The following discussion should be read in conjunction with our financial statements and related notes thereto contained in this annual report on Form 10-K.

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

Results of Operations

For the year ended December 31, 2008

For the year ended December 31, 2008, we had total income of $1,272,409, consisting of net interest income on investments held in trust and on cash balances maintained. Total expenses for this period were $839,581, consisting of $548,318 in formation and operating expenses and $291,263 in income tax expense. We had net income of $432,828 for the period.

For the period from May 14, 2007 (inception) through December 31, 2007

For the period from May 14, 2007 (inception) through December 31, 2007, we had total income of $546,377, consisting of net interest income on investments held in trust and on cash balances maintained. Total expenses for this period were $267,634, consisting of $95,310 in formation and operating expenses and $172,324 in income tax expense. We had net income of $278,743 for the period.

For the period from May 14, 2007 (inception) through December 31, 2008

For the period from May 14, 2007 (inception) through December 31, 2007, we had total income of $1,818,786, consisting of net interest income on investments held in trust and on cash balances maintained. Total expenses for this period were $1,107,215, consisting of $643,628 in formation and operating expenses and $463,587 in income tax expense. We had net income of $711,571 for the period.

Liquidity and Capital Resources

The reconciliation of investments held in the trust as of December 31, 2008 and 2007 is as follows:

                                      December 31, 2008        December 31, 2007

Contribution to trust                 $        79,200,000     $        79,200,000
Interest income received                        1,856,031                 546,371
Withdrawals to fund loan repayments              (150,000 )              (100,000 )
Withdrawals to fund income taxes                 (581,826 )                     -
Withdrawals to fund operations (a)               (994,000 )              (180,000 )
Total investments held in trust       $        79,330,205     $        79,466,371

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

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. All such net proceeds were placed in the trust account. An additional amount equal to 4.0% of the gross proceeds of our initial public offering, or $3,200,000, was also placed in the trust account and will be used to pay the underwriters a deferred fee (or paid to public stockholders who elect to convert their common stock in connection with our initial business combination, as the case may be) upon the consummation of our initial business combination, and will not be available for our use to acquire a target business. We expect that most of the amounts held in the trust account will be used as consideration to pay the sellers of a target business or businesses with which we ultimately complete a business combination. We will use substantially all of the net proceeds of our initial public offering not in the trust account to acquire, or acquire control of, a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the amounts held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business.

We believe that the maximum $1,000,000 of interest earned (net of taxes) on the trust account balance that may be released to us as well as amounts necessary for our income tax obligations, will be sufficient to allow us to operate until October 23, 2009, assuming that a business combination is not consummated during that time. Over this time period, we anticipate making the following expenditures:

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

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

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

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

· approximately $170,000 for general working capital that will be used for miscellaneous expenses and reserves, including approximately $130,000 for director and officer liability and other insurance premiums, finders' fees, consulting fees or other similar compensation, potential deposits, down payments or funding of a "no-shop" provision with respect to a particular business combination.

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

Through December 31, 2008, we have drawn $994,000 of the funds that may be used by us from the trust account to fund working capital requirements and to repay loans made to us.

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