SecProbe.io

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MAIL STOP 0511

	May 25, 2005

Mr. Harvey L. Weiss
President and Chief Executive Officer
Fortress America Acquisition Corporation
3 Bethesda Metro Center
Suite 700
Bethesda, MD  20814

Re:	Fortress America Acquisition Corporation
Registration Statement on Form S-1
File No. 333-123504
Amendment No. 1 Filed April 8, 2005

Dear Mr. Weiss,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Prior to the effectiveness of this registration statement, the
staff requests that we be provided with a copy of the letter or a
call from the NASD that the NASD has finished its review and has
no
additional concerns regarding the underwriting arrangements in
this
offering.

2. In the context of whether the company has had contact with
potential acquisition candidates, please disclose and detail any
contacts between the company and any third party concerning a
proposed business transaction.  In this context, we are looking at
any and all contacts regarding one or more potential business
combination transactions taking place between the company, or its
officers, directors, promoters, stockholders, affiliates, agents
or
representatives with any third party.  This includes both contacts
initiated by the company as well as those initiated by someone
else.
Please note in particular that we are not seeking simply whether a
potential business combination candidate has been "selected," but
are
looking more to the type, nature and results to date of any and
all
diligence, discussions, negotiations and/or other similar
activities
undertaken, whether directly by the company or an affiliate
thereof,
or by an unrelated third party, with respect to a business
combination transaction involving the company.  We may have
further
comment.

3. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their conversion rights due to the fact
that
the amount available to such stockholders (approximately $5.38 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($6.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their conversion rights since their existing shares have
an
effective purchase price of $0.0143  per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be less that the
conversion price of approximately $5.38 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

4. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid to the existing stockholders and/or officers and directors in
this offering.  We may have further comment.

5. Please name all promoters of the company.  Refer to the
definition
of "promoter" in Rule 405 of Regulation C.

6. Provide, in an appropriate place, a discussion of the research
and/or diligence undertaken or to be undertaken concerning the
homeland security industry including, but not limited to the
industry
itself as well as the segments within the industry, the primary
factors in the industry and segment which make an potential
acquisition desirable/undesirable, the existence, number of and
characteristics of the potential acquisition candidates within
each
segment, and the likelihood or probability for success of a
proposed
business combination transaction within each industry segment.

7. Please clarify with disclosure in an appropriate place whether
the
funds not held in trust could be used as a down payment or a
lockup
in a proposed business combination.  To the extent they can,
explain
how ongoing expenses will be satisfied and include appropriate
line
item disclosure in the Use of Proceeds section identifying such
use.
In addition, to the extent the funds not held in trust could be
used
for such purpose, the summary and risk factor disclosure should
make
clear that in the event of a breach by the company, these funds
would
be forfeited, the company would no longer be able to conduct due
diligence or other similar operations without additional
financing,
and that without additional financing, holders could lose on their
investment in the units.

8. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.

Prospectus Summary, page 1

9. Discuss, on page 2 under "The Offering", and elsewhere in the
prospectus as appropriate, the material factors that Sunrise
Securities Corp. will consider in determining whether to allow the
common stock and warrants to begin trading separately prior to the
90th day after the date of the prospectus.

10. Please note, here or in another appropriate place, whether the
company plans to amend its 8-K filing to provide an audited
balance
sheet to reflect the exercise of the over-allotment option if such
exercise does not take place prior to the filing of the 8-K to
reflect the consummation of the offering.

11. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Sunrise Securities as a result of the exercise of the
Underwriters` option, and if so, discuss the conflicts of interest
that result from Sunrise Securities having the right to consent
before the company can exercise its redemption rights.
Alternatively, if such warrants are not included, discuss the
reasons
why such warrants are not included.

12. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $8.50 per share or more and weekly
trading to equal at least 200,000 shares for the prior two
calendar
weeks in order for the redemption rights to apply.

13. Provide, here and elsewhere in the prospectus as appropriate,
a
definition for the term "public shareholder" as used by the
company
with respect to this offering.  In this context, please discuss in
particular whether this term would include the "existing
shareholders" of the company and/or their affiliates, in the case
of
shares held by such persons that are acquired in the offering, or
pursuant to open market purchases of units, common stock or
warrants.

14. Briefly detail, here or elsewhere in the prospectus as
appropriate, the "certain limited exceptions" to the requirement
that
all existing stockholders` shares shall not be transferable during
the escrow period and cannot be released from escrow for three
years
from the date of the prospectus.

Risk Factors, page 7
15. You should present as risk factors only those that represent a
material risk to Fortress America or investors in this offering.
Do
not include risk factors that could apply to any issuer or to any
other offering.  Each factor must also explain how it applies to
your
company or your offering.  For example, the twenty-sixth risk
factor
is generic in nature.  This risk factor should be revised,
deleted,
or moved to another section of the prospectus as appropriate.

16. In the ninth risk factor, as well as numerous other places in
the
prospectus, you make reference to the fact that it is the
company`s
expectation that the current management will remain associated
with
the company after the consummation of the business combination.
Detail how the company intends to accomplish this, referencing the
necessary transaction structure, valuation determinations,
exchange
ratios, and other contingencies which must be addressed and
structured so as to ensure that the company`s management will be
able
to maintain its position with the company post-business
combination.

17. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently and recently (i.e.,
within
the last three years) in the market place, disclose the number of
such transactions which have found business combination candidates
and have consummated such transaction, respectively, and the
impact
competition by such entities could have on your ability to locate
a
target and successfully complete a business combination.  In
addition, please address the aggregate amount of offering proceeds
that currently sit in escrow.

Proposed Business, page 21

Introduction

18. To the extent that the company has prioritized the industries
segments with respect to preference for conducting a combination
transaction, provide disclosure of such preferences, including a
discussion of the reasons for such preferences from the company`s
standpoint.

19. Disclose in an appropriate place the extent to which the
company
will be required to have special licensing and/or training to own
and
operate business which constitute the homeland security industry
and
to extent that such obligations do exist, provide detail of such
obligations and the costs associated with such compliance.

Effecting a Business Combination

20. In light of the company`s requirement that any acquisition
must
be of a company with a fair market value equal to at least 80% of
the
company`s net assets, discuss how the company would be able to
effectuate a business combination with more than one target
business.
In addition, add disclosure to discuss the special issues and
concerns that would arise in attempting to consummate the
acquisition
of several operating businesses at the same time.

We have not identified a target business

21. Expand your discussion concerning potential business
combination
candidates to specify, for each industry segment, the factors and
criteria the company will be focusing upon in each industry
segment
in order to determination viable business combination candidates,
the
number of segment participants that qualify as potential
combination
candidates given the company`s established criteria and, to the
extent not excessive in number, identify such candidates by name
and
provide relevant information (both financial and narrative)
concerning such entities.  We may have further comment.

Sources of Target Business

22. We note the disclosure that the company will not pay any
finders
or consulting fees to the existing stockholders.  Please expand
this
disclosure, if accurate, to affirmatively confirm that the
existing
stockholders will receive no finders fees, consulting fees, or any
similar type fees or other compensation from any other person or
entity in connection with any business combination involving the
company or an affiliate thereof.

Management, page 29

23. Please define the term "Homeland Security Consolidator."

24. Please disclose the current status of Kellstrom Industries and
Direct Furniture, Inc.

25. Please disclose the operations conducted by SAFLINK
Corporation.

26. In the penultimate paragraph under "Conflicts of interest,"
clarify the disclosure to affirmatively state that existing
stockholders are not required to vote any shares they hold which
were
not owned prior to the offering in accordance with the vote of the
majority of the public stockholders and that such shares may be
voted
either for or against the proposed business combination in the
existing holder`s own discretion.  In addition, clarify, here and
elsewhere as appropriate, that with respect to shares held by an
existing stockholder which were not acquired prior to the offering
(whether pursuant to the offering, or pursuant to open market
purchases) that the existing stockholder may vote against the
proposed business combination and exercise his/her conversion
rights
in the event that the business combination transaction is approved
by
the requisite number of stockholders.

Principal Stockholders, page 33

27. Please disclose  all roles played by Sunrise Securities in the
offering.  We note statements on the Sunrise Securities
Corporation
website that Sunrise offers both financing and M&A services and
"is
committed to providing full service banking capabilities to
growth-
oriented early stage and middle-market companies" that it
structures,
markets, and executes equity and equity-related offerings.

Certain Transactions, page 34

28. Provide the basis for the statement that "[A]ll ongoing and
future transactions" between the company and its officers,
directors
or their affiliates will on terms believed to be no less favorable
than would be available from unaffiliated third parties.

Description of Securities, page 36

29. In the disclosure under the heading "Shares Eligible for
Future
Sale," briefly discuss the "certain limited exceptions" pursuant
to
which the existing stockholder shares will be released from escrow
prior to the three-year period provided for in the agreement.

Underwriting, page 40

30. Tell us whether Sunrise Securities Group or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.

31. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their we