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

                                   FORM 10-QSB

                                   (MARK ONE)

    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

     [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                    EXCHANGE
      ACT OF 1934. FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER 000-24829

                                 FTS GROUP, INC.
                                 ---------------

        (exact name of small business issuer as specified in its charter)


            Nevada                               84-1416864
 -----------------------------              --------------------
(State  or  Other  Jurisdiction  of           (I.R.S.  Employer
  Incorporation  or  Organization)           Identification  No.)



                7610 West Hillsborough Ave., Tampa, Florida 33615
                -------------------------------------------------
                    (Address of principal executive offices)

                                  (813)  868-3600
                                  ---------------
                           (issuer's telephone number)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that  the registrant was required to file such reports, and (2)
has  been subject to such filing requirements in for the past 90 days. Yes [ X ]
No  [   ]

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

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

                                 FTS GROUP, Inc.

                                TABLE OF CONTENTS

PART  I.  FINANCIAL  INFORMATION                                            PAGE
--------------------------------
Item  1.  Financial  Statements.                                               1

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

Item  3.  Controls  and  Procedures.                                           8


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

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

Item  3.  Defaults  Upon  Senior  Securities.                                  9

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

Item  5.  Other  Information.                                                  9

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

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

Consolidated  Financial  Statements  (unaudited)
PAGE

Balance  Sheet  -  June  30,  2005 and December 31, 2005                       2

Statements  of  Operations  -  Three  and  Six  months ended
June 30,  2005 and 2004                                                        2

Statements  of  Cash  Flows  -   Six  months  ended  June
30,  2005  and  2004                                                           3

Notes  to  Consolidated  Financial  Statements                                 4

                                        1

<TABLE>
<CAPTION>

                           FTS GROUP, INC. AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS


<S>                                                          <C>           <C>
                                                             June 30,2005   December 31, 2004
                                                             ------------  ------------
                                                             (Unaudited)       (Audited)
CURRENT ASSETS
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     5,016   $     7,949
  Accounts receivable, net. . . . . . . . . . . . . . . . .      218,005        87,485
  Inventory . . . . . . . . . . . . . . . . . . . . . . . .       74,875        44,998
  Prepaid Expense . . . . . . . . . . . . . . . . . . . . .        4,775        35,430
                                                             ------------  ------------
      Total current assets. . . . . . . . . . . . . . . . .      302,671       175,862
                                                             ------------  ------------

PROPERTY AND EQUIPMENT, NET . . . . . . . . . . . . . . . .      214,016       124,555
                                                             ------------  ------------

OTHER ASSETS
  Investment in private entity. . . . . . . . . . . . . . .        7,500         7,500
  Deposits. . . . . . . . . . . . . . . . . . . . . . . . .       20,489        19,489
                                                             ------------  ------------
      Total other assets. . . . . . . . . . . . . . . . . .       27,989        26,989
                                                             ------------  ------------


                                                             $   544,676   $   327,406
                                                             ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable. . . . . . . . . . . . . . . . . . . . .  $    92,781   $    69,175
  Accrued expenses. . . . . . . . . . . . . . . . . . . . .      200,188       190,548
  Notes payable - individuals . . . . . . . . . . . . . . .        3,250        37,250
  Notes payable - related parties
      Net of debt discount. . . . . . . . . . . . . . . . .            -       111,751
  Note payable - Dutchess Private Equities Fund II, LP. . .            -       240,000
                                                             ------------  ------------
      Total current liabilities . . . . . . . . . . . . . .      296,219       648,724
                                                             ------------  ------------


CONVERTIBLE DEBENTURES,. . . . . . . .                                 -       100,493
                                                             ------------  ------------

STOCKHOLDERS' DEFICIT
  10% Convertible preferred stock, Series A, $0.01 par
    value, 150,000 shares authorized, 0 shares issued
    and outstanding . . . . . . . . . . . . . . . . . . . .            -
  Preferred stock, $0.01 par value, 4,850,000 undesignated
    shares authorized, none issued. . . . . . . . . . . . .            -
  Common stock, $0.001 par value, 150,000,000 shares
    authorized, 56,982,202 and 37,882,183 shares issued
    and outstanding at June 30, 2005 and
    December 31, 2004, respectively. . . . . . . . . . . . .      56,982        37,882
  Additional paid in capital. . . . . . . . . . . . . . . .    9,462,043     7,848,833
  Accumulated deficit . . . . . . . . . . . . . . . . . . .   (9,270,568)   (8,308,526)
                                                             ------------  ------------
      Total stockholders' equity (deficit) . . . . . . . .       248,457      (421,811)
                                                             ------------  ------------


                                                             $   544,676   $   327,406
                                                             ============  ============

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
</TABLE>

<TABLE>
<CAPTION>

                         FTS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<S>                                            <C>              <C>          <C>                  <C>
                                               Three Months Ended June 30,        Six Months ended June 30
                                                  2005               2004          2005                2004
                                               ---------------------------------------------------------------


 REVENUES
   Sales , NET. . . . . . . . . . . . . . . .  $  346,730       $  116,787   $   650,700          $   298,122

 COST OF GOODS SOLD . . . . . . . . . . . . .     259,868           39,695       395,386              182,829
                                               ---------------------------------------------------------------

 GROSS PROFIT . . . . . . . . . . . . . . . .      86,862           77,092       255,314              115,293

 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES     272,281          293,092     1,027,608            1,200,998
                                               ---------------------------------------------------------------

 LOSS FROM OPERATIONS . . . . . . . . . . . .    (185,419)        (216,000)     (772,294)          (1,085,705)
                                               ---------------------------------------------------------------

OTHER INCOME (EXPENSE)
  Interest. . . . . . . . . . . . . . . . . .      (5,636)               -      (189,748)                  -
                                               ---------------------------------------------------------------
                                                   (5,636)               -      (189,748)                  -
                                               ---------------------------------------------------------------

NET LOSS. . . . . . . . . . . . . . . . . . .  $ (191,055)  $     (216,000)  $  (962,042)        $(1,085,705)
                                               ===============================================================

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING
  (BASIC AND DILUTED) . . . . . . . . . . . .  56,311,628       24,883,925    52,020,779          23,163,751
                                               ===============================================================

NET LOSS PER COMMON SHARE (BASIC AND DILUTED)  $    (0.00)  $        (0.01)  $     (0.02)        $     (0.05)
                                               ===============================================================

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

</TABLE>
                                        2
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<S>                                             <C>          <C>
                                                      2005         2004
                                                -----------  -----------

NET CASH USED IN OPERATING ACTIVITIES . . . . .   ($481,354)   ($107,153)
                                                -----------  -----------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment . . . . .    (107,537)      (1,667)
                                                -----------  -----------

  Net cash  used in investing activities . . .    (107,537)      (1,667)
                                                -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of loans from related parties. . .    (161,682)    (131,822)
  Proceeds from issuance of stock. . . . . . .     844,460            .
  Proceeds from convertible debenture. . . . .           -      238,011
  Repayment of convertible debentures. . . . .     (26,876)           -
  Proceeds from stock issued under equity line     325,078            -
  Proceeds from Note Payable-Dutchess Private.           -
     Equities Fund, II, LP . . . . . . . . . .     500,000
  Repayment of Note Payable-Dutchess Private .           -
     Equities Fund, II, LP . . . . . . . . . .    (861,022)
  Repayments of loans from individuals . . . .     (34,000)           -
                                                -----------  -----------

  Net cash provided by financing activities. .     585,958      106,189
                                                -----------  -----------

Net decrease in cash . . . . . . . . . . . . .      (2,933)      (2,631)

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

Cash, end of period. . . . . . . . . . . . . .  $    5,016   $    4,256
                                                ===========  ===========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW
INFORMATION:

Cash paid during the year for:
  Interest expense . . . . . . . . . . . . . .     $30,917        $   -
                                              ============  ============

SUPPLEMENTARY DISCLOSURE OF NON CASH
INVESTING AND FINANCING ACTIVITIES:

Stock issued in exchange for long-term debt. .     $73,617        $   -
                                              ============  ============
Stock issued as loan inducements . . . . . . .     $38,462        $   -
                                              ============  ============
Stock issued in payment of accounts payable  .     $77,365        $   -
and accrued expenses                          ============  ============

<FN>

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

</TABLE>
                                        3

                         FTS Group, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                  (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

FTS Group, Inc. (the "Company"), was incorporated under the laws of the State of
Nevada.  The Company is engaged in the acquisition and development of a chain of
full  service  retail  wireless  stores.  The  Company's primary business is the
marketing,  sale  and  activation  of  cellular and satellite handsets, cellular
accessories  and  other  related  wireless  products  such  as Wi-Fi service and
related  access  equipment  for  residential  or  business  purposes.

                          PRINCIPLES OF CONSOLIDATION
                          ---------------------------

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

                              BASIS OF PRESENTATION
                              ---------------------

The  accompanying  unaudited  interim financial statements have been prepared in
accordance  with  Accounting Principles Generally Accepted ("GAAP")in the United
States of America for interim financial information and with the instructions to
Form  10-QSB.  Accordingly  the  accompanying  financial  statements and related
footnotes  have  been condensed and do not contain certain information that will
be  included in the Company's annual financial statements and footnotes thereto.
In  the  opinion  of management, all adjustments (consisting of normal recurring
adjustments)  considered  necessary  for a fair presentation have been included.
Results  for  the  three  months  and  six  months  ended  June  30,2005 are not
indicative  of the results that may be expected for the year ending December 31,
2005.  As  contemplated  by  the  Securities  and  Exchange  Commission,  these
statements  should be read in conjunction with consolidated financial statements
and  related  footnotes  thereto included in the Company's annual report on Form
10-KSB  for  the  year  ended  December  31,  2004.

NET  LOSS  PER  COMMON  SHARE

Basic  net  loss  per  common share was computed by dividing the net loss by the
weighted  average  number  of common shares outstanding for the three months and
six  months  ended  June 30, 2005 and 2004. The effect of including common stock
equivalents  in  the  calculation  of net loss per share would be anti-dilutive.
Therefore,  outstanding  common  stock equivalents have not been included in the
calculation  of the net loss per share. As a result, basic net loss per share is
the same as diluted net loss per share for the three months and six months ended
June  30,  2005  and  2004.

STOCK-BASED  COMPENSATION

The  Company  accounts  for  equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to  other  than  employees  based  on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more  reliably  measurable. The Company accounts for stock based compensation in
accordance  with  SFAS  123,  "Accounting  for  Stock-Based  Compensation."  The
provisions  of  SFAS  123  allow  companies to either expense the estimated fair
value  of  stock options or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees"  ("APB  25")  but disclose the pro forma effects on net income (loss)
had  the  fair  value  of  the options been expensed. The Company has elected to
continue  to  apply  APB  25 in accounting for its stock option incentive plans.


RECENT  ACCOUNTING  PRONOUNCEMENTS

In  December  2004, the FASB issued Statement of Financial Accounting Standards,
or SFAS, No. 123R "Share-Based Payment." SFAS No. 123R establishes standards for
the  accounting  for  transactions  in  which  an  entity  exchanges  its equity
instruments  for  goods  or  services.  This  Statement  focuses  primarily  on
accounting  for  transactions  in  which  an entity obtains employee services in
share-based  payment transactions. SFAS No. 123R requires that the fair value of
such  equity instruments be recognized as an expense in the historical financial
statements  as  services are performed. SFAS 123R, replaces SFAS 123, Accounting
for  Stock  Based  Compensation and Supercedes APB opinion No.25, Accounting for
Stock Issued to Employees. This guidance is effective as of the first interim or
annual  reporting  period after December 15, 2005 for Small Business Filers. The
adoption  of  SFAS  123  (R)  is  not  expected to have a material effect on our
financial  position  or  operations.

                                        4

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

The accompanying consolidated financial statements have been prepared on a going
concern  basis, which contemplates the realization of assets and satisfaction of
liabilities  in  the  normal course of business. As of June 30, 2005 the Company
has  an  accumulated  deficit of $9,270,568, Also the Company has incurred a net
loss  of  $962,042  for  the  six  months  ended  June 30, 2005. These financial
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  As  part  of  management's  plan,  the  Company  is  seeking  to raise
additional  capital  to  execute  its  business  plan.

The  Company's  ability  to  continue  as a going concern is contingent upon its
ability  to  expand  its operations and secure additional financing. The Company
has  a  $6 Million Equity Line of Credit in place with Dutchess Private Equities
Fund,  LP  and is pursuing additional financing options to execute its operating
and expansion plans. Failure to secure financing or expand operations may result
in  the  Company  not  being  able  to  continue  as  a  going  concern.

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


NOTE  3          FINANCING  ACTIVITIES
--------------------------------------

During  the six months ended June 30, 2005, the Company issued 10,675,000 shares
of  common  stock to a group of accredited investors in private placements at an
average  price  of  $.08 per share for gross proceeds of $769,460 after fees and
expenses.  These  funds  are  primarily  used  for  working capital, acquisition
related  costs  and  to  reduce  outstanding  liabilities.

During  the  six months ended June 30, 2005, the Company issued 2,030,000 shares
of  common  stock  for  services pursuant to a Form S-8 registration. The shares
were  valued  at  fair market on the date it was agreed that the shares would be
issued.  The  non-stock  compensation  expense  of  $294,350 has been charged to
operations  during  the  period  and  reported  under  Selling,  General  and
Administrative  Expenses.

During the six months ended June 30, 2005, 1,682,500 shares were issued relating
to  note  agreements.

During  the  six months ended June 30, 2005, 587,550 shares were issued relating
to  private placements.

During  the  six months ended June 30, 2005, 522,086 shares were issued relating
to  the Company's convertible debenture with Dutchess Private Equities Fund. The
convertible  debenture  was  fully  extinguished  during  the  period.

During the six months ended June 30, 2005, 2,665,383 shares were issued relating
to  the  Company's equity line of credit for proceeds of approximately $269,909.
Funds  were  used  to  repay  outstanding  notes.

During  the  six months ended June 30, 2005,  937,500  shares  were  sold to two
accredited investors valued at $.08 for proceeds of $75,000. The funds were used
for  general  working  capital  purposes.

NOTE  4           EQUITY  LINE  OF  CREDIT
------------------------------------------

The  Company  maintains  an equity line of credit with Dutchess Private Equities
Fund.  The  Company  may  cancel this line of credit at any time.  The agreement
provides  for  a  maximum  of  $6,000,000 with 15,000,000 shares of common stock
registered  and  available  to repay credit line advances.  As of June 30, 2005,
there  remains  10,179,748 shares unissued.  Shares are convertible based on 93%
of  the  three  day average of the lowest three out of five days subsequent to a
put  for  funds.

NOTE  5                        CONTINGENCIES
--------------------------------------------

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

NOTE  6                  WARRANTS  AND  OPTIONS
-----------------------------------------------

The  Company has a Non-Qualified Stock Option and Stock Grant Plan (the "Plan"),
adopted in July 1997. For the six months ended June 30, 2005 the Company has not
granted  any  options  and  currently  intends  to  cancel  the  plan. Under the
Company's  Plan,  the Company's Board of Directors has reserved 2,500,000 shares
that  may  be  granted  at  the Board of Directors' discretion. No option may be
granted  after  July  27, 2007 and the maximum term of the options granted under
the  Plan is ten years. The effect of applying SFAS 123 on a pro forma basis was
$0  for  the  six months ended June 30, 2005 and 2004 because all of the options
were  granted  and  fully  vested  prior to 2003. Changes in options outstanding
under  the  plan  are  summarized  as  follows:

                           Number  of  shares                  Weighted  Average
                                                                Exercise  Price
                           -----------------                    ---------------
Outstanding  at  December
 31,  2004                       598,000                          $      1.50
                             ---------------                     --------------
Granted                                -                                    -
Exercised                              -                                    -
Forfeited                              -                                    -
Outstanding  at  June  30,
 2005                            598,000                          $      1.50
                             ---------------                     --------------

The exercise price for all options is at or above the market value of the common
stock  as  of  the  date  of  grant.

The  following  table  summarizes  information  about fixed price stock options:

                                        5

OUTSTANDING  AND  EXERCISABLE
Weighted      Weighted       Weighted       Weighted
Average        Average       Average        Average
Exercise       Number      Contractual      Exercise
Price        Outstanding      Life           Price
===========  -----------    ----------      --------
0.81-1.38       4,000     6.1  years        $  1.14
1.50-2.75     594,000     6.7  years        $  1.50
------------ -----------  ----------       ----------

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

The Company had 3,000,000 warrants
outstanding  relating to a dividend declared to stockholders of record on August
27,  2004.  In accordance with the subscription agreement relating to the recent
private  placement  the  Company  issued  the following warrants. Investors will
receive two classes of warrants, called Series A and Series B warrants, for each
share  of common stock purchased. The A warrants have an exercise price of $0.08
and  B warrants have an exercise price of $0.12. The Company filed the terms and
conditions  of  the  financing  and registration rights in March of 2005 on Form
8-K.  The  funds raised in the private placement were primarily used for working
capital, costs related to the opening of new locations and to reduce outstanding
liabilities

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

Warrants  issued  during  2000          1,036,000          $    1.50
Warrants  issued  during  2004
(10%  Warrant  Div)                     3,000,000          $    0.25
Warrants  issued  during  2004
and  2005(A  and  B  Warrants)         30,862,500          $.08/$.12
                                  ---------------     --------------

NOTE  7          CONCENTRATIONS  OF  CREDIT  RISK
-------------------------------------------------

The  Company's  concentrations  of  credit  risk consist principally of Accounts
Receivable  and  Accounts  Payable.  The  Company purchases approximately 90% of
their  wireless  handsets  and  other  supplies  from  two vendors who represent
approximately  92%  of  accounts  payable  at June 30, 2005. Additionally, these
same two vendors are also major customers of the Company who provide over 94% of
revenue,  and  represent  100%  of  accounts  receivable  at  June  30,  2005.

NOTE  8           SUBSEQUENT  EVENTS
-------------------------------------

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

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

The  following  discussion and analysis covers material changes in our financial
condition since the year ended December 31, 2004 and a comparison of the results
of  operations  for  the  three  and six months ended June 30, 2005 and the same
period  in 2004. This discussion and analysis should be read in conjunction with
"Management's Discussion and Analysis or Plan of Operation" included in our Form
10-KSB  for  the  year  ended  December  31,  2004.

CAUTIONARY  STATEMENT  REGARDING  FORWARD  LOOKING  STATEMENTS

This  report  on  Form  10-QSB  contains forward-looking statements that involve
risks  and  uncertainties.  We  generally  use  words  such as "believe," "may,"
"could,"  "will,"  "intend,"  "expect,"  "anticipate,"  "plan,"  and  similar
expressions  to  identify forward-looking statements. You should not place undue
reliance  on  these  forward-looking statements. Our actual results could differ
materially  from  those  anticipated  in the forward-looking statements for many
reasons,  including  the  risks  described  below  and elsewhere in this report.
Although we believe the expectations reflected in the forward-looking statements
are  reasonable,  they  relate  only  to  events  as  of  the  date on which the
statements  are made, and our future results, levels of activity, performance or
achievements  may not meet these expectations. We do not intend to update any of
the  forward-looking statements after the date of this document to conform these
statements  to  actual  results  or  to  changes  in our expectations, except as
required  by  law.

                                        6

OVERVIEW

We  focus  on  developing,  investing  in,  and  acquiring  cash-flow  positive
businesses and viable business projects primarily in the wireless and technology
industries.  As  of  June  30  2005,  we  operated  a total of 8 retail wireless
locations;  we lease four locations in Tampa, FL, one in St. Petersburg, FL, one
in  Brandon,  FL,  one  in  Lutz,  FL,  and  one  in  Clearwater,  FL.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

In  December  2001,  the  SEC  issued a cautionary advice to elicit more precise
disclosure  about  accounting  policies management believes are most critical in
portraying  our  financial  results and in requiring management's most difficult
subjective  or  complex  judgments.  The  preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America  requires  management  to  make  judgments  and  estimates.

We  believe  the  following  critical  accounting  policies  affect  our  more
significant  judgments and estimates used in the preparation of our consolidated
financial  statements.

REVENUE  RECOGNITION

Net  revenues  from  product sales are recognized upon the transfer of title and
risk  of ownership to customers. Allowances for estimated returns, discounts and
doubtful  accounts  are  provided when sales are recorded. Shipping and handling
costs  are  included  in  cost  of  sales.

We  recognize  revenue  from  the  sale  and activation of wireless handsets and
related  accessories.

IMPAIRMENT OF LONG-LIVED ASSETS

The  Company  reviews its long-lived assets including property and equipment and
its  identifiable  intangible  assets  subject  to amortization whenever current
events  or  changes  in  circumstances  indicate that the carrying amount of the
assets  may  not  be  fully  recoverable.  To  determine  recoverability  of its
long-lived  assets, the Company evaluates the estimated future undiscounted cash
flows  that  are  directly  associated  with and that are expected to arise as a
direct  result  of the use and eventual disposition of that long-lived asset. If
the  estimated future undiscounted cash flows demonstrate that recoverability is
not  probable,  an impairment loss would be recognized. An impairment loss would
be  calculated  based on the excess carrying amount of the long-lived asset over
the  long-lived  assets  fair  value.

THREE  MONTHS  PERIOD ENDED JUNE 30, 2005 AS COMPARED TO THREE MONTHS ENDED JUNE
30,  2004

RESULTS  OF  OPERATIONS

Sales  revenue  for the three months ended June 30, 2005 increased $229,943, (or
197%),  to $346,730, as compared to $116,787 for the three months ended June 30,
2004. The increase in sales revenue was primarily related to the acquisition and
development  of several new retail outlets, new marketing programs as well as an
increased  focus  on  post  pay  wireless  activations.

Cost  of  Goods  Sold  for  the  three  months ended June 30, 2005, increased by
$220,173 to $259,868, as compared to $39,695 for the three months ended June 30,
2004.  The  increase in cost of goods sold was due to the increase
in  overall  sales.

Gross  profits  increased by $9,770 from $77,092 in 2004 to $86,862 in 2005. The
increase  in  gross  profits is attributed to the increase in post paid wireless
activations  for the period. Gross profits as a percentage of sales decreased to
25%  in  2005  compared  to  66%  in  2004.  The  decrease in gross profits as a
percentage  of  sales  is  related  to a greater focus on post-paid activations.

Selling,  General  and  Administrative for the three months ended June 30, 2005,
decreased  $20,811  to  $272,281,  as  compared to $293,092 for the three months
ended  June  30,  2004.  Even  with  a  197% increase in sales, S,G &A expense's
dropped  7%.  The  decrease  is  attributed to an overall reduction in operating
expenses including but not limited to; reduced financing costs, consulting fees,
professional  fees  and  investor  relations  fees.

Our  net  loss  decreased by $24,945 to $191,055 for the three months ended June
30,  2005, as compared to $216,000 for the three months ended June 30, 2004. The
decrease  was  primarily  related  to  reduced  professional fees, reduced stock
compensation  expenses  and  improved  operational  efficiencies.

INTEREST EXPENSE

Interest  expense  increased to $189,748 for the six months ended June 30, 2005,
as  compared  to  $0  for  the  six  months ended June 30, 2004. The increase is
related  to  increased  financing  costs  incurred  on  promissory  notes.

                                        7

LIQUIDITY  AND  CAPITAL  RESOURCES

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

As  of  June  30, 2005, our Current Assets were $302,671 and Current Liabilities
were  $296,219.  Our  current  liabilities consist mainly of accounts payable of
$92,781,  accrued  expenses  of  $200,188  and  notes  payable  of  $3,250.  Our
Stockholder's  Equity  at  June  30,  2005  was  $248,457.

At  June  30,  2005,  we  had  cash  available of $5,016, accounts receivable of
$218,005,  inventory  of  $74,875,  property  and equipment of $214,016, prepaid
expenses  of  $4,775, investments valued at $7,500 and deposits of $20,489 for a
total  of  $544,676.

During  the  six  month period ended June 30, 2005, we used $481,354 in cash for
operating  activities  as  compared to the six month period ended June 30, 2004,
where  we  used  $107,153 in cash for operating activities. Net cash provided by
financing  activities for the six months ended June 30,2005 and 2004 of $585,958
and  $106,189,  respectively.  Notes payable decreased from $357,751 at June 30,
2004 to $3,250 at June 30, 2005, accumulated deficit increased from ($8,308,526)
at  December  31,  2004 to ($9,270,568) at June 30, 2005, Convertible debentures
were  fully  extinguished  from  $100,493  at  December 31,2004 and stockholders
equity  (deficit)  improved from a deficit of ($421,811) at December 31, 2004 to
stockholders  equity  of  $248,457  at  June  30,  2005 for a net improvement of
$670,268.

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

Financing  Activities

On  March  4,  2005,  we finalized a private placement in which we have issued a
total  of  14,493,750  shares  of common stock and associated warrants for gross
proceeds  of $1,159,500. We agreed to file a Registration Statement with the SEC
to register the resale of the shares of our common stock and the shares that may
be issued if the investors exercise the warrants. The A warrants allow investors
to purchase 14,493,750 shares of our common stock at an exercise price of $0.12,
subject to adjustment, the A warrants expire in March 2008. The B warrants allow
investors to purchase 14,493,750 shares of our common stock at an exercise price
of  $0.08,  subject  to  adjustment,  the  B  warrants  expire  180 days after a
Registration  Statement  is  declared  effective  by the Securities and Exchange
Commission.  These  funds were primarily used for working capital, costs related
to  new  store  openings  and  to  reduce  outstanding  liabilities.

During  the  six months ended June 30, 2005, 522,086 shares were issued relating
to  our  convertible  debenture  with  Dutchess  Private  Equities  Fund.  The
convertible  debenture  was  fully  extinguished  during  the  period.

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

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

Subsidiary

As  of  June  30,  2005,  we had one wholly-owned subsidiary, FTS Wireless, Inc.


ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our  management evaluated, with the participation of our Chief Executive Officer
and  our  Chief  Financial Officer, the effectiveness of our disclosure controls
and  procedures  as of the end of the period covered by this Quarterly Report on
Form 10-QSB. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we  file  or  submit  under the Securities Exchange Act of 1934 (i) is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and Exchange Commission rules and forms, and (ii) is accumulated and
communicated  to  our  management, including our Chief Executive Officer and our
Chief  Financial  Officer,  as  appropriate  to allow timely decisions regarding
required  disclosure.  Our  disclosure  controls  and procedures are designed to
provide  reasonable  assurance  that  such  information  is  accumulated  and
communicated  to  our management. Our disclosure controls and procedures include
components  of  our  internal  control  over  financial  reporting. Management's
assessment of the effectiveness of our internal control over financial reporting
is  expressed  at  the level of reasonable assurance that the control system, no
matter  how  well  designed  and  operated, can provide only reasonable, but not
absolute,  assurance  that  the  control  system's  objectives  will  be  met.

                                        8

Changes in Internal Controls

During  the  second quarter, we improved our internal controls and procedures by
utilizing  independent financial experts on a consulting basis as a result of an
evaluation  completed  during  our 2004 audit process. We believe the changes to
controls  and  procedures  will  improve the reporting process as we continue to
expand  our  operations  in  2005.  Other  than  utilizing independent financial
experts on a consulting basis, there was no change in our internal control over
financial  reporting that occurred during the second quarter of the year covered
by  this  report that materially affected, or is reasonably likely to materially
affect,  our  internal  control  over  financial  reporting.

PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

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

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

RECENT  SALES  OF  SECURITIES

During  the  three months ended June 30, 2005, we sold 937,500 restricted shares
valued at $.08 with "piggy-back" Registration rights to two accredited investors
for  total  proceeds  of $75,000. In accordance with the private placements, the
investors  will receive two classes, A and B warrants, for each share purchased.
The  warrants  are priced at $.12 and $.08. We filed the terms and conditions of
the  financing,  including  registration rights in March of 2005 on Form 8K. The
funds  will  be  used  for  general  working  capital  purposes.

These issuances of securities were undertaken
under  Rule 506 of Regulation D under the Securities Act of 1933, as amended, by
the  fact  that:

-  the  sale  was  made  to  a  sophisticated  or  accredited  investor;

-  we  gave  the  purchaser the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any additional
information  which  we 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, we advised the purchaser
of  the  limitations  on  resale  in  the  manner  contained  in  Rule  502(d)2;

- neither we nor any person acting on our behalf sold the securities by any form
of  general  solicitation  or  general  advertising;  and,

- we exercised reasonable care to assure that the 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).

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  Applicable.

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

None.

ITEM  5.  OTHER  INFORMATION.

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

None

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reports  Filed  on  Form  8-K

None.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has  caused  this  report  to  be  signed  on  its  behalf  by  the  undersigned
thereunto  duly  authorized.


                                FTS  GROUP,  INC.



/s/  Scott  Gallagher
-------------------------
Scott  Gallagher
Chief  Executive  Officer
August  17,  2005

/s/  Linda  Ehlen
------------------------
Linda  Ehlen
Chief  Financial  Officer  and
Principal  Accounting  Officer
August  15,  2005