UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q


(Mark
One)




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





For
      the quarterly period ended March 31,
      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 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  o





Non-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 May
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





SECURE
AMERICA ACQUISITION CORPORATION




INDEX
TO FORM 10-Q




PAGEPART
      I.
                                                FINANCIAL
      INFORMATIONItem
      1.
                                                Financial
      StatementsCondensed
      Balance Sheets as of March 31, 2009 (unaudited) and as of December 31,
      2008
                                                1Condensed
      Statements of Operations (unaudited) for the three months ended March 31,
      2009, the three months ended March 31, 2008, and for the period from May
      14, 2007 (date of inception) to March 31, 2009
                                                2Condensed
      Statement of Stockholders’ Equity for the period from May 14, 2007 (date
      of inception) to March 31, 2009 (unaudited)
                                                3Condensed
      Statements of Cash Flows (unaudited) for the three months ended March 31,
      2009, the three months ended March 31, 2008, and the period from May 14,
      2007 (date of inception) to March 31, 2009
                                                4Notes
      to Condensed Financial Statements
                                                5Item
      2.
                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                14Item
      3.
                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                17Item
      4T.
                                                Controls
      and Procedures
                                                17PART
      II.
                                                OTHER
      INFORMATIONItem
      1.
                                                Legal
      Proceedings
                                                18Item
      1A.
                                                Risk
      Factors
                                                18Item
      2.
                                                Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                18Item
      3.
                                                Defaults
      Upon Senior Securities
                                                18Item
      4.
                                                Submission
      of Matters to a Vote of Security Holders
                                                18Item
      5.
                                                Other
      Information
                                                18Item
      6.
                                                Exhibits
                                                18SIGNATURES
                                                19







PART
I - FINANCIAL INFORMATION




Item
1. Financial Statements





SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





CONDENSED
BALANCE SHEETS





March 31, 2009
                  (unaudited)
                
                
                December 31, 2008AssetsCurrent
      assets:Cash
                
                $
                151,400
                
                
                $
                207,803Investments
      held in Trust Fund
                
                
                79,414,844
                
                
                
                79,330,205Prepaid
      expenses
                
                
                7,781
                
                
                
                25,148Prepaid
      income tax
                
                
                9,330
                
                
                
                -Total
      current assets
                
                
                79,583,355
                
                
                
                79,563,156Deferred
      acquisition costs
                
                
                -
                
                
                
                105,000Deferred
      tax asset
                
                
                184,191
                
                
                
                133,909Total
      assets
                
                
                79,767,546
                
                
                
                79,802,065Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accrued
      expenses
                
                $
                88,758
                
                
                $
                45,882Accounts
      payable
                
                
                -
                
                
                
                4,774Income
      taxes payable
                
                
                -
                
                
                
                15,670Deferred
      interest on investments held in Trust Fund
                
                
                55,152
                
                
                
                37,261Deferred
      underwriters’ discounts and commissions
                
                
                3,200,000
                
                
                
                3,200,000Total current
      liabilities
                
                
                3,343,910
                
                
                
                3,303,587Common
      stock subject to possible conversion, 2,999,999 shares
                
                
                22,799,992
                
                
                
                22,799,992CommitmentStockholders'
      equityPreferred
      stock, $.0001 par value, Authorized 1,000,000 shares; none issued and
      outstanding
                
                
                -
                
                
                
                -Common
      stock, $.0001 par value, Authorized 50,000,000 shares; 12,500,000 shares
      issued and outstanding (including 2,999,999 shares subject to possible
      conversion)
                
                
                1,250
                
                
                
                1,
      250Additional
      paid-in capital
                
                
                52,985,665
                
                
                
                52,985,665Income
      accumulated during the development stage
                
                
                636,729
                
                
                
                711,571Total
      stockholders' equity
                
                
                53,623,644
                
                
                
                53,698,486Total
      liabilities and stockholders' equity
                
                $
                79,767,546
                
                
                $
                79,802,065





See
Notes to Unaudited Condensed Financial Statements.


1





SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





CONDENSED
STATEMENTS OF OPERATIONS


(unaudited)





For the Three
                    Months Ended
                    March 31, 2009
                  
                  
                  For the Three
                    Months Ended
                    March 31, 2008
                  
                  
                  For the Period
                    May 14, 2007
                    (inception) to
                    March 31, 2009Income:Net
      interest Income
                  
                  $
                  66,750
                  
                  
                  $
                  559,182
                  
                  
                  $
                  1,885,536Total
      Income
                  
                  
                  66,750
                  
                  
                  
                  559,182
                  
                  
                  
                  1,885,536Expenses:Formation
      and operating costs
                  
                  
                  191,874
                  
                  
                  
                  132,480
                  
                  
                  
                  835,502Net
      income (loss) for the period before income taxes
                  
                  
                  (125,124
                  )
                  
                  
                  426,702
                  
                  
                  
                  1,050,034State
      and federal income tax expense (benefit)
                  
                  
                  (50,282
                  )
                  
                  
                  163,636
                  
                  
                  
                  413,305Net
      income (loss) for the period
                  
                  $
                  (74,842
                  )
                  
                  $
                  263,066
                  
                  
                  $
                  636,729Weighted
      average number of shares outstanding – basic and diluted
                  
                  
                  12,500,000
                  
                  
                  
                  12,500,000
                  
                  
                  
                  10,058,140Net
      income (loss) per share – basic and diluted
                  
                  $
                  (.01
                  )
                  
                  $
                  .02
                  
                  
                  $
                  .06





See
Notes to Unaudited Condensed Financial Statements.


2


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY


For
the period from May 14, 2007 (inception) to March 31, 2009





Addition
                                  
                                  
                                  Income (Deficit)
                                    Accumulated
                                    During theCommon Stock
                                  
                                  
                                  Paid-in
                                  
                                  
                                  Development
                                  
                                  
                                  Stockholders’Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  capital
                                  
                                  
                                  Stage
                                  
                                  
                                  EquityCommon
      shares issued May 14, 2004 at $.01 per share
                                  
                                  
                                  2,500,000
                                  
                                  
                                  $
                                  250
                                  
                                  
                                  $
                                  24,750
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  25,000Common
      shares issued October 29, 2007, par value $0.0001, net of underwriters’
      discount and offering expenses (includes 2,999,999 shares subject to
      possible conversion)
                                  
                                  
                                  10,000,000
                                  
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  73,685,907
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  73,686,907Proceeds
      from private placement of Founder Warrants
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,075,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,075,000Proceeds
      subject to possible conversion of 2,999,999 shares
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (
      22,799,992
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (
      22,799,992
                                  )Net
      Income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  278,743
                                  
                                  
                                  
                                  278,743Balance
      at December 31, 2007
                                  
                                  
                                  12,500,000
                                  
                                  
                                  
                                  1,250
                                  
                                  
                                  
                                  52,985,665
                                  
                                  
                                  
                                  278,743
                                  
                                  
                                  
                                  53,265,658Net
      Income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  432,828
                                  
                                  
                                  
                                  432,828Balance
      at December 31, 2008
                                  
                                  
                                  12,500,000
                                  
                                  
                                  
                                  1,250
                                  
                                  
                                  
                                  52,985,665
                                  
                                  
                                  
                                  711,571
                                  
                                  
                                  
                                  53,698,486Unaudited:Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (74,842
                                  )
                                  
                                  
                                  (74,842
                                  )Balance
      at March 31, 2009
                                  
                                  
                                  12,500,000
                                  
                                  
                                  $
                                  1,250
                                  
                                  
                                  $
                                  52,985,665
                                  
                                  
                                  $
                                  636,729
                                  
                                  
                                  $
                                  53,623,644


See
Notes to Unaudited Condensed Financial Statements.


3


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)


CONDENSED
STATEMENTS OF CASH FLOWS


(unaudited)


For the period
                                          January 1, 2009
                                          to March 31,2009
                                        
                                        
                                        For the period
                                          January 1, 2008
                                          to March 31,2008
                                        
                                        
                                        For the period
                                          May 14, 2007
                                          (inception) to
                                          March 31, 2009Cash
      flows from operating activitiesNet
      income (loss)
                                        
                                        $
                                        (74,842
                                        )
                                        
                                        $
                                        263,066
                                        
                                        
                                        $
                                        636,729Adjustments
      to reconcile net loss to net cash used in operating
      activities:Interest
      income on U.S. government securities money market
                                        
                                        
                                        (84,639
                                        )
                                        
                                        
                                        (559,180
                                        )
                                        
                                        
                                        (1,940,670
                                        )Deferred
      income taxes
                                        
                                        
                                        (50,282
                                        )
                                        
                                        
                                        (38,053
                                        )
                                        
                                        
                                        (184,191
                                        )Write
      off of deferred acquisition costs
                                        
                                        
                                        105,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        263,138Decrease
      (increase) in prepaid expenses
                                        
                                        
                                        17,367
                                        
                                        
                                        
                                        18,395
                                        
                                        
                                        
                                        (7,781
                                        )Increase
      (decrease) in accounts payable
                                        
                                        
                                        (4,774
                                        )
                                        
                                        
                                        26,538
                                        
                                        
                                        
                                        -Increase
      in accrued expenses
                                        
                                        
                                        42,876
                                        
                                        
                                        
                                        35,171
                                        
                                        
                                        
                                        88,758Increase
      (decrease) in income taxes payable
                                        
                                        
                                        (25,000
                                        )
                                        
                                        
                                        36,689
                                        
                                        
                                        
                                        (9,330
                                        )Increase
      in deferred interest on investments held in trust account
                                        
                                        
                                        17,891
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        55,152Net
      cash used in operating activities
                                        
                                        
                                        (56,403
                                        )
                                        
                                        
                                        (217,374
                                        )
                                        
                                        
                                        (1,098,195
                                        )Cash
      flows from investing activitiesInvestments
      deposited in trust account
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (79,200,000
                                        )Interest
      drawn from trust account
                                        
                                        
                                        -
                                        
                                        
                                        
                                        495,000
                                        
                                        
                                        
                                        1,725,826Payment
      of deferred acquisition costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (160,135
                                        )
                                        
                                        
                                        (263,138
                                        )Net
      cash provided by (used in) investing activities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        334,865
                                        
                                        
                                        
                                        (77,737,312
                                        )Cash
      flows from financing activitiesGross
      proceeds of public offering
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        80,000,000Proceeds
      from private placement of Founder Warrants
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,075,000Proceeds
      from notes payable, stockholder
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        215,000Payment
      of note payable, stockholder
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (50,000
                                        )
                                        
                                        
                                        (215,000
                                        )Proceeds
      from sale of shares of common stock
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        25,000Payment
      of costs related to proposed offering
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (31,904
                                        )
                                        
                                        
                                        (3,113,093
                                        )Net
      cash (used in) provided by financing activities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (81,904
                                        )
                                        
                                        
                                        78,986,907Net
      increase (decrease) in cash
                                        
                                        
                                        (56,403
                                        )
                                        
                                        
                                        35,587
                                        
                                        
                                        
                                        151,400Cash
      at beginning of the period
                                        
                                        
                                        207,803
                                        
                                        
                                        
                                        6,867
                                        
                                        
                                        
                                        -Cash
      at the end of the period
                                        
                                        $
                                        151,400
                                        
                                        
                                        $
                                        42,454
                                        
                                        
                                        $
                                        151,400Non
      cash investing activities:Accrual
      of deferred underwriters’ discounts and commissions
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        3,200,000Supplemental
      schedule of cash flows information:Cash
      paid during the period for income taxes
                                        
                                        $
                                        25,000
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        606,826




See
Notes to Unaudited Condensed Financial Statements.


4


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





1.
Basis of Presentation




The
financial statements of Secure America Acquisition Corporation (the ‘‘Company’’)
at March 31, 2009, for the three months ended March 31, 2009 and 2008, and
for the period from May 14, 2007 (date of inception) to March 31, 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 March 31, 2009 and the
results of its operations and its cash flows for the three months ended March
31, 2009, for the three months ended March 31, 2008, and for the period from May
14, 2007 (date of inception) to March 31, 2009 (cumulative). 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.




The
statements and related notes have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles may be
omitted pursuant to such rules and regulations. See the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008 for additional
disclosures relating to the Company’s financial statements and accounting
principles.





2.
Organization and Business Operations





The
Company was incorporated in Delaware on May 14, 2007 as a blank check company
for the purposes of acquiring, or acquiring control of, through a merger,
capital stock exchange, asset acquisition or other similar business combination,
one or more domestic or international operating businesses (“Business
Combination”). The Company’s 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.


5


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





2.
Organization and Business Operations – (continued)


The
registration statement for the Company’s initial public offering (“Offering”)
was declared effective October 23, 2007. The Company consummated the Offering on
October 29, 2007, issuing 10,000,000 Units at a price of $8.00 per Unit, which
started trading separately on January 18, 2008. 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 investments in the Trust Account have been
accounted for as trading securities and are recorded at their market value of
$79,414,844 at March 31, 2009. The placing of funds in the Trust
Account


Contribution
      to trust
                                        
                                        $
                                        79,200,000Interest
      income received
                                        
                                        
                                        1,940,670Withdrawals
      to fund loan repayments
                                        
                                        
                                        (150,000
                                        )Withdrawals
      to fund income taxes
                                        
                                        
                                        (606,826
                                        )Withdrawals
      to fund operations (a)
                                        
                                        
                                        (969,000
                                        )Total
      investments held in trust
                                        
                                        $
                                        79,414,844





(a)           amount
is limited to $1,000,000.


6


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





2.
Organization and Business Operations – (continued)


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. Accordingly, a portion of the proceeds of the Offering (29.999% of
the amounts placed in the Trust Account other than those related to deferred
underwriters’ discounts and commissions as described in Note 3) have been
classified as common stock subject to possible conversion in the accompanying
balance sheets and a portion (29.99%) of the interest earned on the Trust
Account, after deducting the amounts permitted to be utilized for tax
obligations, loan repayment and working capital purposes has been recorded as
deferred interest in the accompanying balance sheets. Such Public Stockholders
are entitled to receive their per share interest in the Trust Account (after the
deduction of the permissible withdrawals of interest for working capital, income
taxes , and loan repayment described above)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. This factor raises substantial doubt
about the Company’s ability to continue as a going concern.  The
financial statements do not include any adjustments that may result from the
outcome of this uncertainty. 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 to be offered in the Offering discussed in Note
3).


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




The
effect of the 10,000,000 outstanding warrants included in the units issued in
connection with the Offering and the 2,075,000 outstanding warrants issued in
connection with the private placement has not been considered in the diluted
income (loss) per share calculation since such warrants are contingently
exercisable.


7





SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





2.
Organization and Business Operations – (continued)


New Accounting
Pronouncements


In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business
Combinations (“SFAS 141R”) which establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree.  SFAS 141R also provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination.  Upon adoption of SFAS 141R on January 1, 2009,
the Company expensed acquisition costs of $105,000 which were previously
capitalized.  SFAS 141R will have an impact to the Company for any
acquisitions on or after January 1, 2009.


In
December 2007, the FASB released SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin,
or ARB, No. 51 (“SFAS 160”), which establishes accounting and reporting
standards for the ownership interests in subsidiaries held by parties other
than the parent and for the deconsolidation of a subsidiary.  SFAS 160
also establishes disclosure requirements that clearly identify and distinguish
between the interest of the parent and the interests of the non-controlling
owners. SFAS 160 was adopted January 1, 2009.  SFAS 160 may have a
material impact to the Company for any acquisitions on or after January 1,
2009.


In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”), which defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements.  SFAS 157 does not require
any new fair value measurements; rather, it applies under other accounting
pronouncements that require or permit fair value measurements.  The
provisions of SFAS 157 are to be applied prospectively as of the beginning of
the fiscal year in which it is initially applied, with any transition adjustment
recognized as a cumulative-effect adjustment to the opening balance of retained
earnings.  The provisions of SFAS 157 are effective for fiscal years
beginning after November 15, 2007.  The Company adopted the provisions
of SFAS 157 for the fiscal year beginning January 1, 2008, except for
nonfinancial assets and nonfinancial liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis for
which delayed application was permitted until the Company’s fiscal year
beginning January 1, 2009.  The Company’s adoption of the remaining
provisions of SFAS 157 on January 1, 2009 did not have a material effect on the
Company’s financial statements.


In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 provides guidance on how to determine if certain
instruments or embedded features are considered indexed to our own stock,
including instruments similar to our convertible notes and warrants
to purchase our stock.  EITF 07-5 requires companies to use a
two-step approach to evaluate an instrument’s contingent exercise provisions and
settlement provisions in determining whether the instrument is considered to be
indexed to its own stock and exempt from the application of SFAS No.
133, “Accounting for Derivative Instruments and Hedging
Activities”.  Although EITF 07-5 is effective for fiscal years
beginning after December 15, 2008, any outstanding instrument at the date of
adoption will require a retrospective application of the accounting through a
cumulative effect adjustment to retained earnings upon adoption.  The
adoption of EITF 07-5 did not have a significant impact on the Company’s
financial statements.
 8


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.


3.
Initial Public Offering


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 will entitle 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.





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 underwriting discounts amounting to
4.0% of the gross proceeds of the Offering will not be payable unless and until
the Company completes a Business Combination (See Note
4).


9


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


4.
Deferred Underwriters’ Discounts and Commissions


Deferred
underwriters’ discounts and commissions at March 31, 2009 and December 31, 2008
were $3,200,000. The underwriters have agreed that underwriting discounts
amounting to 4% of the gross proceeds of the Offering 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, on a pro rata basis, to pay
converting stockholders (as described in Note 1).


5.
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. The
Company records this fee as rent expense. For the three months ended March 31,
2009 and 2008, and for the period from May 14, 2007 (inception) through March
31, 2009, the Company recorded $22,500, $22,500 and $129,194, respectively, in
rent expense under this agreement.


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 warrants included 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.


10


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


5.
Commitments and Related Party Transactions – (continued)


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 has not recorded compensation expense upon
purchase of the Founder Warrants.


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 this
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. 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.
  11
  SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


5.
Commitments and Related Party Transactions – (continued)


The
Company’s outside counsel has agreed to waive claims against the Trust Account
and to defer a portion of fees incurred until either a Business Combination is
consummated or the Company is liquidated. In exchange for outside counsel taking
this business risk, the Company has agreed to reimburse outside counsel for fees
incurred plus a premium in the event a Business Combination is consummated. As
of March 31, 2009, the amount of legal fees that was unbilled
and contingently payable, including the potential premium, was
approximately $1,554,137.


6.
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.





7.  Deferred
Acquisition Costs





Costs deferred at December 31, 2008
which related to a potential acquisition were charged to operations on January
1, 2009 upon the adoption of SFAS 141R. In addition, this potential acquisition
was abandoned during the quarter.


12


SECURE
AMERICA ACQUISITION CORPORATION


(a
Corporation in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





8. Fair
Value of Financial Instruments





Effective
January 1, 2008 the Company adopted Statement No. 157, Fair Value
Measurements.  Statement No. 157 applies to all assets and
liabilities that are being measured and reported on a fair value
basis.  Statement No. 157 requires new disclosure that establishes a
framework for measuring fair value in GAAP, and expands disclosure about fair
value measurements.  This statement enables the reader of the
financial statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the
information used to determine fair values.  The statement requires
that assets and liabilities carried at fair value will be classified and
disclosed in one of the following three categories:




Level
      1:
                Quoted
      market prices in active markets for identical assets or
      liabilities.Level 2:
                Observable
      market based inputs or unobservable inputs that are corroborated by market
      data.Level 3:
                Unobservable
      inputs that are not corroborated by market
data.





In
determining the appropriate levels, the Company performs a detailed analysis of
the assets and liabilities that are subject to Statement No. 157.  At
each reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs are classified as Level
3.





The table
below presents the balances of assets and liabilities measured at fair value on
a recurring basis by level within the hierarchy.




March 31, 2009Total
                
                
                Level 1
                
                
                Level 2
                
                
                Level 3Funds
      Held in Trust
                
                $
                79,414,844
                
                
                $
                79,414,844
                
                
                $
                —
                
                
                $
                —Total
      Assets
                
                $
                79,414,844
                
                
                $
                79,414,844
                
                
                $
                —
                
                
                $
                —




The
Company’s restricted funds held in the Trust Account are invested in a money
market that invests in U.S. Government securities. This investment is considered
to be highly liquid and easily tradable.


13


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Forward
Looking Statements





This
Quarterly Report on Form 10-Q, including, without limitation, Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
contains ‘‘forward-looking statements’’ within the meaning of Section 27A
of the Securities Act, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). We intend the
forward-looking statements to be covered by the safe harbor for forward-looking
statements in such sections of the Exchange Act. The forward-looking information
is based on various factors and was derived using numerous assumptions. All
statements, other than statements of historical fact, that address activities,
events or developments that we intend, expect, project, believe or anticipate
will or may occur in the future are forward-looking statements. Such statements
are based upon certain assumptions and assessments made by our management in
light of their experience and their perception of historical trends, current
conditions, expected future developments and other factors they believe to be
appropriate. These forward-looking statements are usually accompanied by words
such as “believe,” “anticipate,” “plan,” “seek,” “expect,” “intend” and similar
expressions.




Forward-looking
statements necessarily involve risks and uncertainties, and our actual results
could differ materially from those anticipated in the forward looking statements
due to a number of factors, including those set forth in the “Risk Factors”
section of our Registration Statement on Form S-1, as amended, Part I,
Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended
December 31, 2008 and elsewhere in this report. These factors as well as
other cautionary statements made in this Quarterly Report on Form 10-Q, should
be read and understood as being applicable to all related forward-looking
statements wherever they appear herein. The forward-looking statements contained
in this Quarterly Report on Form 10-Q represent our judgment as of the date
hereof. We encourage you to read those descriptions carefully. We caution you
not to place undue reliance on the forward-looking statements contained in this
report. These statements, like all statements in this report, speak only as of
the date of this report (unless an earlier date is indicated) and we undertake
no obligation to update or revise the statements except as required by
law.





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.


14


Results
of Operations





Three
month period ended March 31, 2009 compared to the three month period ended March
31, 2008




For the three month period ended March
31, 2009, we had a total income of $66,750, consisting of net interest income on
investments held in trust and on cash balances maintained. For the three month
period ended March 31, 2008, we had a total income of $559,182, consisting of
net interest income on investments held in trust and on cash balances
maintained. The decrease in income for the three month period ended March 31,
2009 as compared to the three month period ended March 31, 2008 was due to a
significant decline in interest rates, which reduced the interest earned on
investments held in trust.




Total expenses for the three month
period ended March 31, 2009 were $141,592, consisting of $191,874 in operating
expenses and an income tax benefit of ($50,282).  We had a net loss of
$74,842 for this period. Total expenses for the three month period ended March
31, 2008 were $296,116, consisting of $132,480 in operating expenses and
$163,636 in income tax expense.  We had net income of $263,066 for
this period. The increase in operating expenses for the three month period ended
March 31, 2009 as compared to the three month period ended March 31, 2008 was
largely due to deferred costs related to a potential acquisition that were
charged to operations on January 1, 2009 upon the adoption of SFAS
141R.





Period
from May 14, 2007 (inception) through March 31, 2009





For the
period from May 14, 2007 (inception) through March 31, 2009, we had a total
income of $1,885,536, consisting of net interest income on investments held in
trust and on cash balances maintained.





Total
expenses for this period were $1,248,807, consisting of $835,502 in formation
and operating expenses and $413,305 in income tax expense.  We had net
income of $636,729 for this period.





Liquidity
and Capital Resources





Prior to
the consummation of our initial public offering, our liquidity needs were
satisfied through receipt of $25,000 in stock subscriptions from our initial
stockholders and a loan of $150,000 from Secure America Acquisition Holdings,
LLC.




The net
proceeds from (i) the sale of the units in our initial public offering, after
deducting offering expenses of approximately $713,000 (of which approximately
$88,000 was paid from interest earned on amounts held in the trust account) and
underwriting discounts and commissions of approximately $5,600,000, (ii) the
sale of the founder warrants in a private placement which occurred immediately
prior to the closing of our initial public 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 approximately $76,000,000. This entire amount
was placed in the trust account. An additional amount equal to 4.0% of the gross
proceeds of our initial public offering, or $3,200,000, was also placed in the
trust account and will be used to pay the underwriters a deferred fee (or paid
to public stockholders who elect to convert their common stock in connection
with our initial business combination, as the case may be) upon the consummation
of our initial business combination, and will not be available for our use to
acquire a target business. 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 our initial public 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.


15




An aggregate of $1,000,000 of interest
earned (net of taxes) on the trust account balance has been 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 $130,000 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 was released to us to repay the loan made to us by Secure America
Acquisition Holdings, LLC.
 
 Through March 31, 2009, we have drawn
$1,725,826 of the funds that may be used by us from the Trust Account to fund
working capital requirements, to fund income tax payments and to repay loans
made to us.
  We do not
believe we will need additional financing following our initial public 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.


16


Off-Balance
Sheet Arrangements





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





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not applicable as we are a smaller
reporting company.





Item
4T.  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
principal executive officers and principal financial officer, of the
effectiveness of our disclosure controls and procedures as of March 31, 2009.
Based on that evaluation, our principal executive officers and principal
financial 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.





Changes
in Internal Control over Financial Reporting.





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 as such term
is defined in Rules 13a-15 and 15d-15 of the Exchange Act.


17


PART
II.              OTHER
INFORMATION





Item
1.   Legal Proceedings





None.





Item
1A. Risk Factors





As a
smaller reporting company, we are not required to provide information required
by this item.





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 Securities
Holders





None.





Item
5.   Other Information





None.





Item
6.   Exhibits





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





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-Q for the quarter ended March 31,
  2009.31.2
              
              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-Q for the quarter ended March 31,
  2009.31.3
              
              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-Q for the quarter ended March 31,
  2009.32.1
              
              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.


18


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:
      May 14, 2009
                  By:
                  /s/ C. Thomas McMillenC.
      Thomas McMillen, Chairman and Co-Chief
                    Executive
      Officer
                    (Principal
      Executive Officer and Authorized Officer)Date:
      May 14, 2009
                  By:
                  /s/
      Harvey L. WeissHarvey
      L.  Weiss, Co-Chief Executive Officer
                    (Principal
      Executive Officer and Authorized
Officer)


19