UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2010




or




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
file number: 000-51426









FORTRESS
INTERNATIONAL GROUP, INC.


(Exact name of registrant as specified in its charter)




Delaware
            
            20-2027651(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer Identification No.)7226
      Lee DeForest Drive, Suite 209
              Columbia,
      Maryland
            
            21046(Address
      of principal executive offices)
            
            (Zip
      Code)




(410)
423-7300


(Registrant’s
telephone number, including area code)




Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o




Indicate by check mark
whether each registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated
      filer o
            Accelerated filer
      oNon-accelerated
      filer o  (Do
      not check if a smaller reporting company)
            Smaller reporting
      company x




Indicated by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).


Yes o No x




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Common
Stock, par value $0.0001 per share, as of November 1,
2010                14,268,494










FORTRESS
INTERNATIONAL GROUP, INC.


Table
of Contents




PagePART
      I - FINANCIAL INFORMATIONItem
      1.      Financial Statements
            
            2Condensed
      Consolidated Balance Sheets as of September 30, 2010 and as of December
      31, 2009
            
            
            2Condensed
      Consolidated Statements of Operations for the three and nine months ended
      September 30, 2010 and September 30, 2009
            
            
            3Condensed
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 2010 and September 30, 2009
            
            
            4Notes
      to Condensed Consolidated Financial Statements
            
            
            5Item
      2.      Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
            
            
            12Item
      3.      Quantitative and Qualitative Disclosures
      about Market Risk
            
            
            19Item
      4T.   Controls and Procedures
            
            
            19PART
      II - OTHER INFORMATIONItem
      1.      Legal Proceedings
            
            
            20Item
      1A.   Risk Factors
            
            
            20Item
      2.      Unregistered Sales of Equity Securities
      and Use of Proceeds
            
            
            20Item
      3.      Defaults upon Senior
      Securities
            
            
            21Item
      4.      Removed and reserved.
            
            
            21Item
      5.      Other Information
            
            
            21Item
      6.      Exhibits
            
            
            21SIGNATURES
            
            
            22










PART
I - FINANCIAL INFORMATION





Item
1. Financial Statements






FORTRESS
INTERNATIONAL GROUP, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS






(Unaudited)September
      30,
              2010
            
            
            December
      31,
              2009AssetsCurrent
      AssetsCash
      and cash equivalents
            
            $
            11,189,104
            
            
            $
            2,263,146Contract
      and other receivables, net
            
            
            18,020,122
            
            
            
            14,196,772Costs
      and estimated earnings in excess of billingson uncompleted
      contracts
            
            
            769,779
            
            
            
            1,056,543Prepaid
      expenses and other current assets
            
            
            819,066
            
            
            
            1,007,371Total
      current assets
            
            
            30,798,071
            
            
            
            18,523,832Property
      and equipment, net
            
            
            418,797
            
            
            
            612,569Goodwill
            
            
            3,811,127
            
            
            
            3,811,127Other
      intangible assets, net
            
            
            60,000
            
            
            
            60,000Other
      assets
            
            
            46,748
            
            
            
            246,218Total
      assets
            
            $
            35,134,743
            
            
            $
            23,253,746Liabilities
      and Stockholders’ EquityCurrent
      LiabilitiesNotes
      payable, current portion
            
            $
            276,415
            
            
            $
            183,679Accounts
      payable and accrued expenses
            
            
            16,076,516
            
            
            
            8,038,658Billings
      in excess of costs and estimated earningson uncompleted
      contracts
            
            
            9,530,804
            
            
            
            6,536,752Total
      current liabilities
            
            
            25,883,735
            
            
            
            14,759,089Notes
      payable, less current portion
            
            
            -
            
            
            
            152,343Convertible
      notes, less current portion
            
            
            2,750,000
            
            
            
            4,000,000Other
      liabilities
            
            
            152,308
            
            
            
            186,905Total
      liabilities
            
            
            28,786,043
            
            
            
            19,098,337Commitments
      and Contingencies
            
            
            -
            
            
            
            -Stockholders’
      EquityPreferred
      stock- $.0001 par value; 1,000,000 shares authorized; no sharesissued or outstanding
            
            
            -
            
            
            
            -Common
      stock- $.0001 par value, 100,000,000 shares authorized; 13,882,738and 13,142,962 issued; 13,415,580 and 12,846,709 outstanding at
      September
      30, 2010 and December 31, 2009, respectively
            
            
            1,388
            
            
            
            1,314Additional
      paid-in capital
            
            
            65,146,118
            
            
            
            63,442,796Treasury
      stock 467,158 and 296,253 shares at cost atSeptember 30, 2010 and
      December 31, 2009, respectively
            
            
            (1,079,992
            )
            
            
            (959,971
            )Accumulated
      deficit
            
            
            (57,718,814
            )
            
            
            (58,328,730
            )Total
      stockholders' equity
            
            
            6,348,700
            
            
            
            4,155,409Total
      liabilities and stockholders’ equity
            
            $
            35,134,743
            
            
            $
            23,253,746




The
accompanying notes are an integral part of these condensed consolidated
financial statements.




2




FORTRESS
INTERNATIONAL GROUP, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS




(Unaudited)
                  For
      the Three Months Ended
              
              
              (Unaudited)For the Nine Months
      EndedSeptember
      30, 2010
              
              
              September
      30, 2009
              
              
              September
      30, 2010
              
              
              September
      30, 2009Results
      of Operations:Revenue
              
              $
              21,000,377
              
              
              $
              10,093,152
              
              
              $
              60,770,283
              
              
              $
              39,098,772Cost
      of revenue
              
              
              17,753,803
              
              
              
              7,971,151
              
              
              
              51,859,226
              
              
              
              32,695,686Gross
      profit
              
              
              3,246,574
              
              
              
              2,122,001
              
              
              
              8,911,057
              
              
              
              6,403,086Operating
      expenses:Selling,
      general and administrative
              
              
              2,666,823
              
              
              
              2,580,812
              
              
              
              7,936,667
              
              
              
              10,232,936Depreciation
      and amortization
              
              
              84,017
              
              
              
              100,154
              
              
              
              271,817
              
              
              
              305,975Amortization
      of intangibles
              
              
              -
              
              
              
              6,325
              
              
              
              -
              
              
              
              919,227Impairment
      loss on goodwill and other intangibles
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,254,910Total
      operating costs
              
              
              2,750,840
              
              
              
              2,687,291
              
              
              
              8,208,484
              
              
              
              21,713,048Operating
      income (loss)
              
              
              495,734
              
              
              
              (565,290
              )
              
              
              702,573
              
              
              
              (15,309,962
              )Interest
      income (expense), net
              
              
              (30,052
              )
              
              
              (55,321
              )
              
              
              (92,657
              )
              
              
              (143,381
              )Income
      (loss) from continuing operations before income taxes
              
              
              465,682
              
              
              
              (620,611
              )
              
              
              609,916
              
              
              
              (15,453,343
              )Income
      tax expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      income (loss) from continuing operations
              
              
              465,682
              
              
              
              (620,611
              )
              
              
              609,916
              
              
              
              (15,453,343
              )Income
      (loss) from discontinued operations, net of taxes
              
              
              -
              
              
              
              640,366
              
              
              
              -
              
              
              
              (2,311,174
              )Net
      income (loss)
              
              $
              465,682
              
              
              $
              19,755
              
              
              $
              609,916
              
              
              $
              (17,764,517
              )Basic
      Earnings (Loss) per Share:Net
      income (loss) from continuing operations, net of tax
              
              $
              0.03
              
              
              $
              (0.05
              )
              
              $
              0.05
              
              
              $
              (1.22
              )Income
      (loss) from discontinued operations, net of taxes
              
              
              -
              
              
              
              0.05
              
              
              
              -
              
              
              
              (0.18
              )Net
      income (loss)
              
              $
              0.03
              
              
              $
              0.00
              
              
              $
              0.05
              
              
              $
              (1.40
              )Diluted
      Earnings (Loss) per Share:Net
      income (loss) from continuing operations, net of tax
              
              $
              0.03
              
              
              $
              (0.05
              )
              
              $
              0.04
              
              
              $
              (1.22
              )Income
      (loss) from discontinued operations, net of taxes
              
              
              -
              
              
              
              0.05
              
              
              
              -
              
              
              
              (0.18
              )Net
      income (loss)
              
              $
              0.03
              
              
              $
              0.00
              
              
              $
              0.04
              
              
              $
              (1.40
              )




The
accompanying notes are an integral part of these condensed consolidated
financial statements.


3




FORTRESS
INTERNATIONAL GROUP, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS






(Unaudited)
                For
      the Nine Months EndedSeptember
      30,
                2010
              
              
              September
      30,
                2009Cash
      Flows from Operating Activities:Net
      income (loss)
              
              $
              609,916
              
              
              $
              (17,764,517
              )Adjustments
      to reconcile net income (loss) to net cash provided by (used in)
      operating activities:Depreciation
      and amortization
              
              
              271,817
              
              
              
              309,934Amortization
      of intangibles
              
              
              -
              
              
              
              1,476,171Impairment
      loss on goodwill and other intangibles
              
              
              -
              
              
              
              13,062,133Provision
      for doubtful accounts
              
              
              -
              
              
              
              1,025,083Stock
      and warrant-based compensation
              
              
              453,396
              
              
              
              1,393,098Extinguishment
      of contract liabilities
              
              
              -
              
              
              
              (269,217
              )Other
      non-cash income, net
              
              
              (36,484
              )
              
              
              2,935Changes
      in operating assets and liabilities:Contracts
      and other receivables
              
              
              (3,823,350
              )
              
              
              8,784,073Costs
      and estimated earnings in excess of billings on
      uncompletedcontracts
              
              
              286,764
              
              
              
              877,104Prepaid
      expenses and other current assets
              
              
              (91,451
              )
              
              
              7,714Other
      assets
              
              
              199,470
              
              
              
              (54,190
              )Accounts
      payable and accrued expenses
              
              
              8,074,342
              
              
              
              (12,573,806
              )Billings
      in excess of costs and estimated earnings onuncompleted
      contracts
              
              
              2,994,052
              
              
              
              (3,222,745
              )Other
      liabilities
              
              
              (34,597
              )
              
              
              (82,597
              )Net
      cash provided by (used in) operating activities
              
              
              8,903,875
              
              
              
              (7,028,827
              )Cash
      Flows from Investing Activities:Purchase
      of property and equipment
              
              
              (78,045
              )
              
              
              (112,638
              )Proceeds
      from repayment of note in connection withthe
      sale of certain assets and liabilities of Rubicon
              
              
              279,756
              
              
              
              -Payment
      of earnout in connection with the acquisition of
      Rubicon
              
              
              -
              
              
              
              (700,000
              )Payment
      of earnout in connection with the acquisition of
Innovative
              
              
              -
              
              
              
              (353,187
              )Net
      cash provided by (used in) investing activities
              
              
              201,711
              
              
              
              (1,165,825
              )Cash
      Flows from Financing Activities:Payments
      on notes payable
              
              
              (4,915
              )
              
              
              (31,288
              )Payment
      on seller notes
              
              
              (54,692
              )
              
              
              (1,808,507
              )Purchase
      of treasury stock
              
              
              (120,021
              )
              
              
              (48,718
              )Net
      cash used in financing activities
              
              
              (179,628
              )
              
              
              (1,888,513
              )Net
      increase (decrease) in cash
              
              
              8,925,958
              
              
              
              (10,083,165
              )Cash,
      beginning of period
              
              
              2,263,146
              
              
              
              12,448,157Cash,
      end of period
              
              $
              11,189,104
              
              
              $
              2,364,992Less:
      Cash associated with discontinued operations
              
              
              -
              
              
              
              212,943Cash,
      end of period from continuing operations
              
              $
              11,189,104
              
              
              $
              2,152,049Supplemental
      disclosure of cash flow information:Cash
      paid for interest
              
              $
              277,570
              
              
              $
              126,444Cash
      paid for taxes
              
              
              -
              
              
              
              116,411Supplemental
      disclosure of non-cash financing activities:Promissory
      notes, issued to an officer, converted to commonstock
              
              $
              1,250,000
              
              
              $
              -Promissory
      notes payable issued in connection with the acquisition of
      Rubicon
              
              
              -
              
              
              
              550,000




The
accompanying notes are an integral part of these condensed consolidated
financial statements.





4




FORTRESS INTERNATIONAL
GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




(1)
            Basis
      of Presentation




The
unaudited condensed consolidated financial statements are for the three and
nine months ended September 30, 2010 and 2009 for Fortress International
Group, Inc. (“Fortress” or the “Company” or “We”).




The
accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). Certain information and note disclosures normally included
in the annual financial statements, prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”), have
been condensed or omitted pursuant to those rules and regulations. We recommend
that you read these unaudited condensed consolidated financial statements in
conjunction with the audited consolidated financial statements and related notes
included in our Annual Report on Form 10-K for the year ended December 31,
2009, previously filed with the SEC. We believe that the unaudited condensed
consolidated financial statements in this Quarterly Report on Form 10-Q reflect
all adjustments that are necessary to fairly present the financial position,
results of operations and cash flows for the interim periods presented. The
results of operations for such interim periods are not necessarily indicative of
the results that can be expected for the full year.




Nature
of Business and Organization




The
Company provides a single source solution for highly technical mission-critical
facilities such as data centers, operations centers, network facilities, server
rooms, security operations centers, communications facilities and the
infrastructure systems that are critical to their function. The Company’s
services consist of technology consulting, design and engineering, construction
management, systems installations and facilities management.




During
the year ended December 31, 2009, the Company experienced a significant and
unexpected decrease in its revenues, caused by delays in starting projects or
cancellations thereof resulting in a significant loss and negative cash flows
from operations.  The Company has taken actions to address the
liquidity concerns that this caused.




Based on
an unexpected lack of new contracts and continued customer delays experienced
during 2009, management revised our financial forecast and implemented selling,
general and administrative cost cutting measures with an approximate annual
savings of $2.2 million.  In an effort to achieve positive cash flows
from operations and align costs with forecasted revenues in the future, the
Company voluntarily delisted from the NASDAQ Capital Market in March 2010 to
reduce professional fees and other costs necessary to maintain a listing on the
NASDAQ Capital Market.




Due to
the downturn in the economy, which had an adverse impact on the Company’s
existing customers, financial security and stock value, the Company suspended
its strategy of growth through acquisition in 2009.  The corporate
focus is centered on preserving cash, achieving positive cash flow and
discontinuing or selling operations that threatened that focus.   The
Company engaged an investment bank to assist it in evaluating various
disposition and financial alternatives, which culminated in the sale of the
Rubicon division to its management and former owners on December 29,
2009.




The
Company further sought to restructure scheduled debt repayments with its
creditors.  In addition to the added liquidity from the proceeds of the
sale of Rubicon, the Company eliminated scheduled debt repayments through debt
forgiveness of approximately $0.5 million to the former sellers of Rubicon. On
February 28, 2010, the Company improved its net worth through the principal
conversion of $1.3 million of principal due on a seller note to Mr. Gerard
Gallagher, our President and Chief Operating Officer (COO).  Furthermore,
the principal repayment of the remaining $2.8 million originally scheduled to
begin payment on March 1, 2010 was amended to begin in the second quarter of
2012.  As a result of these note restructurings, at December 31, 2009 short
term debt obligations were reduced $2.3 million and in turn our short-term
liquidity substantially improved.




As a
result of the cost reduction efforts to realign operations with decreased
anticipated revenues, the added liquidity from the sale of Rubicon, and the
financial restructuring of the $4.0 million seller note, management believes
that our current cash and cash equivalents and expected future cash generated
from operations will satisfy the Company’s expected working capital, capital
expenditure and investment requirements through the next twelve
months.





5




FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




Recently
Issued Accounting Pronouncements




In
October 2009, Accounting Standards Update No. 2009-13, Revenue Recognition
(Topic 605): Multiple-Deliverable
Revenue Arrangements a consensus of the FASB Emerging Issues Task Force
was issued. The objective of this Update is to address the accounting for
multiple-deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than as a combined unit. Vendors often
provide multiple products or services to their customers. Those deliverables
often are provided at different points in time or over different time periods.
Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, establishes
the accounting and reporting guidance for arrangements under which the vendor
will perform multiple revenue-generating activities. Specifically, this Subtopic
addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting. The amendments in
this Update will affect accounting and reporting for all vendors that enter into
multiple-deliverable arrangements with their customers when those arrangements
are within the scope of ASC Subtopic 605-25. The amendments in this Update
significantly expand the disclosures related to a vendor’s multiple-deliverable
revenue arrangement. The objective of the disclosures is to provide information
about the significant judgments made and changes to those judgments and about
the application of the relative selling-price method affects the timing of the
revenue recognition. The amendments in this Update will be effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not anticipate that the adoption of this standard,
which will be in effect for the Company beginning January 1, 2011, will have any
significant impact on its results of operations or financial
position.





6




FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




(2)
            Accounts
      Receivable, net




The
Company had accounts receivable allowances for doubtful accounts of $0.5
million at September 30, 2010 and December 31, 2009.  Bad debt expense for
the three months ended September 30, 2010 and 2009 was zero.  Bad debt
expense for the nine months ended September 30, 2010 and 2009 was zero and $1.0
million, respectively.




Included
in accounts receivable was retainage associated with construction projects
totaling $0.9 million and $0.5 million at September 30, 2010 and December 31,
2009, respectively.




The
Company earned approximately 79% and 25% of its revenue from one and two
customers for the three months ended September 30, 2010 and 2009,
respectively.  The Company earned approximately 68% and 29% of its
revenue from one and two customers for the nine months ended September 30, 2010
and 2009, respectively.  Accounts receivable from these customers at
September 30, 2010 and December 31, 2009 was $13.2 million and $3.8 million,
respectively.




Additionally,
two customers, comprising 81% and 70% of the Company’s total revenue for the
three and nine months ended September 30, 2010, respectively, were purchased
during the nine months ended September 30, 2010.   We are unable to
determine the effect that the mergers may have on continued business with these
customers although to date we have continued to perform previously contracted
work and bid new opportunities.




(3)
            Extinguishment
      of Liabilities




During
the nine months ended September 30, 2009, the Company finalized the
extinguishment of approximately $0.3 million.  During 2009, pursuant
to a contract assignment, two different subcontractors relieved the Company of
its obligation due to vendors which had been previously recorded by the
Company.  The Company’s customer has not made payments under the
contract and these vendors will pursue collection remedy independently and
without recourse to the Company pursuant to the terms of the contract
assignment. The Company recorded the extinguishment of liabilities for the
amount due to two vendors as a reduction to accounts payable and a reduction to
cost of sales of $0.3 million during the nine months ended September 30,
2009.




(4)
            Discontinued
      Operations




On
December 29, 2009, the Company completed the sale of substantially all of the
assets and liabilities of Rubicon for total consideration of $1.8 million
consisting of $0.8 million in cash proceeds, net of transaction costs, a $0.6
million note receivable and $0.4 million in forgiveness of actual obligations
and potential liabilities related to 2008 and 2009 earn-outs to the former
owners and management of Rubicon.   The Company is in the process
of reviewing the buyer’s working capital calculation as outlined in the purchase
agreement and received scheduled note payments through October
2010.  Additionally, the Company is entitled to contingent
consideration in the form of an earn-out equal to 7.5% of gross profit on
designated projects during a one year period commencing on the close
date.  At September 30, 2010, the Company was reviewing an initial
earn-out calculation and payment of $0.04 million for the six months ended June
30, 2010; however, the Company had not recorded the gain pending its completed
review.




For all
periods presented, the Company classified Rubicon, which focused on construction
management and equipment integration, as discontinued operations as the Company
has no ongoing involvement with the business component that has distinguishable
operations and financials from the rest of the entity.  We sold this
business to enhance the Company’s liquidity, while maintaining similar service
capabilities. Associated results of operations, financial position and cash
flows are separately reported for all periods presented.




For
      the Three Months Ended September
      30, 2009
                    
                    
                    For
      the Nine Months Ended September
      30, 2009Revenue
                    
                    $
                    5,912,589
                    
                    
                    $
                    21,917,718Income
      (loss) from operations of discontinued businesses, before
      taxes
                    
                    
                    640,366
                    
                    
                    
                    (2,311,174
                    )Income
      tax expense
                    
                    
                    -
                    
                    
                    
                    -Income
      (loss) from operations of discontinued businesses
                    
                    $
                    640,366
                    
                    
                    $
                    (2,311,174
                    )




7




FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Information
for business components included in discontinued operations is as
follows:


(5)
            Basic
      and Diluted Net Loss per Share





Basic and
diluted net loss per common share is computed as follows:


Three
      Months Ended September 30,2010
              
              
              2009Income
              
              
              Shares
              
              
              $ perShare
              
              
              Income
              
              
              Shares
              
              
              $ perShareBASIC
      EARNINGS (LOSS) PER SHAREIncome
      (loss) from continuing operations
              
              $
              465,682
              
              
              
              13,415,580
              
              
              $
              0.03
              
              
              $
              (620,611
              )
              
              
              12,675,630
              
              
              $
              (0.05
              )EFFECT
      OF DILUTIVE SECURITIESUnvested
      restricted stock
              
              
              -
              
              
              
              813,658
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -DILUTED
      EARNINGS (LOSS) PER SHARE
              
              $
              465,682
              
              
              
              14,229,238
              
              
              $
              0.03
              
              
              $
              (620,611
              )
              
              
              12,675,630
              
              
              $
              (0.05
              )
  Nine
      Months Ended September 30,2010
              
              
              2009Income
              
              
              Shares
              
              
              $ perShare
              
              
              Income
              
              
              Shares
              
              
              $ perSharesBASIC
      EARNINGS (LOSS) PER SHAREIncome
      (loss) from continuing operations
              
              $
              609,916
              
              
              
              13,252,624
              
              
              $
              0.05
              
              
              $
              (15,453,343
              )
              
              
              12,665,242
              
              
              $
              (1.22
              )EFFECT
      OF DILUTIVE SECURITIESUnvested
      restricted stock
              
              
              -
              
              
              
              830,656
              
              
              
              0.01
              
              
              
              -
              
              
              
              -
              
              
              
              -DILUTED
      EARNINGS (LOSS) PER SHARE
              
              $
              609,916
              
              
              
              14,083,280
              
              
              $
              0.04
              
              
              $
              (15,453,343
              )
              
              
              12,665,242
              
              
              $
              (1.22
              )




Unvested
restricted stock units for 87,167 and 700,000 shares of common stock,
respectively, that were outstanding at September 30, 2010 were not included in
the computation of diluted net loss per common share for the three and nine
months ended September 30, 2010, as they vest at $3.00 per share or expired out
of the money.  Additionally, for the three and nine months ended
September 30, 2010, all convertible notes were omitted from the earnings per
share calculation because the effect of conversion would be
anti-dilutive.





Unvested
restricted stock, convertible unsecured promissory notes, options to purchase
units and warrants for 1,120,601; 533,333; 700,000 and 15,710,300 shares of
common stock, respectively, that were outstanding at September 30, 2009 were not
included in the computation of diluted net loss per common share for the three
and nine months ended September 30, 2009, as their inclusion would be
anti-dilutive.





(6)
            Employee
      Benefit Plans





Restricted
Stock




For the
three months ended September 30, 2010 and 2009, the Company recorded non-cash
compensation expense included in selling, general and administrative expense
associated with vesting awards of $0.1 million and $0.4 million, respectively,
and in cost of revenue recorded zero and $0.1 million,
respectively.





For the
nine months ended September 30, 2010 and 2009, the Company recorded non-cash
compensation expense included in selling, general and administrative expense
associated with vesting awards of $0.4 million and $1.1 million, respectively,
and in cost of revenue recorded $0.1 million and $0.3 million, respectively. For
the nine months ended September 30, 2010 and September 30, 2009, the Company
granted 90,000 and 568,764 shares of restricted stock, respectively, and
restricted stock units of zero and 20,000, respectively, under the 2006
Omnibus Incentive Compensation Plan (Stock Plan).





On June
6, 2010, shareholders approved a 950,000 increase to shares available for award
under the Stock Plan.  At September 30, 2010, there was approximately
$0.4 million of unrecognized stock compensation to be recognized over a weighted
period of approximately six months.





(7)
            Options
      to Purchase Shares of Common Stock





At
December 31, 2009, options to purchase 700,000 shares of common stock at a
purchase price of $7.50 per share were outstanding. These options expired July
13, 2010 and subsequently the Company has no outstanding options to purchase
units or warrants.


8




FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(8)
            Income
      Taxes




Deferred
income taxes are provided for the temporary differences between the financial
reporting and tax basis of the Company’s assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.





The
Company is in a net operating loss carryover position. The net operating losses
not utilized can be carried forward for 20 years to offset future taxable
income. As of September 30, 2010 and December 31, 2009, a full valuation
allowance has been recorded against the Company’s deferred tax assets, as the
Company has concluded that under relevant accounting standards it is more likely
than not that the deferred tax assets will not be realizable.





The
Company’s effective tax rate is based upon the rate expected to be applicable to
the full fiscal year.





The
Company files a consolidated federal tax return in states that allow it, and in
other states the Company files separate tax returns.





The
Company’s prior federal and state income tax filings since 2007 remain open
under statutes of limitation.  Innovative Power System Inc.’s statutes of
limitation are open from the 2007 tax year forward for both federal and
Commonwealth of Virginia purposes.  Quality Power Systems
Inc.’s statutes of limitation are open from the 2007 tax year forward for
both federal and Commonwealth of Virginia purposes. SMLB, Ltd. statutes of
limitation are open from the 2007 tax year forward for both federal and State of
Illinois purposes.




(9)
            Notes
      Payable




September
      30,
                2010
              
              
              December
      31,
                2009Convertible,
      unsecured promissory note, due 2012 (4.0%)
              
              $
              2,750,000
              
              
              $
              4,000,000Unsecured
      promissory note, due 2010 (6.0%)
              
              
              120,572
              
              
              
              120,572Unsecured
      promissory note, due 2010 (6.0%)
              
              
              155,843
              
              
              
              210,535Vehicle
      notes
              
              
              -
              
              
              
              4,915Total
      debt
              
              
              3,026,415
              
              
              
              4,336,022Less
      current portion
              
              
              276,415
              
              
              
              183,679Total
      debt, less current portion
              
              $
              2,750,000
              
              
              $
              4,152,343





For the
nine months ended September 30, 2010 and 2009, the Company made principal
repayments of $0.06 million and $1.8 million,
respectively.





On
February 28, 2010, the COO entered into an agreement with the Company to convert
$1.3 million of the outstanding note held by the COO into equity at a conversion
price of $2.00 per share, resulting in the aggregate issuance of 625,000 shares
of the Company’s common stock.  The amount of the excess of the
conversion price of $2.00 over the market price at $0.56 on the date of
conversion totaling $0.9 million has been recorded as additional paid-in
capital.   The terms on the remaining principal balance of $2.8 million
were amended reducing the interest rate under the note from 6% to 4%, providing
for the payment of certain amounts of accrued interest over time, providing for
interest-only payments under the note until April 1, 2012, providing for eight
annual principal payments in the amount of $125,000 each beginning on April 1,
2012, and providing for a final payment of all remaining amounts of principal
and interest due under the note on April 1, 2014.  The note amendment
also provides for the acceleration of all amounts due under the note upon a
change of control of the Company or the death of the COO.  Based on
the amended principal repayment terms, the $4.0 million note was classified as
long-term at December 31, 2009.





9





FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(10)
            Related
      Party Transactions





The
Company participates in transactions with the following entities affiliated
through common ownership and management. The Audit Committee in accordance with
its written charter reviews and approves in advance all related party
transactions greater than $25,000 and follows a pre-approved process for
contracts with a related party for less than $25,000.




S3
Integration, LLC (S3 Integration) is 15% owned by each of the Company’s
Chief Executive Officer and COO.  S3 Integration provides commercial
security systems design and installation services as a subcontractor to the
Company.




Chesapeake
Systems, LLC (Chesapeake Systems) is 9% owned and significantly indebted
to the Company’s Chief Executive Officer. Chesapeake Systems is a manufacturers’
representative and distributor of mechanical and electrical
equipment.




Chesapeake
Mission Critical, LLC (Chesapeake MC) is 9% owned by each of the
Company’s Chief Executive Officer and its COO. Additionally, it is significantly
indebted to the Company’s Chief Executive Officer. Chesapeake MC is a
manufacturers’ representative and distributor of electrical
equipment.




CTS
Services, LLC (CTS) is 9% owned by the Company’s Chief Executive Officer.
CTS is a mechanical contractor that acts as a subcontractor to the Company for
certain projects. In addition, CTS utilizes the Company as a subcontractor on
projects as needed. Prior to April 1, 2009, the Company’s Chief Executive
Officer owned 55% of CTS.




L.H.
Cranston Acquisition Group, Inc.  (Cranston) was 25% owned by
the Company’s Chief Executive Officer until the sale of his interest on February
28, 2009. Cranston is a mechanical, electrical and plumbing contractor that
acts, directly or through its subsidiary L.H. Cranston and Sons, Inc., as
subcontractor to the Company on a project-by-project basis.




Telco
P&C, LLC is 9% owned by the Company’s Chief Executive Officer. Telco
P&C is a specialty electrical installation company that acts as a
subcontractor to the Company. The Company has also acted as a subcontractor to
Telco as needed.




TPR
Group Re Three, LLC (TPR Group Re Three) is 50% owned by each of the
Company’s Chief Executive Officer and its COO. TPR Group Re Three leases office
space to the Company under the terms of a real property lease to TSS/Vortech. An
independent valuation of the lease determined the lease to be at fair
value.




Chesapeake
Tower Systems, Inc. (Chesapeake) is owned 100% by the Company’s Chief
Executive Officer.  During the second quarter 2009 and concurrent with
an expiring leased facility, the Company entered into a new lease for
approximately 25,000 square feet of combined office and warehouse space from
Chesapeake.  The lease commitment is for five years (Initial Term)
with a two-year renewal option (Renewal Term).  During the Initial
Term, annual rent is $124,000, plus operating expenses.  If the
Company elects to extend the lease, annual rent increases by  the
greater of i) fair market rental as defined in the lease, or ii) 3% increase in
each year of the Renewal Term.  Additionally, Chesapeake provided
$150,000 for tenant improvements and relocation costs.  An independent
appraisal of the lease determined the lease to be at fair
value.





10




FORTRESS
INTERNATIONAL GROUP, INC.


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





The
following table sets forth transactions the Company has entered into with the
above related parties for the three and nine months ended September 30, 2010 and
2009.  It should be noted that revenue represents amounts earned on
contracts with related parties under which we provide services, and cost of
revenue represents costs incurred in connection with related parties which
provide services to us on contracts for our customers. As such a direct
relationship to the revenue and cost of revenue information below by company
should not be expected.






Three
      Months
              
              
              Three
      Months
              
              
              Nine
      Months
              
              
              Nine
      MonthsEnded
              
              
              Ended
              
              
              Ended
              
              
              EndedSeptember
      30, 2010
              
              
              September
      30, 2009
              
              
              September
      30, 2010
              
              
              September
      30, 2009RevenueCTS
      Services, LLC
              
              $
              23,902
              
              
              $
              -
              
              
              $
              23,902
              
              
              $
              2,000Telco
      P&C, LLC
              
              
              93,764
              
              
              
              84,395
              
              
              
              559,099
              
              
              
              153,660Chesapeake
      Mission Critical, LLC
              
              
              9,031
              
              
              
              20,660
              
              
              
              20,531
              
              
              
              177,318Total
              
              $
              126,697
              
              
              $
              105,055
              
              
              $
              603,532
              
              
              $
              332,978Cost
      of RevenueCTS
      Services, LLC
              
              $
              -
              
              
              $
              380,975
              
              
              $
              134,109
              
              
              $
              1,881,913Chesapeake
      Systems, LLC
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Chesapeake
      Mission Critical, LLC
              
              
              47,490
              
              
              
              240,261
              
              
              
              135,257
              
              
              
              298,541S3
      Integration, LLC
              
              
              240,649
              
              
              
              37,377
              
              
              
              540,936
              
              
              
              375,974LH
      Cranston & Sons, Inc.
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              269,749Telco
      P&C, LLC
              
              
              -
              
              
              
              -
              
              
              
              37,278
              
              
              
              72,556Total
              
              $
              288,139
              
              
              $
              658,613
              
              
              $
              847,579
              
              
              $
              2,898,733Selling,
      general and administrativeOffice
      rent paid on Chesapeake sublease agmt
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              136,538Office
      rent paid on Chesapeake Tower Sytsems
              
              
              50,664
              
              
              
              30,999
              
              
              
              125,682
              
              
              
              41,332Office
      rent paid to TPR Group Re Three, LLC
              
              
              122,047
              
              
              
              93,642
              
              
              
              323,901
              
              
              
              295,496Total
              
              $
              208,394
              
              
              $
              124,641
              
              
              $
              485,266
              
              
              $
              473,366




September
      30,
                  
                  
                  December
      31,2010
                  
                  
                  2009Accounts
      receivable/(payable):CTS
      Services, LLC
                  
                  $
                  16,155
                  
                  
                  $
                  104,065CTS
      Services, LLC
                  
                  
                  1,400
                  
                  
                  
                  (104,528
                  )Chesapeake
      Mission Critical, LLC
                  
                  
                  9,000
                  
                  
                  
                  2,000Chesapeake
      Mission Critical, LLC
                  
                  
                  -
                  
                  
                  
                  (124,425
                  )Chesapeake
      Tower Systems, Inc.
                  
                  
                  -
                  
                  
                  
                  -Telco
      P&C, LLC
                  
                  
                  204,789
                  
                  
                  
                  39,813Telco
      P&C, LLC
                  
                  
                  (53,450
                  )
                  
                  
                  (52,373
                  )LH
      Cranston & Sons, Inc.
                  
                  
                  -
                  
                  
                  
                  -S3
      Integration, LLC
                  
                  
                  (62,983
                  )
                  
                  
                  (3,425
                  )TPR
      Group RE Three, LLC
                  
                  
                  -
                  
                  
                  
                  -Total
      Accounts receivable
                  
                  $
                  229,944
                  
                  
                  $
                  145,878Total
      Accounts (payable)
                  
                  $
                  (115,033
                  )
                  
                  $
                  (284,751
                  )
 11





Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





The
following discussion should be read in conjunction with our Financial Statements
and related Notes thereto included elsewhere in this report.




The terms
“we” and “our” and the “Company” as used throughout this Quarterly Report on
Form 10-Q refer to Fortress International Group, Inc. and its consolidated
subsidiaries, unless otherwise indicated.





Business
Formation and Overview




We
were incorporated in Delaware on December 20, 2004 as a special
purpose acquisition company formed under the name “Fortress America Acquisition
Corporation” for the purpose of acquiring an operating business that performs
services in the homeland security industry.  On July 20,
2005, we closed our initial public offering of 7,800,000 units (including
underwriters exercise of an over-allotment option), resulting in proceeds net of
fees to us of approximately $43.2 million.




On
January 19, 2007, we acquired all of the outstanding membership interests
of each of VTC, L.L.C., doing business as “Total Site Solutions” (“TSS”), and
Vortech, L.L.C. (“Vortech” and, together with TSS, “TSS/Vortech”) and
simultaneously changed our name to “Fortress International Group, Inc.”
 The acquisition fundamentally transformed the Company from a special
purpose acquisition company to an operating business.





We
provide comprehensive services for the planning, design, and development of
mission-critical facilities and information infrastructure. We also provide a
single source solution for highly technical mission-critical facilities such as
data centers, operation centers, network facilities, server rooms, security
operations centers, communications facilities and the infrastructure systems
that are critical to their function. Our services include technology consulting,
engineering and design management, construction management, system
installations, operations management, and facilities management and
maintenance.





Building
on the TSS/Vortech business, management continued an acquisition strategy to
expand our geographical footprint, add complementary services, and diversify and
expand our customer base. After acquiring TSS/Vortech, the Company continued its
expansion through the acquisitions of Comm Site of South Florida, Inc. on May 7,
2007 (“Comm Site”), Innovative Power Systems, Inc. and Quality Power Systems,
Inc. (collectively, “Innovative”) on September 24, 2007, Rubicon Integration,
LLC (“Rubicon”) on November 30, 2007 and SMLB Ltd. (“SMLB”) on January 2,
2008.




Based on
an unexpected lack of new contracts and continued customer delays experienced at
June 30, 2009 and through December 31, 2009, management revised our financial
forecast and implemented selling, general and administrative cost cutting
measures with an approximate annual savings of $2.2 million.  In an
effort to attempt to achieve positive cash flows from operations and align costs
with forecasted revenues in the future, the Company delisted from the NASDAQ
Capital Market in March 2010 to reduce professional fees and other costs
necessary to maintain a listing on the NASDAQ Capital Market.





The
Company’s strategic growth through acquisitions was suspended due to the
downturn in the economy, the impact this had on the Company’s existing customer
base, and as well as the impact it had on the Company’s own financial security
and common stock value.  The corporate focus is centered on preserving
cash, achieving positive cash flow and discontinuing or selling operations that
threatened that focus.   The Company engaged an investment bank to
assist it in evaluating various disposition and financial alternatives, which
culminated in the sale of the Rubicon division to its management and former
owners on December 29, 2009.





Competition
in Current Economic Environment





Our
industry has been and may be further adversely impacted by the current economic
environment and tight credit conditions.  We have seen larger
competitors seek to expand their services offerings including a focus in the
mission-critical market.  These larger competitors have an
infrastructure and support greater than ours, and accordingly, we have
experienced some price pressure as some companies are willing to take on
projects at lower margins. With certain customers, we have experienced a
delay in spending or deferral of projects to an indefinite commencement date due
to the economic uncertainty or lack of access to
capital.





12





Notwithstanding
this increased competition, we believe there are high barriers to entry in our
sector for new competitors due to our specialized technology service offerings
which we deliver to our customers, our top secret clearances, and our
turnkey suite of deliverables offered. We compete for business based upon our
reputation, past experience, and our technical engineering knowledge of
mission-critical facilities and their infrastructure. We are developing and
creating long term relationships with our customers because of our excellent
reputation in the industry and will continue to create facility management
relationships with our customers that we expect will provide us with steadier
revenue streams to improve the value of our business.  We believe
these barriers and our technical capabilities and experience will differentiate
us to compete with new entrants into the market or pricing
pressures.





Although
we will closely monitor our proposal pricing and the volume of the work, we have
seen our margins decrease and can-not be certain that our current margins will
be sustained.  Furthermore, given the environment, to the extent the
volume of our contracts further decrease, we may have to take additional
measures to reduce our operating costs through additional reductions in general,
administrative and marketing costs, including potential reductions in personnel
and related costs.




Contract
Backlog





We
believe an indicator of our future performance is our backlog of
uncompleted projects in process or recently awarded. Our backlog represents our
estimate of anticipated revenue from executed and awarded contracts that have
not been completed and that we expect will be recognized as revenues over the
life of the contracts. We have broken our backlog into the following three
categories: (i) technology consulting consisting of services related to
consulting and/or engineering design contracts, (ii) construction management,
and (iii) facility management.





Backlog
is not a measure defined in generally accepted accounting principles, and our
methodology for determining backlog may not be comparable to the methodology of
other companies in determining their backlog. Our backlog is generally
recognized under two categories: (1) contracts for which work authorizations
have been or are expected to be received on a fixed-price basis, guaranteed
maximum price basis or time and materials basis, and (2) contracts awarded to us
where some, but not all, of the work has not yet been authorized. At September
30, 2010, we had authorizations to proceed with work for approximately $17.5
million, or 50% of our total backlog of $35.1 million. At December 31, 2009, we
had authorizations to proceed with work for approximately $39.9 million, or 85%
of our total backlog of $47.1 million.





Approximately
$27.3 million, or 78% of our backlog, relates to three customers at September
30, 2010 and $32.5 million, or 69%, to three customers at December 31,
2009.  Additionally, two customers, who comprised 50% and 73% of our
total backlog at September 30, 2010 and December 31, 2009, respectively, were
purchased during the nine months ended September 30, 2010.  We are
unable to determine the effect that the mergers may have on continued business
with these customers although to date we have continued to perform previously
contracted work and bid new opportunities.





As of
September 30, 2010, our backlog was approximately $35.1 million, compared to
approximately $47.1 million at December 31, 2009. We believe that approximately
50% of the backlog at September 30, 2010 will be recognized during the next
twelve months. The following table reflects the value of our backlog in the
above three categories as of September 30, 2010 and December 31, 2009,
respectively.





(In
millions)




September
      30,
              
              
              December
      31,2010
              
              
              2009Technology
      consulting
              
              $
              10.5
              
              
              $
              1.4Construction
      management
              
              
              13.0
              
              
              
              33.8Facilities
      management
              
              
              11.6
              
              
              
              11.9Total
              
              $
              35.1
              
              
              $
              47.1





13




Critical
Accounting Policies and Estimates





Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America, or GAAP. The
preparation of the financial statements included elsewhere in
this Quarterly Report on Form 10-Q requires that management make estimates
and assumptions that affect the amounts reported in the financial statements and
the accompanying notes. Actual results could differ significantly from those
estimates.  As there have been no significant revisions, please refer
to our Annual Report and Form 10-K for a description of our critical accounting
policies that affect the more significant estimates and judgments used in the
preparation of our financial statement.




Recently
Issued Accounting Pronouncements




In
October 2009, Accounting Standards Update No. 2009-13, Revenue Recognition
(Topic 605): Multiple-Deliverable Revenue
Arrangements a consensus of the FASB Emerging Issues Task Force was
issued. The objective of this Update is to address the accounting for
multiple-deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than as a combined unit. Vendors often
provide multiple products or services to their customers. Those deliverables
often are provided at different points in time or over different time periods.
Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, establishes
the accounting and reporting guidance for arrangements under which the vendor
will perform multiple revenue-generating activities. Specifically, this Subtopic
addresses how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting. The amendments in
this Update will affect accounting and reporting for all vendors that enter into
multiple-deliverable arrangements with their customers when those arrangements
are within the scope of ASC Subtopic 605-25. The amendments in this Update
significantly expand the disclosures related to a vendor’s multiple-deliverable
revenue arrangement. The objective of the disclosures is to provide information
about the significant judgments made and changes to those judgments and about
the application of the relative selling-price method affects the timing of the
revenue recognition. The amendments in this Update will be effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. We do not anticipate that the adoption of this standard, which will
be in effect for the Company January 1, 2011, will have any significant impact
on our results of operations or financial position.




14




Results
of operations for the three months ended September 30, 2010 compared with
the three months ended September 30, 2009.




Revenue.Revenue increased
$10.9 million to $21.0 million for the three months ended September 30, 2010
from $10.1 million for the three months ended September 30, 2009.  The
increase was driven primarily by a $12.2 million increase in construction
management services attributable primarily to a large contract and offset in
part by a $1.4 million decrease in facilities management
services.




Cost
of Revenue.  Cost of revenue increased $9.8 million to $17.8
million for the three months ended September 30, 2010 from $8.0 million for the
three months ended September 30, 2009.  The increase was driven
primarily by a $10.7 million increase in construction management services
attributable to a large contract, offset in part by a decrease of $0.9 million
in facilities management services.




Gross
Margin Percentage.  Gross margin percentage decreased to 15.5%
for the three months ended September 30, 2010 compared to 21.0% for the three
months ended September 30, 2009.   The decrease in gross margin
is attributable to a greater proportion of total sales being derived from lower
margin construction management services during the three months ended September
30, 2010 as compared to September 30, 2009.




Selling,
general and administrative expenses.  Selling, general and
administrative expenses increased $0.1 million to $2.7 million for the three
months ended September 30, 2010 from $2.6 million for the three months ended
September 30, 2009. The increase is primarily driven by an increase in
variable commission and bonus compensation.   Based on the improved
operating results and prospects based on improvement we have seen in our
operating environment, in the beginning of the third quarter we returned
nonexecutive employees to their original salaries and anticipate the increase
will result in an annual increase in selling, general and administrative costs
of $0.4 million.  We will continue to closely monitor our bookings and
anticipated revenues, and we may take future actions to reduce operating costs
associated with personnel and related costs in an effort to remain
profitable.




Depreciation.Depreciation remained
consistent at $0.1 million for the three months ended September 30,
2010 compared to $0.1 million for the three months ended September 30,
2009.




Amortization
of intangible assets.Amortization expense remained consistent
at zero for the three months ended September 30, 2010 compared to zero for the
three months ended September 30, 2009.  During the three months ended
September 30, 2010 and 2009, there were no amortizable assets, as they were
deemed impaired and reduced to zero during the three months ended June 30,
2009.




Interest
income (expense), net.Our interest income (expense), net
remained consistent at ($0.03) million for the three months ended September 30,
2010 compared to ($0.1) million for the three months ended September 30,
2009.




Income
(Loss) from discontinued business, net of tax.We recorded
gain from discontinued operations of zero for the three months ended September
30, 2010 as compared to $0.6 million for the three months ended September 30,
2009.  We sold substantially all of the assets and liabilities of
Rubicon on December 29, 2009.





15





Results
of operations for the nine months ended September 30, 2010 compared with
the nine months ended September 30, 2009.




Revenue.Revenue increased
$21.7 million to $60.8 million for the nine months ended September 30, 2010 from
$39.1 million for the nine months ended September 30, 2009.  The
increase in revenue was driven by a $21.8 million increase in our construction
management services as we added a significant development project and completed
another during the nine months ended September 30,
2010.




Cost
of Revenue.Cost of revenue increased $19.2 million to $51.9
million for the nine months ended September 30, 2010 from $32.7 million for the
nine months ended September 30, 2009.  The increase in revenue was
driven by a $19.9 million increase in our construction management services as we
added a significant development project during the nine months ended September
30, 2010.  During the nine months ended September 30, 2009, the
Company had approximately $0.3 million of extinguishment of contract liabilities
reducing cost of sales by a corresponding amount.




Gross
Margin Percentage.Gross margin percentage declined to 14.7%
for the nine months ended September 30, 2010 compared to 16.4% for the nine
months ended September 30, 2009.  Excluding the $0.3 million reduction
in cost of sales for the extinguishment of contract liabilities during the nine
months ended September 30, 2009, gross margin decreased to 14.7% for the nine
months ended September 30, 2010 compared to 15.6% during the nine months ended
September 30, 2009.  The remaining decrease in gross margin is
attributable to a greater proportion of total sales being derived from lower
margin construction management services during the nine months ended September
30, 2010 as compared to September 30, 2009.




Selling,
general and administrative expenses.  Selling, general and
administrative expenses decreased $2.3 million to $7.9 million for the nine
months ended September 30, 2010 from $10.2 million for the nine months ended
September 30, 2009. The decrease is primarily driven by $1.0 million
decrease in salaries and related costs of benefits and non-cash compensation due
to a reduction in headcount.  The remaining decline of $1.3 million is
attributable to a decrease in provision for bad debt expense and rent of $1.0
million and $0.2 million.  Based on the improved operating results and
prospects based on improvements we have seen in our operating environment, in
the beginning of the third quarter 2010 we returned nonexecutive employees to
their original salaries and anticipate the increase will result in an annual
increase in selling, general and administrative costs of $0.4 million. We will
continue to closely monitor our bookings and anticipated revenues, and we may
take future actions to reduce operating costs associated with personnel and
related costs in an effort to remain profitable.




Depreciation.Depreciation remained
consistent at $0.3 million for the nine months ended September 30,
2010 compared to $0.3 million for the nine months ended September 30,
2009.




Amortization
of intangible assets.Amortization expense decreased $0.9
million to zero for the nine months ended September 30, 2010 from $0.9 million
for the nine months ended September 30, 2009.  During the nine months
ended September 30, 2010, there were no amortizable assets, as they were deemed
impaired to zero during the nine months ended September 30,
2009.




Impairment
loss on goodwill and other intangibles, net.We did not record
any impairment losses during the nine months ended September 30,
2010.  During the nine months ended September 30, 2009, we had
experienced continued operating losses and a decline in market value and
accordingly conducted analyses of our operations in order to identify any
impairment in the carrying value of the goodwill and other intangibles related
to our business. Analyzing our business using both an income approach and a
market approach and an evaluation of customer relation relationships, we
determined that the carrying value exceeded the current fair value of our
business and customer related intangibles, resulting in goodwill and other
intangible impairment of $10.3 million for the nine months ended September 30,
2009.




Interest
income (expense), net. Our interest income (expense), net remained
consistent at ($0.1) million for the nine months ended September 30, 2010
compared to ($0.1) million for the nine months ended September 30,
2009.




Income
(loss) from discontinued business, net of tax. We recorded loss from
discontinued operations of zero for the nine months ended September 30, 2010 as
compared to $2.3 million for the nine months ended September 30,
2009.  We sold substantially all of the assets and liabilities of
Rubicon on December 29, 2009.




16




Adjusted
EBITDA from Continuing Operations





A
reconciliation of Adjusted EBITDA from continuing operations to net income
(loss) from continuing operations:




(Unaudited)For the
      Three Months Ended
              
              
              (Unaudited)For the Nine
      Months EndedSeptember
      30,
                2010
              
              
              September
      30,
                2009
              
              
              September
      30,
                2010
              
              
              September
      30,
                2009Adjusted
      EBITDA from continuing operations
              
              $
              677,803
              
              
              $
              (100,786
              )
              
              $
              1,447,674
              
              
              $
              (1,676,668
              )Impairment
      loss on goodwill and other intangibles, net
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,254,910
              )Stock-based
      compensation
              
              
              (98,052
              )
              
              
              (358,025
              )
              
              
              (453,396
              )
              
              
              (1,128,099
              )Lease
      exit costs
              
              
              -
              
              
              
              -
              
              
              
              (19,888
              )
              
              
              -Provision
      for bad debts
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,025,083
              )EBITDA
      from continuing operations
              
              $
              579,751
              
              
              $
              (458,811
              )
              
              $
              974,390
              
              
              $
              (14,084,760
              )Interest
      (income) expense, net
              
              
              (30,052
              )
              
              
              (55,321
              )
              
              
              (92,657
              )
              
              
              (143,381
              )Income
      tax expense (benefit)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Depreciation
      and amortization
              
              
              (84,017
              )
              
              
              (100,154
              )
              
              
              (271,817
              )
              
              
              (305,975
              )Amortization
      of intangibles
              
              
              -
              
              
              
              (6,325
              )
              
              
              -
              
              
              
              (919,227
              )Net
      income (loss) from continuing operations
              
              $
              465,682
              
              
              $
              (620,611
              )
              
              $
              609,916
              
              
              $
              (15,453,343
              )





Adjusted
EBITDA from continuing operations increased $0.8 million to $0.7 million in the
three months ended September 30, 2010 from ($0.1) million for the three months
ended September 30, 2009.  The increase was primarily driven by
increased gross profit and curtailment of selling, general and administrative
expenses for the three months ended September 30, 2010.  Please refer
to the preceding discussion within this “Results of Operations”
section.





Adjusted
EBITDA from continuing operations increased $3.1 million to $1.4 million in the
nine months ended September 30, 2010 from ($1.7) million for the nine months
ended September 30, 2009.  The increase was primarily driven by
increased gross profit and curtailment of selling, general and administrative
expenses for the nine months ended September 30, 2010.  Please refer
to the preceding discussion within this “Results of Operations”
section.





Adjusted
EBITDA from continuing operations is a supplemental financial measure not
defined in GAAP. We define Adjusted EBITDA from continuing operations as net
income from continuing operations before interest expense, income taxes,
depreciation and amortization, impairment loss on goodwill and other
intangibles, net, stock-based compensation, lease exit costs, and provision for
bad debts. We have presented Adjusted EBITDA from continuing operations because
we believe it is an important supplemental measure of operating
performance.   We believe that the line item on the consolidated
statement of operations entitled “net income from continuing operations” is the
most directly comparable GAAP financial measure to Adjusted EBITDA from
continuing operations. Since Adjusted EBITDA from continuing operations is not a
measure of performance calculated in accordance with GAAP, it should not be
considered in isolation of, or as a substitute for, net income from continuing
operations as an indicator of operating performance or any other GAAP financial
measure. Adjusted EBITDA from continuing operations, as calculated by us, may
not be comparable to similarly titled measures employed by other companies. In
addition, this measure does not necessarily represent funds available for
discretionary use and is not necessarily a measure of our ability to fund our
cash needs. As Adjusted EBITDA from continuing operations excludes certain
financial information that is included in net income attributable to the
Company, users of this financial information should consider the type of events
and transactions that are excluded. Our non-GAAP performance measure, Adjusted
EBITDA from continuing operations, has certain material limitations as
follows:





•
                    It
      does not include impairment loss on goodwill and other intangibles, net.
      Because we utilize goodwill and other intangibles to generate revenues in
      our operations, this is a periodic and ongoing cost of our operations.
      Therefore, any measure that excludes impairment loss on goodwill and other
      intangibles, net has material limitations.•
                    It
      does not include stock-based compensation.  Because we have
      issued stock based compensation as a component of employee total
      compensation, stock-based compensation is a necessary and ongoing part of
      our costs and has assisted us in reducing our cash compensation to attract
      and retain our workforce who support and generate
      revenues.  Therefore, any measure that excludes stock-based
      compensation has material limitations.•
                    It
      does not include provision for bad debts.  Because provision for
      bad debts is necessary as we take credit risk with customers and an
      ongoing part of our opersations, any measure that excludes provision for
      bad debts has material limitations.
                      It
      does not include interest expense. Because we have borrowed money to
      finance some of our operations, interest is a necessary and ongoing part
      of our costs and has assisted us in generating revenue. Therefore, any
      measure that excludes interest expense has material
      limitations;




•
            It
      does not include taxes. Because the payment of taxes is a necessary and
      ongoing part of our operations, any measure that excludes taxes has
      material limitations; and




•
            It
      does not include depreciation and amortization. Because we must utilize
      property, plant and equipment and intangible assets in order to generate
      revenues in our operations, depreciation and amortization are necessary
      and ongoing costs of our operations. Therefore, any measure that excludes
      depreciation and amortization has material limitations.





17




Financial
Condition, Liquidity and Capital Resources




For
      the Nine Months Ended September 30,2010
              
              
              2009
              
              
              ChangeNet
      income (loss)
              
              $
              609,916
              
              
              $
              (17,764,517
              )
              
              $
              18,374,433Adjustments
      to reconcile net income (loss) to net cash provided by (used
      in) operations:Amortization
      of intangibles
              
              
              -
              
              
              
              1,476,171
              
              
              
              (1,476,171
              )Impairment
      loss on goodwill and other intangibles
              
              
              -
              
              
              
              13,062,133
              
              
              
              (13,062,133
              )Stock
      and warrant-based compensation
              
              
              453,396
              
              
              
              1,393,098
              
              
              
              (939,702
              )Provision
      for doubtful accounts
              
              
              -
              
              
              
              1,025,000
              
              
              
              (1,025,000
              )Extinguishment
      of liabities
              
              
              -
              
              
              
              (269,217
              )
              
              
              269,217Other
      non-cash items
              
              
              235,333
              
              
              
              312,952
              
              
              
              (77,619
              )Net
      adjustments to reconcile net income for non-cash items
              
              
              688,729
              
              
              
              17,000,137
              
              
              
              (16,311,408
              )Net
      change in working capital
              
              
              7,605,230
              
              
              
              (6,264,447
              )
              
              
              13,869,677Cash
      provided by (used in) operations
              
              
              8,903,875
              
              
              
              (7,028,827
              )
              
              
              15,932,702Cash
      provided by (used in) investing
              
              
              201,711
              
              
              
              (1,165,825
              )
              
              
              1,367,536Cash
      used in financing
              
              
              (179,628
              )
              
              
              (1,888,513
              )
              
              
              1,708,885Net
      increase (decrease) in cash
              
              $
              8,925,958
              
              
              $
              (10,083,165
              )
              
              $
              19,009,123




Cash and
cash equivalents increased $8.9 million to $11.2 million at September 30, 2010
from $2.3 million at December 31, 2009. The increase was primarily attributable
to $8.9 million provided by operating activities, $0.2 million provided by
investing activities, offset by $0.2 million used in repayment of notes
payable.




Operating
Activity




Net cash
provided by operating activities increased $15.9 million to $8.9 million for the
nine months ended September 30, 2010 from $7.0 million used in operating
activities for the nine months ended September 30, 2009. For the nine months
ended September 30, 2010, cash generated from operations was $8.9 million, which
was primarily driven by $7.6 million of cash generated by working capital. The
cash generated from working capital was attributable primarily to an increase in
accounts payable, accrued expenses and billings in excess of costs and estimated
earnings on uncompleted contracts as we billed ahead on projects during the nine
months ended September 30, 2010.




Investing
Activity





Net cash
provided by investing activities increased $1.4 million to $0.2 million for the
nine months ended September 30, 2010 from $1.2 million used in investing
activities for the nine months ended September 30, 2009.  For the
nine months ended September 30, 2010, there were approximately $0.3 million of
payments received on the note issued in the sale of Rubicon.  For the
nine months ended September 30, 2009, there were approximately $1.1 million of
acquisition related earn out payments and there were no such payments for the
nine months ended September 30, 2010.





Financing
Activity




Net cash
used in financing decreased $1.7 million to $0.2 million for the nine months
ended September 30, 2010 from $1.9 million for the nine months ended September
30, 2009.  For the nine months ended September 30, 2010, financing
activities consisted primarily of treasury stock repurchases associated with
payment of taxes on the vesting of restricted stock held by employees as
compared to $1.8 million of scheduled seller note repayments during the nine
months ended September 30, 2009.





Non-Cash
Financing Activity




On
February 28, 2010, we entered into an agreement with our Chief Operating Officer
(COO) to convert $1.3 million of the outstanding note held by the COO into
equity at a conversion price of $2.00 per share, resulting in the aggregate
issuance of 625,000 shares of our common stock.  The amount of the
excess of the conversion price of $2.00 over the market price at $0.56 on the
date of conversion totaling $0.9 million has been recorded as additional paid-in
capital.   The terms on the remaining principal balance of $2.8 million
were amended reducing the interest rate under the note to 4%, providing for the
payment of certain amounts of accrued interest over time, providing for
interest-only payments under the note until April 1, 2012, providing for eight
annual principal payments in the amount of $125,000 each beginning on April 1,
2012, and providing for a final payment of all remaining amounts of principal
and interest due under the note on April 1, 2014.  The note amendment
also provides for the acceleration of all amounts due under the note upon a
change of control of the Company or the death of the COO.  Based on
the amended principal repayment terms, the $4.0 million note was classified as
long-term at December 31, 2009.




During the nine monthsended September 30, 2009, in connection with the purchase of Rubicon, we
issued to the sellers $0.6 million of unsecured promissory notes bearing
interest at 6% per annum and repayable over a one-year term.  The
notes were issued in association with the achievement of certain profit targets,
as defined in the purchase agreement, for the year ended December 31,
2008.





18




Liquidity
and Capital Resources




We had
$11.2 million and $2.3 million of unrestricted cash and cash
equivalents at September 30, 2010 and December 31, 2009, respectively. During
the nine months ended September 30, 2010, we have financed our operations
primarily with operating cash flows driven by changes in working capital and
cash on hand.




Based on
an unexpected lack of new contracts and continued customer delays during 2009,
we revised our financial forecast and implemented selling, general and
administrative cost cutting measures with an approximate annual savings of $2.2
million.  In an effort to attempt to achieve positive cash flows from
operations and align costs with forecasted revenues in the future, the Company
voluntarily delisted from the NASDAQ Capital Market in March 2010 to reduce
professional fees and other costs necessary to maintain a listing on the NASDAQ
Capital Market.




Due to
the downturn in the economy, which had an adverse impact on our existing
customers, our own financial security and stock value, we suspended our strategy
of growth through acquisitions in 2009.  Our corporate focus became
centered on preserving cash, achieving positive cash flow and discontinuing or
selling operations that threatened that focus.   We engaged an
investment bank to assist us in evaluating various disposition and financial
alternatives, which culminated in the sale of the Rubicon division to its
management and former owners on December 29, 2009.




We
further sought to restructure scheduled debt repayments with our
creditors.  In addition to the added liquidity from the proceeds of
the sale of Rubicon, we eliminated scheduled debt repayments through debt
forgiveness of approximately $0.6 million owed to the former sellers. On
February 28, 2010, we improved our net worth through the principal conversion of
$1.3 million of principal due on a seller note to our
COO.  Furthermore, the principal repayment of the remaining $2.7
million was amended to begin in the second quarter of 2012.  As a
result of note restructuring, at December 31, 2009 short term debt obligations
were reduced $2.3 million and in turn our short-term liquidity substantially
improved.




During
the three and nine months ended September 30, 2010, our operating results have
improved as we generated net income of $0.5 million and $0.6 million,
respectively.  Additionally, we have seen some improvement in our
operating environment and as a result have returned our nonexecutive employees
to their original salaries in an effort to retain them.  We will
continue to closely monitor our bookings and anticipated revenues, and we may
take future actions to reduce operating costs associated with personnel and
related costs in an effort to remain profitable.




As a
result of the overall cost reduction efforts to realign operations with
decreased anticipated revenues, the added liquidity from the sale of Rubicon,
and the financial restructuring of the $4.0 million note to our COO, we believe
that our current cash and cash equivalents and expected future cash generated
from operations will satisfy our expected working capital, capital expenditure
and investment requirements through the next twelve months.  If we
experience an increase in revenue, we will attempt to maximize a fixed operating
structure and attempt to take a measured approach in any increase to selling,
general and administrative costs to support that additional
revenue.  We may elect to secure additional capital in the future, at
acceptable terms, to improve our liquidity or fund acquisitions. The
amounts involved in any such transaction, individually or in the aggregate, may
be material. To the extent that we raise additional capital through the sale of
equity securities, the issuance of such securities could result in dilution to
our existing stockholders. If we raise additional funds through the issuance of
debt securities, the terms of such debt could impose additional restrictions on
our operations. Although we believe that our current cash and cash equivalents
and expected future cash generated from operations will satisfy our expected
working capital, capital expenditure and investment requirements through the
next twelve months, failure to obtain additional financing, if necessary, could
have a material adverse impact our business, financial condition and
earnings.




Off
Balance Sheet Arrangements




As of
September 30, 2010, we do not have any off balance sheet
arrangements.




Item
3. Quantitative and Qualitative Disclosures about Market Risk.




The
information called for by this item is not required as we are a smaller
reporting company.





Item
4. Controls and Procedures.




Our management performed
an evaluation under the supervision and with the participation of our Chief
Executive Officer (principal executive officer) and our Chief
Financial Officer (principal financial officer) of the effectiveness of ourdisclosure controls and procedures (as defined in Rule 13a-15(e) or
15d-15(e) of the Securities Exchange Act of 1934, as amended) as of September
30, 2010. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that as of September 30, 2010, our disclosure
controls and procedures were ineffective.





19




Changes
in Internal Control over Financial Reporting




During
the three months ended September 30, 2010, the Company developed a remediation
plan with the objective of remediating material weaknesses previously disclosed
at December 31, 2009.  The Company is finalizing formal documentation
of policies and procedures and has begun to automate various controls related to
revenue recognition.





PART
II - OTHER INFORMATION





Item
1. Legal Proceedings.




We are
not a party to any material litigation in any court, and management is not aware
of any contemplated proceeding by any governmental authority against us. From
time to time, we are involved in various legal matters and proceedings
concerning matters arising in the ordinary course of business. We currently
believe that any ultimate liability arising out of these matters and proceedings
will not have a material adverse effect on our financial position, results of
operations or cash flows.




Item
1A. Risk Factors.




In
addition to the other information set forth in this Form 10-Q, you should
carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2009, which
could materially affect our business, financial condition or future results. The
risks described in our Annual Report on Form 10-K are not the only risks that we
face. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.




SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS




This
Quarterly Report on Form 10-Q and, in particular, our Management’s Discussion
and Analysis of Financial Condition and Results of Operations set forth in Part
I—Item 2 contain or incorporate a number of forward-looking statements. These
forward-looking statements can be identified by the use of forward-looking
terminology, including the words “believes,” “anticipates,” ”plans,” “expects”
and similar expressions that are intended to identify forward-looking
statements. You should read such statements carefully because they discuss our
future expectations, contain projections of our future results of operations or
of our financial position, or state other forward-looking information. There are
a number of factors that could cause actual events or results to differ
materially from those indicated by such forward-looking statements, many of
which are beyond our control, including the factors set forth under “Item 1A.
Risk Factors” of our 2009 Annual Report on Form 10-K




Any or
all of our forward-looking statements in this Quarterly Report on Form 10-Q may
turn out to be wrong. They can be affected by inaccurate assumptions we might
make or by known or unknown risks and uncertainties. Many factors mentioned in
our discussion in this Quarterly Report on Form 10-Q will be important in
determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially. In addition, the
forward-looking statements contained herein represent our estimate only as of
the date of this filing and should not be relied upon as representing our
estimate as of any subsequent date. While we may elect to update these
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.




Not
applicable.





20






Item
3. Defaults upon Senior Securities.




Not
applicable.




Item
4. (Removed and Reserved).





Item
5. Other Information.




Not
applicable.





Item
6. Exhibits.




31.1*
            
            Certification
      of Fortress International Group, Inc. Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
            
            Certification
      of Fortress International Group, Inc. Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1‡
            
            Certification
      of Fortress International Group, Inc. Chief Executive Officer and Chief
      Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.




*
              Filed
      herewith.


‡
            Furnished
      herewith.




21




SIGNATURES




Pursuant to
the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly
authorized.




FORTRESS
      INTERNATIONAL GROUP, INC.Date:
      November 15, 2010
              By:
              /s/
      Thomas P. RosatoThomas
      P. RosatoChief
      Executive Officer
                (Authorized
      Officer and PrincipalExecutive
      Officer)Date:
      November 15, 2010
              By:
              /s/
      Timothy C. DecTimothy
      C. DecChief
      Financial Officer
                (Authorized
      Officer and PrincipalFinancial
      Officer)




22