-----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, MtoyddNrZ8scUZn9KYwedQJjikMl/1Wbq2i8jdaU26W+t9duTCvHPMOSpzJXsW8T clknnNTz4roJl8ImOciGmg== 0001393725-08-000067.txt : 20080822 0001393725-08-000067.hdr.sgml : 20080822 20080822163850 ACCESSION NUMBER: 0001393725-08-000067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 GROUP MEMBERS: BARRY M. KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress International Group, Inc. CENTRAL INDEX KEY: 0001320760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 202027651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80979 FILM NUMBER: 081034940 BUSINESS ADDRESS: STREET 1: 7226 LEE DEFOREST DRIVE, STREET 2: SUITE 203 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: (410) 312-9988 MAIL ADDRESS: STREET 1: 7226 LEE DEFOREST DRIVE, STREET 2: SUITE 203 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: Fortress America Acquisition CORP DATE OF NAME CHANGE: 20050315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729852121 SC 13G 1 sch-13g.htm SCH-13G-FORTRESS INTERNATIONAL GROUP, INC. sch-13g.htm


 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 3)*
 
Fortress International Group, Inc.
(Name of Issuer)
 
 
Common Stock, par value $.0001 per share
(Title of Class of Securities)
 
 
34958D102
(CUSIP Number)
 
 
August 20, 2008
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
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).
 
 
 
 
 
SCHEDULE 13G
CUSIP NO. 34958D102
Page 2 of 7

 
 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
The Pinnacle Fund, L.P., a Texas limited partnership
75-2512784
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) þ
 
 
3
 
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
NUMBER OF
 
 SHARES
 
 BENEFICIALLY
 
 OWNED BY EACH
 
REPORTING
 
 PERSON WITH
 
 
5
SOLE VOTING POWER
 
1,201,204 shares of Common Stock
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
1,201,204 shares of Common Stock
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,204 shares of Common Stock
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.7% (See Item 4)
 
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
SCHEDULE 13G
CUSIP NO. 34958D102
Page 3 of 7

 
 
1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Barry M. Kitt
 
 2
   CHECK THE APPROPRIATE BOX IF A
   MEMBER OF A GROUP
 (a) o
 (b) þ
 
 
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
 
1,201,204 shares of Common Stock
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
1,201,204 shares of Common Stock
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,201,204 shares of Common Stock
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.7% (See Item 4)
 
12
TYPE OF REPORTING PERSON
 
IN
 

 
 
 
 
SCHEDULE 13G
CUSIP NO. 34958D102
Page 4 of 7
 
Item 1(a).
Name of Issuer:
   
 
Fortress International Group, Inc. (the "Issuer")
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
7226 Lee DeForest Drive, Suite 203
Columbia, Maryland 21046
   
Items 2(a), (b) and (c).
Name of Persons Filing, Address of Principal Business Office and Citizenship:
   
 
This Amendment No. 3 to Schedule 13G is being filed on behalf of The Pinnacle Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons").
   
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 3 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 3 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
   
 
The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093.  For citizenship, see Item 4 of each cover page.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, par value $.0001 per share (the "Common Stock")
   
Item 2(e).
CUSIP Number:
   
 
34958D102
   
Item 3.
Not applicable
   
Item 4.
Ownership.
   
 
(a)
Amount beneficially owned:
   
   
1,201,204 shares of Common Stock*
   
 

 
 
 

 
SCHEDULE 13G
CUSIP NO. 34958D102
Page 5 of 7

 
(b)
Percent of class:
   
   
Based on 12,091,870 shares of Common Stock of the Issuer outstanding as of July 31, 2008, and 291,691 shares of Common Stock issuable upon exercise of certain warrants held by the Reporting Persons, the Reporting Persons hold approximately 9.7%* of the Common Stock of the Issuer.
   
 
(c)
Number of shares to which such person has:
   
   
(i)
Sole power to vote or direct the vote:  1,201,204 shares of Common Stock*
   
   
(ii)
Shared power to vote or direct the vote:
0
   
   
(iii)
Sole power to dispose or to direct the disposition of:  1,201,204 shares of Common Stock*
   
   
(iv)
Shared power to dispose of or direct the disposition of:
0
       
 
*This statement is filed on behalf of The Pinnacle Fund, L.P. (“Pinnacle”) and Barry M. Kitt.  Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle.  Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers.  Mr. Kitt is the sole member of Management.  Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle.  Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.
   
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 By the Parent Holding Company.
   
 
Not applicable
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable
 
 
SCHEDULE 13G
CUSIP NO. 34958D102
Page 6 of 7

Item 9.
Notice of Dissolution of a 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.
 

 
 
 

SCHEDULE 13G
CUSIP NO. 34958D102
Page 7 of 7
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  August 22, 2008
 
  THE PINNACLE FUND, L.P.  
       
 
By:
By:
Pinnacle Advisers, L.P., its general partner
Pinnacle Fund Management, LLC, its general partner
 
       
       
   By: /s/Barry M. Kitt  
    Barry M. Kitt, its sole member  
       
       
    /s/Barry M. Kitt   
     Barry M. Kitt  

 
 

EX-1 2 ex-1.htm JOINT FILING AGREEMENT ex-1.htm


SCHEDULE 13G
CUSIP NO. 34958D102  
 
Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 1,201,204 shares of Common Stock of Fortress International Group, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on August 22, 2008.

 
  THE PINNACLE FUND, L.P.  
       
 
By:
By:
Pinnacle Advisers, L.P., its general partner
Pinnacle Fund Management, LLC, its general partner
 
       
       
   By: /s/Barry M. Kitt  
    Barry M. Kitt, its sole member  
       
       
    /s/Barry M. Kitt   
     Barry M. Kitt  

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