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 March 31, 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)

 1379 River Road, Yardley, Pennsylvania                                 19067
---------------------------------------                               ----------
(Address of principal executive office)                               (Zip Code)

                                 (215) 741-5883
              ----------------------------------------------------
              (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
ofJune20, 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
                                     ------


Item 1.  Financial Statements

         Balance Sheet as of March 31, 2002 (unaudited)                   1

         Statements of Operations for the Three Months Ended
         March 31, 2002 and 2001 (unaudited)                              2

         Statements of Cash Flows for the Three Months Ended
         March 31, 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 2:  Changes In Securities                                            8

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

         Signatures                                                       9

                                        i

<PAGE>

                                FTS APPAREL, INC.
                                  BALANCE SHEET
                                 March 31, 2002
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
      Cash                                                       $       400
                                                                 ===========



                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses                      $     2,101
      Accounts payable and accrued expenses - related parties         49,483
      Operating advances from officer                                  5,500
      Lease settlement payable                                        16,082
                                                                 -----------

                 Total current liabilities                            73,166
                                                                 -----------


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, 10,279,284 shares issued and outstanding          10,279
      Additional paid in capital                                   4,407,496
      Accumulated (deficit)                                       (4,540,541)
                                                                 -----------

                                                                     (72,766)
                                                                 -----------

                                                                 $       400
                                                                 ===========

   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
                                                          ----------------------------
                                                            MARCH 31,       MARCH 31,
                                                              2002           2001
                                                          ------------    ------------
 REVENUES
<S>                                                       <C>             <C>
      Sales of merchandise                                $       --      $    118,043
      Trade agreements                                            --             3,430
                                                          ------------    ------------
                                                                  --           121,473

 COST OF GOODS SOLD                                               --            93,915
                                                          ------------    ------------

 GROSS PROFIT                                                     --            27,558
                                                          ------------    ------------

 GENERAL AND ADMINISTRATIVE EXPENSES
       Settlement of lease obligation                          114,667            --
       Common shares issued for services                       120,000          97,720
       Selling, general and administrative expenses             52,226         268,160
                                                          ------------    ------------
                                                               286,893         365,880
                                                          ------------    ------------

 (LOSS) FROM OPERATIONS                                       (286,893)       (338,322)
                                                          ------------    ------------

OTHER INCOME (EXPENSE)
      Interest income                                             --             2,323
      Interest expense                                            --              (213)
      Loss on write-down of inventory                             --           (80,000)
                                                          ------------    ------------
                                                                  --           (77,890)
                                                          ------------    ------------

NET (LOSS)                                                $   (286,893)   $   (416,212)
                                                          ============    ============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)     10,279,284       8,503,451
                                                          ============    ============

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)           $      (0.03)   $      (0.05)
                                                          ============    ============
</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>

                                                                 THREE MONTHS ENDED
                                                               ----------------------
                                                               MARCH 31,    MARCH 31,
                                                                 2002         2001
                                                               ---------    ---------
<S>                                                            <C>          <C>
OPERATING ACTIVITIES
         Net cash (used in) operating activities               $ (49,336)   $(253,354)
                                                               ---------    ---------

INVESTING ACTIVITIES
     Acquisition of fixed assets                                    --         (1,162)
                                                               ---------    ---------
         Net cash (used in) investing activities                    --         (1,162)
                                                               ---------    ---------

FINANCING ACTIVITIES
     Operating advance from officer                                5,500         --
     Payment of preferred dividends                                 --         (1,411)
                                                               ---------    ---------
         Net cash provided by (used in) financing activities       5,500       (1,411)
                                                               ---------    ---------

         Net (decrease) in cash                                  (43,836)    (255,927)

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

CASH AT END OF PERIOD                                          $     400    $  71,498
                                                               =========    =========
</TABLE>


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

                                        3
<PAGE>

                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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  (loss)  per share as  required  by SFAS No.  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 three months ended March 31, 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.

The Company has experienced  significant losses from operations.  For the period
ended March 31, 2002 the Company  incurred a net loss of $286,893.  In addition,
the Company has a working capital deficit of $72,766,  an accumulated deficit of
$4,540,541 and a stockholders' deficit of $72,766 at March 31, 2002.

                                        4
<PAGE>

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.

(5)  Stockholders' (Deficit)

On January 5, 2002 the Company issued 433,333 shares of common stock pursuant to
the lease settlement agreement (Note 6).

On January 11, 2002 the Company issued 1,200,000 shares of common stock pursuant
to a compensation agreement with its new President and Chief Executive Officer.

(6)  Lease Settlement

On January 5, 2002, the Company entered into a lease  settlement  agreement with
the related party landlord  whereby,  for forgiving a one-year lease  obligation
for office space, the landlord  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 July 5, 2002
settlement of any  remaining  balance 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.

                                        5
<PAGE>

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

     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
months  ended  March 31, 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 three  months  ended  March 31,  2002,  we  realized  a net loss of
$286,893,  or $.03 per share, on no revenue. This compares to a loss of $416,212
on revenue of  $121,473  for the first  three  months of 2001.  During the first
quarter of 2001, we reported  relatively minor sales from our apparel  business.
We were  essentially  dormant  during the first three  months of 2002,  while we
continue  investigation  of  opportunities  to convert  our  historical  apparel
business to an e-commerce  model and to supplement  our exisiting  business with
operations  in  other  industries.  Our  historical  operations  in the  apparel
industry have  essentially been suspended until we can evaluate the desirability
of that business.

     As reported in our Form 10-KSB,  we are  exploring  opportunities  to build
shareholder value through  expansion into other industries.  We believe that our
efforts to operate in the retail apparel industry were unsatisfactory due to the
substantial  competition  in that  field  and our  continuing  need for  working
capital.  Thus, we hope to identify one or more additional industries that offer
low barriers to entry and the  opportunity  to grow revenue  quickly.  As of the
date of  filing  this  report,  no  business  has  been  identified,  but we are
continuing our search.

     During the first  quarter of 2002, we continued to incur  relatively  minor
administrative  expenses.  We had no cost of sales,  as we had no  revenue.  Our
chief executive  officer presently serves without cash compensation in an effort
to conserve working capital.  We issued common stock with a value of $120,000 to
this individual in lieu of cash  compensation in connection with his appointment
as our CEO in January of this year. All of the expense was recorded in the first
quarter of this year,  even though the service will be spread over the remainder
of this  year.  The value of the common  stock was based on the  quoted  trading
price of our stock at the time of the issuance.

     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.
Other  than  incidental   expenses  primarily   associated  with  our  reporting
obligation as a public company and the  compensation  to our CEO, our only other
expense for the quarter was the issuance of common  stock for  settlement  of an
office  lease  obligation  to our former  landlord.  The value of this stock was
$115,000,  also based on the  trading  price of our common  stock at the time of
issuance.  Overall,  our general and  administrative  expenses  were  reduced by
$78,987 from the first quarter of 2001 to the comparable period of 2002.

                                        6
<PAGE>

Liquidity and Capital Resources

     Our capital and liquidity  position at March 31, 2002  continued to be poor
and declined  further from December 31, 2001.  Working capital at March 31, 2002
decreased $132,226,  or 222%, from year-end December 31, 2001. At March 3, 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 a liquidation.  Our current  liabilities of $73,166  consist
mainly of 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 $49,336 of cash during the first quarter 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.

     During the first  quarter of 2002,  we relied on the issuance of our common
stock to conserve our little remaining cash and sustain operations.  However, we
hope to keep this means  minimal  until we are able to build value and  increase
the price of our common stock.  In this manner,  the  potential  dilution to our
shareholders will be reduced.

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 2: Changes in Securities

     During the period  covered by this  report,  the Company  issued a total of
2,503,333  shares  of its  common  stock in  three  transactions  that  were not
registered under the Securities Act of 1933. In January 2002, the Company issued
those  shares  to  its  Chairman  for  compensation  pursuant  to the  terms  of
consulting  agreement  between such individual and the Company.  The shares were
issued at a price of $0.28125 per share, or a total of $220,000,  based upon the
trading  price of the Company's  common stock at December 31, 2000.  The Company
also issued  803,333  shares to its former  Chairman in  settlement of an office
lease obligation and for past services rendered.  Finally, the Company issued an
additional 500,000 shares to a consultant for additional services.

     The shares were issued pursuant to the exemption from registration provided
by Section 4(2) of the 1933 Act, as the  recipients  were privy to the same type
of information which would have been included in a registration  statement.  Due
to their financial  condition and  sophistication,  the individuals were able to
fend for  themselves in the  transaction.  No  underwriter  was involved in this
transaction,  and the  Company  did not pay any  commissions.

Item 6:  Exhibits and Reports on Form 8-K

         A.  Exhibits.
             None.

         B.  Reports on Form 8-K

     The Company  filed a Current  Report  dated  January  11, 2002  reporting a
change in control of the Company.

                                        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:  June 21, 2002                       By: /s/ Scott Gallagher
                                               ---------------------------------
                                               Scott Gallagher, President
                                               (Principal Financial Officer)

                                        9