----

|                              |              |                     |
|-----------------------------------|-------------------|--------------------------|
| Nevada                            | 000-24829         | 84-1416864               |
| (State      or Other Jurisdiction | (Commission       | (I.R.S.      Employer    |
| of      Incorporation)            | File      Number) | Identification      No.) |

| Large      accelerated filer  o                                                  | Accelerated      filer  o               |
|---------------------------------------------------------------------------------------|---------------------------------------------------|
|                                                                                  |                                              |
| Non-accelerated      filer (Do not check if a smaller reporting company)  o | Smaller      reporting company  x  |

----

|                                                                                                              | FTS GROUP, INC.        |   |          |
|-------------------------------------------------------------------------------------------------------------------|------------------------|--------|---------------|
|                                                                                                              | TABLE      OF CONTENTS |   |          |
|                                                                                                              |                   |   |          |
| PART      I. FINANCIAL INFORMATION                                                                                |                   |   | Page          |
|                                                                                                              |                   |   |          |
| Item      1. Financial      Statements                                                                       |                   |   | 1             |
|                                                                                                              |                   |   |          |
| Item      2. Management's Discussion      and Analysis of Financial Condition and Results of      Operations |                   | 2      |
|                                                                                                              |                   |   |
| Item      3. Quantitative and Qualitative Disclosures      about Market Risk                                      |                   |   | 3             |
|                                                                                                              |                   |   |          |
| Item      4T. Controls      and Procedures                                                                        |                   |   |        3 |
|                                                                                                              |                   |   |          |
| PART      II. OTHER INFORMATION                                                                                   |                   |   |          |
|                                                                                                              |                   |   |          |
| Item      1. Legal      Proceedings                                                                               |                   |   | 4             |
|                                                                                                              |                   |   |          |
| Item      1A. Risk      Factors                                                                              |                   |   |  4       |
|                                                                                                              |                   |   |          |
| Item      2. Unregistered Sales of Equity Securities and Use      of Proceeds                                |                   | 4      |
|                                                                                                              |                   |   |
| Item      3. Defaults Upon Senior      Securities                                                       |                   |   | 4             |
|                                                                                                              |                   |   |          |
| Item      4. Submission      of Matters to a Vote of Security    Holders                                |                   | 4      |
|                                                                                                              |                   |   |
| Item      5. Other      Information                                                                               |                   |   | 4             |
|                                                                                                              |                   |   |          |
| Item      6. Exhibits                                                                                             |                   |   | 4             |

Fin

| Condensed      Consolidated Financial Statements                                                                                                                                                                                               |   | Page   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                           |   |   |
| Balance Sheets – June      30, 2008 (unaudited) and December 31, 2007      (audited)                                                                                                                                                     |   | F-1    |
|                                                                                                                                                                                                                                           |   |   |
| Statements of      Operations - Three and Six months ended June 30, 2008 (unaudited) and      2007 (unaudited)                                                                                                                            |   | F-2    |
|                                                                                                                                                                                                                                           |   |   |
| Statements of Cash      Flows – Three and Six months ended June 30, 2008 (unaudited) and      2007 (unaudited)                                                                                                                 |   | F-3    |
|                                                                                                                                                                                                                                           |   |   |
| Notes      to Condensed Consolidated Financial Statements                                     |   | F-4    |

----

Tableof Contents

| FTS      GROUP, INC. AND SUBSIDIARIES                                                                                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED BALANCE      SHEETS                                                                                                |
| JUNE 30, 2008 AND DECEMBER 31,      2007                                                                                                  |
|                                                                                                                                      |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |
| Assets                                                                                                                                    |   | 2008 |   |   | 2007 |   |
| Current    assets:                                                                                                                        |   |   |   |   |   |   |
|     Cash      and cash equivalents                                                                               | $ | 5,638 |   | $ | 21,713 |   |
|     Accounts      receivable                                                                                     |   | 84,032 |   |   | 71,987 |   |
|     Inventories                                                                                                  |   | 418,996 |   |   | 285,168 |   |
|     Prepaid      expenses and current assets                                                                     |   | 120,771 |   |   | 172,767 |   |
|         Total      current assets                                                            |   | 629,437 |   |   | 551,635 |   |
|                                                                                                                                      |   |   |   |   |   |   |
| Property and equipment, net of      accumulated depreciation                                                                              |   |   | 49,052 |   |   |   | 121,986 |   |
| Domain      Portfolio                                                                                                                     |   |   | 1,542,390 |   |   |   | 238,156 |   |
| Unamortized discount on      convertible debt                                                                                             |   |   | 213,613 |   |   |   | 192,991 |   |
| Goodwill                                                                                                                                  |   |   | 5,177,696 |   |   |   | 5,177,696 |   |
| Deposits                                                                                                                                  |   |   | 6,386 |   |   |   | 6,386 |   |
|         Total      assets                                                                    |  $ |   |  7,618,574 |   |  $ |   |  6,288,850 |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| Liabilities and Stockholders'      Equity                                                                                                 |   |   |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| Current      liabilities:                                                                                                                 |   |   |   |   |   |   |   |   |
|     Accounts      payable and accrued expenses                                                                   | $ |   |  1,030,099 |   | $ |   |  802,238 |   |
|     Capital      lease obligation-current portion                                                                |   |   |  21,420 |   |   |   |  - |   |
|     Notes      payable                                                                                           |   |   |  2,885,277 |   |   |   |  1,601,000 |   |
|     Officer note      payable                                                                               |   |   |  493,752 |   |   |   |  4,000 |   |
|     Related      party notes payable                                                                             |   |   |  75,000 |   |   |   |  75,000 |   |
|     Related      party convertible debt                                                                          |   |   |  1,446,213 |   |   |   |  2,079,822 |   |
|     Fair      value of derivative liabilities                                                                    |   |   |  227,070 |   |   |   |  115,049 |   |
|         Total      current liabilities                                                       |   |   |  6,178,831 |   |   |   |  4,677,109 |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
|     Capital      lease obligation                                                                                |   |   |  80,281 |   |   |   |  - |   |
|     Settlement      reserve                                                                                      |   |   |  160,000 |   |   |   |  - |   |
|             Total      liabilities                                       |   |   |  6,419,112 |   |   |   |  4,677,109 |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| Commitments and      contingencies                                                                                                        |   |   |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| Noncontrolling      Interest                                                                                                              |   |   | 159,368 |   |   |   | - |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| 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                                                 |   |   |  - |   |   |   |  - |   |
|     Convertible      preferred stock, Series B, $0.01 par value:                                                 |   |   |   |   |   |   |   |   |
|               1,000,000 Shares authorized, issued and outstanding at December 31,      2007  |   |   |  10,000 |   |   |   |  10,000 |   |
|     Common      stock, $.001 par value. Authorized 855,000,000 shares:                                           |   |   |   |   |   |   |   |   |
|               174,205,601 shares issued and outstanding at December 31,      2007,           |   |   |   |   |   |   |   |   |
|               497,651,535 shares issued and outstanding at June 30,      2008.          |   |   |  497,652 |   |   |   |  174,206 |   |
|     Deferred      stock compensation                                                                        |   |   |  (5,000 | )  |   |   |  (10,000 | )  |
|     Additional      paid-in capital                                                                         |   |   |  13,252,294 |   |   |   |  12,745,977 |   |
|     Accumulated      deficit                                                                                     |   |   |  (12,714,852 | )  |   |   |  (11,308,442 | )  |
|         Total      stockholders' equity                                                      |   |   |  1,040,094 |   |   |   |  1,611,741 |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
|         Total      liabilities and stockholders' equity                                      | $ |   |  7,618,574 |   | $ |   |  6,288,850 |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
|                                                                                                                                      |   |   |   |   |   |   |   |   |
| See accompanying notes to      consolidated financial statements.                                                                         |   |   |   |   |   |   |   |   |

----

Tableof Contents

| FTS GROUP, INC. AND      SUBSIDIARIES                                             |
|-----------------------------------------------------------------------------------|
| CONSOLIDATED STATEMENTS OF      OPERATIONS                                        |
| FOR THE THREE AND SIX MONTHS ENDED      JUNE 30, 2008 AND 2007          |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   | Three Months Ended June      30, |   |   | Six Months ended June      30 |   |
|                                                                              |   | 2008 |   |   | 2007 |   |   | 2008 |   |   | 2007 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues                                                                          |   | $ | 1,233,951 |   |   | $ | 1,765,673 |   |   | $ | 2,799,206 |   |   | $ | 3,567,093 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost of goods      sold                                                           |   |   | 418,888 |   |   |   | 719,410 |   |   |   | 1,069,461 |   |   |   | 1,446,741 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Grossprofit                                                                       |   |   | 815,063 |   |   |   | 1,046,263 |   |   |   | 1,729,745 |   |   |   | 2,120,352 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| General and administrative      expenses                                     |   |   | 1,791,546 |   |   |   | 981,270 |   |   |   | 2,918,882 |   |   |   | 2,062,954 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (loss) from      operations                                           |   |   | (976,483 | ) |   |   | 64,993 |   |   |   | (1,189,137 | ) |   |   | 57,398 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other income      (expense)                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|     Failed      acquisition                              |   |   |  (536,136 | )  |   |   |  - |   |   |   |  (536,136 | )  |   |   |  - |   |
|     Change      in fair value of derivative liabilities  |   |   |  171,620 |   |   |   |  9,681 |   |   |   |  240,203 |   |   |   |  69,935 |   |
|     Interest expense                                |   |   |  (202,139 | )  |   |   |  (75,196 | )  |   |   |  (279,328 | )  |   |   |  (244,720 | )  |
|     Impairment of      assets                            |   |   |  (47,500 | )  |   |   |  - |   |   |   |  (47,500 | )  |   |   |  - |   |
|     Gain      (loss) on disposal of assets               |   |   |  116,572 |   |   |   |  - |   |   |   |  133,444 |   |   |   |  - |   |
|                                                                              |   |   | (497,583 | ) |   |   | (65,515 | ) |   |   | (489,317 | ) |   |   | (174,785 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (loss) before minority      interests                                 |   |   | (1,474,066 | ) |   |   | (522 | ) |   |   | (1,678,454 | ) |   |   | (117,387 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minority interests in subsidiaries      earnings                                  |   |   | 272,051 |   |   |   | - |   |   |   | 272,051 |   |   |   | - |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   | $ | (1,202,015 | ) |   | $ | (522 | ) |   | $ | (1,406,403 | ) |   | $ | (117,387 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Per share      information:                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average shares      outstanding                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                                                                             |   |   |  321,644,396 |   |   |   | 155,142,325 |   |   |   |  270,653,180 |   |   |   | 153,114,029 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted                                                                           |   |   |  321,644,396 |   |   |   | 155,142,325 |   |   |   |  270,653,180 |   |   |   | 153,114,029 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss per common      shares:                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic                                                                             |   | $ |  (0.00 | ) |   | $ | (0.00 | ) |   | $ |  (0.01 | ) |   | $ | (0.00 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted                                                                      |   | $ |  (0.00 | ) |   | $  |  (0.00 | )  |   | $ |  (0.01 | ) |   | $  |  (0.00 | )  |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See      accompanying notes to consolidated financial statements.            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

Tableof Contents

| FTS GROUP, INC. AND  SUBSIDIARIES                                            |
|------------------------------------------------------------------------------|
| CONSOLIDATED STATMENTS OF CASH      FLOWS                                    |
| SIX MONTHS ENDED JUNE  30,      2008 AND 2007                      |
|                                                                         |
|                                                                         |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   | 2008 |   | 2007 |
|                                                                         |   |   |   |   |   |   |   |
| Cash flows from operating      activities:                                   |   |   |   |   |
|           Net income (loss)                    | $ | (1,406,403) | $ | (117,387) |
|                                                                         | Adjustments to reconcile net      income to net cash used in operating activities: |   |   |   |   |
|                                                                         |   |   |  Minority interests in net      loss of consolidated subsidiary |   |        159,368 |   |                     - |
|                                                                         |   |   |  Depreciation and      amortization |   |        118,589 |   |        364,900 |
|                                                                         |   |   |  Common shares issued for      services |   |          79,900 |   |                     - |
|                                                                         |   |   |  Amortization of debt      discount |   |          10,417 |   |            5,358 |
|                                                                         |   |   |  Amortization of deferred      stock compensation |   |            5,000 |   |            5,000 |
|                                                                         |   |   |  (Gain) loss on disposal of      assets |   |        (15,280) |   |                     - |
|                                                                         |   |   |  Change in fair value of      derivative liabilities |   |        112,021 |   |        (69,935) |
|                                                                         |   |   |  (Increase) decrease in      operating assets: |   |   |   |   |
|                                                                         |   |   |  Accounts      receivable |   |        (12,045) |   |          52,137 |
|                                                                         |   |   |  Inventories |   |      (140,957) |   |        (20,464) |
|                                                                         |   |   |  Prepaid      expenses |   |          51,996 |   |        (95,820) |
|                                                                         |   |   |  Increase (decrease) in      operating liabilities: |   |   |   |   |
|                                                                         |   |   |  Accounts payable and accrued      expenses |   |        282,340 |   |        133,257 |
|                                                                         |   |   |  Net cash used in operating      activities |   |      (755,054) |   |        257,046 |
|                                                                         |   |   |   |   |   |   |   |
| Cash flows from investing      activities:                                   |   |   |   |   |
|                                                                         | Investment in private      entities |   |                     - |   |        (35,874) |
|                                                                         | Capital expenditures for property      and equipment |   |                     - |   |        (13,630) |
|                                                                         | Proceeds from disposal of      assets |   |          66,000 |   |                     - |
|                                                                         | Purchase of domain      names |   |        (86,683) |   |                     - |
|                                                                         |   |   |  Net cash used in investing      activities |   |        (20,683) |   |        (49,504) |
|                                                                         |   |   |   |   |   |   |   |
| Cash flows from financing      activities:                                   |   |   |   |   |
|                                                                         | Capital lease      payments |   |           (5,352) |   |                     - |
|                                                                         | Proceeds from notes payable      related parties |   |        427,259 |   |          20,000 |
|                                                                         | Proceeds from notes      payable |   |        451,169 |   |                     - |
|                                                                         | Repayments of notes payable-truck      loans |   |                     - |   |           (3,211) |
|                                                                         | Repayments of notes payable to      individuals |   |        (93,750) |   |      (162,500) |
|                                                                         | Repayment of loans from related      parties |   |        (46,588) |   |        (28,250) |
|                                                                         |   |   |  Net cash provided by      financing activities |   |        732,738 |   |      (173,961) |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |  Net decrease in      cash |   |        (42,999) |   |        (66,419) |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |          48,637 |   |        115,056 |
|                                                                         |   |   |   |  $ |            5,638 |  $ |          48,637 |
| Cash at beginning of      year                                               |   |   |   |   |
| Cash      at end of year                                           |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
| Supplemental schedule of cash flow      information:                         |   |   |   |   |
|          Interest paid                                        | $ | - | $ | 3,822 |
|                                                                         |   |   |   |   |   |   |   |
| Supplemental disclosure of      non-cash investing and financing activities: |   |   |   |   |
|                                                                         | Stock issued in exchange for      convertible debentures |  $ |        633,609 |  $ |          80,447 |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         | Stock issued as loan      inducements |  $ |        - |  $ |        245,283 |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         | Reassignment of note payable from      Richard Miller to Funds |  $ |        - |  $ |    1,000,000 |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
|                                                                         |   |   |   |   |   |   |   |
| See accompanying notes to      consolidated financial statements.            |   |   |   |   |

----

Tableof Contents

FT

|                                |   |   | Years      |   |   | 2008                                                                          |   |   | 2007     |   |
|-------------------------------------|--------|--------|-----------------|--------|--------|-------------------------------------------------------------------------------|--------|--------|----------|--------|
| Leasehold      Improvements         |   |   | 5               |   |   |                  6,385 |   |   | 4,032    |   |
| Furniture      and Fixtures         |   |   | 5               |   |   | 136,998                                                                       |   |   | 208,252  |   |
| Equipment                           |   |   | 3-5             |   |   | 92,595                                                                        |   |   | 92,595   |   |
| Vehicles                            |   |   | 3               |   |   | 18,777                                                                        |   |   | 18,777   |   |
| Total      property and equipment   |   |   |            |   |   | 254,755                                                                       |   |   | 323,656  |   |
| Less:      accumulated depreciation |   |   |            |   |   | (205,703                                                                      | )      |   | (201,670 | )      |
|                                |   |   |            |   |   |                                                                          |   |   |     |   |
| Net      property and equipment     |   |   |            |   |   | 49,052                                                                        |   |   | 121,986  |   |

| Beginning      balance payable, as of December 31, 2007 |   | $      | 4,000   |   |
|---------------------------------------------------------|--------|--------|---------|--------|
| Accrued      interest                                   |   |   | -       |   |
| Advances      from Chief Executive Officer              |   |   | 430,468 |   |
| Ending      balance payable                             |   | $      | 434,468 |   |

|                             |   | June      30,2008 |          |   | December      31,2007 |   |
|----------------------------------|--------|-------------------|---------------|--------|-----------------------|--------|
|                             |   |              |          |   |                  |   |
| Richard      Miller              |   | $                 | 1,547,500     |   |                  | $      | 1,587,500 |   |
| Philip      Holman               |   |              | 115,000       |   |                  |   | 13,500 |   |
| Alpha      Capital               |   |              |  275,000 |   |                  |   | - |   |
| Segol      Financial, Inc.  |   |              |  140,000 |   |                  |   | - |   |
| Smashclicks,      Inc.      |   |              |  647,777 |   |                  |   | - |   |
| David      Chin             |   |              |  160,000 |   |                  |   | - |   |
|                             |   | $                 | 2,885,277     |   |                  | $      | 1,      601,000 |   |

|               |   | June      30,2008 |   |   | December      31,20      07 |   |
|--------------------|--------|-------------------|--------|--------|-----------------------------|--------|
|               |   |              |   |   |                        |   |
| Alpha      Capital |   | $                 | 75,000 |   |                        | $      | 75,000 |   |

|                  |   | June      30,2008 |      |   | December      31,20      07 |   |
|-----------------------|--------|-------------------|-----------|--------|-----------------------------|--------|
|                  |   |              |      |   |                        |   |
| Institutionals      * |   | $                 | 1,446,213 |   |                        | $      | 2,079,822 |   |

|   | · the      sales were made to sophisticated or accredited investors, as defined in      Rule 502;                                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | · the      Company gave each Assignee the opportunity to ask questions and receive      answers concerning the terms and conditions of the offering and to obtain      any additional information which the Company possessed or could acquire      without unreasonable effort or expense that is necessary to verify the      accuracy of information furnished; |
|   | · at      a reasonable time prior to the sale of securities, the Company advised      each Assignee of the limitations on resale in the manner contained in      Rule 502(d)2;                                                                                                                                                                                |
|   | · neither      the Company nor any person acting on its behalf sold the securities by any      form of general solicitation or general advertising;and                                                                                                                                                                                                             |
|   | · the      Company exercised reasonable care to assure that each Assignee of the      securities is not an underwriter within the meaning of Section 2(11)      of the Securities Act of 1933 in compliance with      Rule 502(d).                                                                                                                       |

----

Tableof Contents

|                          |     | Annual   |
|-------------------------------|----------|----------|
| Year      Ending December 31, |     | Payments |
| 2008                          | $        | 21,200   |
| 2009                          |     | 52,800   |
| 2010                          |     | 52,800   |
| 2011                          |     | 52,800   |
| 2012                          |     | 17,600   |
|                          |   $ | 197,800  |

|   | · the      sales were made to sophisticated or accredited investors, as defined in      Rule 502;                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | · the      Company gave each purchaser the opportunity to ask questions and      receive answers concerning the terms and conditions of the offering and to      obtain any additional information which the Company possessed or could      acquire without unreasonable effort or expense that is necessary to verify      the accuracy of information furnished; |
|   | · at      a reasonable time prior to the sale of securities, the Company advised      each purchaser of the limitations on resale in the manner contained      in Rule 502(d)2;                                                                                                                                                                                |
|   | · neither      the Company nor any person acting on its behalf sold the securities by any      form of general solicitation or general advertising;and                                                                                                                                                                                                                   |
|   | · the      Company exercised reasonable care to assure that each purchaser of      the securities is not an underwriter within the meaning of      Section 2(11) of the Securities Act of 1933 in compliance with      Rule 502(d).                                                                                                                       |

|                                                         |   |   | June 30, 2008        |   |
|--------------------------------------------------------------|--------|--------|---------------------------|--------|
|                                                         |   |   | Underlying      Shares    |   |   | Exercise      Price |   |
| Warrants      issued during 2000                             |   |   | 1,036,000                 |   | $ | 1.50 |   |
| Warrants      issued during 2004 (expired on August 7, 2007) |   |   | 0                         |   | $ | 0 |   |
| Warrants      issued during 2004 and 2005, A Warrants        |   |   | 4,956,250                 |   | $ | 0.045 |   |

|                                  |   | June 30, 2008        |       |
|---------------------------------------|--------|---------------------------|------------|
|                                  |   | Underlying      Shares    |       |   | Exercise      Price |   |
| Warrants      issued in December 2005 |   |                      |       |   |   |   |
| A      Warrants                       |   |                      | 46,465,550 |   |   | $ | 0.02868 |   |
| B      Warrants (new)                 |   |                      | 11,458,338 |   |   | $ | 0.04 |   |

|                           |   |       | June      30, 2008 |   |            | December      31, 2007 |       |
|--------------------------------|--------|------------|--------------------|--------|-----------------|------------------------|------------|
|                           |   |       | Shares             |   | Fair      Value |                   | Shares     |   | Fair      Value |   |
| A      Warrants                |   | 46,465,550 |               | $0     |            |                   | 46,465,550 |   | $115,049 |   |
| B      Warrants-Old (expired ) | 0      |       | $0                 |   |            | 0                      |       | $0 |   |
| B      Warrants-New            |   | 11,458,338 |               | $0     |            |                   | 11,458,338 |   | $0 |   |
|                           |   |       | 57,923,888         |   | $0              |                   |       | 57,923,888 |   | $115,049 |   |

| Current      assets              |   | $ | 185,850   |   |
|----------------------------------|--------|---|-----------|--------|
| Property      and Equipment, net |   | $ | 136,454   |   |
| Goodwill                         |   | $ | 5,177,696 |   |
|                             |   | $ | 5,500,000 |   |

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Tableof Contents

|                                                                                                                                                                                           |   | June      30, 2008 |       |   | June      30, 2007 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|------------|--------|--------------------|--------|
| Net      Income/ (Loss) as reported                                                                                                                                                            |   | $                  | (1,406,403 | )      |               | $      | (117,387) |   |
| Basic      and diluted earnings per share as reported                                                                                                                                          |   | $                  | (0.00      | )      |               | $      | (0.00) |   |
| Share-based      employee compensation cost net of related tax effects included in net      income as reported                                                                                 |   |               | -          |   |               |   | - |   |
| Share-based      employee compensation cost net of related tax effects that would have been      included in the net income if the fair-value based method had been applied      to all awards |   |               | -          |   |               |   | - |   |
| Pro-forma      net income as if the fair-value method had been applied to all      awards                                                                                                      |   | $                  | (1,406,403 | )      |               | $      | (117,387) |   |
| Pro-forma      basic and diluted earnings per share as if the fair-value based method had      been applied to all awards.                                                                     |   | $                  | (0.01      | )      |               | $      | (0.00) |   |

|                                                                                  |   | June      30, |       |
|---------------------------------------------------------------------------------------|--------|---------------|------------|
|                                                                                  |   | 2008          |       |   | 2007 |   |
| Revenues:                                                                             |   |          |       |   |   |   |
|            Service      revenue - See World Satellites, Inc. |   | $             | 1,863,127  |   |   | $ | 2,231,698 |   |
|            Product      sales - FTS Wireless, Inc.           |   | $             | 895,105    |   |   | $ | 1,335,395 |   |
|            Domain      Revenue-Elysium Internet, Inc.        |   | $             | 40,977     |   |   | $ | - |   |
|            Corporate      - FTS Group, Inc.                  |   | $             | 750,000    |   |   | $ | 750,000 |   |
|      Intersegment      adjustments                           |   | $        | (750,000   | )  |   | $  |  (750,000 | )  |
|                                                                                  |   | $             | 2,799,209  |   |   | $ | 3,567,093 |   |
|                                                                                  |   |          |       |   |   |   |   |   |
| Income      (loss) from operations:                                                   |   |          |       |   |   |   |   |   |
|            Service      revenue - See World Satellites, Inc. |   | $             | 118,609    |   |   | $ | 470,834 |   |
|            Product      sales - FTS Wireless, Inc.           |   | $             | (33,237    | )  |   | $ | 8,737 |   |
|            Domain      Revenue-Elysium Internet, Inc.        |   | $             | (756,368   | )  |   | $ | - |   |
|            Corporate      - FTS Group, Inc.                  |   | $             | (518,141   | ) |   | $ | (422,173 | ) |
|                                                                                  |   | $             | (1,189,137 | ) |   | $ | 57,398 |   |
|                                                                                  |   |          |       |   |   |   |   |   |
| Identifiable      assets:                                                             |   |          |       |   |   |   |   |   |
|            Service      revenue - See World Satellites, Inc. |   | $             | 5,789,646  |   |   | $ | 6,007,296 |   |
|            Product      sales - FTS Wireless, Inc.           |   | $             | 49,938     |   |   | $ | 166,943 |   |
|            Domain      Revenue-Elysium Internet, Inc.        |   | $             | 1,648,686  |   |   | $ | - |   |
|            Corporate                                         |   | $             | 130,303    |   |   | $ | 527,417 |   |
|                                                                                  |   | $             | 7,618,573  |   |   | $ | 6,701,656 |   |

|                                                                                         |   |   |    |             For the Three and Six months ended June      30, |
|----------------------------------------------------------------------------------------------|--------|--------|---------|----------------------------------------------------------------------------------|
|                                                                                         |   |   |    | 2008                                                                             |   |   | 2007 |   |
| Basic      income (loss) per share:                                                     |   |   |    |                                                                             |   |   |   |   |
| Net      income (loss)                                                                  |   |   | $  | (1,406,403                                                                       | )  | $  | (117,387 | )  |
| Weighted      average common shares outstanding                                         |   |   |    | 270,653,180                                                                      |   |   | 153,114,029 |   |
|                                                                                         |   |   |    |                                                                             |   |   |   |   |
| Weighted income      per share :                                              |   |   |    |                                                                             |   |   |   |   |
| Weighted      average common shares outstanding                                         |   |   |    | 270,653,180                                                                      |   |   | 153,114,029 |   |
| Convertible      notes payable                                                          |   |   |    | N/A                                                                              |   |   | N/A |   |
| Warrants      A                                                                         |   |   |    | N/A                                                                              |   |   | N/A |   |
| Warrants      B                                                                         |   |   |    | N/A                                                                              |   |   | N/A |   |
| Weighted      average common shares outstanding for diluted net earning per      share  |   |   |    | 270,653,180                                                                      |   |   | 137,868,401 |   |
| Net      income (loss) per share - basic                                                |   |   | $  | (0.01                                                                            | )  | $  | 0.00 |   |
| Net      income (loss) per share - diluted                                              |   |   | $  | (0.01                                                                            | )  | $  | 0.00 |   |

----

Tableof Contents

Mana

|                                                          |   |                                              |                                                                                                    | Three      Months Ended June 30, 2008                                                                   |                                                                                              | Six      Months Ended June 30, 2008                                                                     |
|---------------------------------------------------------------|--------|---------------------------------------------------|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                                          |   |                                              |                                                                                                    | FTS                                                                                                     | FTS                                                                                               | See                                                                                                     | Elysium |   |   | FTS | FTS | See | Elysium |   |
|                                                          |   |                                              |                                                                                                    | Group                                                                                                   | Wireless                                                                                          | World                                                                                                   | Internet |   |   | Group | Wireless | World | Internet |   |
|                                                          |   |                                              |                                                                                                    | Inc.                                                                                                    | Inc.                                                                                              | Satellites                                                                                              | Inc. | Total |   | Inc. | Inc. | Satellites | Inc. | Total |
| Revenues                                                      |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
|    External                                    |   |                                              |  $              -            |  $      325,505                                                                                    |  $   885,690                                                                  |  $      22,759                                                       |  $      1,233,954 |   |  $              - |  $   895,105 |  $1,863,127 |  $      40,977 |  $      2,799,209 |
|    Internal                                    |   |                                              |                                                                                                    |        375,000                                                       |               -             |                 -       |                  - |        375,000 |   |        750,000 |                 - |                 - |   |        750,000 |
|      Segment      Revenues           |   |                                              |        375,000                                                       |     325,505                                                                         |       885,690                                                       |         22,759                                                  |     1,608,954 |   |        750,000 |       895,105 |    1,863,127 |         40,977 |     3,549,209 |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Cost      of Goods Sold                                       |   |                                              |                  - |     275,126                                                                         |       143,762                                                       |                  - |        418,888 |   |                  - |       765,845 |       303,616 |                  - |     1,069,461 |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Gross      Profit                                             |   |                                              |        375,000                                                       |       50,379                                                              |       741,928                                                       |         22,759                                                  |     1,190,066 |   |        750,000 |       129,260 |    1,559,511 |         40,977 |     2,479,748 |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Selling,      General, & Administrative                   |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |
|    External                                    |   |                                              |        239,389                                                       |       67,041                                                              |       704,049                                                       |        778,951                                                       |     1,789,430 |   |        506,335 |       157,705 |    1,425,467 |        807,763 |     2,897,270 |
|    Internal                                    |   |                                              |                                                                                                    |                  - |       75,000                                                        |       300,000                                                             |                  - |        375,000 |   |                  - |       150,000 |       600,000 |                  - |        750,000 |
|       Segment      S, G, &A |   |                                              |        239,389                                                       |     142,041                                                                         |    1,004,049                                                                       |        778,951                                                       |     2,164,430 |   |        506,335 |       307,705 |    2,025,467 |        807,763 |     3,647,270 |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Subtotal                                                      |   |                                              |                                                                                                    |        135,611                                                       |      (91,662)                                                            |      (262,121)                                                                 |       (756,192) |       (974,364) |   |        243,665 |      (178,445) |      (465,956) |       (766,786) |    (1,167,522) |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Failed      Acquisition                                       |   |                                              |       (536,136)                                                           |               -                   |                 - |                  - |            (536,136) |   |       (536,136) |                 - |                 - |                  - |           (536,136) |
| Derivative      Gain (Loss)                                   |   |                                              |         46,466                                                  |               -                   |                 - |        125,154                                                       |        171,620 |   |        115,049 |                 - |                 - |        125,153 |        240,202 |
| Depreciation                                                  |   |                                              |          (2,425)                                           |       (2,396)                                                             |         (7,717)                                           |                  - |        (12,538) |   |        (11,806) |         (4,792) |       (15,435) |                  - |        (32,033) |
| Gain      (loss) in Disposed Assets                           |   |        118,164 |               -                   |                 -       |          (1,592)                                     |        116,572                                                       |   |        135,036 |                 - |                 - |          (1,592) |        133,444 |
| Impairment      of Assets                                     |   |                                              |                  - |               -                   |                 - |        (47,500)                                                      |             (47,500) |   |                  - |                 - |                 - |        (47,500) |             (47,500) |
| Interest                                                      |   |                                              |                                                                                                    |       (191,001)                                                           |               -             |            (719)                                 |                  - |       (191,720) |   |       (265,956) |                 - |         (2,953) |                  - |       (268,909) |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Net      Income (Loss)                                        |   |                                              |       (429,321)                                                           |      (94,058)                                                                  |      (270,557)                                                           |       (680,130)                                                           |    (1,474,066) |   |       (320,148) |      (183,237) |      (484,344) |       (690,725) |    (1,678,454) |
|                                                          |   |                                              |                                                                                                    |                                                                                                    |                                                                                              |                                                                                                    |   |   |   |   |   |   |   |   |
| Intersegment      Adjustments                                 |   |                                              |       (375,000)                                                           |       75,000                                                              |       300,000                                                       |                  - |                  - |   |       (750,000) |       150,000 |       600,000 |                  - |                  - |
|                                                          |   |                                              |                                                                                                    |       (804,321)                                                           |      (19,058)                                                            |        29,443                                                        |       (680,130) |    (1,474,066) |   |    (1,070,148) |       (33,237) |       115,656 |       (690,725) |    (1,678,454) |
| Less:  Minority      Interests                      |   |                                              |                                                                                                    |               -                   |                 - |        272,051                                                       |        272,051 |   |                  - |                 - |                 - |        272,051 |        272,051 |
|                                                          |   |                                              |                                                                                                    |  $(1,608,642)                                                                                      |  $  (38,116)                                                                       |  $     58,886                                                             |  $   (408,079) |  $(1,202,015) |   |  $(1,070,148) |  $    (33,237) |  $   115,656 |  $   (418,674) |  $(1,406,403) |

----

Tableof Contents

Quan

Cont

----

Tableof Contents

Leg

Ris

Unreg

Defa

Subm

Oth

Exhi

| Exhibit      Number |   | Description      of Exhibits |
|---------------------|--------|------------------------------|

| 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    | Certificate      of Designation for Series A Convertible Preferred Stock, dated April 15,      1998 (included as Exhibit 2.2 to the Form 10SB12G filed August 24, 1998,      and incorporated herein by reference). |
|   |                                                                                                                                                                                                                |
| 3.3    | Bylaws      (included as Attachment C to the Definitive Proxy on Form DEF 14A filed      January 9, 2004, and incorporated herein by  reference).                                                                   |

| 3.4    | Amendment      to the Articles of Incorporation (included as Exhibit 10.1 to the Form 8-K      filed March 13, 2006, and incorporated herein by    reference).                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                     |
| 3.5    | Certificate      of Designation for Series B Convertible Preferred Stock dated March 8,      2006 (included as Exhibit 10.1 to the Form 8-K filed March 13, 2006, and      incorporated herein by reference).                                            |
|   |                                                                                                                                                                                                                                                     |
| 3.6    | Amendment      to the Articles of Incorporation, as amended, dated October 20, 2006,      filed with the State of Nevada January 18, 2007 (included as Exhibit 3.6      to the Form 10-Q filed May 21, 2008, 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    | A      Warrant Form (included as Exhibit 4.1 to the Form 8-K filed March 24,      2005, and incorporated herein by reference).                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                           |
| 4.3    | B      Warrant Form (included as Exhibit 4.2 to the Form 8-K filed March 24,      2005, and incorporated herein by reference).                                                                                                 |
|   |                                                                                                                                                                                                                           |
| 4.4    | 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). |
|   |                                                                                                                                                                                                                           |
| 4.5    | 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). |
|   |                                                                                                                                                                                                                           |
| 4.6    | A      Warrant Form (included as Exhibit 4.1 to the Form 8-K filed January 5,      2006, and incorporated herein by reference).                                                                                                |
|   |                                                                                                                                                                                                                           |
| 4.7    | B      Warrant Form (included as Exhibit 4.2 to the Form 8-K filed January 5,      2006, and incorporated herein by reference).                                                                                                |
|   |                                                                                                                                                                                                                           |
| 4.8    | Form      of Common Stock Purchase Warrant between the Company and Olympus      Securities, (included as Exhibit 4.16 to the Form SB-2/A filed July 5,      2006, and incorporated herein byreference).                        |

| 10.1   | Promissory      Note between the Company and Alpha Capital Aktiengesellschaft (included as      Exhibit 10.1 to the Form 8-K filed January 5, 2006, and incorporated      herein by reference).                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                |
| 10.2   | Subscription      Agreement between the Company and certain subscribers, dated December 29,      2005 (included as Exhibit 10.2 to the Form 8-K filed January 5, 2006, and      incorporated herein by reference).                                                  |
|   |                                                                                                                                                                                                                                                                |
| 10.3   | Guaranty      Agreement between the Company and certain lenders, dated December 29, 2005      (included as Exhibit 10.3 to the Form 8-K filed January 5, 2006, and      incorporated herein by reference).                                                          |
|   |                                                                                                                                                                                                                                                                |
| 10.4   | Security      Agreement between the Company and certain lenders, dated December 29, 2005      (included as Exhibit 10.4 to the Form 8-K filed January 5, 2006, and      incorporated herein by reference).                                                          |
|   |                                                                                                                                                                                                                                                                |
| 10.5   | Security      and Pledge Agreement between the Company and certain lenders, dated      December 29, 2005 (included as Exhibit 10.5 to the Form 8-K filed January      5, 2006, and incorporated herein by reference).                                               |
|   |                                                                                                                                                                                                                                                                |
| 10.6   | Collateral      Agent Agreement between the Company and certain lenders (included as      Exhibit 10.6 to the Form 8-K filed January 5, 2006, and incorporated      herein by reference).                                                                           |
|   |                                                                                                                                                                                                                                                                |
| 10.7   | Promissory      Note between the Company and Richard E. Miller, dated January 3, 2006      (included as Exhibit 10.1 to the Form 8-K filed January 9, 2006, and      incorporated herein by reference).                                                             |
|   |                                                                                                                                                                                                                                                                |
| 10.8   | Stock      Purchase Agreement between the Company and Richard E. Miller, dated      January 3, 2006 (included as Exhibit 10.2 to the Form 8-K filed January 9,      2006, and incorporated herein by reference).                                                    |
|   |                                                                                                                                                                                                                                                                |
| 10.9   | Stock      Escrow Agreement between the Company, Richard E. Miller, and Lambert&      Martineau, attorneys at law, dated January 3, 2006 (included as Exhibit      10.3 to the Form 8-K filed January 9, 2006, and incorporated herein by      reference).      |
|   |                                                                                                                                                                                                                                                                |
| 10.10  | Amendment      Number 1 to the Retailer Agreement between the Company and EchoStar      Satellite LLC, dated March 31, 2006 (included as Exhibit 10.1 to the Form      8-K filed March 31, 2006, and incorporated herein by      reference).                        |
|   |                                                                                                                                                                                                                                                                |
| 10.11  | Amendment      to extend Authorized Regional Service Provider Agreement between the      Company and Dish Network Service LLC dated March 31, 2006 (included as      Exhibit 10.2 to the Form 8-K filed March 31, 2006, and incorporated herein      by reference). |
|   |                                                                                                                                                                                                                                                                |
| 10.12  | Letter      Agreement between the Company and EchoStar Satellite LLC, dated March 27      2006 (included as Exhibit 10.1 to the Form 8-K filed April 5, 2006, and      incorporated herein by reference).                                                           |
|   |                                                                                                                                                                                                                                                                |
| 10.13  | Employment      Agreement between the Company and Scott Gallagher dated November 15, 2005      with amended start date of February 1, 2007 (included as Exhibit 10.27 to      the Form 10-QSB filed May 15, 2006, and incorporated herein by      reference).       |
|   |                                                                                                                                                                                                                                                                |
| 10.14  | Employment      Agreement between the Company and David Rasmussen dated February 1, 2006      (included as Exhibit 10.28 to the Form 10-QSB filed May 15, 2006, and      incorporated herein by reference).                                                         |
|   |                                                                                                                                                                                                                                                                |
| 10.15  | Promissory      Note between the Company and Alpha Capital Anstalt, dated January 22, 2007      (included as Exhibit 10.1 to the Form 8-K filed January 26, 2007, and      incorporated herein by reference).                                                       |
|   |                                                                                                                                                                                                                                                                |
| 10.16  | Promissory      Note between the Company and Ellis International, Ltd., dated January 22,      2007 (included as Exhibit 10.2 to the Form 8-K filed January 26, 2007, and      incorporated herein by reference).                                                   |
|   |                                                                                                                                                                                                                                                                |
| 10.17  | Promissory      Note between the Company and Platinum Long Term Growth V, dated January      22, 2007 (included as Exhibit 10.3 to the Form 8-K filed January 26, 2007      and incorporated herein by reference).                                                  |
|   |                                                                                                                                                                                                                                                                |
| 10.18  | Promissory      Note between the Company and Whalehaven Capital Fund Limited, dated      January 22, 2007 (included as Exhibit 10.4 to the Form 8-K filed January      26, 2007 and incorporated herein by reference).                                              |
|   |                                                                                                                                                                                                                                                                |
| 10.19  | Assignment      and Amendment No. 1 to Note Agreement by and among the Company, Richard E.      Miller and Assignees, dated January 22, 2007 (included as Exhibit 10.5 to      the Form 8-K filed January 26, 2007, and incorporated herein by      reference).     |

| 10.20 | Asset      Purchase Agreement between the Company and US Biodefense, Inc., dated      March 19, 2008 (included as Exhibit 10.1 to the Form 8-K filed April 11,      2008, and incorporated herein byreference). |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10.21 | Promissory      Note due January 3, 2010, issued to the Company by US Biodefense, Inc.      (included as Exhibit 10.2 to the Form 8-K filed April 11, 2008, and      incorporated herein by reference). |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 10.22 | Binding      Agreement between the Company and OTG Technologies Group, Inc. on one side      and On The Go HealthCare, Inc. DBA On The Go Technologies, Inc. on the      other side, dated March 18, 2008 (included as Exhibit 10.22 to the Form      10-Q filed May 21, 2008, and incorporated herein by      reference). |
|-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 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 Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to      Section 906 of the Sarbanes-Oxley Act of2002. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                                                         | FTS      GROUP, INC.                                                                                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                         |                                                                                                                                                                                    |
|                                                                                                                                         |                                                                                                                                                                                    |
| Dated:      August 19,      2008                   | By:            /s/ Scott      Gallagher                    |
|                                                                                                                                         | Name:      Scott Gallagher                                                                                                                                                         |
|                                                                                                                                         | Title:        Chairman of the Board, Chief Executive Officer,                                                                                                                 |
|                                                                                                                                         |                  Principal Accounting Officer and President                                                                 |
|                                                                                                                                    |                                                                                                                                                                                    |
| Dated:      August 19,      2008                   | By:           /s/ David R.      Rasmussen                                                                    |
|                                                                                                                                         | Name:      David Rasmussen                                                                                                                                                         |
|                                                                                                                                         | Title:   Chief      Operating Officer and Director                                                                                                                       |

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