SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                   (Mark One)

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

                  For the quarterly period ended June 30, 2004

                                       OR

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

         For the transition period from ___________________ to ________


                         Commission File Number 0-24829

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


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


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

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


Check  whether  the  Issuer  (1)  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  Issuer  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,  2004  is  set  forth  below:


Common  Stock,  par  value  $.001                    28,330,730
  -----------------------------                    ---------------
      Title  of  Class                            Number  of  Shares

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


                                 FTS Group, Inc.
                       PART  I  -  Financial  Information

Item  1.  Financial  Statements

Condensed  Consolidated  Financial  Statements                        F-1 - F-3

Balance  Sheets  -  June  30,  2004  and  December  31,  2003  (Audited)    F-1

Statements of Operations - Three and six months ended
  June 30, 2004 and 2003                                                    F-2

Statements of Cash Flows  -  Six  months ended  June  30,  2004  and  2003  F-3

Notes  to  Consolidated  Financial  Statements


<TABLE>
<CAPTION>

                                     FTS GROUP, INC. AND SUBSIDIARY

                                       Consolidated Balance Sheets

                                                                   June 30, 2004 and December 31, 2003


<S>                                                                 <C>                <C>


Assets                                                                  2004               2003
------------------------------------------------------------------  -----------------  -----------------
              (Reviewed) . . . . . . . . . . . . . . . . . . . . .          (Audited)
Current assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          4,256   $          6,887
  Accounts receivable. . . . . . . . . . . . . . . . . . . . . . .            42,882              3,905
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .            54,043              7,759
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .            75,387              1,512
                                                                    -----------------  -----------------
      Total current assets . . . . . . . . . . . . . . . . . . . .           176,568             20,063
                                                                    -----------------  -----------------

Property and equipment, net of accumulated depreciation. . . . . .            46,694             50,577

Investment in private entity . . . . . . . . . . . . . . . . . . .            15,000             15,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .            12,684             17,650
                                                                    -----------------  -----------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $        250,946   $        103,290
                                                                    =================  =================

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

Current liabilities:
  Accounts payable and accrued expenses. . . . . . . . . . . . . .           163,839             60,467
  Accounts payable to related parties. . . . . . . . . . . . . . .            66,989            198,811
                                                                    -----------------  -----------------
      Total current liabilities. . . . . . . . . . . . . . . . . .           230,828            259,278
                                                                    -----------------  -----------------

Convertible debentures . . . . . . . . . . . . . . . . . . . . . .           217,157            450,586
                                                                    -----------------  -----------------
      Total liabilities. . . . . . . . . . . . . . . . . . . . . .           447,985            709,864
                                                                    -----------------  -----------------

Stockholders' equity:
  10% Convertible preferred stock, Series A, $0.01 par value:
    150,000 shares authorized; None issued . . . . . . . . . . . .                 -                  -
  Preferred stock, $0.01 par value, 4,850,000 undesignated
    shares authorized, none issued . . . . . . . . . . . . . . . .                 -                  -
  Common stock, $.001 par value.  Authorized 150,000,000 shares:
    28,330,730 shares issued and outstanding at June 30, 2004,
    18,141,564 shares issued and outstanding at December 31, 2003.            28,331             18,142
  Additional paid-in capital . . . . . . . . . . . . . . . . . . .         6,867,631          5,465,030
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . .        (7,028,901)        (5,943,196)
                                                                    -----------------  -----------------
                                                                            (132,939)          (460,024)
  Deferred compensation. . . . . . . . . . . . . . . . . . . . . .           (64,100)          (146,550)
                                                                    -----------------  -----------------
      Total stockholders' equity . . . . . . . . . . . . . . . . .          (197,039)          (606,574)

Commitments and contingent liabilities

      Total liabilities and stockholders' equity . . . . . . . . .  $        250,946   $        103,290
                                                                    =================  =================


See accompanying notes to consolidated financial statements.
</TABLE>
                                                 F-1
<TABLE>
<CAPTION>

                                              FTS GROUP, INC. AND SUBSIDIARY

                                           Consolidated Statements of Operations

                                     Three and six months ended June 30, 2004 and 2003
                                                        (Unaudited)

                                                             Three  months  ended  June  30,   Six  months  ended  June  30,


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

  Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   116,787   $    13,864   $    298,122   $    16,313

  Costs and expenses:
    Costs of sales. . . . . . . . . . . . . . . . . . . . . . .       39,695         9,068        182,829        10,167
    Selling, general and administrative . . . . . . . . . . . .      293,092        80,936      1,200,998       389,232
   Purchased development costs. . . . . . . . . . . . . . . . .            -             -              -        23,500
                                                                 ------------  ------------  -------------  ------------
      Total operating expenses. . . . . . . . . . . . . . . . .      332,787        90,004      1,383,827       422,899
                                                                 ------------  ------------  -------------  ------------

      Operating income (loss) . . . . . . . . . . . . . . . . .     (216,000)      (76,140)    (1,085,705)     (406,586)

  Other income (expenses):
    Interest income . . . . . . . . . . . . . . . . . . . . . .            -             -              -             -
    Interest expense. . . . . . . . . . . . . . . . . . . . . .            -        (1,600)             -        (3,200)
    Other income (expense). . . . . . . . . . . . . . . . . . .            -             -              -             -
                                                                 ------------  ------------  -------------  ------------
      Total other income (expense). . . . . . . . . . . . . . .            -        (1,600)             -        (3,200)
                                                                 ------------  ------------  -------------  ------------

      Net earnings (loss) before income taxes . . . . . . . . .     (216,000)      (77,740)    (1,085,705)     (403,386)

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

      Net earnings (loss) . . . . . . . . . . . . . . . . . . .  $  (216,000)  $   (77,740)  $(1,085,705)   $ (403,386)
                                                                 ============  ============  =============  ============

  Net earnings (loss) applicable to common shareholders:
    Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.00)  $     (0.00)  $      (0.00)  $     (0.00)
                                                                 ============  ============  =============  ============

  Weighted average shares
    Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .   24,883,925    17,430,240     23,163,751    17,104,826
                                                                 ============  ============  =============  ============


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

                                                 F-2




<TABLE>
<CAPTION>

                            FTS GROUP, INC. AN SUBSIDIARY

                        Consolidated Statements of Cash Flows
                    Six months ended June 30, 2004 and 2003

                                                              Six months ended June 30,
<S>                                                            <C>         <C>
                                                                    2004        2003
                                                               ----------  ----------



 Cash flows from operating activities:
            Net cash used in operating activities . . . . . .   (107,153)   (142,424)
                                                               ----------  ----------

 Cash flows from investing activities:
   Capital expenditures for property and equipment. . . . . .     (1,667)       (454)
   Investment in private company. . . . . . . . . . . . . . .          -     (15,000)
                                                               ----------  ----------
             Net cash used in investing activities. . . . . .     (1,667)    (15,454)
                                                               ----------  ----------

 Cash flows from financing activities:
   Proceeds from issuance of stock. . . . . . . . . . . . . .          -      10,000
   Repayment of borrowing from related parties. . . . . . . .   (131,822)          -
   Proceeds from convertible debentures . . . . . . . . . . .    238,011     150,000
                                                               ----------  ----------
             Net cash provided by financing activities. . . .    106,189     160,000
                                                               ----------  ----------

             Net increase in cash . . . . . . . . . . . . . .     (2,631)      2,122

 Cash at beginning of year. . . . . . . . . . . . . . . . . .      6,887         219
                                                               ----------  ----------
 Cash at end of year. . . . . . . . . . . . . . . . . . . . .  $   4,256   $   2,341
                                                               ==========  ==========

 Supplemental schedule of cash flow information:
   Interest paid. . . . . . . . . . . . . . . . . . . . . . .  $       0   $   3,200
                                                               ==========  ==========



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


                                                 F-3


                                 FTS GROUP, INC.

                   Notes to Consolidated Financial Statements


(1)     General

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

Principles  of  Consolidation

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

The accompanying unaudited financial statements have been prepared in accordance
with  U.  S.  generally  accepted  accounting  principles  ("GAAP")  for interim
financial  information  and  with the instructions to Form 10-QSB.  Accordingly,
they  do not include all of the information and footnotes required by accounting
principles  generally  accepted the U. S. for complete financial statements.  In
the  opinion  of  management,  all  adjustments  (consisting of normal recurring
adjustments)  considered  necessary  for a fair presentation have been included.
Operating  results  for  the  six  months  period  ended  June  30, 2004 are not
indicative  of the results that may be expected for the year ending December 31,
2004.

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

(2)     Use  of  Estimates

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

(3)     Recent  Accounting  Pronouncements

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

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

(4)     Income  Taxes

Income  taxes for the interim periods were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to ongoing
review  and  evaluation by management.  The estimated federal income tax expense
for  the  three-month  periods ended June 30, 2004 and 2003 is eliminated by net
operating  loss  carry  forwards.

(5)     Stock  for  Services

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

During  the  quarter ended June 30, 2004, the Company issued 2,122,247 shares of
common  stock  for  compensation  for  services  performed.  The  non-cash stock
compensation  expense  of  $297,900  has  been  charged to operations during the
second  quarter  of  2004.

(6)     Going  Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization  of assets and satisfaction of liabilities in the
normal  course  of  business. For the six month ended June 30, 2004, the Company
incurred  a  net  loss  of  $1,085,705 and has working capital and stockholders'
deficits  of  $54,266  and  $197,039,  respectively,  at  June  30,  2004.

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

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

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



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

     The  following  discussion  and  analysis  covers  material  changes in our
financial  condition  since  the year end December 31, 2003 and a comparison  of
the  results of  operations  for the three and six months ended June 30, 2004 to
the  same  period  in  2003.  This  discussion  and  analysis  should be read in
conjunction  with  "Management's  Discussion  and Analysis or Plan of Operation"
included  in  our  Form  10-KSB  for  the  year  ended  December  31,  2003.

     This  report  contains  forward-looking  statements  that involve risks and
uncertainties.  We  generally  use  words  such  as  "believe,"  "may," "could,"
"will,"  "intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to
identify  forward-looking  statements.  You  should  not place undue reliance on
these  forward-looking  statements.  Our  actual results could differ materially
from  those  anticipated  in  the  forward-looking  statements for many reasons,
including  the  risks described below and elsewhere in this report.  Although we
believe  the  expectations  reflected  in  the  forward-looking  statements  are
reasonable,  they  relate  only to events as of the date on which the statements
are  made,  and  our  future  results,  levels  of  activity,  performance  or
achievements  may  not  meet  these  expectations.  We  do  not intend to update
any  of  the  forward-looking  statements  after  the  date  of this document to
conform  these  statements  to actual results or to changes in our expectations,
except  as  required  by  law.


OVERVIEW

Historically  and  through  the  year  ended  December  31,  2001,  we  operated
exclusively  in  the  apparel  industry.  In  January  2002,  we  experienced  a
management  change.  Our  business  now  focuses  on  developing  and  acquiring
cash-flow  positive  businesses  and  viable  business projects  primarily those
in  the  wireless  and  technology  industries.  As of the end of June 2004,  we
operated  a  total  of  8 retail wireless locations, we lease three locations in
Tampa,  FL, one in St. Petersburg, FL,  one in Brandon, FL,  one  in  Lutz,  FL,
one  in  Oldsmar,  FL  and  one  in  Suburban  Philadelphia,  Pennsylvania.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

In  December,  2001,  the  SEC issued a cautionary advice to elicit more precise
disclosure  in  this Item 6, MD&A, 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  wholesale 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  advertising  and promotion income as the requisite
services  are  provided.

GOODWILL  AND  INTANGIBLE  ASSET  IMPAIRMENT:

We  periodically review the carrying amount of property, plant and equipment and
its  identifiable  intangible  recognition

Goodwill  and  Intangible  Asset Impairment: See note 1 impairment of long lived
assets  to determine whether current events or circumstances warrant adjustments
to  such carrying amounts. If an impairment adjustment is deemed necessary, such
loss  is  measured  by the amount that the carrying value of such assets exceeds
their  fair value. Considerable management judgment is necessary to estimate the
fair  value of assets; accordingly, actual results could vary significantly from
such  estimates.  Assets  to  be  disposed  of are carried at the lower of their
financial  statement  carrying  amount  or  fair  value  less  costs  to  sell.


Results  of  Operations

     We  generated  consolidated  net  revenues  of $116,787 for the three month
Period  ended  June  30, 2004, as compared to $13,864 for the three month period
ended  June 30, 2003. The increase in revenues for this quarter when compared to
the  same  quarter  last  year  is  primarily due to acquisition related growth.

     We  incurred Cost of Sales of $39,695 for the three month period ended June
30,  2004, as compared to $9,068 for the three month period ended June 30, 2003.
Our  Cost  of  Sales  increase  is  due  to  the overall growth in our business.

     For  the  three  months  ended  June  30,  2004,  we realized a net loss of
$216,000  or  ($.00)  per  share, on revenue of $116,787. This compares to a net
loss  of $77,740 or ($.00) per share, on revenue of $13,864 for the three months
ended  June  30, 2003. Accordingly, our net loss increased by $138,260 due to an
increase  in  overall  operational  expenses  related to the increased number of
locations  we  operated  during  the  period.

     For  the  three months ended June 30, 2004, we reported $293,092 of general
and administrative expenses, compared to $80,936 for the three months ended June
30, 2003, an increase of $212,156.  Our general and administrative expenses have
increased from the same period in 2003 due to an increase operating overhead and
staffing  levels  of  our  retail  wireless  business.

     We  continue  to  execute  our  roll-up  strategy  and  seek  out accretive
acquisition  candidates  to  further  develop  our  diversified  retail wireless
business.  During  the  second  quarter, we closed the acquisition of the Waters
Ave.,  Tampa,  FL  location  of  Wireless  Unlimited,  Inc.

Liquidity  and  Capital  Resources

     As  of  June  30,  2004,  our  Current  Assets  were  $176,568  and Current
Liabilities  were  $230,828.  Our current liabilities consist mainly of accounts
payable,  accrued  expenses and loans from our Chief Executive Officer and Chief
Financial  Officer.  Our  Stockholder's Deficit at June 30, 2004 was ($197,039).

     At  June  30,  2004,  we  had  cash  available  of  $4,256,  accounts
receivable  of  $42,882,  inventory valued at $54,043,  property  and  equipment
valued  at  $46,694, prepaid expenses of 75,387, investments  valued at $15,000,
deposits  of  $12,684  for  a  total  of  $250,946.

     We  had  a net usage of cash used in operating activities for the six month
period  ended  June 30, 2004 and 2003 of $107,153 and $142,424, respectively. We
had  net cash provided by financing activities of for the six month period ended
June  30,  2004  and  2003  of  $106,189  and  $160,000,  respectively.

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

     We  are not aware of any material trend, event or capital commitment, which
would  potentially  adversely  affect  liquidity.  In  the  event  such  a trend
develops,  we  believe  that  we will have sufficient funds available to satisfy
working capital needs through lines of credit and the funds expected from equity
sales.

Financing  Activities

During  the  quarter  ended  June 30, 2004 we raised a total of $235,000 through
loans and $129,289 from our equity line of credit with Dutchess Private Equities
Fund,  LP.  Also  during  the  quarter,  the  outstanding  balance  due  on  our
convertible  debentures  was reduced by $129,289, leaving an outstanding balance
of  $189,674.

Subsidiary

As  of  August  1,  2004, we had one wholly-owned subsidiary, FTS Wireless, Inc.



ITEM  3.     CONTROLS  AND  PROCEDURES

Evaluation  of  Disclosure  Controls  and  Procedures

     Within  the 90 days prior to the filing date of this report, we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls  and  procedures  pursuant to Exchange Act Rule 13a-14. This evaluation
was done under the supervision and with the participation of our chief executive
officer  and chief financial officer. Based upon that evaluation, they concluded
that  our  disclosure  controls  and  procedures  are  effective  in  gathering,
analyzing  and  disclosing  information  needed  to  satisfy  our  disclosure
obligations  under  the  Exchange  Act.

Changes  in  Internal  Controls

     There  were  no  significant  changes  in our internal controls or in other
factors  that  could  significantly  affect those controls since the most recent
evaluation  of  such  controls.



                           PART  II-  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     We  are not aware of any legal matters that could have a material impact on
our  business.


ITEM  2.  CHANGES  IN  SECURITIES

(c) During  the  quarter ended June 30, 2004, we issued 2,122,247 shares of
common  stock  for  compensation  for  services  performed.

With  respect to the sales of our common stock described above, we relied on the
Section  4(2)  and/or  4(6)  exemptions  from  securities registration under the
federal  securities laws for transactions not involving any public offering.  No
advertising  or  general  solicitation was employed in offering the shares.  The
shares  were  sold to sophisticated and/or accredited investors.  The securities
were  offered  for investment purposes only and not for the purpose of resale or
distribution,  and  the  transfer  thereof  was  appropriately restricted by us.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM  5.  OTHER  INFORMATION

Not Applicable.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

A.  EXHIBITS

NUMBER  DESCRIPTION

3.1  Articles of Incorporation dated December 23, 2003 (filed as Attachment B to
the  Registrant's  Definitive Proxy on Form DEF 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 Form
DEF  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).

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

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

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

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

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

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

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

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

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

31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

32.1  Certification  of  Officers  pursuant  to  18  U.S.C.  Section  1350,  as
adopted  pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


B.  REPORTS  ON  FORM  8-K

     We  did  not  file  any  8-Ks  in  the  quarter  ended  June  30,  2004.



                                      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:  August  20,  2004          By:  /s/  Scott  Gallagher
                                       -------------------------------
                                       Scott  Gallagher
                                       Chief  Executive  Officer

                                  By:  /s/  Linda  Ehlen
                                       -------------------------------
                                       Linda  Ehlen
                                       Chief  Financial  Officer