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, 2002

                                       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)


301 Oxford Valley Road, Suite 1202, Yardley, PA                       19067
-------------------------------------------------                    ----------
   (Address of principal executive office)                           (Zip Code)

                                 (215) 369-9979
              ----------------------------------------------------
              (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 22, 2002 is set forth below:

    Common Stock, par value $.001                          14,539,330
    -----------------------------                       ------------------
          Title of Class                                 Number of Shares


Transitional Small Business Disclosure Format   yes        no X
                                                   ---       ---

<PAGE>


                                FTS Apparel, Inc.

                                      Index


Part I                                                                Page
                                                                      ----
Item 1. Financial Statements

        Balance Sheet as of September 30, 2002 (unaudited)             1

        Statements of Operations for the Three and Nine Months
        Ended September 30, 2002 and 2001 (unaudited)                  2

        Statements of Cash Flows for the Nine Months Ended
        September 30, 2002 and 2001 (unaudited)                        3

        Notes to Financial Statements (unaudited)                      4

Item 2. Management's Discussion and Analysis or Plan of Operation      7


                                           Part II

Item 2. Changes in Securities and Use of Proceeds                      9

Item 5. Other Information                                             10

        Signatures                                                    11

        Certification                                                 12


                                        i
<PAGE>


                                FTS APPAREL, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
      Cash                                                          $     4,379
      Inventory                                                           2,252
                                                                    -----------
                Total current assets                                      6,631
                                                                    -----------

PROPERTY AND EQUIPMENT, net                                               4,107
                                                                    -----------

OTHER ASSETS
      Deferred offering costs                                           141,000
      Deposit                                                               900
                                                                    -----------
                Total other assets                                      141,900
                                                                    -----------

                                                                    $   152,638
                                                                    ===========


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses                         $    15,281
      Accounts payable and accrued expenses - related parties           141,955
      Operating advances from officer                                       860
      Lease settlement payable                                            7,750
                                                                    -----------
                Total current liabilities                               165,846
                                                                    -----------


STOCKHOLDERS' (DEFICIT)
      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                                                  --
      Common stock, $0.001 par value, 25,000,000 shares
        authorized, 13,259,331 shares issued and outstanding             13,259
      Additional paid in capital                                      4,803,140
      Deferred compensation                                             (75,000)
      Accumulated (deficit)                                          (4,804,607)
                                                                    -----------

                                                                        (13,208)
                                                                    -----------

                                                                    $   152,638
                                                                    ===========

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 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                        2002            2001            2002            2001
                                                    ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>             <C>

 REVENUES
    Sales of merchandise                            $       --      $    172,409    $       --      $    503,349
    Trade agreements                                        --              --              --             4,665
                                                    ------------    ------------    ------------    ------------
                                                            --           172,409            --           508,014

COST OF GOODS SOLD                                          --           144,863            --           463,000
                                                    ------------    ------------    ------------    ------------

GROSS PROFIT                                                --            27,546            --            45,014
                                                    ------------    ------------    ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Settlement of lease obligation                         --              --           135,234            --
     Non-cash stock compensation                         174,407            --           241,407            --
     Selling, general and administrative expenses         68,183         284,142         174,318         933,577
                                                    ------------    ------------    ------------    ------------
                                                         242,590         284,142         550,959         933,577
                                                    ------------    ------------    ------------    ------------

(LOSS) FROM OPERATIONS                                  (242,590)       (256,596)       (550,959)       (888,563)
                                                    ------------    ------------    ------------    ------------

OTHER INCOME(EXPENSE)
    Interest income                                         --               142            --             3,423
    Interest expense                                        --              (411)           --              (624)
   Loss on write-down of inventory                          --           (31,979)           --          (111,979)
                                                    ------------    ------------    ------------    ------------
                                                            --           (32,248)           --          (109,180)
                                                    ------------    ------------    ------------    ------------

NET (LOSS)                                          $   (242,590)   $   (288,844)   $   (550,959)   $   (997,743)
                                                    ============    ============    ============    ============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING
   (BASIC AND DILUTED)                                11,271,267       8,645,951      10,629,127       8,759,951
                                                    ============    ============    ============    ============

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)     $      (0.02)   $      (0.03)   $      (0.05)   $      (0.11)
                                                    ============    ============    ============    ============
</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 ENDED
                                                             -----------------------------
                                                             SEPTEMBER 30,   SEPTEMBER 30,
                                                                  2002           2001
                                                               ---------       ---------

OPERATING ACTIVITIES
<S>                                                            <C>             <C>
         Net cash (used in) operating activities               $ (81,117)      $(309,855)
                                                               ---------       ---------

INVESTING ACTIVITIES
     Acquisition of fixed assets                                  (4,600)         (2,940)
                                                               ---------       ---------
         Net cash (used in) investing activities                  (4,600)         (2,940)
                                                               ---------       ---------

FINANCING ACTIVITIES
     Proceeds from sale of common stock                           45,000            --
     Operating advance from officer                                6,284            --
     Payments on advances from officer                            (5,424)           --
     Payment of preferred dividends                                 --            (1,411)
                                                               ---------       ---------
         Net cash provided by (used in) financing activities      45,860          (1,411)
                                                               ---------       ---------

         Net (decrease) in cash                                  (39,857)       (314,206)

CASH AT BEGINNING OF PERIOD                                       44,236         327,425
                                                               ---------       ---------

CASH AT END OF PERIOD                                          $   4,379       $  13,219
                                                               =========       =========
</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, 2002
                                   (UNAUDITED)



(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
("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.  These  financial
statements should be read in conjunction with the audited  financial  statements
of the  Company  as of  December  31,  2001 and for the two  years  then  ended,
including notes thereto, included in the Company's Form 10-KSB.

(2)  Earnings Per Share

The Company  calculates  net earnings  (loss) per share as required by SFAS 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)  Reclassifications

Certain  amounts from the  September  30, 2001  financial  statements  have been
reclassified to conform to the current period presentation.

(4)  Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal  course of  business.  For the nine months ended  September  30, 2002 the
Company   incurred  a  net  loss  of  $550,959  and  has  working   capital  and
stockholders' deficits of $159,215 and $13,208,  respectively,  at September 30,
2002. In addition, the Company currently has no revenue generating operations.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to expand its operations and secure additional financing. The Company is
pursuing  financing  for its  operations  and seeking to expand its  operations.
Failure to secure  such  financing  or expand its  operations  may result in the
Company not being able to continue as a going concern.

                                        4
<PAGE>


                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(5)  Stockholders' (Deficit)

On January 5, 2002 the Company  issued  433,333 shares of common stock valued at
$43,333 pursuant to the lease  settlement  agreement (Note 6). These shares were
valued at their fair market  value on the date the  Company  agreed to issue the
shares. The non-cash stock compensation  expense of $43,333 has been recorded as
a lease settlement expense in the statement of operations.

On January 7, 2002 the Company issued  1,200,000 shares of common stock pursuant
to a 2-year  employment  agreement  with its new President  and Chief  Executive
Officer.  These shares were valued at their fair market value of $120,000 on the
date the  Company  agreed to issue the  shares.  As of  September  30,  2002 the
Company  had  recorded  $75,000 as  deferred  compensation  for  services  to be
received through January 6, 2004.

On January 11, 2002 the Company  issued 370,000 shares of common stock valued at
$37,000 to its former  President for services  rendered during the quarter ended
March 31, 2002.  These shares were valued at their fair market value on the date
the Company agreed to issue the shares.

On February 1, 2002 the Company  issued 500,000 shares of common stock valued at
$70,000 for services to be performed beginning  September 2002. However,  during
September  2002 the  contract  was voided  and the  shares of common  stock were
returned to the Company for cancellation.

The Company completed two private  placements during the quarter ended September
30, 2002.  The Company  sold 900,000  shares of common stock at $0.05 per share,
for gross proceeds of $45,000.  Of these shares,  300,000 were sold to a related
party and the Company  recognized $18,000 of non-cash stock compensation for the
difference between the fair market value of the shares and the cash received.

                                        5
<PAGE>


                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


On August 28, 2002,  the Company  issued  700,000 shares of its common stock for
services  rendered in filing a  registration  statement  with the Securities and
Exchange Commission.  These shares were valued at their fair market value on the
date the Company agreed to issue the shares.  The Company  recorded  $126,000 of
non-cash  stock  compensation  costs,  which have been accounted for as deferred
offering costs. In addition,  the Company  expended cash of $15,000 for services
rendered in filing this registration  statement with the Securities and Exchange
Commission.

On  September  20,  2002,  the  Company  had  settled a portion  of their  lease
settlement  liability (see Note 6). The Company issued  1,010,047  shares of its
common  stock to reduce the  liability  by $20,233  and pay  interest of $2,318.
These  shares  were  valued at their fair  market  value on the date the Company
agreed to issue the shares.  The Company  recorded  non-cash stock  compensation
expense of $141,407 for the period ended September 30, 2002.

(6)  Lease Settlement

On January 5, 2002, the Company entered into a lease  settlement  agreement with
the former  President  whereby,  for forgiving a one-year  lease  obligation for
office space,  the former President  received the following,  with an aggregated
value of $91,901:  (i) all cash on hand at January 5, 2002,  (ii)  assignment of
all  equipment and inventory  remaining in the office,  (iii)  assignment of all
uncollected  accounts receivable as of January 5, 2002, (iv) issuance of 433,333
shares of common stock, (v) accrual of interest on the remaining  balance at the
rate of 12% per  annum,  and (vi) on June 5, 2002  settlement  of any  remaining
balance,  estimated at $27,983 in the form of common stock at an assigned  value
of $0.03 per share. On September 20, 2002 the Company issued 1,010,047 shares of
common  stock to settle a portion of the  liability  (see Note 5).  The  Company
anticipates settling the remaining liability of $7,750 before December 31, 2002.

(7)  Subsequent event

On October 17, 2002 the Company  entered into a non-binding  letter of intent to
merge with SMC  Environmental  Corp.  (SMC) on or before December 1, 2002. Under
the terms of the  agreement  the  Company  would  acquire  all of the issued and
outstanding stock of SMC in exchange for convertible preferred stock that can be
converted into 45% of the Company's  issued and outstanding  common stock at the
closing.  SMC will be granted  additional shares of convertible  preferred stock
based on  meeting  certain  revenue  goals,  which  could  result in SMC  owning
preferred  shares  sufficient to exchange the preferred  shares for up to 70% of
the issued and outstanding  common stock of the Company.  The Company would also
provide SMC $300,000 for working capital.

On November 12, 2002, the Company issued 1,279,999 shares of its common stock in
exchange for accrued salaries of $75,000 and accrued expenses of $7,500.

                                        6
<PAGE>


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

Introduction

     The  following  discussion  and  analysis  covers  material  changes in the
financial condition of FTS Apparel,  Inc. (the "Company" or "us") since year end
December 31, 2001 and a comparison  of the results of  operations  for the three
and nine  months  ended  September  30,  2002 to the same  period in 2001.  This
discussion  and  analysis  should  be read  in  conjunction  with  "Management's
Discussion  and Analysis or Plan of Operation"  included in the  Company's  Form
10-KSB for the year ended December 31, 2001.

Results of Operations

     During  the  nine  months  ended   September  30,  2002,  the  Company  was
substantially dormant from an operating standpoint. During the last three months
of that period,  its activities  were limited to negotiating the principal terms
of a merger agreement, as well as certain administrative activities.

     On October 17, 2002,  the Company  executed a non-binding  Letter of Intent
("LOI") with SMC Environmental Corp. ("SMC") pursuant to which that entity would
be merged with and into the Company.  SMC is an  environmental  engineering  and
remediation firm headquartered in the State of Connecticut.  Since the beginning
of the  year,  we  have  been  investigating  opportunities  to  supplement  our
operations, and this LOI represents a step in that direction.

     Pursuant to the terms of the LOI, the Company would issue the  shareholders
of SMC  preferred  stock  convertible  into 45% of the  Company's  common  stock
outstanding at closing of the  transaction.  The  shareholders of SMC could earn
additional  preferred stock convertible up to an additional 25% of the Company's
common stock outstanding at closing,  based on certain revenue  benchmarks.  The
Company also agreed to provide $300,000 in working capital at closing.

     Consummation  of the  proposed  merger  with SMC is  subject to a number of
contingencies, including negotiation and execution of a definitive agreement and
continuing due diligence.  Closing of the merger is presently  anticipated prior
to  completion  of the year,  although  there is no assurance  that closing will
occur.

     For the nine months ended  September 30, 2002,  the Company  realized a net
loss of $550,959,  or $.05 per share, on no revenue. This compares to a net loss
of  $997,743,  or $.11 per share,  on revenues  of $508,014  for the nine months
ended  September  30, 2001.  For the three months ended  September  30, 2002, we
reported a net loss of $242,590, or $.02 per share, on no revenues,  compared to
a loss of  $288,844,  or  $.03  per  share,  on  revenues  of  $172,409  for the
comparable  period  ended in 2001.  Thus,  while we had no  revenue  during  the
current year, we reduced our net loss from comparable periods in the prior year.

                                        7
<PAGE>


     Our general and  administrative  expenses  have been reduced  substantially
from 2001. For the nine months ended September 30, 2002, we reported $174,000 of
general and  administrative  expenses,  compared to $934,000 for the nine months
ended September 30, 2001. This decrease is primarily attributable to closing our
offices in Colorado and curtailment of our merchandising.  However, the decrease
in general and  administrative  expenses was partially  offset by an increase on
non-cash compensation,  as we utilized our stock for currency to reduce our cash
expenditures. For the nine months ended September 30, 2002, we reported $241,000
in  stock  compensation  expense.   These  expenses  include  settlement  of  an
outstanding  lease obligation for our offices in Colorado and services  provided
by our present and former  President.  We also issued  700,000  shares of common
stock in connection with a contemplated financing. (See Part II, Item 2, below)

Liquidity and Capital Resources

     Our capital and  liquidity  position at  September  30, 2002  continued  to
decline from December 31, 2001.  Working capital at September 30, 2002 decreased
$218,675,  or 367%,  from year-end  December 31, 2001. At September 30, 2002, we
had little cash, few other current  assets and no current source of capital.  We
also reported a negative shareholders' equity, which means that our total assets
were less than our total liabilities and our shareholders  would receive nothing
in the event of a liquidation.

     Our current liabilities of $165,846 consist mainly of accrued salary to our
CEO and accounts payable to our vendors,  including  service  professionals  who
assist with our reporting  obligations.  We believe that our continued existence
is  dependent  on our  ability  to  raise  additional  capital  and  to  achieve
profitable  operations.   Accordingly,  the  notes  to  our  unaudited,  interim
financial  statements express substantial doubt about our ability to continue as
a going concern.

     Our  operations  used $81,117 of cash during the first nine months of 2002.
This cash was spent primarily on payment of general and administrative expenses,
discussed  above.  We also spent cash on a proposed  equity  financing which has
been postponed until a later date. In the process of paying those  expenses,  we
extinguished  substantially  all of our cash and relied in part on a  short-term
advance from our CEO to fund cash  requirements.  We also raised $45,000 in cash
during our third quarter  through the sale of stock in a private  placement (See
Part II, Item 2 of this report).  In the future,  we hope to obtain funding from
equity sales,  although no firm  commitments have been made. We believe that the
success of any future  financings will depend in part on our success in building
a business model which is attractive to third parties. We hope that the proposed
merger with SMC will  provide  that  model,  as well as cash flow to finance our
future operations.

                                        8
<PAGE>


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 set forth in the Company's Annual Report
on Form 10-KSB,  the following:  acceptability of the Company's  products in the
retail market place, general economic conditions,  receipt of sufficient working
capital,  our  success  in  identifying  and  acquiring  one or more  successful
businesses and closing of proposed business transactions.  Most of these factors
are 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,   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.

                           Part II: Other Information

Item 2: Changes in Securities and Use of Proceeds

     During the period  covered by this  report,  we issued a total of 2,610,047
shares of our  common  stock,  which  issuances  were not  registered  under the
Securities  Act of 1933 (the  "Securities  Act").  Subsequent  to the end of the
third  quarter,  we  issued  an  additional  1,279,999  shares  in a  series  of
transactions that were not registered under the Securities Act.

     The following table  summarizes the dates of the  transactions,  the shares
issued,  and a brief  description of the  transactions  in which such securities
were issued:

                                        9
<PAGE>



Date                    No. of Shares of Common Stock       Type of Transaction
-------------------    ------------------------------    -----------------------
August 28, 2002                  700,000                       Services
-------------------    ------------------------------    -----------------------
September 20, 2002             1,010,047                       Lease settlement
-------------------    ------------------------------    -----------------------
October 17, 2002                 900,000                       Private placement
-------------------    ------------------------------    -----------------------
November 12, 2002              1,279,999                       Services
-------------------    ------------------------------    -----------------------
Total                          3,890,046
-------------------    ------------------------------    -----------------------

     The  shares  issued  in August of 2002  were  issued in  connection  with a
proposed  equity  placement.  Of the total 700,000  shares,  600,000 shares were
issued to an  investment  banking  firm and  100,000  shares  were  issued to an
attorney for services rendered in connection with that proposed  placement.  All
of the shares were valued at $.18 per share in that transaction, and were issued
pursuant to an exemption  provided by Section 4(2) of the Securities Act. We had
a  pre-existing  relationship  with the  purchasers  of those  shares,  and each
individual or entity was able to fend for himself or itself in the transaction.

     In September  2002, we issued  1,010,047  shares to our former president as
part of the settlement of a pre-existing  lease  obligation for our prior office
space in the State of Colorado. Shares issued in that transaction were valued at
$.03 per share pursuant to a previous agreement with that individual. The shares
were issued in a transaction  exempt from registration  under the Securities Act
pursuant to the  provisions of Rule 506 of Regulation D, in that the  individual
was an accredited investor.

     In October 2002, we issued  900,000  shares to a small group of individuals
and  entities in two private  placements  for cash at a price of $.05 per share.
These placements were conducted directly through our officers and directors, and
no underwriter  was utilized.  This offering was also conducted  pursuant to the
exemption  provided by Rule 506,  in that all of the  offerees  were  accredited
investors.

     Finally, in a transaction  completed in November 2002, we issued a total of
1,279,999  shares to our officers and directors in payment of services  provided
to the  Company.  These  shares  were valued at $.06 per share,  the  prevailing
market  price of our stock at the time of the  transaction.  These  transactions
were completed  pursuant to the exemption provided by Section 4(2), in that each
individual had a pre-existing relationship with the Company and was able to fend
for himself or itself in the transaction.

Item 5:  Other Information

     See Item 2., Management's Discussion and Analysis or Plan of Operation, for
a description  of a Letter of Intent  executed by the Company  during the period
covered by this report.

                                       10
<PAGE>


                                   SIGNATURES


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


                                                     FTS APPAREL, INC.



Date: November 22, 2002            By: /s/ Scott Gallagher
                                       -----------------------------------------
                                       Scott Gallagher, President
                                       (Chief Executive and
                                       Principal Financial Officer)

                                       11
<PAGE>


                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, Scott Gallagher provides the following certification.

     I, Scott  Gallagher,  President (Chief  Executive) and Principal  Financial
Officer of FTS Apparel, Inc. ("Company"), certifies that:

     1. I have reviewed this quarterly report on Form 10-QSB of the Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
Company and have:

          a. Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Company is made known to me by others,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. Evaluated the  effectiveness of the Company's  disclosure  controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c.  Presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  board  of  directors  (or  persons
performing the equivalent functions):

          a. All significant deficiencies in the design or operation of internal
     controls  which could  adversely  affect the  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company's auditors any material weaknesses in internal controls, and

          b. Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  Company's  internal
     controls; and

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<PAGE>



     6. I have  indicated  in this  quarterly  report  whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.



Date: November 22, 2002                              /s/ Scott Gallagher
      -----------------                              --------------------------
                                                     Scott Gallagher, President
                                                     and Principal Financial

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