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 September 30,
2009





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





For the
transition period from _____________ to _____________




Commission
File Number 001-33743




ULTIMATE ESCAPES,
INC.


formerly
known as


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.)




3501
West Vine Street, Suite 225


Kissimmee,
Florida  34741


(Address
of Principal Executive Office)





(407)
483-1900


(Issuer's
Telephone Number, Including Area Code)




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





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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈No
 ̈




Indicate
by check mark whether the registrant is a large accelerated filer, 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 Act. (Check one):





Large
      Accelerated Filer   ̈
            Accelerated
      Filer   ̈Non-Accelerated Filer   ̈ (Do not check if a smaller reporting company)
            Smaller
      reporting company  x





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





As of
November 23, 2009, 1,582,413 shares of common stock, par value $.0001 per share,
were issued and outstanding  (does not include 7,556,675 shares
issuable upon conversion of membership interests in Ultimate Escapes Holdings,
LLC).





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








ULTIMATE
ESCAPES, INC.


FORMERLLY
KNOWN AS


SECURE
AMERICA ACQUISITION CORPORATION




INDEX
TO FORM 10-Q


PagePART
      I.
                FINANCIAL
      INFORMATIONItem
      1.
                Financial
      StatementsCondensed
      Balance Sheets as of September 30, 2009 (unaudited) and as of December 31,
      2008
                1Condensed
      Statements of Operations (unaudited) for the three and nine month periods
      ended September 30, 2009, the three and nine month periods ended September
      30, 2008, and for the period from May 14, 2007 (date of inception) to
      September 30, 2009
                2Condensed
      Statement of Stockholders’ Equity for the period from May 14, 2007 (date
      of inception) to September 30, 2009 (unaudited)
                3Condensed
      Statements of Cash Flows (unaudited) for the nine months ended September
      30, 2009, and 2008, and the period from May 14, 2007 (date of inception)
      to September 30, 2009
                4Notes
      to Condensed Financial Statements (unaudited)
                5Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                15Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                22Item
      4T.
                Controls
      and Procedures
                23PART
      II.
                OTHER
      INFORMATIONItem
      1.
                Legal
      Proceedings
                23Item
      1A.
                Risk
      Factors
                23Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                23Item
      3.
                Defaults
      Upon Senior Securities
                23Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                23Item
      5.
                Other
      Information
                23Item
      6.
                Exhibits
                24SIGNATURES
                25








PART
I - FINANCIAL INFORMATION




Item
1. Financial Statements





ULTIMATE
ESCAPES, INC.


formerly
known as


Secure
America Acquisition Corporation


(a
company in the Development Stage)





CONDENSED
BALANCE SHEETS


September 30, 2009(unaudited)
                
                
                December31,2008AssetsCurrent
      assets:Cash
                
                $
                24,935
                
                
                $
                207,803Investments
      held in Trust Fund
                
                
                79,451,058
                
                
                
                79,330,205Prepaid
      expenses
                
                
                16,543
                
                
                
                25,148Total
      current assets
                
                
                79,492,536
                
                
                
                79,593,156Deferred
      acquisition costs
                
                
                -
                
                
                
                105,000Deferred
      offering costs
                
                
                47,783
                
                
                
                -Deferred
      tax asset
                
                
                208,810
                
                
                
                133,909Total
      assets
                
                $
                79,749,129
                
                
                $
                79,802,065Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                316,046
                
                
                $
                103,587Common
      stock subject to conversion, 2,709,261 shares
                
                
                21,525,365
                
                
                
                -Common
      stock subject to forward purchase contracts, 6,031,921
      shares
                
                
                48,138,840
                
                
                
                -Deferred
      underwriters’ discounts and commissions
                
                
                2,247,764
                
                
                
                3,200,000Total 
      current liabilities
                
                
                72,228,015
                
                
                
                3,303,587Common
      stock subject to possible conversion, 2,999,999 shares
                
                
                
                
                
                
                22,799,992Commitments
      and contingenciesStockholders'
      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
                
                
                7,073,688
                
                
                
                52,985,665Income
      accumulated during the development stage
                
                
                446,176
                
                
                
                711,571Total
      stockholders' equity
                
                
                7,521,114
                
                
                
                53,698,486Total
      liabilities and stockholders' equity
                
                $
                79,749,129
                
                
                $
                79,802,065





See
Notes to Unaudited Condensed Financial Statements.


1





ULTIMATE
ESCAPES, INC


formerly
known as


Secure
America Acquisition Corporation


(a
company in the Development Stage)





CONDENSED
STATEMENTS OF OPERATIONS


(unaudited)





Forthethreemonthsended
                      September30,
                    
                    
                    Fortheninemonthsended
                      September30,
                    
                    
                    Forthe period
                      May 14,2007
                      (inception)to
                      September30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009Income:Net
      interest income
                    
                    $
                    13,546
                    
                    
                    $
                    335,599
                    
                    
                    $
                    113,803
                    
                    
                    $
                    1,230,354
                    
                    
                    $
                    1,932,589Total
      income
                    
                    
                    13,546
                    
                    
                    
                    335,599
                    
                    
                    
                    113,803
                    
                    
                    
                    1,230,354
                    
                    
                    
                    1,932,589Expenses:Formation
      and operating costs
                    
                    
                    167,460
                    
                    
                    
                    89,257
                    
                    
                    
                    454,099
                    
                    
                    
                    480,564
                    
                    
                    
                    1,097,727Net
      income (loss) for the period before income taxes
                    
                    
                    (153,914
                    )
                    
                    
                    246,342
                    
                    
                    
                    (340,296
                    )
                    
                    
                    749,790
                    
                    
                    
                    834,862State
      and federal income tax expense (benefit)
                    
                    
                    -
                    
                    
                    
                    94,830
                    
                    
                    
                    (74,901
                    )
                    
                    
                    289,278
                    
                    
                    
                    388,686Net
      income (loss) for the period
                    
                    $
                    (153,914
                    )
                    
                    $
                    151,512
                    
                    
                    $
                    (265,395
                    )
                    
                    $
                    460,512
                    
                    
                    $
                    446,176Weighted
      average number of shares outstanding – basic and diluted
                    
                    
                    12,500,000
                    
                    
                    
                    12,500,000
                    
                    
                    
                    12,500,000
                    
                    
                    
                    12,500,000
                    
                    
                    
                    10,568,966Net
      income (loss) per share – basic and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    0.01
                    
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.04
                    
                    
                    $
                    0.04





See
Notes to Unaudited Condensed Financial Statements.


2





ULTIMATE
ESCAPES, INC.


formerly
known as


Secure
America Acquisition Corporation


(a
company in the Development Stage)





CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY


For
the period from May 14, 2007 (inception) to September 30,
2009


Income
      (Deficit)AccumulatedAdditional
                  
                  
                  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:Common
      stock subject to possible conversion, 2,999,999
shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  22,799,992
                  
                  
                  
                  -
                  
                  
                  
                  22,799,992Common
      stock subject to conversion, 2,709,261 shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (21,525,365
                  )
                  
                  
                  -
                  
                  
                  
                  (21,525,365
                  )Common
      stock subject to forward purchase contracts 6,031,921
      shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (48,138,840
                  )
                  
                  
                  -
                  
                  
                  
                  (48,138,840
                  )Deferred
      underwriters’ discounts and commissions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  952,236
                  
                  
                  
                  -
                  
                  
                  
                  952,236Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (265,395
                  )
                  
                  
                  (265,395
                  )Balance
      at September 30, 2009
                  
                  $
                  12,500,000
                  
                  
                  $
                  1,250
                  
                  
                  $
                  7,073,688
                  
                  
                  $
                  446,176
                  
                  
                  $
                  7,521,114





See
Notes to Unaudited Condensed Financial Statements.


3





ULTIMATE
ESCAPES, INC.


formerly
known as


Secure
America Acquisition Corporation


(a
company in the Development Stage)


CONDENSED
STATEMENTS OF CASH FLOWS


(unaudited)


For the nine months ended
                  September 30,
                
                
                For the period
                  May 14, 2007
                  (inception) to
                  September 30,2009
                
                
                2008
                
                
                2009Cash
      flows from operating activitiesNet
      income (loss)
                
                $
                (265,395
                )
                
                $
                460,512
                
                
                $
                446,176Adjustments
      to reconcile net loss to net cash used in operating
      activities:Interest
      income on U.S. government securities
                
                
                (151,853
                )
                
                
                (1,230,347
                )
                
                
                (2,007,884
                )Deferred
      income taxes
                
                
                (74,901
                )
                
                
                (88,296
                )
                
                
                (208,810
                )Write
      off of deferred acquisition costs
                
                
                105,000
                
                
                
                -
                
                
                
                263,138Decrease
      (increase) in prepaid expenses
                
                
                8,605
                
                
                
                56,250
                
                
                
                (16,543
                )Increase
      (decrease) in accounts payable and accrued expenses
                
                
                212,459
                
                
                
                (144,009
                )
                
                
                316,046Net
      cash used in operating activities
                
                
                (166,085
                )
                
                
                (945,890
                )
                
                
                (1,207,877
                )Cash
      flows from investing activitiesInvestments
      deposited in trust account
                
                
                -
                
                
                
                -
                
                
                
                (79,200,000
                )Interest
      drawn from trust account
                
                
                31,000
                
                
                
                1,245,000
                
                
                
                1,756,826Payment
      of deferred acquisition costs
                
                
                -
                
                
                
                (100,000
                )
                
                
                (263,138
                )Net
      cash provided by (used in) investing activities
                
                
                31,000
                
                
                
                1,145,000
                
                
                
                (77,706,312
                )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 public offering
                
                
                (47,783
                )
                
                
                (31,904
                )
                
                
                (3,160,876
                )Net
      cash (used in) provided by financing activities
                
                
                (47,783
                )
                
                
                (81,904
                )
                
                
                78,939,124Net
      increase (decrease) in cash
                
                
                (182,868
                )
                
                
                117,206
                
                
                
                24,935Cash
      at beginning of the period
                
                
                207,803
                
                
                
                6,867
                
                
                
                -Cash
      at end of the period
                
                
                24,935
                
                
                
                124,073
                
                
                
                24,935Non
      cash investing activities:Accrual
      of deferred underwriters' discounts and commissions
                
                $
                -
                
                
                $
                -
                
                
                $
                3,200,000Supplemental
      schedule of cash flow information:Cash
      paid during the period for income taxes
                
                $
                25,000
                
                
                $
                581,826
                
                
                $
                606,826





See
Notes to Unaudited Condensed Financial Statements.


4


ULTIMATE
ESCAPES, INC.


formerly
known as


Secure
America Acquisition Corporation


(a
company in the Development Stage)





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




1.
Basis of Presentation




The
financial statements of Ultimate Escapes, Inc. (the “Company”), formerly known
as Secure America Acquisition Corporation (“SAAC”), at September 30, 2009,
for the three and nine month periods ended September 30, 2009 and 2008, and for
the period from May 14, 2007 (date of inception) to September 30, 2009
(cumulative) are unaudited and do not reflect the business combination completed
on October 29, 2009 and described in Note 3. In the opinion of management, all
adjustments (consisting of normal, recurring accruals) have been made that are
necessary to present fairly the financial position of the Company as of
September 30, 2009 and the results of its operations and its cash flows for
the three and nine month periods ended September 30, 2009, for the three and
nine month periods ended September 30, 2008, and for the period from May 14,
2007 (date of inception) to September 30, 2009 (cumulative). Management of the
Company has reviewed subsequent events through November 23, 2009. Operating
results for the interim periods ended September 30, 2009 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
financial 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.


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 12,075,000 outstanding warrants (see Note 5) have not been
considered in the diluted income per share calculation because such warrants are
contingently exercisable.


Fair Value of Financial
Instruments - The fair values of the Company’s assets and liabilities
that qualify as financial instruments under FASB ASC Topic 825, Financial Instruments,
approximate their carrying amounts presented in the balance sheet based upon the
short-term nature of the account at September 30, 2009.


New Accounting Pronouncements
- In June 2009, the Financial Accounting Standards Board (“FASB”) Accounting
Standards CodificationTM (“Codification”) became the single source of
authoritative U.S. GAAP.  The Codification did not create any new GAAP
standards but incorporated existing accounting and reporting standards into a
new topical structure with a new referencing system to identify authoritative
accounting standards, replacing the prior references to Statement of Financial
Accounting Standards (“SFAS”), Emerging Issues Task Force (“EITF”), FASB Staff
Position (“FSP”), etc.  Authoritative standards included in the
Codification are designated by their Accounting Standards Codification (“ASC”)
topical reference, and new standards will be designated as Accounting Standards
Updates (“ASU”), with a year and assigned sequence number.  Beginning with
this interim report for the third quarter of 2009, references to prior standards
have been updated to reflect the new referencing system.


5





2.
Organization and History


The
Company was incorporated in Delaware on May 14, 2007 as a blank check
company for the purpose of acquiring one or more domestic or international
businesses operating in the homeland security industry (“Business
Combination”).


On
October 29, 2007, the Company completed its initial public offering
(“Offering”), issuing 10,000,000 Units, consisting of one share of common stock
and one warrant, at $8.00 per Unit.  The common stock and warrants began
trading separately on January 18, 2008. Upon the closing of the Offering,
$79,200,000 of the aggregate gross proceeds of $80,000,000 were placed in a
trust account (“Trust Account”) and invested in United States government
securities, pending completion of a Business Combination.  The investments
in the Trust Account are accounted for as trading securities and are
recorded at their market value of $79,451,058 at September 30, 2009. The net
proceeds of the Offering not held in the Trust Account were permitted
to be used to pay for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative expenses.
Additionally, an aggregate of $1,000,000 of interest earned on the Trust Account
balance was released to the Company to fund working capital requirements and an
additional $150,000 of interest earned was released to the Company to repay a
loan made to the Company by Secure America Acquisition Holdings, LLC. Additional
funds were also released to fund tax obligations. The reconciliation of the
funds held in trust as of September 30, 2009 is as follows:


Contribution
      to Trust Fund
                    
                    $
                    79,200,000Interest
      income
                    
                    
                    2,007,884Withdrawals
      to fund loan repayments
                    
                    
                    (150,000
                    )Withdrawals
      to fund income taxes
                    
                    
                    (606,826
                    )Withdrawals
      to fund operations
                    
                    
                    (1,000,000
                    )Balance
      at September 30, 2009
                    
                    $
                    79,451,058


The
Company’s Certificate of Incorporation provided that the Company would continue
in existence only until 24 months from the date of the Offering and if the
Company had not consummated a Business Combination by October 29, 2009, the
Company would be dissolved and the funds in the Trust Fund distributed pro rata
to shareholders. Following a special meeting of the Company’s stockholders and
warrantholders on October 28, 2009, on October 29, 2009, the Company consummated
a Business Combination, as described below in Note 3.  Effective upon the
consummation of the Business Combination, SAAC changed its name to Ultimate
Escapes, Inc.


6


Previously,
in the event that stockholders owning 30% or more of the shares sold in the
Offering voted against a proposed Business Combination, the proposed Business
Combination would not be consummated and any stockholder who voted against the
Business Combination could demand that the Company convert his or
her shares to cash, based on a pro rata portion of the Trust Fund.
Accordingly, stockholders holding up to 2,999,999 shares sold in the Offering
could seek conversion of their shares in the event of a Business Combination.
Accordingly, a portion of the proceeds of the Offering (29.99% of the amounts
placed in the Trust Account other than those related to deferred underwriters’
discounts and commissions) were previously classified as common stock subject to
possible conversion in the Company’s balance sheet 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,
was recorded as deferred interest.


In
connection with the stockholder approval of the Acquisition described below in
Note 3, holders of 2,709,261 shares elected to convert their shares to
cash.  Accordingly, the amount classified as common stock subject to
conversion has been adjusted as of September 30, 2009 to reflect the number of
shares and the amount subsequently paid from the Trust Fund to such shareholders
on conversion of their shares.


In
addition to the above conversions, in connection with the Acquisition, the
Company entered into forward contracts to purchase 6,031,831 shares of common
stock for an aggregate consideration of $48,138,840.  As of September 30,
2009, that amount, which was subsequently paid from funds previously held in the
Trust Fund on settlement of the forward contracts, has been re-classified from
Stockholders’ Equity.





3.
Business Combination – Subsequent Event




On
October 29, 2009, SAAC consummated a business combination with Ultimate Escapes
Holdings, LLC, a Delaware limited liability company (“Ultimate Escapes”),
pursuant to a Contribution Agreement dated September 2, 2009, by and among SAAC,
Ultimate Escapes, Ultimate Resort Holdings, LLC, a Delaware limited liability
company (“Ultimate Resort”), and James M. Tousignant, in his capacity as the
representative of the holders of the issued and outstanding membership interests
of Ultimate Escapes and Ultimate Resort, as amended by Amendment No. 1 dated
October 28, 2009 (the “Contribution Agreement”), whereby Ultimate Escapes became
a subsidiary of SAAC (the “Acquisition”).  Effective upon the consummation
of the Acquisition, SAAC changed its name to Ultimate Escapes, Inc.




The
material terms of the Contribution Agreement, as well as a description of the
Acquisition, were previously disclosed in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
October 16, 2009 (the “Proxy Statement”), in the sections entitled “The
Acquisition Proposal” beginning on page 73 and “The Contribution Agreement and
Other Acquisition Agreements” beginning on page 89, and in the Forms 8-K filed
by the Company with the Securities and Exchange Commission on October 29,
2009 and November 4, 2009.


7


Pursuant
to the terms of the Contribution Agreement, the Company received 1,232,601
membership units of Ultimate Escapes.  Ultimate Resort and Private Escapes
Holdings, LLC (the “Ultimate Escapes Owners”) and JDI Ultimate, L.L.C.
(“JDI”) retained
the remaining 7,556,675 membership units of Ultimate Escapes, which, under the
terms of the Operating Agreement described below may be converted on a
one-to-one basis into shares of the Company’s common stock.   Of such
retained units, 717,884 units were deposited into escrow at the closing of the
Acquisition to secure the indemnification obligations of the Ultimate Escapes
Owners to the Company. Additionally, the Ultimate Escapes Owners and JDI are
eligible to receive up to an aggregate of 7,000,000 additional membership units
of Ultimate Escapes, convertible on a one-to-one basis into shares of the
Company’s common stock, upon the achievement by the Company of certain Adjusted
EBITDA milestones, as set forth in the Operating Agreement.  For each
membership unit of Ultimate Escapes issued to Ultimate Escapes Owners or
JDI the Member Representative will also receive one share of Series A
Voting Preferred Stock of the Company.  At any time that any Ultimate
Escapes Owner or JDI 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.  Of the 7,556,675 membership units of
Ultimate Escapes issued to the Ultimate Escapes Owners and JDI on October 29,
2009, 377,834 membership units were issued to Ultimate Resort in consideration
of certain tax liabilities incurred by Ultimate Resort and its members in
connection with the Acquisition. Upon consummation of the Acquisition, Ultimate
Escapes became a subsidiary of the Company, and the business and assets of
Ultimate Escapes and its subsidiaries are its only operations.




In
connection with the Acquisition, the Company entered into forward contracts
to purchase 6,031,831 shares of its common stock sold in its initial public
offering in privately negotiated transactions from stockholders who would
otherwise have voted against the Acquisition, for an aggregate purchase
price of $48,138,840.  The closing of such purchases was
settled immediately following the closing out of the funds that were
held in the Company’s trust account and were released as a result of
the consummation of the Acquisition.  In connection with such
purchases, the Company paid a fee to a fund managed by Victory Park
Capital Advisors, LLC of $123,974 for purchasing an aggregate
of 1,561,380 shares from stockholders who would otherwise have voted
against the Acquisition and exercised their conversion rights.




In
connection with the Acquisition, on October 29, 2009, SAAC, Ultimate Escapes,
Ultimate Resort, JDI and Private Escapes Holdings, LLC entered into an
Amended and Restated Operating Agreement of Ultimate Escapes (the “Operating
Agreement”), which provides for the management of Ultimate Escapes after the
consummation of the Acquisition.




The
Acquisition will be accounted for as a reverse merger, whereby Ultimate Escapes
will be the continuing entity for financial reporting purposes and will be
deemed, for accounting purposes, to be the acquirer of SAAC. In accordance with
the applicable accounting guidance for accounting for a business combination as
a reverse merger, Ultimate Escapes is deemed to have undergone a
recapitalization, whereby it is deemed to have issued equity units to
SAAC's common equity holders. Accordingly, although the Company, as the parent
company of Ultimate Escapes, will be deemed to have legally acquired Ultimate
Escapes, in accordance with the applicable accounting guidance for accounting
for a business combination as a reverse merger, Ultimate Escapes’ assets and
liabilities will be recorded at their historical carrying amounts (subject to
the recording of Private Escapes assets and liabilities at fair value, as a
result of the acquisition of those assets by Ultimate Escapes as described
below), with no additional goodwill or other intangible assets recorded as a
result of the accounting merger of Ultimate Escapes with SAAC.  The effects
of recording the accounting for the reverse merger (which occurred on
October 29, 2009) are not reflected in the Company’s condensed
financial statements as of September 30, 2009 but the pro forma effects as of
that date are discussed below.


8




Prior to
the Acquisition, on September 15, 2009, Ultimate Resort contributed all of its
assets and liabilities to its wholly-owned subsidiary Ultimate Escapes, in
exchange for a majority ownership interest in Ultimate Escapes. The exchange of
Ultimate Resort’s assets and liabilities was accounted for as a transaction
between entities under common control, with no change in the basis of its assets
and liabilities. For accounting purposes, Ultimate Resort was deemed to have
undergone a recapitalization, whereby it was deemed to have issued
equity units in Ultimate Escapes to its two owners, Ultimate Resort
and JDI. Contemporaneously, Private Escapes contributed certain of its club
properties, club members and other assets to Ultimate Escapes in exchange for a
minority equity interest in Ultimate Escapes. The contribution of assets by
Private Escapes to Ultimate Escapes was accounted for under the acquisition
method of accounting in accordance with FASB Topic ASC 805.   See the
Proxy Statement for additional information on this business combination. 
The operations of Private Escapes are included in the pro forma financial
information from the date of acquisition.




Following
the consummation of the Acquisition, the amounts in the Trust Fund have been
disbursed as follows:




Balance
      at September 30, 2009
                  
                  
                  
                  
                  $
                  79,451,058Conversion
      of 2,709,261 common shares to cash
                  
                  
                  21,525,365Settlement
      of forward contracts to purchase 6,031,831 common shares
                  
                  
                  48,138,840
                  
                  
                  
                  69,664,2059,786,853Payment
      of certain legal fees
                  
                  
                  926,000Payment
      of stock transfer expenses
                  
                  
                  101,390
                  
                  
                  
                  1,027,390Contributed
      to Ultimate Escapes
                  
                  
                  
                  
                  
                  
                  8,759,463Payment
      of transaction expenses
                  
                  
                  1,728,531Payment
      of equity funding costs
                  
                  
                  1,220,374
                  
                  
                  
                  2,948,905Net
      proceeds
                  
                  
                  
                  
                  
                  $
                  5,810,558




Pro
Forma Balance Sheet after the Acquisition




The
following table presents the unaudited pro forma condensed balance sheet
information of the Company as of September 30, 2009, giving effect to the
Acquisition being accounted for as a reverse merger accompanied by a
recapitalization of the Company as though the Acquisition had occurred on
September 30, 2009. The condensed pro forma balance sheet is presented for
informational purposes only and is not intended to present what the Company’s
financial position would have been had the Acquisition actually occurred on
September 30, 2009 and it is not intended to project the Company’s
financial position as of any future date. The unaudited pro forma condensed
balance sheet information gives effect to (1) the net proceeds Ultimate
Escapes received from SAAC’s trust account and operating funds after the payment
of expenses and fees associated with the transaction; (2) the payment to
SAAC stockholders who converted their shares for cash and the completion of the
forward contracts entered into by the Company to re-purchase from stockholders
in privately negotiated transactions approximately 6.03 million of the
shares of its common stock sold in its initial public offering; (3) the
preliminary estimated fair value of assets received and liabilities assumed from
the acquisition of Private Escapes; and (4) the impact on equity as a
result of the aforementioned items.


9




Pro forma(All numbers in thousands)
                  
                  September 30, 2009Cash
      and cash equivalents
                  
                  $
                  13,961Investments
      held in trust
                  
                  $
                  -Total
      current assets
                  
                  $
                  18,995Total
      assets
                  
                  $
                  226,657Current
      portion of long-term debt
                  
                  $
                  1,053Membership
      fees not yet recognized in income
                  
                  $
                  15,394Total
      current liabilities
                  
                  $
                  44,356Long-term
      debt, net of current portion
                  
                  $
                  121,899Deferred
      member fees and other
                  
                  $
                  11,904Total
      liabilities
                  
                  $
                  255,716Total
      stockholders' deficit
                  
                  $
                  (29,059
                  )Total
      liabilities and stockholders' equity
                  
                  $
                  226,656




Pro
Forma Operating Results reflecting the Acquisition




The following table presents the
unaudited pro forma operating results for the three and nine months ended
September 30, 2009 and 2008. The unaudited pro forma financial information for
the three and nine months
ended September 30, 2009 and 2008 includes the results of operations of
Ultimate Escapes as if the recapitalization had occurred on January 1,
2008, and those of Private Escapes since September 15, 2009, the date of its
acquisition. The pro forma financial information
is presented for informational purposes as the consummation of the business
combination was after the end of the Company's quarter ended September 30,
2009.  The unaudited pro forma results presented include the effects on the weighted average shares
resulting from the recapitalization.


10




Three months endedSeptember 30,
                                      
                                      
                                      Nine months endedSeptember 30,(All numbers in thousands)
                                      
                                      2009(1)
                                      
                                      
                                      2008(1)
                                      
                                      
                                      2009(1)
                                      
                                      
                                      2008(1)Total
      revenues
                                      
                                      $
                                      6,278
                                      
                                      
                                      $
                                      6,375
                                      
                                      
                                      $
                                      23,034
                                      
                                      
                                      $
                                      18,747Net
      income (loss)
                                      
                                      $
                                      (2,640
                                      )
                                      
                                      $
                                      (4,475
                                      )
                                      
                                      $
                                      (4,701
                                      )
                                      
                                      $
                                      (13,674
                                      )Basic
      and diluted net income (loss) per share
                                      
                                      $
                                      (0.31
                                      )
                                      
                                      $
                                      (0.53
                                      )
                                      
                                      $
                                      (0.56
                                      )
                                      
                                      $
                                      (1.63
                                      )Basic
      and diluted weighted average shares (2)
                                      
                                      
                                      8,412
                                      
                                      
                                      
                                      8,412
                                      
                                      
                                      
                                      8,412
                                      
                                      
                                      
                                      8,412





(1)
            GAAP
      revenue recognition.




(2)
            Pro
      forma earnings per share (EPS), basic and diluted, are based on the
      weighted average number of shares of common stock.  Earnings per
      share is computed by dividing income (loss) by the weighted-average number
      of shares of common stock outstanding during the
  periods:





SAAC
      shares after IPO issuance
                      
                      
                      12,500,000SAAC
      shares forfeited by SAAC founders(i)
                      
                      
                      (2,185,295
                      )SAAC
      shares subject to conversion
                      
                      
                      (2,709,261
                      )SAAC
      shares repurchased
                      
                      
                      (6,031,831
                      )Subtotal
      of SAAC shares outstanding
                      
                      
                      1,573,613Shares
      issued as purchase consideration to Ultimate Escapes(ii)
                      
                      
                      7,556,675Less
      escrowed shares (iii)
                      
                      
                      (717,884
                      )Total
      shares(iv)
                      
                      
                      8,412,404





(i)
            The
      founders agreed to retain only 20% of SAAC's outstanding shares thereby
      returning these shares from the 2,500,000 shares they originally purchased
      at founding.


(ii)
            The
      effect of the potential issuance of the 7,000,000 earn-out units to the
      current Ultimate Escapes' equity members is not reflected in these pro
      forma outstanding shares.


(iii)
            The
      717,884 of escrowed shares have not been included in outstanding shares
      for EPS purposes because they are contingently issuable shares that will
      only be released if the conditions of the indemnification agreement are
      met.


(iv)
            Potentially
      dilutive securities of 10,000,000 warrants (included within the units sold
      in the IPO) and 2,075,000 warrants purchased by the founders have been
      excluded from the computation of diluted net income (loss) per share,
      because such warrants would be contingently
  exercisable.


11


4.
Deferred Underwriters’ Discounts and Commissions


In
connection with the Offering in October 2007, the Company agreed to pay the
underwriters of the Offering an underwriting discount of 7% of the gross
proceeds of the Offering. The underwriters were paid 3% of the gross proceeds of
the Offering at closing. Deferred underwriters’ discounts and commissions
amounting to 4% of the gross proceeds of the Offering ($3,200,000) were not
payable unless and until the Company completed a Business Combination. The
underwriters previously waived their right to receive such payment upon the
Company’s liquidation if it was unable to complete a Business Combination and to
forfeit, on a pro rata basis, a portion of their fees related to stockholders
who exercised their right to convert to cash or whose shares were otherwise
redeemed.  Following the consummation of the Acquisition,
$2,247,764 was paid to cover these deferred discounts and
commissions and other costs associated with the Offering, and the
balance not paid of $952,236 has been re-classified, as of September 30, 2009,
to Stockholders’ Equity.


5.
Warrants and Options


On
October 29, 2007, as part of its Offering of Units, the Company sold 10,000,000
warrants to purchase 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 date of the Offering and expiring four years from the date of
the Offering. The Company could redeem 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 was 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.


At the
special meeting of warrantholders held on October 28, 2009 in connection with
the Acquisition, a majority of the warrantholders approved amendments to the
warrants that increased the exercise price to $8.80 per share, increased the
last reported sale price of the common stock at which the Company may require
redemption of the warrants to $15.05 per share, and
extended the expiration date of the warrants to four years from the closing date
of the Acquisition.  These warrant amendments became effective upon
the closing of the Acquisition on October 29,
2009.


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 of the warrants. Additionally, in the event that a
registration statement is not effective at the time of exercise, the holder of
such warrant is not 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.


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 sold in the
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 the 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.


12


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.


At the
special meeting of stockholders of the Company held on October 28, 2009,
the Company’s stockholders approved the adoption of the 2009 Stock Option Plan
(the “Plan”). The Plan provides for the
issuance of a maximum of 1,200,000 shares of common stock in connection with the
grant of options.


A summary
of the Plan was provided in the Proxy Statement in the section entitled “The
Incentive Plan Proposal” beginning on page 132.


6.
Commitments and Related Party Transactions


As of
September 30, 2009, the Company occupied office space provided by an affiliate
of one of the Company’s founders. This affiliate agreed that, until the Company
consummated a Business Combination, it would 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 agreed to pay such
affiliate a total of $7,500 per month for such services. The Company recorded
this fee as rent expense. For the nine month periods ended September 30, 2009
and 2008, and for the period from May 14, 2007 (inception) through September 30,
2009, the Company recorded $67,500, $67,500 and $174,194, respectively, in rent
expense under this agreement.  Upon the consummation of the Acquisition the
Company moved these activities to the personnel and facilities of Ultimate
Escapes, eliminating these expenses.


The
Company’s outside counsel agreed to waive claims against the Trust Account and
to defer a portion of fees incurred until either a Business Combination was
consummated or the Company was liquidated. In exchange for outside counsel
taking this business risk, the Company agreed to reimburse outside counsel for
fees incurred plus a premium in the event a Business Combination is
consummated. Upon the consummation of the Acquisition on October 29,
2009, outside counsel settled all outstanding fees for
$1,474,500.


7.
Preferred Stock


The
Company was initially 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.  Under the
Company’s Second Amended and Restated Certificate of Incorporation, as filed
with the Secretary of State of the State of Delaware on October 29, 2009, the
Company is authorized to issue 20,000,000 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.


On
October 29, 2009 the Company filed with the Secretary of State of the State of
Delaware a Certificate of Designation of Series A Preferred Stock (the
“Certificate of Designation”) designating 14,556,675 shares of its authorized
preferred stock as Series A Preferred Voting Stock (the “Series A Preferred
Voting Stock”). The Certificate of Designation was approved by the Company’s
board of directors.
  13


This new
Series A Preferred Voting Stock is entitled to one vote per share and to vote as
a single class with the common stock on all matters. In addition, the holders of
Series A Preferred Voting Stock have a separate right to vote as a single class
on (a) amendments to the Second Amended and Restated Certificate of
Incorporation that effect a division or combination of the Company’s common
stock unless such amendment proportionately divides or combines the Series A
Preferred Voting Stock, (b) the declaration of any dividend or distribution on
the Company’s common stock (other than in connection with a dissolution and
liquidation) on shares of the Company’s common stock unless a proportionate
dividend or distribution is declared on the Series A Preferred Voting Stock and
(c) a division or subdivision of the Series A Preferred Voting Stock into a
greater number of shares of Series A Preferred Voting Stock or a combination or
consolidation of the Series A Preferred Voting Stock.


The
Series A Preferred Voting Stock is not entitled to receive any liquidation
preference.  In the event of the Company’s liquidation, the holders of
the Series A Preferred Voting Stock are only entitled to receive $0.001 per
share, plus any accrued but unpaid dividends thereon, if any, pari passu with the holders
of shares of the Company’s common stock, and nothing more. The shares of Series
A Preferred Voting Stock are subject to transfer restrictions intended to cause
such shares to be transferred only together with exchangeable units. The holders
of Series A Preferred Voting Stock have no conversion, preemptive or other
subscription rights and there are no sinking fund provisions applicable to the
Series A Preferred Voting Stock.


For each
membership unit of Ultimate Escapes issued to the Ultimate Escapes Owners and
JDI in connection with the consummation of the Acquisition on October 29, 2009,
the Ultimate Escapes Owners and JDI received one share of Series A Voting
Preferred Stock (all of which shares of Series A Voting Preferred Stock were
issued in the name of Mr. Tousignant, as Member Representative). At any time
that any Ultimate Escapes 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.





8.  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 FASB ASC Topic 805.





9. Fair
Value of Financial Instruments





Effective
January 1, 2008 the Company adopted FASB ASC Topic 820, Fair Value Measurements and
Disclosures.  FASB ASC Topic 820 applies to all assets and
liabilities that are being measured and reported on a fair value
basis.  FASB ASC Topic 820 requires 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:




14




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 FASB ASC Topic 820.  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.





September 30, 2009Total
                
                
                Level 1
                
                
                Level 2
                
                
                Level 3Funds
      Held in Trust
                
                $
                79,451,058
                
                
                $
                79,451,058
                
                
                $
                -
                
                
                $
                -





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.





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 Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on October 16, 2009 (the “Proxy Statement”),
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.




15


The
following discussion should be read in conjunction with our unaudited financial
statements and related notes thereto included elsewhere in this
report.
 
 Organization
and History
 The
Company was incorporated in Delaware on May 14, 2007 as a blank check
company for the purpose of acquiring one or more domestic or international
businesses operating in the homeland security industry (“Business
Combination”).
 On
October 29, 2007, the Company completed its initial public offering
(“Offering”), issuing 10,000,000 Units, consisting of one share of common stock
and one warrant, at $8.00 per Unit.  The common stock and warrants
began trading separately on January 18, 2008. Upon the closing of the Offering,
$79,200,000 of the aggregate gross proceeds of $80,000,000 were placed in a
trust account (“Trust Account”) and invested in United States government
securities, pending completion of a Business Combination.  The
investments in the Trust Account are accounted for as trading securities and are
recorded at their market value of $79,451,058 at September 30, 2009. The net
proceeds of the Offering not held in the Trust Account were permitted
to be used to pay for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative expenses.
Additionally, an aggregate of $1,000,000 of interest earned on the Trust Account
balance was released to the Company to fund working capital requirements and an
additional $150,000 of interest earned was released to the Company to repay a
loan made to the Company by Secure America Acquisition Holdings, LLC.
Additional funds were also released to fund tax obligations.
 The
Company’s Certificate of Incorporation provided that the Company would continue
in existence only until 24 months from the date of the Offering and if the
Company had not consummated a Business Combination by October 29, 2009, the
Company would be dissolved and the funds in the Trust Fund distributed pro rata
to shareholders. Following a special meeting of the Company’s stockholders and
warrantholders on October 28, 2009, on October 29, 2009, the Company consummated
a Business Combination, as described below under “Business
Combination.”  Effective
upon the consummation of the Business Combination, SAAC changed its name to
Ultimate Escapes, Inc.
 Previously,
in the event that stockholders owning 30% or more of the shares sold in the
Offering voted against a proposed Business Combination, the proposed Business
Combination would not be consummated and any stockholder who voted against the
Business Combination could demand that the Company convert his or her shares to
cash, based on a pro rata portion of the Trust Fund. Accordingly, stockholders
holding up to 2,999,999 shares sold in the Offering could seek conversion of
their shares in the event of a Business Combination. Accordingly, a portion of
the proceeds of the Offering (29.99% of the amounts placed in the Trust Account
other than those related to deferred underwriters’ discounts and commissions)
were previously classified as common stock subject to possible
conversion in the Company’s balance sheet 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,
was recorded as deferred interest.


16


In
connection with the stockholder approval of the Acquisition described below,
holders of 2,709,261 shares elected to convert their shares to
cash.  Accordingly, the amount classified as common stock subject to
conversion has been adjusted as of September 30, 2009 to reflect the number of
shares and the amount subsequently paid from the Trust Fund to such shareholders
on conversion of their shares.
 In
addition to the above conversions, in connection with the Acquisition, the
Company entered into forward contracts to purchase 6,031,831 shares of common
stock for an aggregate consideration of $48,138,840.  As of September
30, 2009, that amount, which was subsequently paid from funds previously held in
the Trust Fund on settlement of the forward contracts, has been re-classified
from Stockholders’ Equity.
 
 Business
Combination
  On
October 29, 2009, SAAC consummated a business combination with Ultimate Escapes
Holdings, LLC, a Delaware limited liability company (“Ultimate Escapes”),
pursuant to a Contribution Agreement dated September 2, 2009, by and among SAAC,
Ultimate Escapes, Ultimate Resort Holdings, LLC, a Delaware limited liability
company (“Ultimate Resort”), and James M. Tousignant, in his capacity as the
representative of the holders of the issued and outstanding membership interests
of Ultimate Escapes and Ultimate Resort), as amended by Amendment No. 1 dated
October 28, 2009 (the “Contribution Agreement”), whereby Ultimate Escapes became
a subsidiary of SAAC (the “Acquisition”).  Effective upon the
consummation of the Acquisition, SAAC changed its name to Ultimate Escapes,
Inc.
  The
material terms of the Contribution Agreement, as well as a description of the
Acquisition, were previously disclosed in the Proxy Statement, in the sections
entitled “The Acquisition Proposal” beginning on page 73 and “The Contribution
Agreement and Other Acquisition Agreements” beginning on page 89, and in the
Forms 8-K filed by the Company with the Securities and Exchange Commission on
October 29, 2009 and November 4, 2009.
  Pursuant
to the terms of the Contribution Agreement, the Company received 1,232,601
membership units of Ultimate Escapes.  Ultimate Resort and Private
Escapes Holdings, LLC (the “Ultimate Escapes Owners”) and JDI Ultimate, L.L.C.
(“JDI”) retained the
remaining 7,556,675 membership units of Ultimate Escapes, which, under the terms
of the Operating Agreement described below may be converted on a one-to-one
basis into shares of the Company’s common stock.   Of such
retained units, 717,884 units were deposited into escrow at the closing of the
Acquisition to secure the indemnification obligations of the Ultimate Escapes
Owners to the Company. Additionally, the Ultimate Escapes Owners and JDI are
eligible to receive up to an aggregate of 7,000,000 additional membership units
of Ultimate Escapes, convertible on a one-to-one basis into shares of the
Company’s common stock, upon the achievement by the Company of certain
Adjusted EBITDA milestones, as set forth in the Operating
Agreement.  For each membership unit of Ultimate Escapes issued to
Ultimate Escapes Owners or JDI the Member Representative will also receive
one share of Series A Voting Preferred Stock of the Company.  At any
time that any Ultimate Escapes Owner or JDI 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.  Of the
7,556,675 membership units of Ultimate Escapes issued to the Ultimate Escapes
Owners and JDI on October 29, 2009, 377,834 membership units were issued to
Ultimate Resort in consideration of certain tax liabilities incurred by Ultimate
Resort and its members in connection with the Acquisition. Upon consummation of
the Acquisition, Ultimate Escapes became a subsidiary of the Company, and the
business and assets of Ultimate Escapes and its subsidiaries are its only
operations.
 
 17
  In
connection with the Acquisition, the Company entered into forward contracts
to purchase 6,031,831 shares of its common stock sold in its initial public
offering in privately negotiated transactions from stockholders who would
otherwise have voted against the Acquisition, for an aggregate purchase
price of $48,138,840.  The closing of such purchases was
settled immediately following the closing out of the funds that were
held in the Company’s trust account and were released as a result of
the consummation of the Acquisition.  In connection with such
purchases, the Company paid a fee to a fund managed by Victory Park
Capital Advisors, LLC of $123,974 for purchasing an aggregate
of 1,561,380 shares from stockholders who would otherwise have voted
against the Acquisition and exercised their conversion rights.
  In
connection with the Acquisition, on October 29, 2009, SAAC, Ultimate Escapes,
Ultimate Resort, JDI and Private Escapes Holdings, LLC entered into an Amended
and Restated Operating Agreement of Ultimate Escapes (the “Operating
Agreement”), which provides for the management of Ultimate Escapes after the
consummation of the Acquisition.
  The
Acquisition will be accounted for as a reverse merger, whereby Ultimate Escapes
will be the continuing entity for financial reporting purposes and will be
deemed, for accounting purposes, to be the acquirer of SAAC. In accordance with
the applicable accounting guidance for accounting for a business combination as
a reverse merger, Ultimate Escapes is deemed to have undergone a
recapitalization, whereby it is deemed to have issued equity units to
SAAC's common equity holders. Accordingly, although the Company, as the parent
company of Ultimate Escapes, will be deemed to have legally acquired Ultimate
Escapes, in accordance with the applicable accounting guidance for accounting
for a business combination as a reverse merger, Ultimate Escapes’ assets and
liabilities will be recorded at their historical carrying amounts (subject to
the recording of Private Escapes assets and liabilities at fair value, as a
result of the acquisition of those assets by Ultimate Escapes as described
below), with no additional goodwill or other intangible assets recorded as a
result of the accounting merger of Ultimate Escapes with SAAC.  The
effects of recording the accounting for the reverse merger (which occurred on
October 29, 2009) are not reflected in our condensed financial statements as of
September 30, 2009 but the pro forma effects as of that date are discussed in
Note 3 of the condensed financial statements.
  Prior to
the Acquisition, on September 15, 2009, Ultimate Resort contributed all of its
assets and liabilities to its wholly-owned subsidiary Ultimate Escapes, in
exchange for a majority ownership interest in Ultimate Escapes. The exchange of
Ultimate Resort’s assets and liabilities was accounted for as a transaction
between entities under common control, with no change in the basis of its assets
and liabilities. For accounting purposes, Ultimate Resort was deemed to have
undergone a recapitalization, whereby it was deemed to have issued
equity units in Ultimate Escapes to its two owners, Ultimate Resort and
JDI. Contemporaneously, Private Escapes contributed certain of its club
properties, club members and other assets to Ultimate Escapes in exchange for
a minority equity interest in Ultimate Escapes. The contribution of assets
by Private Escapes to Ultimate Escapes was accounted for under the acquisition
method of accounting in accordance with FASB Topic ASC 805.   See
the Proxy Statement for additional information on this business
combination.  The operations of Private Escapes are included in the
pro forma financial information from the date of acquisition.
  18
  Results
of Operations





Three
month period ended September 30, 2009 compared with the three month period ended
September 30, 2008




For the three month period ended
September 30, 2009 and September 30, 2008, we had total income of $13,546 and
$335,599, respectively, consisting of net interest income on investments held in
trust and on cash balances maintained. The decrease in income in 2009 compared
with 2008 was due primarily 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 September 30, 2009 were $167,460 resulting in a net loss of
$153,914 for this period. Total expenses for the three month period ended
September 30, 2008 were $184,087, consisting of $89,257 in operating expenses
and $94,830 in income tax expense.  We had net income of $151,512 for
this period.





Nine
month period ended September 30, 2009 compared with the nine month period ended
September 30, 2008





For the
nine month periods ended September 30, 2009 and September 30, 2008, we had total
income of $113,803 and $1,230,354, respectively, consisting of net interest
income on investments held in trust and on cash balances maintained. The
decrease in income in 2009 compared with 2008 was due primarily to a significant
decline in interest rates, which reduced the interest earned on investments held
in trust.





Total expenses for the nine month
period ended September 30, 2009 were $379,198, consisting of $454,099 in
operating expenses and an income tax benefit of ($74,901).  We had a
net loss of $265,395 for this period. Total expenses for the nine month period
ended September 30, 2008 were $769,842, consisting of $480,564 in operating
expenses and $289,278 in income tax expense.  We had net income of
$460,512 for this period.





Period
from May 14, 2007 (inception) through September 30, 2009





For the
period from May 14, 2007 (inception) through September 30, 2009, we had total
income of $1,932,589, consisting of net interest income on investments held in
trust and on cash balances maintained. The
interest income is stated net of interest income allocated to common shares that
may be subject to conversion to cash at the time a Business Combination
occurs.





Total
expenses for this period were $1,486,414, consisting of $1,097,727 in formation
and operating expenses and $388,686 in income tax expense.  We had net
income of $446,176 for this period.




19





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 to be used to pay the underwriters a deferred fee (or to be paid
to public stockholders who elected 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.





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.   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 September 30, 2009, we had
drawn $1,756,826 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.





As a
result of the Acquisition, the Company contributed its net cash (described
above) to Ultimate Escapes.  Below is a summary of the material
financing agreements of Ultimate Escapes.  Management believes that
the proceeds from the acquisition and the loan agreements described below are
sufficient to support its operations for the next twelve months.





CapitalSource
Revolving Credit Line





The
Company succeeded to an existing revolving line of credit between Ultimate
Resort and CapitalSource for borrowings up to the lesser of a defined maximum
amount or a defined borrowing base amount. The maximum amount available is $110
million through December 31, 2009, $108 million from January 1, 2010 through
June 30, 2010, $105 million from July 1, 2010 through December 31, 2010 and $100
million from January 1, 2011 to the maturity date of April 30, 2011. The
borrowing base amount is a percentage of the appraised value of all owned
property encumbered by a mortgage in favor of CapitalSource. Through March 31,
2010, that percentage is 75%, from April 1, 2010 through December 31, 2010 it is
70% and from January 1, 2011 it is 65%.





Interest
under the loan agreement is calculated on the actual days elapsed and the basis
of a 360 day year and is payable monthly at the three-month LIBOR (approximately
0.28% at November 1, 2009) plus 5% per annum, subject to a floor of
8.75%.  An exit fee of $1.65 million is due on maturity or earlier if
the loan is terminated for any reason. The maturity date may be extended at
Ultimate Escapes’ request for two additional one year periods, provided there is
no default under the loan agreement and on payment of an extension fee of 0.25%
of the then maximum loan amount of $100 million. Except for payments required on
the sale of a mortgaged property, no principal payments are due until maturity
on April 30, 2011, except required cash payments of $2 million on December 31,
2009 (which has already been met), $3 million on June 30, 2010 and $5 million on
December 31, 2010. If Ultimate Escapes exercises one or both of the extension
options, cash payments are required of $5 million on each of June 30, 2011,
December 31, 2011, June 30, 2012 and December 31, 2012. Ultimate Escapes may
voluntarily prepay any part of the loan at any time but may terminate the loan
agreement only by providing 30 days written notice and prepaying outstanding
amounts in full.




20





Ultimate
Escapes is required to meet certain covenants as defined in the loan agreement,
including:




•
              Maintain
      either (1) a restricted cash balance of not less than six months debt
      service, or (2) a debt service coverage ratio of 1.25 to 1.00, based on
      the ratio of Adjusted EBITDA for the immediately preceding 12 calendar
      months, to debt service (excluding balloon maturities of indebtedness) on
      a consolidated basis for the immediately preceding 12 calendar
      months;
 
 •
              Maintain
      a leverage ratio between debt and consolidated tangible net worth of no
      more than 3.5:1;
 
 •
              Remain
      in compliance at all times with applicable requirements as to ratio of the
      number of properties to members or “equivalent members”, as set forth in
      the applicable club membership
plans;
 
 •
              For
      the years ending December 31, 2009 and 2010, the consolidated net loss
      must not exceed $10,000,000 and $5,000,000, respectively, and for the year
      ending December 31, 2011 and each succeeding year, the consolidated net
      income must be not less than $1;
and
 
 •
              The
      debt ratio (aggregate mortgage financing to the aggregate appraised value
      for all owned property) on a consolidated basis must not exceed
      80%.




In
addition to various covenants, the CapitalSource loan agreement contains
customary events of default that would permit CapitalSource to accelerate
repayment of amounts outstanding, including failure to pay any amounts
outstanding under the loan agreement when due, insolvency, judgment or
liquidation, failure to pay other borrowed money in excess of $500,000, failure
to comply with the terms and conditions of the loan agreement, suspension of the
sale of club memberships, termination of any club or club membership plan,
failure to pay (without CapitalSource’s consent) any amounts due to a resigning
club member in accordance with the terms of his or her club membership agreement
and a change in Ultimate Escapes’ management (as defined in the loan
agreement).  In addition, a portion of the collateral of the loan
consists of all of the outstanding units of Ultimate Escapes which were pledged
by the Company, JDI and the Ultimate Escapes Owners in connection with the
consummation of the Acquisition.


21


JDI
Second Mortgage





On April
30, 2007, Ultimate Resort along with other borrowers issued a $10,000,000 note
payable to JDI, which at the time was a minority owner of Ultimate Resort and is
now a member of Ultimate Escapes (the “JDI Second Mortgage”).  The JDI
Second Mortgage has a ten year term, with interest payable quarterly at 5% per
annum and no principal payments are due until maturity on April 30, 2017. The
JDI Second Mortgage, which is subordinate to the revolving loans from
CapitalSource, is collateralized by a second security interest in the assets of
the borrowers and in certain real property.





On
October 29, 2009, JDI released Ultimate Resort from its obligations under the
JDI Second Mortgage, and concurrently assigned its interest in the JDI Second
Mortgage, as lender, to Ultimate Resort.  The financial terms of the
note remain unchanged.





Kederike
Loan Agreement




Private
Escapes Pinnacle, LLC, a subsidiary of Private Escapes (which was acquired by
Ultimate Escapes on September 15, 2009), borrowed $3.75 million from Kederike,
LLC (“Kederike”), an entity in which Richard Keith, our Chairman, is a 50%
owner, pursuant to a loan agreement dated June 1, 2006, as subsequently amended.
The loan proceeds were used to pay a portion of the purchase price for the
acquisition of four properties. Interest accrues on the loan at a rate equal to
1.5 percentage points over the interest rate applicable to the primary bank loan
financing the acquisition of the properties. In addition, Kederike was paid a
loan fee of $250,000 that was earned upon origination, has been paid loan
extension and similar fees totaling $86,806, and is entitled to receive, upon
the earlier of the sale of a property or the request of Kederike commencing
three years after the acquisition of the property, 50% of the then-current fair
market value of the property, less (i) the original purchase price of the
property and (ii) 2.5% of such fair market value. The total amount of interest
paid under the loan was $477,916 through June 30, 2009. The maturity date of the
loan was October 15, 2009; however, the parties are in the process of
negotiating an extension of the maturity date.





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.




Unaudited Adjusted GAAP Pro Forma Operating Results of
Ultimate Escapes


Ultimate
Escapes uses an adjusted revenue calculation as an integral part of its internal
financial management reporting and planning process, based on adjusted GAAP
revenue recognition. The non-refundable portion of new membership fees (member
initiation fees) is recognized over the first 18 months of membership, with
the remaining membership fee amortized over 10 years, rather than the full
amount of the membership fee (including the non-refundable portion) being
recognized over the ten-year expected life of the membership, as is reflected in
Ultimate Escapes’ GAAP financial statements. Club members cannot resign
within the first 18 months of membership. Because the member initiation fee
is non-refundable, Ultimate Escapes believes that treating the non-refundable
initiation fee as earned over that 18 month period better reflects the actual
performance of the business and the actual contractual terms of its membership
plan.
  Three months ended
                          
                          
                          Nine months endedSeptember 30,
                          
                          
                          September 30,(All numbers in thousands)
                          
                          2009(1)
                          
                          
                          2009(2)
                          
                          
                          2009(1)
                          
                          
                          2009(2)Total
      revenues
                          
                          $
                          6,278
                          
                          
                          $
                          9,653
                          
                          
                          $
                          23,034
                          
                          
                          $
                          33,346Net
      income (loss)
                          
                          $
                          (2,640
                          )
                          
                          $
                          556
                          
                          
                          $
                          (4,701
                          )
                          
                          $
                          3,186Basic
      and diluted net income (loss) per share
                          
                          $
                          (0.31
                          )
                          
                          $
                          0.07
                          
                          
                          $
                          (0.56
                          )
                          
                          $
                          0.38Basic
      and diluted weighted average shares (3)
                          
                          
                          8,412
                          
                          
                          
                          8,412
                          
                          
                          
                          8,412
                          
                          
                          
                          8,412
  (1)
              GAAP
      revenue recognition.
 
 (2)
              Adjusted
      GAAP revenue recognition.
  (3)
              Pro
      forma earnings per share (EPS), basic and diluted, are based on the
      weighted average number of shares of common stock.  Earnings per
      share is computed by dividing income (loss) by the weighted-average number
      of shares of common stock outstanding during the
  periods:
 
 SAAC
      shares after IPO issuance
                        
                        
                        12,500,000SAAC
      shares forfeited by SAAC founders(i)
                        
                        
                        (2,185,295
                        )SAAC
      shares subject to conversion
                        
                        
                        (2,709,261
                        )SAAC
      shares repurchased
                        
                        
                        (6,031,831
                        )Subtotal
      of SAAC shares outstanding
                        
                        
                        1,573,613Shares
      issued as purchase consideration to Ultimate Escapes(ii)
                        
                        
                        7,556,675Less
      escrowed shares (iii)
                        
                        
                        (717,884
                        )Total
      shares(iv)
                        
                        
                        8,412,404
 
 (i)
              The
      founders agreed to retain only 20% of SAAC's outstanding shares thereby
      returning these shares from the 2,500,000 shares they originally purchased
      at founding.
 (ii)
              The
      effect of the potential issuance of the 7,000,000 earn-out units to the
      current Ultimate Escapes' equity members is not reflected in these pro
      forma outstanding shares.
 (iii)
              The
      717,884 of escrowed shares have not been included in outstanding shares
      for EPS purposes because they are contingently issuable shares that will
      only be released if the conditions of the indemnification agreement are
      met.
 (iv)
              Potentially
      dilutive securities of 10,000,000 warrants (included within the units sold
      in the IPO) and 2,075,000 warrants purchased by the founders have been
      excluded from the computation of diluted net income (loss) per share,
      because such warrants would be contingently
  exercisable.


Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





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




22





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 officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures as of September 30,
2009. Based on that evaluation, our principal executive officer 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.





PART
II.                      OTHER
INFORMATION





Item
1. Legal Proceedings





As of
September 30, 2009, we are not subject to any material legal
proceedings.  From time to time, however, we and/or our subsidiaries
may become involved in litigation and other legal proceedings relating to claims
arising from our operations in the normal course of business, including claims
involving membership disputes.





Item
1A. Risk Factors





As a
smaller reporting company, we are not required to provide information required
by this item.  However,
in addition to the other information set forth in this report, you should
carefully consider the factors discussed in the section titled “Risk Factors” in
the Proxy Statement, which are incorporated herein by reference. These risk
factors could materially affect our business, financial condition or future
results.





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
during the period covered by this Report.  However, see the Proxy
Statement and the Company’s  Current Reports on Form 8-K filed with the
Securities and Exchange Commission on October 29, 2009 and November 4, 2009
concerning the Company’s special meeting of stockholders and warrantholders held
on October 28, 2009.





Item
5. Other Information





None.




23





Item
6. Exhibits





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




Exhibit
                
                Description3.1
                
                Amended
      and Restated Certificate of Incorporation(1)3.2
                
                Second
      Amended and Restated Certificate of Incorporation(2)3.3
                
                Certificate
      of Designation of Series A Preferred Stock(2)3.4
                
                Bylaws(3)10.1
                
                Contribution
      Agreement, by and among Secure America Acquisition Corporation, Ultimate
      Resort Holdings, LLC, Ultimate Escapes Holdings, LLC and the member
      representative of Ultimate Escapes Holdings, LLC, dated as of September 2,
      2009(4)10.2
                
                Founders
      Letter Agreement, by and among Secure America Acquisition Holdings, LLC,
      S. Kent Rockwell, Asa Hutchinson, Philip A. McNeill, Brian C. Griffin,
      Mark A. Frantz, Ultimate Escapes Holdings, LLC and Secure America
      Acquisition Corporation, dated as of August 31, 2009(4)31.1
                
                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 September 30,
    2009.31.2
                
                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 September 30,
    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 Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.
 
 (1)
              Incorporated
      by reference to the Company’s registration statement on Form S-1/A filed
      on October 12, 2007 (File No.
333-144028).
 (2)
              Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on November
      4, 2009.
 (3)
              Incorporated
      by reference to the Company’s registration statement on Form 8-A filed on
      October 15, 2007.
 (4)
              Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on
      September 3, 2009.


24




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.




ULTIMATE
      ESCAPES, INC.Date:
      November 23, 2009
                By:
                /s/ James M. TousignantJames M. Tousignant, Chief Executive Officer(Principal Executive Officer and Authorized
  Officer)




25




EXHIBIT
INDEX


Exhibit
                  
                  Description3.1
                  
                  Amended
      and Restated Certificate of Incorporation(1)3.2
                  
                  Second
      Amended and Restated Certificate of Incorporation(2)3.3
                  
                  Certificate
      of Designation of Series A Preferred Stock(2)3.4
                  
                  Bylaws(3)10.1
                  
                  Contribution
      Agreement, by and among Secure America Acquisition Corporation, Ultimate
      Resort Holdings, LLC, Ultimate Escapes Holdings, LLC and the member
      representative of Ultimate Escapes Holdings, LLC, dated as of September 2,
      2009(4)10.2
                  
                  Founders
      Letter Agreement, by and among Secure America Acquisition Holdings, LLC,
      S. Kent Rockwell, Asa Hutchinson, Philip A. McNeill, Brian C. Griffin,
      Mark A. Frantz, Ultimate Escapes Holdings, LLC and Secure America
      Acquisition Corporation, dated as of August 31, 2009(4)31.1
                  
                  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 September 30,
    2009.31.2
                  
                  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 September 30,
    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 Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002.
 
 (1)
                Incorporated
      by reference to the Company’s registration statement on Form S-1/A filed
      on October 12, 2007 (File No.
333-144028).
 (2)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on November
      4, 2009.
 (3)
                Incorporated
      by reference to the Company’s registration statement on Form 8-A filed on
      October 15, 2007.
 (4)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on
      September 3, 2009.
  26