UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TSS, Inc.

(formerly Fortress International Group, Inc.)

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

87288V101

(CUSIP Number)

Thomas P. Rosato

1250 West River Road

Shadyside, MD 20764

Telephone: (410) 423-7423

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

with a copy to:

Gordon Feinblatt LLC

233 East Redwood Street

Baltimore, MD 21202

Attention: William M. Davidow

Telephone: (410) 720-7890

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 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 §240.13d-7 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 87288V101   

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2007, by Thomas P. Rosato (the “Reporting Person”). Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined have the meaning given to them in the Schedule 13D. This Amendment is being filed to report that since the filing of the Schedule 13D, a material change occurred in the percentage of the shares of common stock, par value $0.0001 per share (the “Common Stock ”), of TSS, Inc., a Delaware corporation formerly known as Fortress International Group, Inc. (the “Issuer”), beneficially owned by the Reporting Person as a result of the transactions described herein.

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D/A relates is the Common Stock of the Issuer. The address of the principal executive offices of the Issuer is whose principal executive offices are located at 7226 Lee DeForest Drive, Suite 104, Columbia, MD 21046.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

This Amendment amends and restates Item 3 of the Schedule 13D in its entirety as set forth below:

On January 16, 2007, the Reporting Person purchased in the market 174,000 shares of Common Stock at an average per share price of $5.71, with personal funds, including funds borrowed on commercial terms by the Reporting Person.

On January 19, 2007, the Issuer acquired (the “Acquisition”) all of the outstanding membership interests of VTC, L.L.C., doing business as “Total Site Solutions” (“TSS”), and Vortech, LLC (“Vortech” and, together with TSS, “TSS/Vortech”) from the Reporting Person, Gerard J. Gallagher and certain other selling members pursuant to a Second Amended and Restated Membership Interest Purchase Agreement dated July 31, 2006, as amended by that certain Amendment to the Second Amended and Restated Membership Interest Purchase Agreement dated January 16, 2007 (the “Purchase Agreement”). The acquisition consideration consisted of (a) $11.0 million in cash, (b) the assumption of $154,599 of debt of TSS/Vortech, (c) 3,205,128 shares of Common Stock, of which 1,461,555 shares were issued to the Reporting Person, and (d) $10.0 million in two convertible, interest-bearing promissory notes (the “Convertible Notes”) of $5.0 million each, of which the Reporting Person received one Convertible Note.

Pursuant to a pre-arranged stock trading plan adopted by the Reporting Person, the Reporting Person purchased shares of Common Stock as follows: (i) from August 30, 2007 through September 27, 2007, the Reporting Person purchased (A) 273,398 shares of Common Stock at per share prices ranging from $5.74 to $6.72, for aggregate purchase price of $1,628,172, and (B) 294,870 warrants to acquire 294,870 shares of Common Stock at per warrant prices ranging from $0.9921 to $1.571, each with an exercise price of $5.00 per share, for an aggregate warrant purchase price of $355,417. The warrants all expired on July 13, 2009 unexercised.

On August 8, 2008, the Reporting Person acquired 5,750 shares that were shares of restricted stock that were forfeited to the Issuer by third parties and subsequently issued to the Reporting Person pursuant to a Second Amended and Restated Membership Interest Purchase Agreement dated July 31, 2006, filed as Exhibit 99.1 to the Schedule 13D (the “Purchase Agreement”).

On August 26, 2008, the Reporting Person acquired 333,333 shares of Common Stock in connection with the conversion of the Convertible Note at a conversion price of $7.50.

On April 15, 2009, the Reporting Person bought 150,000 shares of Common Stock in a private transaction at per share price of $0.90, for aggregate purchase price of $135,000.

On August 20, 2009, the Reporting Person received a grant of 102,564 restricted shares of Common Stock pursuant to the Issuer’s 2006 Omnibus Shares Plan as payment in lieu of cash compensation. The shares became fully vested on August 20, 2011.

On November 11, 2009, the Reporting Person acquired 15,750 shares that were shares of restricted stock that were forfeited to the Issuer by third parties and subsequently issued to the Reporting Person pursuant to the Purchase Agreement.

On December 30, 2009, the Reporting Person sold 287,009 shares of Common Stock in private transactions to senior employees of the Issuer at a per share price of $0.65, for an aggregate sale price of $186,556.

On December 10, 2012, the Reporting Person sold 427,703 shares of Common Stock at a per share price of $0.42, for an aggregate sale price of $179,635.

From November 1, 2013 to November 14, 2013, the Reporting Person sold 147,129 shares of Common Stock at per share prices ranging from $0.50 to $0.60, for aggregate purchase price of $1,628,172, as indicated in Item 5 below.

On December 31, 2013, the Reporting Person sold 200,000 shares of Common Stock at $.40 per share, for an aggregate purchase price of $80,000, in a private sale transaction pursuant to a Stock Purchase Agreement with MHW Partners, L.P., as indicated in Item 5.

Item 4. Purpose of Transaction

This Amendment amends and restates Item 4 of the Schedule 13D in its entirety as set forth below:

The shares of Common Stock acquired as described in Item 3 were acquired by the Reporting Person for investment purposes. The Reporting Person may make additional purchases of shares, either in the open market or in private transactions, depending on his evaluation of the Issuer’s financial condition, results of operations, business and prospects of the Issuer, the securities market in general and the market for the shares in particular, conditions in the economy and the financial institutions industry generally and other investment. Subject to the transfer restrictions described in Item 6, the Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of Common Stock which he now owns or may hereafter acquire.

The Reporting Person, except as described herein, has no plans or proposals which would result in:

Item 5. Interest in Securities of the Issuer

The Reporting Person is the beneficial owner of 1,454,509 shares of the Common Stock, which represents 9.98% of the Issuer’s common stock at this time. Other than set forth herein, currently, the Reporting Person has no other interest, either of record or beneficially, in the common stock of the Issuer.

In the last 60 days, the Reporting Person sold shares of Common Stock in the open market executed by a broker as indicated below:

Other than the sales described in this Item 5(c), the Reporting Person has not engaged in any transactions during the past 60 days in any shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following:

As described in part (c) of Item 5 of this Schedule 13D/A, the Reporting Person entered into a Stock Purchase Agreement with the Purchaser, pursuant to which he sold to the Purchaser 200,000 shares of Common Stock at a price of $.40 per share, for an aggregate purchase price of $80,000. Pursuant to the terms of the Stock Purchase Agreement, the Reporting Person agreed not to, directly or indirectly, sell, transfer, assign, hypothecate or similarly dispose of, or enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, hypothecation or similar disposition of the remaining shares of Common Stock that he owns for a period of ninety days following the execution of the Stock Purchase Agreement. The foregoing description of the Stock Purchase Agreement is intended as a summary only and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit 99.9 to this Amendment and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended by adding the following:  

Exhibit 99.9 Stock Purchase Agreement between the Reporting Person and the Purchaser dated December 31, 2013

Signature

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.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT 99.9

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 31st day of December, 2013, by and among THOMAS P. ROSATO (the “Seller”) and MHW PARTNERS, L.P. (the “Buyer”).

Explanatory Statements

The Seller is the record and beneficial owner of 1,654,509 shares of the common stock, $.0001 par value per share (the “Common Stock”), of TSS, Inc., a Delaware corporation (the “Company”), held in book form (identified by book #262) by the Company’s transfer agent. The Seller desires to sell, assign, transfer, and convey to the Buyer, and the Buyer desires to purchase and receive from the Seller, an aggregate of 200,000 shares of Common Stock of the Company (the “Shares”) on the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.      Purchase and Sale of the Shares. The Buyer shall purchase and receive the Shares from the Seller, and, contemporaneously with the payment of the purchase price set forth in Section 2, the Seller shall sell, assign, transfer, and convey the Shares to the Buyer.

2.      Payment for Shares. The purchase price for the Shares shall be $0.40 per Share, for an aggregate purchase price of $80,000 (the “Purchase Price”). The Purchase Price shall be payable by the Buyer upon the execution and delivery of this Agreement by each of the parties hereto and written confirmation from the Company’s transfer agent that the transfer agent has received from Miles & Stockbridge P.C. all legal opinions, instruction letters, and any other information required to complete the transfer of the Shares from the Seller to the Buyer. Payment of the Purchase Price shall be made either by personal check made out to the Seller or by wire transfer of immediately available funds to an account specified by the Seller.

3.      Transfer of Shares. Promptly following the execution and delivery of this Agreement, the parties shall cause the Company to issue a letter to the Company’s transfer agent containing instructions for the transfer of the Shares on the books and records of the Company, which instructions shall include, without limitation, (a) the issuance to the Buyer of a certificate representing the Shares, and (b) the issuance to the Seller a certificate representing the balance of the shares owned by the Seller.

4.      Restrictions and Acknowledgments. The parties acknowledge and agree to the following:

(a) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state (the “State Acts”), and any assignment, sale, transfer, exchange, hypothecation or other disposition of the Shares (whether for consideration or otherwise) by the Buyer, in whole or in part, may be made only in compliance with the restrictions imposed by the Securities Act and the State Acts.

(b) The Shares are, and will continue to be after the consummation of the transaction contemplated by this Agreement, “restricted securities,” as those terms are defined under Section 4(1) of the Securities Act of 1933 and the rules and regulations promulgated thereunder, and the certificates representing the Shares will bear a restrictive legend substantially similar to the following:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said act or (ii) an opinion of company counsel that such registration is not required.”

(c) Counsel to the Company may, and is entitled to, rely upon the representations, warranties, agreements, and acknowledgements set forth in this Agreement for the purposes of delivering any opinion of counsel necessary in connection with the transactions contemplated by this Agreement or otherwise.

(d) During the period beginning on the date of this agreement and ending ninety (90) days from the days of this Agreement, the Seller shall not, except as contemplated by this Agreement, “Transfer” (as defined below) any shares of common stock of the Company owned by the Seller as of the date of this Agreement (collectively, the “Owned Shares”), the “beneficial ownership” (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Owned Shares, or any other interest in the Owned Shares nor enter into any agreement, arrangement or understanding with any Person with respect to any Transfer of the Owned Shares. Any Transfer in violation of this Section 5 shall be void ab initio. Without the prior written consent of the Buyer (which the Buyer may withhold in its sole discretion), the Company shall not request the Company or its transfer agent to transfer (book-entry or otherwise) any certificate or uncertificated interest representing any of the Owned Shares and hereby consents to the entry of stop transfer instructions by the Company of any transfer of the Owned Shares. In the event of a stock split, stock dividend, or distribution, or any change in the common stock of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the term “Owned Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction. For purposes of this Agreement, “Transfer” means, directly or indirectly, to sell, transfer, assign, encumber, hypothecate, or similarly dispose of (by merger, by tendering into any tender or exchange offer, by operation of law or otherwise), or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, by tendering into any tender or exchange offer, by operation of law or otherwise).

5.      Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer that (a) the Seller has the authority and power to transfer and assign the Shares pursuant to this Agreement, to execute and deliver this Agreement, and to consummate the transactions contemplated hereby; (b) this Agreement constitutes the legal and binding obligation of the Seller and is fully enforceable against the Seller in accordance with its terms; (c) the Seller possesses the sole right, title, and interest in and to the Shares, the Shares are validly issued, fully paid, and non-assessable, and the Shares will be transferred to the Buyer free and clear of any and all restrictions, liens, claims, debts or encumbrances of any kind; (d) the Seller has been the record and beneficial owner of the Shares for more than one year prior to the date of this Agreement; (e) the Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the sale of the Shares, is consummating the sale of the Shares with a full understanding of all of the terms, conditions, and risks, and willingly assumes those terms, conditions and risks; and (f) the purchase and sale of the Shares is not part of a distribution of securities on behalf of the Seller and the Seller is not an underwriter, as defined in Section 2(11) of the Securities Act, with respect to the Shares. The Seller acknowledges and agrees that the Buyer is relying on the Seller’s representations, warranties, and agreements contained in this Agreement as a condition to purchasing the Shares and the Buyer would not purchase the Shares without such representations, warranties, and agreements

6.      Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that (a) it has the authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement constitutes the legal and binding obligation of the Buyer and is fully enforceable against the Buyer in accordance with the terms set forth herein; (c) it is acquiring the Shares for its own account, solely for investment purposes, and not with a view toward resale or distribution of the Shares; (d) it will not take or cause to be taken any action that would cause the Seller or the Buyer to be deemed underwriters of the Shares, as defined in Section 2(11) of the Securities Act; (e) it has made no contract, undertaking, agreement or arrangement, and has no plan to enter into any contract, undertaking, agreement or arrangement, to sell, transfer or pledge the Shares to any other person or entity; and (f) it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares.

7.      Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto shall execute and deliver, or cause to be executed and delivered, such instruments and agreements, and take such other actions, as any party shall reasonably request in order to effectively vest in the Buyer good title to the Shares free and clear of any liens, claims, encumbrances or restrictions (other than the restrictions set forth in this Agreement) or otherwise to fully carry out the provisions and purposes of this Agreement.

8.      Miscellaneous. This Agreement and any other documents to be executed in connection herewith, contain the entire, complete, and integrated agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous understandings, agreements or representations by or between the parties, written or oral, express or implied, which may have related to the subject matter hereof in any way. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement unless the consummation of the transaction contemplated hereby is adversely affected thereby. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties hereto. The representations and warranties set forth in Sections 4 and 5 shall survive the closing of the transactions contemplated by this Agreement. This Agreement shall be governed by the laws of the State of Delaware without reference to any conflicts of laws rules. This Agreement may be executed in counterparts and delivered by facsimile (or .pdf) transmission and each such counterpart and facsimile (or .pdf) transmission shall be deemed to constitute one and the same instrument.

{Signatures appear on the following page}

IN WITNESS WHEREOF, the parties hereto have executed, acknowledged, and delivered this Agreement on the date first written above.