UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 1)


(Mark
One)




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





For the
quarterly period ended June 30,
2009





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 550


Arlington, 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 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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  x   No  o





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





Large
      Accelerated Filer  o
                  Accelerated
      Filer  oNon-Accelerated
      Filer  o (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  o





As of
August 5, 2009, 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





Explanatory
Note





The purpose of this Amendment
No. 1 to the Quarterly Report on Form 10-Q  (this “Amended Report”) for the
quarter ended June 30, 2009, as filed by Secure America Acquisition
Corporation (the “Company”) with the Securities
and Exchange Commission on August 14, 2009 (the “Original Report”), is to
supplement and/or amend certain sections in the notes to the unaudited condensed
financial statements included the Original Report as follows:





1.           In
order to comply with the newly issued Financial Accounting Standard Board
Statement 165 entitled, “Subsequent Events,” the first
paragraph on page 5 of the Original Report, under the caption,
“1.  Basis of Presentation,” shall be deleted in its entirety and
replaced with the following new paragraph, which now provides that the Company’s
management updated their review of subsequent events through September 15,
2009:





“The
financial statements of Secure America Acquisition Corporation (the “Company”)
at June 30, 2009, for the three and six month periods ended June 30, 2009
and 2008, and for the period from May 14, 2007 (date of inception) to June 30,
2009 (cumulative) are unaudited. In the opinion of management, all adjustments
(consisting of normal accruals) have been made that are necessary to present
fairly the financial position of the Company as of June 30, 2009 and the
results of its operations and its cash flows for the three and six month periods
ended June 30, 2009, for the three and six month periods ended June 30, 2008,
and for the period from May 14, 2007 (date of inception) to June 30, 2009
(cumulative). Management of the Company reviewed subsequent events through
August 14, 2009 and updated their review through September 15, 2009. Operating
results for the interim periods are not necessarily indicative of the results to
be expected for a full fiscal year. The December 31, 2008 balance sheet and
the statement of stockholders’ equity for the period from May 14, 2007 (date of
inception) to December 31, 2008 have been derived from audited financial
statements.”





2.           The
first two lines of the third paragraph on page 6 of the Original Report, under
the caption, “2.  Organization and Business Operations — (continued),”
shall be deleted and replaced with the following new sentences, such that the
first two lines now read as follows:





“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 consummation of the Offering (October
29, 2009) 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.”





3.           In
order to comply with the newly issued Financial Accounting Standard Board
Statement 165 entitled, “Subsequent Events,” the
following new note captioned, “9.  Subsequent Events,” shall be
inserted on page 13 of the Original Report after the section captioned,
“8.  Fair Value of Financial Instruments:”





“9.
Subsequent Events





On
September 2, 2009, the Company entered into a Contribution Agreement (the
“Contribution Agreement”) with Ultimate Resort Holdings, LLC (“Ultimate
Resort”), Ultimate Escapes Holdings, LLC (“Ultimate Escapes”) and the member
representative of Ultimate Escapes, pursuant to which (i) the Company will
receive 4,687,500 units of Ultimate Escapes, assuming the maximum number of
conversions by Public Stockholders and settlement of forward contracts that may
be entered into by the Company with certain Public Stockholders regarding the
repurchase, cancellation or other similar arrangements of their shares of common
stock, which number of units increase, on a one-for-one basis, to the extent
that fewer than 6,250,000 shares of the Company's common stock are converted
into cash or repurchased or canceled based upon forward contracts settled
immediately following the closing of the Contribution Agreement. Of the $30
million expected to be left with the Company, at least $20 million will be
contributed to Ultimate Escapes.









In
addition, pursuant to the terms of Ultimate Escapes' amended and restated
operating agreement (the “Operating Agreement''), which will become effective
upon the closing of the Business Combination with Ultimate Escapes, the UE
Owners will be entitled to exchange an aggregate of 7,178,841 units of Ultimate
Escapes for shares of the Company's common stock on a one-for-one basis. Under
the terms of the Operating Agreement, Ultimate Resort and Ultimate Escapes will
also be entitled to earn, upon the achievement of certain adjusted EBITDA
milestones, up to an aggregate of 7,000,000 units of Ultimate Escapes, which
units are also exchangeable for shares of the Company's common stock on a
one-for-one basis.





The
Company is also required to increase the number of authorized shares of its
preferred stock from 1,000,000 to 20,000,000 shares, of which 14,178,841 shares
will be designated by the Company's board of directors as a new series of
preferred stock titled Series A preferred voting stock (the “Series A Preferred
Voting Stock”), which will be entitled to one vote per share and to vote as a
single class with the common stock on all matters, but which will not be
entitled to any liquidation preference, dividends or certain other
distributions. For each membership unit of Ultimate Escapes owned by the UE
Owners, the UE Owners will receive one share of Series A Voting Preferred Stock.
At any time that any UE Owner exchanges membership units of Ultimate Escapes for
shares of the Company's common stock, a like number of shares of Series A Voting
Preferred Stock will be canceled.





The
closing of the Business Combination is conditioned, among other things, upon the
consummation of (i) the contribution by Ultimate Resort of all of its assets and
properties to Ultimate Escapes in exchange for membership units in Ultimate
Escapes and (ii) the acquisition by Ultimate Resort, by means of a contribution
agreement, of certain assets of Private Escapes and its affiliates, such that
Ultimate Escapes will, directly or indirectly, own and operate the Ultimate
Resort and Private Escapes businesses.”





Except as described above, we have not
modified or updated any other disclosures contained in the Original Report.
Accordingly, this Amended Report continues to speak as of the date of the
Original Report and no attempt has been made in this Amended Report to modify or
update disclosures in the Original Report except as noted above. This Amended
Report does not reflect events occurring after the filing of the Original Report
or modify or update any related disclosures and information not affected by the
amendment, which otherwise reflect the disclosures made at the time of the
filing of the Original Report with the SEC. Accordingly, this Amended Report
should be read in conjunction with any documents incorporated by reference
therein and our filings made with the SEC subsequent to the filing of the
Original Report, including any amendments to those filings.








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 CORPORATIONDate:
      September 15, 2009
                  By:
                  /s/
      C. Thomas McMillenC. Thomas McMillen, Chairman and Co-Chief
                    Executive Officer(Principal Executive Officer and Authorized Officer)Date:
      September 15, 2009
                  By:
                  /s/ Harvey L.
      WeissHarvey L.  Weiss, Co-Chief Executive Officer(Principal Executive Officer and Authorized
  Officer)