formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Fortress International Group, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

34958D102
Cusip Number

Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670

Steven Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig, & Wolosky, LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022
212-451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 12, 2012
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
PAGE 2
CUSIP No. 34958D102
Schedule 13D
 
   
1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
SEP IRA FBO Norman H. Pessin ###-##-####
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) þ
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
 
PF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
NUMBER OF SHARES
7
SOLE VOTING POWER
   
 
    885,727
BENEFICALLY
    
OWNED BY EACH
8
SHARED VOTING POWER
     
REPORTING    
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
     
   
885,727
     
 
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
885,727
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
6.2%
14
TYPE OF REPORTING PERSON*
 
IN
 
 
 
 
 
PAGE 3
CUSIP No. 34958D102
Schedule 13D
 
Item 1.
Security and Issuer

This Schedule 13D relates to the common stock, $0.001 par value (the "Common Stock"), of Fortress International Group, Inc. (the "Issuer"),whose principal executive offices are located at 7226 Lee DeForest Drive, Suite 203, Columbia, MD  21046.
 
Item 2.
Identity and Background
 
This Schedule 13D is being filed by SEP F/B/O Norman H. Pessin.  Certain information with respect to each Reporting Person is set forth below:
 
Name and Address:
1)
Norman H. Pessin
   
366 Madison Avenue, 14th Floor
   
New York, NY  10017
 
    
Principal Occupation:
1)
Retired
 
    
     
Criminal convictions:
1)
None
     
     
Civil proceedings:
1)
None
     
     
Citizenship:
1)
United States
 
Item 3.

The aggregate purchase price of the 885,727 shares of common stock owned by SEP IRA F/B/O Norman H. Pessin is approximately $647,515 including brokerage commissions.  The shares of common stock owned by SEP IRA F/B/O Norman H. Pessin were acquired with personal funds.

 
 
 

PAGE 4
CUSIP No. 34958D102
 
Item 4.
Purposes of the Transactions
 
The Reporting Person originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Person intends to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer
 
SEP IRA F/B/O Norman H. Pessin owns 885,727 shares of common stock of the issuer, constituting 6.2% of the outstanding shares thereof.

 
 
 

PAGE 5
CUSIP No. 34958D102
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
 
None.
 
Item 7.
Material to Be Filed as Exhibits
 
None.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  SEP IRA F/B/O Norman H.Pessin  
       
 
By:
/s /Norman H. Pessin  
    Norman H. Pessin  
 
April 12, 2012