FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

                                       OR

[  ]     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 0-24829
                                                --------


                                FTS APPAREL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Colorado                                    84-1416864
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


212 North Wahsatch, Suite 205, Colorado Springs, CO              80903
---------------------------------------------------            ----------
    (Address of principal executive office)                    (Zip Code)


                                 (719) 630-0980
              ---------------------------------------------------
              (Registrant's telephone number, including area code)


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 ___

The number of shares outstanding of each of Issuer's classes of common equity as
of November 13, 2000.


         Common Stock, par value $.001                 7,795,863
         -----------------------------             ------------------
                  Title of Class                     Number of Shares


Transitional Small Business Disclosure Format   Yes         No  X
                                                    -------    ----



<PAGE>


                                FTS Apparel, Inc.

                                      Index

                                     Part I


Item 1. Financial Statements

        Balance Sheet as of September 30, 2000 (unaudited)                1

        Statements of Operations for the Three and Nine Months Ended
        September 30, 2000 and 1999                                       2

        Statements of Cash Flows for the Nine Months Ended
        September 30, 2000 and 1999                                       3

        Notes to Financial Statements (unaudited)                         4

Item 2. Management's Discussion and Analysis or Plan of Operation         6



                                           Part II

Item 6. Exhibits and Reports on Form 8-K                                  9

        Signatures                                                       10


                                       ii


<PAGE>

                                FTS APPAREL, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

   ASSETS

CURRENT ASSETS
     Cash                                              $        249,938
     Accounts receivable                                        981,912
     Inventory                                                  388,755
     Prepaid expenses                                           412,686
                                                       -----------------

              Total current assets                            2,033,291
                                                       -----------------

PROPERTY AND EQUIPMENT, net of depreciation                      57,306
                                                       -----------------

OTHER ASSETS
     Prepaid rent                                               123,994
     Prepaid personal services and expenses                     210,543
     Deposits                                                    13,033
                                                       -----------------

              Total other assets                                347,570
                                                       -----------------

                                                       $      2,438,167
                                                       =================

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                  $        160,563
     Accrued expenses                                            27,146
     Deferred income - trade agreements                           7,188
     Note payable                                               599,558
                                                       -----------------

              Total current liabilities                         794,455
                                                       -----------------

STOCKHOLDERS' EQUITY
     10% Convertible preferred stock, Series A,
       $0.01 par value, 150,000 shares authorized,
       50,000 shares issued and outstanding                      50,000
     Preferred stock, $0.01 par value, 4,850,000
       undesignated shares authorized, none issued
       or outstanding                                               -
     Common stock, $0.001 par value, 25,000,000 shares
       authorized, 7,795,863 shares issued
       and outstanding                                            7,796
     Additional paid in capital                               4,258,653
     Accumulated deficit                                     (2,672,737)
                                                       -----------------

              Total stockholders' equity                      1,643,712
                                                       -----------------

                                                       $      2,438,167
                                                       =================

 The Notes to the Financial Statements are an integral part of these statements

                                        1

<PAGE>


<TABLE>

                    FTS APPAREL, INC.
                 STATEMENTS OF OPERATIONS
                       (UNAUDITED)
<CAPTION>



                                                                   THREE MONTHS ENDED               NINE MONTHS ENDED
                                                            ------------------------------- --------------------------------
                                                                SEPTEMBER       SEPTEMBER       SEPTEMBER        SEPTEMBER
                                                                30, 2000        30, 1999        30, 2000         30, 1999
                                                            --------------- --------------- ---------------- ---------------
 REVENUES
<S>                                                         <C>             <C>             <C>              <C>
     Sales of merchandise, net of returns and allowances    $    1,089,184  $       97,424  $     1,221,940  $      136,614
     Advertising/Promotion income                                        -               -                -          17,500
     Trade agreements                                                3,430          23,830           29,390          53,473
     Miscellaneous                                                     127              10              170           1,530
                                                            --------------- --------------- ---------------- ---------------

                                                                 1,092,741         121,264        1,251,500         209,117
                                                            --------------- --------------- ---------------- ---------------

 COST OF GOODS SOLD                                                772,967          62,461          877,829          85,930
                                                            --------------- --------------- ---------------- ---------------

 GROSS PROFIT                                                      319,774          58,803          373,671         123,187
                                                            --------------- --------------- ---------------- ---------------

 GENERAL AND ADMINISTRATIVE EXPENSES                               469,965         327,628        1,292,752         755,955
 LOSS ON DISPOSAL OF ASSETS                                          2,849               -            2,849               -
                                                            --------------- --------------- ---------------- ---------------

 (LOSS) FROM OPERATIONS                                           (153,040)       (268,825)        (921,930)       (632,768)
                                                            --------------- --------------- ---------------- ---------------

OTHER INCOME (EXPENSE)
    Interest income                                                  4,654           1,069            8,772           6,371
    Interest expense                                                (9,663)            (13)         (12,514)            (16)
                                                            --------------- --------------- ---------------- ---------------

                                                                    (5,009)          1,056           (3,742)          6,355
                                                            --------------- --------------- ---------------- ---------------

NET (LOSS)                                                        (158,049)       (267,769)        (925,672)       (626,413)

PREFERRED DIVIDENDS                                                   -               -                -               -
                                                            --------------- --------------- ---------------- ---------------

NET (LOSS) APPLICABLE TO COMMON STOCK                       $     (158,049) $     (267,769) $      (925,672) $     (626,413)
                                                            =============== =============== ================ ===============

PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)          7,782,038       3,778,163        6,320,137       3,725,376
                                                            =============== =============== ================ ===============

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)             $        (0.02) $        (0.07) $         (0.15) $        (0.17)

                                                            =============== =============== ================ ===============

</TABLE>

 The Notes to the Financial Statements are an integral part of these statements

                                        2

<PAGE>

<TABLE>

                               FTS APPAREL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>

                                                               NINE MONTHS      NINE MONTHS
                                                                 ENDED             ENDED
                                                               SEPTEMBER         SEPTEMBER
                                                               30, 2000          30, 1999
                                                              -------------    -------------
<S>                                                           <C>              <C>
OPERATING ACTIVITIES
          Net cash flow from operating activities             $ (1,324,631)    $   (514,451)

INVESTING ACTIVITIES
      Acquisition of fixed assets                                  (44,074)         (25,696)
                                                              -------------    -------------
          Net cash (used in) investing activities                  (44,074)         (25,696)
                                                              -------------    -------------
FINANCING ACTIVITIES
      Common stock issued, net of offering costs                 1,000,000          496,434
      Preferred stock issued                                          -                -
      Proceeds from note payable                                    78,393             -
      Repayment of notes payable                                   (64,995)            -
      Proceeds from line of credit                                 839,370             -
      Repayment on line of credit                                 (239,812)            -
      Preferred dividends paid                                        -                -
                                                              -------------    -------------
          Net cash provided by financing activities              1,612,956          496,434
                                                              -------------    -------------

          Net increase (decrease) in cash                          244,251          (43,713)

CASH AT BEGINNING OF PERIOD                                          5,687          101,716
                                                              -------------    -------------

CASH AT END OF PERIOD                                         $    249,938     $     58,003
                                                              =============    =============

Non-cash investing and financing transactions:
Common stock issued in conversion of notes:                   $     55,398     $       -
Common stock issued in consideration of services rendered:    $  1,306,025     $       -

</TABLE>


 The Notes to the Financial Statements are an integral part of these statements

                                        3

<PAGE>

                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

(1)  Basis Of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  ("GAAP") for
     interim  financial  information  and Item 310(b) of Regulation S-B. They do
     not  include  all of the  information  and  footnotes  required by GAAP for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting only of normal recurring  adjustments)  considered
     necessary  for a fair  presentation  have been  included.  The  results  of
     operations for the periods presented are not necessarily  indicative of the
     results to be expected for the full year. For further information, refer to
     the audited financial statements of the Company as of December 31, 1999 and
     for the two years then  ended,  including  notes  thereto,  included in the
     Company's Form 10-KSB.

     The Company was a development stage company from inception through June 30,
     2000.  Effective  July 1,  2000  the  Company  began  operating  as a fully
     operating company.


(2)  Earnings Per Share

     The Company  calculates net income (loss) per share as required by SFAS No.
     128, "Earnings per Share." Basic earnings (loss) per share is calculated by
     dividing net income (loss) by the weighted  average number of common shares
     outstanding for the period. Diluted earnings (loss) per share is calculated
     by dividing  net income  (loss) by the  weighted  average  number of common
     shares  and  dilutive  common  stock  equivalents  outstanding.  During the
     periods  presented,  common stock  equivalents were not considered as their
     effect would be anti-dilutive


(3)  Inventory

     Inventories  are stated at the lower of cost or market  using the  weighted
     average method.


(4)  Equity

     The Company has authorized  30,000,000 shares of stock, of which 25,000,000
     shares are $.001 par value common stock and  5,000,000  shares are $.01 par
     value preferred  stock.  The Board of Directors is authorized to divide the
     class of preferred shares into series and to fix and determine the relative
     rights and preferences of those shares.

     During the three month  period  ended March 31,  2000,  the Company  issued
     133,535  shares of common  stock at prices  ranging  from $.75 to $1.38 per
     share for services.  The value of the common shares corresponds to the fair
     market  value of the  common  stock on the date it was agreed to issue said
     shares.  The value of the shares was recorded as prepaid  services and will
     be charged to operations over the lives of the related agreements.

                                        4

<PAGE>

     During April,  2000 the Company issued 3,594,256 shares of its common stock
     for cash of $1,000,000,  rent for a two year tenancy of office space valued
     at $193,744,  office equipment valued at $32,192,  and consulting  services
     for one year  valued at $766,708 or  approximately  $0.55 per share.  These
     shares were valued by the Company at a negotiated  discount  price from the
     trading price of $.75 per share at the date of the transaction,  due to the
     significant  financial  investment  made,  the thinly traded market for the
     Company's  stock, and the fact that the stock was restricted from resale at
     the time of  purchase.  The  value  of the  shares  exchanged  for rent and
     consulting  services  will be charged to  operations  over the lives of the
     related agreements.

     During the three month  period  ended June 30,  2000,  the  Company  issued
     97,815  shares of common  stock at prices  ranging  from $0.75 to $1.25 per
     share for services.  The value of the common shares corresponds to the fair
     market  value of the  common  stock on the date it was agreed to issue said
     shares.  The value of the shares was recorded as prepaid  services and will
     be charged to operations over the lives of the related agreements.

     During the three month period ended  September 30, 2000, the Company issued
     50,535  shares of common  stock at prices  ranging  from $0.51 to $0.82 per
     share for services.  The value of the common shares corresponds to the fair
     market  value of the  common  stock on the date it was agreed to issue said
     shares.  The value of the shares was recorded as prepaid  services and will
     be charged to operations over the lives of the related agreements.


(5)  Related Party Transactions

     The  Company  paid the  outstanding  balances  of several  promissory  note
     agreements  with two members of the board of  directors.  Total amount paid
     for principal and interest was $49,872.


(6)  Product Concentration

     The Company  currently  derives a majority of its merchandise  revenue from
     one customer.  The Company expects that merchandise revenues to this vendor
     will  continue to account for the  majority  of the  Company's  merchandise
     revenues for the  foreseeable  future.  As a result,  the Company's  future
     operating   results  are  dependent  upon   continued   acceptance  of  its
     merchandise by this customers.

                                        5
<PAGE>



Item 2. Management's Discussion and Analysis or Plan of Operations.

     The  following  discussion  and  analysis  covers  material  changes in the
Company's  financial  condition since December 31, 1999 and material  changes in
the results of  operations  for the three and nine months  ended  September  30,
2000,  as compared to the same  periods in 1999.  This  discussion  and analysis
should be read in  conjunction  with  "Management's  Discussion and Analysis and
Results of Operations"  included in the Company's Form 10-KSB for the year ended
December 31, 1999.


Results of Operations

     During the quarter  ended  September 30, 2000 and for the first time in its
history,  FTS Apparel,  Inc. (the "Company")  realized  significant revenue from
operations,  and is no longer considered in the development stage for accounting
purposes.  For the three months ended September 30, 2000, the Company recognized
total revenue of $1,092,741,  an increase of $971,477 from the comparable period
of 1999. Nonetheless,  the Company still realized a net loss of $158,049 for the
third quarter of 2000, as the gross profit from sales was  insufficient to cover
general and administrative expenses. However, the net loss for the third quarter
of 2000  represents a decrease from the net loss of the third quarter of 1999 by
$109,720.  For the nine months ended September 30, 2000, the Company  realized a
net loss of $925,672,  or $.15 per share, on total revenues of $1,251,500.  This
compares  to a net loss of  $626,413,  or $.17 per share,  on total  revenues of
$209,117 for the nine months ended September 30, 1999.

     Revenue  and  gross  profit  for the  three and nine  month  periods  ended
September 30, 2000 increased  significantly compared to the three and nine month
periods ended September 30, 1999. During 2000, revenue increased due to sales of
the fall line of  merchandise,  primarily to JC Penney Co. These increased sales
resulted in a revenue increase of $971,477 in the third quarter of 2000 from the
same fiscal quarter in the prior year. A small amount of the revenues during the
third  quarter  of 2000 were also  realized  from  trade  agreements,  where the
Company trades the services of its contract athletes for services or merchandise
from third parties.

     The gross profit increased  significantly from the third quarter of 1999 to
2000,  commensurate with the increase in sales. The gross profit of $319,774 for
the third  quarter of 2000 was 29% of revenue,  compared to $58,803,  or 48% for
the  comparable  period of 1999.  The decrease in the profit margin from 1999 to
2000 is attributable  to the shift in product mix to higher quality  merchandise
and the commensurately  higher costs of production.  Management expects that the
focus on higher quality merchandise will continue for the future.

     The  Company's  gross  profit  during  the third  quarter of 2000 was still
insufficient to finance general and administrative  expenses. These expenses for
the three months ended September 30, 2000 were $469,965, an increase of $142,337
from the comparable  period of 1999.  Similar expenses for the nine months ended
September 30, 2000 were $1,292,752,  an increase of approximately  $500,000 from
the nine months  ended  September  30,  1999.  While  certain  expenses  such as
advertising  decreased in the nine month period ended 2000,  other expenses such
as consulting fees,  salaries and professional  fees increased.  The increase in
general and administrative  expenses is primarily attributable to the additional
staff which has been hired to support the increase in sales.

     During the third  quarter 2000,  the Company  issued an aggregate of 50,535
shares of its common  stock at prices  ranging  from $.51 to $.82 for  services.
These stock  issuances for services are  reflected as a non-cash  expense to the
Company.

                                        6

<PAGE>

     Management   believes  the  Company's   products  are  continuing  to  gain
marketplace  acceptance  and has increased the regional  coverage of its product
distribution.  Initially  the  Company's  sales  outlets  were  primarily in the
western states, however subsequent to the third quarter of 2000, the Company has
added  sales  outlets in several  north-eastern  and upper  mid-western  states.
Orders of the  Company's  excess  fall  1999 and 2000  inventory  were  recently
shipped to 61  Elder-Beerman  stores located in the upper mid-west.  The Company
posted sales for a sizable  order in the third  quarter of 2000 to JC Penney Co.
However,  management  is of the opinion that the Company will  continue to incur
losses  until such time as the sale of its  merchandise  results in a sufficient
profit margin to cover general, administrative and other expenses.


Liquidity and Capital Resources

     The  Company's  financial  condition  improved  significantly  from  fiscal
quarter end June 30, 2000 and  December 31, 1999.  At  September  30, 2000,  the
Company  had working  capital of  $1,238,836,  an increase of $929,413  from the
prior fiscal year end. Current assets increased $1,584,867 from fiscal year end.
Accounts  receivable  showed the biggest increase in current assets,  increasing
$899,463  from year end.  This  increase is due to the  substantial  increase in
sales  realized  by the  Company  in the  third  quarter.  Cash  also  increased
substantially,  primarily  the  result of a private  placement  of equity in the
second  quarter.  Inventory  also  increased  by $226,976  and prepaid  expenses
increased by $214,177 during this period.  The increase in inventory is designed
to address expectations of higher sales in the current year.

     The  Company's  total  current  liabilities  also  increased  $655,454 from
December 31, 1999 to September  30, 2000.  At fiscal year end 1999,  liabilities
were  $139,001,  which  increased  to  $794,455  at end of third  quarter  2000.
Approximately $600,000 of this liability at September 30, 2000 is represented by
notes  payable,  which is  represented  by draws on the Company's line of credit
with Bank One. The entire line of credit was repaid  subsequent to September 30,
2000.

     Shareholders' equity increased significantly from year end to September 30,
2000,  from $332,919 to $1,643,712.  However,  the number of shares  outstanding
also  significantly  increased,  from  3,939,722  at year end 1999 to  7,795,863
shares at  September  30,  2000.  A majority of these  shares were issued in the
private placement in the second quarter.

     Based upon the cash and working capital  existing at September 30, 2000, as
well as current commitments, management believes that the Company has sufficient
working  capital  to meet  its cash  requirements  until  the end of this  year.
However,  the  Company  may  require  additional  cash in 2001 to  continue  its
operations.  The Company may have to raise additional cash from outside sources.
The Company  anticipates  renewing its line of credit for future orders.  If the
line of credit is not renewed,  the Company may be forced to borrow elsewhere or
sell  equity  securities  to  raise  cash for  inventory,  to  finance  accounts
receivable and for general and administrative expenses.

     Management is of the opinion that the Company remains  dependent on receipt
of capital from outside sources to become profitable.


Cautionary Note Regarding Forward-Looking Statements

     In connection  with the safe harbor  provisions  of the Private  Securities
Litigation  Reform  Act of 1995  (the  "Reform  Act"),  the  Company  is  hereby
providing cautionary  statements  identifying important factors that could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking  statements  (as such term is defined in the Reform Act) made by
or on behalf of the  Company  herein or  orally,  whether in  presentations,  in
response to questions or otherwise.  Factors that could cause actual  results to
differ materially  include,  among others,  the following:  acceptability of the
Company's products in the retail market place, general economic conditions,  and
the overall  state of the retail  clothing  industry.  Most of these factors are


                                       7

<PAGE>


outside the control of the Company.  Any  statements  that  express,  or involve
discussions  as to  expectations,  beliefs,  plans,  objectives,  assumptions or
future events or performance (often, but not always, through the use of words or
phrases  such  as  "will  result",  "are  expected  to",  "will  continue",  "is
anticipated",  "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly,  such statements involve estimates,
assumptions,  and  uncertainties  which  could  cause  actual  results to differ
materially from those expressed in the forward-looking statements.

     The  Company   cautions  that  actual  results  or  outcomes  could  differ
materially from those expressed in any forward-looking  statements made by or on
behalf of the Company. Any forward-looking  statement speaks only as of the date
on which such  statement is made,  and the Company  undertakes  no obligation to
update  any  forward-looking  statement  or  statements  to  reflect  events  or
circumstances  after the date on which such  statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it
is not  possible  for  management  to  predict  all of  such  factors.  Further,
management  cannot  assess the impact of each such factor on the business or the
extent to which any factor, or combination of factors,  may cause actual results
to differ materially from those contained in any forward-looking statements.

                                        8
<PAGE>



                           Part II: Other Information

Item 1: Legal Proceedings

          None


Item 2: Changes in Securities

          None


Item 3: Defaults Upon Senior Securities

          None


Item 4: Submission of Matters to a Vote of Security Holders

          None


Item 5: Other information

          None


Item 6: Exhibits and Reports on Form 8-K

          A.   Exhibits

               27.1 Financial Data Schedule

          B.   Reports on Form 8-K
               The  Company  filed  a  Current  Report  dated  August  23,  2000
               reporting a change of its name to FTS Apparel, Inc.

                                        9
<PAGE>






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.

                                             FULL TILT SPORTS, INC.



Date: November 13, 2000                      By:   /s/ Roger K. Burnett
                                                   ---------------------------
                                                   Roger K. Burnett, President
                                                  (Principal Financial Officer)