offering and (ii) sixty days after the consummation of
      the
      Company’s initial Business Combination.





Except
      for transfers to members of Secure America Acquisition Holdings, LLC, the
      Founder Warrants are not transferable (except in limited circumstances) or
      salable by the purchaser until the Company consummates a Business Combination,
      and are non-redeemable so long as the purchaser or a member transferee holds
      such warrants. The holders of Founder Warrants and the underlying shares of
      common stock are entitled to registration rights under an agreement to be signed
      on the date of the Offering to enable their resale commencing on the date such
      warrants become exercisable. The Company has elected to make the Founder
      Warrants non-redeemable in order to provide the purchaser and its member
      transferees a potentially longer exercise period for those warrants because
      they
      bear a higher risk while being required to hold such warrants until the
      consummation of a Business Combination. With those exceptions, the Founder
      Warrants have terms and provisions that are substantially identical to those
      of
      the warrants being sold as part of the Units in the Offering.





Prior
      to
      their release from escrow, the Founder Warrants may be transferred (i) to
      persons or entities controlling, controlled by, or under common control with
      Secure America Acquisition Holdings, LLC, or to any stockholder, member, partner
      or limited partner of such entity, or (ii) to family
      members and trusts of permitted assignees for estate planning purposes, or,
      upon
      the death of any such person, to an estate or beneficiaries of permitted
      assignees; in each case, such transferees will be subject to the same transfer
      restrictions as Secure America Acquisition Holdings, LLC until after the Company
      completes its initial Business Combination.




8




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements  — (Continued)**




If
      the
      purchaser or member transferees acquire warrants for their own account in the
      open market, any such warrants will be redeemable. If the Company’s other
      outstanding warrants are redeemed and the market price of a share of the
      Company’s common stock rises following such redemption, holders of the Founder
      Warrants could potentially realize a larger gain on exercise or sale of those
      warrants than is available to other warrant holders, although the Company does
      not know if the price of its common stock would increase following a warrant
      redemption. If the Company’s share price declines in periods subsequent to the
      redemption of the warrants and Secure America Acquisition Holdings, LLC or
      one
      of its existing members continue to hold the Founder Warrants, the value of
      the
      Founder Warrants still held by such persons may also decline.





**5.    Preferred
      Stock**





The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.





The
      agreement with the underwriters prohibits the Company, prior to a Business
      Combination, from issuing preferred stock which participates in the proceeds
      of
      the Trust Account or which votes as a class with the Common Stock on a Business
      Combination.





**6.    Subsequent
      Event**





On
      October 29, 2007, the Company sold 10,000,000 Units at a price of $8.00 per
      Unit. Each Unit consists of one share of the Company’s common stock and one
      warrant. Each warrant entitles the holder to purchase from the Company one
      share
      of common stock at an exercise price of $5.25 commencing on the later of the
      completion of a Business Combination and 12 months from the Effective Date
      and
      expiring four years from the Effective Date. The Company may redeem all of
      the
      warrants, at a price of $.01 per warrant upon 30 days’ notice while the warrants
      are exercisable, only in the event that the last sale price of the common stock
      is at least $11.50 per share for any 20 trading days within a 30 trading day
      period ending on the third day prior to the date on which notice of redemption
      is given. In accordance with the warrant agreement relating to the warrants
      to
      be sold and issued in the Offering, the Company is only required to use its
      best
      efforts to maintain the effectiveness of the registration statement covering
      the
      warrants. The Company will not be obligated to deliver securities, and there
      are
      no contractual penalties for failure to deliver securities, if a registration
      statement is not effective at the time of exercise. Additionally, in the event
      that a registration is not effective at the time of exercise, the holder of
      such
      warrant shall not be entitled to exercise such warrant and in no event (whether
      in the case of a registration statement not being effective or otherwise) will
      the Company be required to net cash settle the warrant exercise. Consequently,
      the warrants may expire unexercised and unredeemed.





9




**Secure
      America Acquisition Corporation**


**(a
      corporation in the development stage)**





**Notes
      to Unaudited Financial Statements  — (Continued)**





The
      Company agreed to pay the underwriters in the Offering an underwriting discount
      of 7.0% of the gross proceeds of the Offering. The underwriters were paid an
      underwriting discount of 3.0% of the gross proceeds of the Offering at closing.
      However, the underwriters have agreed that 4.0% ($3,200,000) of the underwriting
      discounts will not be payable unless and until the Company completes a Business
      Combination and have waived their right to receive such payment upon the
      Company’s liquidation if it is unable to complete a Business Combination and to
      forfeit a portion of such payment, on a pro rata basis, to pay converting
      stockholders.





10


**ITEM
      2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





**Forward
      Looking Statements**





This
      Quarterly Report on Form 10-QSB includes assumptions
      concerning our operations, future results, prospects and
      other forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. We have based these forward-looking statements
      on our current expectations and projections about future events. These
      forward-looking statements are subject to known and unknown risks, uncertainties
      and assumptions about us, including
      those contained in the “Risk Factors” section of our Registration Statement on
      Form S-1, as amended (File No. 333-144028), filed with the Securities and
      Exchange Commission on June 25, 2007, that may
      cause our actual results, levels of activity, performance or achievements to
      be
      materially different from any future results, levels of activity, performance
      or
      achievements expressed or implied by such forward-looking statements. In some
      cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other similar
      expressions. Factors that might cause or contribute to such a discrepancy
      include, but are not limited to, those described in our other Securities and
      Exchange Commission filings.





The
      following discussion should be read in conjunction with our unaudited financial
      statements and related notes thereto included
      elsewhere in this
      report.




**Overview**





We
      were
      formed on May 14, 2007, as a blank check company for the purpose of acquiring,
      or acquiring control of, through a merger, capital stock exchange, asset
      acquisition, stock purchase or other similar business combination, one or more
      domestic or international operating businesses, which we refer to as our initial
      business combination. Our efforts in identifying a prospective target business
      will be limited to the homeland security industry, but not businesses that
      design, build or maintain mission-critical facilities. “Mission-critical”
facilities are those facilities that shelter and support an organization's
      people, equipment and data to a level that far exceeds standards for normal
      facilities. Mission-critical facilities generally serve or house an essential
      business or government function that must operate absolutely reliably around
      the
      clock, 365 days per year, under any circumstances, such as data centers,
      operation centers, network facilities, server rooms, security operations
      centers, communications facilities and the infrastructure systems that are
      critical to their function. Services that may be provided to mission-critical
      facilities include technology consulting, engineering and design management,
      construction management, system installations, operations management and
      facilities management and maintenance. We changed our name from “Fortress
      America Acquisition Corporation II” to “Secure America Acquisition Corporation”
on August 6, 2007.





**Results
      of Operations**





As
      of
      September 30, 2007, we had not yet commenced any operations. Our entire activity
      since inception has been to prepare for our initial public offering, and
      concurrent private placement, of our equity securities. Following the offering,
      we will not generate any operating revenues until after completion of a business
      combination. We will generate non-operating income in the form of interest
      income on cash and cash equivalents after offering. Immediately after the
      offering, we will begin paying monthly fees of $7,500 per month to Homeland
      Security Capital Corporation, and we expect to incur increased expenses.




11




For
      the
      three months ended September 30, 2007, we had a net loss of approximately $78,
      attributable to organization and formation expenses of $80 and interest income
      of $2.




For
      the
      period from May 14, 2007 (inception) through September 30, 2007, we had a net
      loss of approximately $2,748, attributable to organization and formation
      expenses of $2,750 and interest income of $2.00.




**Liquidity
      and Capital Resources**





Our
      liquidity needs were satisfied through September 30, 2007 through receipt of
      $25,000 in stock subscriptions from our existing stockholders and a loan of
      $150,000 from Secure America Acquisition Holdings, LLC.





We
      consummated our initial public offering on October 29, 2007. Gross proceeds
      from
      this offering were $80,000,000.  Net
      proceeds from (i) the sale of the units in the offering, after deducting
      offering expenses of approximately $625,000 and underwriting discounts and
      commissions of approximately $5,600,000, (ii) the sale of the founder warrants
      in a private placement to occur immediately prior to the closing of this
      offering for an aggregate purchase price of $2,075,000, and (iii) the $150,000
      loan made to us by Secure America Acquisition Holdings, LLC, were $76,000,000.
      All of these net proceeds were placed in the trust account. An additional amount
      equal to 4.0% of the gross proceeds of this offering, or $3,200,000, is also
      being held in the trust account and will be used to pay the underwriters a
      deferred fee upon the consummation of our initial business combination, and
      will
      not be available for our use to acquire a target business. However, the
      underwriters have agreed that these deferred underwriting discounts will not
      be
      payable unless and until we consummate our initial business combination and
      have
      waived their right to receive such payment upon the our liquidation if we are
      unable to complete an initial business combination and to forfeit a portion
      of
      such payment, on a pro rata basis, to pay converting stockholders. We expect
      that most of the amounts held in the trust account will be used as consideration
      to pay the sellers of a target business or businesses with which we ultimately
      complete a business combination. We will use substantially all of the net
      proceeds of this offering not in the trust account to acquire, or acquire
      control of, a target business, including identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating the business combination. To the extent that our
      capital stock is used in whole or in part as consideration to effect a business
      combination, the amounts held in the trust account as well as any other net
      proceeds not expended will be used to finance the operations of the target
      business.





On
      the
      effective date of the offering, we amended our Certificate of Incorporation
      to
      (i) provide that we will continue in existence only until 24 months from the
      effective date of the offering and (ii) increase the number of authorized shares
      to 50,000,000. If we have not completed our initial business combination by
      such
      date, our corporate existence will cease and we will dissolve and liquidate.
      In
      the event of liquidation, it is likely that the per share value of the residual
      assets remaining available for distribution (including trust account assets)
      will be less than the initial public offering price per share in the offering,
      assuming no value is attributed to the warrants contained in the
      units.





12


Up
      to an
      aggregate of $1,000,000 of interest earned (net of taxes) on the trust account
      balance may be released to us to fund working capital requirements and
      additional funds may be released to fund our income tax obligations. We believe
      that these amounts will be sufficient to allow us to operate for at least the
      next 24 months, assuming that a business combination is not consummated during
      that time. Over this time period, we anticipate making the following
      expenditures:





·
            approximately
                $400,000 of expenses for legal, accounting and other expenses attendant
                to
                the due diligence investigations, structuring and negotiation of
                a
                business combination;





·
            approximately
                $100,000 of expenses for the due diligence and investigation of a
                target
                business;





·
            approximately
                $150,000 of expenses in legal and accounting fees relating to our
                Securities and Exchange Commission reporting obligations;





·
            approximately
                $180,000 of expenses in fees relating to our office space and certain
                general and administrative services; and





·
            approximately
                $170,000 for general working capital that will be used for miscellaneous
                expenses and reserves, including approximately $115,000 for director
                and
                officer liability and other insurance premiums, finders’ fees, consulting
                fees or other similar compensation, potential deposits, down payments
                or
                funding of a “no-shop” provision with respect to a particular business
                combination.




An
      additional $150,000 of interest earned (net of taxes) on the trust account
      balance may be released to us to repay the loan made to us by Secure America
      Acquisition Holdings, LLC.





We
      do not
      believe we will need additional financing following this offering in order
      to
      meet the expenditures required for operating our business prior to our initial
      business combination. We will need to obtain additional financing to the extent
      such financing is required to consummate a business combination or because
      we
      become obligated to convert into cash a significant number of shares from
      dissenting stockholders, in which case we may issue additional securities or
      incur debt in connection with such business combination. Following a business
      combination, if cash on hand is insufficient, we may need to obtain additional
      financing in order to meet our obligations.





Commencing
      on October 23, 2007, and ending upon the acquisition of a target business,
      we
      began incurring a fee from Homeland Security Capital Corporation, an affiliate
      of C. Thomas McMillen, our chairman of the board and co-chief executive officer,
      of $7,500 per month for providing us with certain administrative, technology
      and
      secretarial services, as well as the use of certain limited office space in
      Arlington, Virginia.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have off-balance sheet arrangements, financings or other relationships with
      unconsolidated entities or other persons, also known as special purpose
      entities.





**ITEM
      3 - CONTROLS AND PROCEDURES**





Evaluation
      of disclosure controls and procedures .





We
      carried out an evaluation, under the supervision and with the participation
      of
      our management, including our chief executive officer, of the effectiveness
      of
      our disclosure controls and procedures as of September 30, 2007. Based on that
      evaluation, our principal executive officer concluded that our disclosure
      controls and procedures are effective as of the end of the period covered by
      this report to ensure that information required to be disclosed by us in reports
      that we file or submit under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms.




13




Changes
      in internal controls .





During
      the most recently completed fiscal quarter, there has been no significant change
      in our internal control over financial reporting that has materially affected,
      or is reasonably likely to materially affect, our internal control over
      financial reporting.




14


**PART
      II.**  **OTHER
      INFORMATION**





**ITEM
      1:**  **LEGAL
      PROCEEDINGS.**





None.





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





On
      October 29, 2007, we consummated our initial public offering of 10,000,000
      Units, each Unit consisting of one share of our common stock and one warrant
      to
      purchase one share of our common stock at an exercise price of $5.25 per share.
      The Units were sold at an offering price of $10.00 per unit, generating total
      gross proceeds of $80,000,000. SunTrust Robinson Humphrey acted as
      representative of the underwriters. The securities sold in the offering were
      registered under the Securities Act of 1933 on a registration statement on
      Form
      S-1 (No.333-144028) that was declared effective by the Securities and Exchange
      Commission on October 23, 2007.





Simultaneously
      with the consummation of the initial public offering, we sold to Secure America
      Acquisition Holdings, LLC, our principal initial stockholder, a total of
      2,075,000 founder warrants at $1.00 per founder warrant for an aggregate
      purchase price of $2,075,000.





The
      net
      proceeds from (i) the sale of the units in the offering, after deducting
      offering expenses of $625,000 and underwriting discounts and commissions of
      $5,600,000, (ii) the sale of the founder warrants, and (iii) the $150,000 loan
      made to us by Secure America Acquisition Holdings, LLC, were $76,000,000. All
      of
      these net proceeds were placed in the trust account. An additional amount equal
      to 4.0% of the gross proceeds of this offering, or $3,200,000, is also being
      held in the trust account and will be used to pay the underwriters a deferred
      fee upon the consummation of our initial business combination, and will not
      be
      available for our use to acquire a target business. However, the underwriters
      have agreed that these deferred underwriting discounts will not be payable
      unless and until we consummate our initial business combination and have waived
      their right to receive such payment upon the our liquidation if we are unable
      to
      complete an initial business combination and to forfeit a portion of such
      payment, on a pro rata basis, to pay converting stockholders.





**ITEM
      3:**  **DEFAULTS
      UPON SENIOR SECURITIES.**





None.





**ITEM
      4:**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITIES HOLDERS.**





None.





**ITEM
      5:**  **OTHER
      INFORMATION.**





None.





**ITEM
      6:**  **EXHIBITS.**





(a)
      Exhibits required by Item 601 of Regulation S-B.





15




Exhibit
            
            Description31.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-QSB for the quarter ended September 30,
                2007.31.2
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-QSB for the quarter ended September 30,
                2007.31.3
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                Report on Form 10-QSB for the quarter ended September 30,
                2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.3
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.




16





**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**SECURE
                AMERICA ACQUISITION CORPORATION**Date:
                December 7, 2007
            By:/s/
                C. Thomas McMillen
              
              C.
                  Thomas McMillen, Chairman and Co-Chief Executive
                  Officer
              (Principal
                  Executive Officer and Authorized Officer)Date:
                December 7, 2007By:
                 /s/ Harvey L. Weiss
              
              Harvey
                  L. Weiss, Co-Chief Executive Officer
              (Principal
                  Executive Officer and Authorized
                  Officer)




17