FORM  10-QSB/A

                       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  March  31,  2004

                                       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  GROUP,  INC.
                                -----------------


             (Exact  name  of  registrant  as  specified  in  its  charter)


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



                     1049c  Oxford  Valley  Rd.,  Levittown,  PA
                                      19057
                     (Address  of  principal  executive  office)
                                   (Zip  Code)

                                 (215)  943-9979
                                 --------------
              (Registrant's  telephone  number,  including  area  code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, $.001
Par  Value

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) been subject to such filing requirements
for  the  past  90  days.  Yes  --  x  No.
                                  ---

As  of  March  31,  2004,  the  Registrant had 19,169,673 shares of common stock
issued  and  outstanding.


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

                          PART  I  -  FINANCIAL INFORMATION

Item  1  -  Financial  Statements

Condensed  Consolidated  Financial  Statements

Balance  Sheets  -  March  31,  2004  and  December  31,  2003  (Audited)

Statements  of  Operations  -  Three  months  ended  March  31,  2004  and 2003

Statements  of  Cash  Flows  -  Three  months  ended  March  31,  2004 and 2003

Notes  to  Consolidated  Financial  Statements



<TABLE>
<CAPTION>

                               FTS GROUP, INC. AND SUBSIDIARY

                                 CONSOLIDATED BALANCE SHEETS

                            March 31, 2004 and December 31, 2003


<S>                                                               <C>           <C>


Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2004          2003
----------------------------------------------------------------  ------------  ------------
                                                                    (Reviewed)     (Audited)
Current assets:
 Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    38,463   $     6,887
 Accounts receivable . . . . . . . . . . . . . . . . . . . . . .       38,049         3,905
 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . .       10,522         7,759
 Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . .        1,512         1,512
                                                                  ------------  ------------
     Total current assets. . . . . . . . . . . . . . . . . . . .       88,546        20,063
                                                                  ------------  ------------

Property and equipment, net of accumulated depreciation. . . . .       51,363        50,577
Lease
Investment in private entity . . . . . . . . . . . . . . . . . .       15,000        15,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .       13,645        17,650
                                                                  ------------  ------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . .  $   168,554   $   103,290
                                                                  ============  ============

Liabilities and Stockholders' Equity
----------------------------------------------------------------

Current liabilities:
 Accounts payable and accrued expenses . . . . . . . . . . . . .      101,280        60,467
 Accounts payable to related parties . . . . . . . . . . . . . .      214,214       198,811
                                                                  ------------  ------------
     Total current liabilities . . . . . . . . . . . . . . . . .      315,494       259,278
                                                                  ------------  ------------

Convertible debentures . . . . . . . . . . . . . . . . . . . . .      346,447       450,586
                                                                  ------------  ------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . .      661,941       709,864
                                                                  ------------  ------------

Stockholders' equity:
 10% Convertible preferred stock, Series A, $0.01 par value:
   150,000 shares authorized; None issued. . . . . . . . . . . .            -             -
 Preferred stock, $0.01 par value, 4,850,000 undesignated
   shares authorized, none issued. . . . . . . . . . . . . . . .            -             -
 Common stock, $.001 par value.  Authorized 150,000,000 shares:
   24,743,293 shares issued and outstanding at March 31, 2004,
   18,141,564 shares issued and outstanding at December 31, 2003       24,743        18,142
 Additional paid-in capital. . . . . . . . . . . . . . . . . . .    6,399,021     5,465,030
 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . .   (6,812,901)   (5,943,196)
                                                                  ------------  ------------
                                                                     (389,137)     (460,024)
 Deferred compensation . . . . . . . . . . . . . . . . . . . . .     (104,250)     (146,550)
                                                                  ------------  ------------
     Total stockholders' equity. . . . . . . . . . . . . . . . .     (493,387)     (606,574)

Commitments and contingent liabilities

     Total liabilities and stockholders' equity. . . . . . . . .  $   168,554   $   103,290
                                                                  ============  ============


See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
<CAPTION>

 FTS  GROUP,  INC.  AND  SUBSIDIARY

 CONSOLIDATED  STATEMENTS  OF  OPERATIONS

 Three  months  ended  March  31,  2004  and  2003


<S>                                                             <C>           <C>


                                                                       2004          2003
                                                                ------------  ------------

 Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   181,335   $     2,449

 Costs and expenses:
   Cost of sales . . . . . . . . . . . . . . . . . . . . . . .      143,134         1,099
   Selling, general and administrative . . . . . . . . . . . .      907,906       331,796
                                                                ------------  ------------
     Total operating expenses. . . . . . . . . . . . . . . . .    1,051,040       332,895
                                                                ------------  ------------

     Operating loss. . . . . . . . . . . . . . . . . . . . . .     (869,705)     (330,446)

 Other income (expenses):
   Interest expense. . . . . . . . . . . . . . . . . . . . . .            -        (1,600)
                                                                ------------  ------------
     Total other income (expenses) . . . . . . . . . . . . . .            -        (1,600)
                                                                ------------  ------------

     Net loss from operations before taxes . . . . . . . . . .     (869,705)     (332,046)

 Provision for income taxes. . . . . . . . . . . . . . . . . .            -             -

     Net loss applicable to common shareholders. . . . . . . .  $  (869,705)  $  (332,046)
                                                                ============  ============

 Net loss applicable to common shareholders:
     Basic and diluted . . . . . . . . . . . . . . . . . . . .  $     (0.05)  $     (0.02)
                                                                ============  ============

 Weighted average common shares:
     Basic and diluted . . . . . . . . . . . . . . . . . . . .   19,169,673    16,775,796
                                                                ============  ============


 See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

FTS  GROUP,  INC.  AND  SUBSIDIARY

Consolidated  Statements  of  Cash  Flows

Three  months  ended  March  31,  2004  and  2003


<S>                                                                <C>         <C>
                                                                        2004       2003
                                                                   ----------  ---------



 Cash flows from operating activities:
      Net cash used in operating activities . . . . . . . . . . .   (173,269)   (87,997)
                                                                   ----------  ---------

 Cash flows from investing activities:
    Capital expenditures for property and equipment . . . . . . .     (3,561)         -
    Investment in private company . . . . . . . . . . . . . . . .          -    (15,000)
                                                                   ----------  ---------
      Net cash used in investing activities . . . . . . . . . . .     (3,561)   (15,000)
                                                                   ----------  ---------

 Cash flows from financing activities:
    Proceeds from issuance of stock . . . . . . . . . . . . . . .    297,142          -
    Proceeds from borrowing from related parties. . . . . . . . .     15,403          -
    Proceeds from convertible debentures. . . . . . . . . . . . .          -    115,000
    Payment of debentures . . . . . . . . . . . . . . . . . . . .   (104,139)         -
                                                                   ----------  ---------
      Net cash provided by financing activities . . . . . . . . .    208,406    115,000
                                                                   ----------  ---------

      Net increase in cash. . . . . . . . . . . . . . . . . . . .     31,576     12,003

 Cash at beginning of year. . . . . . . . . . . . . . . . . . . .      6,887        219
                                                                   ----------  ---------
 Cash at end of year. . . . . . . . . . . . . . . . . . . . . . .  $  38,463   $ 12,222
                                                                   ==========  =========

 Supplemental schedule of cash flow information:
    Interest paid . . . . . . . . . . . . . . . . . . . . . . . .  $       0   $      0
                                                                   ==========  =========

    Taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . .  $       0   $      0
                                                                   ==========  =========

     Non-cash transactions:
     Acquisition of assets with convertible debenture . . . . . .  $       0   $ 70,000
     Direct payment of operating expenses with debenture proceeds  $       0   $ 15,000
     Repurchase of common stock with debenture proceeds . . . . .  $       0   $ 12,500


 See accompanying notes to consolidated financial statements.
</TABLE>

3


                      FTS GROUP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                 FTS GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)     GENERAL

FTS  Group,  Inc.  (the "Company"), formerly FTS Apparel, Inc., was incorporated
under  the  laws  of  the  State  of  Colorado.  The  Company  is engaged in the
acquisition  and  development of a chain of full service retail wireless stores.
The Company's primary business is the marketing, sale and activation of 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  subsidiary:  FTS Wireless, Inc.  All significant intercompany
transactions  and  balances  have  been  eliminated  in  consolidation.

The accompanying unaudited financial statements have been prepared in accordance
with  U.  S.  generally  accepted  accounting  principles  ("GAAP")  for interim
financial  information  and  with the instructions to Form 10-QSB.  Accordingly,
they  do not include all of the information and footnotes required by accounting
principles  generally  accepted the U. S. for complete financial statements.  In
the  opinion  of  management,  all  adjustments  (consisting of normal recurring
adjustments)  considered  necessary  for a fair presentation have been included.
Operating  results  for  the  three  months  period ended March 31, 2004 are not
indicative  of the results that may be expected for the year ending December 31,
2004.

As  contemplated  by the Securities and Exchange Commission (SEC) under Rules of
Regulation S-B, the accompanying financial statements and related footnotes have
been  condensed  and do not contain certain information that will be included in
the  Company's  annual  financial statements and footnotes thereto.  For further
information,  refer  to  the Company's audited consolidated financial statements
and  related  footnotes  thereto included in the Company's annual report on Form
10-KSB  for  the  year  ended  December  31,  2003.

(2)     USE  OF  ESTIMATES

The  preparation  of financial statements in conformity with U. S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the financial statements and the reported amounts of revenues and
expenses  during  the  reporting  period.  Actual  results could vary from those
estimates.

(3)     RECENT  ACCOUNTING  PRONOUNCEMENTS

In  January  2003,  the  FASB  issued  SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosures."  This statement provides alternative
methods  of  transition for a voluntary change to the fair value based method of
accounting  for  stock-based employee compensation.  In addition, this Statement
also  amends  the  disclosure  requirements  of  SFAS  No.  123  to require more
prominent and frequent disclosures in the financial statements about the effects
of  stock-based  compensation.  The  transitional guidance and annual disclosure
provisions  of this Statement were effective for the December 31, 2002 financial
statements.  The  interim reporting disclosure requirements became effective for
the  first  quarterly  report in 2003.  Because the Company continues to account
for employee stock-based compensation under APB Opinion No. 25, the transitional
guidance of SFAS No. 148 has no effect on the financial statements at this time.
However,  the  accompanying financial statements presented have incorporated the
enhanced  disclosure  requirements  of  SFAS  No.  148.

In  May  2003, the FASB issued SFAS No. 150. "Accounting for Certain Instruments
with  Characteristics  of  Both  Liabilities  and  Equity,"  which  establishes
standards for how an issuer classifies and measures certain financial statements
with characteristics of both liabilities and equity.  SFAS No. 150 requires that
an  issuer  classify  a financial instrument that is within its scope, which may
have  previously  been  reported  as equity, as a liability (or an asset in some
circumstances).  This  statement  is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning
of  the first interim period beginning after June 15, 2003 for public companies.
The  Company  does  not  believe  that  the adoption of SFAS No. 150 will have a
significant  impact  on  its  financial  statements.

(4)     INCOME  TAXES

Income  taxes for the interim periods were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to ongoing
review  and  evaluation by management.  The estimated federal income tax expense
for  the  three-month periods ended March 31, 2004 and 2003 is eliminated by net
operating  loss  carry  forwards.

(5)     STOCK  FOR  SERVICES

During  February  2004  the  Company issued 3,785,000 shares of common stock for
services  pursuant to a Form S-8 registration statement.  The shares were valued
at  their  fair  market value on the date it was agreed that the shares would be
issued.  The non-cash stock compensation expense of $643,450 has been charged to
operations  during  the  period.

(6)     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 three month ended March 31, 2004, the Company
incurred  a  net  loss  of  $869,705  and  has working capital and stockholders'
deficits  of  $226,948  and  $493,387,  respectively,  at  March  31,  2004.

The  Company's  ability  to  continue  as a going concern is contingent upon its
ability  to  expand  its  operations  and  secure  additional  financing.

Failure  to  secure  such  financing  or expand its operations may result in the
Company  not  being  to  continue  as  a  going  concern.

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.

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

The  following  discussion and analysis covers material changes in our financial
condition  since  the year end December 31, 2003 and a comparison of the results
of  operations  for  the three months ended March 31, 2004 to the same period in
2003.  This  discussion  and  analysis  should  be  read  in  conjunction  with
"Management's Discussion and Analysis or Plan of Operation" included in our Form
10-KSB  for  the  year  ended  December  31,  2003.

This  report  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 below and elsewhere in this report. 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.

RESULTS  OF  OPERATIONS

Results of Operations for the three month periods ending March 31, 2004 compared
to  Results  of  Operations  for  the  period  ending  March  31,2003:

For  the  three  months  ended  March  31, 2004, we realized revenue of $181,355
compared  to revenue of $2,449 for the period ending March 31, 2003, an increase
of approx 7400 %. The increase in revenue is primarily attributed to acquisition
related  growth.

For the three months ended March 31, 2004, we realized a net loss of $869,705 or
($.05)  per  share,  on  revenue  of  $181,355.  This  compares to a net loss of
$332,046  or  ($.02) per share, on revenues of $2,449 for the three months ended
March  31,  2003,  resulting  in an increase net loss of $537,659. The increased
loss  is  attributed  to the following factors, stock issuances for salaries and
consulting  services of $643,450 and an increase in overall operational expenses
related  to  the  increased  number  of locations we operated during the period.

For the three months ended March 31, 2004 we reported $143,134 for cost of goods
sold  compared  to  $1,099  cost  of goods sold for the three month period ended
March  31,  2003.  The increase in cost of goods sold is primarily attributed to
the  increased  purchase  of  wireless  handsets  and  the overall growth in our
business.

For  the  three  months ended March 31, 2004 we reported $907,906 of general and
administrative  expenses,  compared to $331,796 for the three months ended March
31,  2003.  An increase of $576,110 is primarily due to costs incurred for stock
issued  for services and increased operating expenses related to the increase in
the  number  of  locations  we  operated.

We  intend  to continue to build our business through internal growth as well as
acquiring  additional entities and carefully monitoring our expense levels going
forward  to  achieve  our  ultimate  goal  of  becoming a profitable company. We
believe  our  $6  million  Equity  Line of Credit with Dutchess Private Equities
Fund,  LP  will  provide  us  with  sufficient  access  to  working  capital and
acquisition funding, although we can not guarantee this belief. We are not aware
of  any  material  trend,  event  or  capital commitment, that would potentially
adversely  affect  our  results  of  operations.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31, 2004 we had cash available of $38,463, accounts receivable valued
at  $38,049,  inventory  valued  at  $10,522,  property  and equipment valued at
$51,363, investments  valued  at  $15,000  and  other assets valued at $13,645.

Our  current  liabilities  as  of  March  31, 2004 of $315,494 consist mainly of
accounts  payable  and  accrued expenses, as well as accrued salaries, legal and
accounting  expenses.

We  believe  that  our continued existence is dependent upon our ability to make
our  wireless operations profitable and our ability to raise additional capital.
Accordingly,  the notes  to  our unaudited, interim financial statements express
substantial  doubt  about  our  ability  to  continue  as  a  going  concern.

We are not aware of any material trend, event or capital commitment, that would
potentially  adversely  affect  liquidity.

We  believe  that if revenue continues at the level reported in the three months
ended  March  31, 2004, we will derive insufficient cash flow to fund operations
and  relieve all payables essential to the continuing operation of the business,
therefore management will continue to closely monitor and control expense levels
and  utilize  its  stock  when possible to preserve cash on hand. Any additional
material  reduction  in  revenue  could  have  a  material adverse effect on our
operational  capabilities.  We began operating a wireless business in March 2003
and  will  require additional funds to fully execute our business plan, however,
we  believe  that  our  $6  million  Equity Line of Credit, along with increased
revenue levels, will improve our cash flow and will be sufficient to operate our
business.  Cash flow from operations is insufficient to fund current operations.
At  the  current  rate,  we  will  need  to  raise  a minimum of $90,000 to fund
operations  for the next twelve months. We believe that we will be able to raise
the  necessary  capital  utilizing  the  Equity  Line  of  Credit,  although  no
assurances  can  be  made  in  this  regard.

ITEM  3.  CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

We  have  established  disclosure  controls  and  procedures  to  ensure  that
material  information  relating to us, including our consolidated subsidiary, is
made  known  to  the  officers  who  certify  our financial reports and to other
members  of  senior  management  and  the  Board  of  Directors.

Our  Chief  Executive  Officer  and  Chief  Financial  Officer  evaluated  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 Chief Financial Officer 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  is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules  and  forms.

CHANGES  IN  INTERNAL  CONTROLS

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the  second  fiscal quarter of the fiscal year covered by this
Quarterly  Report  on  Form  10-QSB  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 legal matters that could have a material impact on our
business.

ITEM  2:  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

We  issued  approximately 1,105,000 shares of our common stock to reduce debt of
$120,998  related  to  our convertible debenture financing completed in 2003. We
also  issued  approximately  1,485,000 shares of our common stock related to our
equity  line  of  credit  to  fund  operations acquisitions and working capital.

ITEM  3:  DEFAULTS  UPON  SENIOR  SECURITIES

Not  Applicable.

ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Our  Annual Meeting of Stockholders was held in Boston, Massachusetts on January
26,  2004.

The  following  matters  were  voted  on at our Annual Meeting and the following
votes  were  cast  as  to  each  such  matter:

1. To elect three Directors to the Board of Directors with terms expiring at the
2005  Annual Meeting of Stockholders and until their successors are duly elected
and  qualified.


<TABLE>
<CAPTION>


1. To elect three Directors to the Board of Directors with terms expiring at the
2005  Annual Meeting of Stockholders and until their successors are duly elected
and  qualified.


<S>                   <C>               <C>      <C>
                      Number of Shares
                      ----------------
                      For               Against  Abstain
--------------------  ----------------  -------  -------
Scott  Gallagher . .        12,626,825        0    5,000
--------------------  ----------------  -------  -------
David  R.  Rasmussen        12,626,825        0    5,000
--------------------  ----------------  -------  -------
James  H.  Gilligan.        12,626,825        0    5,000
--------------------  ----------------  -------  -------

</TABLE>


<TABLE>
<CAPTION>

2.  To increase  our  authorized  shares  of  common  stock  from  25  million  to 150
million.


<S>               <C>      <C>
        Number of Shares
         ----------------
For. . . . . . .  Against  Abstain
----------------  -------  -------
12,621,785 . . .    5,000    5,100
----------------  -------  -------
</TABLE>


<TABLE>
<CAPTION>

3.  To  change  our  name  from  "FTS  Apparel,  Incorporated"  to  "FTS  Group,
Incorporated."


<S>               <C>      <C>

         Number of Shares
         ----------------
For. . . . . . .  Against  Abstain
----------------  -------  -------
12,626,885 . . .        0    5,000
----------------  -------  -------
</TABLE>


<TABLE>
<CAPTION>

4.  To  change  our  state  of  incorporation  from  Colorado  to  Nevada.


<S>               <C>      <C>
        Number of Shares
        ----------------
For. . . . . . .  Against  Abstain
----------------  -------  -------
12,621,885 . . .    5,000    5,000
----------------  -------  -------
</TABLE>

ITEM  5:  OTHER  INFORMATION

Not  Applicable.


ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

A.  EXHIBITS

NUMBER  DESCRIPTION


3.1  Articles  of Incorporation dated June 30, 1997 (filed as exhibit 2.1 to the
     Registrant's  Form  10-SB filed on August 24, 1998, and incorporated herein
     by  reference).

3.2  Articles  of  Amendment  to  the Articles of Incorporation dated April, 15,
     1998  (filed  as exhibit 2.2 to the Registrant's Form 10-SB filed on August
     24,1998,  and  incorporated  herein  by  reference).

3.3  Articles  of  Amendment  to  the Articles of Incorporation dated August 23,
     2000 (filed as exhibit 3.3 to the Registrant's Annual Report on Form 10-KSB
     filed  on  April  16,  2001  and  incorporated  herein  by  reference).

3.4  Bylaws (filed as exhibit 2.3 to the Registrant's Form 10-SB filed on August
     24,  1998,  and  incorporated  herein  by  reference).

3.5  Articles of Incorporation dated December 23, 2003 (filed as Attachment B to
     the Registrant's definitive proxy filed on January 9, 2004 and incorporated
     herein  by  Reference).

3.5  Bylaws (filed as Attachment C to the Registrant's definitive proxy filed on
     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.

10.1 Investment  Agreement  between the Registrant and Dutchess Private Equities
     Fund, LP, dated January 9, 2004 (filed as exhibit 10.15 to the Registrant's
     SB-2  filed  on  January  28,  2004  and incorporated herein by reference).

10.2 Registration  Rights  Agreement between the Registrant and Dutchess Private
     Equities  Fund,  LP,  dated  January 9, 2004 (filed as Exhibit 10.16 to the
     Registrant's  SB-2  filed  on  January  28, 2004 and incorporated herein by
     reference).

10.3 Placement Agent Agreement between the Registrant, Dutchess Private Equities
     Fund, LP, and Charleston Capital Securities dated January 9, 2004 (filed as
     Exhibit  10.17  to  the  Registrant's  SB-2  filed  on January 28, 2004 and
     incorporated  herein  by  reference).

10.4 Consulting  Agreement  between  the  Registrant  and W. Scott McBride dated
     January  15,  2004  (filed as exhibit 99.1 to the Registrant's S-8 filed on
     Feburary  3,  2004  and  incorporated  herein  by  reference).

10.5 Corporate  Consulting  Agreement  between  the  Registrant  and Theodore J.
     Smith,  Jr.  dated  January  28,  2004  (filed  as  exhibit  99.2  to  the
     Registrant's  S-8  filed  on  Feburary  3,  2004 and incorporated herein by
     reference).

10.6 Consulting  Agreement  between  the  Registrant  and  Mike DeGirolamo dated
     January  5,  2004  (filed  as exhibit 99.3 to the Registrant's S-8 filed on
     Feburary  3,  2004  and  incorporated  herein  by  reference).

10.7 Consulting Agreement between the Registrant and Jeff Teischer dated January
     5, 2004 (filed as exhibit 99.4 to the Registrant's S-8 filed on Feburary 3,
     2004  and  incorporated  herein  by  reference).

10.8 Consulting Agreement between the Registrant and David Taylor dated December
     12,  2003  (filed as exhibit 99.5 to the Registrant's S-8 filed on Feburary
     3,  2004  and  incorporated  herein  by  reference).

10.9 Consulting  Agreement between the Registrant and Pablo Oliva dated November
     12,  2003  (filed as exhibit 99.6 to the Registrant's S-8 filed on Feburary
     3,  2004  and  incorporated  herein  by  reference).

10.10  Consulting  Agreement  between  the  Registrant  and  Tommy Hollman dated
     January  27,  2004  (filed as exhibit 99.7 to the Registrant's S-8 filed on
     Feburary  3,  2004  and  incorporated  herein  by  reference).

10.11  Compensation Agreement between the Registrant and W. Scott McBride, David
     Rasumssen,  James  H.  Gilligan  and Scott Gallagher dated January 29, 2004
     (filed  as  exhibit  99.8 to the Registrant's S-8 filed on Feburary 3, 2004
     and  incorporated  herein  by  reference).

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

31.2 Certification of the 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.



B.  REPORTS  ON  FORM  8-K

We  filed  a  report  on  Form  8-K  on March 31, 2004 to report a change in our
independent  accountant.

                                   SIGNATURE

In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly  authorized.

                                FTS  GROUP,  INC.



Date:  June 1,  2004             By:  /s/  Scott  Gallagher
                                       -------------------------------
                                       Scott  Gallagher,  Chairman and
                                       Chief  Executive  Officer