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

                                   FORM 10-QSB

                                   (MARK ONE)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
             1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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)

                                 (215) 688-2355
                                 ---------------
                           (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  [   ]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  Yes  [  ]  No  [X]

As  of  September  30, 2005, we had 56,982,202 shares of common stock, par value
$0.001,  outstanding.

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

<TABLE>
<CAPTION>

<S>                                                               <C>
                                FTS GROUP, INC.
                               TABLE OF CONTENTS

PART  I.  FINANCIAL  INFORMATION                                  PAGE
--------------------------------

Item  1.  Financial Statements.                                      1

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

Item  3.  Controls  and  Procedures.                                 8


PART  II.  OTHER  INFORMATION
-----------------------------
Item  1.  Legal  Proceedings.                                        9

Item  2.  Unregistered  Sales  of  Equity  Securities and            9
          Use of Proceeds.

Item  3.  Defaults  Upon  Senior  Securities.                        9

Item  4.  Submission  of  Matters  to  a Vote of Security Holders.   9

Item  5.  Other  Information.                                        9

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

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Consolidated Financial Statements (unaudited)                     PAGE

Balance Sheet - September 30, 2005 and December 31, 2004             2

Statements of Operations - Three and nine months ended
September 30, 2005 and 2004                                          2

Statements of Cash Flows - Nine months ended September
30, 2005 and 2004                                                    3

Notes to Consolidated Financial Statements                           4
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                       <C>         <C>
                         FTS GROUP, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                    September 30, 2005 and December 31, 2004

                                                                            2005        2004
                                                                         ----------  ----------
                                                                         (Reviewed)   (Audited)
ASSETS

CURRENT ASSETS
  Cash                                                                   $   2,308   $   7,949
  Accounts receivable                                                      165,046      87,485
  Inventory                                                                 68,686      44,998
  Prepaid Expense                                                            5,400      35,430
                                                                         ----------  ----------
    Total Current Assets                                                   241,440     175,862
                                                                         ----------  ----------
PROPERTY AND EQUIPMENT, NET                                                217,204     124,555
                                                                         ----------  ----------
OTHER ASSETS
  Investment in private entity                                               7,500       7,500
  Deposits                                                                  20,489      19,489
                                                                         ----------  ----------
    Total Other Assets                                                      27,989      26,989
                                                                         ----------  ----------

                                                                         $ 486,633   $ 327,406
                                                                         ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                  $ 342,386   $ 259,723
  Notes payable - individuals                                                3,250      37,250
  Notes payable - related parties
    Net Debt Discount                                                       70,661     111,751
  Notes payable-Dutchess Advisors                                                -     240,000
                                                                         ----------  ----------
    Total Current Liabilities                                              416,297     648,724
                                                                         ----------  ----------
CONVERTIBLE DEBENTURES
    Net of Debt Discount                                                         -     100,493
                                                                         ----------  ----------
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, 56,982,202 issued and outstanding at September 30, 2005       56,982      37,882
  Additional paid in capital                                             9,462,043   7,848,833
  Accumulated deficit                                                   (9,448,689) (8,308,526)
                                                                         ----------  ----------
    Total Stockholders' Equity (Deficit)                                    70,336    (421,811)
                                                                         ----------  ----------
                                                                         $ 486,633   $ 327,406
                                                                         ==========  ==========
</TABLE>



<TABLE>
<CAPTION>
                         FTS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<S>                                              <C>                                 <C>

                                                 Three Months Ended September 30,    Nine Months ended September 30
                                                      2005           2004                   2005          2004
                                                 --------------  ------------           ------------  ------------

 REVENUES
   Sales , NET. . . . . . . . . . . . . . . . .  $     283,505   $   221,084            $   934,096   $   510,991

 COST OF GOODS SOLD . . . . . . . . . . . . . .        216,971       138,074                612,356       312,689
                                                 --------------  ------------           ------------  ------------

 GROSS PROFIT . . . . . . . . . . . . . . . . .         66,534        83,010                321,740       198,302
                                                 --------------  ------------           ------------  ------------

 GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses.        245,388         518,653             1,271,665      1,628,309
                                                 --------------  ------------           ------------  ------------


 LOSS FROM OPERATIONS . . . . . . . . . . . . .       (178,854)     (435,625)              (949,925)   (1,430,007)
                                                 --------------  ------------           ------------  ------------

OTHER INCOME (EXPENSE)
  Interest. . . . . . . . . . . . . . . . . . .           (491)      (58,602)              (190,238)      (77,704)
  Impairment of Long Lived Assets . . . . . . .              -       (38,000)                     -      (102,000)
                                                 --------------  ------------           ------------  ------------
                                                          (491)      (96,602)              (190,238)     (179,704)
                                                 --------------  ------------           ------------  ------------


NET LOSS. . . . . . . . . . . . . . . . . . . .  $    (179,345)  $  (532,227)           $(1,140,163)  $(1,609,711)
                                                 ==============  ============           ============  ============


PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING
  (BASIC AND DILUTED) . . . . . . . . . . . . .     56,982,202    29,643,160             53,952,681    25,676,509
                                                 ==============  ============           ============  ============

NET LOSS PER COMMON SHARE (BASIC AND DILUTED) .  $       (0.00)  $     (0.02)           $     (0.02)  $     (0.06)
                                                 ==============  ============           ============  ============
</TABLE>

<TABLE>
<CAPTION>

                         FTS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<S>                                                                        <C>             <C>

                                                                           Nine Months Ended September 30,
                                                                           ---------------------------------
                                                                                 2005           2004
                                                                           --------------  -------------

OPERATING ACTIVITIES:
    Net cash used in operating activities . . . . . . . . . . . . . . . .     ($542,631)   ($1,830,472)

INVESTING ACTIVITIES
    Net cash used in investing activities . . . . . . . . . . . . . . . .      (119,629)       (11,226)

FINANCING ACTIVITIES
    Net cash provided by financing activities . . . . . . . . . . . . . .       656,619      1,843,113
                                                                           --------------  -------------

Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . .        (5,641)         1,415

Cash, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . .         7,949          6,887
                                                                           --------------  -------------

Cash, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      2,308   $      8,302
                                                                           ==============  =============

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     44,566   $     86,860


SUPPLEMENTARY DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued in exchange for long-term debt . . . . . . . . . . . . . . .  $     73,617   $    272,413

Stock issued as loan inducements. . . . . . . . . . . . . . . . . . . . .  $     38,462   $          -

Stock issued in payment of accounts payable and accrued expenses. . . . .  $     77,365   $          -
</TABLE>

                         FTS GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

NOTE  1  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-------------------------------------------------------

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

FTS  Group, Inc. (the "Company"), is 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 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  and  nine  months  ended  September  30,2005
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.

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 and
nine  months  ended  September 30, 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
and  nine  months  ended  September  30,  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.


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.

NOTE  2          GOING  CONCERN
-------------------------------

The accompanying consolidated financial statements have been prepared on a going
concern  basis, which contemplates the realization of assets and satisfaction of
liabilities  in  the  normal  course  of  business. As of September 30, 2005 the
Company has an accumulated deficit of $9,448,689. Also, the Company has incurred
a  net  loss  of  $1,140,163 for the nine months ended September 30, 2005. These
financial  conditions raise substantial doubt about its ability to continue as a
going  concern.  As  part  of management's plan, the Company is seeking to raise
additional  capital  to  execute  its  business  plan.

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
has  a  $6 million Equity Line of Credit in place with Dutchess Private Equities
Fund,  LP  and is pursuing additional financing options to execute its operating
and expansion plans. Failure to secure financing or expand 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 of 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

NOTE  3          RELATED  PARTY  TRANSACTION
--------------------------------------------

During  the  period ending September 30, 2005 the Company received loans from an
officer  of  $70,661.  The funds were used for general working capital purposes.

NOTE  4          FINANCING  ACTIVITIES
--------------------------------------

There  were  no  financing activities in the three month period ending September
30,  2005


NOTE  5           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 September 30,
2005,  there remains 10,179,748 shares unissued. 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  6            CONTINGENCIES
--------------------------------

The  Company  did  not have liability and workers compensation insurance for the
nine month period ended September 30, 2005. The Company is currently negotiating
renewals  of  its  liability  and  workers compensation policies and anticipates
securing  the  necessary  policies.

NOTE  7            WARRANTS  AND  OPTIONS
-----------------------------------------

The  Company has a Non-Qualified Stock Option and Stock Grant Plan (the "Plan"),
adopted  in  July 1997. For the nine months ended September 30, 2005 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  for  the  nine  months  ended September 30, 2005 and 2004 because all of the
options  were  granted  and  fully  vested  prior  to  2003.  Changes in options
outstanding  under  the  plan  are  summarized  as  follows:

<TABLE>
<CAPTION>

<S>                       <C>                          <C>

                          Number of shares             Weighted Average
                                                       Exercise Price
                          -----------------             ---------------
Outstanding at December
 31, 2004                       598,000                     $1.50
                             ---------------             --------------
Granted                                -                              -
Exercised                              -                              -
Forfeited                              -                              -
Outstanding at September 30,
 2005                            598,000                    $1.50
                             ---------------             --------------
</TABLE>

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:

<TABLE>
<CAPTION>



OUTSTANDING AND EXERCISABLE
<S>          <C>           <C>              <C>

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
------------ -----------    ----------       -------
</TABLE>

The  following  details  warrants  outstanding  as  of  September  30,  2005:

The  Company  had 3,000,000 warrants outstanding relating to a dividend declared
to stockholders of record on August 27, 2004. The warrants had an exercise price
of  $0.25  and  expire  on  August  7,  2007.  The Company does not expect these
warrants  to  be exercised in the near future because the exercise price exceeds
the  current  stock  price.

In  accordance  with  the  subscription agreement relating to the recent private
placement  the  Company  issued  the  following warrants. Investors received two
classes  of  warrants,  called Series A and Series B warrants, for each share of
common  stock  purchased.  The  B warrants have an exercise price of $0.08 and A
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

<TABLE>
<CAPTION>

<S>                                   <C>              <C>

                                          2005               2005
                                       Underlying           Exercise
                                         Shares              Price
                                       ==========          =========

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)          30,862,500          $.08/$.12
                                  ---------------     --------------
On  September 28, 2005, our Board of Directors reduced the exercise price of the
A warrants from $0.12 to $0.10. Additionally, our Board of Directors reduced the
exercise  price  of  the B warrants from $0.08 to $0.03. Since the period ending
September  30,  2005  1,261,250  class  A  or  "Green  Shore" warrants have been
exercised  at  $.03  per  share  for  gross  proceeds  of  $37,837.50.


</TABLE>

NOTE  8          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 three vendors who represent
approximately 92% of accounts payable at September 30, 2005. Additionally, these
same  three vendors are also major customers of the Company who provide over 94%
of  revenue,  and  represent  100% of accounts receivable at September 30, 2005.

NOTE  9           SUBSEQUENT  EVENTS
-------------------------------------

On  October  10,  2005, the Company announced the signing of a binding letter of
intent  to acquire a Pennsylvania-based wireless company for stock and cash with
an  estimated value of $5.5 million. The letter of intent expires on December 7,
2005 and contains a binding provision that the Company pay a $50,000 termination
fee  if  the  transaction  is  not  consummated.

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

The  following  discussion  and analysis contains a comparison of the results of
operations  for  the three and nine months ended September 30, 2005 and the same
period  in 2004. This discussion and analysis should be read in conjunction with
the  unaudited  interim  consolidated financial statements and the notes thereto
included in this report, and our Annual Report on 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 in this report and in our annual report
on  Form  10-KSB  filed with the Securities and Exchange Commission. 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

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  September  30  2005,  we  operated  a total of eight retail
wireless  locations  in  Florida.  We  lease four locations in Tampa, one in St.
Petersburg,  one  in  Brandon,  one  in  Lutz  and  one  in  Clearwater.

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

We  review  our  long-lived  assets  including  property  and  equipment and our
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 our long-lived assets,
we  evaluate  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.

 THREE MONTHS PERIOD ENDED SEPTEMEBER 30, 2005 AS COMPARED TO THREE MONTHS ENDED
                               SEPTEMBER 30, 2004

RESULTS  OF  OPERATIONS

Sales  revenue  for the three months ended September 30, 2005 increased $62,421,
or  28%,  to  $283,505,  as  compared  to  $221,084  for  the three months ended
September  30,  2004. The increase in sales revenue was primarily related to the
acquisition  and  development  of several new retail outlets and new advertising
and  marketing  programs.

Cost  of  Goods  Sold for the three months ended September 30,2005, increased by
$78,897  to  $216,971,  as  compared  to  $138,074  for  the  three months ended
September  30, 2004.  The increase in cost of goods sold was due to the increase
in  overall  sales  of  wireless  handsets.

Gross  profits decreased by $16,476 from $83,010 in 2004 to $66,534 in 2005. The
decrease in gross profits is attributed to the increase in lower margin pre-paid
airtime  sales  for the period. Gross profits as a percentage of sales decreased
23%  in  2005  compared  to  38%  in  2004.  The  decrease in gross profits as a
percentage  of  sales is related to a greater focus on post-paid activations and
pre-paid  airtime  during  the  period.

Selling,  General  and  Administrative  Expenses  for  the  three  months  ended
September  30,  2005,  decreased  $273,247  or  53%  to $245,388, as compared to
$518,635 for the three months ended September 30, 2004. Even with a 28% increase
in sales, Selling, General and Administrative expenses dropped 53%. The decrease
is  attributed  to an overall reduction in operating expenses including, but not
limited  to,  reduced  financing  costs,  consulting fees, professional fees and
investor  relations  fees.

Our  net  loss  decreased  by $352,882, or 66%, to $179,345 for the three months
ended  September  30,  2005,  as compared to $532,227 for the three months ended
September  30,  2004.  The  decrease  was  primarily related to reduced expenses
described  above  and  general  improved  operational  efficiencies.

INTEREST  EXPENSE

Interest expense increased $10,534, or 6%, to $190,238 for the nine months ended
September  30, 2005, as compared to $179,704 for the nine months ended September
30,  2004.  The  increase  is  related  to increased financing costs incurred on
promissory  notes  incurred  during  the  first  quarter  of  2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  requirements  for  capital  are  to  (i)  expand  our operations, (ii) fund
possible acquisitions, and (iii) provide working capital including funds related
to  store  build-outs  and  computer  upgrades.  Our primary source of financing
during  the  nine  months  ended  September  30,  2005  include  cash  received
from  the  issuance  of  common  stock.

As  of  September  30,  2005,  our  Current  Assets  were  $241,440  and Current
Liabilities  were  $416,297.  Our Current Liabilities consist mainly of accounts
payable  and  accrued expenses of $342,386 and notes payable of $73,911 of which
$70,661  is  payable  to  an officer of the Company. Our Stockholder's Equity at
September  30,  2005  was  $70,336.

At  September  30, 2005, we had cash available of $2,308, accounts receivable of
$165,046,  inventory  of  $68,686,  property  and equipment of $217,204, prepaid
expenses  of  $5,400,  investments  valued at $7,500 and deposits of $20,489 for
total  assets  of  $486,633.

During  the nine month period ended September 30, 2005, we used $542,631 in cash
for  operating  activities  as compared to the nine month period ended September
30,  2004,  where  we used $1,830,472 in cash for operating activities. Net cash
provided by financing activities for the nine months ended September 30,2005 and
2004  of  $656,619  and  $1,843,113, respectively. Accumulated deficit increased
from  ($8,308,526)  at  December 31, 2004 to ($9,448,689) at September 30, 2005,
Convertible debentures were fully extinguished from $100,493 at December 31,2004
and  stockholders  equity  (deficit)  improved  from  a deficit of ($421,811) at
December  31, 2004 to stockholders equity of $70,336 at September 30, 2005 for a
net  improvement  of  $492,147.

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 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 a total of
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.  On  September 28, 2005, our Board of Directors reduced the exercise
price  of  the  A  warrants  from  $0.12  to  $0.10.  Additionally, our Board of
Directors  reduced  the  exercise  price  of the B warrants from $0.08 to $0.03.
These  funds were primarily used for working capital, costs related to new store
openings  and  to  reduce  outstanding  liabilities.

On  August  3, 2005 the SB-2 registration statement filed by the Company on June
17,  2005  was  declared  effective by the Securities and Exchange Commission.

During  the  nine  months  ended  September 30, 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  nine  months ended September 30, 2005, 2,665,383 shares were issued
relating  to  our  equity line of credit for proceeds of approximately $325,074.
Funds  were  used  to  repay  outstanding  notes.

During  the  nine  months ended September 30, 2005, we raised a total of $75,000
through  the  issuance  of  937,500 shares of common stock valued at $.08 to two
accredited  investors.

Subsidiary

As of September 30, 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/Interim  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/Interim  Chief  Financial  Officer  has  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/Interim  Chief  Financial  Officer,  as  appropriate to allow
timely  decisions  regarding  required  disclosure.  Our disclosure controls and
procedures are designed to provide reasonable assurance that such information is
accumulated  and  communicated  to  our  management. Our disclosure controls and
procedures  include components of our internal control over financial reporting.
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  second quarter, 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  our  operations  in  2005.  Other  than  utilizing independent financial
experts  on  a  consulting  basis, there were no changes in our internal control
over  financial reporting that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control  over  financial  reporting.

                          PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  are  not  aware  of any litigation or potential litigation that could have a
material  impact  on  our  business.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

None


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

None.

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.

Reports  on  Form  8K

On  September  2,  2005,  we  filed  an  8-K regarding departure of directors or
principle  officers.  Our  Board  of Directors accepted the resignation of Linda
Ehlen  as Chief Financial Officer and appointed Scott Gallagher as Interim Chief
Financial  Officer.

On  October  13,  2005,  we filed an 8-K regarding Regulation FD Disclosures. We
issued  a  press  release  which  included a letter to our stockholders from our
Chairman  and  Chief  Executive  Officer,  Scott  Gallagher.

On  October  26,  2005,  we  filed  an  8-K  regarding  Changes  in Registrant's
Certifying  Accountant. Our Board of Directors dismissed Withum, Smith and Brown
as our principal accountant and appointed the firm R.E. Bassie & Co. to serve as
our  independent  public  accountants.

Number          Description  of  Exhibit
-----------     ----------------------------


2.1  Agreement  and  Plan  of  Merger between the Company and FTS Apparel, Inc.,
dated  December  23,  2003  (included as Attachment A to the Definitive Proxy on
Form  DEF  14A filed January 9, 2004, and  incorporated  herein  by  reference).

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

3.2  Bylaws  (included  as Attachment C to the Definitive Proxy on Form DEF  14A
filed  January  9,  2004,  and  incorporated  herein  by  reference).

4.1  Form  of  Certificate  for  Common  Shares  (included as exhibit 4.1 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998  and  incorporated  herein  by  this  reference).

4.2  Subscription  Agreement  Form  (included  as  exhibit  10.1 to the Form 8-K
filed  February  24,  2003,  and  incorporated  herein  by  reference).

4.3  Debenture  Agreement  between  the  Company  and  Dutchess Private Equities
Fund,  L.P., dated February 14, 2003  (included  as exhibit 10.2 to the Form 8-K
filed  February  24,  2003,  and  incorporated  herein  by  reference).

4.4  Registration  Rights  Agreement  between  the  Company and Dutchess Private
Equities  Fund,  L.P.,  dated February 14, 2003 (included as exhibit 10.3 to the
Form  8-K  filed  February  24,  2003,  and  incorporated  herein by reference).

4.5  Debenture  Exchange  Agreement  between  the  Company  and Dutchess Private
Equities  Fund,  L.P.,  dated February 14, 2003 (included as exhibit 10.5 to the
Form  8-K  filed  February  24,  2003,  and  incorporated  herein by reference).

4.6  Addendum  to  the  Subscription Agreement, dated July 21, 2003 (included as
Exhibit  10.1  to  the Form 8-K filed July 22, 2003, and incorporated herein  by
reference).

4.7  Amended  Debenture  between  the  Company  and  Dutchess  Private  Equities
Fund,  L.P.,  dated February 14, 2003 (included  as Exhibit 10.2 to the Form 8-K
filed  July  22,  2003,  and  incorporated  herein  by  reference).

4.8  Registration  Rights  Agreement  between  the  Company and Dutchess Private
Equities  Fund,  L.P.,  dated  January  9,  2004  (filed as Exhibit 10.16 to the
Form  SB-2  filed  January  28,  2004,  and  incorporated  herein by reference).

4.9  Subscription  Agreement  Form  (included  as  exhibit  10.1 to the Form 8-K
filed  March  24,  2005,  and  incorporated  herein  by  reference).

4.10  A Warrant  Form  (included  as exhibit 4.1 to the Form 8-K filed March 24,
2005,  and  incorporated  herein  by  reference).

4.11  B  Warrant  Form  (included as exhibit 4.2 to the Form 8-K filed March 24,
2005,  and  incorporated  herein  by  reference).

4.12  Promissory  Note  between  the Company and Dutchess Private Equities Fund,
II,  L.P.,  dated  October  27,  2004  (included  as  exhibit  4.11  to the Form
SB-2  filed  June  17,  2005,  and  incorporated  herein  by  reference).

4.13  Promissory  Note  between  the Company and Dutchess Private Equities Fund,
II,  L.P.,  dated  January  10,  2005  (included  as  exhibit  4.12  to the Form
SB-2  filed  June  17,  2005,  and  incorporated  herein  by  reference).

10.1  Subscription  Agreement  Form  (included  as  exhibit 10.1 to the Form 8-K
filed  February  24,  2003,  and  incorporated  herein  by  reference).

10.2  Debenture  Agreement  between  the  Company  and Dutchess Private Equities
Fund,  LP,  dated  February 14, 2003  (included  as exhibit 10.2 to the Form 8-K
filed  February  24,  2003,  and  incorporated  herein  by  reference).

10.3  Registration  Rights  Agreement  between  the Company and Dutchess Private
Equities  Fund,  LP,  dated  February  14, 2003 (included as exhibit 10.3 to the
Form  8-K  filed  February  24,  2003,  and  incorporated  herein by reference).

10.4  Escrow  Agreement  between the Company and Dutchess Private Equities Fund,
LP,  dated  February 14, 2003 (included  as  exhibit  10.4 to the Form 8-K filed
February  24,  2003,  and  incorporated  herein  by  reference).

10.5  Debenture  Exchange  Agreement  between  the  Company and Dutchess Private
Equities  Fund,  LP,  dated  February  14, 2003 (included as exhibit 10.5 to the
Form  8-K  filed  February  24,  2003,  and  incorporated  herein by reference).

10.6  Addendum  to  the Subscription Agreement, dated July 21, 2003 (included as
Exhibit  10.1  to  the Form 8-K filed July 22, 2003, and incorporated herein  by
reference).

10.7  Amended  Debenture  between  the  Company  and  Dutchess  Private Equities
Fund,  LP,  dated  February  14, 2003 (included  as Exhibit 10.2 to the Form 8-K
filed  July  22,  2003,  and  incorporated  herein  by  reference).

10.8  Memorandum  of  Understanding  between  the  Company  and  Malsha Imports,
Inc.,  dated  February  28,  2003  (included as Exhibit 10.11 to the Form SB-2/A
filed  September  15,  2003,  and  incorporated  herein  by  reference).

10.9  Confidentiality  and  No  Conflict  Agreement  between  the  Company  and
American Connections, LLC, dated February 28, 2003 (included as Exhibit 10.12 to
the  Form  SB-2/A  filed  September  15,  2003,  and  incorporated  herein  by
reference).

10.10  Authorized  Subcontractor  Agreement  between  the  Company  and American
Connections,  LLC,  dated  February  28,  2003 (included as Exhibit 10.13 to the
Form  SB-2/A  filed  September  15,  2003,  and  incorporated  herein  by
reference).

10.11  Lease  Agreement  between  the  Company and American Connections Florida,
LLC,  dated  May  22,  2003  (included as Exhibit 10.14 to the Form SB-2/A filed
September  15,  2003,  and  incorporated  herein  by  reference).

10.12  Investment  Agreement  between  the Company and Dutchess Private Equities
Fund,  LP,  dated  January  9,  2004 (included as exhibit 10.15 to the Form SB-2
filed  January  28,  2004,  and  incorporated  herein  by  reference).

10.13  Registration  Rights  Agreement  between the Company and Dutchess Private
Equities  Fund,  LP,  dated  January  9,  2004 (included as Exhibit 10.16 to the
Form  SB-2  filed  January  28,  2004,  and  incorporated  herein by reference).

10.14  Placement  Agent Agreement between the Company, Dutchess Private Equities
Fund,  LP,  and  Charleston  Capital Securities, dated January 9, 2004 (included
as  Exhibit  10.17  to  the  Form  SB-2 filed January 28, 2004, and incorporated
herein  by  reference).

10.15  Consulting  Agreement  between  the  Company  and W. Scott McBride, dated
January  15,  2004  (included as exhibit 99.1 to the Form S-8 filed February  3,
2004,  and  incorporated  herein  by  reference).

10.16  Corporate  Consulting  Agreement  between  the  Company  and  Theodore J.
Smith,  Jr.,  dated  January  28,  2004  (included  as  exhibit  99.2  to  the
Form  S-8  filed  February  3,  2004,  and  incorporated  herein  by reference).

10.17  Consulting  Agreement  between  the  Company  and  Mike DeGirolamo, dated
January  5,  2004  (included  as exhibit 99.3 to the Form S-8 filed February  3,
2004,  and  incorporated  herein  by  reference).

10.18  Consulting  Agreement  between  the  Company  and  Jeff  Teischer,  dated
January  5,  2004  (included  as exhibit 99.4 to the Form S-8 filed February  3,
2004,  and  incorporated  herein  by  reference).

10.19  Consulting  Agreement  between  the  Company  and  David  Taylor,  dated
December  12,  2003 (included as exhibit 99.5 to the Form S-8 filed February  3,
2004,  and  incorporated  herein  by  reference).

10.20  Consulting  Agreement between the Company and Pablo Oliva, dated November
12,  2003  (included  as  exhibit  99.6 to the Form S-8 filed February 3,  2004,
and  incorporated  herein  by  reference).

10.21  Consulting  Agreement  between  the  Company  and  Tommy  Hollman,  dated
January  27,  2004  (included as exhibit 99.7 to the Form S-8 filed February  3,
2004,  and  incorporated  herein  by  reference).

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

10.23  Lease Agreement between the Company and Investments Limited, dated August
25, 2004 (included as exhibit 10.1 to the Form 8-K filed September 9, 2004,  and
incorporated  herein  by  reference).

10.24  Consulting  Agreement  between the Company and Pablo Oliva, dated October
26, 2004  (included as exhibit 99.1 to the Form S-8 filed January 11, 2005,  and
incorporated  herein  by  reference).

10.25  Corporate  Consulting  Agreement  between  the  Company  and  Theodore J.
Smith,  Jr.,  October  26, 2004  (included  as  exhibit  99.2  to  the Form  S-8
filed  January  11,  2005,  and  incorporated  herein  by  reference).

10.26  Subscription  Agreement  Form  (included  as exhibit 10.1 to the Form 8-K
filed  March  24,  2005,  and  incorporated  herein  by  reference).

14.1  Corporate Code of Conduct and Ethics (included  as  exhibit  14.1  to  the
Form  10-KSB  filed  April 14, 2004,  and  incorporated  herein  by  reference).

21.1    Subsidiaries  of  the  Registrant  (filed  herewith).

31.1  Certification  of  the Chief Executive Officer and Interim 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.

/s/  Scott  Gallagher
-------------------------
Scott  Gallagher
Chief  Executive  Officer  and
Interim Chief  Financial  Officer
November  14,  2005