-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxWDKzX+1e6YntanTZZsCmkDRwJGgooiu3VDRiIKIcVRcfMKkmU2CHUdf11mAviz yYa2NwLyC9/DIJGqpdYUsw== 0001144204-09-057587.txt : 20091109 0001144204-09-057587.hdr.sgml : 20091109 20091109172001 ACCESSION NUMBER: 0001144204-09-057587 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091109 DATE AS OF CHANGE: 20091109 GROUP MEMBERS: PRIVATE ESCAPES HOLDINGS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Keith Richard CENTRAL INDEX KEY: 0001475857 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 145 EAST MOUNTAIN AVENUE CITY: FORT COLLINS STATE: CO ZIP: 80524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Secure America Acquisition CORP CENTRAL INDEX KEY: 0001402364 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83229 FILM NUMBER: 091169493 BUSINESS ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: (703) 528-7073 MAIL ADDRESS: STREET 1: 1005 NORTH GLEBE ROAD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition CORP II DATE OF NAME CHANGE: 20070607 SC 13G 1 v165355_sc13g.htm

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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549		OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response ...............14.5

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Secure America Acquisition Corporation

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

81372L103

(CUSIP Number)

October 29, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	£	Rule 13d-1(b)

	x	Rule 13d-1(c)

	o	Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 81372L103

1.	Name of Reporting Person. I.R.S. Identification No. of Above Persons (Entities Only). Richard Keith
2	Check the Appropriate Box if a Member of a Group (a)  (b) X
3	SEC Use Only
4	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 100
		6	Shared Voting Power 574,307(1)
		7	Sole Dispositive Power 100
		8	Shared Dispositive Power 574,307(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 574,407
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 13.3%(2)
12	Type of Reporting Person IN

(1)	Consists of membership units in Ultimate Escapes Holdings, LLC, which may be exchanged on a one-for-one basis for shares of common stock of the Issuer.

(2)	Based on (a) 3,749,267 shares outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009 plus (b) 574,307 shares issuable upon the exchange of membership units.

CUSIP No. 81372L103

1.	Name of Reporting Person. I.R.S. Identification No. of Above Persons (Entities Only). Private Escapes Holdings, LLC
2	Check the Appropriate Box if a Member of a Group (a)  (b) X
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power -0-
		6	Shared Voting Power 574,307(1)
		7	Sole Dispositive Power -0-
		8	Shared Dispositive Power 574,307(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 574,307(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 13.3%(2)
12	Type of Reporting Person OO

(1)	Consists of membership units in Ultimate Escapes Holdings, LLC, which may be exchanged on a one-for-one basis for shares of common stock of the Issuer.

(2)	Based on (a) 3,749,267 shares outstanding as of November 1, 2009, as reported in the Form 8-K of the Issuer, filed with the Securities and Exchange Commission on November 4, 2009 plus (b) 574,307 shares issuable upon the exchange of membership units.

CUSIP No. 81372L103

Item 1(a):

Name of Issuer.

Secure America Acquisition Corporation

Item 1(b):

Address of Issuer’s Principal Executive Offices.

3501 W. Vine Street, Suite 225

Kissimmee, Florida 34741

Item 2(a):

Name of Person Filing.

This statement is filed by Richard Keith (“Keith”) and Private Escapes Holdings, LLC

(“Private Escapes” and collectively with Keith, the “Reporting Persons”).

Item 2(b):

Address of Principal Business Office or, if none, Residence.

145 East Mountain Avenue

Fort Collins, Colorado 80524

Item 2(c):

Citizenship.

Keith is a citizen of the United States.

Private Escapes is a Delaware limited liability company.

Item 2(d):

Title of Class of Securities.

Common stock, par value $0.0001 per share (“Common Stock”).

Item 2(e):

CUSIP Number.

81372L103

Item 3:

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4:

Ownership.

(a)	Amount Beneficially Owned:

Private Escapes is the beneficial owner of 574,307 shares of Common Stock issuable upon the exchange of membership units in Ultimate Escapes Holdings, LLC.

CUSIP No. 81372L103

As the managing member of, and owner of a 75% interest in, Private Escapes, Keith has the power to direct the vote and to direct the disposition of investments owned by Private Escapes, including the 574,307 shares of Common Stock beneficially owned by Private Escapes. Keith is the beneficial owner of an aggregate of 574,407 shares of Common Stock.

(b) Percent of Class:

See Item 11 of each cover page and Item 4(a) above.

(i) Sole power to vote or to direct the vote:

See Item 5 of each cover page.

(ii) Shared power to vote or to direct the vote:

See Item 6 of each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page.

Item 5: Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6: Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8: Identification and Classification of Members of the Group.

This Schedule is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by each of the Reporting Persons. While the Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a “group” and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons.

CUSIP No. 81372L103

Item 9: Notice of Dissolution of Group.

Not Applicable

Item 10: Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 81372L103

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Date: November 9, 2009


	*
	Richard Keith


	Private Escapes Holdings, LLC



	By: * ___
	Name: Richard Keith
	Title: Managing Member



	By: /s/ Jason Simon
	Jason Simon, Attorney-in-Fact

EX-24 2 v165355_ex24.htm

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each and any of John Bello, Philip Callaghan, Jeffrey Sparks, Jason T. Simon and Soon Youn Joun his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to:

1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the National Association of Securities Dealers;

2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC;

3. seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the Company securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information; and

4. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

2. any documents prepared and/or executed by such attorneys-in-fact on behalf of any of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

3. neither the Company nor such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for any of the undersigned; and

4. this Power of Attorney does not relieve any of the undersigned from responsibility for compliance with each of the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as each of the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of each of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by each of the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of October, 2009.

/s/ Richard Keith

Name: Richard Keith

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