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

                                  FORM 10-QSB/A

                                   (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, 2005

     [ ] 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)

                                 (813) 600-3600
                                 --------------
                           (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  [  ]

As  of  March  31,  2005,  we  had  54,877,195 shares of common stock, par value
$0.001,  outstanding.

Transitional  Small  Business  Disclosure  Format  (check one): Yes [ ] No [ X ]

                                 FTS GROUP, INC.


                                TABLE  OF  CONTENTS
PART  I.  FINANCIAL  INFORMATION
--------------------------------
Item  1.  Financial  Statements-Unaudited.                                     2


Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.   10


Item  3.  Controls  and  Procedures.                                          12



PART  II.  OTHER  INFORMATION
----------------------------
Item  1.  Legal  Proceedings.                                                 12


Item  2.  Unregistered Sales of Equity Securities and Use of Proceeds.        12


Item  3.  Defaults  Upon  Senior  Securities.                                 13


Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.        13


Item  5.  Other  Information.                                                 13


Item  6.  Exhibits  and  Reports  on  Form  8-K.                              13



                         PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

Consolidated  Financial  Statements  (unaudited)                            Page


Balance  Sheets  -  March  31,  2005                                           2


Statements  of  Operations                                                     3

Three  months  ended  March  31,  2005  and  2004

Statements  of  Cash  Flows
Three  months  ended  March  31,  2005  and  2004                              4


Notes  to  Consolidated  Financial  Statements
March  31,2005  and  2004                                                      5

                                        1

<TABLE>
<CAPTION>


FTS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2005
(UNAUDITED)

<S><C>                                                     <C>

                                                                    2005
ASSETS

CURRENT ASSETS
  Cash                                                                 736
  Accounts receivable                                              211,819
  Inventory                                                         54,134
  Prepaid Expenses                                                  27,272
                                                          -----------------
    Total current assets                                           293,961
                                                          -----------------

PROPERTY AND EQUIPMENT, NET                                        201,542
                                                          -----------------
OTHER ASSETS
  Investment in private entity                                       7,500
  Deposits                                                          20,489
                                                          -----------------
    Total other assets                                              27,989
                                                          -----------------
                                                                   523,492
                                                          =================




LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                            228,040
  Notes payable - individuals                                        3,250
  Notes payable  - related parties                                   1,867
  Note payable-Dutchess Private Equities Fund
   Net  of  debt  discount,  $7,516  at  March  31,2005             35,907
                                                          -----------------
    Total current liabilities                                      269,064
                                                          -----------------


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
  Common stock, $0.001 par value, 150,000,000 shares
   authorized, 54,877,195 issued and outstanding
   at March 31, 2005                                                54,877

  Additional paid in capital                                     9,335,064
  Accumulated deficit                                           (9,079,513)
                                                          -----------------
                                                                   310,428
  Less: Stock subscription receivable                             (56,000)
                                                          -----------------
    Total stockholders' equity                                     254,428
                                                          -----------------
                                                                   523,492
                                                          =================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
                                        2
<TABLE>
<CAPTION>




FTS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
-----------
<S><C>                                                        <C>           <C>

                                                                  2005           2004
                                                              ------------  ------------

 REVENUES

   Sales , Net                                                   $303,970      $181,335
                                                              ------------  ------------

 COST OF GOODS SOLD                                               135,518       143,134
                                                              ------------  ------------

 GROSS PROFIT                                                     168,452        38,201
                                                              ------------  ------------

 GENERAL AND ADMINISTRATIVE EXPENSES

    Selling, general and administrative expenses                  755,327       907,906
                                                              ------------  ------------

 LOSS FROM OPERATIONS                                            (586,875)     (869,705)
                                                              ------------  ------------

OTHER INCOME (EXPENSE)

  Interest expense                                               (184,112)             -
                                                              ------------  ------------


NET LOSS                                                         (770,987)     (869,705)
                                                              ------------  ------------


PER SHARE INFORMATION:

WEIGHTED AVERAGE SHARES OUTSTANDING

  (BASIC AND DILUTED)                                          47,575,884    19,169,673
                                                              ------------  ------------

NET LOSS PER COMMON SHARE (BASIC AND DILUTED)                      $(0.02)       $(0.05)
                                                              ------------  ------------


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>
                                        3
<TABLE>
<CAPTION>


FTS GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
-----------

<S>                                               <C>          <C>


                                                       2005        2004
                                                  ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Loss                                        $(770,987)  $(869,705)
                                                  ----------  ----------
  Adjustments to reconcile net loss to net cash
     used in operating activities
      Depreciation                                    8,077       2,775
                                                  ----------  ----------
      Issuance of common shares for services        294,350     643,450
                                                  ----------  ----------
      Decrease in deferred compensation                   -      42,300
                                                  ----------  ----------
      Amortization of debt discount                 180,877           -
                                                  ----------  ----------
      Changes in operating assets and liabilities
        Increase in accounts receivable            (124,334)    (34,144)
                                                  ----------  ----------
        Increase in inventories                      (9,136)     (2,763)
                                                  ----------  ----------
        Decrease in prepaid expenses                  8,158           -
                                                  ----------  ----------
        (Increase) Decrease in other assets          (1,000)      4,005
                                                  ----------  ----------
        Increase in accounts payable
        and accrued expenses                               -           -
                                                  ----------  ----------
          and accrued expenses                       45,682     40,813
                                                  ----------  ----------

  Net cash used in operating activities            (368,313)   (173,269)
                                                  ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                (85,064)     (3,561)
                                                  ----------  ----------

  Net cash  used in investing activities            (85,064)     (3,561)
                                                  ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of loans from related parties                  -      15,403
                                                  ----------  ----------
  Repayment of loans from related parties          (159,815)          -
                                                  ----------  ----------
  Proceeds from issuance of stock                   713,460     297,142
                                                  ----------  ----------
  Repayment of convertible debenture                (26,876)   (104,139)
                                                  ----------  ----------
  Proceeds from stock issued under equity line      270,994           -
                                                  ----------  ----------
  Proceeds from Note Payable-Dutchess Private
    Equities Fund, II, LP                           500,000           -
                                                  ----------  ----------
  Repayments to Note Payable-Dutchess Private
    Equities Fund, II, LP                          (817,599)          -
                                                  ----------  ----------
  Repayments of loans from individuals              (34,000)
                                                  ----------  ----------


  Net cash provided by financing activities         446,164     208,406
                                                  ----------  ----------
Net (decrease)  increase in cash                     (7,213)     31,576

Cash, beginning of period                             7,949       6,887
                                                  ----------  ----------
Cash, end of period                                    $736     $38,463
                                                  ----------  ----------
</TABLE>

<TABLE>
<CAPTION>

                                        4

SUPPLEMENTARY  DISCLOSURES  OF  CASH  FLOW  INFORMATION:
--------------------------------------------------------

<S><C>                                                                    <C>      <C>

                                                                           2005      2004
Cash paid during the year for:
  Interest expense                                                        $33,715        -
                                                                          ------- --------



SUPPLEMENTARY DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued in exchange for long-term debt                               $73,617        -
                                                                          ------- --------

Stock issued as loan inducements                                          $38,462        -
                                                                          ------- --------
Stock issued in payment of accounts payable and
accrued expenses                                                          $77,365        -
                                                                          ------- --------
Stock subscription receivable                                             $56,000        -
                                                                          ------- --------
<FN>


          SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
</TABLE>


                         FTS Group, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

                              NATURE OF OPERATIONS
                              --------------------

FTS Group, Inc. (the "Company"), was incorporated under the laws of the State of
Nevada.  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.

                                        5

                           PRINCIPLES OF CONSOLIDATION
                           ---------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiary:  FTS Wireless, Inc. All significant inter-company
transactions  and  balances  have  been  eliminated  in  consolidation.

                              BASIS OF PRESENTATION
                              ---------------------

The  accompanying  unaudited  interim financial statements have been prepared in
accordance  with  Accounting Principles Generally Accepted ("GAAP")in the United
States of America for interim financial information and with the instructions to
Form  10-QSB.  Accordingly  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.
In  the  opinion  of management, all adjustments (consisting of normal recurring
adjustments)  considered  necessary  for a fair presentation have been included.

Results  for  the  three  months  ended March 31, 2005 are not indicative of the
results  that  may  be  expected  for  the  year  ending  December  31,  2005.

As  contemplated  by  the  Securities  and Exchange Commission, these statements
should be read in conjunction with consolidated financial statements and related
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year  ended  December  31,  2004.

                                USE OF ESTIMATES
                                ----------------
The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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 revenue and expenses during
the  reporting  period.  Actual  results  could  differ significantly from those
estimates.  The  Company  considers  its  calculation  for  the  reserve  for
charge-backs  to  be  a  significant estimate and it is reasonably possible that
this  estimate  could  change  in  the  near  term.

INVENTORIES

Inventories,  which  consist  of  cellular  phones  and related accessories, are
stated  at  the  lower  of  cost  (determined on a first in first out method) or
market  value.

PROPERTY  AND  EQUIPMENT

Property and equipment are recorded at cost. Maintenance and repairs are charged
to  expense  when  incurred; major renewals and betterment are capitalized. When
property  or  equipment  is  sold  or  retired, the related cost and accumulated
depreciation  is  removed  from the accounts and any gain or loss is included in
the  results  of  operations. Depreciation is calculated using the straight line
method  over  the  estimated  useful lives of the respective assets ranging from
three  to  five  years.

DEBT  DISCOUNT

Costs  incurred  with  parties who are providing actual financing, which include
the  value  of  loan  premiums  and  stock are reflected as debt discount. These
discounts  are  generally  amortized  over  the  life  of  the  related  debt.
Amortization expense related to these discounts approximated $181,000 and $0 for
the  three  months  ended  March  31,  2005  and  2004,  respectively.

FINANCIAL  INSTRUMENTS

Fair  value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of March 31, 2005 and 2004.
The  respective carrying value of certain on-balance-sheet financial instruments
approximated  their  fair  values.  These  financial  instruments  include cash,
accounts payable, accrued expenses and notes payable. Fair values are assumed to
approximate  carrying  values  for  these financial instruments because they are
short term in nature, or are receivable or payable on demand, and their carrying
amounts  approximate  fair  value.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

The  Company  reviews its long-lived assets including property and equipment and
its  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 its
long-lived  assets, the Company evaluates 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.

                                        6

NET  LOSS  PER  COMMON  SHARE

Basic  net  loss  per  common share was computed by dividing the net loss by the
weighted  average number of common shares outstanding for the three months ended
March 31, 2005 and 2004, the effect of including common stock equivalents in the
calculation of net loss per share would be anti-dilutive. Therefore, outstanding
common  stock  equivalents  have not been included in the calculation of the net
loss per share. As a result, basic net loss per share is the same as diluted net
loss  per  share  for  the  three  months  ended  March  31,  2005  and  2004.

STOCK-BASED  COMPENSATION

The  Company  accounts  for  equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to  other  than  employees  based  on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more  reliably  measurable. The Company accounts for stock based compensation in
accordance  with  SFAS  123,  "Accounting  for  Stock-Based  Compensation."  The
provisions  of  SFAS  123  allow  companies to either expense the estimated fair
value  of  stock options or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees"  ("APB  25")  but disclose the pro forma effects on net income (loss)
had  the  fair  value  of  the options been expensed. The Company has elected to
continue  to  apply  APB  25 in accounting for its stock option incentive plans.

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  the cost of sales. The Company also recognizes revenue
from  the  sale and activation of wireless handsets at the time of activation or
sale.

ACCOUNTS  RECEIVABLE

Accounts  receivable  are  uncollateralized  customer  obligations due under the
normal  trade  terms  requiring payment within 45 days, depending on contractual
terms.  Customer  account  balances  with  invoices  dated  over 90 days old are
considered delinquent. Unpaid accounts do not bear interest. Accounts receivable
are stated at the amount billed to the customer. Payments of accounts receivable
are  allocated  to  the specific invoices identified on the customers remittance
advice  or  if  unspecified,  are  applied  to  the  earliest  unpaid  balance.

The  carrying  amount of accounts receivable is reduced by a valuation allowance
that  reflects  management's  best  estimates  of  the  amounts that will not be
collected. Management individually reviews all accounts receivable balances that
exceed  90  days  from  the  invoice  date and based on an assessment of current
credit worthiness estimates the portion, if any, of the balance that will not be
collected.

INCOME  TAXES

Deferred  income  tax assets and liabilities are determined based on differences
between  the  financial  statement  reporting  and  the  tax basis of assets and
liabilities and are measured using the enacted tax rate and laws that will be in
effect  when  the  differences  are  expected to reverse. The measurement of the
deferred  income  tax  assets is reduced, if necessary, by a valuation allowance
for  any  tax  benefits  that  are  not  expected  to be realized. The effect on
deferred  income  tax  assets  and  liabilities  of a change in the tax rates is
recognized  in  the  period  that  such  rate  changes  are  enacted.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  December  2004, the FASB issued Statement of Financial Accounting Standards,
or SFAS, No. 123R "Share-Based Payment." SFAS No. 123R establishes standards for
the  accounting  for  transactions  in  which  an  entity  exchanges  its equity
instruments  for  goods  or  services.  This  Statement  focuses  primarily  on
accounting  for  transactions  in  which  an entity obtains employee services in
share-based  payment transactions. SFAS No. 123R requires that the fair value of
such  equity instruments be recognized as an expense in the historical financial
statements  as  services are performed. SFAS 123R, replaces SFAS 123, Accounting
for  Stock  Based  Compensation and Supercedes APB opinion No.25, Accounting for
Stock Issued to Employees. This guidance is effective as of the first interim or
annual  reporting  period after December 15, 2005 for Small Business Filers. The
adoption  of  SFAS  123  (R)  is  not  expected to have a material effect on our
financial  position  or  operations.


                                        7



In  December  2004,  the  FASB  issued  SFAS  No. 153, "Exchanges of Nonmonetary
Assets,  an  Amendment  of  APB  Opinion  No.  29."  The  guidance in Accounting
Principles  Board  ("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  APB  Opinion No. 29, however, included certain exceptions to that principle.
SFAS  No.  153  amends  APB  Opinion  No.  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. The provisions of SFAS No. 153 will be applied prospectively to
nonmonetary  asset  exchange  transactions  in fiscal year 2006. The adoption of
SFAS  No.  153  is  not  expected  to  have  a  material effect on the Company's
financial  position  or  results  of  operations.

In  November  2004,  the FASB issued SFAS No. 151 (SFAS 151), "Inventory Costs".
SFAS  151  amends ARB No. 43, Chapter 4. This statement clarifies the accounting
for  abnormal  amounts  of  idle  facility expense, freight, handling costs, and
wasted  material  (spoilage).  SFAS 151 is the result of a broader effort by the
FASB  and  the IASB to improve financial reporting by eliminating certain narrow
differences  between  their  existing  accounting  standards.  This statement is
effective  for inventory costs incurred during fiscal years beginning after June
15,  2005.  The  adoption  of  SFAS  151  will not have a material impact on the
results  of  operations  or  financial  position  of  the  Company.

NOTE  2  GOING  CONCERN
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  and  commitments  in  the  normal  course  of  business.

At  March  31,  2005 the Company continues to incur losses. For the three months
ended  March  31,  2005,  the  Company  incurred  a  net loss of $770,987. These
financial conditions of the Company raise substantial doubt about its ability to
continue  as  a  going  concern.  As  part  of management's plans, management is
seeking  to  raise  additional  capital  to  execute  its  business  plans.

The  Company  will have to raise additional funds, either through debt or equity
offerings,  in  order  to  implement  its  business  expansion  and  acquisition
strategies.  The  Company  has  engaged  professional advisors for this purpose.
There can be no assurance that the Company will be successful in its attempts to
raise  additional  capital  and  become profitable or maintain itself as a going
concern.

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

NOTE  3  PROPERTY  AND  EQUIPMENT

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


Office  furniture,  fixtures  and  equipment       $233,397

Less:  accumulated  depreciation                    (31,855)
                                                    --------
Net  property  and  equipment                      $201,542
                                                    ========

Depreciation  expense  for  the  three  months ended March 31, 2005 and 2004 was
$8,077  and  $2,775  respectively.

NOTE  4  STOCK  FOR  SERVICES

During  January  2005,  the  Company issued 2,030,000 shares of common stock for
services  pursuant  to  a  Form S-8 registration. The shares were valued at fair
market  on the date it was agreed that the shares would be issued. The non-stock
compensation  expense  of  $294,350  has  been  charged to operations during the
period  and  reported  under  Selling,  General  and  Administrative  Expenses.

NOTE  5  FINANCING  ACTIVITIES
During  the  three  months  ended  March 31, 2005, the Company issued 10,675,000
shares  of common stock to a group of accredited investors in private placements
at  an  average price of $.08 per share for gross proceeds of $769,460 after 10%
commission  and  3%  expense fee. In accordance with the subscription agreement,
the investors will receive 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  $0.08  and  B 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.

                                        8

During  the  three  months ended March 31, 2005, $51,017 worth of debentures was
converted  into  522,086  shares  of stock relating to the Company's convertible
debenture  with  Dutchess  Private  Equities Fund. The convertible debenture was
fully  extinguished  during  the  period.

During  the  three  months  ended March 31, 2005, 2,085,426 shares of stock were
issued relating to the Company's equity line of credit for proceeds of $270,994.
Funds  were  used  to  repay  outstanding  notes.

As  of  March  31,  2005  there  was  a  $56,000 receivable due from an investor
relating to stock issued for the private placement. The receivable was collected
in  April  of  2005.

NOTE  6  NOTE  PAYABLE  -  DUTCHESS  PRIVATE  EQUITIES  FUND

The  Company signed a short-term note payable to Dutchess Equities Fund, II L.P.
in the amount of $500,000 plus a $100,000 premium. The note, dated January 10th,
2005  matures  on  August 10,2005. The note bears interest at 12% per annum. The
note  carries  certain  restrictions  relating  to  additional  financing  and
registration  rights  to certain shares issued to Dutchess. As of May 5th, 2005,
the  note  and  interest  have  been  paid  in  full.

The  note  contained a stipulation that the Company would deliver 500,000 shares
of  common stock with "Piggy-Back" registration rights. In addition, the Company
issued  250,000 shares of restricted common stock in March 2005 relating to loan
inducements  for  a  loan  in  2004.

NOTE  7  EQUITY  LINE  OF  CREDIT
The  Company  maintains  an equity line of credit with Dutchess Private Equities
Fund.  The  Company  may  cancel  this line of credit at any time. The agreement
provides  for  a  maximum  of  $6,000,000 with 15,000,000 shares of common stock
registered  and  available  to repay credit line advances. As of March 31, 2005,
10,759,705 shares remain available under the terms of the equity line agreement.
Shares are convertible based on 93% of the three day average of the lowest three
out  of  five  days  subsequent  to  a  put  for  funds.

NOTE  8  NOTES  PAYABLE  RELATED  PARTY  AND  INDIVIDUALS

During  the  year ended December 31, 2004 the Company received loans from two of
its  officers  and  directors totaling $195,000 with an interest rate of 12% per
annum.  The  funds  were primarily used to finance acquisitions and to pay loans
with  Dutchess  Private  Equities  Fund.

The  notes  contained  a  stipulation  that each officer would receive shares of
stock  as  an inducement to provide the financing. Combined restricted shares of
932,500  were  issued  to  the  officers  and  directors  in  March  2005.

Outstanding  Notes  Payable  at  March  31,  2005  consisted  of:

Unsecured  outstanding  demand  note with interest at 8% per annum payable to an
individual  investor  in  the  amount  of  $3,250.

Unsecured  outstanding  demand  note with interest at 8% per annum payable to an
officer  in  the  amount  of  $1,867.

NOTE  9  CONTINGENCIES

The  Company  did  not have liability and workers compensation insurance for the
three  month  period  ended March 31, 2005. The Company is currently negotiating
renewals  of  its  liability  and  workers compensation policies and anticipates
securing  the  necessary  policies.

NOTE  10  WARRANTS  AND  OPTIONS

The  Company has a Non-Qualified Stock Option and Stock Grant Plan (the "Plan"),
adopted  in July 1997.For the three months ended the Company has not granted any
options  and currently intends to cancel the plan. 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 in 2004 and 2003
because  all of the options were granted and fully vested prior to 2003. Changes
in  options  outstanding  under  the  plan  are  summarized  as  follows:


                           Number  of  shares       Weighted  Average
                                                    Exercise  Price
                           -----------------        ---------------
Outstanding at December
31, 2004                        598,000                $   1.50
                           ----------------         ---------------
Granted                            -                         -
Exercised                          -                         -
Forfeited                          -                         -
Outstanding  at  March  31,
 2005                           598,000                $   1.50
                            ---------------         ---------------
                                        9

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  March  31,  2005:

During  the three months ended March 31, 2005 the Company had 3,000,000 warrants
outstanding  relating to a dividend declared to stockholders of record on August
27,  2004.  In accordance with the subscription agreement relating to the recent
private  placement  the  Company  issued  the following warrants. Investors will
receive 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 $0.08
and  B 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
                                     Price        Shares
                                     ==========  =========

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  and  B  Warrants)      28,987,500  $.08/$.12
                                    ----------  ---------


NOTE  11  CONCENTRATIONS  OF  CREDIT  RISK
The  Company's  concentrations  of  credit  risk consist principally of Accounts
Receivable  and  Accounts  Payable.  The  Company purchases approximately 90% of
their  wireless  handsets  and  other  supplies  from  two vendors who represent
approximately  71%  of  accounts  payable at March 31, 2005. Additionally, these
same two vendors are also major customers of the Company who provide over 94% of
revenue,  and  represent  100%  of  accounts  receivable  at  March  31,  2005.

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 ended December 31, 2004 and a comparison of the results
of  operations  for the three months ended March 31, 2005 and the same period in
2004.  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,  2004.

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  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.





                                        10


OVERVIEW

We  focus  on  developing,  investing  in,  and  acquiring  cash-flow  positive
businesses and viable business projects primarily in the wireless and technology
industries.  As  of  the  end  of  March  2005,  we operated a total of 8 retail
wireless locations; we lease four locations in Tampa, FL, one in St. Petersburg,
FL,  one  in  Brandon,  FL,  one  in  Lutz,  FL,  and  one  in  Clearwater,  FL.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

In  December,  2001,  the  SEC issued a cautionary advice 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:

The  Company  reviews its long-lived assets including property and equipment and
its  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 its
long-lived  assets, the Company evaluates 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.

Results  of  Operations

Sales  revenue  for the three months ended March 31, 2005 increased $122,635, or
68%,  to  $303,970, as compared to $181,335 for the period ended March 31, 2004.
The  increase  in  sales  revenue  was  primarily related to the acquisition and
development  of  new  retail outlets and an increased focus on post pay wireless
activations.

Even  with  a  68%  increase in revenue, Cost of Goods Sold for the period ended
March 31, 2005, decreased by $7,616 to $135,518, as compared to $143,134 for the
period ended March 31, 2004. The decrease in Cost of Goods Sold is primarily due
to  economies  of  scale  related  to  wireless  handset  purchasing.

Gross profits increased by $130,251 from $38,201 in 2004 to $168,452 in 2005 and
as a percentage of sales increased from 21% to 55%. The increase in gross profit
margins  are  directly  attributed  to the successful launch of our new wireless
superstore  in February. The location restructuring completed by management over
the past six months resulting in the closure of three under performing locations
and  improved  operational  execution  resulting  in three consecutive months of
increases  in  the  sale  and  activation  of  new  wireless  handsets.

Selling,  General  and  Administrative  for  the  period  ended  March 31, 2005,
decreased  $152,579  to  $755,327,  as compared to $907,906 for the period ended
March  31, 2004. The decrease in Selling, General and Administrative expense was
due  to  a  number  of  factors  including,  a  decrease  in  consulting  fee's,
professional  fee's  and  investor  relations  fee's.  We  anticipate  further
reductions  in  the  areas  mentioned  above  throughout  2005.

Our  net  loss  decreased  by $98,718 to $770,987 on revenue of $303,970 for the
period ended March 31, 2005, as compared to a net loss of $869,705 on revenue of
$181,335 for the period ended March 31, 2004. The decrease was primarily related
to reduced professional fees and stock compensation expenses incurred during the
period. The decrease in net loss is also attributable to the increase in revenue
and  related  gross  profit.

INTEREST  EXPENSE

Interest  expense  increased to $184,111 for the period ended March 31, 2005, as
compared  to $0 for the period ended March 31, 2004. The increase was due mainly
to  financing  costs  incurred  on  promissory  notes.

                                       11
LIQUIDITY  AND  CAPITAL  RESOURCES

Our  requirements  for  capital are to fund (i) sales growth, (ii) financing for
possible  acquisitions  and,  (iii) capital expenditures mainly related to store
build-outs  and  IT  system upgrades. Our primary source of financing during the
three  months  ended  March 31, 2005 included cash received from the issuance of
common  stock  and  cash  flows  from  operations.

As  of  March  31,  2005, total current assets were $293,961, which consisted of
$211,819  of  accounts  receivable,  $54,134  of  inventory,  $27,272 of prepaid
expenses  and  cash  of  $736.

As  of  March 31, 2005, total current liabilities were $269,064, which consisted
of  $228,040  of  accounts  payable  and  accrued  expenses, promissory notes of
$35,907  and  notes  payable  of  $5,117.

We  believe  that  our  continued  existence  depends on 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.

Financing  Activities

On March 4, 2005, we finalized a private placement in which we issued 14,493,750
shares of common stock and associated warrants for gross proceeds of $1,159,500.
We  agreed  to file a Registration Statement with the SEC to register the resale
of  the  shares  of  our  common  stock and the shares that may be issued if the
investors  exercise  the  warrants.  The  A warrants allow investors to purchase
14,493,750  shares of our common stock at an exercise price of $0.12, subject to
adjustment,  the A warrants expire in March 2008. The B warrants allow investors
to purchase 14,493,750 shares of our common stock at an exercise price of $0.08,
subject  to  adjustment,  the  B  warrants  expire 180 days after a Registration
Statement is declared effective by the Securities and Exchange Commission. These
funds  were  primarily  used  for  working  capital,  costs related to new store
openings  and  to  reduce  outstanding  liabilities.

During  the  three  months  ended  March  31,  2005,  522,086 shares were issued
relating  to  our convertible debenture with Dutchess Private Equities Fund. The
convertible  debenture  was  fully  extinguished  during  the  period.

During  the  three  months  ended  March  31, 2005, 2,085,426 shares were issued
relating  to  our  equity line of credit for proceeds of approximately $269,909.
Funds  were  used  to  repay  outstanding  notes.

Subsidiary

As  of  March  31,  2005, we had one wholly-owned subsidiary, FTS Wireless, 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.  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.

Changes  in  Internal  Controls

During  the period we improved our internal controls and procedures by utilizing
independent financial experts on a consulting basis as a result of an evaluation
completed  during our 2004 audit process. We believe the changes to controls and
procedures  will  improve  the  reporting  process  as  we  continue  to  expand
operations  in  2005.

                           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.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

                                       12
RECENT  SALES  OF  SECURITIES

During  the quarter ended March 31, 2005 we sold 10,675,000 shares of restricted
common  stock  to  a  group  of accredited investors in private placements at an
average  price of $.08 per share. In accordance with the terms of certain of the
private  placements,  some investors receivedtwo classes of warrants, Series "A"
and  "B",  for  each share purchased. The A warrants allow investors to purchase
14,493,750  shares of our common stock at an exercise price of $0.12, subject to
adjustment,  and  the  A  warrants  expire  in  March 2008. The B warrants allow
investors to purchase 14,493,750 shares of our common stock at an exercise price
of  $0.08,  subject  to  adjustment,  and the B warrants expire 180 days after a
Registration  Statement  is  declared  effective  by the Securities and Exchange
Commission.  We  agreed to register the shares of common stock that we issued in
the  private  placements and the shares of common stock that will be issued upon
exercise  of  the  warrants. We filed the terms and conditions of the financing,
including  registration  rights,  on  March 24, 2005 on Form 8-K. Funds from the
private  placement  have  been and will continue to be used to reduce debt, fund
future  acquisitions  and  for  general  working  capital  purposes.

During the quarter ended March 31, 2005, we delivered 500,000 shares to Dutchess
Private Equities Fund, per a note agreement entered into during the period ended
December  31,  2004.

During  the  quarter  ended  March  31,  2005,  we  issued 932,500 shares to two
officers  of  our officers relating to note agreements entered into during 2004.

The  securities  issued in the foregoing transactions were made in reliance upon
an  exemption from registration under Rule 701 promulgated under Section 3(b) of
the  Securities  Act.  Alternatively,  these  issuance's  of  securities  were
undertaken  under  Rule 506 of Regulation D under the Securities Act of 1933, as
amended,  by  the  fact  that:

-  the  sale  was  made  to  a  sophisticated  or  accredited  investor;

-  we  gave  the  purchaser the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any additional
information  which  we possessed or could acquire without unreasonable effort or
expense  that  is  necessary  to  verify  the accuracy of information furnished;

- at a reasonable time prior to the sale of securities, we advised the purchaser
of  the  limitations  on  resale  in  the  manner  contained  in  Rule  502(d)2;

- neither we nor any person acting on our behalf sold the securities by any form
of  general  solicitation  or  general  advertising;  and

- we exercised reasonable care to assure that the purchaser of the securities is
not  an underwriter within the meaning of Section 2(11) of the Securities Act of
1933  in  compliance  with  Rule  502(d).

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.

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.

NUMBER  DESCRIPTION  OF  EXHIBIT

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

3.2  Bylaws  (filed  as  Attachment  C  to  the Registrant's Definitive Proxy on
Schedule  14A  filed  on  January 9, 2004 and incorporated herein by 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).

                                       13
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.

                                   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.



Date:  July  18,  2005             By:  /s/  Scott  Gallagher
                                       -------------------------------
                                       Scott  Gallagher
                                       Chief  Executive  Officer

                                       By:  /s/  Linda  Ehlen
                                       -------------------------------
                                       Linda  Ehlen
                                       Chief  Financial  Officer  and
                                       Principal  Accounting  Officer