UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
               1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

|_| 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 000-24829

                                 FTS GROUP, INC.
                                 ---------------
        (exact name of small business issuer as specified in its charter)

            Nevada                                                84-1416864
-------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                7610 West Hillsborough Ave., Tampa, Florida 33615
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (215) 688-2355
                                 ---------------
                           (issuer's telephone number)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 in for the past 90 days. Yes |X| No
|_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of March 31, 2006 we had 114,679,131 shares of common stock, par value
$0.001, outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                 FTS GROUP, INC.
                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION                                               PAGE
-----------------------------

Item  1.  Financial Statements                                                 1

Item  2.  Management's Discussion and Analysis or
          Plan of Operation                                                   15

Item  3.  Controls  and  Procedures                                           18

PART II. OTHER INFORMATION
--------------------------

Item  1.  Legal  Proceedings                                                  19

Item  2.  Unregistered Sales of Equity Securities and                         19
          Use of Proceeds

Item  3.  Defaults Upon Senior Securities                                     19

Item  4.  Submission of Matters to a Vote of Security Holders                 20

Item  5.  Other Information                                                   20

Item  6.  Exhibits and Reports on Form 8-K                                    20

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Consolidated Financial Statements (unaudited)                               PAGE

Balance Sheet - March 31,2006 and December 31, 2005                            2

Statements of Operations - Three months ended
March 31, 2006 and 2005                                                        3

Statements of Cash Flows - Three months ended March 31,
2006 and 2005                                                                  4

Notes to Consolidated Financial Statements                                     5


                                                                               1
<PAGE>

                        FTS GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2006 AND DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                         Assets                                   2006             2005
                                                                               (Reviewed)        (Audited)
                                                                              ------------     ------------
<S>                                                                           <C>              <C>
Current assets:
      Cash, $560,000 restricted at December 31, 2005                          $    624,801     $    803,079
      Accounts receivable                                                          136,713           12,201
      Inventories                                                                  212,807           33,180
      Prepaid expenses and current assets                                          122,512          474,683
                                                                              ------------     ------------
              Total current assets                                               1,096,833        1,323,143

Property and equipment, net of accumulated depreciation                            319,762          208,210
Unamortized discount on convertible debt                                           351,927          380,690
Unamortized debt issuance costs                                                    118,291           46,313
Investment in private entity                                                        70,000               --
Excess of cost over the net assets of business acquired                          5,177,696               --
Deposits                                                                            17,182           16,139
                                                                              ------------     ------------
              Total assets                                                    $  7,151,691     $  1,974,495
                                                                              ============     ============

                          Liabilities and Stockholders' Equity

Current liabilities:
      Accounts payable and accrued expenses                                        236,552          468,185
      Current portion of notes payable to related parties                        2,397,048           80,850
      Convertible debentures                                                     1,238,321               --
      Current installments of long-term debt-equipment loans                        13,088               --
                                                                              ------------     ------------
              Total current liabilities                                          3,885,009          549,035
Convertible debentures                                                                  --        1,213,049
Long-term debt to related parties, less current installments                     1,750,000               --
Long-term debt equipment loans, less current installments                            2,851               --
                                                                              ------------     ------------
              Total liabilities                                                  5,637,860        1,762,084
                                                                              ------------     ------------

Stockholders' equity:
      10% Convertible preferred stock, Series A, $0.01 par value:
          150,000 shares authorized; 0 shares issued and outstanding                    --               --
      Preferred stock, $0.01 par value, 4,850,000 undesignated
          shares authorized, none issued                                                --               --
      Convertible preferred stock, Series B, $0.01 par value:
          500,000 Shares authorized, issued and outstanding at March 31, 2006    1,000,000               --
      Common stock, $.001 par value.  Authorized 150,000,000 shares:
          114,679,131 shares issued and outstanding at March 31, 2006,
          102,098,756 shares issued and outstanding at December 31, 2005           114,679          102,099
      Additional paid-in capital                                                10,699,663       10,416,074
      Accumulated deficit                                                      (10,300,511)     (10,305,762)
                                                                              ------------     ------------
              Total stockholders' equity                                         1,513,831          212,411
                                                                              ------------     ------------

Commitments and contingent liabilities                                                  --               --

                                                                              ------------     ------------
              Total liabilities and stockholders' equity                      $  7,151,691     $  1,974,495
                                                                              ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                                                               2
<PAGE>

                        FTS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     2006              2005
                                                                -------------     -------------
<S>                                                             <C>                  <C>
Revenues                                                        $   1,633,614           303,970
                                                                -------------     -------------

Costs and expenses:
     Cost of sales                                                    583,482           135,518
     Selling, general and administrative                            1,008,186           755,327
                                                                -------------     -------------
         Total costs and expenses                                   1,591,668           890,845
                                                                -------------     -------------

         Operating income (loss)                                       41,946          (586,875)
                                                                -------------     -------------

Other income (expenses):
     Interest expense                                                 (36,695)         (184,112)
                                                                -------------     -------------
         Total other income (expenses)                                (36,695)         (184,112)
                                                                -------------     -------------

         Net income (loss) from operations before taxes                 5,251          (770,987)

Provision for income taxes                                                 --                --

                                                                -------------     -------------
         Net (income) loss applicable to common shareholders    $       5,251          (770,987)
                                                                =============     =============

Net loss applicable to common shareholders:
         Basic and diluted                                      $        0.00             (0.02)
                                                                =============     =============

Weighted average common shares:
         Basic and diluted                                        113,714,261        47,575,884
                                                                =============     =============
</TABLE>

See accompanying notes to consolidated financial statements.


                                                                               3
<PAGE>

                        FTS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              2006          2005
                                                                           ---------     ---------
<S>                                                                        <C>           <C>
Cash flows from operating activities:
    Net income (loss)                                                      $   5,251     $(770,987)
    Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
          Depreciation and amortization                                       95,169         8,077
          Common shares issued for services                                   98,400       294,350
          Amortization of debt discount                                           --       180,877
          (Increase) decrease in operating assets:
              Accounts receivable                                           (124,512)     (124,334)
              Inventories                                                   (179,627)       (9,136)
              Prepaid expenses                                               352,171         8,158
              Other assets                                                    (1,043)       (1,000)
          Increase (decrease) in operating liabilities:
              Accounts payable and accrued expenses                         (231,633)       45,682
                                                                           ---------     ---------
                  Net cash provided by (used in) operating activities         14,176      (368,313)
                                                                           ---------     ---------

Cash flows from investing activities:
    Capital expenditures for property and equipment                           (4,000)      (85,064)
    Purchase of additional store locations                                   (70,000)           --
    Payment to See World Satellites, Inc. acquisition                       (500,000)           --
                                                                           ---------     ---------
                  Net cash used in investing activities                     (574,000)      (85,064)
                                                                           ---------     ---------

Cash flows from financing activities:
    Proceeds from issuance of stock                                          140,109       713,460
    Proceeds from convertible debentures                                     134,947            --
    Proceeds from stock issued under equity line                                  --       270,994
    Proceeds from note payable to Dutchess Advisors                               --       500,000
    Proceeds from notes payable to related parties                           518,798            --
    Repayments of notes payable-truck loans                                   (4,708)           --
    Repayments of note payable to Dutchess Advisors                               --      (817,599)
    Repayments of debenture loan                                                  --       (26,876)
    Repayments of notes payable to related parties                          (407,600)     (193,815)
                                                                           ---------     ---------
                  Net cash provided by financing activities                  381,546       446,164
                                                                           ---------     ---------

                  Net decrease in cash                                      (178,278)       (7,213)

Cash at beginning of year                                                    803,079         7,949
                                                                           ---------     ---------
Cash at end of year                                                        $ 624,801     $     736
                                                                           =========     =========

Supplemental schedule of cash flow information:
    Interest paid                                                          $     389     $  93,133
                                                                           =========     =========

Supplemental disclosure of non-cash investing and financing activities:
    Stock issued in exchange for convertible debentures                    $      --     $  51,016
                                                                           =========     =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                                                               4
<PAGE>

                        FTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2006
                                   (UNAUDITED)

(1)   Summary of Significant Accounting Policies

Organization, Ownership and Business

FTS Group, Inc. (the "Company"), was incorporated under the laws of the State of
Nevada. Through its wholly owned subsidiaries See World Satellites, Inc. and FTS
Wireless, Inc. the Company is engaged in the marketing, sale, service and
installation of wireless satellite television systems and the acquisition and
development of a chain of full service retail wireless stores located in the
gulf coast market of Florida. The Company's primary business is the marketing,
sale, service and activation of satellite television systems, cellular and
satellite handsets, cellular accessories and other related wireless products
such as Wi-Fi service and related access equipment for residential or business
purposes.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries: FTS Wireless, Inc and See World Satellites, Inc..
All significant intercompany transactions and balances have been eliminated in
consolidation.

Accounts Receivable

Accounts receivable consist primarily of trade receivables, net of a valuation
allowance for doubtful accounts.

Inventories

Inventories are valued at the lower-of-cost or market on a first-in, first-out
basis.


                                                                               5
<PAGE>

Investment Securities

The Company accounts for its investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Management determines the appropriate
classification of its investments in marketable securities at the time of
purchase and reevaluates such determination at each balance sheet date.
Securities that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities. Debt securities for which
the Company does not have the intent or ability to hold to maturity and equity
securities not classified as trading securities are classified as
available-for-sale. The cost of investments sold is determined on the specific
identification or the first-in, first-out method. Trading securities are
reported at fair value with unrealized gains and losses recognized in earnings,
and available-for-sale securities are also reported at fair value but unrealized
gains and losses are shown in the caption "unrealized gains (losses) on shares
available-for-sale" included in stockholders' equity. Management determines fair
value of its investments based on quoted market prices at each balance sheet
date.

Property, Equipment and Depreciation

Property and equipment are recorded at cost less accumulated depreciation. Upon
retirement or sale, the cost of the assets disposed of and the related
accumulated depreciation are removed from the accounts, with any resultant gain
or loss being recognized as a component of other income or expense. Depreciation
is computed over the estimated useful lives of the assets (5-20 years) using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes. Maintenance and repairs are charged to operations as
incurred.

Intangible Assets

SFAS No. 142 eliminates the amortization of goodwill, and requires annual
impairment testing of goodwill and introduces the concept of indefinite life
intangible assets. The Company adopted SFAS No. 142 effective January 1, 2002.

Impairment of Long-Lived Assets

Realization of long-lived assets, including goodwill, is periodically assessed
by the management of the Company. Accordingly, in the event that facts and
circumstances indicate that property and equipment, and intangible or other
assets may be impaired, an evaluation of recoverability would be performed. If
an evaluation is required, the estimated future undiscounted cash flows
associated with the asset are compared to the asset's carrying amount to
determine if a write-down to market value is necessary. In management's opinion,
there was no impairment of such assets at December 31, 2005. When the Company
completed its impairment testing for the year ended December 31, 2004, it
determined that the value of assets acquired related to certain store locations
were impaired in the amount of $107,000.


                                                                               6
<PAGE>

Revenue Recognition

The Company recognizes revenue at the time of shipment of product to its
customers or completion of services provided. The Company recognizes revenue for
sale of real estate based on the full accrual method, thus all profit is
recognized at the time of sale.

Income Taxes

The Company is a taxable entity and recognizes deferred tax assets and
liabilities for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to be in effect when the temporary differences
reverse. The effect on the deferred tax assets and liabilities of a change in
tax rates is recognized in income in the year that includes the enactment date
of the rate change. A valuation allowance is used to reduce deferred tax assets
to the amount that is more likely than not to be realized.

Earnings Per Share

The basic net earnings (loss) per common share is computed by dividing the net
earnings (loss) by the weighted average number of shares outstanding during a
period. Diluted net earnings (loss) per common share is computed by dividing the
net earnings, adjusted on an as if converted basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the
years ended December 31, 2005 and 2004, potential dilutive securities that had
an anti-dilutive effect were not included in the calculation of diluted net
earnings (loss) per common share. These securities include options to purchase
shares of common stock.

Advertising Costs

The cost of advertising is expensed as incurred.

Management's Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses. Actual results could differ from these
estimates.

Stock-based Compensation

The Company has chosen to continue to account for stock-based compensation using
the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees", and related Interpretations and
to elect the disclosure option of SFAS No. 123, "Accounting for Stock-Based
Compensation". Accordingly, compensation cost for stock options issued to
employees is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.


                                                                               7
<PAGE>

Fair Value of Financial Instruments

The Company estimates the fair value of its financial instruments using
available market information and appropriate valuation methodologies. However,
considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the Company estimates of fair value are
not necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumption and/or
estimation methodologies may have a material effect on the estimated fair value
amounts. The interest rates payable by the Company on its notes payable
approximate market rates. The Company believes that the fair value of its
financial instruments comprising accounts receivable, notes receivable, accounts
payable, and notes payable approximate their carrying amounts.

New Accounting Standards

In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 154, Accounting Changes and Error
Corrections. SFAS No. 154 replaces Accounting Principles Board Opinion No. 20,
Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Internal
Financial Statements, and changes the requirements for the accounting for and
reporting of a change in accounting principle. SFAS No. 154 requires
retrospective application of changes in accounting principle to prior periods'
financial statements, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS No. 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. We will adopt SFAS No. 154 on January 1,
2006. Any impact on the Company's consolidated results of operations and
earnings per share will be dependent on the amount of any accounting changes or
corrections of errors whenever recognized.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153. This statement addresses the measurement
of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged.

The guidance in that opinion; however, included certain exceptions to that
principle. This statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the
date of this statement is issued. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 152, which amends FASB statement No. 66,
"Accounting for Sales of Real Estate," to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing
Transactions." This statement also amends FASB Statement No. 67, "Accounting for
Costs and Initial Rental Operations of Real Estate Projects," to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.


                                                                               8
<PAGE>

In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151, "Inventory Costs-- an
amendment of ARB No. 43, Chapter 4." This statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require treatment as
current period charges." This statement requires that those items be recognized
as current-period charges regardless of whether they meet the criterion of "so
abnormal." In addition, this statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management does not
believe the adoption of this statement will have any immediate material impact
on the Company.

(2)   Property and Equipment

      Property and equipment are as follows at March 31, 2006 and December 31,
2005:

                                                       2006              2005
                                                    ---------         ---------

       Leasehold improvements                       $ 189,878         $ 180,937
       Furniture and fixtures                       $  54,208         $  54,208
       Equipment                                    $  81,942         $  20,890
       Vehicles                                     $ 303,655         $  11,927
                                                    ---------         ---------
   Total property and equipment                     $ 629,683         $ 267,962
Less: accumulated depreciation                      $(309,921)        $ (59,752)
                                                    ---------         ---------

Net property and equipment                          $ 319,762         $ 208,210
                                                    =========         =========

      Depreciation expense for the three months ended March 31, 2006 and 2005
      was $28,902 and $8,077 respectively.

(3)   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. 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 has warrants outstanding that if exercised will provide
for additional operating capital. The Company is pursuing additional financing
options in order to raise funds required to reduce outstanding debt obligations
and execute its operating and expansion plans. Failure to secure financing or
expand operations may result in the Company not being able to continue as a
going concern. The financial statements do not include any adjustments to
reflect the possible future effects of 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.


                                                                               9
<PAGE>

(4)   Convertible Debt

In December 2005 and January 2006 the Company raised a total of $1,858,622 from
the issuance of Secured Convertible Promissory Notes with selected subscribers
before the original issue discount. The Notes were issued at an original
discount of 21%. On December 29, 2005, the Company received $1,000,000 of the
proceeds and a further $470,000 in January 2006. Both amounts were after
discount, but before expenses. The Company agreed to issue 100 class A, and 50
class B warrants for each 100 shares on the closing date of the issuance of the
Notes, assuming complete conversion. The Company also agreed to issue 36,260,486
shares of common stock to be distributed pro rata to purchasers of the Notes
(the common stock was issued effective December 29, 2005 and is included in the
number of shares issued and outstanding at December 31, 2005). The Conversion
prices of the Notes, class A warrants, and class B warrants as stated on the
Notes are $0.04, $0.02868 and $0.0239 respectively.

(5)   Income Taxes

The Company accounts for income taxes under SFAS 109, "Accounting for Income
Taxes", which requires use of the liability method. SFAS 109 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets and liabilities at the end of each period are determined using the
currently enacted tax rates and liabilities are expected to be settled or
realized.

Reconciliation of the Federal statutory income tax rate of 34% to the effective
rate is as follows:

                                                        December 31
                                                  -----------------------
                                                    2005           2004
                                                  --------       --------
      Federal statutory income tax rate           (659,000)      (792,000)
                                                   659,000        792,000
                                                  --------       --------
                                                        --             --
                                                  ========       ========

The tax effects of temporary differences and net operating losses that give rise
to significant portions of deferred tax assets and liabilities consisted of the
following:

                                                      December 31
                                              ---------------------------
      Reconciling items:                         2005            2004
                                              -----------     -----------
      Net operating loss carryforward:        $ 3,244,000     $ 2,585,000
      Less valuation allowance                 (3,244,000)     (2,585,000)

      Net deferred tax asset                  $        --     $        --
                                              ===========     ===========


                                                                              10
<PAGE>

The net operating loss carryforward of $10,300,511 will expire through 2024.

At March 31, 2006, the Company provided a 100% valuation allowance for the
deferred tax asset because given the volatility of the current economic climate,
it could not be determined whether it was more likely than not that the deferred
tax asset/(liability) would be realized.

(6)   Operating Leases

The Company leases real property for its nine retail locations. Five of the
locations have lease terms ranging from six months to three years while four
locations are on a month-to-month basis.

Future minimum payments due on the non-cancelable leases are as follows:

       Year                                                        Annual
      Ending                                                      Payments
      -------------------------------------------------------     --------
      2006                                                        $108,505
      2007                                                          87,705
      2008                                                          30,634
                                                                  --------
                                                                  $226,844
                                                                  ========

Rent expense was $165,392 and $135,447 for the years ended December 31, 2005 and
2004, respectively.

(7)   Concentration of Credit Risk

The Company's concentrations of credit risk consist principally of Accounts
Receivable and Accounts Payable. The Company purchases approximately 95% of
their satellite system supplies from Echostar Satellite, L.L.C. and DISH Network
Service, L.L.C. The Company further purchases approximately 80% of its telephone
supplies from one vendor. Additionally, these same three vendors are also major
customers of the Company who provide over 90% of revenue.

(8)   Stock

During the three months ending March 31, 2006, the Company issued 1,500,000
restricted shares of common stock to an officer of the Company relating to a
three year employment agreement dated February 1, 2006.

During the three months ending March 31, 2006, the Company issued 2,250,000
restricted shares valued at $0.02 to an officer of the Company to reduce an
outstanding debt obligation of $45,000.

During the three months ending March 31, 2006, the Company issued 2,500,000
restricted shares valued at $0.02 to an officer of the Company as a success
bonus for 2005.

During the three months ending March 31, 2006, the Company issued 920,000
restricted shares valued at $0.02 to a consultant of the Company to reduce
$18,400 consulting services relating to services rendered during 2005.


                                       11
<PAGE>

Additionally, the Company issued 500,000 shares of its Series B Convertible
Preferred stock to Mr. Richard Miller, President of See World Satellites, Inc.
during the three months ended March 31, 2006. The conversion rate for the Series
B stock is 25 shares of common stock for each share of Series B Convertible
Preferred Stock. The shares of Series B Convertible Preferred Stock may be
converted into common stock at any time after January 3, 2008, at our option or
that of the holder. The Series B stock has no voting rights. Each share is worth
$2.00.

(9)   Warrants and Options

The Company has a Non-Qualified Stock Option and Stock Grant Plan (the "Plan"),
adopted in July 1997. For the year ended December 31, 2005 the Company has not
granted any options. Under the Company's Plan, the Company's Board of Directors
has reserved 2,500,000 shares that may be granted at the Board of Directors'
discretion. No option may be granted after July 27, 2007 and the maximum term of
the options granted under the Plan is ten years. The effect of applying SFAS 123
on a pro forma basis was $0 for the year ended December 31, 2005 and 2004
because all of the options were granted and fully vested prior to 2003. Changes
in options outstanding under the plan are summarized as follows:

                                                                        Weighted
                                                                         Average
                                                          Number of     Exercise
                                                           shares         Price
                                                          ---------     --------

Outstanding at December 31, 2005                           598,000       $  1.50
                                                           -------       -------
Granted                                                         --            --
Exercised                                                       --            --
Forfeited                                                       --            --

Outstanding at December 31, 2005                           598,000       $  1.50
                                                           -------       -------

The exercise price for all options is at or above the market value of the common
stock as of the date of grant.

The following table summarizes information about fixed price stock options:

OUTSTANDING AND EXERCISABLE

Weighted                    Weighted           Weighted              Weighted
Average                      Average            Average               Average
Exercise                     Number           Contractual            Exercise
 Price                     Outstanding           Life                  Price
---------                  -----------         ---------             --------
0.81-1.38                      4,000           6.1 years               $1.14
1.50-2.75                    594,000           6.7 years               $1.50

The following details warrants outstanding as of December 31, 2005:

The Company had 3,000,000 warrants outstanding relating to a dividend declared
to stockholders of record on August 27, 2004. The warrants have an exercise
price of $0.25 and expire on August 7, 2007. The Company does not expect these
warrants to be exercised in the near future because the exercise price exceeds
the current stock price.


                                       12
<PAGE>

In accordance with the subscription agreement relating to the private placement
the Company closed during the period ending March 31, 2005. The Company issued
the following warrants. Investors received two classes of warrants, Series A and
Series B warrants, for each share of common stock purchased. The B warrants have
an exercise price of $0.08 and A warrants have an exercise price of $0.12. The
Company filed the terms and conditions of the financing and registration rights
in March of 2005 on Form 8-K. The funds raised in the private placement were
primarily used for working capital, costs related to the opening of new
locations and to reduce outstanding liabilities

                                                         2005            2005
                                                      Underlying       Exercise
                                                        Shares          Price
                                                      ----------      ----------
Warrants issued during 2000                            1,036,000      $     1.50
Warrants issued during 2004
(10% Warrant Div)                                      3,000,000      $     0.25

Warrants issued during 2004 and 2005
A Warrants                                            15,431,250      $      .10
                                                      ----------      ----------

On September 28, 2005, the Company reduced the exercise price of the A warrants
from $0.12 to $0.10. Additionally, the Company reduced the exercise price of the
B warrants from $0.08 to $0.03.

During the three months ending March 31st, 2006 4,670,313 "B" warrants priced at
$.03 were exercised for gross proceeds of $140,109. Expenses relating to warrant
exercises were $14,048. Additionally, during the three months ended March 31st,
2006 9,499,937 "B" warrants expired.

In accordance with the subscription agreement relating to the private placement
closed on December 29, 2005, the Company issued the following warrants.
Investors received two classes of warrants, called Series A and Series B
warrants, for each share of common stock purchased. The A warrants have an
exercise price of $0.02868 and the B warrants have an exercise price of $0.0239.
The Company filed the terms and conditions of the financing and registration
rights in January of 2006 on Form 8-K. The funds raised in the private placement
were primarily used for the acquisition of the Company's wholly-owned subsidiary
See World Satellites, Inc.

                                                         2005            2005
                                                      Underlying       Exercise
                                                        Shares          Price
                                                      ----------      ----------

Warrants issued in December 2005
A Warrants                                            36,260,486      $   .02868
B Warrants                                            18,130,243      $    .0239
                                                      ----------      ----------

(10)  See World Satellites, Inc. Acquisition

      Effective January 3, 2006, the Company acquired 100% of the capital stock
      of See World Satellites, Inc. ("See World"), for consideration, providing
      for (i) $1,000,000 in cash to the shareholder of See World, (ii) a
      promissory note in the amount of $3,500,000, and (iii) $1,000,000 in
      convertible preferred stock of the Company.


                                       13
<PAGE>

      As required by SFAS No. 141, the Company has recorded the acquisition
      using the purchase method of accounting with the purchase price allocated
      to the acquired assets and liabilities based on their respective estimated
      fair values at the acquisition date. The purchase price of $6,018,798 had
      been allocated at follows:

                                                          ----------
            Current assets                                $  906,610
            Property and equipment, net                      136,454
            Current liabilities                             -197,876
            Long-term debt                                    -4,086
            Goodwill                                       5,177,696
                                                          ----------
                                                          $6,018,798
                                                          ==========

      Revenues and expenses are included in the Company's statement of
      operations from January 3, 2006 through March 31, 2006.

      Unaudited pro forma data (included in the Company 8-K/A filing on March 3,
      2006) summarizes the results of operations of the Company for the years
      ended December 31, 2005 and 2004 as if the acquisition had been completed
      on January 1, 2004. The pro forma data gives effect to the actual
      operating results prior to acquisition. The pro forma results do not
      purport to be indicative of the results that would have actually been
      achieved if the acquisition had occurred on January 1, 2004 or may be
      achieved in the future.

(11)  Related Party Transactions (See World Satellites Acquisition)

      At March 31, 2006, the Company had the following debt obligations and made
      the following payments to Mr. Richard Miller a director and President of
      the Companies wholly owned subsidiary See World Satellites, Inc. (SWS).
      The Company paid Mr. Miller $500,000 on January 3rd, 2006 relating to the
      acquisition of SWS. The Company currently has a short term note obligation
      in the amount of $500,000 due to Mr. Miller. This note is due within 30
      days of the effective date of a new five year contract between Echo Star
      Satellites, L.L.C., DISH Network Services, L.L.C. and SWS. Additionally,
      the Company issued 500,000 shares of its Series B Convertible Preferred
      stock to Mr. Miller during the three months ended March 31, 2006. The
      conversion rate for the Series B stock is 25 shares of common stock for
      each share of Series B Convertible Preferred Stock. The shares of Series B
      Convertible Preferred Stock may be converted into common stock at any time
      after January 3, 2008, at our option or that of the holder. The Series B
      stock has no voting rights. Each share is worth $2.00. The Company also
      has a $3.5 Million note payable to the President of SWS. The Company filed
      an 8-K with the terms and conditions of this note on January 5, 2006. Mr.
      Miller also extended a short term note in the amount of $143,798 to the
      Company. The Company expects to repay the $143,798 note during 2006.


                                       14
<PAGE>

(12)  Subsequent Events

      In May 2006, 11,458,338 "B" warrants priced at $0.0239 were exercised. The
      Company received total proceeds of $273,854. Simultaneously, the Company
      issued 11,458,388 new "B" warrants priced at $.04. On April 3, 2006, the
      Company made a payment of $250,000 to Mr. Richard Miller relating to the
      acquisition of See World Satellites, Inc. The $3.5 Million note was
      reduced to $3.250 Million on April 3, 2006.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion and analysis contains a comparison of the results of
operations for the three months ended March 31, 2006 and the same period in
2005. This discussion and analysis should be read in conjunction with the
un-audited interim consolidated financial statements and the notes thereto
included in this report, and the audited financial statements in our Annual
Report on Form 10-KSB for the year ended December 31, 2005.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This report on Form 10-QSB contains forward-looking statements that involve
risks and uncertainties. We generally use words such as "believe," "may,"
"could," "will," "intend," "expect," "anticipate," "plan," and similar
expressions to identify forward-looking statements. You should not place undue
reliance on these forward-looking statements. Our actual results could differ
materially from those anticipated in the forward-looking statements for many
reasons, including the risks described in this report and in our annual report
on Form 10-KSB filed with the Securities and Exchange Commission. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made, and our future results, levels of activity, performance or
achievements may not meet these expectations. We do not intend to update any of
the forward-looking statements after the date of this document to conform these
statements to actual results or to changes in our expectations, except as
required by law.

OVERVIEW

We focus on developing, investing in, and acquiring cash-flow positive
businesses and viable business projects primarily in the wireless and technology
industries. Through our-wholly owned subsidiaries See World Satellites, Inc. and
FTS Wireless, Inc. we operate a RSP (Regional Service Provider)and retail
distribution business for DISH Network satellite television systems primarily to
the western Pennsylvania market and nationally through our retail channel. We
also operate a chain of nine retail wireless locations in the Gulf Coast market
of Florida. Currently, we lease a location in Indiana, Pennsylvania for our
satellite RSP business. Additionally, we lease nine retail locations in Florida.
We lease three locations in Tampa, two locations in St. Petersburg, one in
Largo, one in Lutz, one in Seminole and one in Clearwater.


                                       15
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In December 2001, the SEC issued a advice INTENDED to elicit more precise
disclosure about accounting policies management believes are most critical in
portraying our financial results and in requiring management's most difficult
subjective or complex judgments. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make judgments and estimates.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

REVENUE RECOGNITION

Net revenues from product sales are recognized upon the transfer of title and
risk of ownership to customers. Allowances for estimated returns, discounts and
doubtful accounts are provided when sales are recorded. Shipping and handling
costs are included in cost of sales.

We recognize revenue from the sale and activation of wireless handsets and
related accessories.

IMPAIRMENT OF LONG-LIVED ASSETS

We review our long-lived assets including property and equipment and our
identifiable intangible assets subject to amortization whenever current events
or changes in circumstances indicate that the carrying amount of the assets may
not be fully recoverable. To determine recoverability of our long-lived assets,
we evaluate the estimated future undiscounted cash flows that are directly
associated with and that are expected to arise as a direct result of the use and
eventual disposition of that long-lived asset. If the estimated future
undiscounted cash flows demonstrate that recoverability is not probable, an
impairment loss would be recognized. An impairment loss would be calculated
based on the excess carrying amount of the long-lived asset over the long-lived
assets fair value.

   THREE MONTHS PERIOD ENDED MARCH 31, 2006 AS COMPARED TO THREE MONTHS ENDED
                                 MARCH 31, 2005

                              RESULTS OF OPERATIONS

SALES REVENUE

For the three months ended March 31, 2006, overall sales increased $1,329,644 or
537%, to $1,633,614, as compared to $303,970 for the three months ended March
31, 2005. The increase in sales revenue was primarily related to increased
sales, service and installations of DISH satellite television systems resulting
from the acquisition of our wholly owned subsidiary See World Satellites, Inc.,
closed during the quarter. Sales in our retail wireless business also increased
during the first quarter of 2006 primarily due to greater acceptance of Metro
PCS wireless products and services as well as effective marketing and promotion
strategies.

COST OF GOODS SOLD

For the three months ended March 31, 2006, cost of goods sold increased by
$447,694 to $583,482, as compared to $135,518 for the three months ended
March 31, 2005. The increase in cost of goods sold was related to increased
product purchases of satellite television systems and wireless handsets and
other related products.


                                       16
<PAGE>

GROSS PROFITS

Gross Profits increased by $881,680 from $168,452 in 2005 to $1,050,132 in 2006.
The increase in gross profits is attributed to the increase in service and sale
of wireless satellite systems and an increase in sales of wireless handsets
during the period. Gross profits as a percentage of sales increased to 64% in
2006 compared to 23% in 2005. The increase in gross profits as a percentage of
sales is related to the introduction of business related to the sales, service
and installation of satellite television systems for DISH networks and a shift
from post-paid handsets sales to a greater focus on pre-paid handset sales for
Metro PCS.

SELLING,GENERAL AND ADMINISTRATIVE

Selling, General and Administrative Expenses for the three months ended March
31, 2006, increased $252,859 or 33% to $1,008,186, as compared to $755,327 for
the three months ended March 31, 2005. The increase in Selling, General and
Administrative expenses was primarily related to increased operating costs
related to our newly-acquired operations at See World Satellites, Inc. and
related acquisition and financing costs.

OPERATING INCOME

Operating income increased to $41,946 during the three months ended March 31,
2006, compared to an operating loss of ($586,875) for the three months ended
March 31, 2005 for a net improvement of $628,821.

NET INCOME

Net income increased to $5,251 for the three months ended March 31, 2006
compared to a net loss of ($770,987) during the three months ending March 31,
2005. The increase in net income was primarily related to improved operating
conditions for our retail wireless subsidiary due to sales of Metro PCS products
and services and increased sales of DISH satellite television network system
sales, service and installations.

INTEREST EXPENSE

Interest expense decreased $147,417, to $36,695 for the three months ended March
31, 2006, as compared to $184,112 for the three months ended March 31, 2005. The
decrease is related to reduced financing costs and fees incurred on promissory
notes incurred during the first quarter of 2005.

LIQUIDITY AND CAPITAL RESOURCES

Our requirements for capital are to (i) pay down debt,(ii)fund possible
acquisitions, and (iii) provide working capital and funds to expand our current
business. Our primary source of financing during the three months ended March
31, 2006 include cash received from the issuance of common stock and cash
generated from operations.

As of March 31, 2006, our Current Assets were $1,096,833 and Current Liabilities
were $3,885,009. Our Current Liabilities consist mainly of $1,238,321 of
convertible debentures, $1,906,886 of current installments of long term debt,
$500,000 note payable, accounts payable and accrued expenses of $236,552 and
notes payable of $3,250.


                                       17
<PAGE>

At March 31, 2006, we had cash available of $624,801, accounts receivable of
$136,713, inventory of $212,807, property and equipment net of accumulated
depreciation of $319,762, prepaid expenses and current assets of $122,512,
investments valued at $70,000, deposits of $17,182, unamortized discount on
convertible debt of $351,927, unamortized debt issuance costs of $118,291 and
excess of cost over net assets of business acquired of $5,177,696 for total
assets of $7,151,691.

During the three month period ended March 31, 2006, we generated cash of $14,176
in operating activities as compared to the three month period ended March 31,
2005, where we used $368,313 in cash for operating activities. Net cash provided
by financing activities for the three months ended March 31, 2006 and 2005 of
$381,546 and $446,164, respectively. Accumulated deficit decreased from
($10,305,762) at December 31, 2005 to ($10,300,511) at March 31, 2006.
Stockholders equity improved from $212,411 at December 31, 2005 to stockholders
equity of $1,513,831 at March 31, 2006 for a net improvement of $1,301,420.

GOING CONCERN OPINION

We believe that our continued existence is dependent upon our ability to grow
the profits of our satellite television operations and make our retail wireless
operations profitable and our ability to raise additional capital to reduce
debt. Accordingly, the notes to our un-audited, interim financial statements
express substantial doubt about our ability to continue as a going concern.

FINANCING ACTIVITIES

During the three months ended March 31, 2006, 4,670,313 warrants priced at $0.03
were exercised during the quarter ended March 31, 2006 for gross proceeds of
$140,109.

SUBSIDIARIES

As of March 31, 2006, we had two wholly-owned subsidiaries, FTS Wireless, Inc.
and See World Satellites, Inc.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer
and our Chief Financial Officer, the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this Quarterly Report on
Form 10-QSB. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we file or submit under the Securities Exchange Act of 1934 (i) is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and our
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure. Our disclosure controls and procedures are designed to
provide reasonable assurance that such information is accumulated and
communicated to our management. Our disclosure controls and procedures include
components of our internal control over financial reporting. Management's
assessment of the effectiveness of our internal control over financial reporting
is expressed at the level of reasonable assurance that the control system, no
matter how well designed and operated, can provide only reasonable, but not
absolute, assurance that the control system's objectives will be met.


                                       18
<PAGE>

There was no change in our internal control over financial reporting that
occurred during our last fiscal quarter that materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not aware of any litigation or potential litigation that could have a
material impact on our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ending March 31, 2006, we issued 1,500,000 restricted
shares of our common stock to Mr. David Rasmussen relating to a three year
employment agreement dated February 1, 2006.

During the three months ending March 31, 2006, we issued 2,250,000 restricted
shares valued at $0.02 to a consultant of the Company to reduce an outstanding
debt obligation of $45,000.

During the three months ending March 31, 2006, we issued 2,500,000 restricted
shares valued at $0.02 to an officer of the Company as a success bonus for 2005.

During the three months ending March 31, 2006, we issued 920,000 restricted
shares valued at $0.02 to an officer of the Company to reduce $18,400 consulting
services relating to services rendered during 2005.

Additionally the Company issued 500,000 shares of its Series B Convertible
Preferred stock to Mr. Richard Miller, President of See World Satellites, Inc.
during the three months ended March 31, 2006. The conversion rate for the Series
B stock is 25 shares of common stock for each share of Series B Convertible
Preferred Stock. The shares of Series B Convertible Preferred Stock may be
converted into common stock at any time after January 3, 2008, at our option or
that of the holder. The Series B stock has no voting rights. Each share is worth
$2.00.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


                                       19
<PAGE>

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.

Reports on form 8K

On January 5, 2006, we filed a Form 8-K relating to a financing and a new
material obligation.

On January 9, 2006, we filed a Form 8-K relating to the acquisition of 100% of
the outstanding shares of See World Satellite, Inc.

On January 12, 2006, we filed an 8-K relating to the departure of a director of
the Company.

On March 3, 2006, we filed an amended 8-K with the audited financials statement
of our acquisition. The original Form 8-K relating to the acquisition was filed
on January 9, 2006

On March 13, 2006, we filed a Form 8-K relating to the issuance of Series B
Preferred Convertible stock.

On March 31, 2006, we filed a Form 8-K relating to an amendment to our agreement
with EchoStar Satellite, L.L.C. and DISH Network Service, L.L.C.

On April 5, 2006, we filed a Form 8-K relating to agreements between EchoStar
Satellite, L.L.C., Richard Miller and See World Satellites, Inc. relating to our
acquisition of See World Satellites, Inc.

Number          Description of Exhibit
------          ----------------------

2.1 Agreement and Plan of Merger between the Company and FTS Apparel, Inc.,
dated December 23, 2003 (included as Attachment A to the Definitive Proxy on
Form DEF 14A filed January 9, 2004, and incorporated herein by reference).

3.1 Articles of Incorporation dated December 23, 2003 (included as Attachment B
to the Definitive Proxy on Form DEF 14A filed January 9, 2004, and incorporated
herein by reference).

3.2 Bylaws (included as Attachment C to the Definitive Proxy on Form DEF 14A
filed January 9, 2004, and incorporated herein by reference).

4.1 Form of Certificate for Common Shares (included as exhibit 4.1 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998 and incorporated herein by this reference).


                                       20
<PAGE>

4.2 Subscription Agreement Form (included as exhibit 10.1 to the Form 8-K filed
February 24, 2003, and incorporated herein by reference).

4.3 Debenture Agreement between the Company and Dutchess Private Equities Fund,
L.P., dated February 14, 2003 (included as exhibit 10.2 to the Form 8-K filed
February 24, 2003, and incorporated herein by reference).

4.4 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, L.P., dated February 14, 2003 (included as exhibit 10.3 to the
Form 8-K filed February 24, 2003, and incorporated herein by reference).

4.5 Debenture Exchange Agreement between the Company and Dutchess Private
Equities Fund, L.P., dated February 14, 2003 (included as exhibit 10.5 to the
Form 8-K filed February 24, 2003, and incorporated herein by reference).

4.6 Addendum to the Subscription Agreement, dated July 21, 2003 (included as
Exhibit 10.1 to the Form 8-K filed July 22, 2003, and incorporated herein by
reference).

4.7 Amended Debenture between the Company and Dutchess Private Equities Fund,
L.P., dated February 14, 2003 (included as Exhibit 10.2 to the Form 8-K filed
July 22, 2003, and incorporated herein by reference).

4.8 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, L.P., dated January 9, 2004 (filed as Exhibit 10.16 to the Form
SB-2 filed January 28, 2004, and incorporated herein by reference).

4.9 Subscription Agreement Form (included as exhibit 10.1 to the Form 8-K filed
March 24, 2005, and incorporated herein by reference).

4.10 A Warrant Form (included as exhibit 4.1 to the Form 8-K filed March 24,
2005, and incorporated herein by reference).

4.11 B Warrant Form (included as exhibit 4.2 to the Form 8-K filed March 24,
2005, and incorporated herein by reference).

4.12 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P., dated October 27, 2004 (included as exhibit 4.11 to the Form SB-2 filed
June 17, 2005, and incorporated herein by reference).

4.13 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P., dated January 10, 2005 (included as exhibit 4.12 to the Form SB-2 filed
June 17, 2005, and incorporated herein by reference).

10.1 Subscription Agreement Form (included as exhibit 10.1 to the Form 8-K filed
February 24, 2003, and incorporated herein by reference).


                                       21
<PAGE>

10.2 Debenture Agreement between the Company and Dutchess Private Equities Fund,
LP, dated February 14, 2003 (included as exhibit 10.2 to the Form 8-K filed
February 24, 2003, and incorporated herein by reference).

10.3 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, LP, dated February 14, 2003 (included as exhibit 10.3 to the Form
8-K filed February 24, 2003, and incorporated herein by reference).

10.4 Escrow Agreement between the Company and Dutchess Private Equities Fund,
LP, dated February 14, 2003 (included as exhibit 10.4 to the Form 8-K filed
February 24, 2003, and incorporated herein by reference).

10.5 Debenture Exchange Agreement between the Company and Dutchess Private
Equities Fund, LP, dated February 14, 2003 (included as exhibit 10.5 to the Form
8-K filed February 24, 2003, and incorporated herein by reference).

10.6 Addendum to the Subscription Agreement, dated July 21, 2003 (included as
Exhibit 10.1 to the Form 8-K filed July 22, 2003, and incorporated herein by
reference).

10.7 Amended Debenture between the Company and Dutchess Private Equities Fund,
LP, dated February 14, 2003 (included as Exhibit 10.2 to the Form 8-K filed July
22, 2003, and incorporated herein by reference).

10.8 Memorandum of Understanding between the Company and Malsha Imports, Inc.,
dated February 28, 2003 (included as Exhibit 10.11 to the Form SB-2/A filed
September 15, 2003, and incorporated herein by reference).

10.9 Confidentiality and No Conflict Agreement between the Company and American
Connections, LLC, dated February 28, 2003 (included as Exhibit 10.12 to the Form
SB-2/A filed September 15, 2003, and incorporated herein by reference).

10.10 Authorized Subcontractor Agreement between the Company and American
Connections, LLC, dated February 28, 2003 (included as Exhibit 10.13 to the Form
SB-2/A filed September 15, 2003, and incorporated herein by reference).

10.11 Lease Agreement between the Company and American Connections Florida, LLC,
dated May 22, 2003 (included as Exhibit 10.14 to the Form SB-2/A filed September
15, 2003, and incorporated herein by reference).

10.12 Investment Agreement between the Company and Dutchess Private Equities
Fund, LP, dated January 9, 2004 (included as exhibit 10.15 to the Form SB-2
filed January 28, 2004, and incorporated herein by reference).

10.13 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund, LP, dated January 9, 2004 (included as Exhibit 10.16 to the Form
SB-2 filed January 28, 2004, and incorporated herein by reference).


                                       22
<PAGE>

10.14 Placement Agent Agreement between the Company, Dutchess Private Equities
Fund, LP, and Charleston Capital Securities, dated January 9, 2004 (included as
Exhibit 10.17 to the Form SB-2 filed January 28, 2004, and incorporated herein
by reference).

10.15 Consulting Agreement between the Company and W. Scott McBride, dated
January 15, 2004 (included as exhibit 99.1 to the Form S-8 filed February 3,
2004, and incorporated herein by reference).

10.16 Corporate Consulting Agreement between the Company and Theodore J. Smith,
Jr., dated January 28, 2004 (included as exhibit 99.2 to the Form S-8 filed
February 3, 2004, and incorporated herein by reference).

10.17 Consulting Agreement between the Company and Mike DeGirolamo, dated
January 5, 2004 (included as exhibit 99.3 to the Form S-8 filed February 3,
2004, and incorporated herein by reference).

10.18 Consulting Agreement between the Company and Jeff Teischer, dated January
5, 2004 (included as exhibit 99.4 to the Form S-8 filed February 3, 2004, and
incorporated herein by reference).

10.19 Consulting Agreement between the Company and David Taylor, dated December
12, 2003 (included as exhibit 99.5 to the Form S-8 filed February 3, 2004, and
incorporated herein by reference).

10.20 Consulting Agreement between the Company and Pablo Oliva, dated November
12, 2003 (included as exhibit 99.6 to the Form S-8 filed February 3, 2004, and
incorporated herein by reference).

10.21 Consulting Agreement between the Company and Tommy Hollman, dated January
27, 2004 (included as exhibit 99.7 to the Form S-8 filed February 3, 2004, and
incorporated herein by reference).

10.22 Compensation Agreement between the Company, W. Scott McBride, David
Rasmussen, James H. Gilligan, and Scott Gallagher, dated January 29, 2004
(included as exhibit 99.8 to the Form S-8 filed February 3, 2004, and
incorporated herein by reference).

10.23 Lease Agreement between the Company and Investments Limited, dated August
25, 2004 (included as exhibit 10.1 to the Form 8-K filed September 9, 2004, and
incorporated herein by reference).

10.24 Consulting Agreement between the Company and Pablo Oliva, dated October
26, 2004 (included as exhibit 99.1 to the Form S-8 filed January 11, 2005, and
incorporated herein by reference).

10.25 Corporate Consulting Agreement between the Company and Theodore J. Smith,
Jr., dated October 26, 2004 (included as exhibit 99.2 to the Form S-8 filed
January 11, 2005, and incorporated herein by reference).


                                       23
<PAGE>

10.26 Subscription Agreement Form (included as exhibit 10.1 to the Form 8-K
filed March 24, 2005, and incorporated herein by reference).

10.27 Employment Agreement between the Company and Scott Gallagher, dated
November 15, 2005 (filed herewith).

10.28 Employment Agreement between the Company and David Rasmussen, dated
February 1, 2006 (filed herewith).

14.1 Corporate Code of Conduct and Ethics (included as exhibit 14.1 to the Form
10-KSB filed April 14, 2004, and incorporated herein by reference).

21.1 Subsidiaries of the Registrant (filed herewith).

31.1 Certification of the Chief Executive Officer and Interim Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                   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 GROUP, INC.

/s/ Scott Gallagher
-------------------------
Scott Gallagher
Chief Executive Officer and
Interim Chief Financial Officer
(Principal Accounting Officer)
May 15, 2006


                                       24