SecProbe.io

CORRESP
 1
 filename1.htm

 tssi_corresp.htm TSS, INC. 110 E. Old Settlers Blvd. Round Rock, TX 78664 June 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: TSS, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-284153 Dear Sir/Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, TSS, Inc. (the “Company”) hereby respectfully requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective as of 4:00 p.m. Eastern Time on Wednesday, July 2, 2025, or as soon as thereafter practicable. The Company respectfully requests that it be notified of such effectiveness by telephone call to Christopher R. Johnson of Miles & Stockbridge P.C., the Company’s counsel, at (410) 385-3532 and that such effectiveness also be confirmed in writing. TSS, INC. By: /s/ Darryll E. Dewan Darryll E. Dewan Chief Executive Officer cc: Christopher R. Johnson, Miles & Stockbridge P.C.

CORRESP
 1
 filename1.htm

 tssi_corresp.htm TSS, INC. 110 E. Old Settlers Blvd. Round Rock, TX 78664 June 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Request to Withdraw Acceleration Request of TSS, Inc., dated June 23, 2025, for Registration Statement on Form S-3 (File No. 333-284153) Dear Sir/Madam: On behalf of TSS, Inc. (the “Company”), I hereby formally request the withdrawal of the acceleration request of the Company with respect to the above referenced registration statement, submitted via Edgar on June 23, 2025. Thank you for the Staff’s cooperation in connection with this matter. TSS, INC. By: /s/ Darryll E. Dewan Darryll E. Dewan Chief Executive Officer cc: Christopher R. Johnson, Miles & Stockbridge P.C.

CORRESP
 1
 filename1.htm

 tssi_corresp.htm TSS, INC. 110 E. Old Settlers Blvd. Round Rock, TX 78664 June 23, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: TSS, Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-284153 Dear Sir/Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended, TSS, Inc. (the “Company”) hereby respectfully requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective as of 4:00 p.m. Eastern Time on Wednesday, June 25, 2025, or as soon as thereafter practicable. The Company respectfully requests that it be notified of such effectiveness by telephone call to Christopher R. Johnson of Miles & Stockbridge P.C., the Company’s counsel, at (410) 385-3532 and that such effectiveness also be confirmed in writing. TSS, INC. By: /s/ Darryl E. Dewan Darryl E. Dewan Chief Executive Officer cc: Christopher R. Johnson, Miles & Stockbridge P.C.

January 16, 2025
Darryl E. Dewan
Chief Executive Officer
TSS, Inc.
110 E. Old Settlers Blvd.
Round Rock, Texas 78664
Re:TSS, Inc.
Registration Statement on From S-3
Filed January 7, 2025
File No. 333-284153
Dear Darryl E. Dewan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Christopher Johnson

MAIL STOP 3561

        December 19, 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
 Amendment 2 Filed December 8, 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. In the first risk factor on page 24, the second full paragraph on page 81, and elsewhere as
appropriate, revise the disclo sure regarding the company's 'major customer" to identify
such customer by name.

Harvey Weiss
Fortress America Acquisition Corporation
December 19, 2006 Page 2

Fairness Opinion, page 48

2. We note your responses to comments eight, nine , and ten from our le tter of November 30,
2006, especially the statement:  "FAAC understands that BVC's views as to TSS/Vortech revenue levels were based on (1) financial pr ojections for TSS/Vortech provided to BVC
for 2006, which showed continued revenue from  TSS/Vortech's major customer, and (2)
a growth rate of 9.6% annually from 2007 th rough 2010."  Please cl arify the level of
revenue projected and supplied to BVC with respect to "continued revenue from TSS/Vortech's major customer" and include such  as disclosure within this section.  We
may have further comment.
To the extent applicable, revise your risk factor on page 24 relating to such issue
accordingly.

3. In connection with the preceding comment, we reissue comment nine from our letter of
November 30, 2006.    With respect to each of the valuation models  presented, please include disclosure as to
the manner by which the cessation of such cust omer's contracts was taken into account
and reflected in the re sultant valuation.
 It would also appear from your discussion that two of the three va luation models used
(Analysis of Comparables and Precedent Me rger and Acquisition Analysis) do not take
into account the termination of the revenue stream represented by the afore-mentioned
customer and the third (Discounted Cash Fl ow Analysis) was calcu lated as of December
31, 2005, a point at which significan t revenues could still be expected from the relevant
contracts.

4. In connection with the preceding two comment s, we reissue comment 11 from our letter
of November 30, 2006.  To the extent that the level of revenue projected and supplied to
BVC with respect to "continued revenue fr om TSS/Vortech's major customer" does not
match the realized levels of revenue as disclosed in your pr eliminary proxy statement, at
minimum, it would appear that the assumpti ons provided to BVC are no longer valid.  If
such assumptions are no longer valid, the cu rrent status of the opinion obtained from
BVC is unclear.  Therefore, please disclose  whether management currently views such
assumptions to be valid and the resultan t impact upon management's recommendation to
shareholders in the case that it does not.

Harvey Weiss
Fortress America Acquisition Corporation
December 19, 2006 Page 3
Related Party Transactions, page 106

5. We note the disclosure on page 80 with  respect to TSS/Vortech's new lease
arrangements: "These changes will provide  TSS/Vortech with a total of 26,500 square
feet of space in 2007 at an estimated annual cost in 2007 of $487,000 versus $229,000 in
2006."    Please update your disclosure on page 108 accordingly.

Financial Statements, page F-1

Note 13 – Restatement and Discontinued Operations, page F-14

6. We note your response to prior comment 20.  With  respect to the pres entation of the cash
flows from discontinued operations, it is not ap parent how this presentation is consistent
with the requirements of foot note 10 of SFAS 95.  We note th at this presentation appears
to assume that the net loss from discontinue d operations would be e quivalent to the net
cash used by operating activities for each period, and that there are no investing or financing activities relating to the disconti nued operation.  Since the S3 division would
appear to have operating asse ts and liabilities based on your  disclosure in Note 13, it
would appear that the net loss from the di scontinued operations would be unlikely to
equal the net cash used by those operations.  In addition, we note that  the S3 division had
property and equipment of $101,320.  Please cl arify whether the acquisition of these
assets is attributable to net cash used in investing activitie s of the discontinued
operations, or were otherwise acquired.  Pl ease clarify and revise your disclosures
accordingly.

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

Harvey Weiss
Fortress America Acquisition Corporation
December 19, 2006 Page 4
You may contact Carlton Tartar at (202) 551-3387 if you have questions regarding
comments on the financial statements and related matters.  Questions on other disclosure issues
may be directed to John Zitko at  (202) 551-3399, or Mike Karney, who supervised the review of
your filing, at (202) 551-3847.

Sincerely,

John Reynolds Assistant Director

cc:  Michael B. Gardiner (by facsimile)
       (614) 365-2499

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

CORRESP
1
filename1.htm

      Unassociated Document

    December
      8, 2006

    John
      Reynolds, Assistant Director

    John
      Zitko

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

              RE:

              Fortress
                America Acquisition Corporation
                (“FAAC”)

    Preliminary
      Proxy Statement on Schedule 14A

    Amendment
      1 Filed October 30, 2006

    Form
      10-K
      for the period ending December 31, 2005

    File
      No.
      0-51426

    Dear
      Mr.
      Reynolds and Mr. Zitko:

    Thank
      you
      for your letter dated November 30, 2006 setting forth comments on the
      above-referenced Preliminary Proxy Statement on Schedule 14A.

    On
      behalf
      of Fortress America Acquisition Corporation (“FAAC”), we are filing herewith
      Amendment No. 2 to the Preliminary Proxy Statement (“Amendment No. 2”). We are
      also providing to the Staff four unmarked copies of Amendment No. 2 and four
      copies of Amendment No. 2 that are marked to show changes from the Preliminary
      Proxy Statement. Unless otherwise indicated, all references to page numbers
      in
      the below responses to your comments are to pages of the marked version of
      Amendment No. 2 provided herewith.

    This
      response letter has been filed via EDGAR, tagged as “CORRESP.” The attachments
      to this letter have not been provided via EDGAR. Instead, we are delivering
      an
      original of this letter, together with all attachments, by hand.

    We
      look
      forward to working with you in connection with your ongoing review of the Proxy
      Statement and its clearance as soon as practicable. As the Staff is aware,
      given
      the deadline FAAC faces for completion of the transaction that is the subject
      of
      the Proxy Statement, prompt clearance of the Proxy Statement is extremely
      important to the FAAC investors.

    General

              1.

              Please
                disclose whether Evergreen Capital LLC and/or Focus Enterprises,
                Inc. is
                registered as a broker dealer. If either or both are not, please
                provide
                the Staff with a legal analysis as to the necessity for each to register
                as a broker dealer, with specific reference to all of the activities
                disclosed in your Proxy Statement.

    Response:
      Focus
      Enterprises, Inc. (“Focus”) and Evergreen Capital LLC (“Evergreen”) are
      discussed separately below.

        John
          Reynolds

        John
          Zitko

        December
          8, 2006

        Page
          2

    Focus
      Enterprises, Inc.

    Focus
      has
      informed FAAC that it is a registered broker-dealer. Disclosure to this effect
      has been added on page 37 of Amendment No. 2.

    Evergreen
      Capital LLC

    Evergreen
      is not registered as a broker-dealer and disclosure to this effect has been
      added on page 38 of Amendment No. 2. The following is in response to the Staff’s
      request for an analysis as to the necessity of Evergreen to register as a
      broker-dealer in connection with the acquisition of TSS/Vortech by FAAC.

    Background

    As
      disclosed under “Background of the Acquisition,” Evergreen became aware that
      FAAC was seeking an acquisition in the homeland security space and mentioned
      the
      opportunity to the members of TSS/Vortech. Evergreen had not been retained
      by
      TSS/Vortech at the time of the introduction. Because the initial introduction
      of
      FAAC occurred through a member of Evergreen’s Board of Advisors, Evergreen
      principals participated in the introductory meeting. At that time, no particular
      acquisition structure was contemplated, and the parties did not contemplate
      the
      sale of TSS/Vortech securities except in the context of a sale of the companies’
assets or membership interests to a single acquirer. The decision to effect
      the
      acquisition by means of the sale of membership interests of TSS/Vortech was
      made
      solely by FAAC and TSS/Vortech without the recommendation of Evergreen. The
      fees
      payable by TSS/Vortech to Evergreen will consist of a finder’s fee or, in the
      event that a transaction does not occur, consulting fees based on the hourly
      rates charged by Evergreen personnel. This fee arrangement would have applied
      if
      the parties had chosen to effect the transaction by means of an asset sale
      or
      merger rather than a sale of membership interests. As disclosed in Amendment
      No.
      2, Evergreen has agreed to accept payment of a portion of its fees in up to
      67,825 shares of restricted FAAC stock in order to preserve the cash portion
      of
      the acquisition consideration for the members of TSS/Vortech. Further, as
      described on pages 38 through 40 of Amendment No. 2, Evergreen participated
      in
      certain meetings and conference calls during which the acquisition of
      TSS/Vortech by FAAC was discussed, and also provided the members of TSS/Vortech
      with financial and tax related consulting services in connection with the
      proposed transaction.

    Analysis

    Section
      15(a)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”) provides
      that “it shall be unlawful for any broker or dealer which is . . . a person
      other than a natural person . . . to make use of the mails or any means or
      instrumentality of interstate commerce to effect any transactions in, or to
      induce or attempt to induce the purchase or sale of, any security… unless such
      broker or dealer is registered [with the Commission].”

        John
          Reynolds

        John
          Zitko

        December
          8, 2006

        Page 3

    According
      to Section 3(a)(4) of the Exchange Act, the definition of a broker consists
      of
      the following five elements:

            ·

              any
                person

            ·

              engaged
                in the business

            ·

              of
                effecting transactions

            ·

              in
                securities

            ·

              for
                the account of others

    In
      order
      to determine whether a person or entity acts as a broker or dealer, the
      Commission has looked at the activities that the person or entity actually
      performs. In connection with so-called “finder” or “business broker” activities,
      the Commission has granted no-action relief in circumstances similar to those
      here. For instance, the Commission did not require broker-dealer registration
      of
      a finder, acting as a business broker, whose activities consisted mainly of
      selling businesses that were going concerns. International
      Business Exchange Corporation,
      SEC
      No-Action Letter (Dec. 12, 1986). The Commission based its decision on the
      following factors:

            ·

              the
                finder had a limited role in negotiations between the purchaser and
                seller;

            ·

              the
                businesses represented by the finder were going concerns and not
“shell”
                corporations;

            ·

              only
                assets were advertised or otherwise offered for sale by the finder;

            ·

              transactions
                effected by means of securities conveyed all of a business’s equity
                securities to a single purchaser or group of purchasers formed without
                the
                assistance of the finder;

            ·

              the
                finder did not advise the two parties whether to issue securities
                or
                assess the value of any securities sold;

            ·

              the
                finder’s compensation did not vary according to the form of conveyance
                (i.e., securities rather than assets); and

            ·

              the
                finder did not assist purchasers in obtaining financing, except to
                the
                extent of providing a list of potential lenders, such as banking
                and
                venture capital firms, that expressed an interest in extending credit,
                at
                the request of the purchaser or seller.

        John
          Reynolds

        John
          Zitko

        December
          8, 2006

        Page
          4

    See
      also Victoria
      Bancroft,
      SEC
      No-Action Letter (August 9, 1987).

    TSS/Vortech
      is aware that the Commission has taken the position that a finder that was
      “actively involved in securities transactions, by negotiating their terms,
      providing advice regarding their terms [and] providing other assistance” may be
      required to register as a broker-dealer. See
      Davenport Management, Inc.,
      SEC
      No-Action Letter, [1993 Transfer Binder] Fed. Sec. L. Rep. (CCH) 76,643 at
      77,737 (April 13, 1993). See
      also.,
      Fulham
      & Co.,
      SEC
      No-Action Letter (December 20, 1972) (noting that a finder was considered a
      broker because the finder arranged the structure of the offerings and in some
      cases negotiated on behalf of the issuer of the securities). However, as regards
      to its work for TSS/Vortech, Evergreen did not actively “negotiate” the terms of
      the transaction or propose or advise either FAAC or TSS/Vortech to issue, sell
      or accept securities, although its representatives were present at certain
      meetings and participated in conference calls during which the terms of the
      transaction were discussed. Notwithstanding such participation, the members
      of
      TSS/Vortech controlled the discussions and negotiated the terms of the
      acquisition and used Evergreen’s consulting services only in a supporting role.
      In this regard, there were a number of meetings and calls at which Evergreen
      representatives were not present and at which the terms of the acquisition
      were
      established and agreed to. In considering Evergreen’s activities as described in
      Amendment No. 2, TSS/Vortech respectfully requests the Staff to consider that
      Thomas Rosato, TSS/Vortech’s Chief Executive Officer and co-owner, is a
      certified public accountant with over 30 years of accounting and management
      experience. He has owned, operated and sold a number of business entities.
      Mr.
      Rosato, along with Gerard Gallagher, TSS/Vortech’s President and Chief Operating
      Officer, conducted and controlled the significant negotiations with FAAC. Both
      Mr. Rosato and Mr. Gallagher were aware that Evergreen is not a registered
      broker-dealer, and neither is in need of the protections that broker-dealer
      registration is designed to provide.

    We
      also
      understand that the Commission considers the payment of transaction-based
      compensation to a business broker or finder as a factor in considering whether
      registration is required. See e.g.,
      Herbruck, Alder & Co.,
      SEC
      No-Action Letter (June 4, 2002). In this case, if the acquisition is
      consummated, Evergreen’s consideration will consist of a finder’s fee payable
      upon closing. In particular, the fees payable to Evergreen will consist of
      cash
      of $475,000 and up to 67,825 shares of restricted FAAC stock in order to
      preserve the cash portion of the acquisition consideration for the members
      of
      TSS/Vortech. In the event that a transaction does not occur, Evergreen will
      receive consulting fees based on the hourly rates charged by Evergreen
      personnel. In either case, the public stockholders of FAAC will not be affected
      by the payment of fees to Evergreen, as these fees are the responsibility of
      Mr.
      Rosato and Mr. Gallagher. Under these circumstances, TSS/Vortech submits that
      the compensation arrangements with Evergreen are akin to the payment of
      transaction based consideration contemplated by the
      International Business Exchange
      no-action letter discussed above.

        John
          Reynolds

        John
          Zitko

        December
          8, 2006

        Page
          5

    Conclusion

    TSS/Vortech
      understands that the activities of unregistered business brokers such as
      Evergreen may implicate the need for broker-dealer registration in some
      circumstances. Our position is that, under the totality of the facts and
      circumstances, Evergreen’s activities were limited so as not to require
      registration in this case.

    Further,
      as noted above, TSS/Vortech respectfully submits that the Commission’s investor
      protection concerns are not implicated in these circumstances. Finally,
      regardless of the Staff’s view as regards Evergreen’s activities, TSS/Vortech
      respectfully submits that this transaction should not be penalized by additional
      processing delays associated with Evergreen’s status.

              2.

              We
                note your added disclosure on page 41 of your Proxy Statement that
                you
                “had not, prior to the effectiveness of [y]our registration statement,
                selected any acquisition target or contacted, directly or indirectly,
                any
                agents of any targets.”

    However,
      we also note that your Director C. Thomas McMillen appears to have purchased
      1.25 billion shares of common stock of an entity called Celerity Systems, Inc.
      from Cornell Capital soon after the effectiveness of your Initial Public
      Offering, thus becoming a control person, President, Chief Executive Officer
      and
      Chairman of the Board of Celerity. At the time such acquisition and change
      in
      control was disclosed, Celerity proposed to change its name to Homeland Security
      Capital Corporation and “announced…its intention to pursue a new strategic
      direction: to focus on owning and operating small and mid-sized growth
      businesses that provide homeland security solutions through innovative
      technologies to both the public and private sector and to drive growth through
      management, strategic guidance, capital and financial support, and government
      marketing expertise.”

    Mr.
      McMillen’s intentions with respect to such activities do not appear to have been
      disclosed in your IPO registration statement.

    In
      light
      of the short time frame between your initial public offering and Mr. McMillen’s
      acquisition of Celerity Systems, Inc. and the apparent overlap in business
      activities carried out by both FAAC and Homeland Security Capital Corporation,
      please disclose the timeline relating to the acquisition of Mr. McMillen’s
      interest in Celerity/Homeland, including the dates of all contacts and
      negotiations with Cornell Capital. We may have further comment.

    Response:
      In
      response to this comment, FAAC has added disclosure regarding discussions among
      Mr. McMillen, Cornell Capital and Homeland on pages 108 and 109 of Amendment
      No.
      2.

        John
          Reynolds

        John
          Zitko

        December
          8, 2006

        Page
          6

    As
      noted
      in the Staff’s comment and in the supplemented disclosure referred to above, Mr.
      McMillan did not enter into agreements with Cornell Capital and

CORRESP
1
filename1.htm

    October
      27, 2006

    John
      Reynolds, Assistant Director

    John
      Zitko

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

              RE:

              Fortress
                America Acquisition Corporation
                (“FAAC”)

    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.
      Reynolds and Mr. Zitko:

    Thank
      you
      for your letter dated September 22, 2006 setting forth comments on the
      above-referenced Preliminary Proxy Statement on Schedule 14A.

    On
      behalf
      of Fortress America Acquisition Corporation (“FAAC”), we are filing herewith
      Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”). We are
      also providing to the Staff three unmarked copies of Amendment No. 1 and three
      copies of Amendment No. 1 that are marked to show changes from the Preliminary
      Proxy Statement. Please note that the system used by FAAC's financial printer
      to
      mark changes generally marked entire paragraphs rather than individual words,
      as
      having changed. Unless otherwise indicated, all references to page numbers
      in
      the below responses to your comments are to pages of the marked version of
      Amendment No. 1 provided herewith.

    This
      response letter has been filed via EDGAR, tagged as “CORRESP.” The attachments
      to this letter have not been provided via EDGAR. Instead, we are delivering
      an
      original of this letter, together with all attachments, by hand.

    We
      look
      forward to working with you in connection with your ongoing review of the Proxy
      Statement and its ultimate clearance.

    General

            1.

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

    Response:
      In
      response to this comment, FAAC has supplied missing information in the Proxy
      Statement, except that information relating to the date of the stockholders
      meeting, the record date for determining stockholders entitled to notice of
      and
      to vote at the meeting, the date of the Proxy Statement, the date of mailing
      of
      the Proxy Statement, the details of the audit committee and related information
      has been omitted because none of that information has yet been determined.
      This
      information will be included in a subsequent filing.

      John
        Reynolds

      John
        Zitko

      October
        27, 2006

      Page
        2

    Questions
      and Answers About the Acquisition, page 4

            2.

              Please
                include disclosure concerning the additional requirement that 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?”

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      6 of
      the Proxy Statement to include the requested additional disclosure.

    Selected
      Historical and Pro Forma Combined 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.

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      18
      of the Proxy Statement to eliminate the references to revenue.

            4.

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

    Response:
      In
      response to this comment, FAAC has revised the pro forma statement of operations
      disclosures appearing on page 19 of the Proxy Statement to include earnings
      per
      share information.

    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.” Please add the disclosure contained on page 80
                noted above within the risk factor currently on page
                25.

    Response:
      FAAC
      has
      revised the risk factor appearing on page 27 of the Proxy Statement in response
      to this comment and to reflect updated expectations regarding this customer.

    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 disclosure
                with respect to Business Valuation
                Center.

        John
          Reynolds

        John
          Zitko

        October
          27, 2006

        Page
          3

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on pages
      41
      and 48 of the Proxy Statement to include the requested disclosure.

            7.

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

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      42
      of the Proxy Statement to include the requested disclosure.

            8.

              It
                appears that in late February 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
                detail
                the terms and structure of the initial offer 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.

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      43
      of the Proxy Statement to include the requested disclosure.

            9.

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

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      44
      of the Proxy Statement to include the requested disclosure.

            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 caused
                or
                prompted such renegotiation. Please disclose the material changes
                that
                occurred in each amendment and the reasons
                therefore.

    Response:
      In
      response to this comment, FAAC has revised the disclosure appearing on page
      44
      of the Proxy Statement to include the requested disclosure.

            11.

              In
                connection with the preceding comment, please provide the Staff with
                a
                legal analysis as to the necessity and timing of filing a Form 8-K
                in
                connection with the July 31, 2006 amendment of the Membership Interest
                Purchase Agreement.

      John
        Reynolds

      John
        Zitko

      October
        27, 2006

      Page
        4

    Response:
      Item
      1.01
      of Form 8-K requires disclosure of amendments that are “material to the
      registrant” to “a material definitive agreement not made in the ordinary course
      of business of the registrant”. Although FAAC believes that the Membership
      Interest Purchase Agreement is a “material definitive agreement” within the
      meaning of Item 1.01, it does not believe that the amendments made in the July
      31, 2006 amendment and restatement of the Membership Interest Purchase Agreement
      are material to FAAC because those amendments did not change the economic
      substance of the acquisition arrangements in a material manner but, instead,
      more closely aligned the documentation to the underlying economic substance.
      In
      particular, the July 31, 2006 amendments primarily removed the earn-out portion
      of the acquisition consideration, which had been included the Membership
      Interest Purchase Agreement, and included substantially identical terms in
      the
      employment agreements of each of the selling members. The payment of the
      earn-out amounts to each selling member had been conditioned, in general, upon
      the continued employment of such selling member. This condition was retained
      when the payment terms were added to the employment agreements. By more closely
      aligning the acquisition documents with the underlying economic arrangements,
      FAAC believes that these documents, and their accounting and tax treatment,
      will
      be more readily understood.

    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 recognize 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 take
                into account the termination 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 contracts was taken into
      account and reflected in the resultant valuation.

    Response:
      FAAC
      has
      revised the valuation analysis appearing on page 52 of the Proxy Statement
      to
      address this comment. FAAC has made related changes to the disclosures on page
      91 in “Management’s Discussion and Analysis of Financial Condition and Results
      of Operation of TSS/Vortech”.

    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 identifiable intangible asset. We note your
                disclosure that a substantial portion of the excess purchase price
                will be
                allocated to non-amortizable intangible 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 financial
                statements of TSS/Vortech. Consider the need to clarify or elaborate
                upon
                the disclosure in the second sentence of the third paragraph on this
                page.

      John
        Reynolds

      John
        Zitko

      October
        27, 2006

      Page
        5

    Response:
      In
      response to this comment and as it had previously planned, FAAC has revised
      the
      pro forma adjustment disclosure included in the “Unaudited
      Pro
      Forma Condensed Consolidated Financial Statements” beginning
      on page
      66 of the Proxy Statement to reflect its updated estimated allocation of the
      purchase price. Its estimated allocations are based on an allocation report
      provided by Business Valuation Center, which FAAC engaged to identify all assets
      to be acquired and liabilities to be assumed. The pro forma financial statement
      disclosure reflects the allocations provided by Business Valuation Center.
      Based
      on the allocations to identifiable assets made in the report, FAAC believes
      that
      it will record approximately $17.0 million of goodwill. Accordingly, FAAC
      believes that the second sentence of the third paragraph on this page is
      accurate.

            14.

              We
                note your disclosure regarding pro forma adjustment (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
                the
                value of the stock issued, as opposed to the market price for a reasonable
                period before and after the announcement date of the acquisition
                as
                required by paragraph 22 of SFAS 141. Please clarify and revise your
                disclosures accordingly.

    Response:
      The
      original pro forma disclosure in the Proxy Statement valued the FAAC common
      stock issued using the average trading price of the stock for the 20 trading
      days prior to public announcement because that is the approach used in the
      acquisition agreement. In response to this comment, the pro forma disclosure
      has
      b

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 3561

	June 24, 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. 2 Filed June 3, 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. In the event that the company has circulated a preliminary
prospectus with respect to this offering, please advise the staff
as
to the views of each of the company and the underwriter(s) as to
the
need to re-circulate a revised prospectus that reflects the
revisions
to the form of prospectus that have occurred since the original
circulation of the preliminary prospectus.

Prospectus Summary

2. We note your response to comment three of our letter dated May
25,
2005. We did not calculate the average cost per share with the
mistaken understanding that existing stockholders have conversion
rights on their existing shares.  We understand that existing
shares
will not be specifically eligible for the conversion feature or
pro
rata distribution, if it occurs.  We are looking at this issue
from
the economic prospective and the average price existing
shareholders
pay for their "equity stake" in the company.  Because existing
stockholders received the initial shares at a minimal price, they
would not be affected in the same proportion as public
stockholders
by exercising their conversion rights if they decide to do so on
those shares for which such rights apply.  For instance, existing
stockholders will own 20% of the company after the offering due to
their current holdings.  If the existing stockholders purchased an
additional 20% in the offering, and then decided to exercise their
conversion rights with respect to that same 20% (which is
essentially
equal to the 19.99% limitation on conversion put into place), the
existing stockholders would have effectively contributed $3.0071
per
share to the company for their equity holdings in the company.
Since
the shares held by the existing stockholders are all economically
fungible, their true economic weighted average cost of $3.00 per
share is less than the conversion price of $5.38 per share and
thus
there is an incentive on the part of existing stockholders to
exercise those conversion rights (with a spread in the amount of
$2.38 per share converted) which does not exist in the case of the
public stockholders.  As such, we are still of the opinion that
the
prior comment regarding incentives and disincentives applies.
Please
revise the disclosure to discuss this.

Risk Factors

3. Please update the disclosure in the fourth risk factor.  Your
reference to the number of blank check companies and the amount of
funds held in trust is no longer current.  In addition, the risk
factor should be revised to include reference to not only those
offerings which are currently seeking business combination
transactions, but also those proposed offerings which are
currently
in registration with the Commission.  Please consult with your
sources and revise as appropriate.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer (202) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
John Zitko at (202) 551-3399, or Mike Karney, who supervised the
review of your filing, at (202) 551-3847.

						Sincerely,

						John Reynolds
      Assistant Director

cc:  	Ms. Kristine Wellman
	Fax:  (216) 479-8780
??

??

??

??

Harvey L. Weiss
Fortress America Acquisition Corporation
June 24, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                            SUNRISE SECURITIES CORP.
                              641 Lexington Avenue
                                   25th Floor
                            New York, New York 10022

                                                                   July 13, 2005

VIA TELECOPY (202) 772-9206

Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450  5th Street, N. W.
Washington, D. C. 20549

Attention:  John Zitko

      RE:   Fortress America Acquisition Corporation
            Registration Statement on Form S-1 originally filed March 23, 2005
            (File No. 333-123504) ( the "Registration Statement")

Dear Mr. Zitko:

      In  connection  with the  Registration  Statement  on Form S-1 of Fortress
America  Acquisition  Corporation,  the  undersigned,  which  is  acting  as the
underwriter of the offering,  hereby requests acceleration of the effective date
and time of the Registration  Statement to 5:30 p.m. on July 13, 2005 or as soon
thereafter as  practicable,  pursuant to Rule 461 of the Securities Act of 1933,
as amended.

                                                  Very truly yours,

                                                  SUNRISE SECURITIES CORP.

                                                  By: /s/ Nathan Low
                                                      --------------------
                                                          Nathan Low
                                                          President

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                    FORTRESS AMERICA ACQUISITION CORPORATION
                            3 Metro Center, Suite 700
                            Bethesda, Maryland 20814

                                  July 13, 2005

VIA TELECOPY (202) 772-9206

Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450  5th Street, N. W.
Washington, D. C. 20549

Attention:  John Zitko

            RE:   Fortress America Acquisition Corporation
            Registration Statement on Form S-1 originally filed March 23, 2005
            (File No. 333-123504)

Dear Mr. Zitko:

      In  connection  with the  Registration  Statement  on Form S-1 of Fortress
America  Acquisition  Corporation  (the "Company"),  the undersigned  registrant
hereby  requests  that  the  above-referenced  Registration  Statement  be  made
effective at 5:30 p.m. on July 13, 2005, or as soon  thereafter as  practicable.
Sunrise Securities Corp., which is acting as the underwriter of the offering, is
joining in this  request  for  acceleration,  as set forth in its  letter  being
submitted concurrently to the Securities and Exchange Commission.

      The Company hereby acknowledges that:

            o     should  the  Commission  or  the  Staff,  acting  pursuant  to
                  delegated authority, declare the filing effective, it does not
                  foreclose the  Commission  from taking any action with respect
                  to the filing;

            o     that action of the Commission or the Staff, acting pursuant to
                  delegated authority,  in declaring the filing effective,  does
                  not relieve the Company from its full  responsibility  for the
                  adequacy and accuracy of the disclosure in the filing; and

            o     the Company may not assert Staff comments and the  declaration
                  of effectiveness  as a defense in any proceeding  initiated by
                  the Commission or any person under the federal securities laws
                  of the United States.

                           Very truly yours,

                           FORTRESS AMERICA ACQUISITION CORPORATION

                           By: /s/ Harvey L. Weiss
                               -------------------------------------------------
                               Harvey L. Weiss
                               President, Chief Executive Officer, and Secretary

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 3561

								July 12, 2005

Mr. Mr. Harvey L. Weiss
President and Chief Executive Officer
Fortress America Acquisition Corporation
3 Bethesda Metro Center
Suite 700
Bethesda, MD  10814

RE:	Fortress America Acquisition Corporation
      Registration Statement on Form S-1
      File No. 333-123504
      Amendment No. 3 Filed July 5, 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter:

Financial Statements

1. Please expand Note 2 to disclose the significant terms of the
underwriter`s purchase option, including the material terms
discussed
on the cover page, as well as any net settlement provisions.
Disclose how you intend to account for the underwriter`s purchase
option and include the estimated fair value of the UPO and the
major
assumptions used to value it.  In regards to these assumptions, we
believe that a volatility assumption should be used that is in
accordance with the principle outlined in paragraph 23 of FAS
123R,
and that the use of a minimum value method would not be
appropriate.
Lastly, please tell us exactly how you would propose to record the
initial issuance of the UPO, in conjunction with the sale of the
stock and warrants in the initial public offering. As applicable,
please expand MD&A to discuss the transaction and the likely
future
effect on your financial condition and results of operations.

Closing Comments

      As appropriate, please amend your registration statement in
respond to these comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Maureen Bauer at (202) 551-3237, or Terence
O`Brien, at (202) 551-3355 if you have questions regarding the
comments on the financial statements and related matters.
Questions
on other disclosure issues may be directed to John Zitko at (202)
551-3399, or Mike Karney, who supervised the review of your
filing,
at (202)
551-3847.

								Sincerely,

								Tia Jenkins
`	Senior Assistant Chief Accountant

cc:     Ms. Kristine Wellman
          FAX:  (216 479-8780

??

??

??

??

Mr. Harvey L. Weiss
Fortress America Acquisition Corporation
July 12, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                            SUNRISE SECURITIES CORP.
                              641 Lexington Avenue
                                   25th Floor
                            New York, New York 10022

                                                                    July 8, 2005

VIA TELECOPY (202) 772-9206

Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450  5th Street, N. W.
Washington, D. C. 20549

Attention:  John Zitko

            RE:   Fortress America Acquisition Corporation (the "Company")
                  Registration Statement on Form S-1 originally filed March 23,
                  2005 (File No. 333-123504) (the "Registration Statement")

Dear Mr. Zitko:

            In accordance with the provisions of Rule 460 under the Securities
Act of 1933, as amended, the undersigned, as Underwriter of the proposed
offering of securities of Fortress America Acquisition Corporation, hereby
advises that:

1. Copies of the Preliminary Prospectus, dated April 8, 2005, were distributed
on or about April 23, 2005, as follows:

                  50 to individual investors;

                  700 to NASD members (which included 1 prospective underwriters
                  and selected dealers); and

                  200 to institutions.

2. Copies of the Preliminary Prospectus, dated July 5, 2005, were distributed on
or about July 6, 2005, as follows:

                  50 to individual investors;

                  700 to NASD members (which included _1_ prospective
                  underwriters and selected dealers); and

                  200 to institutions.

<PAGE>

                  The undersigned has been informed by the participating dealers
that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934,
copies of the Preliminary Prospectus, dated July 5, 2005, have been distributed
to all persons to whom it is expected that confirmations of sale will be sent;
and we have likewise so distributed copies to all customers of ours. We have
adequate equity to underwrite a "firm commitment" offering.

                                                Very truly yours,

                                                SUNRISE SECURITIES CORP.

                                                By: /s/ Marcia Kucher
                                                    -----------------------
                                                    Marcia Kucher
                                                    Chief Financial Officer

                                       2
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      FORTRESS
        AMERICA ACQUISITION CORPORATION

      3
        Metro Center, Suite 700

      Bethesda,
        Maryland 20814

      July
        8,
        2005

      VIA
        TELECOPY (202) 772-9206

      Securities
        and Exchange Commission

      Division
        of Corporation Finance

      Judiciary
        Plaza

      450
        5th
        Street, N. W.

      Washington,
        D. C. 20549

      Attention:
        John Zitko

                RE:

                Fortress
                  America Acquisition Corporation

                Registration
                  Statement on Form S-1 originally filed March 23,
                  2005

                (File
                  No. 333-123504)

        Dear
          Mr.
          Zitko:

        In
          connection with the Registration Statement on Form S-1 of Fortress America
          Acquisition Corporation (the “Company”), the undersigned registrant hereby
          requests that the above-referenced Registration Statement be made effective
          at
          5:00 p.m. on July 12, 2005, or as soon thereafter as practicable. Sunrise
          Securities Corp., which is acting as the underwriter of the offering, is
          joining
          in this request for acceleration, as set forth in its letter being submitted
          concurrently to the Securities and Exchange Commission.

        The
          Company hereby acknowledges that:

                ·

                  should
                    the Commission or the Staff, acting pursuant to delegated authority,
                    declare the filing effective, it does not foreclose the Commission
                    from
                    taking any action with respect to the
                    filing;

                ·

                  that
                    action of the Commission or the Staff, acting pursuant to delegated
                    authority, in declaring the filing effective, does not relieve
                    the Company
                    from its full responsibility for the adequacy and accuracy of
                    the
                    disclosure in the filing; and

                ·

                  the
                    Company may not assert Staff comments and the declaration of
                    effectiveness
                    as a defense in any proceeding initiated by the Commission or
                    any person
                    under the federal securities laws of the United
                    States.

              Very truly yours,

              FORTRESS AMERICA ACQUISITION
                CORPORATION

               By:
              /s/
                Harvey L. Weiss

              Harvey L. Weiss
President, Chief Executive
                Officer, and Secretary

CORRESP
1
filename1.htm

      SUNRISE
        SECURITIES CORP.

      641
        Lexington Avenue

      25th
        Floor

      New
        York, New York 10022

                      July
        8,
        2005

      VIA
        TELECOPY (202) 772-9206

      Securities
        and Exchange Commission

      Division
        of Corporation Finance

      Judiciary
        Plaza

      450
        5th
        Street, N. W.

      Washington,
        D. C. 20549

      Attention:
        John Zitko

                RE:

                Fortress
                  America Acquisition Corporation

                Registration
                  Statement on Form S-1 originally filed March 23,
                  2005

                (File
                  No. 333-123504) ( the "Registration
                  Statement")

      Dear
        Mr.
        Zitko:

      In
        connection with the Registration Statement on Form S-1 of Fortress America
        Acquisition Corporation, the undersigned, which is acting as the underwriter
        of
        the offering, hereby requests acceleration of the effective date and time
        of the
        Registration Statement to 5:00 p.m. on July 12, 2005 or as soon thereafter
        as
        practicable, pursuant to Rule 461 of the Securities Act of 1933, as
        amended.

              Very truly yours,

              SUNRISE SECURITIES
                CORP.

               By:
              /s/
                Marcia Kucher

              Marcia Kucher
Chief Financial
                Officer