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

                                   FORM 10-QSB

  (MARK ONE)
    |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                     ACT OF
             1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                    EXCHANGE
                   ACT OF 1934. FOR THE TRANSITION PERIOD FROM
                            __________ TO __________

                        COMMISSION FILE NUMBER 000-24829

                                 FTS GROUP, INC.
                                 ---------------
        (exact name of small business issuer as specified in its charter)

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

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

                                 (215) 688-2355
                                 --------------
                           (issuer's telephone number)

<PAGE>

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

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

As  of  September  30, 2006 we had 131,737,469 shares of common stock, par value
$0.001,  outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes |_| No |X|

<PAGE>

                                 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           19
Item  3.  Controls  and  Procedures                                           27

PART  II.  OTHER  INFORMATION
--------------------------

Item  1.  Legal  Proceedings                                                  28
Item  2.  Unregistered Sales of Equity Securities and Use of Proceeds         28
Item  3.  Defaults Upon Senior Securities                                     29
Item  4.  Submission of Matters to a Vote of Security Holders                 29
Item  5.  Other Information                                                   29
Item  6.  Exhibits and Reports on Form 8-K                                    29

<PAGE>

PART  I  -  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS.

Condensed Consolidated Financial Statements (unaudited)                     PAGE

Balance  Sheet  -  September  30,2006  and  December  31,  2005                2

Statements  of  Operations  -  Three  and  Nine  months  ended
September  30,  2006  and  2005                                                3

Statements  of  Cash  Flows  -  Nine  months  ended  September  30,
2006 and 2005                                                                  4

Notes to Consolidated Financial Statements                                     5

                                        1
<PAGE>

<TABLE>
                        FTS GROUP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                    September 30, 2006 and December 31, 2005

<CAPTION>
<S>                                                                                         <C>              <C>

                                                        Assets                                 2006             2005
                                                        ------                             ------------     ------------
Current assets:
     Cash and cash equivalents                                                             $    25,356      $   243,079
     Restricted cash                                                                                 -          560,000
     Accounts receivable                                                                       170,150           12,201
     Inventories                                                                               369,876           33,180
     Prepaid expenses and current assets                                                       199,714          474,683
                                                                                           ------------     ------------
               Total current assets                                                            765,096        1,323,143

Property and equipment, net of accumulated depreciation                                        340,604          208,210
Unamortized discount on convertible debt                                                       278,535          380,690
Unamortized debt issuance costs                                                                 59,145           46,313
Excess of cost over the net assets of business acquired                                      5,177,696                -
Deposits                                                                                        17,182           16,139
                                                                                           ------------     ------------
               Total assets                                                                $ 6,638,258      $ 1,974,495
                                                                                           ============     ============
Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued expenses                                                 $   145,483      $   468,185
     Current portion of notes payable to related parties                                     1,830,895           80,850
     Convertible debentures                                                                  1,462,431        1,002,496
     Current installments of long-term debt-equipment loans                                      7,619                -
                                                                                           ------------     ------------
               Total current liabilities                                                     3,446,428        1,551,531
Convertible debentures                                                                               -          430,088
Long-term debt to related parties, less current installments                                 1,250,000                -
Long-term debt equipment loans, less current installments                                          620                -
                                                                                           ------------     ------------
               Total liabilities                                                             4,697,048        1,981,619
                                                                                           ------------     ------------
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 September 30,2006              10,000                -
     Common stock, $.001 par value.  Authorized 150,000,000 shares:
          131,737,469 shares issued and outstanding at September 30, 2006,
          102,098,756 shares issued and outstanding at December 31, 2005.                      131,737          102,099
     Additional paid-in capital                                                             11,973,568       10,196,539
     Accumulated deficit                                                                   (10,174,095)     (10,305,762)
                                                                                           ------------     ------------
               Total stockholders' equity                                                    1,941,210           (7,124)
                                                                                           ------------     ------------
Commitments and contingent liabilities                                                               -                -
                                                                                           ------------     ------------
               Total liabilities and stockholders' equity                                  $ 6,638,258      $ 1,974,495
                                                                                           ============     ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                        2
<PAGE>

<TABLE>
                        FTS GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                  (UNAUDITED)

<CAPTION>
<S>                                                                  <C>              <C>             <C>               <C>
                                                                    Three Months Ended September 30,  Nine Months ended September 30
                                                                     -----------------------------     -----------------------------
                                                                         2006             2005             2006             2005
                                                                     ------------     ------------     ------------     ------------

REVENUES
     Satellite television activation, installation and service       $ 1,233,984      $         -      $ 3,564,075      $         -
     Retail wireless activation, installation and service                411,263          283,505        1,348,179          934,096
                                                                     ------------     ------------     ------------     ------------
                                                                       1,645,247          283,505        4,912,254          934,096
                                                                     ------------     ------------     ------------     ------------
COST OF GOODS SOLD                                                       530,754          216,971        1,586,747          612,356
                                                                     ------------     ------------     ------------     ------------
GROSS PROFIT                                                           1,114,493           66,534        3,325,507          321,740
                                                                     ------------     ------------     ------------     ------------
GENERAL AND ADMINISTRATIVE EXPENSES
       Selling, general and administrative expenses                    1,008,030          245,388        3,082,858        1,271,665
                                                                     ------------     ------------     ------------     ------------
                                                                       1,008,030          245,388        3,082,858        1,271,665
                                                                     ------------     ------------     ------------     ------------
INCOME (LOSS) FROM OPERATIONS                                            106,463         (178,854)         242,649         (949,925)
                                                                     ------------     ------------     ------------     ------------
OTHER INCOME (EXPENSE)
     Interest                                                            (36,912)            (491)        (110,980)        (190,238)
                                                                     ------------     ------------     ------------     ------------
                                                                         (36,912)            (491)        (110,980)        (190,238)
                                                                     ------------     ------------     ------------     ------------
NET INCOME (LOSS)                                                    $    69,551      $  (179,345)     $   131,669      $(1,140,163)
                                                                     ============     ============     ============     ============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                           105,736,228       56,982,202      107,614,763       53,952,681
                                                                     ============     ============     ============     ============
     Diluted                                                         117,230,110       56,982,202      122,383,630       53,952,681
                                                                     ============     ============     ============     ============

NET LOSS PER COMMON SHARE:
     Basic                                                                 $0.00           ($0.00)           $0.00           ($0.02)
                                                                     ============     ============     ============     ============
     Diluted                                                               $0.00           ($0.00)           $0.00           ($0.02)
                                                                     ============     ============     ============     ============

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

                                       3
<PAGE>

<TABLE>
                        FTS GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                  (UNAUDITED)
<CAPTION>
<S>                                                                                        <C>              <C>
                                                                                               2006              2005
                                                                                           ------------     ------------

 Net income (loss)                                                                         $   131,669      $(1,140,163)
 Adjustments to reconcile net income to net cash
      used in operating activities:
           Depreciation and amortization                                                       291,042           26,980
           Common shares issued for services                                                    98,400          294,350
           Amortization of debt discount                                                             -          188,393
           (Increase) decrease in operating assets:
                Accounts receivable                                                            (72,191)         (77,561)
                Inventories                                                                   (192,152)         (23,688)
                Prepaid expenses                                                               286,275           30,030
                Other assets                                                                    (1,043)          (1,000)
           Increase (decrease) in operating liabilities:
                Accounts payable and accrued expenses                                         (430,248)         160,028
                                                                                           ------------     ------------
                     Net cash used in operating activities                                     111,752         (542,631)
                                                                                           ------------     ------------

 Net assets 100% acquisition of See World Satellites, Inc.                                    (206,100)               -
 Capital expenditures for property and equipment                                               (88,177)        (119,629)
 Proceeds from funding restricted for investment in acquisition                               (440,000)               -
 Release of restriction on funding proceeds for investment in acquisition                    1,060,000                -
 Payment to See World Satellites, Inc. acquisition from escrowed amounts                    (1,000,000)               -
                                                                                           ------------     ------------
 48,121                      Net cash used in investing activities                            (674,277)        (119,629)
                                                                                           ------------     ------------

 Proceeds from issuance of stock                                                               665,964          844,460
 Proceeds from convertible debentures                                                           30,000
 Proceeds from stock issued under equity line                                                        -          325,078
 Proceeds from note payable to Dutchess Advisors                                                     -          500,000
 Proceeds from notes payable related parties                                                   635,002           70,661
 Repayments of notes payable-truck loans                                                       (12,411)               -
 Repayments of note payable to Dutchess Advisors                                                     -         (861,022)
 Repayments of debenture loan                                                                        -          (26,876)
 Repayments of notes payable to individuals                                                          -          (34,000)
 Repayment of loans from related parties                                                      (973,753)        (161,682)
                                                                                           ------------     ------------
                     Net cash provided by financing activities                                 344,802          656,619
                                                                                           ------------     ------------
                     Net decrease in cash                                                     (217,723)          (5,641)

Cash at beginning of year                                                                      243,079            7,949
                                                                                           ------------     ------------
Cash at end of year                                                                        $    25,356      $     2,308
                                                                                           ============     ============
  Supplemental schedule of cash flow information:
      Interest paid                                                                        $     4,524      $    44,566
                                                                                           ============     ============
 Supplemental disclosure of non-cash investing and financing activities:                                              -
      Stock issued in exchange for convertible debentures                                  $     8,085      $    73,617
                                                                                           ============     ============
  Stock issued as loan inducements                                                         $         -      $    38,462
                                                                                           ============     ============
  Stock issued in payment of accounts payable and accrued expenses                         $    63,400      $    77,365
                                                                                           ============     ============


      Acquisition of See World Satellites, Inc.
           Final negotiated purchase price of 100% of See World Satellites, Inc. stock     $ 5,500,000
           Amount financed through formal promissory note to Richard Miller                 (3,500,000)
           Paid in preferred stock of FTS Group, Inc.                                       (1,000,000)
                                                                                           ------------
                     Cash down payment for See World Satellites, Inc.                      $ 1,000,000
                                                                                           ============
<FN>
See  accompanying  notes  to  condensed  consolidated  financial  statements.
</TABLE>

                                        4
<PAGE>

                        FTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                September 30, 2006
                                   (UNAUDITED)

(1)  Summary  of  Significant  Accounting  Policies

ORGANIZATION,  OWNERSHIP  AND  BUSINESS

FTS  Group,  Inc.  (the  "Company"), is a holding company incorporated under the
laws of the State of Nevada. The Company is focused on developing, acquiring and
investing-in  cash-flow  positive  businesses  and  viable  business  ventures
primarily those in the Internet, Wireless and Technology industries. Through its
two wholly-owned subsidiaries See World Satellites, Inc. and FTS Wireless, Inc.,
the  Company  has acquired and developed a diversified wireless business engaged
in the distribution of next generation wireless communications and entertainment
products  and  services  for  businesses  and  consumers  alike.  The  Company's
wholly-owned  subsidiary  See World Satellites, Inc. is a leading distributor of
satellite  television  systems  and  relating  products  and  services  for DISH
Networks  in  the  western  Pennsylvania marketplace. The Company's wholly-owned
subsidiary  FTS  Wireless,  Inc.  is  an  emerging  retail  wireless distributor
operating  in  the  gulf  coast  market  of  Florida.

PRINCIPLES  OF  CONSOLIDATION

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

The accompanying unaudited condensed consolidated financial statements have been
prepared  in  accordance  with  U.S.  generally  accepted  accounting principles
("GAAP")  for  interim  financial  information and with the instructions to Form
10-QSB.  Accordingly,  they  do not include all of the information and footnotes
required  by  GAAP  for  complete  financial  statements.  In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary  for  a  fair  presentation  have been included. Operating
results  for  the nine months period ended September 30, 2006 are not indicative
of  the  results  that  may  be  expected for the year ending December 31, 2006.

As  contemplated  by the Securities and Exchange Commission (SEC) under Rules of
Regulation S-B, the accompanying financial statements and related footnotes have
been  condensed  and do not contain certain information that will be included in
the  Company's  annual  financial  statements and footnotes thereto. For further
information,  refer  to  the Company's audited consolidated financial statements
and  related  footnotes  thereto included in the Company's annual report on Form
10-KSB  for  the  year  ended  December  31,  2005.

MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts  of  revenues  and  expenses.  Actual  results  could  differ from these
estimates.

CASH  AND  CASH  EQUIVALENTS

For  purposes  of  the  statement  of  cash  flows,  the  Company  considers all
short-term  debt  securities  with  maturity  of three months or less to be cash
equivalents.

                                        5
<PAGE>

ACCOUNTS RECEIVABLE

Accounts  receivable  consist primarily of trade receivables, net of a valuation
allowance  for  doubtful  accounts.

INVENTORIES

Inventories  are  valued at the lower-of-cost or market on a first-in, first-out
basis.

INVESTMENT  SECURITIES

The  Company  accounts  for  its  investments  in  accordance  with Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt  and  Equity  Securities."  Management  determines  the  appropriate
classification  of  its  investments  in  marketable  securities  at the time of
purchase  and  reevaluates  such  determination  at  each  balance  sheet  date.
Securities  that are bought and held principally for the purpose of selling them
in the near term are classified as trading securities. Debt securities for which
the  Company  does not have the intent or ability to hold to maturity and equity
securities  not  classified  as  trading  securities  are  classified  as
available-for-sale.  The  cost of investments sold is determined on the specific
identification  or  the  first-in,  first-out  method.  Trading  securities  are
reported  at fair value with unrealized gains and losses recognized in earnings,
and available-for-sale securities are also reported at fair value but unrealized
gains  and  losses are shown in the caption "unrealized gains (losses) on shares
available-for-sale" included in stockholders' equity. Management determines fair
value  of  its  investments  based on quoted market prices at each balance sheet
date.

PROPERTY,  EQUIPMENT  AND  DEPRECIATION

Property  and equipment are recorded at cost less accumulated depreciation. Upon
retirement  or  sale,  the  cost  of  the  assets  disposed  of  and the related
accumulated  depreciation are removed from the accounts, with any resultant gain
or loss being recognized as a component of other income or expense. Depreciation
is computed over the estimated useful lives of the assets (3-20 years) using the
straight-line  method  for  financial reporting purposes and accelerated methods
for  income  tax  purposes. Maintenance and repairs are charged to operations as
incurred.

INTANGIBLE  ASSETS

SFAS  No.  142  eliminates  the  amortization  of  goodwill, and requires annual
impairment  testing  of  goodwill  and introduces the concept of indefinite life
intangible  assets.  The Company adopted SFAS No. 142 effective January 1, 2002.
Goodwill  and  indefinite-lived  intangible  asset impairment is always assessed
based  upon  a  comparison  of  carrying  value  with  fair  value.

                                        6
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS

Realization  of  long-lived assets, including goodwill, is periodically assessed
by  the  management  of  the  Company.  Accordingly, in the event that facts and
circumstances  indicate  that  property  and  equipment, and intangible or other
assets  may  be impaired, an evaluation of recoverability would be performed. If
an  evaluation  is  required,  the  estimated  future  undiscounted  cash  flows
associated  with  the  asset  are  compared  to  the  asset's carrying amount to
determine if a write-down to market value is necessary. In management's opinion,
there  was  no  impairment  of such assets at September 30, 2006 or December 31,
2005.

REVENUE  RECOGNITION

The Company's wholly-owned subsidiary, FTS Wireless, recognizes revenue from the
activation  of new wireless customers and the sale of wireless handsets, airtime
and  accessories  at the time of activation or sale.  Net revenues from wireless
activations  are  recognized  during  the  month  the  activation  is performed.
Allowances  for  charge-backs,  returns,  discounts  and  doubtful  accounts are
provided  when  sales  are recorded. Shipping and handling costs are included in
cost  of  sales.

Although the Company's post-paid activations are subject to possible charge-back
of  commissions  if  a customer deactivates service within the allowable 180-day
period  after  signing  the contract, they still recognize the activation in the
period  of  the  activation.  The  Company  has  set  up  a reserve for possible
activation  charge-backs.  Based  on  SFAS No. 48, this is permitted if reliable
estimates of the expected refunds can be made on a timely basis, the refunds are
being  made  for  a  large  pool  of  homogeneous  items,  there  is  sufficient
company-specific  historical  basis  upon which to estimate the refunds, and the
amount  of  the  commission  specified  in  the  agreement  at the outset of the
arrangement  is  fixed,  other  than  the  customer's right to request a refund.
The  Company's  wholly-owned  subsidiary,  See World Satellites, Inc. recognizes
revenue  when  it  makes  a  sale within the store, completes a retail satellite
receiver  installation at the customer's home and the customer signs a contract,
or  completes  a  retail service provider satellite receiver installation at the
customer's  home  and  signs  a  contract.

                                        7
<PAGE>

INCOME TAXES

The  Company  is  a  taxable  entity  and  recognizes  deferred  tax  assets and
liabilities  for the future tax consequences attributable to differences between
the  financial statement carrying amounts of existing assets and liabilities and
their  respective  tax  basis.  Deferred tax assets and liabilities are measured
using  enacted tax rates expected to be in effect when the temporary differences
reverse.  The  effect  on the deferred tax assets and liabilities of a change in
tax  rates  is recognized in income in the year that includes the enactment date
of  the rate change. A valuation allowance is used to reduce deferred tax assets
to  the  amount  that  is  more  likely  than  not  to  be  realized.

EARNINGS  PER  SHARE

The  basic  net earnings (loss) per common share is computed by dividing the net
earnings  (loss)  by  the weighted average number of shares outstanding during a
period. Diluted net earnings (loss) per common share is computed by dividing the
net  earnings,  adjusted  on  an  as if converted basis, by the weighted average
number  of common shares outstanding plus potential dilutive securities. For the
nine  months  ended  September  30, 2006 and 2005, potential dilutive securities
that had an anti-dilutive effect were not included in the calculation of diluted
net  earnings  (loss)  per  common  share.  These  securities include options to
purchase  shares  of  common  stock.

ADVERTISING  COSTS

The  cost  of  advertising  is  expensed  as  incurred.  Advertising expense was
$107,796  and  $12,771  for  the  nine  months ended September 30, 2006 and 2005
respectively.

STOCK-BASED  COMPENSATION

Effective  the  first  quarter  of  fiscal 2006, the Company adopted SFAS 123(R)
which  establishes  accounting  for  stock-based  awards  exchanged for employee
services.  Accordingly, stock-based compensation cost is measured at grant date,
based  on  the  fair  value of the award, over the requisite service period. The
Company  previously  applied APB 25 and related interpretations, as permitted by
SFAS  123.

                                        8
<PAGE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Company  estimates  the  fair  value  of  its  financial  instruments using
available  market  information and appropriate valuation methodologies. However,
considerable  judgment  is  required  in interpreting market data to develop the
estimates  of fair value. Accordingly, the Company's estimates of fair value are
not  necessarily  indicative  of the amounts that the Company could realize in a
current  market  exchange.  The  use  of  different  market  assumption  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.  The  interest  rates  payable  by  the  Company  on  its notes payable
approximate  market  rates.  The  Company  believes  that  the fair value of its
financial instruments comprising accounts receivable, notes receivable, accounts
payable,  and  notes  payable  approximate  their  carrying  amounts.

NEW  ACCOUNTING  STANDARDS

In  May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 154, Accounting Changes and Error
Corrections.  SFAS  No. 154 replaces Accounting Principles Board Opinion No. 20,
Accounting  Changes,  and  SFAS  No. 3, Reporting Accounting Changes in Internal
Financial  Statements,  and  changes the requirements for the accounting for and
reporting  of  a  change  in  accounting  principle.  SFAS  No.  154  requires
retrospective  application  of changes in accounting principle to prior periods'
financial  statements,  unless  it  is  impracticable  to  determine  either the
period-specific  effects or the cumulative effect of the change. SFAS No. 154 is
effective  for accounting changes and corrections of errors made in fiscal years
beginning  after  December 15, 2005. The Company adopted SFAS No. 154 on January
1,  2006.  Any  impact  on  the Company's consolidated results of operations and
earnings  per share will be dependent on the amount of any accounting changes or
corrections  of  errors  whenever  recognized.

In  December  2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153. This statement addresses the measurement
of  exchanges  of  nonmonetary  assets.  The  guidance  in  APB  Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based  on  the principle that
exchanges  of  nonmonetary  assets should be measured based on the fair value of
the  assets  exchanged.

The  guidance  in  that  opinion;  however,  included certain exceptions to that
principle.  This  statement  amends  Opinion  29  to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets  and  replaces it with a
general  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  A  nonmonetary  exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years  beginning  after  June  15,  2005.  Earlier  application is permitted for
nonmonetary  asset  exchanges  incurred  during fiscal years beginning after the
date  this  statement  was  issued.  Management  believes  the  adoption of this
statement  will  have  no  impact  on  the  financial statements of the Company.

                                        9
<PAGE>

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 152, which amends FASB statement No. 66,
"Accounting for Sales of Real Estate," to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing
Transactions." This statement also amends FASB Statement No. 67, "Accounting for
Costs and Initial Rental Operations of Real Estate Projects," to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
statement will have no impact on the financial statements of the Company.

In  November  2004,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  of  Financial  Accounting  Standards  No.  151,  "Inventory Costs--an
amendment  of  ARB No. 43, Chapter 4." This statement amends the guidance in ARB
No.  43,  Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts  of  idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some
circumstances,  items  such as idle facility expense, excessive spoilage, double
freight,  and  rehandling  costs  may  be so abnormal as to require treatment as
current  period charges." This statement requires that those items be recognized
as  current-period  charges regardless of whether they meet the criterion of "so
abnormal."  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion be based on the normal capacity
of  the  production  facilities. This statement is effective for inventory costs
incurred  during fiscal years beginning after June 15, 2005. Management does not
believe  the  adoption of this statement will have any immediate material impact
on  the  Company.

(2)  Restricted  Cash

At  June  30,  2006  Restricted  Cash  of $500,000 represented a short term note
obligation due Richard Miller as part of the financing of the acquisition of See
World  Satellites, Inc. ("See World"). Per the purchase agreement, Mr. Miller is
to  receive $500,000 within 30 days of the ratification of new five year renewal
contracts with Echo Star Satellites, LLC and DISH Network Services, LLC, both of
which  were  signed  in  June  2006. The $500,000 payment was made to Mr. Miller
during  the  third quarter 2006. Therefore, restricted cash is zero at September
30,  2006.

                                     10
<PAGE>

At December 31, 2005 Restricted Cash of $560,000 represents funds held in escrow
by Grushko & Mittman to be utilized at the closing of acquisition of See World
in January 2006. The source of the funds was from  the December 2005 issuance of
promissory notes designed for the purpose of raising funds for this acquisition.
The funds were contractually restricted to be remitted directly towards
settlement of the acquisition January 3, 2006.

(3)  Property  and  Equipment

Major  classes  of  property  and equipment together with their estimated useful
lives,  consisted  of the following at September 30, 2006 and December 31, 2005:

                                          Years      2006          2005
                                          -----    ---------    ---------
Leasehold  improvements                     5      $ 189,878    $ 180,937
Furniture  &  fixtures                      5        128,535       54,208
Equipment                                  3-5        81,942       20,890
Vehicles                                    3        313,505       11,927
                                                   ---------    ---------

Total  property  and  equipment                      713,860      267,962
Less:  accumulated  depreciation                     373,256      (59,752)
                                                   ---------    ---------

Net  property  and  equipment                      $ 340,604    $ 208,210
                                                   =========    =========

Depreciation  expense for the nine months ended September 30, 2006 and September
30,  2005  was  $92,237  and  $26,980

There  was  a  significant  increase  in  the Vehicles component of Property and
Equipment  in  2006  from  that reported for the comparable period in 2005. This
increase  resulted  from  acquiring  a fleet of trucks in the acquisition of See
World  Satellites,  Inc.  The  trucks are utilized for delivery of equipment and
service  related  activities  consistent  with that of the Company's established
business  purpose.

(4)  Going  Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization  of assets and satisfaction of liabilities in the
normal  course of business. 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 warrants outstanding that if exercised will provide
for  additional  operating  capital,  however  there  is  no  guarantee that the
warrants will be exercised. The Company is pursuing additional financing options
in  order  to  raise  funds  required to reduce outstanding debt obligations and
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.

                                       11
<PAGE>

(5) Convertible Debt

In  December 2005 and January 2006 the Company raised a total of $1,470,000 from
the  issuance  of  $1,858,622 Secured Convertible Promissory Notes with selected
subscribers.  The  Notes were issued at an original discount of 21%. On December
29, 2005, the Company received $1,000,000 of the proceeds and a further $470,000
in  January  2006.  Both  amounts  were after discount, but before expenses. The
Company agreed to issue 100 class A, and 50 class B warrants for each 100 shares
on  the closing date of the issuance of the Notes, assuming complete conversion.
The  Company  also  agreed  to  issue  36,260,486  shares  of common stock to be
distributed  pro  rata  to  purchasers of the Notes (the common stock was issued
effective  December  29, 2005 and is included in the number of shares issued and
outstanding  at  December 31, 2005). The conversion prices of the Notes, Class A
Warrants,  and  Class  B Warrants as stated on the Notes are $0.04, $0.02868 and
$0.0239  respectively.

(6)  Income  Taxes

The  Company  accounts  for  income taxes under SFAS 109, "Accounting for Income
Taxes",  which  requires  use  of  the  liability method. SFAS 109 provides that
deferred  tax  assets  and  liabilities  are  recorded  based on the differences
between  the  tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets  and  liabilities  at  the  end  of  each period are determined using the
currently  enacted  tax  rates,  and  liabilities  are expected to be settled or
realized.

Reconciliation  of the Federal statutory income tax rate of 34% to the effective
rate  is  as  follows:

                                                  December  31
                                                  -----------
                                         2005                  2004
                                       --------              --------
Federal  statutory  income  tax  rate  (659,000)             (792,000)
                                        659,000               792,000
                                       --------              --------
                                            --                    --
                                       ========              ========

                                       12
<PAGE>

The tax effects of temporary differences and net operating losses that give rise
to significant portions of deferred tax assets and liabilities consisted of the
following:

                                                      December  31
                                             -----------------------------
Reconciling  items:                              2005              2004
                                             -----------       -----------
Net  operating  loss  carry  forward:        $ 3,244,000       $ 2,585,000
Less  valuation  allowance                    (3,244,000)       (2,585,000)

Net  deferred  tax  asset                    $        --       $        --
                                             ===========       ===========

The  net  operating  loss carry forward of $10,174,095 will expire through 2024.
At  September  30, 2006, the Company provided a 100% valuation allowance for the
deferred tax asset because given the volatility of the current economic climate,
it could not be determined whether it was more likely than not that the deferred
tax  asset/(liability)  would  be  realized.

(7)  Operating  Leases

The  Company  leases  real  property  for its nine retail locations. Four of the
locations  have  lease terms ranging from three months to three years while five
locations  are  on  a  month-to-month  basis.

Future  minimum  payments  due  on  the  non-cancelable  leases  are as follows:

 Year                                                        Annual
Ending                                                       Payments
------------------------------------------------             --------
2006                                                         $ 25,380
2007                                                           72,026
2008                                                           30.678
                                                             --------
                                                             $128,084
                                                             ========

                                       13
<PAGE>

Rent expense was $135,297 and $132,754 for the nine months ended September 30,
2006 and 2005, respectively.

(8)  Concentration  of  Credit  Risk

The  Company's  concentrations  of  credit  risk consist principally of Accounts
Receivable  and Accounts Payable. The Company purchases approximately 95% of its
satellite  system  supplies  from  Echostar  Satellite,  L.L.C. and DISH Network
Service, L.L.C. The Company further purchases approximately 80% of its telephone
supplies from one vendor, Metro PCS. Additionally, these three vendors are major
customers of the Company who provide products that generate over 90% of revenue.

(9)  Stock

During  the  three  months  ending  March 31, 2006, the Company issued 1,500,000
restricted shares of common stock to an officer of the Company relating to a two
year  employment  agreement  dated  February  1,  2006.

During  the  three  months  ending  March 31, 2006, the Company issued 2,250,000
restricted  shares  of common stock valued at $0.02 to an officer of the Company
to  reduce  an  outstanding  debt  obligation  of  $45,000.

During  the  three  months  ending  March 31, 2006, the Company issued 2,500,000
restricted  shares  of common stock valued at $0.02 to an officer of the Company
as  a  success  bonus  for  2005.

During  the  three  months  ending  March  31,  2006, the Company issued 920,000
restricted shares of common stock valued at $0.02 to a consultant of the Company
to reduce the $18,400 owed for consulting services relating to services rendered
during  2005.

During  the  three  months  ended  June  30,  2006,  the Company agreed to issue
11,458,338  restricted common shares relating to warrants priced at $0.0239 that
were  exercised  by four accredited investors for total proceeds of $273,854.28.
At  September  30, 2006, 1,185,350 restricted shares due to one of the investors
remained  unissued.  11,458,338  new warrants were issued to the investors under
the  same  terms  other  than  the  strike  price  which was increased to $0.04.

During  the  three  months ended September 30, 2006, relating to the exercise of
warrants,  the  Company  issued  5,600,000  shares  at  $0.045  for  proceeds of
$252,000.  Additionally,  the  Company  issued  1,000,000 shares of its Series B
Convertible Preferred stock to Mr. Richard Miller, President of See World during
the  three  months  ended  March  31, 2006. The conversion rate for the Series B
stock  is  25  shares  of  common  stock  for each share of Series B Convertible
Preferred  Stock.  The  shares  of  Series  B Convertible Preferred Stock may be
converted  into common stock at any time after January 3, 2008, at the option of
the Company or that of the holder. The Series B stock has no voting rights. Each
share is worth $1.00. The following is a discussion of the rights and privileges
of  our  outstanding  classes  of  common  stock  and  preferred  stock:

COMMON  STOCK

Holders of shares of common stock are entitled to one vote for each share on all
matters  to be voted on by the stockholders. Holders of common stock do not have
cumulative  voting rights. Holders of common stock are entitled to share ratably
in  dividends,  if  any,  as  may be declared from time to time by the Company's
Board  of  Directors  in  its discretion from funds legally available therefore,
subject  to  the rights of Preferred stockholders. Please refer to the Company's
discussion  below  under  "Preferred  Stock."  In  the  event  of  the Company's
liquidation, dissolution or winding up, the holders of common stock are entitled
to share pro rata all assets remaining after payment in full of all liabilities,
subject  to the rights of Preferred Stockholders. Please refer to the discussion
below  under  "Preferred  Stock."

Holders  of common stock have no preemptive rights to purchase our common stock.
There  are  no  conversion  or redemption rights or sinking fund provisions with
respect to the common stock. Each holder of common stock is entitled to one vote
per share on all matters on which such stockholders are entitled to vote. Shares
of  common  stock  do  not  have  cumulative  voting  rights.

                                      14
<PAGE>

PREFERRED  STOCK

The Company's Articles of Incorporation, as amended, vest its Board of Directors
with  authority  to  divide  our  preferred  stock  into  series  and to fix and
determine  the  relative rights and preferences of the shares of any such series
so  established  to the full extent permitted by the laws of the State of Nevada
and  the  Articles  of  Incorporation in respect to, among other things, (i) the
number  of  shares  to  constitute  such series and the distinctive designations
thereof;  (ii) the rate and preference of dividends, if any, the time of payment
of  dividends,  whether  dividends  are  cumulative  and the date from which any
dividend shall accrue; (iii) whether Preferred Stock may be redeemed and, if so,
the  redemption  price  and  the  terms  and  conditions of redemption; (iv) the
liquidation  preferences  payable on Preferred Stock in the event of involuntary
or  voluntary  liquidation;  (v)  sinking  fund or other provisions, if any, for
redemption  or  purchase  of  Preferred  Stock; (vi) the terms and conditions by
which Preferred Stock may be converted, if the preferred stock of any series are
issued  with  the  privilege  of  conversion;  and  (vii) voting rights, if any.

A  total  of  150,000  shares were designated Series A Preferred Stock, however,
none  are outstanding. All Series A shares have an issue price and preference on
liquidation  equal  to  $1.00  per  share.  The Series A Preferred Shares accrue
dividends  at  the  rate  of  10% per annum during the first two years following
issuance,  which dividend is payable in cash and is cumulative. During the third
through  fifth  year in which the Series A Preferred Shares are outstanding, the
holders  are  entitled  to  3.75%  of the Company's net profits, also payable in
cash.  The  Company may redeem this preferred stock at any time following notice
to  the  holder  for  an  amount  equal to the issue price, plus any accrued but
unpaid  dividends.

The  Series  A  Preferred  Shares  are  convertible into shares of the Company's
common  stock  at the option of the holder on a one for one basis at any time up
to the fifth anniversary of the issuance. On the fifth anniversary, the Series A
Preferred  Shares  automatically  convert  into  shares  of the Company's common
stock. The conversion rate is subject to adjustment in certain events, including
stock  splits  and dividends. Holders of our Preferred Stock are entitled to one
vote  for  each  share  held of record. Holders of the preferred stock vote with
holders  of  the  common  stock  as  one  class.

In  April  2006,  a total of 1,000,000 shares were designated Series B Preferred
Stock  and  all 1,000,000 shares are outstanding. Upon liquidation (voluntary or
otherwise),  dissolution  or  winding  up  of  the  Company, holders of Series B
Convertible  Preferred Stock will receive their prorate share of the total value
of  the  assets  and  funds  of  the  Company  to  be  distributed, assuming the
conversion  of Series B Convertible Preferred Stock to Common Stock. The holders
of  shares  of  Series  B  Convertible  Preferred Stock shall not be entitled to
receive  dividends  and  shall  have  no  voting rights. After June 1, 2006, the
shares  of Series B Convertible Preferred Stock shall be redeemable at $2.00 per
share  solely  at  the  Company's  option.

Any  shares  of  Series  B  Convertible  Preferred  Stock may, at any time after
January  3,  2008,  at the option of the holder or the Corporation, be converted
into  fully  paid and nonassessable shares of common stock. The number of shares
of  common stock to which a holder of Series B Convertible Preferred Stock shall
be  entitled  upon a conversion shall be the product obtained by multiplying the
number  the  number  of  shares  of  Series  B Convertible Preferred Stock being
converted  by  25.

                                     15
<PAGE>

(10)  Options  and  Warrants
OPTIONS

The  Company  has  a  Non-Qualified Stock Option and Stock Grant Plan (the Plan)
adopted  in  July 1997. For the year ended December 31, 2005 the Company has not
granted  any  options. In accordance with the requirements of SFAS 123 ( R ) the
following  disclosures  are  made:-

a)  -  No  options  were  exercised  during  2005  and  2004, and no share-based
liabilities  were paid. Consequently, the total fair value of shares that vested
during  the  year  is  not  applicable.

b)  - The number, weighted-average exercise price and weighted average remaining
contractual  terms  of  options  currently  exercisable  are:

                                                          2005           2004
                                                          ----           ----
Weighted  average exercise price range               $0.81 to 1.38   1.5 to 2.75

Number  of  shares  options  outstanding                 4,000         594,000

Weighted  average  contractual life                    6.1 years      6.7 years

Weighted  average  exercise  price                      $ 1.14          $ 1.5

c)  - No fair value estimates of share-based compensation arrangements were made
in  2005 and 2004, although the Company favors the Black-Scholes model. Thus, no
significant  assumptions  relating  to volatility, expected dividends, risk-free
rates,  etc.  were  considered  necessary.

d)  -  Because  no compensation cost was charged to income in 2005 and 2004, and
none  was  capitalized,  no  tax  benefits  were  recognized.

e)  -  No  cash was received in 2005 and 2004 from the exercise of share options
and similar instruments granted under share-based compensation arrangements, and
no  tax  benefit  was  realized.

f)  -  No  cash  was used to settle equity instruments granted under share-based
payment  arrangements.

g)  -  Under  the  Company's Plan, the Company's Board of Directors has reserved
2,500,000  shares  that  may  be  granted  at  the  Board's  discretion.

WARRANTS
The  following  details  warrants  outstanding  as  of  December  31,  2005:

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

In  accordance with the subscription agreement relating to the private placement
the  Company  closed during the period ending March 31, 2005, the Company issued
the following warrants. Investors received two classes of warrants, Series A and
Series  B warrants, for each share of common stock purchased. The B warrants had
an  initial exercise price of $0.08 and A warrants had an initial exercise price
of  $0.12.  The  Company  filed  the  terms  and conditions of the financing and
registration  rights  in March 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  Warrants                                      15,431,250   $     0.045
                                                  ---------   -----------

On  September 28, 2005, the Company reduced the exercise price of the A warrants
from  $0.12 to $0.10. Additionally, he Company reduced the exercise price of the
B  warrants  from  $0.08  to  $0.03.  On  July  17, 2006 the Company lowered the
exercise  price  on  the  "A"  Warrants  from  $0.10  to  $0.045.

During  the three months ending March 31, 2006, 4,670,313 "B" warrants priced at
$0.03  were  exercised  for  gross  proceeds  of  $140,109. Expenses relating to
warrant  exercises  were  $14,048.  Additionally,  during the three months ended
March  31,  2006,  9,499,937  "B"  warrants  expired.

During the three months ending September 30, 2006, 5,600,000 "A" warrants priced
at  $0.045  were  exercised  for  gross  proceeds  of  $252,000.

In  accordance with the subscription agreement relating to the private placement
closed  on  December  29,  2005,  the  Company  issued  the  following warrants.
Investors  received  two  classes  of  warrants,  called  Series  A and Series B
warrants,  for  each  share  of  common  stock purchased. The A warrants have an
exercise price of $0.02868 and the B warrants have an exercise price of $0.0239.

                                       16
<PAGE>

The  Company  filed  the  terms and conditions of the financing and registration
rights  in  January  2006 on Form 8-K. The funds raised in the private placement
were primarily used for the acquisition of the Company's wholly-owned subsidiary
See  World  Satellites,  Inc.  The  table  below summarizes the A and B warrants
outstanding  as  of  September  30,  2006  relating  to  the financing closed on
December  29,  2005.

                                                         2005            2005
                                                      Underlying       Exercise
                                                        Shares          Price
                                                      ----------      ----------
Warrants  issued  in  December  2005
A Warrants                                            36,260,486      $  0.02868
B  Warrants                                            6,671,905      $  0.0239
New  B  Warrants                                      11,458,338      $  0.04
                                                      ----------      ----------

During  the  three  months  ended  June  30,  2006,  the Company agreed to issue
11,458,338  restricted common shares relating to warrants priced at $0.0239 that
were  exercised  by four accredited investors for total proceeds of $273,854.28.
At  September  30, 2006, 1,185,350 restricted shares due to one of the investors
remained  unissued.  New  warrants  totaling  11,458,338  were  issued  to  the
investors  under  the same terms other than the strike price which was increased
to  $0.04.

                                       17
<PAGE>

(11) See World Satellites, Inc. Acquisition

Effective January 3, 2006, the Company acquired 100% of the capital stock of See
World  Satellites,  Inc.  ("See  World"),  for  consideration, providing for (i)
$1,000,000  in  cash  to the shareholder of See World, (ii) a promissory note in
the amount of $3,500,000, and (iii) $1,000,000 in convertible preferred stock of
the  Company.

As  required by SFAS No. 141, the Company has recorded the acquisition using the
purchase  method of accounting with the purchase price allocated to the acquired
assets  and  liabilities  based on their respective estimated fair values at the
acquisition  date.  The  purchase  price  of  $5,500,000  had  been allocated at
follows:

Current  assets                             $185,850
Property  and  equipment,  net               136,454
Goodwill                                   5,177,696
                                       --------------

                                          $5,500,000
                                       ==============

Goodwill  recorded as a result of the acquisition is assignable to the See World
Satellites,  Inc.  segment and is tax deductible over a period of fifteen years.
Revenues and expenses are included in the Company's statement of operations from
January  3,  2006  through  September  30,  2006.

Unaudited pro forma data (included in the Company 8-K/A filing on March 3, 2006)
summarizes the results of operations of the Company for the years ended December
31,  2005  and 2004 as if the acquisition had been completed on January 1, 2004.
The  pro  forma  data  gives  effect  to  the  actual operating results prior to
acquisition.  The  pro  forma  results  do  not  purport to be indicative of the
results  that  would have actually been achieved if the acquisition had occurred
on  January  1,  2004  or  may  be  achieved  in  the  future.

(12)  Related  Party  Transactions  (See  World  Acquisition)

At  September  30, 2006, the Company had the following debt obligations and made
the  following  payments  to  Mr. Richard Miller a director and President of the
Company's  wholly-owned  subsidiary  See  World.  The  Company  paid  Mr. Miller
$500,000  on  January  3,  2006  relating  to  the acquisition of See World. The
Company  carried  a  short term note obligation in the amount of $500,000 due to
Mr.  Miller. This note is due within 30 days of the effective date of a new five
year  contract  between  Echo  Star  Satellites,  L.L.C., DISH Network Services,
L.L.C.  and  See  World.  During  the  three months ended September 30, 2006 the
Company  paid  this  note  in  full.  Additionally, the Company issued 1,000,000
shares  of  its  Series  B  Convertible Preferred stock to Mr. Miller during the
three months ended March 31, 2006. The conversion rate for the Series B stock is
25  shares  of  common  stock  for  each share of Series B Convertible Preferred
Stock.  The shares of Series B Convertible Preferred Stock may be converted into
common  stock at any time after January 3, 2008, at the Company's option or that
of  the  holder.  The  Series  B stock has no voting rights. Each share is worth
$1.00.  On  April  3,  2006,  the  Company made a $250,000 payment to Mr. Miller
reducing  the  outstanding  note amount to $3.25 million as of June 30, 2006. On
July  5,  2006,  the  Company made a $250,000 payment to Mr. Miller reducing the
outstanding  note  amount  to  $3 million. In October of 2006 the Company made a
$250,000  payment  to  Mr.  Miller  reducing  the outstanding note amount due to
$2.750  million as of November 15, 2006. The Company filed an 8-K with the terms
and  conditions  of  this  note  on  January 5, 2006. Mr. Miller also extended a
short-term  note in the amount of $551,073 to the Company, of which $375,000 was
paid back January 13, 2006. During the three months ended September 30, 2006 the
Company  repaid  $58,691  of  the  outstanding note leaving an unpaid balance of
$117,382  at September 30, 2006. Subsequent to the end of the September 30, 2006
period  the  Company  paid an additional $117,382 to Mr. Miller to extinguish an
existing  note  due  January  3,  2007.

(13)  Stock-Based  Compensation

The  disclosures  required  by  paragraph 84 of SFAS 123 ( R ) are stated below,
although the Company had not granted any options since 2001 to the September 30,
2006,  and  options  to  purchase  598,000  shares  of the Company have not been
exercised:

<TABLE>
<CAPTION>
<S>                                                                                <C>            <C>
                                                                                       2005          2004
                                                                                   --------------------------
Net Income /(Loss) as reported                                                     $(1,997,236)   $(2,328,353)

Basic and diluted earnings per share as reported                                   $(.04)         $(.08)

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 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                                                                             $(1,997,236)   $(2,328,353)

Pro-forma basic and diluted earrings per share as if the fair-value based
method had been applied to all awards                                              $(.04)         $(.08)
</TABLE>

                                       18
<PAGE>

(14) Subsequent Events

In  October  and  November  2006  the  Company  paid  $117,382  relating  to  an
outstanding  note  with  Mr.  Richard  Miller.  These  payments extinguished the
outstanding  note  that  was  due January 3, 2007. In October the Company issued
4,875,000  shares  to investors relating to warrant exercises. The warrants were
exercised  at  $0.045  for  proceeds  of 219,375. On October 3, 2006 the Company
announced  that  it  had  acquired a 25% stake in Elysium Internet. Elysium is a
start-up  venture  generating  minimal  revenue  at  this  point. In addition on
October  20,  2006  the Company held its 2006 annual meeting. At the meeting two
proposals  were  passed  by  the  shareholders  of the Company. The shareholders
re-elected  the Company's two directors Scott Gallagher and David Rasmussen. The
shareholders  also  approved an increase in the amount of authorized shares from
150,000,000  to  855,000,000.  The  results  were  as  follows:

1.  Election  of  Directors:
                                    FOR          AGAINST          ABSTAIN
SCOTT  GALLAGHER                76,600,556          0             140,000
DAVID  R.  RASMUSSEN            76,565,556          0             175,000


2. Proposal to increase the Company's authorized shares of common stock from 150
million shares  to  855  million  shares.

FOR              74,815,571
AGAINST           1,918,985
ABSTAIN               6,200

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

The  following  discussion  and analysis contains a comparison of the results of
operations  for  the three and nine months ended September 30, 2006 and the same
period  in 2005. This discussion and analysis should be read in conjunction with
the  un-audited  interim consolidated financial statements and the notes thereto
included  in  this  report,  and  the audited financial statements in our Annual
Report  on  Form  10-KSB  for  the  year  ended  December  31,  2005.

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  ,  but  not  limited  to, our ability to raise capital, our
ability  to  continue  as a going concern, our ability to effectively manage our
growth,  changes in technology, the impact of competition and pricing, and other
risks  described  in  this  report,  our  annual report on Form 10-KSB and other
filings  we  made  from  time  to  time  filed  with the Securities and Exchange
Commission.  Although  we  believe  the  expectations  reflected  in  the
forward-looking  statements are reasonable, they relate only to events as of the
date  on  which  the  statements  are  made,  and  our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend  to  update  any of the forward-looking statements after the date of this
document  to  conform  these  statements  to actual results or to changes in our
expectations,  except  as  required  by  law.

                                       19
<PAGE>

OVERVIEW

We focus on developing, acquiring and investing in cash-flow positive businesses
and  viable business projects primarily in the Internet, Wireless and Technology
industries.  We  operate  a  diversified  wireless  business  through  our  two
wholly-owned  subsidiaries  See  World  Satellites,  Inc. and FTS Wireless, Inc.

We  acquired  See  World  Satellites,  Inc.  on January 3, 2006.  See World is a
Regional  Service  Provider,  or  RSP,  and  retail distributor for DISH Network
satellite  television  service.  See World markets, sells and installs satellite
television systems for DISH primarily in the western Pennsylvania market as well
as  in  Florida  and  globally  over  the  Internet.

FTS  Wireless  is  an  emerging  distributor  of  next  generation  wireless
communications  devices and related products and services. FTS Wireless operates
a  chain  of nine retail wireless locations in the Gulf Coast market of Florida.
All  of  the  retail  locations  are  leased  properties.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements  include  our accounts and those of our
wholly-owned subsidiaries: FTS Wireless, Inc. and See World Satellites, Inc. All
significant  intercompany  transactions  and  balances  have  been eliminated in
consolidation.

The accompanying unaudited condensed consolidated financial statements have been
prepared  in  accordance  with U.S. generally accepted accounting principles for
interim  financial  information  and  with  the  instructions  to  Form  10-QSB.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principals for complete financial statements.
In  the  opinion  of management, all adjustments (consisting of normal recurring
adjustments)  considered  necessary  for a fair presentation have been included.
Operating  results  for  the nine months period ended September 30, 2006 are not
indicative  of the results that may be expected for the year ending December 31,
2006.

As  contemplated  by  the  Securities  and  Exchange  Commission  under Rules of
Regulation S-B, the accompanying financial statements and related footnotes have
been  condensed  and do not contain certain information that will be included in
our  annual financial statements and footnotes thereto. For further information,
refer  to  our  audited  consolidated financial statements and related footnotes
thereto included in our annual report on Form 10-KSB for the year ended December
31,  2005.

MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles requires us to make estimates and assumptions that affect
the  reported amounts of assets and liabilities, disclosure of contingent assets
and  liabilities  at  the  date  of  the  financial statements, and the reported
amounts  of  revenues  and  expenses.  Actual  results  could  differ from these
estimates.

ACCOUNTS  RECEIVABLE

Accounts  receivable  consist primarily of trade receivables, net of a valuation
allowance  for  doubtful  accounts.

INVENTORIES

Inventories  are  valued at the lower-of-cost or market on a first-in, first-out
basis.

CASH  AND  CASH  EQUIVALENTS
For  purposes  of  the  statement of cash flows, we consider all short-term debt
securities  with  maturity  of  three  months  or  less  to be cash equivalents.

                                       20
<PAGE>

INVESTMENT SECURITIES

We  account  for  our  investments  in  accordance  with  Statement of Financial
Accounting  Standards  No.  115, "Accounting for Certain Investments in Debt and
Equity  Securities."  We  determine  the  appropriate  classification  of  our
investments in marketable securities at the time of purchase and reevaluate such
determination  at  each  balance sheet date. Securities that are bought and held
principally  for  the purpose of selling them in the near term are classified as
trading  securities.  Debt  securities  for  which  we do not have the intent or
ability  to  hold  to  maturity, and equity securities not classified as trading
securities,  are  classified as available-for-sale. The cost of investments sold
is  determined on the specific identification or the first-in, first-out method.
Trading  securities  are reported at fair value with unrealized gains and losses
recognized  in  earnings, and available-for-sale securities are also reported at
fair  value but unrealized gains and losses are shown in the caption "unrealized
gains  (losses)  on shares available-for-sale" included in stockholders' equity.
We determine fair value of our investments based on quoted market prices at each
balance  sheet  date.

PROPERTY,  EQUIPMENT  AND  DEPRECIATION

We  record  property  and  equipment at cost less accumulated depreciation. Upon
retirement or sale, we remove the cost of the assets disposed of and the related
accumulated depreciation from the accounts,  and recognize any resultant gain or
loss as a component of other income or expense. We compute depreciation over the
estimated useful lives of the assets (3-20 years) using the straight-line method
for  financial  reporting  purposes  and  accelerated  methods  for  income  tax
purposes.  We  charge  maintenance  and  repairs  to  operations  as  incurred.

INTANGIBLE  ASSETS

SFAS  No.  142  eliminates  the  amortization  of  goodwill, and requires annual
impairment  testing  of  goodwill  and introduces the concept of indefinite life
intangible  assets.  We adopted SFAS No. 142 effective January 1, 2002. Goodwill
and indefinite-lived intangible asset impairment is always assessed based upon a
comparison  of  carrying  value  with  fair  value.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

We  periodically  assess  realization  of long-lived assets, including goodwill.
Accordingly,  in  the  event that facts and circumstances indicate that property
and  equipment, and intangible or other assets may be impaired, an evaluation of
recoverability  would be performed. If an evaluation is required, we compare the
estimated  future  undiscounted  cash  flows  associated  with  the asset to the
asset's  carrying  amount  to  determine  if  a  write-down  to  market value is
necessary.  We  believe that there was no impairment of such assets at September
30,  2006 or December 31, 2005.

                                       21
<PAGE>

REVENUE RECOGNITION

Our  wholly-owned  subsidiary,  FTS  Wireless,  recognizes  revenue  from  the
activation  of new wireless customers and the sale of wireless handsets, airtime
and  accessories  at  the  time  of  activation  or  sale.

Net  revenues  from  wireless  activations  are  recognized during the month the
activation  is  performed.  Allowances  for charge-backs, returns, discounts and
doubtful  accounts  are  provided when sales are recorded. Shipping and handling
costs  are  included  in  cost  of  sales.

Although  our  post-paid  activations  are  subject  to  possible charge-back of
commissions  if  a  customer  deactivates  service  within the allowable 180-day
period  after  signing  the  contract,  we still recognize the activation in the
period  of  the  activation.  We  have  set up a reserve for possible activation
charge-backs.  Based  on SFAS No. 48, this is permitted if reliable estimates of
the  expected  refunds can be made on a timely basis, the refunds are being made
for  a  large  pool  of  homogeneous items, there is sufficient company-specific
historical  basis  upon  which  to  estimate  the refunds, and the amount of the
commission specified in the agreement at the outset of the arrangement is fixed,
other  than  the  customer's  right  to  request  a  refund.

Our  wholly-owned subsidiary, See World Satellites, Inc. recognizes revenue when
it  makes  a  sale  within  the  store,  completes  a  retail satellite receiver
installation  at  the  customer's  home  and  the  customer signs a contract, or
completes  a  retail  service  provider  satellite  receiver installation at the
customer's  home  and  signs  a  contract.

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

                                       22
<PAGE>

INCOME TAXES

We  are  a  taxable entity and recognize deferred tax assets and liabilities for
the  future  tax  consequences attributable to differences between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax  basis.  We  measure  deferred  tax assets and liabilities using
enacted  tax  rates  expected  to  be  in  effect when the temporary differences
reverse.  The  effect  on the deferred tax assets and liabilities of a change in
tax  rates  is recognized in income in the year that includes the enactment date
of  the  rate change. We use a valuation allowance to reduce deferred tax assets
to  the  amount  that  is  more  likely  than  not  to  be  realized.

EARNINGS  PER  SHARE

We  compute  the  basic net earnings (loss) per common share by dividing the net
earnings  (loss)  by  the weighted average number of shares outstanding during a
period.  We compute diluted net earnings (loss) per common share by dividing the
net  earnings,  adjusted  on  an  as if converted basis, by the weighted average
number  of common shares outstanding plus potential dilutive securities. For the
nine  months  ended  September  30,  2006 and 2005, we did not include potential
dilutive  securities  that  had  an  anti-dilutive  effect in the calculation of
diluted  net  earnings (loss) per common share. These securities include options
to  purchase  shares  of  common  stock.

ADVERTISING  COSTS

The  cost  of  advertising  is  expensed  as  incurred.  Advertising expense was
$107,796  and  $12,771  for  the  nine  months ended September 30, 2006 and 2005
respectively.

STOCK-BASED  COMPENSATION

Effective  the  first  quarter  of  fiscal  2006,  we  adopted SFAS 123(R) which
establishes  accounting  for stock-based awards exchanged for employee services.
Accordingly,  stock-based  compensation cost is measured at grant date, based on
the  fair  value  of the award, over the requisite service period. We previously
applied  APB  25  and  related  interpretations,  as  permitted  by  SFAS  123.

                                       23
<PAGE>

FAIR VALUE OF FINANCIAL INSTRUMENTS

We  estimate  the fair value of our financial instruments using available market
information  and  appropriate  valuation  methodologies.  However,  considerable
judgment  is  required  in  interpreting market data to develop the estimates of
fair  value.  Accordingly,  our  estimates  of  fair  value  are not necessarily
indicative  of  the  amounts that we could realize in a current market exchange.
The  use of different market assumption and/or estimation methodologies may have
a  material  effect  on  the  estimated  fair  value amounts. The interest rates
payable by us on our notes payable approximate market rates. We believe that the
fair  value  of  our financial instruments comprising accounts receivable, notes
receivable,  accounts  payable,  and  notes  payable  approximate  our  carrying
amounts.

NEW  ACCOUNTING  STANDARDS

In  May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 154, Accounting Changes and Error
Corrections.  SFAS  No. 154 replaces Accounting Principles Board Opinion No. 20,
Accounting  Changes,  and  SFAS  No. 3, Reporting Accounting Changes in Internal
Financial  Statements,  and  changes the requirements for the accounting for and
reporting  of  a  change  in  accounting  principle.  SFAS  No.  154  requires
retrospective  application  of changes in accounting principle to prior periods'
financial  statements,  unless  it  is  impracticable  to  determine  either the
period-specific  effects or the cumulative effect of the change. SFAS No. 154 is
effective  for accounting changes and corrections of errors made in fiscal years
beginning  after  December 15, 2005. We adopted SFAS No. 154 on January 1, 2006.
Any impact on our consolidated results of operations and earnings per share will
be  dependent  on  the amount of any accounting changes or corrections of errors
whenever  recognized.

In  December  2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153. This statement addresses the measurement
of  exchanges  of  nonmonetary  assets.  The  guidance  in  APB  Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based  on  the principle that
exchanges  of  nonmonetary  assets should be measured based on the fair value of
the  assets  exchanged.

The  guidance  in  that  opinion;  however,  included certain exceptions to that
principle.  This  statement  amends  Opinion  29  to eliminate the exception for
nonmonetary  exchanges  of  similar  productive  assets  and  replaces it with a
general  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  A  nonmonetary  exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years  beginning  after  June  15,  2005.  Earlier  application is permitted for
nonmonetary  asset  exchanges  incurred  during fiscal years beginning after the
date  this  statement was issued. We believe the adoption of this statement will
have  no  impact  on  our  financial  statements.

In  December  2004, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  152,  which amends FASB statement No. 66,
"Accounting for Sales of Real Estate," to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing
Transactions." This statement also amends FASB Statement No. 67, "Accounting for
Costs  and Initial Rental Operations of Real Estate Projects," to state that the
guidance  for  (a)  incidental  operations  and  (b) costs incurred to sell real
estate  projects  does  not  apply to real estate time-sharing transactions. The
accounting  for  those  operations  and  costs is subject to the guidance in SOP
04-2.  This  statement  is  effective  for financial statements for fiscal years
beginning  after  June  15, 2005. We believe the adoption of this statement will
have  no  impact  on  our  financial  statements.

In  November  2004,  the  Financial  Accounting  Standards  Board  (FASB) issued
Statement  of  Financial  Accounting  Standards  No.  151,  "Inventory Costs--an
amendment  of  ARB No. 43, Chapter 4." This statement amends the guidance in ARB
No.  43,  Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts  of  idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "under some
circumstances,  items  such as idle facility expense, excessive spoilage, double
freight,  and  rehandling  costs  may  be so abnormal as to require treatment as
current  period charges." This statement requires that those items be recognized
as  current-period  charges regardless of whether they meet the criterion of "so
abnormal."  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion be based on the normal capacity
of  the  production  facilities. This statement is effective for inventory costs
incurred  during  fiscal  years beginning after June 15, 2005. We do not believe
the  adoption  of  this statement will have any immediate material impact on us.

     THREE MONTH PERIOD ENDED SEPTEMBER 30, 2006 AS COMPARED TO THREE MONTHS
                 ENDED SEPTEMBER 30, 2005 RESULTS OF OPERATIONS

SALES  REVENUE

CONSOLIDATED

For  the  three  months  ended  September 30, 2006, consolidated sales increased
$1,361,742  or 480%, to $1,645,247, as compared to $283,505 for the three months
ended  September  30,  2005.  For  the  nine  months  ended  September  30, 2006
consolidated  sales increased to $4,912,254 from $934,096 during the same period
in  2005.  The  increase  in  year  to date consolidated sales is related to the
inclusion  of  results  of  See World Satellites not included in the prior years
results  as  well  as  a  year to date increase in sales at FTS Wireless of 44%.

FTS  WIRELESS

For  the  three months ended September 30, 2006, FTS Wireless sales increased by
$127,758  to  $411,263  when  compared to sales of $283,505 for the three months
ended  September  30,  2005.  For  the  nine months ended September 30, 2006 FTS
Wireless,  revenue increased $414,083 or 44.0% to $1,348,179 compared to revenue
of $934,096 for the nine months ended September 30, 2005. FTS Wireless generated
25.0%  of  our  total sales or $411,263 for the three months ended September 30,
2006,  compared  to revenue of $283,505 for the three months ended September 30,
2005  for  an  increase  of 45%. Our sales revenue for FTS Wireless is primarily
generated  from  the sale of wireless handsets, wireless accessories and related
products.  The  increase  in  sales  revenue  at  FTS Wireless is related to the
introduction  of  Metro PCS handsets and rate plans into our core market. During
the  three and nine months ended September 30, 2005 Metro PCS did not operate in
the  Tampa,  Florida  market.

SEE  WORLD  SATELLITES

For  the  three  months  ended  September 30, 2006, See World generated sales of
$1,233,984.  See  World  generated approximately 75.0% of our consolidated sales
for  the  three  months  ended  September  30,  2006.  For the nine months ended
September  30,  2006  See World generated sales of $3,564,075which accounted for
approximately  73%  of  our consolidated sales for the period. Our sales revenue
for See World Satellites, Inc. is primarily generated from the sale, service and
installations  of DISH Network satellite television systems. Since See World was
acquired  in  January  2006  we  do  not  have  year  over  year  comparisons.

                                         24
<PAGE>

COST  OF  GOODS  SOLD

CONSOLIDATED

For  the  three months ended September 30, 2006, consolidated cost of goods sold
increased  by $313,783 to $530,754, as compared to $216,971 for the three months
ended  September  30,  2005. For the nine months ended September 30,2006 cost of
goods  sold  increase  by $974,391 to $1,586,747 as compared to $612,356 for the
nine  months  ending  September  30,  2005.

FTS  WIRELESS

For the three months ended September 30, 2006, FTS Wireless reported an increase
in  cost  of  goods  sold of $152,577 to $369,548 when compared to cost of goods
sold  of  $216,971  for  the  three months ended September 30, 2005.FTS Wireless
reported  an  increase in cost of goods sold for the nine months ended September
30,2006 of $479,722 to $1,092,078 when compared to $612,356 for the three months
ended September 30, 2005. The increase in cost of goods sold for both periods is
primarily  related  to  increased pricing and purchases of wireless handsets and
related  products.

SEE  WORLD  SATELLITES

For the three months ended September 30, 2006 See World Satellites reported cost
of  goods  sold  of  $161,206.  For the nine months ended September 30, 2006 See
World  reported  cost of goods sold of $464,669. Since the business was acquired
in January 2006 we do not have year over year comparisons for cost of goods sold
at  See  World.

GROSS  PROFITS

CONSOLIDATED

For  the  three  months  ended  September  30,  2006, gross profits increased by
$1,047,959 from $66,534 in 2005 to $1,114,493 in 2006. For the nine months ended
September  30,  2006,  gross  profits  increased  by $3,003,767 to $3,325,507 as
compared to $321,740 for the nine months ending September 30, 2005. The increase
in  gross  profits  is  attributed  to  the  increase  in  sales revenue of DISH
satellite  systems  relating to our wholly-owned subsidiary See World Satellites
not  offered  during  the comparable period and a 45% increase in year over year
sales  revenue  at our wholly-owned subsidiary FTS Wireless. For the nine months
ended  September  30,  2006, gross profits as a percentage of sales increased to
67%  in  2006  compared  to  34%  in  2005.

FTS  WIRELESS

For  the  three  months  ended  September  30,  2006, FTS Wireless' gross profit
decreased by $24,820 to $41,714 when compared to gross profit of $66,534 for the
three  months  ended September 30, 2005. For the nine months ended September 30,
2006,  FTS Wireless' gross profit decreased by $65,640 to $256,100 when compared
to  gross  profits of $321,740 for the nine months ended September 30, 2005. The
decrease  in  gross  profits is primarily related to reduced margins on sales on
Metro  PCS  handsets  when  compared  to  the  higher  margin post-pay products.
However,  with  Metro  PCS  we  do  not  have  any ongoing charge back exposure.

SEE  WORLD  SATELLITES

For  the three months ended September 30, 2006, See World reported gross profits
of  $1,072,778.  For the three months ended September 30, 2006 we reported gross
profits  of  $3.069,406.  Since See World was acquired in January of 2006, we do
not  have  year  over  year  comparisons  in  gross  profits  for  See  World

SELLING,  GENERAL  AND  ADMINISTRATIVE

Selling,  General  and  Administrative  Expenses  for  the  three  months  ended
September  30,  2006,  increased  $762,642  or 311% to $1,008,030 as compared to
$245,388  for  the  three  months  ended September 30, 2005. For the nine months
ended September 30, 2006, Selling, General and Administrative Expenses increased
to  $3,082,858  or 63% of total sales compared to $1,271,665 for the nine months
ended  September  30,  2006.  The  increase  for the three and nine months ended
September 30, 2006 in Selling, General and Administrative expenses was primarily
related  to  increased  operating  costs related to our acquisition of See World
Satellites,  Inc.  on  January  3,  2006. The year over year comparisons include
operations  of  See  World  Satellites,  Inc. not included in the three and nine
months  ended  September  30,  2005.

OPERATING  INCOME

Operating  income  increased to $106,463 during the three months ended September
30, 2006, compared to an operating loss of ($178,854) for the three months ended
September 30, 2005 for a net improvement of $285,317. Operating income increased
to  $242,649  during  the  nine  months ended September 30, 2006, compared to an
operating loss of ($949,925) for the nine months ended September 30, 2005, for a
net improvement of $1,192,574. The year over year comparisons include operations
of  See  World  Satellites, Inc. not included in the three and nine months ended
September  30,  2005.

NET  INCOME

Net income increased by $248,896 to $69,551 for the three months ended September
30,  2006  compared  to  a net loss of ($179,345) during the three months ending
September  30,  2005.  The  increase  in  net income was primarily related to an
increase in revenue of $1,233,984 from our new wholly-owned subsidiary See World
Satellites,  inc.  not  included  in the prior years results. Net income for the
nine month ended September 30, 2006 increased to $131,669 compared to a net loss
of  ($1,140,163) for a net improvement of $1,271,832. The increase in net income
was  primarily  related  to  an  increase  in  revenue  of  $3,564,075  from our
wholly-owned  subsidiary  See  World  Satellites, Inc. not included in the prior
years  results.

                                       25
<PAGE>

INTEREST EXPENSE

Interest  expense  increased  $36,421  to  $36,912  for  the  three months ended
September 30, 2006, as compared to $491 for the three months ended September 30,
2005. The year over year increase in interest expenses is related to an increase
in  interest  expenses  from  a  private  placement closed on December 29, 2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  requirements  for  capital  are  to:

o  pay  down  debt,
o  fund  possible  acquisitions,  and
o  provide  working  capital  and  funds  to  expand  our  current  business.

Our primary source of financing during the three months ended September 30, 2006
includes cash received from the issuance of common stock and cash generated from
operations.

As of September 30, 2006, our Current Assets were $765,096 consisting of $25,356
in  cash, $369,876 in inventories, $170,150 of accounts receivables and $199,714
of  prepaid  expenses  and  current assets. Current Liabilities were $3,446,428,
consisting  of $1,462,431 of convertible debentures, $1,830,895 of notes payable
to related parties, $145,483 in accounts payable and accrued expenses and $7,619
of  long  term  debt-equipment  loans.

At  September  30,  2006,  we  had  total assets of $6,638,258 consisting of, in
addition  to  the  assets described above, excess of cost over the net assets of
business  acquired  $5,177,696,  property  and  equipment,  net  of  accumulated
depreciation  of $340,604, unamortized discount of convertible debt of $278,535,
unamortized  debt  issuance  costs  $59,145  and  deposits  of  $17,182.

                                       26
<PAGE>

GOING CONCERN OPINION

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

FINANCING  ACTIVITIES

During the three months ending September 30, 2006, 5,600,000 "A" warrants priced
at  $0.045 were exercised for gross proceeds of $252,000. At September 30, 2006,
we  had  not  issued  1,185,350  restricted  shares  that  we owed to one of the
investors.

SUBSIDIARIES

As  of  September  30, 2006, we had two wholly-owned subsidiaries, FTS Wireless,
Inc.  and  See  World  Satellites,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES.

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

Our  management  evaluated,  with  the  participation  of  our  Chief  Executive
Officer/Interim 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/Chief  Financial  Officer has concluded that our disclosure controls and
procedures  are effective to ensure that information we are required to disclose
in  reports that we file or submit under the Securities Exchange Act of 1934 (i)
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified  in  Securities  and  Exchange Commission rules and forms, and (ii) is
accumulated  and  communicated  to our management, including our Chief Executive
Officer/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.

                                       27
<PAGE>

There was no change in our internal control over financial reporting that
occurred during our last fiscal quarter 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 litigation or potential litigation that could have a
material  impact  on  our  business.

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

We did not have any issuances of unregistered securities during the three months
ended  September  30,  2006

                                       28
<PAGE>

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

We  have  filed  a  Registration  Statement  on  Form  SB-2.  The purpose of the
Registration Statement is to register the resale of certain securities we issued
as  part  of  a  private  placement  completed in January 2006.Until the SB-2 is
declared  effective  by  the  Securities and Exchange Commission we are accruing
liquidated damages that we anticipate paying either in cash or by issuing shares
of  common  stock.

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).

                                       29
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>

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

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

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

4.14 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  by  reference).

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

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

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

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

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

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

                                       31
<PAGE>

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

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

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

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

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

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

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

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

10.27 Employment  Agreement  between  the  Company  and  Scott  Gallagher, dated
     November  15,  2005 (included as exhibit 10.27 to the Form 10-QSB filed May
     15,  2006,  and  incorporated  herein  by  reference).

10.28 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).

                                       32
<PAGE>

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

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

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

                                   SIGNATURES

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

/s/  Scott  Gallagher
---------------------
Scott  Gallagher
Chief  Executive  Officer  and
Interim  Chief  Financial  Officer
(Principal  Accounting  Officer)
November  20,  2006

<PAGE>