Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): November
16, 2006
Fortress
America Acquisition Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51426
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20-2027651
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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4100
North Fairfax Drive, Suite 1150
Arlington,
Virginia
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22203-1664
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (703)
528-7073
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(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
o
Written communication
pursuant to Rule 245 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchanged Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
Fortress
America Acquisition Corporation, a Delaware corporation (the “Company”),
concluded on November 16, 2006 to restate its financial statements for the
quarter ended June 30, 2006 to reflect $50,930 in additional net income related
to the original classification of and accounting for certain expenditures for
legal services as formation and operating costs. The officers of the Company
determined that these expenditures should have been classified as deferred
acquisition costs related to the proposed acquisition of VTC, L.L.C. and
Vortech, LLC. Accordingly, the financial statements of the Company as of and
for
the period ending June 30, 2006 contained in the Company’s Form 10-QSB for the
quarterly period ended June 30, 2006 should no longer be relied upon. On
November 16, 2006, the Company filed restated financial statements for the
quarter ended June 30, 2006 on Form 10-QSB/A.
Officers
of the Company have discussed the matters disclosed in this Current Report
on
Form 8-K with its independent registered public accounting firm, Goldstein
Golub Kessler LLP.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Fortress
America
Acquisition Corporation |
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| Date: November
22, 2006 |
By: |
/s/ Harvey
L.
Weiss |
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Harvey
L. Weiss
Chief
Executive Officer
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