SecProbe.io

MAIL STOP 3561

        September 22, 2006

Mr. Harvey Weiss
Chief Executive Officer
Fortress America Acquisition Corporation
4100 North Fairfax Drive, Suite 1150
Arlington, Virginia 22203

RE: Fortress America Acquisition Corporation
 Preliminary Proxy Statement on Schedule 14A
 Filed August 10, 2006
 Form 10-K for the period ending December 31, 2005
File No. 0-51426

Dear Mr. Weiss:

We have reviewed your filing and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.

General

1. Other than page references to locations w ithin the Preliminary Proxy, please supply all
information currently missing but noted with place holders.

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 2
Questions and Answers About the Acquisition, page 4
2. Please include disclosure concerning the a dditional requirement th at less than 20% of
shareholders exercise their conversion rights within the discussion on page six contained
under the question "What vote is required in order to approve the acquisition?"

Selected Historical and Pro Forma Co mbined Financial Information, page 16

3. Please revise your disclosure regarding FAAC on page 17 to eliminate the reference to
revenue for each period.  We note that interest  income would not be classified as revenue
in the financial statements of FAAC.

4. Please revise your pro forma statement of ope rations disclosures on page 18 to include
earnings per share.

Forward Looking Statements, page 21

5. We note the risk factor included at the top of  page 25 which states that one customer of
TSS/Vortech comprised 78% of its revenue for the year ended December 31, 2005 and that such customer accounted for 49.1% and 20.3% of TSS/Vortech ’s revenues in 2004
and 2003 per your disclosure on page 80.  We  further note your disclosure on page 80
that "TSS/Vortech expects that it will not recognize significant revenues under these
contracts after the first quarter of 2007."  Pl ease add the disclosure contained on page 80
noted above within the risk f actor currently on page 25.

Background of the Acquisition, page 36

6. Please disclose whether Focus Enterprises is in any way an affiliate of FAAC,
TSS/Vortech, or any of the affiliates, officers, directors, insiders or material shareholders of any of such entities.  Provide similar di sclosure with respect to Business Valuation
Center.

7. Disclose when the target company characteristics set forth on pages 36-7 were established and by whom such characteristics were developed.

8. It appears that in late Fe bruary of 2006, FAAC revised its offer to TSS/Vortech in
response to TSS/Vortech’s statement that they  were going to accept a competing offer.
Revise the disclosure to describe in more deta il the terms and structure of the initial offer

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 3
made by FAAC, the revisions made by FAAC to the offer, and the additional adjustments made in the terms of the transaction that were ultimately agreed upon.  In particular,
discuss the process and factors which resulted  in the consideration including cash, stock
and debt components.

9. Briefly detail the reasons why the mee tings between FAAC and the three major
customers of TSS/Vortech were “successful.”

10. We note the discussion on page 38 indicating that the Membership Interest Purchase
Agreement originally executed on June 5, 2006, was amended twice.  Please disclose the
particular information/circumstances that ca used or prompted such renegotiation.  Please
disclose the material changes that occurred in  each amendment and the reasons therefore.

11. In connection with the preceding comment, pleas e provide the Staff with a legal analysis
as to the necessity and timing of filing a Fo rm 8-K in connection with the July 31, 2006
amendment of the Membership Inte rest Purchase Agreement.

Fairness Opinion, page 42

12. We again note your disclosure on pages 25 and 80, concerning TSS/Vortech’s
dependence upon a single customer for the year ended December 31, 2005 and that
TSS/Vortech expects that it will not recogni ze significant revenues from that customer
after the first quarter of 2007.  It  would also appear from your  discussion that two of the
three valuation models used (Analysis of Comparables and Precedent Merger and
Acquisition Analysis) do not ta ke into account the termina tion of the revenue stream
represented by the afore-mentioned customer and the third (Discounted Cash Flow Analysis) was calculated as of December 31, 2005, a point at which significant revenues
could still be expected from the relevant contracts.    With respect to each of the models presented, please include disclosure as to the manner by which the cessation of such customer's cont racts was taken into account and reflected
in the resultant valuation.

Pro Forma Condensed Consolidated Financial Statements, page 59

13. The staff notes that situations in which it is appropriate to allocate the entire (or the bulk
of the entire) purchase price to  goodwill are rare.  In addition, registrants are expected to
rigorously support the fair value of  any indefinite-lived identifi able intangible asset.  We
note your disclosure that a substantial por tion of the excess purchase price will be

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 4
allocated to non-amortizable inta ngible assets.  As such, we presume that this conclusion
is merely a function of the preliminary nature of the allocation and that prior to finalizing
the allocation you will search for and identify all of the assets acquired and liabilities
assumed, including intangible assets that meet the recognition criteria in paragraph 39 of
SFAS 141, regardless of whether they had been recorded in the fina ncial statements of
TSS/Vortech.  Consider the need to clarify or elaborate upon the disc losure in the second
sentence of the third paragraph on this page.

14. We note your disclosure regarding pro forma ad justment (b) on page 66.  Please tell us
why the average trading price of FAAC common stock for the 20 trading days prior to the
public announcement was used to determine th e value of the stock issued, as opposed to
the market price for a reasonable period befo re and after the announ cement date of the
acquisition as required by paragraph 22 of  SFAS 141.  Please clarify and revise your
disclosures accordingly.

15. Please revise your disclosure to include th e estimated direct co sts of the proposed
acquisition, if material.  See paragraph 24 of SFAS 141.

16. Refer to pro forma adjustments (e1) and (e2).  Tell us how the adjustment for increased salaries and consulting payments to be made to certain directors and increased
compensation related to the grant of restrict ed shares to key employees is factually
supportable and directly attri butable to the acquisition.

17. We note your disclosure regarding pro forma ad justment (e2) on page 66.  Please tell us
why you believe that it is appropriate to reverse the excess bonus payments, consulting
fees and management fees paid to memb ers in 2005.  Explain how these amounts are
factually supportable, directly  attributable to the proposed  transaction and would be
expected to have a continuing impact, and revise your disclosures as appropriate.

18. We note your disclosure on page 2 regardi ng the $5 million of additional common stock
that may be issued to the founders of T SS/Vortech upon the achievement of specified
stock price targets.  Please tell us how you intend to account for any such issuances in
accordance with paragraphs 25-27 of SFAS 141, and revise your disclosures as appropriate.  Consider whether disclosures in MD&A may be requi red relating to the
proposed accounting treatment for the contingent shares.

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 5
Information About TSS/Vortech, page 74

19. Please include the disclosure  required by Item 402 of Reg. S-K for TSS/Vortech with
respect to Mr. Rosato and Mr. Gallagher.

Management's Discussion and Analysis of Fi nancial Condition and Resu lts of Operation of
TSS/Vortech, page 80

20. We again note your disclosure on page 80 th at TSS/Vortech expects that it will not
recognize significant revenues after the firs t quarter of 2007 under the contracts made
with one customer that accounted for 78% of its revenue in FY2005.
Please consider providing an executive-level overview in order to discuss the events,
trends, risks and uncertainties that manage ment views as resulting from such an
occurrence and the manner in which the term ination of such contracts will affect the
company's revenues, financial position, liquidity , plan of operations, results of operations
and any material commitments for capital expe nditures.  The overview should not simply
be a repetition of the business de scription.  In an effort to a ssist you in this regard, please
refer to the Commission Guidance Regarding Management's Discussion and Analysis of
Financial Condition and Results of Oper ations, Release No. 33-8350 (December 19,
2003) at
http://www.sec.gov/rules/interp/33-8350.htm .  This guidance is intended to elicit
more meaningful disclosure in MD&A in a number of areas, including the overall
presentation and focus of MD&A, which is to provide investors with information relevant
to a material assessment of the financial cond ition and results of operations.  This section
must provide a narrative explanation of th e company's financial statements so that
investors may see the company through the eyes  of management and be able to analyze
the quality of, and potential variability of, the company's earnings and cash flow.

Consulting Agreement with Washington Capital Advisors, LLC, page 101

21. Describe the specific types of matters th at Washington Capital Advisors, LLC will
consult for FAAC on.  In addition, disclose  and discuss any affiliations by Washington
Capital Advisors with and among FAAC, T SS/Vortech, and any affiliates, officers,
directors, or material share holders of such entities.

Financial Statements, page F-1

22. Please ensure the financial statements are updated as required by Item 310(g) of
Regulation S-B.

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 6

23. We note that separate financial statements are provided for TSS/Vortech and predecessor
entities for the years ended December 31, 2005, 2004 and 2003.  Please consider combining the financial statements for each  period into a single set of financial
statements covering all three periods  with a single set of footnotes.

24. Please explain to us why the 2004 financial statements consist solely of two divisions, Vortech and C2 Solutions, instead of the entire company, Vortech Consulting.  We note that your presentation excludes S3 Integration.  If Vortech Consulting is the entity that is
to be acquired, it appears to the staff that financial statements of the entire entity should be presented.  If one or more of the divi sions or businesses were  sold or discontinued,
they should be presented as discontinue d operations as contemplated by SFAS 144.
Please revise to present financial statemen ts for 2004 of Vortech Consulting (including
all divisions).

25. Please explain to us how you determined whic h companies or entities were included or
excluded from each year’s combined financia l statement presentation and reference the
accounting literature that supports your position.  Your expl anation should include, but
not necessarily be limited to, each of the following entities:  CTS Services, CSI
Engineering, S3 Integration, TELCO Systems, Chesapeake Tower Systems, J.E.T Facilities, G.R. Partners, TPR Group, and L.H. Cranston Acquisition Group. You have disclosed the percentage owne rship held in each of these companies by Messrs. Rosato
and Gallagher on pages 105-106, please identify any other owners a nd their percentage
ownership of these companies where applicab le, e.g., Mr. Rosato and Mr. Gallagher each
own 15% of S3 Integration, who owns the remaining 70%?.

26. We note that there currently appear to be tw o distinct operating divisions of TSS/Vortech.
Please tell us how you evaluated the require ments of SFAS 131 to determine whether
segment disclosures were required.  Re vise your disclosures as appropriate.

27. We note that the audit report for each set of financial statements was issued by a
PCAOB-registered independent accountant, but the audit reports do not reference the
standards of the PCAOB.  Please advise your a uditor to revise the re ports accordingly or
tell us why no revision is required.  Refer to PCAOB Auditing Standard No.1.

Harvey Weiss
Fortress America Acquisition Corporation
September 22, 2006 Page 7
Note 10 – Related Party Transactions, page F-33

28. Please revise your disclosure to include the nature of each related party relationship as
required by paragraph 2 of SFAS 57, similar to your disclosures on pages 105-106.

29. We note your disclosure on page 105 regard ing the $350,000 promissory note to S3 that
be cancelled by TSS upon the closing of the ac quisition.  Please tell us how this amount
is recorded in the financial statements of TSS/Vortech and re vise your disclosures
accordingly.  Also, revise your disclosures to  include the transactions with Automotive
Technologies, Inc. disclosed on page 106.

Fortress America Acquisition Corpora tion financial statements, page F-44

30. We note the warrants included in the units sold in your initial public offering were
classified as equity.  Given that the offe r and sale of the warra nts and the securities
underlying the warrants included in  your initial public offering were included in the units
being registered, the offer and sale of the underl ying securities were re gistered at the time
of effectiveness.  As a result, it appears you will be required to file timely updates to this
registration statement and deliver a current prospectus at the time such warrants are
exercised.  In light of this fact, please tell us how you considered the guidance in
paragraphs 14-18 of EITF 00-19, which would appear to require you to account for the
warrants as liabilities marked to fair value each period through the income statement.
Paragraph 14 of EITF 00-19 states that if th e contract allows the company to net-share or
physically settle the contract only by delivering registered shares , it is assumed the
company will be required to net-cash settle the contract and as a result, liability
classification will be required.  Paragraph 17 of EITF 00-19 states that if the contract
requires physical or net-share settlement by delivery of re gistered shares and does not
specify any circumstances under which net-cas h settlement is permitted or required, and
the contract does not specify how the contract would be settled in the event that the company is unable to deliver registered shares, then net cash settlement is assumed if the
company is unable to deliver registered  shares (because it is unlikely that
nonperformance would be an acceptable a