Item 2.02 Results of Operations and Financial Conditions
On November 6, 2008, SM&A, a Delaware corporation, held a conference call to discuss its third quarter ended September 30, 2008 financial results. A copy of the conference call transcript is furnished as Exhibit 99.1 to this report. Information Regarding Solicitation of Proxies In connection with the proposed transaction, the Company will file proxy materials with the SEC relating to the solicitation of proxies to vote at a special meeting of stockholders to be called to approve the proposed transaction. The definitive proxy statement will be mailed to the stockholders of the Company in advance of the special meeting. Stockholders of the Company are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about the proposed transaction. Stockholders may obtain a free copy of the proxy statements and any other relevant documents (when available) at the SEC's web site at http://www.sec.gov. The definitive proxy statements and these other documents will also be available on the Company's website (www.smawins.com) and may be obtained free from the Company by directing a request to SM&A, Attn:
Investor Relations, 4695 MacArthur Court, 8th Floor, Newport Beach, CA 92660. Participants in the Solicitation
SM&A and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from SM&A stockholders with respect to the proposed merger described above. Information regarding the officers and directors of SM&A is included in its definitive proxy statement for its 2008 annual meeting filed with the SEC on April 18, 2008. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.
Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 99.1 Third Quarter ended September 30, 2008 Earnings Conference Call Transcript dated November 6, 2008.

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