SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 13, 2012
Date of Report (Date of earliest event
FORTRESS INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified
in its charter)
(State or other jurisdiction of
|(Commission File Number)
|7226 Lee DeForest Drive, Suite 104
|(Address of principal executive offices)
|(Registrant’s telephone number, including area code)|
(Former name, former address, and former
fiscal year, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
||Results of Operations and Financial Condition.|
On Tuesday, November 13, 2012, Fortress
International Group, Inc. (the “Company”), issued a press release reporting certain financial results of the Company
for the three and nine months ended September 30, 2012.
A copy of the press release is being furnished
herewith as Exhibit 99.1.
The Company’s financial results contain
non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the
press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Disclosure regarding
definitions of these measures used by the Company and why the Company’s management believes the measures provide useful information
to investors is also included in the press release.
The Company will conduct a conference call
to discuss its financial results on Tuesday, November 13, 2012, at 4:30 p.m., Eastern Standard Time.
The information in this Report, including
Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report on Form 8-K. Such information shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in
Statements contained in this report contain
“forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995. In
this context, forward-looking statements may address matters such as our expected future business and financial performance, and
often contain words such as "guidance," "prospects," "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "should," or "will." Forward-looking statements
by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could adversely or positively
affect the Company's future results include: the Company's reliance on a significant portion of its revenues from a limited number
of customers; risks relating to operating in a highly competitive industry; actual or potential conflicts of interest between the
Company and members of the Company’s senior management; risk relating to rapid technological, structural, and competitive
changes affecting the industries the Company serves; the uncertainty as to whether the Company can replace its backlog; risks involved
in properly managing complex projects; risks relating to the possible cancellation of customer contracts on short notice; risks
relating to our ability to continue to implement our strategy, including having sufficient financial resources to carry out that
strategy; risks relating to our ability to meet all of the terms and conditions of our debt obligations; uncertainty related to
current economic conditions and the related impact on demand for our services; and other risks and uncertainties disclosed in the
Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended
December 31, 2011. These uncertainties may cause the Company's actual future results to be materially different than those expressed
in the Company’s forward-looking statements. The Company does not undertake to update its forward-looking statements.
||Financial Statements and Exhibits.|
99.1 Press Release, dated November 13, 2012.
S I G N A T U R E S
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
||FORTRESS INTERNATIONAL GROUP, INC.|
||/s/Kenneth D. Schwarz|
||Kenneth D. Schwarz|
||Chief Financial Officer|
Date: November 13, 2012