**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-K/A**


**(Amendment
      No. 1)**





**(Mark
      One)**


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


**For
      the fiscal year ended December 31, 2006**




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




**For
      the transition period
      from             to**




**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.)****9841
                Broken Land Parkway**
              **Columbia,
                Maryland 21046**
            **21046****(Address
                of principal executive offices)**
            **(Zip
                Code)**




**Registrant’s
      telephone number, including area code: (410) 312-9988**









**Securities
      registered pursuant to Section 12(b) of the Exchange Act:**


None





**Securities
      registered pursuant to Section 12(g) of the Exchange Act:**





**Title
      of Each Class**


Units,
      consisting of one share of Common Stock, par value $.0001 per share, and two
      Warrants


Common
      Stock, $.0001 par value per share


Warrants
      to purchase shares of Common Stock





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.    Yes  ̈ No x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange
      Act.    Yes  ̈ No x




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 preceding 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  ̈







Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                accelerated filer ̈
            Accelerated
                filer ̈
            Non-accelerated
                filerx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)    Yes  ̈ No x




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the registrant as of June 30, 2006 was approximately
      $42,042,000. Shares of common stock held by each executive officer and director
      of the outstanding common stock have been excluded in that such persons may
      be
      deemed to be affiliates. This determination of affiliate status is not
      necessarily a conclusive determination for other purposes.





As
      of
      March 20, 2007, 12,152,813 shares of the registrant’s common stock, $0.0001
      par value, were outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.








**EXPLANATORY
      NOTE**





The
      purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form
      10-K of Fortress International Group, Inc. for the year ended December 31,
      2006
      (the “Original Report”) is to include the disclosure required in Part III, Items
      10, 11, 12, 13 and 14. Except for Items 10, 11, 12, 13 and 14 of Part III and
      Item 15 of Part IV, no other information included in the included in the
      Original Report is amended or changed by this Amendment. As a result of this
      Amendment, we are also filing as exhibits to this Amendment the certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
      statements are contained in this Amendment, we are not including certifications
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Except
      as
      otherwise expressly stated herein for the items amended in this Amendment,
      this
      Amendment continues to speak as of the date of the Original Report and we have
      not updated the disclosure contained herein to reflect events that have occurred
      since the filing of the Original Report. Accordingly, this Amendment should
      be
      read in conjunction with our Original Report and our other filings made with
      the
      SEC subsequent to the filing of the Original Report.











**FORTRESS
      INTERNATIONAL GROUP, INC.**




**FORM
      10-K/A**




**INDEX**




**Page****PART
                III**ITEM
                10.
            DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            1ITEM
                11.
            EXECUTIVE
                COMPENSATION
            5ITEM
                12.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            8ITEM
                13.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE
            12ITEM
                14.
            PRINCIPAL
                ACCOUNTING FEES AND SERVICES
            14**PART
                IV**ITEM
                15.
            EXHIBITS,
                FINANCIAL STATEMENTS SCHEDULESSIGNATURES
            21










**PART
      III**




**Item 10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**





**Executive
      Officers and Directors**





The
      following table sets forth certain information concerning our executive officers
      and directors as of April 26, 2007:





**Name**
            **Age******
            **Position
                with the Company**Harvey
                L. Weiss
            64
            Chairman
                of the BoardC.
                Thomas McMillen
            54
            Vice
                Chairman of the BoardThomas
                P. Rosato
            55
            Chief
                Executive Officer and DirectorGerard
                J. Gallagher
            50
            President,
                Chief Operating Officer and DirectorDavid
                J. Mitchell*
            46
            DirectorDonald
                L. Nickles*
            56
            DirectorJohn
                Morton, III*
            63
            DirectorAsa
                Hutchinson*
            56
            DirectorWilliam
                L. Jews*
            55
            Director


*
      Non-employee director.





***Harvey
      L. Weiss*** ,
      age 64,
      became our Chairman of the Board upon the closing of our acquisition of
      TSS/Vortech on January 19, 2007. From our inception through the closing of
      the
      acquisition, Mr. Weiss had served as our Chief Executive Officer, President
      and
      a member of our Board. He has over 35 years of experience in the information
      technology and security market place. From 2002 to August 1, 2004,
      Mr. Weiss was the Chief Executive Officer and President of System
      Detection, Inc., a software security company. From 2000 to 2002, he served
      as
      President of Engineering Systems Solutions, Inc., a security and biometrics
      integration firm. During 1999, Mr. Weiss was the Chief Executive Officer
      and President of Global Integrity Corporation, a SAIC subsidiary specializing
      in
      information security and served as a Director until the company was sold in
      2002. From 1996 to 1998, until sold to Network Associates, Inc, Mr. Weiss
      was President of the Commercial Division, Secretary and Director of Trusted
      Information Systems, Inc., a NASDAQ-listed security network company. Prior
      to
      that time, from 1994 to 1996, Mr. Weiss served as President of Public
      Sector Worldwide Division for Unisys Corporation. From 1991 to 1993,
      Mr. Weiss was the Vice President of Sales and the President and Chief
      Operating Officer of Thinking Machines Corporation, a massively parallel
      processing company. Prior to that time, he served in various senior capacities
      in Digital Equipment Corporation. Mr. Weiss serves on the Board of Forterra
      Systems, Inc., a simulation company, is a member of the Brookings Institution
      Council, and is a trustee of Capitol College. Mr. Weiss received a Bachelor
      of Science in Mathematics from the University of Pittsburgh.





***C.
      Thomas McMillen*** ,
      age 54,
      became our Vice Chairman of the Board upon the closing of our acquisition of
      TSS/Vortech on January 19, 2007. From our inception through the closing of
      the
      acquisition, Mr. McMillen had served as our Chairman of the Board. He has over
      18 years of experience in government, finance and mergers and acquisitions.
      Mr. McMillen has also served, since August 2005, as the President,
      Chief Executive Officer and Chairman of the Board of Homeland Security Capital
      Corporation, a consolidator of homeland security companies that provides
      capital, management advice and investments for developing companies.
      Mr. McMillen co-founded Global Secure Corp., a homeland security company
      providing critical infrastructure services, in 2003, and served as its Chief
      Executive Officer until February 2004. From February 2004 until
      February 2005, Mr. McMillen served as a consultant to Global Secure
      Corp. In addition, from October 2004 through July 2005, he served as a
      Chairman of the Board of Global Defense Corporation, a development stage company
      focused on acquiring companies in critical infrastructure security. From
      December 2003 to February 2004, Mr. McMillen served as Vice
      Chairman and Director of Sky Capital Enterprises, Inc., a venture firm, and
      until February 2005 served as a consultant. From March 2003 to
      February 2004, Mr. McMillen served as Chairman of Sky Capital
      Holdings, Ltd, Sky Capital Enterprises’ London stock exchange- listed
      brokerage affiliate. Mr. McMillen has also been Chief Executive Officer of
      Washington Capital Advisors, LLC, a merchant bank and one of our stockholders,
      since 2003. He also served as Chairman of TPF Capital, its predecessor company,
      from 2001 through 2002. Mr. McMillen has also been an independent
      consultant throughout his career. From 1994 through February 1999,
      Mr. McMillen served as the Founder, Chief Executive Officer and Director of
      NASDAQ-listed Complete Wellness Centers, Inc., a medical multi-disciplinary
      clinic management company. Mr. McMillen was appointed by President Clinton
      to Co-Chair the President’s Council on Physical Fitness and Sports from 1993 to
      1997. From 1987 through 1993, he served three consecutive terms in the United
      States House of Representatives from the 4th Congressional District of Maryland.
      Prior to that, Mr. McMillen played 11 years in the National Basketball
      Association. Mr. McMillen received a Bachelor of Science in chemistry from
      the University of Maryland, and a Bachelor and Master of Arts from Oxford
      University as a Rhodes Scholar.





1


***Thomas
      P. Rosato*** ,
      age 55,
      became a Director and our Chief Executive Officer and the Chairman of each
      of
      VTC and Vortech upon our acquisition of TSS/Vortech on January 19, 2007.
      Mr. Rosato has over 25 years of experience in mission-critical service
      businesses. Since 2002, he has served as the co-founder and chairman of TSS
      and
      the co-founder and chairman of Vortech. From 1998 to 2001, Mr. Rostato
      served as the President - Group Maintenance of America/Encompass Services
      Corporation, National Accounts Division. From 1995 to 1998, he served as the
      founder and President of Commercial Air, Power & Cable, Inc. From 1980 to
      1995, he served in various capacities at Com-Site Enterprises, most recently
      as
      Chief Financial Officer and Chief Operating Officer. Mr. Rosato started his
      career in 1973 as a certified public accountant at Coopers & Lybrand.
      Mr. Rosato received a Bachelor of Science in Accounting from Temple
      University.





***Gerard
      J. Gallagher*** ,
      age 50,
      became a Director and our President and Chief Operating Officer and the Chief
      Executive Officer and President of each of VTC and Vortech effective upon our
      acquisition of TSS/Vortech on January 19, 2007. Mr. Gallagher has more than
      25 years of experience in mission critical fields. Since 2002, he has served
      as
      the co-founder and President of TSS and the co-founder and President of Vortech.
      From 1998 to
      2001,
      Mr. Gallagher served as the President of the Total Site Solutions division
      of Encompass Services Corp. From 1997 to 1998, he served as the President of
      the
      Total Site Solutions division of Commercial Air, Power & Cable, Inc. From
      1991 to 1997, he served as the Chief Facilities Operations and Security Officer
      of the International Monetary Fund. From 1980 to 1991, Mr. Gallagher served
      in various capacities at Com Site International, most recently as Senior Vice
      President of Engineering and Sales. Mr. Gallagher received a Bachelor of
      Science in Fire Science from the University of Maryland and a Bachelor of
      Science in Organizational Management (Summa Cum Laude) from Columbia Union
      College.





***David
      J. Mitchell*** ,
      age 46,
      has served as a member of our Board since its inception and has over 20 years
      of
      investment, finance and mergers and acquisition experience. Mr. Mitchell is
      President of Mitchell Holdings LLC, a New York-based merchant banking company
      he
      founded in January of 1991, and since June 2004, Managing Partner of Las
      Vegas Land Partners LLC, a real estate development firm. From 1996 until the
      business was sold to American Express in August 1998, Mr. Mitchell was
      the Founder and Co-Chief Executive Officer of Americash LLC. Mr. Mitchell
      served as a Director of Kellstrom Industries from its inception until
      January 2002. Kellstrom Industries filed a voluntary petition under Chapter
      11 of the United States Bankruptcy Code in the United States Bankruptcy Court
      for the District of Delaware on February 20, 2002. Kellstrom Industries
      completed the U.S. Bankruptcy Court-approved sale of substantially all of its
      assets to Kellstrom Aerospace, LLC, an entity controlled by Inverness Management
      LLC on July 17, 2002. From October 1999 until February 2001,
      Mr. Mitchell was a director of Direct Furniture Inc. An involuntary
      petition under Chapter 11 of the United States Bankruptcy Code in the United
      States Bankruptcy Court for the Southern District of New York (Manhattan) was
      filed against Direct Furniture on March 18, 2002. On March 20, 2002,
      the Court appointed a Chapter 11 trustee who continues to manage Direct
      Furniture’s assets. Mr. Mitchell served as a director of Centerpoint
      Corporation (including its predecessor companies) from October 1996 until
      January 2003. Prior to 1991, Mr. Mitchell held various senior
      positions at New York Stock Exchange member firms. From 1988 to 1990, he was
      a
      Managing Director and Principal of Rodman & Renshaw, Inc., and from 1985 to
      1988, he was a Managing Director of Laidlaw Adams & Peck, Inc. Previous to
      1985, Mr. Mitchell was with Bear Stearns and Oppenheimer &
Co.





***Donald
      L. Nickles*** ,
      age 58,
      has been a member of our board of directors since February 2005 and
      currently serves as a member of the board of directors of Chesapeake Energy
      Corporation and Valero Energy Corporation. In 2005 after his retirement from
      the
      United States Senate, Senator Nickles founded and is currently Chairman and
      Chief Executive Officer of The Nickles Group, LLC, a consulting and business
      venture firm headquartered in Washington, D.C. Senator Nickles was elected
      to
      the United States Senate in 1980 where he represented the state of Oklahoma
      and
      held numerous leadership positions, including Assistant Republican Leader from
      1996 to 2002 and Chairman of the Senate Budget Committee from 2003 to 2004.
      Senator Nickles also served on the Energy and Natural Resources Committee and
      the Finance Committee. While serving in the Unites States Senate, Senator
      Nickles was instrumental in several key areas of legislation including securing
      Senate passage of the Homeland Security Act of 2002, the legislation creating
      the Department of Homeland Security and the 2003 Tax Relief Act. Prior to his
      service in the United States Senate, Senator Nickles served in the Oklahoma
      State Senate from 1979 to 1980 and worked at Nickles Machine Corporation in
      Ponca City, Oklahoma becoming vice president and general manager. Senator
      Nickles served in the National Guard from 1970 to 1976 and graduated from
      Oklahoma State University in 1971.





***John
      Morton III*** ,
      age 63, has
      served as a Director since January 2007. Prior to his election as a Director, Mr. Morton
      had served as a director of Broadwing Corp. from April 2006 until January 2007,
      when Broadwing Corp. was acquired by Level 3 Communications, Inc. Prior to
      that,
      Mr. Morton had served as President of Premier Bank, Bank of America until his
      retirement in September 2005 and was a member of Bank of America’s Management
      Operating Committee. From 1997 to 2001, Mr. Morton served as President of
      Mid-Atlantic Region, Bank of America. Prior to assuming the Regional President
      position, Mr. Morton was President of the Private Client Group from 1996 -
      1997. From 1994 - 1996, he was Chairman, CEO and President of The Boatmen’s
      National Bank of St. Louis. In 1990/1991, Mr. Morton served as Perpetual
      Financial Corporation’s Chairman, Chief Executive Officer and President.
      Mr. Morton’s Board of Director positions have included: Chairman -
      Perpetual Financial Corp Chairman; Boatmen’s National Bank of St. Louis; Audit
      and Compensation Committees - Farm and Home Financial and ERC International;
      and
      Chairman of Special Committee - Dynamac International. Mr. Morton was a
      member of the Executive Committee of the Federal City Council in Washington
      DC
      and a former chairman of the Greater Baltimore Committee in Baltimore.
      Mr. Morton holds a Bachelor of Science from the U.S. Naval Academy and a
      Masters in Business Administration from Harvard University. He served in the
      U.S. Navy as a lieutenant aboard the nuclear submarine U.S.S. George Washington
      Carver.





2


***Asa
      Hutchinson*** ,
      age 56,
      has served as a Director since January 2007. Prior to his election as a
      Director, Mr. Hutchinson had acted as
      our
      special advisor. Mr. Hutchinson was one of the original leaders of the
      Department of Homeland Security serving as Undersecretary for Border and
      Transportation Security for the first two years of the Department’s history. Mr.
      Hutchinson served three terms in the United States House of Representatives
      from
      the 3rd Congressional District of Arkansas (1997-2001) and as Administrator
      of
      the Drug Enforcement Administration (2001-2003). Since 2001, Mr. Hutchinson
      has been engaged in the homeland security law practice in Little Rock, Arkansas,
      and he is also a law partner in the firm of Venable LLP in Washington, DC,
      chairing their homeland security practice.  Mr. Hutchinson is also the
      principal of Hutchinson Security Strategies, a consulting firm that develops
      comprehensive security plans for companies. Mr. Hutchinson serves on the
      board of directors of SAFLINK Corporation, a company that offers software
      solutions to protect intellectual property, secure assets and eliminate
      passwords. Mr. Hutchinson received a Bachelor of Science from Bob Jones
      University and a Juris Doctor from the University
      of Arkansas School of Law.





***William
      L. Jews*** ,
      age 55,
      has served as a Director since April 24, 2007. Mr. Jews served as President
      and
      Chief Executive Officer of CareFirst, Inc., a health care insurer and the
      seventh largest Blue Cross Blue Shield Plan, from1993 to December 2006. During
      this period, Mr. Jews was also President and CEO of both Blue Cross Blue Shield
      of Maryland , the Blue Cross and Blue Shield Plan of the National Capital area
      and CEO of the Delaware Blue Cross and Blue Shield Plan. From 1990 to 1993,
      Mr.
      Jews was President and Chief Executive Officer of Dimensions Health Corporation,
      a multi-faceted healthcare corporation based in Landover, Maryland. From 1979
      to
      1990, Mr. Jews was President and CEO of Liberty Medical Center, Inc., of
      Baltimore MD. Mr. Jews currently serves on the boards of The Ryland Group Inc.
      Compensation and Chairman of the Nominating Committee, and Choice Hotels
      International Nominating and Diversity Committees. Mr. Jews received a Bachelor
      of Arts Degree from The Johns Hopkins University and Masters Degree from Morgan
      State University.




**Board
      of Directors**





Our
      Certificate of Incorporation and By-laws provide that our business is to be
      managed by or under the direction of our board of directors. Our board of
      directors is divided into three classes for purposes of election. One class
      is
      elected at each annual meeting of stockholders to serve for a three-year term.
      Our board of directors currently consists of nine members, classified into
      three
      classes as follows:





·
            The
                Class I directors are Messrs.Harvey
                L. Weiss, Donald L. Nickles and William L. Jews,
                and their term will end at the 2007 annual meeting of
                stockholders;


·
            The
                Class II directors are Messrs.C.
                Thomas McMillen,Thomas
                P. Rosato and John Morton, III,
                and their term will end at the 2008 annual meeting of stockholders;
                and


·
            The
                Class III directors are Messrs.David
                J. Mitchell,Gerard
                J. Gallagherand Asa Hutchinson,
                and their term will end at the 2009 annual meeting of stockholders.





Any
      additional directorships resulting from an increase in the number of directors
      will be distributed among the three classes so that, as nearly as possible,
      each
      class will consist of one-third of the directors.





**Board
      Committees**





Our
      Board
      has an Audit Committee and a Compensation Committee. The board of directors
      has
      adopted a charter for each of these committees.





3





***Audit
      Committee***





Our
      Audit
      Committee currently has four members, John Morton, III (Chairman), David J.
      Mitchell, Asa Hutchinson and William L. Jews. Our Audit Committee’s role and
      responsibilities are set forth in a written charter and include the authority
      to
      retain and terminate the services of our independent accountants, review annual
      financial statements, consider matters relating to accounting policy and
      internal controls and review the scope of annual audits.





All
      members of the Audit Committee satisfy the current independence standards
      promulgated by the Securities and Exchange Commission and the Nasdaq Stock
      Market, as such standards apply specifically to members of audit committees.
      The
      Board has determined that Mr. Morton is an “audit committee financial expert,”
as the Securities and Exchange Commission has defined that term in Item 407
      of
      Regulation S-K.





***Compensation
      Committee***





Our
      Compensation Committee currently has three members, Donald L. Nickles
      (Chairman), Asa Hutchinson and John Morton, III. Our Compensation Committee
      reviews, approves and makes recommendations regarding our compensation policies,
      practices and procedures to ensure that legal and fiduciary responsibilities
      of
      the Board are carried out and that such policies, practices and procedures
      contribute to our success. The Compensation Committee is responsible for the
      determination of the compensation of our Chief Executive Officer, and shall
      conduct its decision-making process with respect to that issue without the
      Chief
      Executive Officer present. All members of the Compensation Committee qualify
      as
      independent directors under the definition promulgated by the Securities and
      Exchange Commission and the Nasdaq Stock Market.





**Board
      and Committee Meetings**





During
      the fiscal year ended December 31, 2006, our board of directors held two
      meetings. Although we do not have any formal policy regarding director
      attendance at our annual meetings, we will attempt to schedule our annual
      meetings so that all of our directors can attend. During the fiscal year ended
      December 31, 2006, all of our directors attended at least 75% of the meetings
      of
      the board of directors and committees on which they served.





**Nominations
      for Directors**





We
      do not
      currently have a standing Nominating Committee since our board of directors
      determined that the independent members of the board of directors adequately
      fulfill the obligations of a nominating committee without the need of incurring
      additional costs of committee meetings.





The
      board
      of directors considers recommendations of potential candidates from current
      directors, management and stockholders. Stockholders’ nominations for directors
      must be made in writing and include the nominee’s written consent to the
      nomination and sufficient background information on the candidate to enable
      the
      board of directors to assess his or her qualifications. Nominations must be
      addressed to the chairman of the board at our headquarters address listed below,
      and generally must be received no later than 60 days
      nor earlier than 90 days prior to the first anniversary of the preceding year’s
      annual meeting , in order
      to be considered for the next annual election of directors.




Chairman
      of the Board of Directors


9841
      Broken Land Parkway


Columbia,
      Maryland 21046




**Section
      16(a) Beneficial Ownership Reporting Compliance**





Our
      executive officers, directors and 10% stockholders are required under Section
      16(a) of the Securities Exchange Act of 1934, as amended, to file reports of
      ownership and changes in ownership with the Securities and Exchange Commission.
      Copies of these reports must also be furnished to us.





Based
      solely on our review of copies of reports furnished to us, or written
      representations that no reports were required, we believe that during 2006
      our
      executive officers, directors and 10% stockholders complied with all filing
      requirements of Section 16(a) in a timely manner.





4


**Code
      of Conduct and Ethics**





Our
      Code
      of Ethics, which is our code of ethics applicable to all our employees, officers
      and directors, embodies our principles and practices relating to the ethical
      conduct of our business and commitment to honesty, fair dealing and full
      compliance with all laws affecting our business. The text of our Code of Ethics
      is was filed with the Securities and Exchange Commission as an exhibit 14 to
      our
      Annual Report on Form 10-KSB filed on March 31, 2006. The Code of Ethics is
      also
      available without charge, to any stockholder upon written request to our chief
      executive officer at 9841 Broken Land Parkway Columbia, Maryland 21046.
      Disclosure regarding any amendments to, or waivers from, provisions of the
      code
      of conduct and ethics that apply to our directors, principal executive and
      financial officers will be included in a Current Report on Form 8-K within
      four
      business days following the date of the amendment or waiver.





**Item 11.**
            
            **EXECUTIVE
                COMPENSATION**





**Compensation
      Discussion and Analysis**





***Overview***





Since
      our
      formation on December 20, 2004 until the consummation of our merger with
      TSS/Vortech on January 19, 2007, our operations were limited to organizational
      activities and, after our initial public offering, to activities relating to
      completing a business combination. No person serving as an executive officer,
      director or initial stockholder, nor any affiliate thereof, during any part
      of
      2006 received any cash or equity compensation for services rendered to us in
      2006. In addition, no compensation of any kind, including finder's and
      consulting fees, was paid to any person who was an officer, director, initial
      stockholder or special advisor, or any of their respective affiliates, prior
      to
      the merger for services rendered prior to or in connection with the merger.
      However, our officers, directors and special advisors were reimbursed for any
      out-of-pocket expenses incurred in connection with activities on our behalf,
      such as participating in the offering process with respect to our initial public
      offering, identifying potential target businesses, performing due diligence
      on
      suitable business combinations and negotiating on our behalf with respect to
      business combinations.





On
      January 19, 2007, we consummated the acquisition of TSS/Vortech. In connection
      with the completion of the acquisition, the Compensation Committee is developing
      a comprehensive executive compensation program and philosophy with respect
      to
      our executive officers. The Compensation Committee has not selected or hired
      a
      compensation consulting firm to assist in the development of a comprehensive
      executive compensation program and philosophy, but may consider doing so in
      the
      future.





The
      Compensation Committee of our board of directors makes all decisions regarding
      the compensation of our executive officers, which decisions are subject to
      ratification by our board of directors. On March 7, 2007, we established a
      Compensation Committee consisting of Donald Nickles and Asa Hutchinson, and
      on
      April 24, 2007, John Morton, III was appointed to the Committee. Our board
      has
      determined that each of these directors is an “independent director” within the
      meaning of the rules of the Nasdaq Stock Market and Rule 10A-3 promulgated
      under
      the Securities and Exchange Act of 1934, as amended. The Compensation Committee
      has the responsibility to:





·
            review,
                modify and approve our overall compensation
                strategy;


·
            recommend
                to the board of directors the compensation and terms of employment
                of our
                executive officers, including Thomas P. Rosato, our Chief Executive
                Officer, and to evaluate their respective performance in light of
                relevant
                goals and objectives;


·
            review
                and recommend to our board the type and amount of compensation to
                be paid
                or awarded to the members of our
                board;


·
            recommend
                to our board the adoption, amendment and termination of any bonus,
                equity
                and other deferred compensation plans, including the 2006 Omnibus
                Incentive Compensation Plan;


·
            determine
                appropriate insurance coverage for our executive officers and directors;
                and


·
            review,
                discuss and assess its own performance at least
                annually.





Our
      board
      of directors approved the adoption of the 2006 Omnibus Incentive Compensation
      Plan and the stockholders approved the Plan at the special meeting of our
      stockholders on January 17, 2007. In connection with the approval of the
      acquisition of TSS/Vortech, our board of directors also approved the employment
      agreements of Thomas P. Rosato, our Chief Executive Officer, Gerard J.
      Gallagher, our President and Chief Operating Officer, and Harvey L. Weiss,
      our
      Chairman. In connection with such employment agreements, our board approved
      the
      following annual base salaries for our executive officers for 2007: $425,000
      for
      Mr. Rosato, $425,000 for Mr. Gallagher and $200,000 for Mr. Weiss.





5


**General
      Compensation Philosophy**





We
      recognize the importance of maintaining sound principles for the development
      and
      administration of our compensation and benefits programs. The overall
      compensation philosophy of our company is primarily driven by our business
      environment and our desire to align the interest of the employees with the
      interests of our company. It is also based on the principles of competitive
      and
      fair compensation, as well as our goal to attract, retain and motivate qualified
      employees.





The
      compensation and benefit plans are designed to enable us to meet our corporate
      goals and performance. The objectives of our compensation structure are to:





·
            enable
                the company to attract, engage and retain key executives and employees
                critical to future success;


·
            motivate
                and inspire employee behavior which fosters a high performance culture;
                and


·
            support
                the overall business objectives and ensure that a significant component
                of
                the compensation opportunity will be related to factors that both
                directly
                and indirectly influence shareholder
                value.





We
      measure the success of our compensation plans on overall business performance
      and our ability to attract and retain key talent which, in turn, will minimize
      risk and optimize return for our shareholders.





To
      this
      end, the Compensation Committee affirms that the total compensation plan should
      consist of:





·
            *Annual
                salary.*Designed
                to reward the core competence in the executive role relative to the
                skills, experience and contribution to our
                company.





·
            *Annual
                cash incentive/bonus awards.*Designed
                to reward the executive for specific contributions to our company
                aligned
                to both corporate and individual
                objectives.





·
            *Long-term
                equity compensation.*Designed
                to align the executives’ interests with those of the
                shareholders.





·
            Certain
                other benefits, including retirement and welfare
                plans.





The
      use
      of the above components of our overall compensation plan enables us to reinforce
      our pay for performance philosophy and strengthen our ability to attract and
      retain high caliber and experienced executives. We believe that our combination
      of programs provides an appropriate mix of fixed and variable pay, balances
      short-term operational performance with longer-term shareholder value and
      facilitates effective executive recruitment and retention.





We
      will
      seek to target both short and long-term compensation levels competitively among
      a peer group of similar companies based on available survey data. The companies
      that will comprise our peer group to benchmark executive compensation levels
      against companies that have executive positions with responsibilities similar
      in
      breadth and scope to ours and have businesses which compete with us for
      executive talent.





***Compensation
      Components*** ****





*Base
      Salary*





The
      salaries of our executive officers are the only non-variable element of our
      compensation and are reviewed on an annual basis. The salaries reflect each
      executive’s responsibilities, the importance and impact of the executive’s role,
      and the contribution each executive delivers to us. Salary revisions are based
      on an evaluation of the individual’s performance, as part of the company’s
      Annual Performance Review process and related salary revision matrix, in
      addition to level of pay compared to homeland security industry peer group
      company levels. Within this comparison group, we seek to make comparisons to
      executives who are comparable in terms of (a) level of responsibility and (b)
      expected level of contribution to our performance. Performance-related increases
      generally take effect as of January 1 of each year.





*Bonuses*





Our
      Compensation Committee will be responsible for establishing and implementing
      pre-established quantitative and qualitative performance standards for executive
      bonuses as well as guidelines and requirements for the distribution of such
      bonuses. To the extent that our employment agreements contain qualitative
      standards for discretionary bonuses, our board intends to take the following
      steps to ensure direct correlation between executive compensation and
      performance:




·
            initiate
                a practice of periodically reviewing the performance of all senior
                executives at board meetings; and





·
            establish
                annual reviews of compensation reports for the named executive officers.





6


*Long-Term
      Equity Compensation*





We
      believe that long-term incentive compensation, primarily in the form of
      restricted stock awards, ensures that our executive officers have an ongoing
      stake in the long-term success of the company, as well as giving our employees
      the opportunity to share in any appreciation in the value of our common stock.
      Under the 2006 Omnibus Incentive Compensation Plan, stock options and stock
      appreciation rights may be granted , we currently have no plans or intentions
      of
      using these as a form of compensation.





The
      Compensation Committee supports the belief that equity participation aligns
      employees’ interests with those of the shareholders. However, we have not yet
      instituted stock ownership or retention guidelines for our
      executives.





*Other
      Benefits*





We
      provide a number of benefits as part of our overall remuneration package to
      all
      eligible employees including the named executive officers.





We
      operate a defined contribution retirement plan — a qualified 401(k) Plan which
      allows each of our employees to contribute up to the limits imposed by the
      Internal Revenue Code (US), on a pre -tax basis. We provide for matching
      payments up to 50% of the first six percent of employee contributions.





We
      also
      provide other benefits such as medical, dental, life insurance and short and
      long-term disability coverage to each named executive officer, as well as to
      all
      of our full-time employees. In addition, we provide paid time off and other
      paid
      holidays to all employees, including our named executive officers, which are
      in
      line with our peers in the industry.





**Tax
      Considerations**





The
      Compensation Committee’s compensation strategy is to be cost and tax effective.
      Therefore, the Compensation Committee’s policy is to preserve corporate tax
      deductions, while maintaining the flexibility to approve compensation
      arrangements that it deems to be in the best interests of our company and our
      stockholders, even if such arrangements do not always qualify for full tax
      deductibility.





**Employment
      Agreements**





Descriptions
      of the employment agreements with Messrs Rosato, Gallagher and Weiss are set
      forth below. The terms and conditions of Messrs. Rosato and Gallagher’s
      employment agreements were negotiated with the sellers of TSS/Vortech as well
      as
      with such executives as part of the negotiation of the overall terms and
      conditions of the acquisition. We expect that now that the acquisition has
      been
      completed, the Compensation Committee will, in connection with the development
      of a comprehensive executive compensation program and philosophy, recommend
      to
      our board the compensation and terms of employment for our other executive
      officers whereupon we may enter into appropriate employment agreements with
      them.





**Change
      in Control and Severance**





As
      described below, the employment agreements of Messrs. Rosato, Gallagher and
      Weiss provide for severance benefits. We have not yet developed any
      comprehensive severance policies for our executive officers but expect to do
      so
      in connection with the development of our comprehensive executive compensation
      program and philosophy.





**Role
      of Executive Officers in Executive Compensation**





We
      expect
      that our Compensation Committee will approve and make recommendations to our
      board on the compensation for our executive officers, other than Mr. Rosato,
      with the advice of Mr. Rosato and/or one or more other executive officers
      designated by Mr. Rosato. We expect Mr. Rosato and any such other executive
      officers to play no role in the Compensation Committee’s determination of their
      respective compensation. However, to the extent we enter into employment
      agreements with our executive officers, such agreements would be subject to
      negotiation between us and the applicable executive officer.





7


**EXECUTIVE
      COMPENSATION**





Since
      our
      formation on December 20, 2004 until the consummation of our merger with
      TSS/Vortech on January 19, 2007, our operations were limited to organizational
      activities and, after our initial public offering, to activities relating to
      completing a business combination. No person serving as an executive officer,
      director or initial stockholder, nor any affiliate thereof, during any part
      of
      2006 received any cash or equity compensation for services rendered to us in
      2006. In addition, no compensation of any kind, including finder's and
      consulting fees, was paid to any person who was an officer, director, initial
      stockholder or special advisor, or any of their respective affiliates, prior
      to
      the merger for services rendered prior to or in connection with the merger.
      However, our officers, directors and special advisors were reimbursed for any
      out-of-pocket expenses incurred in connection with activities on our behalf,
      such as participating in the offering process with respect to our initial public
      offering, identifying potential target businesses, performing due diligence
      on
      suitable business combinations and negotiating on our behalf with respect to
      business combinations.





**Summary
      Compensation Table**





The
      following table shows the total compensation paid or accrued during the fiscal
      year ended December 31, 2006 by TSS/Vortech, **** to
      (1)
      our Chief Executive Officer (who is also currently serving as our acting Chief
      Financial Officer) (2) our Chairman, and (3) our President and Chief Operating
      Officer, during the fiscal year ended December 31, 2006.





Name
                and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
                Awards
              ($)
            Option
                Awards
              ($)
            Non-Equity
                Incentive Plan Compensation
              ($)
            Change
                in Pension Value and Nonqualified Deferred Compensation
                Earnings
              ($)
            All
                Other Compensation ($)
            Total
                ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)**Thomas
                P. Rosato**,
                Chief Executive Officer
            2006
            166,788
            -
            -
            -
            -
            -
            33,563
                (1)
            200,351**Harvey
                L. Weiss**,
                Chairman and Former Chief Executive Officer
            2006
            -
            -
            -
            -
            -
            -
            -
            -**Gerard
                J. Gallagher,**President
                and Chief Operating Officer
            2006
            350,000
            42,580
            -
            -
            -
            -
            48,710
                (2)
            441,290





(1)
      Includes $14,801 in car allowance, $12,105 in club memberships not used
      exclusively for business entertainment purposes, premiums paid for by
      TSS/Vortech for a life insurance policy, and matching contributions made under
      TSS/Vortech’s 401(k) plan.




(2)
      Includes $25,941 in club memberships not used exclusively for business
      entertainment purposes, car allowance, premiums paid for by TSS/Vortech for
      a
      life insurance policy, and matching contributions made under TSS/Vortech’s
      401(k) plan




8


Amounts
      for Mr. Rosato and Mr. Gallagher above are amounts received from Vortech, LLC
      and VTC, L.L.C. (TSS/Vortech) which was acquired by us on January 19, 2007.
      Included in the TSS/Vortech notes to financial statements attached as exhibit
      99
      to the Original Report are descriptions of related party transactions with
      these
      companies. The amounts described in the notes to financial statements have
      not
      been included in the table above.





In
      addition to the amounts included above, distributions of $1,386,473 and
      $1,337,972 were made during 2006 by TSS/Vortech to Mr. Rosato and Mr. Gallagher,
      respectively. Such distributions represented payments for income taxes and
      profit distributions of the companies.





**Grants
      of Plan-Based Awards**




The
      2006
      Omnibus Incentive Plan was not approved until January 17, 2007 and to date
      there
      have been no options granted to executive officers or employees pursuant to
      the
      Plan or otherwise.





**Pension
      Benefits**




Our
      named
      executive officers did not participate in, or otherwise receive any benefits
      under, any pension or retirement plan sponsored by us during the fiscal year
      ended December 31, 2006.





**Nonqualified
      Deferred Compensation**




Our
      named
      executive officers did not earn any nonqualified deferred compensation benefits
      from us during the fiscal year ended December 31, 2006.





**Employment
      Agreements**





*Employment
      Agreement with Thomas P. Rosato*





On
      January 19 2007, we entered into an employment agreement with Thomas P. Rosato
      whereby Mr. Rosato has agreed to serve as our chief executive officer for a
      period of three years. Under the terms of the employment agreement,
      Mr. Rosato’s base compensation will be $425,000 per year (subject to a
      minimum annual increase of 5% per year), Mr. Rosato will be eligible to
      receive an annual bonus of up to 50% of his then applicable base compensation
      (the amount of the bonus and the criteria for the bonus to be determined by
      the
      Board of Directors) with the bonus for 2006 to be prorated for the number of
      months remaining in 2006 following the effective date of the employment
      agreement, and Mr. Rosato will be eligible for the share performance bonus
      described below. In addition to base compensation and bonus eligibility, (i)
      we
      will pay the premiums on the life insurance policies, (ii) Mr. Rosato will
      be entitled to an office allowance of $3,000, and (iii) Mr. Rosato
      will otherwise be entitled to receive vacation, health insurance and other
      benefits as generally made available to our other executives.




Pursuant
      to the terms of the employment agreement, if we terminate Mr. Rosato’s
      employment for reasons other than “Cause” or Mr. Rosato terminates his
      employment for “Good Reason” (as those terms are defined in the employment
      agreement), Mr. Rosato is entitled to receive his base compensation as and
      when it would otherwise be payable if his employment had not been terminated
      (provided, however that if termination occurs during the last twelve months
      of
      Mr. Rosato’s employment, then Mr. Rosato shall be entitled to receive
      amounts equal to base compensation (as and on the terms otherwise payable)
      for
      twelve months from the date of termination).





*Share
      performance bonus* .
      Up to
      $5.0 million in additional shares of our common stock will be issuable to
      Mr. Rosato if during the period from the closing of the acquisition through
      July 13, 2008, certain share performance thresholds (alternative and not
      cumulative) set forth below are satisfied:




·
            if
                the highest average share price of our shares of common stock during
                any
                60 consecutive trading day period between the closing of the acquisition
                and July 13, 2008 exceeds $9.00 per share but is no more than $10.00
                per share, he will be entitled to $0.5 million worth of additional
                shares;
                or




·
            if
                the highest average share price of our shares of common stock during
                any
                60 consecutive trading day period between the closing of the acquisition
                and July 13, 2008 exceeds $10.00 per share but is no more than $12.00
                per share, he will be entitled to $1.5 million worth of additional
                shares;
                or




9


·
            if
                the highest average share price of our shares of common stock during
                any
                60 consecutive trading day period between the closing of the acquisition
                and July 13, 2008 exceeds $12.00 per share but is no more than $14.00
                per share, he will be entitled to $3.0 million worth of additional
                shares;
                or




·
            if
                the highest average share price of shares of common stock during
                any 60
                consecutive trading day period between the closing of the acquisition
                and
                July 13, 2008 exceeds $14.00 per share, he will be entitled to $5.0
                million worth of additional shares.





*Employment
      Agreement with Gerard J. Gallagher*





On
      January 19, 2007, we entered into an employment agreement with Gerard J.
      Gallagher whereby Mr. Gallagher has agreed to serve as our president and
      chief operating officer for a period of three years. Under the terms of the
      employment agreement, Mr. Gallagher’s base compensation will be $425,000
      per year (subject to a minimum annual increase of 5% per year),
      Mr. Gallagher will be eligible to receive an annual bonus of up to 50% of
      his then applicable base compensation (the amount of the bonus and the criteria
      for the bonus to be determined by the Board of Directors) with the bonus for
      2006 to be prorated for the number of months remaining in 2006 following the
      effective date of the employment agreement, and Mr. Gallagher will be
      eligible to receive a share performance bonus on terms identical to those
      described above under “Employment Agreement with Thomas P. Rosato” set forth
      above. In addition to base compensation and eligibility for a bonus, (i) we
      will
      pay the premiums on the life insurance policies, and (ii) Mr. Gallagher
      will otherwise be entitled to receive vacation, health insurance and other
      benefits as generally made available to our other executives. Pursuant to the
      terms of the employment agreement, if we terminate Mr. Gallagher’s
      employment for reasons other than “Cause” or Mr. Gallagher terminates his
      employment for “Good Reason” (as those terms are defined in the employment
      agreement), Mr. Gallagher is entitled to receive his base compensation as
      and when it would otherwise be payable if his employment had not been terminated
      (provided, however that if termination occurs during the last twelve months
      of
      Mr. Gallagher’s employment, then Mr. Gallagher shall be entitled to
      receive amounts equal to base compensation (as and on the terms otherwise
      payable) for twelve months from the date of termination).





*Employment
      Agreement with Harvey L. Weiss*





On
      January 19, 2007, we entered into an employment agreement with Harvey L. Weiss
      whereby Mr. Weiss agreed to serve as our chairman for a period of three
      years. Under the terms of the employment agreement, Mr. Weiss’ base
      compensation is $200,000 per year (subject to a minimum annual increase of
      5%
      per year) and Mr. Weiss is eligible to receive an annual bonus of up to 50%
      of his then applicable base compensation (the amount of the bonus and the
      criteria for the bonus to be determined by the Board of Directors) with the
      bonus for 2006 to be prorated for the number of months remaining in 2006
      following the effective date of the employment agreement. In addition to base
      compensation and eligibility for a bonus, (i) Mr. Weiss will be entitled to
      a referral fee equal to 5% of the “Gross Profits” (as defined in the Employment
      Agreement) attributable to any client or customer (other than the federal
      government, or any agency or subdivision thereof) identified by Mr. Weiss
      to us or our subsidiaries, (ii) Mr. Weiss will be entitled to an “office
      allowance” of $3,000 per month and (iii) Mr. Weiss will otherwise be
      entitled to receive vacation, health insurance and other benefits as generally
      made available to our other executives. Pursuant to the terms of the employment
      agreement, if we terminates Mr. Weiss’ employment for reasons other than
“Cause” or Mr. Weiss terminates his employment for “Good Reason” (as those
      terms are defined in the Employment Agreement), Mr. Weiss is entitled to
      receive his base compensation as and when it would otherwise be payable if
      his
      employment had not been terminated (provided, however that if termination occurs
      during the last twelve months of Mr. Weiss’ employment, then Mr. Weiss
      shall be entitled to receive amounts equal to base compensation (as and on
      the
      terms otherwise payable) for twelve months from the date
      of
      termination).





**Potential
      Payments Upon Termination or Change-in-Control**





Pursuant
      to the terms of the employment agreement, if we terminate Mr. Rosato’s
      employment for reasons other than “Cause” or Mr. Rosato terminates his
      employment for “Good Reason” (as those terms are defined in the employment
      agreement), Mr. Rosato is entitled to receive his base compensation as and
      when it would otherwise be payable if his employment had not been terminated
      (provided, however that if termination occurs during the last twelve months
      of
      Mr. Rosato’s employment, then Mr. Rosato shall be entitled to receive
      amounts equal to base compensation (as and on the terms otherwise payable)
      for
      twelve months from the date of termination).





Pursuant
      to the terms of the employment agreement, if we terminate Mr. Gallagher’s
      employment for reasons other than “Cause” or Mr. Gallagher terminates his
      employment for “Good Reason” (as those terms are defined in the employment
      agreement), Mr. Gallagher is entitled to receive his base compensation as
      and when it would otherwise be payable if his employment had not been terminated
      (provided, however that if termination occurs during the last twelve months
      of
      Mr. Gallagher’s employment, then Mr. Gallagher shall be entitled to
      receive amounts equal to base compensation (as and on the terms otherwise
      payable) for twelve months from the date of termination).





10


Pursuant
      to the terms of the employment agreement, if we terminates Mr. Weiss’
employment for reasons other than “Cause” or Mr. Weiss terminates his
      employment for “Good Reason” (as those terms are defined in the Employment
      Agreement), Mr. Weiss is entitled to receive his base compensation as and
      when it would otherwise be payable if his employment had not been terminated
      (provided, however that if termination occurs during the last twelve months
      of
      Mr. Weiss’ employment, then Mr. Weiss shall be entitled to receive
      amounts equal to base compensation (as and on the terms otherwise payable)
      for
      twelve months from the date
      of
      termination).





**Compensation
      Committee Interlocks and Insider Participation**





During
      the 2006 fiscal year, we did not have a compensation committee. During the
      2006
      fiscal year, no interlocking relationship existed between our board and the
      board of directors or the compensation committee of any other company, nor
      has
      any such interlocking relationship existed in the past.





**Non-Employee
      Director Compensation**





During
      the 2006 fiscal year, we paid no compensation to our directors. On April 24,
      2007, our board of directors, by unanimous vote, adopted a compensation policy
      for our non-employee directors, based on a recommendation of our compensation
      committee. The compensation policy provides non-employee directors an annual
      grant of 10,000 shares of restricted stock under our 2006 Omnibus Incentive
      Compensation Plan (the “Plan”) to be granted on or about May 1 of each calendar
      year (unless the board determines otherwise), and which vest over a two-year
      period with one-third of the shares vesting on the grant date, and each one-half
      of the balance of such shares vesting on the first and second anniversaries
      of
      the grant date, respectively. In addition, a new member who joins the board
      of
      directors will be entitled to receive a one-time grant of $100,000 worth of
      restricted stock under the Plan, based on the closing price on the grant date
      of
      our common stock on the OTC Bulletin Board, or such other recognized stock
      exchange on which our common stock trades. Such shares will vest over a
      three-year period, with one-third of such shares vesting on each of the first,
      second and third anniversaries of the grant date. Each non-employee director
      shall also receive an annual retainer fee of $20,000 and $3,000 for each
      in-person board meeting attended and $1,000 for each telephonic board meeting
      attended. In addition, each member of the audit committee (except the chairman)
      shall receive $10,000 per year and the chairman of the audit committee shall
      receive $30,000 per year. Each member of the compensation committee (except
      the
      chairman) shall receive $5,000 per year and the chairman of the compensation
      committee shall receive $15,000 per year. This non-employee director
      compensation policy will take effect on May 1, 2007.





11





**Item 12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





**Security
      Ownership of Directors and Executive Officers**





The
      following table sets forth the beneficial ownership of our common stock as
      of
      April 26, 2007, for (a) each stockholder known by us to own
      beneficially more than 5% of our common stock; (b) each of our directors;
      (c) each executive officer named in the Summary Compensation Table; (d)
      and all of our current directors and executive officers as a group.
      Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and includes voting or investment power
      with
      respect to the securities. We deem shares of common stock that may be acquired
      by an individual or group within the 60-day period following April 26, 2007
      pursuant to the exercise of options or warrants to be outstanding for the
      purpose of computing the percentage ownership of such individual or group,
      but
      are not deemed to be outstanding for the purpose of computing the percentage
      ownership of any other person shown in the table. Percentage of ownership is
      based on 12,152,813 shares of common stock outstanding on April 26, 2007. Except
      as indicated in footnotes to this table, we believe that the stockholders named
      in this table have sole voting and investment power with respect to all shares
      of common stock shown to be beneficially owned by them based on information
      provided to us by these stockholders. Unless otherwise indicated, the address
      for each director and current executive officer is c/o Fortress International
      Group, Inc., 9841 Broken Land Parkway, Columbia, Maryland 21046.





**Amount
                and Nature of Beneficial Ownership****Name
                and Address**
            
            **Number**
            
            **Percent*****Directors
                and Executive Officers*********C.
                Thomas McMillen(1)
            
            
            575,000
            
            
            4.7
            %Harvey
                L. Weiss(2)
            
            
            1,070,000
            
            
            8.5
            %Thomas
                P. Rosato
            
            
            1,635,555
            
            
            13.5
            %Gerard
                J. Gallagher
            
            
            1,221,433
            
            
            10.1
            %David
                J. Mitchell
            
            
            150,000
            
            
            1.2
            %Donald
                L. Nickles
            
            
            200,000
            
            
            1.6
            %John
                Morton, III
            
            
            0
            
            
            *Asa
                Hutchinson
            
            
            200,000
            
            
            1.6
            %William
                L. Jews
            
            
            0
            
            
            *All
                directors and current executive officers
              as
                a group (9 persons)
            
            
            5,051,988
            
            
            41.0
            %***5%
                Stockholders***Wellington
                Management Company, LLP(3)
            
            
            2,000,000
            
            
            16.5
            %Hummingbird
                Management, LLC and Hummingbird Capital, LLC(4)
            
            
            1,452,000
            
            
            11.9
            %Paul
                D. Sonkin(4)(5)
            
            
            1,844,000
            
            
            14.6
            %Robert
                I. Green(6)
            
            
            1,735,000
            
            
            12.5
            %The
                Pinnacle Fund, L.P. and Barry M. Kitt(7)
            
            
            833,400
            
            
            6.8
            %Andrew
                M. Weiss and Weiss Asset Management, LLC(8)
            
            
            819,664
            
            
            6.7
            %Searock
                Capital Management, LLC and Seth Turkletaub(9)
            
            
            617,100
            
            
            5.1
            %





(1)
            Includes
                575,000 shares held by Washington Capital Advisors, LLC, of which
                Mr.
                McMillen is the chiefexecutive
                officer and the sole owner.




(2)
            Includes
                452,000 shares of common stock issuable upon the exercise of warrants
                held
                by Mr. Weiss.




(3)
            Derived
                from a Schedule 13G/A filed by Wellington Management Company, LLP
                (“Wellington”) on March 12, 2007. Wellington, in its capacity as an
                investment advisor, may be deemed to beneficially own 2,000,000 shares
                of
                common stock which are held of record by clients of Wellington. Those
                clients have the right to receive, or the power to direct the receipt
                of,
                dividends from, or the proceeds from the sale of, such securities.
                No such
                client is known to have such right or power with respect to more
                than five
                percent of our common stock. Wellington has shared voting control
                over
                1,060,800 shares of common stock and shared investment control over
                2,000,000 shares of common stock. Robert J. Toner is the president
                of
                Wellington. Wellington’s business address is 75 State Street, Boston, MA
                02109.




12


(4)
            Derived
                from a Schedule 13D/A filed by Paul D. Sonkin, The Hummingbird Value
                Fund,
                LP (“HVF”), The Hummingbird Microcap Value Fund, LP (“Microcap Fund”), The
                Hummingbird Concentrated Fund, LP (“Concentrated Fund”), Hummingbird
                Management, LLC (“Hummingbird”) and Hummingbird Capital, LLC (“Hummingbird
                Capital”) onJanuary 26, 2007. HVF, Microcap Fund and Concentrated Fund are the
                beneficial owner of 305,864, 378,733 and 672,403 shares of our common
                stock, respectively. Concentrated Fund is also the beneficial owner
                of an
                additional 95,000 shares of common stock issuable upon the exercise
                of
                warrants. Hummingbird is the investment manager of HVF, Microcap
                Fund and
                Concentrated Fund and may be deemed to have the sole voting and investment
                authority over the shares owned by such entities. Hummingbird Capital,
                as
                the general partner of each of HVF, Microcap Fund and Concentrated
                Fund,
                may also be deemed to have the sole voting and investment authority
                over
                the shares owned by HVF, Microcap Fund and Concentrated Fund. Hummingbird
                and Hummingbird Capital disclaim any beneficial ownership of such
                shares.
                The business address of Mr. Sonkin and the foregoing Hummingbird
                entities
                is 460 Park Avenue, 12th Floor, New York, New York
                10022.




(5)
            Includes
                392,000 shares of common stock issuable upon the exercise of warrants
                held
                in Mr. Sonkin’s and Mrs. Sonkin's IRA accounts and an additional 28,400
                shares of common stock issuable upon the exercise of warrants held
                in IRA
                accounts of various other parties for which Mr. Sonkin has dispositive
                power and for which Mr. Sonkin disclaims beneficial ownership. As
                the
                managing member and control person of Hummingbird, Mr. Sonkin may
                also be
                deemed to have the sole voting and investment authority over the
                shares
                beneficially owned by Hummingbird. Mr. Sonkin disclaims any beneficial
                ownership of such shares, except by pecuniary interest in the 392,000
                warrants owned by him and his wife
                personally.




(6)
            Derived
                from a Schedule 13D filed by Robert I. Green. Includes 1,735,000
                shares of
                common stock issuable upon exercise of warrants beneficially owned
                by Mr.
                Green. Of such shares, 1,485,000 shares of common stock issuable
                upon the
                exercise of warrants are held by Starwood Group L.P. and 250,000
                shares of
                common stock issuable upon the exercise of warrants are held by an
                individual retirement account for the benefit of Mr. Green. Mr. Green
                is
                the general partner of Starwood Group L.P. The business address of
                Mr.
                Green is 150 Bears Club Drive, Jupiter, Florida
                33477.




(7)
            Derived
                from aSchedule 13G filed on January 22, 2007 by The Pinnacle Fund, L.P.
                (“Pinnacle”) and Barry M. Kitt. Includes 49,700 shares of common stock
                issuable upon exercise of warrants. Pinnacle Advisers, L.P. (“Pinnacle
                Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management,
                LLC (“Pinnacle Fund Management”) is the general partner of Pinnacle
                Advisers. Mr. Kitt is the sole member of Pinnacle Fund Management.
                Mr.
                Kitt may be deemed to be the beneficial owner of the shares of Common
                Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims
                beneficial ownership of all shares of common stock beneficially owned
                by
                Pinnacle.




(8)
            Derived
                from a Schedule 13G filed on December 20, 2006 by Weiss Asset Management,
                LLC, Weiss Capital, LLC and Andrew M. Weiss, PhD. Weiss Asset Management,
                LLC is the beneficial owner of 603,227 shares of common stock. Weiss
                Capital, LLC is the beneficial owner of 216,437 shares of common
                stock.
                Andrew M. Weiss is the Managing Member of Weiss Asset Management,
                LLC and
                Weiss Capital, LLC. Andrew Weiss shares voting and investment control
                with
                each of Weiss Asset Management, LLC and Weiss Capital, LLC with respect
                to
                the shares of common stock beneficial owned by these entities. Andrew
                M.
                Weiss disclaims beneficial ownership of the shares of common stock
                held by
                Weiss Asset Management, LLC and Weiss Capital, LLC except to the
                extent of
                his pecuniary interest therein. There is no family or other relationship
                between Harvey L. Weiss, our chairman, and Weiss Asset Management,
                LLC,
                Weiss Capital, LLC or Andrew M. Weiss, Ph.D. The business address
                of Mr.
                Weiss and the foregoing entities is 29 Commonwealth Avenue, 10th
                Floor,
                Boston, Massachusetts 02116.




(9)
            Derived
                from a Schedule 13G filed by Searock Capital Management, L.L.C.
                (“Searock”) on February 16, 2007. Seth Turkletaub is the Managing Member
                of Searock. Searock’s business address is Two Grand Central Tower, 140 E.
                45th Street, 39th Floor, New York, New York 10017.





13


**Equity
      Compensation Plan Information**





The
      following table provides certain aggregate information with respect to all
      of
      the company’s equity compensation plans in effect as of December 31,
      2006. ****





**Plan
                category**
            **Number
                of securities to be**
              **issued
                upon exercise of**
              **outstanding
                options,**
              **warrants
                and rights (1)**
            **Weighted-average
                exercise**
              **price
                of outstanding options,**
              **warrants
                and rights ($)**
            **Number
                of securities**
              **remaining
                available for future issuance under equity compensation plans (excluding
                securities reflected in first column)**Equity
                compensation plans
              approved
                by security
              holders:
              Fortress
                America Acquisition Corporation 2006 Omnibus Incentive Compensation
                Plan
            N/A
            N/A
            N/AEquity
                compensation plans
              not
                approved by
              security
                holders
            N/A
            N/A
            N/ATotal





**Item 13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**





**Certain
      Relationships and Related Transactions**





*Prior
      Share Issuances*





On
      March
      9, 2005, we issued 1,750,000 shares of our common stock to the individuals
      set
      forth below for $25,000 in cash, at an average purchase price of approximately
      $0.014 per share, as follows:




**Name**
            
            **Number
                of**
              **Shares**Washington
                Capital Advisors, LLC
            
            
            575,000Harvey
                L. Weiss
            
            
            575,000David
                J. Mitchell
            
            
            150,000Donald
                L. Nickles
            
            
            200,000Asa
                Hutchinson
            
            
            200,000Paladin
                Homeland Security Fund, L.P.
            
            
            24,765Paladin
                Homeland Security Fund, L.P.
            
            
            15,926Paladin
                Homeland Security Fund, L.P.
            
            
            5,553Paladin
                Homeland Security Fund, L.P.
            
            
            3,756





All
      of
      the shares of our common stock outstanding prior to our initial public offering
      (“initial shares”) and held by the above stockholders (“initial stockholders”)
      were placed in escrow with Continental Transfer & Trust Company, as
      escrow agent, until the earliest of: July 13, 2008; our dissolution and
      liquidation; or the consummation of a liquidation, merger, stock exchange or
      other similar transaction which results in all of our stockholders having the
      right to exchange their shares of common stock for cash, securities or other
      property subsequent to our consummating a business combination with a target
      business.





14


During
      the escrow period, the initial stockholders will not be able to sell or transfer
      their securities except to their spouses and children or trusts established
      for
      their benefit or otherwise as provided in the stock escrow agreement, but will
      retain all other rights as our stockholders, including, without limitation,
      the
      right to vote their shares of common stock and the right to receive cash
      dividends, if declared. If dividends are declared and payable in shares of
      common stock, such dividends will also be placed in escrow.




*Purchase
      of Warrants* .
      Pursuant to an agreement with the underwriters of our initial public offering,
      C. Thomas McMillen, our former chairman and current vice chairman, and Harvey
      L.
      Weiss, our former chief executive officer, president, secretary and current
      chairman and a member of our board of directors, or certain of their affiliates
      or designees, collectively purchased 600,000 warrants in the public marketplace
      at prices not exceeding $0.70 per warrant.




*Registration
      Rights* .
      The
      holders of the majority of the initial shares are entitled to make up to two
      demands that we register the initial shares. The holders of the majority of
      the
      initial shares may elect to exercise these registration rights at any time
      after
      the date on which the initial shares are released from escrow, which, except
      in
      limited circumstances, is not before July 13, 2008. In addition, the
      initial stockholders have certain “piggyback” registration rights on
      registration statements filed subsequent to the date on which these shares
      of
      common stock are released from escrow. We will bear the expenses incurred in
      connection with the filing of any such registration statements.




*Advancement
      of Certain Costs* .
      Washington Capital Advisors, Mr. Weiss and Mr. Mitchell advanced a
      total of $70,000 to us to cover costs related to our initial public offering.
      These loans were repaid from the proceeds of our initial public offering not
      placed in trust.




*Goldman
      Advisors* .
      Goldman
      Advisors (“Goldman”), a division of Sunrise Securities Corp., the lead
      underwriter in our initial public offering, provided financial advisory services
      to us in connection with the acquisition of TSS/Vortech. Goldman received
      reimbursement of its reasonable expenses and a fee of $750,000 upon the
      consummation of the acquisition.




*Washington
      Capital Advisors, LLC* .
      We paid
      Washington Capital Advisors, LLC (“Washington Capital Advisors”), of which Mr.
      C. Thomas McMillen , our vice chairman and a director, is the principal equity
      owner and officer, $7,500 per month for office space and general administrative
      services. This arrangement was agreed to by Washington Capital Advisors, the
      successor-in-interest to Global Defense Corporation, also an affiliate of
      Mr. McMillen, for our benefit and was not intended to provide
      Mr. McMillen compensation in lieu of salary. Upon completion of the
      acquisition of TSS/Vortech, we were no longer required to pay this monthly
      fee.
      We paid an aggregate of $97,500 pursuant to this agreement.





On
      January 19, 2007, we entered into a consulting agreement with Washington Capital
      Advisors, of which Mr. C. Thomas McMillen , our vice chairman and a director,
      is
      the principal equity owner and officer, pursuant to which Washington Capital
      Advisors will be engaged to serve as a consultant for a period of three years.
      Under the terms of the Consulting Agreement, Washington Capital Advisors will
      provide advisory services relating to strategic, financial, marketing and
      business development matters and will also provide mergers and acquisitions
      assistance. The base compensation to Washington Capital Advisors is $200,000
      per
      year (subject to a minimum annual increase of 5% per year) and Washington
      Capital Advisors is eligible to receive an annual bonus of up to 50% of its
      then
      applicable base compensation (the amount of the bonus and the criteria for
      the
      bonus to be determined by the board of directors) with the bonus for 2006 to
      be
      prorated for the number of months remaining in 2006 following the closing date.
      In addition to base compensation and eligibility for a bonus, Washington Capital
      Advisors will be entitled to a referral fee equal to 5% of the “Gross Profits”
(as defined in the Consulting Agreement) attributable to any client or customer
      (other than the federal government, or any agency or subdivision thereof)
      identified by Washington Capital Advisors to us or any of our subsidiaries.
      Pursuant to the terms of the Consulting Agreement, if we terminate the
      Consulting Agreement for reasons other than “Cause” or Washington Capital
      Advisors terminates the Consulting Agreement for “Good Reason” (as those terms
      are defined in the Consulting Agreement), Washington Capital Advisors is
      entitled to receive its base compensation as and when it would otherwise be
      payable if the Consulting Agreement had not been terminated (provided, however
      that if termination occurs during the last twelve months of the Consulting
      Agreement, then Washington Capital Advisors shall be entitled to receive amounts
      equal to base compensation (as and on the terms otherwise payable) for twelve
      months from the date of termination). Under the terms of the Consulting
      Agreement, Washington Capital Advisors is subject to covenants not to solicit
      any of our customers or employees and to not otherwise compete against us.
      In
      connection with signing the Consulting Agreement, Washington Capital Advisors
      has signed an Invention Assignment, Non-Compete and Confidentiality Agreement.
      Washington Capital Advisors is not affiliated with us, TSS/Vortech or any of
      their respective officers, directors or material equity holders, except that
      Washington Capital Advisors’ principal equity owner and officer is
      Mr. McMillen, our vice chairman.





Our
      Audit
      Committee reviews and approves in advance all related party transactions in
      accordance with its written charter.





15


**Director
      Independence**





In
      anticipation of being listed on The Nasdaq Stock Market, we adhere to the rules
      of The Nasdaq Stock Market in determining whether a director is independent.
      Our
      board of directors will consult with counsel to ensure that the board of
      directors determination of independence of each director and nominee for
      election as a director is consistent with those rules and all relevant
      securities laws and regulations regarding the independence of directors. Based
      on these standards, the board of directors determined that each of the following
      non-employee directors is an “independent director” as defined by the Nasdaq
      Stock Market, LLC and has no relationship with us, except as a director and/or
      stockholder: David J.
      Mitchell, Donald L. Nickles, Asa Hutchinson, John Morton, III and William L.
      Jews.





**Item 14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND SERVICES**




The
      firm
      of Goldstein
      Golub Kessler LLP, or GGK,
      acted as our principal accountant during the fiscal year 2006. Through
      September 30, 2005, GGK had a continuing relationship with American Express
      Tax and Business Services Inc., or TBS, from which it leased auditing staff
      who
      were full time, permanent employees of TBS and through which its partners
      provide non-audit services. Subsequent to September 30, 2005, this
      relationship ceased and the firm established a similar relationship with RSM
      McGladrey, Inc., or RSM. GGK has no full time employees and, therefore, none
      of
      the audit services performed were provided by permanent full-time employees
      of
      GGK. GGK manages and supervises the audit and audit staff, and is exclusively
      responsible for the opinion rendered in connection with its examination. The
      following is a summary of fees paid or to be paid to GGK and RSM for services
      rendered.




On
      April
      20, 2007, we decided to engage the independent registered public accounting
      firm
      of Grant Thornton LLP to conduct review of our quarterly financial statements
      and to audit our financial statements for the fiscal year ending December 31,
      2007. Our Board of Directors approved the change of our independent registered
      public accounting firm to Grant Thornton LLP. Accordingly, we dismissed GGK,
      effective April 20, 2007.





**Audit
      and Non-Audit Fees**





The
      following table presents fees for professional audit services rendered by
      Goldstein Golub Kessler LLP, or
      GGK ,
      for the
      audit of our annual financial statements for the years ended December 31, 2006
      and December 31, 2005 and fees billed for other services rendered by GGK during
      those periods.





**2005**
            
            **2006**Audit
                fees
            
            $
            19,000
            
            $
            38,000Audit-related
                fees
            
            $
            38,625
            
            $
            17,786Tax
                fees
            
            $
            1,600
            
            $
            2,612All
                other fees
            
            
            -
            
            
            -Total
            
            $
            59,625
            
            $
            58,398





***Audit
      Fees***





Fees
      incurred by us for professional services rendered by GGK for the
      audit of the annual consolidated financial statements included in our Annual
      Report on Form 10-K, for the reviews of the consolidated financial statements
      included in our Forms 10-Q and for the audit of internal control over financial
      reporting required under the Sarbanes-Oxley Act of 2002 were $19,000 for 2005
      and $38,000 for 2006.





***Audit-Related
      Fees***





We
      paid GGK $38,625
      in 2005 for services related to our initial public offering, and $17,786 in
      2006
      for services related to the preparation and filing of the proxy statement in
      connection with our acquisition of TSS/Vortech.





***Tax
      Fees***





Fees
      paid
      to GGK associated with tax compliance and tax consultation were $1,600 in 2005
      and $2,612 in 2006.





***All
      Other Fees***





We
      paid
      no other fees to GGK for 2005 and 2006.





16





**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services
      of
      Independent Auditors**




Consistent
      with policies of the Securities and Exchange Commission regarding auditor
      independence, the Audit Committee has responsibility, pursuant to its written
      charter, for appointing, setting compensation and overseeing the work of the
      independent auditor. In recognition of this responsibility, the audit committee
      has established a policy to pre-approve all audit and permissible non-audit
      services provided by the independent auditor. The
      Audit
      Committee’s policy is to approve all audit and non-audit services provided by
      our independent registered public accounting firm prior to the commencement
      of
      the services using a combination of pre-approvals for certain engagements up
      to
      predetermined dollar thresholds in accordance with the pre-approval policy
      and
      specific approvals for certain engagements on a case-by-case basis. The Audit
      Committee has delegated authority to the committee chairman to pre-approve
      between committee meetings those services that have not already been
      pre-approved by the committee. The chair is required to report any such
      pre-approval decisions to the full committee at its next scheduled
      meeting.




17


**PART
      IV**





**Item
              15.**
            **EXHIBITS,
                FINANCIAL STATEMENT SCHEDULES**




(3)
            ***Exhibits***




The
      following is a list of exhibits filed as part of this Amendment No. 1 to Annual
      Report on Form 10-K





The
      following exhibits are included with this report or incorporated herein by
      reference:




**Exhibit**
              **Number**
            
            **Description**3.1
            
            Amended
                and Restated Certificate of Incorporation dated January 19, 2007
                (included as Exhibit 3.1 to the Current Report on Form 8-K filed
                January 25, 2007 and incorporated by reference
                herein)3.2
            
            By-laws
                (incorporated by reference to Exhibit 3.3 of the Company’s Registration
                Statement No. 333-123504, effective July 13, 2005)4.1
            
            Specimen
                Unit Certificate (incorporated by reference to Exhibit 4.1 of the
                Company’s Registration Statement No. 333-123504, effective July 13,
                2005)4.2
            
            Specimen
                Common Stock Certificate (incorporated by reference to Exhibit 4.2
                of the
                Company’s Registration Statement No. 333-123504, effective July 13,
                2005)4.3
            
            Specimen
                Warrant Certificate (incorporated by reference to Exhibit 4.3 of
                the
                Company’s Registration Statement No. 333-123504, effective July 13,
                2005)4.4
            
            Warrant
                Agreement between Continental Stock Transfer & Trust Company and the
                Company (incorporated by reference to Exhibit 4.4 of the Company’s Form
                10-KSB for the year ended December 31, 2005)4.5
            
            Unit
                Purchase Option (incorporated by reference to Exhibit 4.5 of the
                Company’s
                Form 10-KSB for the year ended December 31, 2005)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 (included as Annex A to the
                Definitive Proxy Statement dated December 27, 2006 and incorporated
                by reference herein)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 (included as
                Exhibit 10.1 to the Current Report on Form 8-K dated January 19, 2007
                and incorporated by reference herein)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 (included as Exhibit 10.3 to the
                Current
                Report on Form 8-K filed January 25, 2007 and incorporated by
                reference herein)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
                (included as Exhibit 10.4 to the Current Report on Form 8-K filed
                January 25, 2007 and incorporated by reference
                herein)10.5
            
            Registration
                Rights Agreement among Fortress America Acquisition Corporation and
                Thomas
                P. Rosato and Gerard J. Gallagher (included as Exhibit 10.5 to the
                Current
                Report on Form 8-K filed January 25, 2007 and incorporated by
                reference herein)10.6
            
            Fortress
                America Acquisition Corporation 2006 Omnibus Incentive Compensation
                Plan
                (included as Annex E to the Definitive Proxy Statement dated
                December 27, 2006 and incorporated by reference
                herein)





18




**Exhibit**
              **Number**
            
            **Description**10.7
            
            Employment
                Agreement dated January 19, 2007 by Fortress America Acquisition
                Corporation and Harvey L. Weiss (included as Exhibit 10.7 to the
                Current
                Report on Form 8-K filed January 25, 2007 and incorporated by
                reference herein)10.8
            
            Executive
                Consulting Agreement dated January 19, 2007 by Fortress America
                Acquisition Corporation and Washington Capital Advisors, Inc. (included
                as
                Exhibit 10.8 to the Current Report on Form 8-K filed January 25, 2007
                and incorporated by reference herein)10.9
            
            Executive
                Employment Agreement dated January 19, 2007 by Fortress America
                Acquisition Corporation and Thomas P. Rosato (included as Exhibit
                10.9 to
                the Current Report on Form 8-K filed January 25, 2007 and
                incorporated by reference herein)10.10
            
            Executive
                Employment Agreement dated January 19, 2007 by Fortress America
                Acquisition Corporation and Gerard J. Gallagher (included as Exhibit
                10.10
                to the Current Report on Form 8-K filed January 25, 2007 and
                incorporated by reference herein)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 (included as Exhibit 10.11 to the Current Report
                on Form
                8-K filed January 25, 2007 and incorporated by reference
                herein)10.12
            
            Letter
                Agreement among the Company, Sunrise Securities Corp. and C. Thomas
                McMillen (incorporated by reference to Exhibit 10.1 of the Company’s Form
                10-KSB for the year ended December 31, 2005)10.13
            
            Letter
                Agreement among the Company, Sunrise Securities Corp. and Harvey
                L. Weiss
                (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-KSB
                for the year ended December 31, 2005)10.14
            
            Letter
                Agreement among the Company, Sunrise Securities Corp. and David J.
                Mitchell (incorporated by reference to Exhibit 10.3 of the Company’s Form
                10-KSB for the year ended December 31, 2005)10.15
            
            Letter
                Agreement among the Company, Sunrise Securities Corp. and Donald
                L.
                Nickles (incorporated by reference to Exhibit 10.4 of the Company’s Form
                10-KSB for the year ended December 31, 2005)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. (incorporated by reference to Exhibit 10.5
                of the
                Company’s Form 10-KSB for the year ended December 31,
                2005)10.17
            
            Letter
                Agreement among the Company, Sunrise Securities Corp. and Asa Hutchinson
                (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-KSB
                for the year ended December 31, 2005)10.18
            
            Investment
                Management Trust Agreement between Continental Stock Transfer & Trust
                Company and the Company (incorporated by reference to Exhibit 10.7
                of the
                Company’s Form 10-KSB for the year ended December 31,
                2005)10.19
            
            Stock
                Escrow Agreement between the Company, Continental Stock Transfer
&
                Trust Company and the Initial Stockholders (incorporated by reference
                to
                Exhibit 10.8 of the Company’s Form 10-KSB for the year ended
                December 31, 2005)10.20
            
            Registration
                Rights Agreement among the Company and the Initial Stockholders
                (incorporated by reference to Exhibit 10.9 of the Company’s Form 10-KSB
                for the year ended December 31, 2005)10.21
            
            Warrant
                Purchase Agreement between C. Thomas McMillen, Harvey L. Weiss and
                Sunrise
                Securities Corp. (incorporated by reference to Exhibit 10.10 of the
                Company’s Form 10-KSB for the year ended December 31,
                2005)





19


**Exhibit**
              **Number**
            
            **Description**10.22
            
            Letter
                Agreement between the Company and Global Defense Corp. (incorporated
                by
                reference to Exhibit 10.11 of the Company’s Form 10-KSB for the year ended
                December 31, 2005)10.23
            
            Agreement
                and Plan of Merger among Fortress America Acquisition Corporation
                and FAAC
                Merger Corporation dated June 29, 2005 (incorporated by reference to
                Exhibit 10.15 of the Registrant’s Registration Statement No. 333-123504,
                effective July 13, 2005)14.1
            
            Code
                of Ethics (incorporated by reference to Exhibit 14 of the Company’s Form
                10-KSB for the year ended December 31, 2005)31.1*
            
            Certification
                by Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)
                and
                15d-14(a)31.2*
            
            Certification
                by Principal Financial and Accounting Officer pursuant to Exchange
                Act
                Rule 13a-14(a) and 15d-14(a)99.1
            
            Combined
                Balance Sheets of Vortech, L.L.C. and VTC, L.L.C. as of December 31,
                2006, 2005 and 2004, and the related combined statements of income,
                changes in members’ equity and cash flows for the years then ended
                (previously filed with Original Report)*Filed
                herewith




20




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.




**FORTRESS
                INTERNATIONAL GROUP, INC.**Date:
                April 30, 2007
            By:
            /s/ THOMASP.
                ROSATO**Thomas
                P. Rosato****Chief
                Executive Officer (Principal Executive
                Officer)**




21