UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-QSB/A
(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, 2006
o Transition
report under Section 13 or 15(d) of the Exchange Act
For
the
transition period from _____________ to _____________
Fortress
America Acquisition Corporation
(Exact
Name of Small Business Issuer as Specified in Its Charter)
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Delaware
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20-2027651
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(State
or other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer Identification
No.)
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4100
North Fairfax Drive, Suite 1150
Arlington,
Virginia 22203-1664
(Address
of Principal Executive Office)
(703)
528-7073
(Issuer’s
Telephone Number, Including Area Code)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes
x
No o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
x No
o
As
of
August 1, 2006, 9,550,000 shares of common stock, par value $.0001 per share,
were issued and outstanding.
Transitional
Small Business Disclosure Format (check
one): Yes o No
x
Explanatory
Note
This
Quarterly Report on Form 10-QSB/A is being filed as Amendment Number 1 to our
Quarterly Report on Form 10-QSB, which was originally filed with the Securities
and Exchange Commission (‘‘SEC’’) on November 13, 2006. We are filing this Form
10-QSB/A only to amend Item 3 (Controls and Procedures).
In
addition, we are also including currently dated Sarbanes Oxley Act Section
302
and Section 906 certifications of the Chief Executive Officer and Principal
Executive and Financial and Accounting Officer that are attached to this Form
10-QSB/A as Exhibits 31 and 32.
Pursuant
to SEC Rule 12b-15, this Form 10-QSB/A only amends and restates the Item
described above and includes as Exhibits 31 and 32 the certifications referenced
above. The balance of the September 30, 2006 Form 10-QSB is not included. No
attempt has been made to modify or update other disclosures presented in our
September 30, 2006 Form 10-QSB. Accordingly, except for the foregoing amended
information, this Form 10-QSB/A continues to speak as of November 13, 2006
(the
original filing date of the September 30, 2006 Form 10-QSB), and does not
reflect events occurring after the filing of our September 30, 2006 Form 10-QSB
and does not modify or update those disclosures affected by subsequent events.
Forward looking statements made in the September 30, 2006 Form 10-QSB have
not
been revised to reflect events, results or developments that have become known
to us after the date of the original filing, and such forward looking statements
should be read in their historical context.
ITEM
3. CONTROLS AND PROCEDURES.
We
carried out an evaluation, under the supervision and with the participation
of
our management, including our chief executive officer, of the effectiveness
of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the
Securities Exchange Act of 1934) as of September 30, 2006. Based on that
evaluation, our chief executive officer concluded that our disclosure controls
and procedures were 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. Our chief executive officer further
concluded that our controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed
by
us in reports we file or submit under the Securities Exchange Act of 1934 is
accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
During
the most recently completed fiscal quarter, there was 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.
PART
II.
ITEM
6: EXHIBITS
(a)
Exhibits:
31
Section
302 Certification by Principal Executive and Financial Officer
32
Section
906 Certification by Principal Executive and Financial Officer
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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FORTRESS
AMERICA ACQUISITION CORPORATION |
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By: |
/s/
Harvey L.
Weiss
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Harvey Weiss |
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Chief
Executive Officer |
Dated:
December 15, 2006
EXHIBIT
INDEX
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Exhibit
Number
|
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Description of
Document |
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31
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Section 302 Certification by Principal
Executive and Financial Officer |
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32
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Section 906 Certification by Principal
Executive and Financial Officer |