FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

For the quarterly period ended March 31, 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)


                  1379 River Road, Yardley, Pennsylvania 19067
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)


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 March 31, 2002 (unaudited and restated)      1

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

        Statements of Cash Flows for the Three Months Ended March 31,
        2002 (unaudited and restated) and 2001 (unaudited)               3

        Notes to Financial Statements (unaudited and restated)           4

Item 2. Management's Discussion and Analysis or Plan of Operation        7


                                     Part II
                                     -------

Item 2  Changes In Securities                                            9

Item 6. Exhibits and Reports on Form 8-K                                 9

        Signatures                                                      10

                                        i
<PAGE>

                                FTS APPAREL, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2002
                            (UNAUDITED AND RESTATED)


                                     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                                           27,983
                                                                    -----------

                 Total current liabilities                               85,067
                                                                    -----------


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                                            (175,000)
      Accumulated (deficit)                                          (4,493,108)
                                                                    -----------

                                                                        (84,667)
                                                                    -----------

                                                                    $       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, 2002    MARCH 31, 2001
                                                         --------------    --------------
                                                           (RESTATED)
<S>                                                       <C>               <C>
 REVENUES
      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                          135,234              --
       Non-cash stock compensation                              52,000            97,720
       Selling, general and administrative expenses             52,226           268,160
                                                          ------------      ------------
                                                               239,460           365,880
                                                          ------------      ------------

 (LOSS) FROM OPERATIONS                                       (239,460)         (338,322)
                                                          ------------      ------------

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

NET (LOSS)                                                $   (239,460)     $   (416,212)
                                                          ============      ============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)     10,982,617         8,503,451
                                                          ============      ============

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



(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 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. For the three months ended March 31, 2002 the Company
incurred  a net loss of  $239,460  and has  working  capital  and  stockholders'
deficits of $84,667 at March 31, 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.

                                        4
<PAGE>


                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                            (UNAUDITED AND RESTATED)


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 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  and will be  adjusted  for  changes in fair
market value at subsequent  measurement  dates. As of March 31, 2002 the Company
had  recorded  $105,000 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 March 31, 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 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 June 5, 2002
settlement of any remaining balance,  estimated at $27,983 as of March 31, 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>


                                FTS APPAREL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                            (UNAUDITED AND RESTATED)


(7)  Correction of an error

The accompanying  financial  statements for the period ended March 31, 2002 have
been restated to correct errors recording non-cash stock compensation, valuation
of the leasehold settlement obligation, and deferred compensation. The effect of
the  restatement was to decrease net (loss) for the quarter ended March 31, 2002
by $47,433, or $0.00 per share.

                                        6
<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.

     The  unaudited  financial  statements  at March 31,  2002 and for the three
months then-ended have been restated to correct errors recording  non-cash stock
compensation,  valuation of the  leasehold  settlement  obligation  and deferred
compensation.  The effect of the  restatement  was to decrease  net loss for the
quarter by $47,433 or $0.00 per share.

Results of Operations

     For the three  months  ended  March 31,  2002,  we  realized  a net loss of
$239,460,  or $.02 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
continued  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  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
largest expenses were related to general and administrative  expenses. Our Chief
Executive  Officer  accrued  $25,000 of salary for the quarter,  representing  a
significant portion of our general and administrative  expenses.  We also issued
our CEO common stock with a value of $120,000 in connection with his appointment
as our CEO in January 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.  As of March
31, 2002, we recorded  $15,000 as compensation  expense and $105,000 as deferred
compensation related to this transaction.

     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 office facilities
and our reporting  obligation as a public company,  and the  compensation to our
CEO and former CEO,  our only other  expense for the quarter was the issuance of
common  stock  and  other  consideration  for  settlement  of  an  office  lease
obligation to our former landlord in Colorado  Springs.  The value of this stock
was $43,333, also based on the trading price of our common stock at the time of

                                        7
<PAGE>


issuance.  The total value of the lease settlement was $135,000,  which included
the stock  issuance,  payment of cash,  assignment of  equipment,  inventory and
accounts  receivable.  We may be  obligated to settle the  remaining  balance of
approximately  $28,000 through the payment of additional common stock based on a
value of $.03 per  share.  Overall,  however,  our  general  and  administrative
expenses  were  reduced  by  $126,420  from  the  first  quarter  of 2001 to the
comparable period of 2002.

Liquidity and Capital Resources

     Our capital and liquidity at March 31, 2002 declined from December 31, 2001
and we  continued  to suffer from a lack of  financial  resources  at that time.
Working  capital at March 31, 2002 decreased  $144,117,  or 242%,  from year-end
December 31, 2001.  At March 31, 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  by  $84,667  and  our  shareholders  would  receive  nothing  in  a
liquidation.  Our current  liabilities of $85,067  consisted  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.

                                        8
<PAGE>

     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.


                           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,  we  issued
1,200,000  shares to our Chairman for  compensation  pursuant to the terms of an
employment  agreement between us. The shares were issued at a price of $0.10 per
share,  or a total of $120,000,  based upon the trading  price of the  Company's
common stock at January 7, 2002.  The Company also issued  803,333 shares to its
former  Chairman  in  settlement  of an  office  lease  obligation  and for past
services rendered each at a value of $.10 per share. Finally, the Company issued
an additional  500,000 shares to a consultant for future services.  All of these
transactions  were valued at the market price of the common stock on the date of
the issuance.

     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

               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

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

                                        9
<PAGE>


                                   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 APPAREL, INC.



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


                                       10