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August
20, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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o
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Rule
13d-1(b)
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þ
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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CUSIP
NO. 34958D102
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Page 2 of
7
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1
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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
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||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER
OF
A GROUP
|
(a) o
(b) þ
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|||
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3
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SEC
USE ONLY
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||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
1,201,204
shares of Common Stock
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|||
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6
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SHARED
VOTING POWER
0
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||||
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7
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SOLE
DISPOSITIVE POWER
1,201,204
shares of Common Stock
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||||
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8
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SHARED
DISPOSITIVE POWER
0
|
||||
|
9
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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
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|||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
PN
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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
|
|||
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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)
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|||
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12
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TYPE
OF REPORTING PERSON
IN
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|||
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CUSIP
NO. 34958D102
|
Page 4 of
7
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Item
1(a).
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Name
of Issuer:
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Fortress
International Group, Inc. (the "Issuer")
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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7226
Lee DeForest Drive, Suite 203
Columbia,
Maryland 21046
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Items
2(a), (b) and (c).
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Name
of Persons Filing, Address of Principal Business Office and
Citizenship:
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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").
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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.
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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.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $.0001 per share (the "Common Stock")
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Item
2(e).
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CUSIP
Number:
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34958D102
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Item
3.
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Not
applicable
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Item
4.
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Ownership.
|
|
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(a)
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Amount beneficially
owned:
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1,201,204
shares of Common Stock*
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CUSIP
NO. 34958D102
|
Page 5 of
7
|
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(b)
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Percent of
class:
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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.
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(c)
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Number of shares to which such person
has:
|
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(i)
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Sole
power to vote or direct the vote: 1,201,204 shares of Common
Stock*
|
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(ii)
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Shared
power to vote or direct the vote:
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0
|
||
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(iii)
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Sole
power to dispose or to direct the disposition of: 1,201,204
shares of Common Stock*
|
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(iv)
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Shared
power to dispose of or direct the disposition of:
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0
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*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.
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||||
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
|||
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Not
applicable
|
||||
|
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
|
|||
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Not
applicable
|
||||
|
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company.
|
|||
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Not
applicable
|
||||
|
Item
8.
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Identification
and Classification of Members of the Group.
|
|||
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Not
applicable
|
||||
|
CUSIP
NO. 34958D102
|
Page 6 of
7
|
|
Item
9.
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Notice
of Dissolution of a Group.
|
|||
|
Not
applicable
|
||||
|
Item
10.
|
Certification.
|
|||
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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. 34958D102
|
Page 7 of
7
|
| 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 | |||