**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K/A**

**(Amendment      No. 2)**

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

**OR**

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

**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                203****Columbia,                Maryland**           | **21046**                                                                   |
| *(Address                of principal executive offices)*                                                             | *(Zip                Code)*                                                 |

**(410)      423-7438**

| Title                of each class                                                                                                                                                                      |   | Name of each exchange onwhich registered |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|
|                                                                                                                                                                                                    |   |                                                              |
| Common                Stock, $.0001 par value per share                                                                                                                                                 |   | NASDAQ Capital Market                                   |
| Warrants                to purchase common stock, $.0001 par value per share                                                                                                                            |   | NASDAQ Capital Market                                   |
| Units,                each consisting of one share of Common Stock, $.0001 par value and                two                warrants to purchase shares of common stock, $.0001 par                value |   | NASDAQ Capital Market                                   |

| Large accelerated filer                 o   |   | Accelerated filer                 o |   | Non-accelerated filer                 o | [Do not check if a smaller |
|------------------------------------------------------------|--------|-----------------------------------------------|--------|---------------------------------------------------|-----------------------------------------------------|
| Smaller reporting company                 x |   |                                          |   |                                              | reporting company]                             |

**DOCUMENTS      INCORPORATED BY REFERENCE**

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**EXPLANATORY      NOTE**

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**Report      of Independent Registered Public Accounting Firm**

| /s/                Grant Thornton  |
|------------------------------------|
| Grant                Thornton      |
|                               |
| Baltimore,                Maryland |
| March                28, 2008      |

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**PART      IV**

| **Item                15.** | **EXHIBITS** |
|-----------------------------|--------------|

**Exhibits.**

| **Exhibit****Number**                                                                                        |                           | **Description**                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------------------------------------------------------------------------------------------|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |                           |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1                                                                                                          |       | Second                Amended and Restated Certificate of Incorporation dated January 19,                2007 (previously filed with the Commission as Exhibit 3.1 to the                Current                Report on Form 8-K filed on January 25, 2007 and incorporated herein                by reference)                                                                          |
| 3.1.1                                                                                                        |                           | Amendment                to the Second Amended and Restated Certificate of Incorporation                (previously filed with the Commission as Exhibit A-1 to the Company’s                Definitive Proxy Statement filed on May 22, 2007 and incorporated                herein                by reference)                                                                              |
| 3.2                                                                                                          |                           | Amended                and Restated By-laws (previously filed with the Commission as Exhibit                4.2                to the Company’s Registration Statement on Form S-8 No. 333-142906, filed                on May 14, 2007 and incorporated herein by reference)                                                                                                                  |
| 4.1                                                                                                          |                           | Specimen                Unit Certificate (previously filed with the Commission as Exhibit                4.1 to                the Company’s Registration Statement on Form S-1 No. 333-123504, effective                July 13, 2005 and incorporated herein by                reference)                                                                                               |
| 4.2                                                                                                          |                           | Specimen                Common Stock Certificate (previously filed with the Commission as                Exhibit                4.2 to the Company’s Registration Statement on Form S-1 No. 333-123504,                effective July 13, 2005 and incorporated herein by                reference)                                                                                       |
| 4.3                                                                                                          |                           | Specimen                Warrant Certificate (previously filed with the Commission as Exhibit                4.3                to the Company’s Registration Statement on Form S-1 No. 333-123504,                effective July 13, 2005 and incorporated herein by                reference)                                                                                            |
| 4.4                                                                                                          |                           | Warrant                Agreement between Continental Stock Transfer & Trust Company and the                Company (previously filed with the Commission as Exhibit 4.4 to the                Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                         |
| 4.4.1                                                                                                        |                           | Warrant                Clarification Agreement between Continental Stock Transfer & Trust                Company and the Company (previously filed with the Commission as                Exhibit                4.5 to the Company’s Quarterly Report on Form 10-QSB for the quarterly                period ended September 30, 2006 and incorporated herein by                reference) |
| 4.4.2                                                                                                        |                           | Warrant                Clarification Agreement No. 2 between Continental Stock Transfer&                Trust Company and the Company (previously filed with the Commission                as                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December                14, 2006 and incorporated herein by reference)                                      |
| 4.5                                                                                                          |                           | Unit                Purchase Option (previously filed with the Commission as Exhibit                4.5 to                the Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                             |
| 4.5.1                                                                                                        |                           | Amendment                to Unit Purchase Option (previously filed with the Commission as                Exhibit                4.6 to the Company’s Quarterly Report on Form 10-QSB for the quarterly                period ended September 30, 2006 and incorporated herein by                reference)                                                                                     |

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| **Exhibit****Number** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.2                 |   | Amendment                No. 2 to Unit Purchase Option (previously filed with the Commission                as                Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December                14, 2006 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                           |
| 10.1                  |   | Second                Amended and Restated Membership Interest Purchase Agreement dated                July 31, 2006 among Fortress America Acquisition Corporation, VTC,                L.L.C., Vortech, L.L.C., Thomas P. Rosato and Gerard J. Gallagher,                and                Thomas P. Rosato as Members’ Representative (previously filed with the                Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form                10-QSB for the quarterly period ended September 30, 2006 and incorporated                herein by reference) |
| 10.2                  |   | Amendment                to the Second Amended and Restated Membership Interest Purchase Agreement                dated January 16, 2007 among Fortress America Acquisition                Corporation, VTC, L.L.C., Vortech, L.L.C., Thomas P. Rosato and Gerard                J.                Gallagher, and Thomas P. Rosato as Members’ Representative (previously                filed with the Commission as Exhibit 10.1 to the Company’s Current Report                on Form 8-K filed on January 19, 2007 and incorporated herein by                reference)     |
| 10.3                  |   | Escrow                Agreement (Balance Sheet Escrow) dated January 19, 2007 among                Fortress America Acquisition Corporation, VTC, L.L.C., Vortech, L.L.C.,                Thomas P. Rosato and Gerard J. Gallagher, Thomas P. Rosato as Members’                Representative, and SunTrust Bank (previously filed with the Commission                as                Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on                January 25, 2007 and incorporated herein by                reference)                                  |
| 10.4                  |   | Escrow                Agreement (General Indemnity) among Fortress America Acquisition                Corporation, VTC, L.L.C., Vortech, L.L.C., Thomas P. Rosato and Gerard                J.                Gallagher, Thomas P. Rosato as Members’ Representative, and SunTrust Bank                (previously filed with the Commission as Exhibit 10.4 to the Company’s                Current Report on Form 8-K filed on January 25, 2007 and incorporated                herein by reference)                                                                                |
| 10.5                  |   | Registration                Rights Agreement among Fortress America Acquisition Corporation and                Thomas                P. Rosato and Gerard J. Gallagher (previously filed with the Commission                as                Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on                January 25, 2007 and incorporated herein by                reference)                                                                                                                                                                                        |
| 10.6                  |   | Fortress                America Acquisition Corporation 2006 Omnibus Incentive Compensation                Plan                (previously filed with the Commission as Exhibit E to the Company’s                Definitive Proxy Statement filed on December 27, 2006 and incorporated                herein by reference)                                                                                                                                                                                                                                                                     |
| 10.7                  |   | Employment                Agreement between Harvey L. Weiss and the Company, dated January 19,                2007 (previously filed with the Commission as Exhibit 10.7 to the                Company’s Current Report on Form 8-K filed on January 25, 2007 and                incorporated herein by reference)*                                                                                                                                                                                                                                                                    |
| 10.8                  |   | Executive                Consulting Agreement dated January 19, 2007 by Fortress America                Acquisition Corporation and Washington Capital Advisors, Inc. (previously                filed with the Commission as Exhibit 10.8 to the Company’s Current Report                on Form 8-K filed on January 25, 2007 and incorporated herein by                reference)                                                                                                                                                                                                   |
| 10.9                  |   | Executive                Employment Agreement dated January 19, 2007 by Fortress America                Acquisition Corporation and Thomas P. Rosato (previously filed with                the                Commission as Exhibit 10.9 to the Company’s Current Report on Form 8-K                filed on January 25, 2007 and incorporated herein by                reference)*                                                                                                                                                                                                    |
| 10.10                 |   | Executive                Employment Agreement dated January 19, 2007 by Fortress America                Acquisition Corporation and Gerard J. Gallagher (previously filed                with the                Commission as Exhibit 10.10 to the Company’s Current Report on Form 8-K                filed on January 25, 2007 and incorporated herein by                reference)*                                                                                                                                                                                                |
| 10.11                 |   | Voting                Agreement dated January 19, 2007 by Fortress America Acquisition                Corporation, Thomas P. Rosato, Gerard J. Gallagher, C. Thomas McMillen                and                Harvey L. Weiss (previously filed with the Commission as Exhibit                10.11 to                the Company’s Current Report on Form 8-K filed on January 25, 2007                and incorporated herein by reference)                                                                                                                                         |
| 10.12                 |   | Letter                Agreement among the Company, Sunrise Securities Corp. and C. Thomas                McMillen (previously filed with the Commission as Exhibit 10.1 to                the                Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                                                                                                                                                |

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| **Exhibit****Number** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.13                 |   | Letter                Agreement among the Company, Sunrise Securities Corp. and Harvey                L. Weiss                (previously filed with the Commission as Exhibit 10.2 to the Company’s                Annual Report on Form 10-KSB for the year ended December 31, 2005 and                incorporated herein by reference)                                                                                                                                                                                                                 |
| 10.14                 |   | Letter                Agreement among the Company, Sunrise Securities Corp. and David J.                Mitchell (previously filed with the Commission as Exhibit 10.3 to                the                Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                                                                                                                |
| 10.15                 |   | Letter                Agreement among the Company, Sunrise Securities Corp. and Donald                L.                Nickles (previously filed with the Commission as Exhibit 10.4 to                the                Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                                                                                                 |
| 10.16                 |   | Agreement                among the Company, Sunrise Securities Corp. and Paladin Homeland                Security                Fund, L.P., Paladin Homeland Security Fund (NY City), L.P., Paladin                Homeland Security Fund (CA), L.P. and Paladin Homeland Security Fund                (Cayman Islands), L.P. (previously filed with the Commission as Exhibit                10.5 to the Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference) |
| 10.17                 |   | Letter                Agreement among the Company, Sunrise Securities Corp. and Asa Hutchinson                (previously filed with the Commission as Exhibit 10.6 to the Company’s                Annual Report on Form 10-KSB for the year ended December 31, 2005 and                incorporated herein by reference)                                                                                                                                                                                                                                 |
| 10.18                 |   | Investment                Management Trust Agreement between Continental Stock Transfer & Trust                Company and the Company (previously filed with the Commission as                Exhibit                10.7 to the Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                                                                                      |
| 10.19                 |   | Stock                Escrow Agreement between the Company, Continental Stock Transfer&                Trust Company and the Initial Stockholders (previously filed with                the                Commission as Exhibit 10.8 to the Company’s Annual Report on Form 10-KSB                for the year ended December 31, 2005 and incorporated herein by                reference)                                                                                                                                                            |
| 10.20                 |   | Registration                Rights Agreement among the Company and the Initial Stockholders                (previously filed with the Commission as Exhibit 10.9 to the Company’s                Annual Report on Form 10-KSB for the year ended December 31, 2005 and                incorporated herein by reference)                                                                                                                                                                                                                                    |
| 10.21                 |   | Warrant                Purchase Agreement between C. Thomas McMillen, Harvey L. Weiss and                Sunrise                Securities Corp. (previously filed with the Commission as Exhibit                10.10 to                the Company’s Annual Report on Form 10-KSB for the year ended                December 31, 2005 and incorporated herein by                reference)                                                                                                                                                               |
| 10.22                 |   | Letter                Agreement between the Company and Global Defense Corp. (previously                filed                with the Commission as Exhibit 10.11 to the Company’s Annual Report on                Form 10-KSB for the year ended December 31, 2005 and incorporated                herein by reference)                                                                                                                                                                                                                                   |
| 10.23                 |   | Agreement                and Plan of Merger among Fortress America Acquisition Corporation                and FAAC                Merger Corporation dated June 29, 2005 (previously filed with the                Commission as Exhibit 10.15 to the Company’s Registration Statement on                Form S-1 No. 333-123504, effective July 13, 2005 and incorporated                herein by reference)                                                                                                                                        |
| 10.24                 |   | Non-Employee                Director Compensation Policy (previously filed with the Commission                as                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on                May 21, 2007 and incorporated herein by                reference)*                                                                                                                                                                                                                                                                        |
| 10.25                 |   | Form                of Restricted Stock Agreement (Employees Only) (previously filed                with the                Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K                filed on May 21, 2007 and incorporated herein by                reference)                                                                                                                                                                                                                                                               |
| 10.26                 |   | Executive                Employment Agreement, dated as of August 6, 2007, between Fortress                International Group, Inc. and Timothy C. Dec (previously filed with                the                Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K                filed on August 8, 2007 and incorporated herein by                reference)*                                                                                                                                                                            |

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| **Exhibit****Number** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.27                 |   | Prepayment                Agreement, dated as of August 29, 2007, between Fortress International                Group, Inc. and Thomas P. Rosato (previously filed with the Commission                as                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August                30, 2007 and incorporated herein by reference)*                                                                                                                                                                                      |
| 10.28                 |   | Stock                Purchase Agreement dated September 24, 2007 between Innovative Power                Systems Inc., the Stockholders of Innovative Power Systems Inc.,                Quality                Power Systems, Inc., the Stockholders of Quality Power Systems, Inc.,                and                the Company (previously filed with the Commission as Exhibit 10.1                to the                Company’s Current Report on Form 8-K filed on September 27, 2007 and                incorporated herein by reference) |
| 10.29†          |   | Membership                Interest Purchase Agreement dated November 30, 2007 between Rubicon                Integration, L.L.C., each of the members of Rubicon and the                Company                                                                                                                                                                                                                                                                                                                                                            |
| 10.30                 |   | Stock                Purchase Agreement by and among SMLB, Ltd, the Stockholders of SMLB,                Ltd,                and the Company dated January 2, 2008 (previously filed with the                Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K                filed on January 1, 2008 and incorporated herein by                reference)                                                                                                                                                                     |
| 14.1                  |   | Code                of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21                    |   | Significant                Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 23.1                  |   | Consent                of Grant Thornton LLP regarding Fortress International Group, Inc.                financial statements for the year ended December 31,                2007.                                                                                                                                                                                                                                                                                                                                                                         |
| 23.2#                 |   | Consent                of Grant Thornton LLP regarding Vortech L.L.C. and VTC L.L.C. financial                statements for the period ending January 1, 2007 through January                19,                2007.                                                                                                                                                                                                                                                                                                                                     |
| 23.3                  |   | Consent                of Goldstein Golub Kessler LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 23.4                  |   | Consent                of McGladrey & Pullen, LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.1#                 |   | Certificate                of Fortress International Group, Inc. Principal Executive Officer                pursuant                to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2#                 |   | Certificate                of Fortress International Group, Inc. Principal Financial Officer                pursuant                to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                       |
| 32.1#                 |   | Certificates                of Fortress International Group, Inc. Principal Executive Officer                and                Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002                                                                                                                                                                                                                                                                                                                       |

| #       | Filed                herewith.                                                                                                                                                                              |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *       | Management                contract or compensatory plan or arrangement.                                                                                                                                     |
| † | Confidential                treatment has been requested as to certain portions, which have been                filed                separately with the Securities and Exchange                Commission. |

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**SIGNATURES**

**.**

|   |                           |   | **Fortress                International Group, Inc.** |
|--------|--------------------------------|--------|-------------------------------------------------------|
|   |                           |   |                                                  |   |
| Date:  | October                3, 2008 |   | By:                                                   | /s/                Thomas P. Rosato  |
|   |                           |   |                                                  | Thomas                P. Rosato |
|   |                           |   |                                                  | Chief                Executive Officer |
|   |                           |   |                                                  | *(Authorized                Officer and Principal Executive                Officer)* |

|   | October                3, 2008 |   | By:    | /s/                Timothy C. Dec                                               |
|--------|--------------------------------|--------|--------|--------------------------------------------------------------------------------------|
|   |                           |   |   | Timothy                C. Dec                                                        |
|   |                           |   |   | Chief                Financial Officer                                               |
|   |                           |   |   | *(Authorized                Officer and Principal Financial                Officer)* |

| **Name**                            |   | **Position**                                        |   | **Date**                       |
|-------------------------------------|--------|-----------------------------------------------------|--------|--------------------------------|
|                                |   |                                                |   |                           |
|                                |   | Chief                Executive Officer and Director |   |                           |
| /s/                Thomas P. Rosato |   | (Principal                Executive Officer)        |   | October                3, 2008 |
| Thomas                P. Rosato     |   |                                                |   |                           |
|                                |   |                                                |   |                           |
| /s/                Harvey L. Weiss  |   | Chairman                and Director                |   | October                3, 2008 |
| Harvey                L. Weiss      |   |

| /s/                Timothy C. Dec      |   | Chief                Financial Officer                                        |   | October                3, 2008 |
|----------------------------------------|--------|-------------------------------------------------------------------------------|--------|--------------------------------|
| Timothy                C. Dec          |   | (Principal                Financial Officer and Principal Accounting Officer) |   |
|                                   |   |                                                                          |   |
| /s/                Gerard J. Gallagher |   | President                and Director                                         |   | October                3, 2008 |
| Gerard                J. Gallagher     |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                Asa Hutchinson      |   | Director                                                                      |   | October                3, 2008 |
| Asa                Hutchinson          |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                William L. Jews     |   | Director                                                                      |   | October                3, 2008 |
| William                L. Jews         |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                C. Thomas McMillen  |   | Director                                                                      |   | October                3, 2008 |
| C.                Thomas McMillen      |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                David J. Mitchell   |   | Director                                                                      |   | October                3, 2008 |
| David                J. Mitchell       |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                John Morton, III    |   | Director                                                                      |   | October                3, 2008 |
| John                Morton, III        |   |                                                                          |   |                           |
|                                   |   |                                                                          |   |                           |
| /s/                Donald L. Nickles   |   | Director                                                                      |   | October                3, 2008 |
| Donald                L. Nickles       |   |                                                                          |   |                           |

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