FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                  For the quarterly period ended June 30, 2002

                                       OR

[]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

      For the transition period from _______________ to __________________


                         Commission File Number 0-24829
                                                -------

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



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



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


                                 (215) 369-9979
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X      No
                                      ---       ---

The number of shares outstanding of each of Issuer's classes of common equity as
of August 19, 2002 is set forth below:

Common Stock, par value $.001                                      11,149,284
-----------------------------                                   ----------------
      Title of Class                                            Number of Shares


Transitional Small Business Disclosure Format   Yes        No X
                                                   ---       ---
<PAGE>



                                FTS Apparel, Inc.

                                      Index


                                     Part I
                                     ------

                                                                           Page
                                                                           ----

Item 1.  Financial Statements

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

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

         Statements of Cash Flows for the Six Months Ended .
         June 30, 2002 and 2001 (unaudited)                                  3

         Notes to Financial Statements (unaudited)                           4

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


                      Part II

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


         Signatures
                                                                             9

                                        i
<PAGE>

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


                                     ASSETS

CURRENT ASSETS
      Cash                                                          $       380
                                                                    ===========



                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses                         $     9,101
      Accounts payable and accrued expenses - related parties            95,588
      Operating advances from officer                                     6,284
      Lease settlement payable                                           27,983
                                                                    -----------

                 Total current liabilities                              138,956
                                                                    -----------


STOCKHOLDERS' (DEFICIT)
      10% Convertible preferred stock, Series A, $0.01 par value,
        150,000 shares authorized, 50,000 shares issued
        and outstanding                                                  50,000
      Preferred stock, $0.01 par value, 4,850,000 undesignated
        shares authorized                                                  --
      Common stock, $0.001 par value, 25,000,000 shares
        authorized, 11,149,284 shares issued and outstanding             11,149
      Additional paid in capital                                      4,522,292
      Deferred compensation                                            (160,000)
      Accumulated (deficit)                                          (4,562,017)
                                                                    -----------

                                                                       (138,576)
                                                                    -----------

                                                                    $       380
                                                                    ===========

   The notes to financial statements are an integral part of these statements

                                        1
<PAGE>

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


                                                                THREE MONTHS ENDED              SIX MONTHS ENDED
                                                           -----------------------------   -----------------------------
                                                           JUNE 30, 2002   JUNE 30, 2001   JUNE 30, 2002   JUNE 30, 2001
                                                           ------------    ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>             <C>
 REVENUES
     Sales of merchandise                                  $       --      $    212,897    $       --      $    330,940
     Trade agreements                                              --             1,235            --             4,665
                                                           ------------    ------------    ------------    ------------
                                                                   --           214,132            --           335,605

 COST OF GOODS SOLD                                                --           224,222            --           318,137
                                                           ------------    ------------    ------------    ------------

 GROSS PROFIT                                                      --           (10,090)           --            17,468
                                                           ------------    ------------    ------------    ------------

 GENERAL AND ADMINISTRATIVE EXPENSES
     Settlement of lease obligation                                --              --           135,234            --
     Non-cash stock compensation                                   --              --            52,000            --
     Selling, general and administrative expenses                68,909         283,555         121,135         649,435
                                                           ------------    ------------    ------------    ------------
                                                                 68,909         283,555         308,369         649,435
                                                           ------------    ------------    ------------    ------------

 (LOSS) FROM OPERATIONS                                         (68,909)       (293,645)       (308,369)       (631,967)
                                                           ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
     Interest income                                               --               957            --             3,280
     Interest expense                                              --              --              --              (213)
     Loss on write-down of inventory                               --              --              --           (80,000)
                                                           ------------    ------------    ------------    ------------
                                                                   --               957            --           (76,933)
                                                           ------------    ------------    ------------    ------------

NET (LOSS)                                                 $    (68,909)   $   (292,688)   $   (308,369)   $   (708,900)
                                                           ============    ============    ============    ============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING
    (BASIC AND DILUTED)                                      11,149,284       8,598,451      10,643,188       8,550,951
                                                           ============    ============    ============    ============

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)            $      (0.01)   $      (0.03)   $      (0.03)   $      (0.08)
                                                           ============    ============    ============    ============
</TABLE>

   The notes to financial statements are an integral part of these statements

                                        2
<PAGE>

<TABLE>
                                FTS APPAREL, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>



                                                                  SIX MONTHS ENDED
                                                               ----------------------
                                                                JUNE 30,     JUNE 30,
                                                                  2002        2001
                                                               ---------    ---------
<S>                                                            <C>          <C>
OPERATING ACTIVITIES
         Net cash (used in) operating activities               $ (50,140)   $(312,190)
                                                               ---------    ---------

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

FINANCING ACTIVITIES
     Operating advance from officer                                6,284         --
     Payment of preferred dividends                                 --         (1,411)
                                                               ---------    ---------
         Net cash provided by (used in) financing activities       6,284       (1,411)
                                                               ---------    ---------

         Net (decrease) in cash                                  (43,856)    (316,541)

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

CASH AT END OF PERIOD                                          $     380    $  10,884
                                                               =========    =========
</TABLE>


   The notes to financial statements are an integral part of these statements.

                                        3

<PAGE>

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


(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
("GAAP") for interim  financial  information  and Item 310(b) of Regulation S-B.
They do not include all of the  information  and footnotes  required by GAAP for
complete  financial  statements.  In the opinion of management,  all adjustments
(consisting only of normal  recurring  adjustments)  considered  necessary for a
fair presentation have been included.

The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative  of the results to be  expected  for the full year.  These  financial
statements should be read in conjunction with the audited  financial  statements
of the  Company  as of  December  31,  2001 and for the two  years  then  ended,
including notes thereto, included in the Company's Form 10-KSB.

(2)  Earnings Per Share

The Company  calculates  net earnings  (loss) per share as required by SFAS 128,
"Earnings per Share." Basic earnings  (loss) per share is calculated by dividing
net income (loss) by the weighted  average  number of common shares  outstanding
for the period.  Diluted earnings (loss) per share is calculated by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents were not considered as their effect would be anti-dilutive.

(3)  Reclassifications

Certain  amounts  from the six months ended June 30, 2001  financial  statements
have been reclassified to conform to the current period presentation.

(4)  Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal  course of  business.  For the six months ended June 30, 2002 the Company
incurred  a net loss of  $308,369  and has  working  capital  and  stockholders'
deficits of $138,576 at June 30, 2002.

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

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.

                                        4
<PAGE>


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


(5)  Stockholders' (Deficit)

On January 5, 2002 the Company  issued  433,333 shares of common stock valued at
$43,333 pursuant to the lease  settlement  agreement (Note 6). These shares were
valued at their fair market  value on the date the  Company  agreed to issue the
shares.

On January 7, 2002 the Company issued  1,200,000 shares of common stock pursuant
to a 2-year  employment  agreement  with its new President  and Chief  Executive
Officer.  These  shares were  valued at their fair market  value on the date the
Company agreed to issue the shares. As of June 30, 2002 the Company had recorded
$90,000 as deferred  compensation for services to be received through January 6,
2004.

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

On February 1, 2002 the Company  issued 500,000 shares of common stock valued at
$70,000 for services to be performed beginning September 2002. These shares were
valued at their fair market  value on the date the  Company  agreed to issue the
shares and will be  adjusted  for  changes in fair  market  value at  subsequent
measurement  dates.  As of June 30,  2002 the Company  had  recorded  $70,000 as
deferred compensation for services to be received through September 2003.

(6)  Lease Settlement

On January 5, 2002, the Company entered into a lease  settlement  agreement with
the former  President  whereby,  for forgiving a one-year  lease  obligation for
office space, the former President received the following:  (i) all cash on hand
at January 5, 2002, (ii) assignment of all equipment and inventory  remaining in
the office,  (iii)  assignment  of all  uncollected  accounts  receivable  as of
January 5, 2002, (iv) issuance of 433,333 shares of common stock, (v) accrual of
interest on the remaining balance at the rate of 12% per annum, and (vi) on June
5, 2002 settlement of any remaining balance, estimated at $27,983 as of June 30,
2002, in the form of common stock at an assigned  value of $0.03 per share.  Any
difference  between the fair market  value of the common  stock and the assigned
value will be recorded  as an expense.  As of the date of the filing of the June
30, 2002 10QSB, no common stock has been issued to settle the remaining balance.

                                        5
<PAGE>


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

Introduction

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

Results of Operations

     For the six months ended June 30, 2002, we realized a net loss of $308,369,
or $.03 per share, on no revenue. This compares to a loss of $631,967 on revenue
of $335,605 for the first six months of 2001. Results for the three months ended
June  30,  2002  were a loss of  $68,909  on no  revenue  compared  to a loss of
$293,645 on revenue of $214,132 for the second quarter of 2001. Thus, our losses
for the  three  and six  months  ended  June  30,  2002  were  reduced  from the
comparable  periods of 2001,  even  though we had no revenue  during the current
year.

     We were  essentially  dormant during the first six months of 2002, while we
continue  investigation  of  opportunities  to convert  our  historical  apparel
business to an  e-commerce  model and to supplement  our existing  business with
operations  in other  industries.  Our revenue and results of operation  for the
first  six of  months  of 2001,  and in fact all of 2001,  were  unsatisfactory,
prompting us to refocus our business. We have commenced development of a new web
site to market our apparel  products  over the  Internet,  but the site is still
incomplete.  We anticipate that it will be completed in the third quarter of the
current fiscal year.

     During the second quarter of 2002, we continued to incur  relatively  minor
administrative  expenses.  We had no cost of sales,  as we had no  revenue.  Our
expenses  were  further  reduced  from the first  quarter  of this  year,  as we
eliminated  some  special  expenses  associated  with our former  operations  in
Colorado.  As a result of these reductions and our reduced  operations,  general
and administrative expenses for the second quarter of 2002 were reduced $214,646
from the first quarter of 2001. General and adminstrative  expenses were reduced
a total of  $341,066  during the first six months of this year  compared  to the
comparable period of 2001.

     Other than  incidental  expenses  primarily  associated  with our reporting
obligation as a public  company and the  compensation  to our CEO,  expenses are
very minor. Rent and other overhead are very minor, and are expected to continue
in that fashion until we identify an operating  business to organize or acquire.
Our largest expense is the salary accrued for our Chief Executive Officer.

                                        6
<PAGE>


Liquidity and Capital Resources

     Our capital and  liquidity  position at June 30, 2002  continued to decline
from December 31, 2001. Working capital at June 30, 2002 decreased $198,036,  or
333%, from year-end December 31, 2001. At June 30, 2002, we had substantially no
cash, no other current assets and no current source of capital. We also reported
a negative  shareholders'  equity,  which means that our total  assets were less
than our total  liabilities  and our  shareholders  would receive nothing in the
event of a liquidation.  Our current  liabilities of $138,956  consist mainly of
accrued salary to our CEO and accounts payable to our vendors, including service
professionals  who assist with our  reporting  obligations.  We believe that our
continued  existence is dependent on our ability to raise additional capital and
to achieve profitable operations.

     Our  operations  used  $50,140 of cash during the first six months of 2002.
This cash was spent primarily on payment of general and administrative expenses,
discussed  above.  In the  process of paying  those  expenses,  we  extinguished
substantially  all of our cash and relied in part on a  short-term  advance from
our CEO to fund cash requirements. In the future, we hope to obtain funding from
equity sales,  although no firm  commitments have been made. We believe that the
success of any future  financings will depend in part on our success in building
a business model which is attractive to third parties.

Cautionary Note Regarding Forward-Looking Statements

     In connection  with the safe harbor  provisions  of the Private  Securities
Litigation  Reform  Act of 1995  (the  "Reform  Act"),  the  Company  is  hereby
providing cautionary  statements  identifying important factors that could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking  statements  (as such term is defined in the Reform Act) made by
or on behalf of the  Company  herein or  orally,  whether in  presentations,  in
response to questions or otherwise.  Factors that could cause actual  results to
differ materially include, among others set forth in the Company's Annual Report
on Form 10-KSB,  the following:  acceptability of the Company's  products in the
retail market place, general economic conditions,  receipt of sufficient working
capital,  our  success  in  identifying  and  acquiring  one or more  successful
businesses and the overall state of the retail clothing industry.  Most of these
factors are outside the control of the Company.  Any statements that express, or
involve discussions as to expectations,  beliefs, plans, objectives, assumptions
or future events or performance (often, but not always, through the use of words
or phrases such as "will  result",  "are  expected  to",  "will  continue",  "is
anticipated",  "estimated", "projection" and "outlook") are not historical facts
and,   accordingly,   such  statements  involve  estimates,   assumptions,   and
uncertainties  which could cause actual results to differ  materially from those
expressed in the forward-looking statements.

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

                                        7
<PAGE>


                           Part II: Other Information


Item 6: Exhibits and Reports on Form 8-K

          A.   Exhibits.

               99.1  Chief  Executive   Officer  and  Chief  Financial   Officer
               certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002.

          B.   Reports on Form 8-K

               None.

                                        8
<PAGE>


                                   SIGNATURES


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


                                    FTS APPAREL, INC.



Date:  August 20, 2002              By: /s/ Scott Gallagher
                                       -----------------------------
                                       Scott Gallagher, President
                                       (Principal Financial Officer)

                                        9