-----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, WpUhKQfjLGZN/q6PIRQbF2+btbPPHmiBWIqNAQo/ihc3RwL0BH00MJ3390wCgzDu iL0hViWKJybtpK8FbYHJcA== 0001143313-10-000055.txt : 20100317 0001143313-10-000055.hdr.sgml : 20100317 20100317113325 ACCESSION NUMBER: 0001143313-10-000055 CONFORMED SUBMISSION TYPE: 25-NSE CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ultimate Escapes, Inc. 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: 25-NSE SEC ACT: 1934 Act SEC FILE NUMBER: 001-33743 BUSINESS ADDRESS: STREET 1: 3501 WEST VINE STREET STREET 2: SUITE 225 CITY: KISSIMMEE STATE: FL ZIP: 34741 BUSINESS PHONE: (407) 483-1900 MAIL ADDRESS: STREET 1: 3501 WEST VINE STREET STREET 2: SUITE 225 CITY: KISSIMMEE STATE: FL ZIP: 34741 FORMER COMPANY: FORMER CONFORMED NAME: Secure America Acquisition CORP DATE OF NAME CHANGE: 20070802 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition CORP II DATE OF NAME CHANGE: 20070607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NYSE Amex CENTRAL INDEX KEY: 0001143313 IRS NUMBER: 522127241 FILING VALUES: FORM TYPE: 25-NSE BUSINESS ADDRESS: STREET 1: 20 BROAD ST, 17TH FL CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-656-5030 MAIL ADDRESS: STREET 1: 20 BROAD ST, 17TH FL CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: NYSE Alternext US LLC DATE OF NAME CHANGE: 20081009 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STOCK EXCHANGE LLC DATE OF NAME CHANGE: 20010620 25-NSE 1 primary_doc.xml X0203 0001143313 NYSE Amex 0001402364 Ultimate Escapes, Inc. 001-33743
3501 West Vine Street Suite 225 Kissimmee FL FLORIDA 34741
407-483-1900 Common Stock, $0.0001 Par Value; Warrants, No Par Value; Units, No Par Value 17 CFR 240.12d2-2(b) Claudia Crowley Senior Vice President & Chief of Staff 2010-03-17 EX-99.25 2 uei0302010.htm AMERICAN STOCK EXCHANGE LLC

NYSE Amex LLC


DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934

Attachment to Form 25


March 17, 2010


NYSE Amex LLC (the “Exchange”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(b) promulgated thereunder by the Securities and Exchange Commission (the “SEC” or the “Commission”), has determined to strike from listing and registration on the Exchange, the following:


Ultimate Escapes, Inc.

Common Stock, $0.0001 Par Value

Warrants, No Par Value

Units, No Par Value

Commission File Number – 001-33743


1.

The standards of the Exchange provide, among other things, that consideration may be given to the removal of a security when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.


In applying these standards, the Exchange gives consideration to delisting the securities of a company that has triggered the application of Section 341 of the NYSE Amex LLC Company Guide (the “Company Guide”) which states that a listed issuer which engages in a reverse merger will be eligible for continued listing on the Exchange only if the post-transaction entity meets the standards for initial listing.


2.

The Common Stock, Warrants and Units (the “Securities”) of Ultimate Escapes, Inc. do not qualify for continued listing for the following reasons:


At a Special Meeting of Shareholders that was held on October 28, 2009, Secure America Acquisition Corporation (“Secure”) received approval to consummate the acquisition of Ultimate Escapes Holdings, LLC (“Holdings”).  Subsequently, on October 29, 2009, Secure announced that it had completed the acquisition of Holdings and changed its name to Ultimate Escapes, Inc. (referred to hereinafter as the “Company”).  The acquisition constituted a reverse merger pursuant to Section 341 of the Company Guide and the Company failed to qualify under the Exchange’s initial listing standards upon consummation of the acquisition.


3.

In reviewing the eligibility of the Securities for continued listing, the Exchange has complied with its standards and procedures as follows:


(a)

On December 7, 2009, Staff notified the Company that the Exchange staff had determined to initiate delisting proceedings against the Company because the acquisition of Holdings by Secure was deemed to be a reverse merger and the post-transaction entity did not satisfy the Exchange’s initial listing standards as required by Section 341 of the Company Guide (the “Staff Determination”).  The Exchange’s letter dated December 7, 2009 also informed the Company of its limited right, in accordance with Sections 1203 and 1009(d) of the Company Guide, to request a hearing before a Listing Qualifications Panel (a “Panel”) within seven days of the Staff Determination, or by December 14, 2009.  


(b)

On December 14, 2009, the Company requested, pursuant to Sections 1203 and 1009(d) of the Company Guide, an oral hearing to appeal the Staff Determination.  A hearing before the Panel was scheduled for January 28, 2010.


(c)

On January 28, 2010, a hearing, at which the Company was present, was conducted before the Panel.  By letter dated February 2, 2010, the Exchange notified the Company of the Panel’s decision to deny the Company’s appeal for continued listing of its Securities on the Exchange and to authorize delisting proceedings.  The letter also informed the Company of its right, in accordance with Section 1205 of the Company Guide, to request that the Exchange’s Committee on Securities review the Panel’s decision within fifteen days.


(d)

The Company did not appeal the Panel’s decision to the Committee on Securities within the requisite time period and was not otherwise in compliance with the continued listing standards.


Accordingly, the Exchange, having complied with all of its procedures, is authorized to file this application in accordance with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder.


4.

In the opinion of the Exchange, all of the material facts relating to the reasons for this application are contained herein.


5.

The Exchange official whose signature is set forth below is duly authorized to file this application.


6.

In accordance with the provisions of Rule 12d2-2, the Exchange has issued public notice of its final determination to remove the Company’s Securities from listing and/or registration by issuing a press release and posting notice on www.nyse.com/regulation.  Further, a copy of this application has been forwarded to Mr. James M. Tousignant, President and Chief Executive Officer of Ultimate Escapes, Inc.




/s/



Claudia Crowley

Sr. Vice President & Chief of Staff  

Chief Regulatory Officer, NYSE Amex LLC




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