FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

  [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                   For the fiscal year ended December 31, 2002

     [ ] Transition report pursuant to section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                         Commission File Number 0-24829

                                FTS APPAREL, INC.
                                -----------------

             (Exact name of registrant as specified in its charter)


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


1049c Oxford Valley Rd., Suite 1202, Levittown, Pennsylvania               19057
--------------------------------------------------------              ----------
(Address of principal executive offices)                              (Zip Code)



       Registrant's telephone number, including area code: (215) 369-9979

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               Title of each class

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 for the past
90  days.  Yes  [X]  No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the  registrant's  knowledge,  in  definitive  proxy  or  information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

The  Registrant's  revenues  for  the  most  recent  fiscal  year  were  $0.

The  aggregate  market  value  of  the  3,456,402 shares of common stock held by
Non-affiliates of the Company as of March 6, 2003 was $587,588.34 based upon the
last  reported  sale  of  the  common  stock of $.17 per share on March 5, 2003.

The  total  number  of  shares of issuer's common equity as of April 8, 2003 was
17,180,240.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

Transitional  Small  Business  Disclosure  Format:  Yes  [  ]  No  [X]


<PAGE>
                           FORWARD LOOKING STATEMENTS

This  report  includes  "forward-looking  statements.  For  example,  statements
included  in this report regarding our financial position, business strategy and
other  plans  and  objectives  for  future  operations,  and  assumptions  and
predictions about future product demand, supply, manufacturing, costs, marketing
and  pricing  factors are all forward-looking statements. When we use words like
"intend," "anticipate," "believe," "estimate," "plan" or "expect," we are making
forward-looking  statements.  We  believe  that the assumptions and expectations
reflected  in  such  forward-looking  statements  are  reasonable,  based  on
information  available  to  us on the date hereof, but we cannot assure you that
these  assumptions  and  expectations will prove to have been correct or that we
will  take  any  action  that  we  may  presently be planning. We have disclosed
certain  important  factors  that  could  cause  our  actual  results  to differ
materially  from  our  current expectations elsewhere in this report. You should
understand  that  forward-looking statements made in this report are necessarily
qualified  by these factors. We are not undertaking to publicly update or revise
any  forward-looking  statement  if  we  obtain  new  information  or  upon  the
occurrence  of  future  events  or  otherwise.

                                        i


ITEM  1.  BUSINESS

HISTORY

FTS  Apparel, Inc. ("FTS" or the "Company") was founded under the name Full Tilt
Sports,  Inc.  in 1997 as a Colorado corporation to sell designer sportswear and
accessories. Effective August 23, 2000, we changed our name to FTS Apparel, Inc.
Our  common  stock  trades  on  the  OTC  Bulletin  Board.

Effective  January  11, 2002, we experienced a change in control. Effective that
date,  our  Board  of  Directors  appointed  a  new Chairman and Chief Executive
Officer.  Subsequently,  all  former  officers  and  directors  resigned  their
positions  with  the Company and the new Chairman appointed three additional new
members  to  the  Board.  The  new  Chairman also agreed to purchase most of the
Company  common  stock  owned  by  two  of the former officers and directors and
additional  stock  from  some  other  Company  shareholders.  As  a  result,  we
experienced  a  change  in control. See Item 9. Directors and Executive Officers
and  Item  11.  Security  Ownership of Certain Beneficial Owners and Management.

In  conjunction  with  this  change  in  control,  our  principal  executive and
administrative  offices  were  moved to Pennsylvania. Our current address is 301
Oxford  Valley  Rd.,  Suite  1202,  Yardley,  Pennsylvania  19067.

DESCRIPTION  OF  BUSINESS

Historically  we  have  been  in  the brick-and-mortar business of designing and
selling  designer/casual  sportswear  and  accessories, focusing on athletic and
casual  lifestyle  clothing.  We  identify  our  merchandise  with the "Flip The
Switch"  and  "FTS"  trademarks  and logos. We market our products with a sports
orientated  approach,  primarily  by endorsements from professional athletes and
sports  personalities.  Our  product line included shirts, jackets, vests, pants
and  caps  in  various  styles  and  colors  that  we believe are attractive and
appealing to our target market of young consumers. In connection with the change
in  control  of  our  management  in  January  2002,  we  decided to explore the
opportunities,  if  any, of acquiring other operating companies and/or expanding
our  business model to include an e-commerce infrastructure.   Our investigation
to  date  has  revealed that attractive opportunities are still available in the
technology  and  wireless  industries. Accordingly, we intend to evaluate one or
more companies in an effort to identify a company that offers high profit margin
with  little  downside  risk.

On  February  14,  2003,  pursuant  to  an  Asset Purchase Agreement dated as of
February  14,  2003  (the  "Purchase  Agreement")  by  and between us and Simply
Cellular,  Inc., a Florida corporation (the "Seller"), we acquired substantially
all  of  the  assets  of  the Seller's wireless cellular service and accessories
store,  as  well  as  the sellers e-commerce web store www.CellularDeals.com. We
intend  to  continue to use the acquired assets as a platform for future growth.
The  purchase price consisted of $70,000 of cash. Funds for the acquisition were
obtained  via  our  sale  of 6% convertible debentures. We intend to continue to
operate  the  cellular  phone business with a view towards growth and expansion.

Another avenue that we are exploring is to adapt our historical apparel business
to an e-commerce business model. In this concept, we would offer the merchandise
that  we have sold historically to consumers exclusively on the Internet through
a  web site. This would reduce the overhead associated with the need to maintain
a  staff  of  sales,  order  processing  and  distribution personnel. While this
project  is in the early stages of exploration, we believe that this would be an
attractive way to use our intellectual property more effectively than we have in
the  past.

APPAREL  SERVICES

PRODUCTION
----------

In  the  past  we  have  contracted  with  independent  overseas  and  domestic
Manufacturers  for  production of our merchandise, whose products we have tested
And  approved. In the future, should we receive orders, we intend to continue to
outsource  these  functions.  We  currently  have  the  ability  with  outside
consultants,  to  design and produce all of our products, including style, color
and  materials. We believe that we produce high quality garments and accessories
to  appeal  to  the  discriminating  consumer.  Our  current  manufacturers have
performed  to  our standards in terms of quality, cost and time of manufacturing
and  delivery,  however,  we  do  not  maintain  written  contracts  with  our
manufacturers.  We believe that our current manufacturers, or others who will be
able  to  provide services of equal quality, will be able to fill our orders, if
any.

The  products  that  we  have  had  produced  to  date  are:

o  golf  shirts
o  t-shirts
o  long  sleeve  shirts
o  sweat  shirts
o  fleece  jackets
o  pants
o  shorts
o  caps

We place our larger orders, if any, with overseas manufacturers when we are able
to  plan  in  advance.  These  manufacturers have more favorable prices but take
longer  to  fill  our orders and deliver our products. For smaller custom orders
that  are  required  on short notice, such as for tournaments and team sales, we
use  a  local New Jersey manufacturing company that can manufacture the clothing
on  short  notice.  Our  principal  suppliers  and  manufacturers  include:

(a)  RiversEdge  Printing  in  Point  Pleasant,  New  Jersey  and

(b)  MajesticWest,  based  in  Colorado.

All  of  our  design work is contracted out to independent contractors as is the
manufacturing  of  all of our products. We believe this allows us to control and
monitor our cost structure. We intend to sell our products through (i) our group
of  Internet  sites  located  at  www.Flip.tv,  www.FlipTheSwitch.TV  and
www.FTSApparel.com  scheduled for launch later this year and (ii) through a mail
order  catalog  that  we intend to produce. We also intend to possibly develop a
retail  sales  channel  by  selling  our  products  to local and national retail
establishments;  however,  we  have  no  agreements  to  do  so  as  of  yet.


<PAGE>
MARKETING
---------

In the past, the focus of our marketing historically has been through the use of
professional  athletes  and  celebrity  personalities  wearing and promoting our
clothing.  We  had  been  successful  in  signing  several  of these endorsement
personalities particularly because several members of our former management were
professional  baseball  players  and had contacts with these athletes. We do not
have any signed endorsement contracts with any athletes, but the athletes listed
below  have  promoted our apparel line because of the personal relationship with
the  members  of  our  former  management.  These  athletes include professional
football players, baseball players, boxers and popular former professionals such
as:

Michael  Grant,  Ed McCaffrey, Rod Smith, Bill Romanowski- Oakland Raiders Eddie
George,  Trevor  Hoffman,  Floyd  Mayweather,  Reggie  Johnson, Tim Dwight, Chad
Brown,  Billy  Wagner,  and  Pokie  Reese.

These  athletes  have  not  endorsed  our  products  since the fiscal year ended
December  31, 2001 and we may not be able to engage them to endorse our products
in  the  future.

We  also  market  our  products  in  the  following  manner:

o  Sponsorship  of  sporting  events
o  Sponsorship  of  team  sports
o  Radio  advertisements
o  Newspaper  advertisements
o  Internet  advertisements

Due  to the disappointing results of our sales efforts, we believe that our past
methods need refining. Accordingly, we will evaluate other means of marketing in
the  future  as  our  new  business  model  evolves.

DISTRIBUTION  AND  SALES
------------------------

The  focus  of  our  distribution  and sales has been through retail department,
specialty  and sporting goods stores. We are dependent on sales in these markets
to  achieve  the  sale volumes we need to be profitable. We have had no material
sales  since  the  fiscal  year  ended  December  31,  2002.

Retail  Store  Sales. Our products have historically been sold primarily through
department  stores, specialty stores and sporting goods stores. In 2000, we were
successful  in  placing  our merchandise in JC Penny, a major national retailer.
However, due to the disappointing results of that placement, we have been unable
to  renew that relationship since 2001. The sales potential for retailers varies
greatly  as  their  locations range from kiosks to department stores. The retail
stores  where  our  products  have  been  sold  include:

o  Department  Stores  -  JC  Penney  and  Elder  Beerman
o Sporting Good Stores - Gart Sports, Copper Rivet, Finish Line and Shoe Extreme
o  Nutrition  Stores  -  Will  Power  Nutrition  and  Advanced  Nutrition

Our  products  have  not  been  sold in these stores since the fiscal year ended
December  31,  2001. In 2003 we experienced a restructuring and did not sell any
apparel  products.

Team Sales. In the past we marketed our products to amateur sports teams, mostly
in  the Colorado Springs and Colorado Front Range region, where our headquarters
were  formerly  located  and  where we had the most local contacts and exposure.
These  customers  were  mostly  soccer,  hockey, football and baseball clubs and
teams.


<PAGE>
TRADEMARK
---------

We  believe that the distinctiveness of our clothing and accessories lies in our
"Flip  The  Switch"  concept.  We have filed Trademark registration applications
with  the  U.S.  Patent and Trademark Office (the "USPTO"). Registration for our
"Flip  The  Switch"  trademark  has  been  approved  by the USPTO (Trademark No.
2493173).  Registration  for a design has been also been approved (Trademark No.
2456035). Registration for a second design Serial # 76-191249 has been "allowed"
as  of  April 23, 2002 by the USPTO. An opposition has been filed by Propet Usa,
Inc.  against  the  federal  registration for our "FTS" trademark, but we do not
believe  this opposition has merit and have contacted Propet Usa, Inc to attempt
and  resolve  this  matter.

WIRELESS  COMMUNICATIONS  BUSINESS

On  February  14,  2003,  pursuant  to  an  Asset Purchase Agreement dated as of
February  14,  2003  (the  "Purchase  Agreement")  by  and between us and Simply
Cellular,  Inc., a Florida corporation (the "Seller"), we acquired substantially
all of the assets of the Seller's wireless service and accessories store and web
site.  We  intend  to  continue to use the acquired assets for the same use. The
purchase  price  consisted  of  $70,000  of cash. Funds for the acquisition were
obtained  via  our  sale  of 6% convertible debentures. We intend to continue to
operate  the  wireless  phone business with a view towards growth and expansion.

In  March  2003,  we incorporated a new Florida company, FTS Wireless, Inc. into
which we intend to transfer our wireless phone business assets into. Through our
store  located in Tampa, Florida, and our web site www.CellularDeals.com we sell
a  wide  range  of  products,  accessories  and  components for wireless phones,
including  batteries,  chargers,  antennas  and  more.

Products. We currently sell products including, but not limited to, rechargeable
batteries,  personal and portable hands free kits, hands free installation kits,
portable and vehicle antennas, in-car and travel chargers, fashionable accessory
faceplates  and  colored  housings  for cellular phones, plain and colored phone
carrying  cases  and  two-way  and  pager  accessories.

Cellular  phones  are  an integrated communications system that integrate wired,
wireless,  exchange  equipment. The Mobile/Cellular telephones are composed of a
mobile  telephone  exchange  center, base station and mobile station. Currently,
there  are  two  kinds  of  mobile cellular telephones, (a) the simulated mobile
telephone  and  (b)  the  digital mobile telephone. We carry many kinds of brand
name  mobile  telephones  and accessories such as, Motorola, Nokia and Ericsson.

We  have  secured  agreements  with  two master dealer's to provide products and
services  for  three leading cellular service providers in the country including
Sprint  PCS,  T-Mobile  and  NexTel:

Malsha  Products  is  a New York based master distributor of Sprint products and
services  in  the  Tampa, Florida marketplace and serves as our master dealer to
obtain  Sprint  PCS  products  and  services.

American  Connections,  LLC  (ACL)  is  a  nationwide  wholesale  and  retail
distributor.  ACL  is  one  of  the  largest  national wholesale distributors of
wireless  service  and  products.  ACL  features  NexTel  as its primary service
product  and  is  currently operating in 11 states and the District of Columbia.

- We intend to increase our same store sales by continuing our focus on products
incorporating  the  latest  technology,  since higher sales prices are typically
associated  with  these  products.

-  We  expect  to  continue  to  explore the opening of new stores in geographic
areas. We intend to franchise our brand name, "FTS Wireless" to the northeastern
U.S.  area  and  other  locations  to  be  determined.

-  We  intend  to  improve  our existing store by upgrading and rotating product
displays  as  well as carrying the latest high technology products. We also plan
to  train our employee's as wireless consultant offering value added services to
the  retail  wireless  client.

-  We  intend,  but have no agreement to, pursue strategic acquisitions of local
and  regional  cellular  phone  stores.

-  We  intend  to  develop  the  "FTS  Wireless"  brand  name.


<PAGE>
EMPLOYEES

As  of  December 31, 2002, we had one full time employee, excluding our Chairman
and  chief  executive officer, Scott Gallagher, and W. Scott McBride a Director,
on  a  consulting  basis.  We do not have any part-time employees. We have never
experienced  a  work  stoppage  and  we  believe  that our relationship with Mr.
Gallagher  is  a  good  one.  Our  success  depends  to  a large extent upon the
continued  services  of  Mr.  Gallagher.  The  loss of his services could have a
material  adverse  effect  on  our  business  and  our  results  of  operations.

In  connection  with our cellular phones and accessories business, we employ one
individual  as an independent contractor to run the "FTS Wireless" store located
in  Tampa,  Florida.

We  do  not expect any additional significant changes in the number of employees
over  the  next  twelve  months.  From  time-to-time,  we engage the services of
outside consultants to assist in our business, including attorneys, accountants,
and  marketing  and  advertising  personnel.  We  may  engage  the  services  of
additional  individuals  in  the  future  as  our business needs dictate and our
financial  resources  permit.

ITEM  2.  PROPERTIES

We  lease our facilities located at 301 Oxford Valley Road, Suite 1202, Yardley,
Pennsylvania  19067  for  use as our corporate headquarters. We entered into our
lease  commencing on July 1, 2002 for a period of one (1) year and currently pay
a  monthly  rental  fee  of $900.00 to occupy approximately 700 square feet. Our
lease  agreement  provides  for  a  one year renewal option. We believe that our
leased  properties  are  adequate  for  our  current and immediately foreseeable
operating  needs.  We  do  not  have  any policies regarding investments in real
estate,  securities  or  other  forms  of property. We also operate our wireless
phone  business  from  leased  facilities  located at 12014 Anderson Road, Tamp,
Florida,  33625.  The  facilities, leased to Simply Cellular, Inc., commenced on
August  1,  2001,  with Life Investor Inc., Co., as landlord and on February 14,
2003,  Simply  Cellular,  Inc.,  assigned  such  leased  facilities  to  us.

Transfer  agent

Our  transfer  agent  is Securities Transfer Corporation, located at 2591 Dallas
Parkway  Suite  102,  Frisco, Texas 75034. Their phone number is (469) 633-0101.

RISK  FACTORS

You  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained  in this prospectus before investing in our common stock.
Investing  in  our  common  stock  involves  a  high  degree of risk. Any of the
following  risks  could  adversely  affect our business, financial condition and
results  of  operations  and could result in a complete loss of your investment.
The  risks  and uncertainties described below are not the only ones we may face.

We Had A Loss For The Year Ended December 31, 2002 And Expect Losses To Continue
In  The  Future.  There  Is  A  Risk  We  May  Never  Become  Profitable.

We  had  a net loss of $1,168,154 for the year ended December 31, 2002 and a net
loss  of $815,907for the year ended December 31, 2001. Our future operations may
not  be  profitable  if we are unable to develop our recently acquired operating
business  or  if  we  are  unable to expand our current limited operations to an
e-commerce  business  model.  Revenues  and  profits,  if  any, will depend upon
various  factors,  including  whether  we  will  be  able  to receive funding to
advertise  our products or find additional businesses to operate and/or acquire.
We may not achieve our business objectives and the failure to achieve such goals
would  have  an  adverse  impact  on  us.

There  Is Substantial Doubt About Our Ability To Continue As A Going Concern Due
To  Recurring  Losses And Working Capital Shortages, Which Means That We May Not
Be  Able  To  Continue  Operations  Unless  We  Obtain  Additional  Funding.

Our  audited  financial  statements for the fiscal year ended December 31, 2002,
reflect  a  net  loss  of  $1,168,154. These conditions raised substantial doubt
about  our  ability  to  continue  as  a  going concern if sufficient additional
funding was not acquired or alternative sources of capital developed to meet our
working  capital  needs.

Our Current And Potential Competitors in the Apparel Industry, Some Of Whom Have
Greater  Resources  And  Experience Than We Do, May Manufacture Or Sell Products
That  Cause  Greater  Demand  For  Their  Products  Which May Cause Sales Of Our
Products To Decline. If We Are Unable To Generate Sales For Our Products, We May
Not  Be  Able  To  Continue  To  Operate.

We  compete  with  numerous  domestic  and  foreign  designers,  brands  and
manufacturers  of  apparel,  accessories  and  other products, some of which are
significantly larger and have greater resources, than we do. Management believes
that  our  ability to compete effectively depends upon our continued flexibility
in  responding  to  market  demand  and  our  ability to offer fashion conscious
consumers  a  wide  variety  of  high  quality  apparel  at  competitive prices.


<PAGE>
Our  Business  Is  Dependent  Upon  Our Being Able To Accurately Predict Fashion
Trends,  Customer  Preferences,  And  Other  Fashion-Related  Factors. If We Are
Unable  To  Successfully  Predict Or Respond To Changing Styles, We May Be Faced
With  A  Substantial Amount Of Unsold Inventory That Would Cause Our Business To
Lose  Money.

Customer  tastes and fashion trends are volatile and tend to change rapidly. Our
success  depends  in  part  on our ability to effectively predict and respond to
quickly  changing  fashion  tastes and consumer demands, and to translate market
trends  into  appropriate,  saleable  product  offerings.  If  we  are unable to
successfully  predict  or  respond to changing styles or trends and misjudge the
market  for  our  products  or any new product lines, our sales, if any, will be
lower  and  we  may  be  faced  with a substantial amount of unsold inventory or
missed  sales opportunities. In response, we may be forced to rely on additional
markdowns  or  promotional sales to dispose of excess, or slow-moving inventory,
which  could  cause  our business to lose money and could cause the value of our
stock  to  decline.

The  Decline  In  General Economic Conditions Has Led To Reduced Consumer Demand
For  Our  Apparel  And  Accessories  And  May  Continue  To Do So In The Future.

Consumer  spending  habits,  including spending for our apparel and accessories,
are  affected  by, among other things, prevailing economic conditions, levels of
employment,  salaries, wage rates, the availability of consumer credit, consumer
confidence, and consumer perception of economic conditions. The general slowdown
in  the  United States economy and the uncertain economic outlook have adversely
affected  consumer spending habits and mall traffic, which have resulted in, and
may  continue to result in, lower net sales by us. A prolonged economic downturn
could  cause  our business to lose money and could cause the value of our common
stock  to  decline.

THE  LOSS  OF  OUR  KEY  EMPLOYEES  MAY  ADVERSELY AFFECT OUR GROWTH OBJECTIVES.

Our  success  in achieving our growth objectives depends upon the efforts of our
top  management  team  including the efforts of Mr. Scott Gallagher. The loss of
the services of any of this individual may have a material adverse effect on our
business,  financial  condition  and  results  of  operations.  We  can  give no
assurance  that  we  will  be able to maintain and achieve our growth objectives
should we lose Mr. Gallagher's services. Although we intend to apply for key-man
life insurance, we do not currently maintain key life insurance policies for Mr.
Gallagher.

We  May Pursue Strategic Acquisitions, Which Could Have An Adverse Impact On Our
Business.

We  may  from  time  to  time  acquire  complementary  companies  or businesses.
Acquisitions  may result in difficulties in assimilating acquired companies, and
may  result  in the diversion of our capital and our management's attention from
other  business  issues  and  opportunities.  We may not be able to successfully
integrate  operations  that  we  acquire,  including  their personnel, financial
systems,  distribution, operations and general store operating procedures. If we
fail  to  successfully  integrate  acquisitions,  our  business could suffer. In
addition, the integration of any acquired business, and their financial results,
into  ours  may adversely affect our operating results. We currently do not have
any  agreements  with  respect  to  any  such  acquisitions.

We  May,  In The Future, Issue Additional Shares Of Our Common Stock Which Would
Reduce  Investors  Percent  Of  Ownership  And  May  Dilute  Our  Share  Value.

Our  articles  of  incorporation authorizes the issuance of 25,000,000 shares of
common stock, par value $.001 per share. As of March 15, 2003 we have 15,530,240
shares  of  our  common  stock issued and outstanding. We are also authorized to
issue  150,000  shares  of our Series A 10% convertible preferred stock of which
50,000  shares  are  issued and outstanding and 4,850,000 undesignated preferred
shares,  par  value  $.01 per share, of which authorized no shares are issued or
outstanding.  The  future  issuance  of  all or part of our remaining authorized
common  stock may result in substantial dilution in the percentage of our common
stock  held  by  our  then  existing shareholders. We may value any common stock
issued  in  the  future  on an arbitrary basis. The issuance of common stock for
future  services  or acquisitions or other corporate actions may have the effect
of  diluting  the  value  of the shares held by our investors, and might have an
adverse  effect  on  any  trading  market  for  our  common  stock.

Shares Of Our Total Outstanding Shares That Are Restricted From Immediate Resale
But  May  Be  Sold Into The Market In The Future Could Cause The Market Price Of
Our  Common  Stock  To  Drop  Significantly, Even If Our Business Is Doing Well.

As  of  March  15, 2003, we had 15,530,240 shares of our common stock issued and
outstanding.  Of such shares, 11,629,609 shares of common stock were restricted.
As  of  March  2003 approximately 142,500 shares will become eligible for resale
under  Rule  144  which  have  been  held  for  a  period of two years. Rule 144
provides, in essence, that a person holding "restricted securities" for a period
of  one  year may sell only an amount every three months equal to the greater of
(a) one percent of a company's issued and outstanding shares, or (b) the average
weekly  volume  of  sales during the four calendar weeks preceding the sale. The
amount  of "restricted securities" which a person who is not an affiliate of our
company may sell is not so limited, since non-affiliates may sell without volume
limitation  their  shares held for two years if there is adequate current public
information  available  concerning us. In such an event, "restricted securities"
would  be  eligible  for  sale to the public at an earlier date. The sale in the
public  market  of  such  shares of Common Stock may adversely affect prevailing
market  prices  of  our  Common  Stock.

Our  Common  Stock  May  Be Affected By Limited Trading Volume And May Fluctuate
Significantly

There  has been a limited public market for our common stock and there can be no
assurance  that an active trading market for our common stock will develop. As a
result, this could adversely affect our shareholders' ability to sell our common
stock  in  short  time  periods,  or  possibly  at  all.  Our  common  stock has
experienced,  and  is  likely to experience in the future, significant price and
volume  fluctuations which could adversely affect the market price of our common
stock  without regard to our operating performance. In addition, we believe that
factors  such  as quarterly fluctuations in our financial results and changes in
the  overall  economy  or the condition of the financial markets could cause the
price  of  our  common  stock  to  fluctuate  substantially.

Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For  Investors  To  Resell  Their  Shares  Due  To  Suitability  Requirements

Our  common stock is a penny stock. Penny stocks generally are equity securities
with  a  price  of less than $5.00 per share other than securities registered on
certain  national  securities  exchanges  or  quoted on the NASDAQ Stock Market,
provided  that current price and volume information with respect to transactions
in  such securities is provided by the exchange or system. Our securities may be
subject  to  "penny  stock  rules"  that  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers  and accredited investors (generally those with assets in
excess  of  $1,000,000  or annual income exceeding $200,000 or $300,000 together
with  their  spouse). For transactions covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities  and have received the purchaser's written consent to the transaction
prior  to  the  purchase.  Additionally,  for  any transaction involving a penny
stock, unless exempt, the "penny stock rules" require the delivery, prior to the
transaction,  of  a disclosure schedule prescribed by the Commission relating to
the  penny  stock  market.  The broker-dealer also must disclose the commissions
payable  to both the broker-dealer and the registered representative and current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent  price  information  on  the  limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to  sell our securities and may have the effect of reducing the level of trading
activity  of  our  common  stock in the secondary market. The foregoing required
penny  stock  restrictions  will  not apply to our securities if such securities
maintain  a  market price of $5.00 or greater. We can give no assurance that the
price  of  our  securities  will  reach  or  maintain  such  a  level.

RISKS  RELATED  TO  OUR  CELLULAR  PHONE  BUSINESS

Because  We  Depend  On  Third  Party Vendors, We May Not Be Able To Secure Cost
Effective  Products  Which  Could  Cause  Us  To  Lose  Money.

Our  performance  depends  on our ability to purchase our products in sufficient
quantities at competitive prices and on our vendors' ability to make and deliver
high  quality  products  in a cost effective, timely manner. Some of our smaller
vendors  have  limited  resources,  production  capacities and limited operating
histories.  We  have  no  long-term  purchase  contracts or other contracts that
provide  continued  supply,  pricing or access to new products and any vendor or
distributor  could  discontinue selling to us at any time. We may not be able to
acquire  the products that we need in sufficient quantities or on terms that are
acceptable  to  us  in  the  future.

Because  The Cellular Phone Industry Is A Competitive One, We May Not Be Able To
Successfully  Compete  With  Other  Companies Which Would Cause Us To Lose Money
And/Or  Would  Cause  A  Decline  In  The  Value  Of  Our  Stock.

We  operate  in  a highly competitive environment. We principally compete with a
variety  of  small  distributors  of  cellular phone accessories that focus on a
particular  segment  of  the  market, as well as a few single large distributors
that  offer  a  broad  range  of  such  products. We believe that success in the
industry  is  based  on  maintenance  of  product  quality, competitive pricing,
delivery  efficiency,  customer  service and satisfaction levels, maintenance of
satisfactory  dealer  relationships, and the ability to anticipate technological
changes  and  changes  in  customer preferences. Our suppliers whose products we
distribute  or  major  cellular phone manufacturers may acquire, startup, and or
expand  their own distribution systems to sell directly to commercial and retail
customers which would cause us to lose money and/or would cause a decline in the
value  of  our  stock.

If  The  Company  Becomes  A  Franchisor,  It Must Comply With Federal And State
Franchise  Regulations  And If The Company Should Fail To Materially Comply With
Such  Regulations,  The Company May Not Be Able To Continue To Franchise Its FTS
Wireless  Cellular  Stores.

The  offer and sale of franchises is subject to extensive federal and state laws
and  substantial  regulation  under those laws by government agencies, including
the  Federal Trade Commission ("FTC") and various state authorities. Pursuant to
FTC  regulations,  the  Company  would  be  required  to  furnish to prospective
franchisees  a  current  franchise  offering  disclosure  document  containing
information  prescribed  by  the  FTC.  The Company would be required to prepare
Uniform  Franchise  Offering Circulars to satisfy this disclosure obligation. In
addition,  in  certain states, the Company would be required to register or file
with  those  states and to provide prescribed disclosures. If the Company should
fail  to materially comply with such regulations, the company may not be able to
continue  to  franchise  its  simply  cellular  stores.

The  Products  We Sell Rely On Technology Systems And Networks. If Any System Or
Network  Disruption  Occurs,  It  Could  Cause  A  Disruption In Service For Our
Customers  Which  Could  Cause  Us  To  Lose  Their  Business

Our  operations  rely to a significant degree on the efficient and uninterrupted
operation  of  complex  information  technology  systems and networks, which are
integrated  with  those  of  third parties. Any failure of our current or future
systems  or  networks  could  have  a material adverse effect on our operations,
sales  and  operating  profit.


<PAGE>
SUBSEQUENT  EVENTS

On  March  8,  2003  we  entered into a letter of cancellation to cancel the 6.0
million  equity  line  of  credit  agreement  entered into with Dutchess Private
Equities  LLP  in  August  2002.

Pursuant  to a Subscription Agreement entered into on February 14, 2003, between
the  Company  and  Dutchess  Private  Equities  Fund,  LP,  the Company received
$212,500  from  the sale of the Company's 6% secured convertible debentures. The
terms of the debentures provide for full payment on or before February 14, 2007,
with  interest of 6% per annum, which may be converted at any time at the lesser
of  (i)  80%  of  the  average  of  the five lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the conversion date or (ii) 100% of the
average  of  the closing bid prices for the twenty (20) trading days immediately
preceding  the  closing date. Under a related registration rights agreement, the
Company  agreed  to  register  all  of  the  shares  underlying such convertible
debentures  on  a  registration  statement  on  Form  SB-2  to be filed with the
Securities  and  Exchange Commission. In exchange for $12,500 of the $212,500 6%
convertible  debenture,  Dutchess  has  agreed to exchange 250,000 shares of the
Company's  common  stock  which  Dutchess  had  purchased  in August 2002, which
shares,  when received by the Company, shall be cancelled. As of March 25, 2003,
$212,500  of the debentures have been issued, none of which have been converted.

On  March  19,  2003  the  Company's  Board  of  Directors  and a majority of it
Shareholders,  by  written  consent, voted to amend the Company's Certificate of
Incorporation  to  (1)  increase the Company's authorized shares of common stock
from  25,000,000  shares, par value $.001 per share, to 100,0000,000 shares, par
value  $.001  per  share  and  (2)  to  change  the name of the Company from FTS
Apparel,  Inc.  to "The FTS Group, Inc." The Company intends to file and mail an
Information  Statement  to  its  shareholders  stating  the  details  of  such
amendments.

ITEM  3.  LEGAL  PROCEEDINGS

Neither  we,  nor  any of our officers or directors in their capacities as such,
are  subject  to  any  material  legal  proceedings,  and  we do not know of any
potential  or  threatened  legal  proceeding.

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

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  the  year  covered  by  this  Annual  Report.

                                     PART II

ITEM  5.  MARKET  FOR  OUR  SECURITIES  AND  RELATED  SHAREHOLDER  MATTERS

Our  common  stock  has  traded  over the counter and has been quoted in the OTC
Bulletin Board since March 18, 1999. The stock currently trades under the symbol
"FLIP."

The  following  table  sets  forth  the  range of high and low bid quotations as
reported  by the National Association of Securities Dealers for the common stock
of  the  Company  for  the  last  two  fiscal years. Quotations represent prices
between  dealers, do not include retail markups, markdowns or commissions and do
not  necessarily  represent  prices  at which actual transactions were effected.
<TABLE>
<CAPTION>



<S>                       <C>             <C>


Year Ended                  High            Low
------------------         ------          -----

         2001
         ----
March 31                   $.31           $.07
June 30                    $.26           $.07
September 30               $.25           $.02
December 31                $.07           $.02

         2002
         ----
March 31                   $.35           $.06
June 30                    $.20           $.04
September 30               $.20           $.05
December 31                $.15           $.06


</TABLE>




The  number  of  record  holders  of  our  common  stock as of April 8, 2003 was
approximately  150,  not  including  nominees  of  beneficial  owners. There are
17,180,240  shares  of  the  Company's common stock outstanding as of such date.


<PAGE>
Holders  of  common  stock  are  entitled  to  receive  such dividends as may be
declared  by  the Company's Board of Directors. No dividends on the common stock
have  been  paid  or  declared  by  the  Company  to  date, nor does the Company
anticipate  that  dividends  will  be  paid  in  the  foreseeable  future.

As  of  the date of this Annual Report, a total of 150,000 preferred shares were
designated  Series  A Preferred Stock, of which 50,000 were issued. All of those
shares  have  an  issue  price  and preference on liquidation equal to $1.00 per
share.  The  Series  A  Preferred  Shares  accrue  dividends  at a rate equal to
3.75% of the net profits of the Company, 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 holder may
convert  any  number  of  shares of preferred stock, on a one to one basis, into
shares  of  common stock until April 13, 2003, and after that date all remaining
shares  of  preferred  stock shall be converted on that basis into common stock.
Holders  of the preferred stock vote with the holders of the common stock on all
matters  presented  to  the  shareholders  and are entitled to one vote for each
share.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

For  the  year  ended  December  31,  2002,  we  issued  the following number of
restricted shares of our common stock to the following individuals listed below.
Shares  totaling  6,884,289  were  issued  during  2002.

STOCK  ISSUANCES  TO  MR.  SCOTT  GALLAGHER,  OUR  CHAIRMAN  AND  CEO
-     In  January  we agreed to issue 1,200,000 shares of common stock valued at
$.10  per  share  pursuant  to  an  employment  agreement.
-     On  November  12,  2002  we  issued-  833,333  shares  of common stock for
services  rendered  (accrued  salary)  to  the Company valued at $.06 per share;
-     On November 26, 2002, we issued Scott Gallagher - 387,500 shares of common
stock  for  services rendered (Board Compensation) to the Company valued at $.08
per  share.
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

STOCK  ISSUANCES  TO  MS.  LINDA  EHLEN,  INTERIM  CFO
-     166,666-  shares  of  common  stock  for  services rendered to the Company
valued  at  $.06  per  share.
-     56,250  shares of common stock for services rendered to the Company valued
at  $.08  per  share.
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

STOCK  ISSUANCES  TO  MR.  SCOTT  MCBRIDE,  DIRECTOR
-     125,000  shares  of  common  stock  for  services  rendered to the Company
valued  at  $.06  per  share
-     300,000  shares  of common stock which were purchase  at  $.05  per  share
for  proceeds  to  the  Company  of  $15,000;
-     75,000  shares  of  common  stock  for  services  rendered  to the Company
valued  at  $.08  per  share  (Board  Compensation).
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

STOCK  ISSUANCE  TO  MR.  JAMES  GILLIGAN,  DIRECTOR
-     125,000 shares of common stock for services rendered to the Company valued
at  $.06  per  share.
-     75,000  shares  of  common  stock  for services rendered  to  the  Company
valued  at  $.08  per  share  (Board  Compensation).
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

STOCK  ISSUANCES  TO  MR.  DAVID  RASMUSSEN,  DIRECTOR
-     75,000  shares of common stock for services rendered to the Company valued
at  $.08  per  share  (Board  Compensation).

In  November  of  2002,  we  issued  30,000 shares of common stock to two former
directors  for  services  rendered to the Company during 2001 valued at $.06 per
share.
-     20,000  shares  to  Mr.  Joseph  DeBerry
-     10,000  shares  to  Mr.  Roger  Burnett
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

PRIVATE  PLACEMENT  SHARES
We  issued  an  aggregate of 350,000 shares of common stock to three individuals
who  purchased  shares  in  September  2002  at  $.05 per share. We believe such
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933.
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933. Each investor had access to information that
would  be  included  in a registration statement. Each investor is sophisticated
and  is  able  to  bear  the  economic  risks  of  their  investment.

DUTCHESS  PRIVATE  EQUITIES
-     250,000  shares  were  purchased  at  $.05  per  share  in  August of 2002
-     600,000  shares  were  issued  valued at $.18 per share in August of 2002,
relating  to  our  proposed  Equity  Line.
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of 1933.  In each investment Dutchess Private Equities
Fund,  LP  had  access  to  information that would be included in a registration
statement. Dutchess Private Equities Fund, LP is a sophisticated investor and is
able  to  bear  the  economic  risks  of  their  investment.

SETH  FARBMAN,  LEGAL
-     100,000 shares were issued to Mr. Seth Farbman in August of 2002 valued at
$.18  for  legal  services  relating  to  our  SB-2  filing.
We  believe  such issuance was exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

THE FOLLOWING SHARE ISSUANCES WERE MADE TO OUR FORMER CHAIRMAN AND CEO MR. LEROY
LANDHUIS  DURING  2002.

 LEASE  SETTLEMENT  AGREEMENT
-     January  11,  2002               433,333  valued  at  $.10  per  share
-     September  23,  2002           1,010,047  valued  at  $.14  per  share
-     November  26,  2002              322,160  valued  at  $.08  per  share

SERVICES  RENDERED

-     January  11,  2002, we also issued 370,000 shares valued at $.10 per share
for  services  rendered  by  Mr.  Landhuis  during  2001.
We believe such issuances were exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OVERVIEW
--------

Historically  and  through  the  year  ended December 31, 2002, we have operated
exclusively  in  the  apparel  industry. We marketed, produced and distributed a
line  of recreation apparel under the label "FTS" or "Flip the Switch." However,
the results of our efforts were unsatisfactory and, as a result, the Company may
expand  its  operations to other industries in an effort to increase shareholder
value.  Due  to  continuing losses from operations, the accountant which audited
our  financial  statements  for  the  year ended December 31, 2002 assessed that
there  was  substantial  doubt about our ability to continue as a going concern.

On  February  14,  2003,  pursuant  to  an  Asset Purchase Agreement dated as of
February  14,  2003  (the  "Purchase  Agreement")  by  and between us and Simply
Cellular,  Inc., a Florida corporation (the "Seller"), we acquired substantially
all  of  the  assets  of  the Seller's wireless cellular service and accessories
store,  as  well  as  the sellers e-commerce web store www.CellularDeals.com. We
intend  to  continue to use the acquired assets as a platform for future growth.
The  purchase price consisted of $70,000 of cash. Funds for the acquisition were
obtained  via  our  sale  of 6% convertible debentures. We intend to continue to
operate  the  cellular  phone business with a view towards growth and expansion.

STRATEGIC  PLAN

Going forward we intend to develop a profitable full service wireless company by
acquiring  or  developing additional retail locations in selected markets on the
East  Coast  namely Florida's Gulf Coast market and Pennsylvania's  Philadelphia
market.  Our  primary  wireless  business  consist of selling wireless handsets,
accessories,  home and business network equipment and related products to retail
and  wholesale  customers.  To achieve this goal, we have embarked on a targeted
media  marketing  campaign  focused  on  building brand identity of our existing
retail  business.  In  addition  were actively seeking to expand our business by
adding  additional  locations  in  our target markets to grow our critical mass.
For the next twelve months, the principal elements of our strategy for achieving
these  goals  are:

-     Offer  state  of  the  art  and  hard  to  find  wireless products such as
BlueTooth,  Data  devices,  and  Wi-Fi  products.

-     Open  a  minimum  of 4 retail locations.  As of August 2003, we have three
retail  locations.  We  are  currently  seeking  our  next  location and have no
pending  agreements  to  purchase  or  develop  a  forth  location.

-     Sign  an additional 1,000 Air Voice wholesale customers through aggressive
selling  and  marketing  to  cellular  customers  who  prefer  a "pay as you go"
cellular  model.  As of August 2003, we had approximately 52 Air Voice wholesale
customers.

-     Deliver  superior  service  to  our  retail  and  wholesale  customers.

-     Effectively  execute  a  full  scale  marketing  campaign  to  build brand
identity  including  mass  print  advertising  in  our  target  markets,  radio
advertising,  traditional  mailers  and  a  mix  of Internet marketing programs.

-     Manage  and  implement  sound processes to facilitate our growth including
and  inventory  monitoring  and  point  of  sale  software  program.

-     Continue to utilize the talent available on our active Board of Directors.

-     Achieve  profitability  in  a  reasonable  time  frame.

We  believe our current funding commitment by Dutchess Private Equities Fund and
cash  flows  generated  from operations will allow us to fully execute the basic
components  of our 12-month strategic plan outlined above. We continue to search
and  evaluate  other funding possibilities as we may require additional funds if
we  do  not  achieve profitability within the 12-month time frame. We may not be
able  to  obtain  additional  financing  on  terms  that  are  acceptable to us.


RESULTS  OF  OPERATIONS
-----------------------

YEAR  ENDED  DECEMBER  31,  2002  COMPARED  TO THE YEAR ENDED DECEMBER 31, 2001.

During  the  year  ended  December  31, 2002, we realized a net loss of $815,907
(or $0.07 per share) on no  revenue, compared  to a net loss of $1,168,154 ($.14
per share) on revenue of $568,953  for the year ended December 31, 2001. Revenue
during  2002  decreased  by  $568,953  over  the prior year due primarily to our
inactivity  as  we  ceased  operating  activities  of  our  apparel business and
generated  no  revenue  in  2002.

The  cost  of  goods   sold  in   2001,   was   $645,824. Our   cost  of   goods
exceeded  our  revenue. The write down of inventory during 2001 was necessitated
by  our decision to liquidate the inventory for quick sale. Despite our efforts,
including  manufacturing  a  portion of our products overseas, we do not believe
that we ever achieved sufficient sales to reduce our cost of goods to acceptable
levels.  This fact, coupled with our general and administrative expenses, caused
us  to  report  a  net  loss  for  each  year  of  our  existence.


General and administrative expenses decreased from 2001 to 2002, from $1,101,127
in  2001  to $811,678 in 2002. The administrative expenses in 2002 are comprised
principally  of  non cash stock compensation of $604,363 and accrued salaries of
$134,500  and  legal and accounting of $56,478.  The remaining amount of $16,337
includes  SEC  filing  fees, stock transfer fees, insurance, outside consulting,
office  supplies,  postage and other miscellaneous expenses.  The administrative
expenses  in  2001  are  comprised principally of non cash stock compensation of
$226,672,  salaries of $212,372, consulting services of $357,594, office rent of
$108,494,  China  office  of  $19,352,  insurance of $35,000, accounting fees of
$24,935,  legal fees of $27,198, commissions of $34,984 and advertising costs of
$34,619  and other miscellaneous expenses of $19,907.  The change to general and
administrative expenses from 2001 to 2002 is primarily  attributed  to  the fact
that in 2001 we operated a business in the apparel  industry.  In  2002, we were
essentially dormant as management explored strategic  alternatives going forward
and  ceased  operating  activities  related  to  its  apparel  business.

Professional  fees  remained  a  significant expense in the amount of $56,478 in
2002  as  compared  to  $49,776  in  the  prior fiscal year. These expenses were
incurred  in  connection  with  our  need to file periodic reports with the SEC.

We  anticipate  that  we will continue to incur losses until such time, if ever,
that  we generate revenues from retail sales in an amount adequate to cover cost
of  goods  and  expenses.

OTHER:

Except  for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of  sales  of the Company's
products,  the  competitive  environment  within  the  investigative  services
industry,  the  ability of the Company to continue to expand its operations, the
level  of  costs  incurred  in  connection with the Company's expansion efforts,
economic  conditions  and  the financial strength of the Company's customers and
suppliers.  Investors  are  directed  to  consider other risks and uncertainties
discussed  in  documents  filed  by the Company with the Securities and Exchange
Commission.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  June  2002, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No. 146, " Accounting for Costs Associated
with  Exit  or  Disposal Activities" (FAS 146). FAS 146, which will be effective
for  exit  or  disposal  activities  initiated  after  December 31, 2002, is not
expected  to  have  a  material  impact  on  the company's results of operation,
financial  position  or  cash  flows.

In  December  2002,  the FASB issued Statement of Financial Accounting Standards
No.  148,  "Accounting  for  Stock-Based Compensation-Transition and Disclosure"
(FAS  148),  which  amends  FAS  123, "Accounting for Stock-Based Compensation",
transition requirements when voluntarily changing to the fair value based method
of  accounting  for  stock-based compensation and also amends FAS 123 disclosure
requirements. FAS 148 is not expected to have a material impact on the company's
results  of  operations,  financial  position  or  cash  flow.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

In  December,  2001,  the  SEC issued a cautionary advice to elicit more precise
disclosure  in  this Item 7, MD&A, about accounting policies management believes
are most critical in portraying the company's financial results and in requiring
management's  most difficult subjective or complex judgments. The preparation of
financial statements in conformity with accounting principles generally accepted
in  the  United  States  of  America  requires  management to make judgments and
estimates.

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

Revenue  Recognition:

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

The  Company  recognizes  revenue  from  advertising and promotion income as the
requisite  services  are  provided.

Goodwill  and  Intangible  Asset  Impairment:

The  Company  periodically  reviews  the  carrying amount of property, plant and
equipment  and  its  identifiable  intangible  recognition

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

IMPACT  OF  INFLATION

Inflationary  factors  have  not  had  a  significant  effect on our operations.

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Reference  is made to the Index to Financial Statements following the Signatures
of  this  Report  for  a listing of the Company's financial statements and notes
thereto.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

There  were  no  changes  in or disagreements with accountants on accounting and
financial  disclosure  for  the  period  covered  by  this  report.

                                    PART III

ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE  ACT.

The  following  individuals  presently  serve  as  officers and directors of the
Company.  All  of  our current directors except Mr. Gallagher have served on the
Board  since February 10, 2002; Mr. Gallagher has served since January 11, 2002.
<TABLE>
<CAPTION>



<S>                       <C>           <C>
Name                        Age            Position
---------------------      -----         -----------
Scott  Gallagher           36           Chairman  of  the  Board of Directors,
                                        Chief  Executive  Officer and President

Linda  Ehlen               53           Interim Chief  Financial  Officer

David  R.  Rasmussen       36           Director

W.  Scott  McBride         30           Director

James  H.  Gilligan        30           Director


</TABLE>




All  directors  hold  office  until  the next annual meeting of stockholders and
until  their  successors  are elected. Officers are elected to serve, subject to
the  discretion of the Board of Directors, until their successors are appointed.

SCOTT  GALLAGHER.  Mr.  Gallagher  has  served  on  our board of directors since
January  11,  2002.  Mr.  Gallagher  serves as the Chief Executive Officer and a
director  of  our  wholly  owned  subsidiary  FTS Wireless, Inc. Since 1998, Mr.
Gallagher  has  served  as  the  president  of About-Face Communications, LLC, a
privately  held business consulting firm located in Yardley, Pennsylvania. Prior
to  founding  About-Face  Communications,  LLC,  Mr.  Gallagher  was  the  chief
investment  officer  and  a  general  partner with the Avalon Investment Fund, a
private  hedge  fund  based  in  New  York  City.  Prior  to  working for Avalon
Investment  Fund,  Mr.  Gallagher  was  a  branch  manager  and  founder  of the
Langhorne,  Pennsylvania  office  for  Scottsdale  Securities,  Inc., a national
brokerage  firm  based  in  St.  Louis,  Missouri.

LINDA  EHLEN. Since 1995, Ms. Ehlen has served as the Chief Financial Officer of
Casa  Comieda, Inc., a company involved in the restaurant business. From 1981 to
1995,  she  was  a  controller  for  Livingston  Oil  Corp. Ms. Ehlen earned her
Bachelor's  Degree  in  Accounting  from  Monmouth University, Rutgers School of
Government  and  Accounting.

DAVID  R.  RASMUSSEN.  Mr.  Rasmussen has served on our board of directors since
February  10,  2002.  Mr.  Rasmussen  received  a  Bachelor's degree in Computer
Technology from Rockhurst University in Kansas City Missouri. He has been in the
IT  (information  Technology Field) since 1992. From 1997 through 2000 he worked
as  a  program  analyst for National Association of Insurance Commissions. Since
2000, Mr. Rasmussen has served as a Project leader for ERC, Inc, a subsidiary of
General Electric (NYSE:GE). In his current position he is charged with providing
IT  solutions  that  enable business to drive core processes and grow profitable
relationships.

W.  SCOTT  MCBRIDE.  Mr.  McBride  has  served  on  our board of directors since
February  10,  2002.  Mr. McBride also serves as the President and a director of
our  wholly  owned  subsidiary  FTS  Wireless,  Inc.  Mr. McBride graduated from
Western  State  College,  in  Gunnison  Co.  in  1995 with a BA in Political and
Environmental  Science.  From  1995  to  1997 Mr. McBride was a partner in a New
Jersey  real  estate development venture. From 1997 to 2000 Mr. McBride attended
Monmouth  University,  in  West  Long  Branch  ,  New Jersey where he received a
Master's  Degree in Education. From January of 2000 through December of 2000 Mr.
McBride  worked  with  the  firm  Datek  Online  Brokerage  Services,  as a team
technology  leader  in the customer service area. In January of 2001 Mr. McBride
became  a  Security Information Technology (SIT) Consultant, providing a variety
of  services  to  companies  and  law  enforcement agencies in the SIT Industry.

JAMES  H.  GILLIGAN.  Mr.  Gilligan  has  served on our board of directors since
February  10,  2002.  From  1996  to  2001,  Mr.  Gilligan  was  employed  at
Kristensons-Petroleum,  Inc.  ("KPI")  as  a  broker/trader.  KPI  services ship
owners,  marine  fuel suppliers and a network of independent brokers and traders
around  the  world.  In  September  of  2001,  Mr.  Gilligan began working as an
independent  sales  consultant  for  Digital  Descriptor  Systems,  Inc.,  a
security/biometric company. Mr. Gilligan earned his BA in Liberal Arts from West
Virginia  University  in Morgantown, West Virginia and his Associates in Liberal
Arts  from  Brookdale  Community  College,  in  Lincroft,  New  Jersey.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

We are not aware of any material legal proceedings that have occurred within the
past  five  years  concerning  any director, director nominee, or control person
which  involved  a criminal conviction, a pending criminal proceeding, a pending
or  concluded administrative or civil proceeding limiting one's participation in
the  securities or banking industries, or a finding of securities or commodities
law  violations.

EXECUTIVE  COMPENSATION
-----------------------

The  following  table  presents  a summary of the compensation paid to our Chief
Executive Officer during the last three fiscal years. No other executive officer
received compensation in excess of $100,000 during 2002. Except as listed below,
there  are  no  bonuses,  other  annual compensation, restricted stock awards or
stock  options/SARs  or  any  other compensation paid to the executive officers.
<TABLE>
<CAPTION>



<S>                            <C>    <C>      <C>           <C>
                           Summary Compensation Table

                                                                 Long-term
                                   Annual Compensation          Compensation
                                ---------------------------   ------------------
                                                Other Annual  Securities
Name and Position                Year  Salary   Compensation  Underlying Options
-------------------------------  ----  ------   ------------  ------------------

Scott Gallagher                  2002  $201,000*    $25,000
 Chairman of the Board and       2001     NA
 Chief Executive Officer         2000     NA

LeRoy Landhuis,                  2000   $19,750    $117,844(1)         -0-(2)
 Chairman of the Board and       2001      -0-     $226,672(3)         -0-(2)
 Chief Executive Officer(A)      2002     NA(**)

-----------------------------------------


</TABLE>




(A)  Mr.  Landbuis  is  no  longer  our  Chairman  and  Chief Executive Officer.

(*)In  2002,  we  did  not  pay  Mr. Gallagher in cash.  Instead,  we  paid  him
1,200,000  shares  of  stock  valued  at  $120,000  pursuant  to  his employment
contract,  in addition we paid him 1,145,833 shares  that  were   converted into
$75,000  and  applied  to his  salary and 75,000 shares  as  board  compensation
valued at  $6,000.  At the end of the year Mr. Gallagher  had  $45,000 in unpaid
accrued  salary  and  bonuses.

(**)  Shares  were  issued to Mr. Landhuis in connection with a lease settlement
agreement,  but  not  for services in connection with servicing as an officer or
director  of  the  Company.

(1)  Represents  compensation  for  services  pursuant to a consulting agreement
which  was paid in the form of 315,201 shares of common stock valued at $.373869
per  share.  For  additional  amounts  deemed paid to the officer in the form of
discounted  securities.

(2)  Excludes  warrants  to  produce  1,036,000  shares  of  our  common  stock.

(3)  Includes  782,222  shares  of common stock valued at $220,000 pursuant to a
consulting  agreement  with  the  named  executive officer and 142,500 shares of
common stock valued at $6,672 issued pursuant to a registration rights agreement
with  the  named  executive  officer.

COMPENSATION  AGREEMENTS
------------------------

Effective  January  11,  2002,  Mr.  Gallagher  executed an executive employment
agreement  with  us pursuant to which he was appointed our Chairman of the Board
and  chief  executive  officer.  The  agreement  provides  him  a base salary of
$100,000  per  year,  the  opportunity  for  bonuses  based  on  our  financial
performance,  1,200,000  shares of our common stock and the right to participate
in benefit programs maintained for its other employees. The agreement covers the
period  through  the  end of 2004, subject to earlier termination. The Agreement
provides  that we may terminate his employment with "cause," as defined therein.
In  the  event  that his employment is terminated without cause, we must pay him
for  the  balance  of  the  original  term.

Directors are not currently compensated, except as noted above for Mr. Landhuis,
although each is entitled to be reimbursed for reasonable and necessary expenses
incurred  on  our  behalf.  We  reserve  the  right  to  enter into compensation
arrangements  with  the  directors  in  the  future.

There were no stock options granted for services to the named executive officers
in  fiscal  year  2001  and  there were no stock options exercised by any of the
named  executive  officers  in  fiscal  year  2002.

The  following  table  is a summary of the value of the options granted to named
executive  officers  as  of  fiscal year end 2002, based upon the latest average
trading  price  of  our  stock.

                          FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>



<S>                        <C>                        <C>
                           Number  of  Shares
                           Underlying  Unexercised      Value  of  Unexercised
                           Options  at  FY-End           Options  at  FY-End
                           Exercisable                 Exercisable/Unexercisable
                           ----------------------      -------------------------

None
</TABLE>




STOCK  OPTION  PLAN
-------------------

We  have  adopted a Non-Qualified Stock Option and Stock Grant Plan (the "Plan")
for  the  benefit  of key personnel and others providing significant services to
us.  An aggregate of 2,500,000 shares of our common stock have been reserved for
issuance  under  the  Plan,  as  amended.

The  Plan is administered by our Board of Directors, which selects recipients of
any  stock  options or grants, the number of shares and the terms and conditions
of  any options or grants to key persons defined in the Plan. In determining the
value  of  services  rendered  to  us for purposes of awards under the Plan, the
Board  considers,  among  other  things,  such  person's employment position and
relationship  with  us,  his duties and responsibilities, ability, productivity,
length  of  service  or  association,  morale,  interest  in  our  company,
recommendation  by  supervisors and the value of comparable services rendered by
others  in  the  community.  All  options  granted  pursuant  to  the  Plan  are
exercisable  at  a  price  not  less than the fair market value of the shares of
common  stock  on  the  date  of  grant.

In  2001  and  2002  no  options  were  granted  under the Plan. We have options
outstanding  to  purchase  a  total  of  598,000  shares  of our common stock at
exercise  prices  ranging  from  $.81  per  share  to  $2.75  per  share.

COMPLIANCE  WITH  SECTION  16.
------------------------------

Section  16(a) of the Exchange Act, as amended, requires our executive officers,
directors  and  persons  who  beneficially  own more than 10% of Planet's common
stock  to  file  reports  of their beneficial ownership and changes in ownership
(Forms  3, 4 and 5, and any amendment thereto) with the SEC. Executive officers,
directors,  and greater-than-ten percent holders are required to furnish us with
copies of all Section 16(a) forms they file. Based on our review of the activity
of our officers and directors for the fiscal year ended December 31, 2002, there
were  no  other  Forms  3,  4  or  5  required  to  be  filed.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth certain information as of the date of this Report
regarding  the  beneficial  ownership  of  our  common stock held by each of our
executive officers and directors, individually and as a group and by each person
who beneficially owns in excess of five percent of the common stock. In general,
beneficial  ownership includes those shares that a person has the power to vote,
sell,  or  otherwise  dispose. Beneficial ownership also includes that number of
shares,  which  an  individual  has the right to acquire within 60 days (such as
stock  options)  of the date this table was prepared. Two or more persons may be
considered  the  beneficial  owner  of  the  same  shares.  In  the registration
statement  of  which  this  prospectus is a part, "voting power" is the power to
vote  or  direct the voting of shares, and "investment power" includes the power
to dispose or direct the disposition of shares. The inclusion in this section of
any  shares  deemed  beneficially owned does not constitute an admission by that
person  of  beneficial  ownership  of  those  shares.

The shareholders listed below have sole voting and investment power. The address
of  each  of  the  beneficial  owners  is  301  Oxford  Valley  Road,  Yardley,
Pennsylvania  19067,  unless otherwise indicated. All ownership of securities is
direct  ownership  unless  otherwise  indicated.
<TABLE>
<CAPTION>



<S>                                   <C>                    <C>


                                       Number  of                  Percent  of
            Name                        Shares                Voting  Securities
---------------------------------       ----------             -----------------

Officers  and  Directors:

Scott  Gallagher                        4,302,451                    25.04%

Linda  Ehlen                              222,916                     1.29%

David  R.  Rasmussen                       75,000                        *

W.  Scott  McBride                        500,000                     2.91%

James  H.  Gilligan                       200,000                     1.16%

All  Officers  and  Directors
as  a  Group  (5  persons)              5,280,367                    30.73%


5%  Beneficial  Owners:

Dutchess Advisors(2)                    1,600,000                     9.31%

Michael Novielli(2)                     1,600,000                     9.31%

LeRoy  Landhuis(3)                      6,793,471                     37.3%
212  N.  Wahsatch  Avenue,
Suite  301
Colorado  Springs,  CO  80903

-----------------------------


<FN>


*  Represents  less  than  one  percent  of  the  Company's  shares  outstanding.

(1)  Based  upon 17,180,240 shares of our common stock outstanding as of April 8,
2003.

(2)  Includes  600,000  shares  owned  by  Dutchess  of  which  Mr. Novielli is a
principal.  The  1,000,000  shares  owned  by  Mr.  Novielli  were  issued to him
individually  for  consulting  services  rendered  to  the  Company.

(3)  Includes  warrants  for  1,036,000  shares  of  Common  Stock,  exercisable
immediately  for  an exercise price of $1.50 per share, and expiring on April 19,
2010.
</TABLE>



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

TRANSACTIONS  WITH  LEROY  LANDHUIS

During  the year ended December 31, 2001, we issued a total of 924,722 shares of
our  common  stock  to  LeRoy  Landhuis, our former Chairman and Chief Executive
Officer  and  currently  the  owner  of  greater than five percent of our common
stock. Of that amount, 782,222 shares were issued for consulting services valued
at  $220,000  and 142,500 shares valued at $6,672 were issued in satisfaction of
our  obligation  pursuant  to a registration rights agreement. We negotiated the
number  of  shares  issued  in  connection with the consulting services with Mr.
Landhuis prior to his becoming an officer and director, and the number of shares
was  based  on  a  discount from the public trading price of our common stock on
December  31,  2001.  We  negotiated the number of shares in connection with the
registration agreement at the time the shares were issued; this amount was based
on  the fair market value of the common stock at the time of the transaction and
the  perceived  value  of  the  opportunity  foregone  by  Mr.  Landhuis.

During  the  years  ended  December 31, 2000 and 2001, we occupied facilities in
space  leased  from an affiliate of Mr. Landhuis. The rent paid pursuant to this
arrangement for those two years was $193,744, based on the value assigned to the
stock  that  we  issued  to  Mr.  Landhuis  in  exchange  for  the  rent.

Effective  April  19,  2000, we issued 3,594,256 shares of our common stock in a
private  placement  to  Mr.  Landhuis.  The  aggregate proceeds from the private
placement  was  $1,343,780,  based  upon  the  value  of the stock as originally
negotiated  by  the  parties ($.37 per share), consisting of $1,000,000 in cash;
payment  of  rent  valued  at  $193,744 for our office facilities for a two year
term;  office  equipment  and  improvements  valued  at  $32,192; and consulting
services  valued  at  $117,844.  Mr.  Landhuis was a minority shareholder in our
company  prior  to  the  transaction.  As part of that transaction, we granted a
warrant to Mr. Landhuis to acquire up to 1,036,000 shares of our common stock at
an exercise price of $1.50 per share, effective until April 19, 2010. We entered
into an agreement with Mr. Landhuis, effective August 18, 2000 whereby we agreed
to indemnify Mr. Landhuis for any tax liabilities Mr. Landhuis incurs for income
in  excess  of amounts agreed upon in his prior agreements with us. During 2000,
Mr.  Landhuis made a short term loan to us in the amount of $65,685 for payroll,
accounts  payable, merchandise and travel expenses. The loan was repaid prior to
year  end  with  interest  in  the  amount of $1,585. Also during 2001 and 2000,
$5,936  and  $16,065  was  paid to the Landhuis Brokerage and Management Co. for
consulting  services  and  office  support services provided to us. The Landhuis
Brokerage  and  Management  Co.  was also reimbursed $12,621 for travel expenses
incurred  on our behalf. During 2000, $30,000 was reimbursed to Mr. Landhuis for
legal  fees incurred regarding Mr. Landhuis's acquisition of our stock and other
related  transactions. Finally, in the fourth quarter of 2002, we issued 322,160
shares  of the Company's common stock to Mr. Landbuis, valued at $.08 per share,
in  connection  with  a  lease  settlement  agreement.

In August we sold 300,000 shares of our common stock to one of our directors, W,
Scott  McBride,  at a purchase price of $.05 per share for an aggregate purchase
price of 15,000. The Company believes such issuance was exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

On November 12, 2002 we issued: Scott Gallagher - 833,333 shares of common stock
for  services  rendered to the Company valued at $.06 per share; Scott McBride -
125,000  shares  of  common stock for services rendered to the Company valued at
$.06  per  share;  James  Gilligan - 125,000 shares of common stock for services
rendered to the Company valued at $.06 per share; and Linda Ehlen 166,666 shares
of  common  stock for services rendered to the Company valued at $.06 per share.
We  believe  such issuance was exempt from registration pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

On November 26, 2002, we issued Scott Gallagher - 387,500 shares of common stock
for  services  rendered to the Company valued at $.08 per share; Scott McBride -
75,000  shares  of  common  stock for services rendered to the Company valued at
$.08  per  share;  James  Gilligan  - 75,000 shares of common stock for services
rendered  to  the  Company  valued  at  $.08 per share; David Rasmussen - 75,000
shares  of  common stock for services rendered to the Company valued at $.08 per
share;  and Linda Ehlen - 56,250 shares of common stock for services rendered to
the  Company  valued at $.08 per share. We believe such issuance was exempt from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

ITEM  13.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  Disclosure  Controls  and  Procedures.

The  Company's  Chief  Executive  Officer  and  Interim  Chief Financial Officer
evaluated  the effectiveness of the Company's disclosure controls and procedures
as  of  the  end  of the period covered by this Annual Report on Form 10-KSB, as
amended. Based on this evaluation, the Chief Executive Officer and Interim Chief
Financial  Officer  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 is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and  Exchange  Commission  rules  and  forms

(b)  Changes  in  Internal  Control.

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the  fourth  fiscal quarter of the fiscal year covered by this
Annual  Report  on  Form  10-KSB,  as  amended,  that materially affected, or is
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.

PART  IV

ITEM  14.  EXHIBITS,  REPORTS  ON  FORM  8-K  AND  FINANCIAL  STATEMENTS

3.1  Articles  of  Incorporation  of the Company as filed June 30, 1997 with the
Secretary  of  State of the State of Colorado and included as exhibit 2.1 to the
Company's Form 10-SB dated August 24, 1998, and incorporated herein by reference

3.2  Articles  of  Amendment  of the Articles of Incorporation of the Company as
filed  April,  15, 1998 with the Secretary of State of the State of Colorado and
included  as  exhibit 2.2 to the Company's Form 10-SB dated August 24, 1998, and
incorporated  herein  by  reference.

3.3  Articles  of  Amendment  of the Articles of Incorporation of the Company as
filed  August  23,  2000  with  the  Secretary of State of the State of Colorado
included  as exhibit 3.3 to our Annual Report on Form 10-KSB for the fiscal year
ended  December  31,  2000,  and  incorporated  herein  by  this  reference.

3.4  Bylaws  of  the Company included as exhibit 2.3 to the Company's Form 10-SB
dated  August  24,  1998,  and  incorporated  herein  by  reference.

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

10.1  Non-Qualified  Stock  Option  and  Stock  Grant  Plan,  dated July 1, 1998
included  as  exhibit 6.3 to the Company's Form 10-SB dated August 24, 1998, and
incorporated  herein  by  reference.

10.2  Executive  Employment  Agreement  between  the Company and Scott Gallagher
dated  January  11,  2002 included as exhibit 10.1 to our Current Report on Form
8-K,  dated  February  11,  2002,  and  incorporated  herein  by this reference.

31.1  Section  302  Certification  of  the  Chief  Executive  Officer

31.2  Section  302  Certifications  of  the  Interim  Chief  Financial  Officer

32.1  Section  906 Certifications of the Chief Executive Officer and the Interim
Chief  Financial  Officer

(b)  Reports  on  Form  8-K

The  Company  has not filed any Reports on Form 8-K during the fourth quarter of
the  fiscal  year  covered  by  this  Annual  Report.

(c)  Financial  Statements  and  Schedules.

The  Financial  Statements  filed herein are described in the Index to Financial
Statements  following  Part  IV  of  this  Report.


SIGNATURES
----------

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this Report to be signed on its behalf by
the  undersigned  thereunto duly authorized in Yardley, Pennsylvania on the 10th
day  of  October,  2003.

                                FTS APPAREL, INC.



By:  /s/  Scott  Gallagher
   -----------------------------------------------
   Scott  Gallagher,  Chairman  of  the  Board,
   Chief  Executive  Officer,  President  and  Director


By:  /s/  Linda  Ehlen
   ------------------------------------------------
  Linda  Ehlen, Interim Chief Financial Officer and Principal Accounting Officer





Pursuant  to  the requirements of the Security Exchange Act of 1934, as amended,
this  Report  has  been signed by the following persons in the capacities and on
the  dates  indicated.



Signatures                       Title                           Date


/s/  James  H.  Gilligan           Director                   October  10,  2003
------------------------
James  H.  Gilligan


/s/  Scott  McBride                Director                   October  10,  2003
------------------------
Scott  McBride


/s/  David  R.  Rasmussen          Director                   October  10,  2003
------------------------
David  R.  Rasmussen






<PAGE>
FTS  Apparel,  Inc.
                                Table of Contents

                                      PAGE


Report  of  Independent  Auditors                                    31

Balance  Sheet                                                       32

Statements  of  Operations                                           33

Statement  of  Changes  in  Stockholders'  Equity                    34

Statements  of  Cash  Flows                                          35

Notes  to  Financial  Statements                                     36





<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

Shareholders  and  Board  of  Directors
FTS  Apparel,  Inc.

We  have  audited  the  accompanying  balance  sheet  of FTS Apparel, Inc. as of
December  31,  2002,  and  the  related  statements  of  operations,  changes in
stockholders'  (deficit),  and  cash flows for the years ended December 31, 2001
and  2002.  These  financial  statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  FTS  Apparel, Inc. as of
December 31, 2002, and the results of its operations, and its cash flows for the
years ended December 31, 2001 and 2002, in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
and has working capital and stockholder deficits. This factor raises substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans  in  regard  to  this  matter  are also discussed in Note 2. The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

Stark  Winter  Schenkein  &  Co.,  LLP
Denver,  Colorado
March  31,  2003

<PAGE>
                                FTS APPAREL, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2002
<TABLE>
<CAPTION>
<S>                                                                    <C>
                                         ASSETS

CURRENT ASSETS
      Cash                                                                            $219
                                                                        --------------------

 PROPERTY AND EQUIPMENT, NET                                                          3,943
                                                                        --------------------

 OTHER ASSETS                                                                           900
                                                                        --------------------

                                                                                     $5,062
                                                                        ====================

                              LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                         $58,219
      Accounts payable - related party                                               53,926
                                                                        --------------------
                 Total current liabilities                                          112,145
                                                                        --------------------

STOCKHOLDERS' (DEFICIT)
      10% Convertible preferred stock, Series A, $0.01 par value, 150,000 shares
        authorized, 50,000 shares issued
        and outstanding                                                              50,000
      Preferred stock, $0.01 par value, 4,850,000 undesignated
        shares authorized, none issued or outstanding.                                    -
      Common stock, $0.001 par value, 25,000,000 shares
        authorized, 15,530,240 shares issued
        and outstanding                                                              15,530
      Additional paid in capital                                                  4,956,942
       Deferred Compensation                                                        (60,000)
      Accumulated (deficit)                                                      (5,069,555)
                                                                        --------------------
                                                                                   (107,083)
                                                                        --------------------

                                                                                    $5,062
                                                                        ====================




The notes to the financial statements are an integral part of these statements.
</TABLE>



                                        2

<PAGE>
                                FTS APPAREL, INC.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                             <C>                <C>
                                                    YEAR ENDED         YEAR ENDED
                                                   DECEMBER 31,       DECEMBER 31,
                                                      2001                2002
                                                 ----------------- -------------------
 REVENUES
       Sales of merchandise                              $568,953                  $-
       Advertising and promotion income                     7,893                   -
                                                 ----------------- -------------------
                                                          576,846                   -
                                                 ----------------- -------------------

 COST OF GOODS SOLD                                       645,824                   -
                                                 ----------------- -------------------

 GROSS PROFIT (LOSS)                                      (68,978)                  -

 GENERAL AND ADMINISTRATIVE EXPENSES                    1,101,127             811,674
                                                 ----------------- -------------------

 (LOSS) FROM OPERATIONS                                (1,170,105)           (811,674)
                                                 ----------------- -------------------

OTHER INCOME (EXPENSE)
      Interest income                                       3,207                   -
      Interest expense                                     (1,256)             (4,233)
                                                 ----------------- -------------------

                                                            1,951              (4,233)
                                                 ----------------- -------------------


NET (LOSS)                                             (1,168,154)           (815,907)

PREFERRED DIVIDENDS                                             -                   -
                                                 ----------------- -------------------

NET (LOSS) APPLICABLE TO COMMON STOCK                 $(1,168,154)          $(815,907)
                                                 ================= ===================

PER SHARE INFORMATION:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
      (BASIC AND DILUTED)                               8,598,451          11,132,146
                                                 ================= ===================

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)           $(0.14)            $(0.07)
                                                 ================== ===================

The notes to the financial statements are an integral part of these statements.
</TABLE>



                                        3

<PAGE>
                                FTS APPAREL, INC.
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2001 AND 2002
<TABLE>
<CAPTION>
<S>                                 <C>         <C>       <C>       <C>     <C>         <C>
                                      Number of Number of                   Additional
                                     Preferred   Common   Preferred Common   Paid-in      Deferred
                                      Shares     Shares     Stock    Stock   Capital     Compensation
                                    --------- ---------- --------- -------- ----------- --------------
Balance, December 31, 2000            50,000   7,721,229  $50,000   $7,721  $4,028,715              $-

  Subscribed stock issued                  -     105,000        -      105        (105)
  Stock issued for services                -     819,722        -      820     225,852
  Net (loss) for the year
    ended December 31, 2001                -           -        -        -           -               -
                                    --------- ---------- --------- -------- ----------- --------------

Balance, December 31, 2001            50,000   8,645,951   50,000    8,646   4,254,462               -

   Stock issued pursuant to
     employment contract                   -   1,200,000        -    1,200     118,800       (120,000)
   Stock issued for services               -   2,648,749        -    2,649     271,651               -
   Stock issued for cash                   -     900,000        -      900      44,100               -
   Stock issued for settlement of lease    -   2,135,540        -    2,135     267,929               -
   Amortization of deferred compensation   -           -        -        -           -          60,000
   Net (loss) for the year ended
      December 31, 2002                    -           -        -        -           -               -
                                    --------- ---------- --------- -------- ----------- --------------

Balance, December 31, 2002            50,000  15,530,240  $50,000  $15,530  $4,956,942   $(60,000)
                                    ========= ========== ========= ======== =========== ==============

                                                                     Total
                                                     Accumulated  Stockholders'
                                                     (Deficit)     (Deficit)
                                                    ------------  ------------
Balance, December 31, 2000                          $(3,085,494)   $1,000,942

  Subscribed stock issued
  Stock issued for services                             226,672
  Net (loss) for the year ended December 31, 2001    (1,168,154)   (1,168,154)
                                                    ------------  ------------

Balance, December 31, 2001                           (4,253,648)       59,460

   Stock issued pursuant to employment contract               -             -
   Stock issued for services                                  -       274,300
   Stock issued for cash                                      -        45,000
   Stock issued for settlement of lease                       -       270,064
   Amortization of deferred compensation                      -        60,000
   Net (loss) for the year ended December 31, 2002     (815,907)     (815,907)
                                                    ------------  ------------

Balance, December 31, 2002                          $(5,069,555)    $(107,083)
                                                    ============  ============




The notes to the financial statements are an integral part of these statements.
</TABLE>



                                        4

<PAGE>



                                          FTS  APPAREL,  INC.
                                     STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>
<S>                                                                  <C>                     <C>
                                                                        YEAR ENDED               YEAR ENDED
                                                                         DECEMBER 31,             DECEMBER 31,
                                                                            2001                     2002
                                                                     --------------------     --------------------


OPERATING ACTIVITIES
          Net (loss)                                                         $(1,168,154)               $(815,907)
          Adjustments to reconcile net (loss) to net cash
              (used in) operating activities:
                  Amortization and depreciation                                   32,822                      657
                  Stock issued or subscribed for services,
                     contracts, and trade agreements                             226,672                  604,364
                  Amortization of non-cash prepaid
                     expenses                                                    304,728                        -
                  Write-down of inventory                                        111,979                        -
                  Loss on sale of property and equipment                          (2,662)                       -
          Changes in:
              Accounts receivable                                                 89,165                        -
              Inventory                                                          176,718                        -
              Prepaid expenses                                                         -                   19,682
              Other assets                                                        11,782                     (900)
              Accounts payable and accrued expenses                              (66,799)                  56,118
              Accounts payable - related party                                     1,971                   51,569
                                                                     --------------------     --------------------
                  Net cash (used in) operating activities                       (281,778)                 (84,417)
                                                                     --------------------     --------------------

INVESTING ACTIVITIES
      Acquisition of fixed assets                                                      -                   (4,600)
                                                                     --------------------     --------------------
                  Net cash (used in) investing activities                              -                   (4,600)
                                                                     --------------------     --------------------

FINANCING ACTIVITIES
      Proceeds from issuance of common stock                                           -                   45,000
      Preferred dividends paid                                                    (1,411)                       -
                                                                     --------------------     --------------------
                      Net cash provided by (used in)
                        financing activities                                      (1,411)                  45,000
                                                                     --------------------     --------------------

                      Net (decrease) in cash                                     (283,189)                (44,017)

CASH AT BEGINNING OF YEAR                                                         327,425                  44,236
                                                                     --------------------     --------------------

CASH AT END OF YEAR                                                               $44,236                    $219
                                                                     ====================     ====================

SUPPLEMENTAL CASH FLOW INFORMATION:
      Cash paid for:
          Interest                                                                 $1,256                  $4,233
                                                                     ====================     ====================
          Income taxes                                                               $-                      $-
                                                                     ====================     ====================

SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NON-CASH FINANCING AND INVESTING ACTIVITIES

      Common stock issued for deferred compensation                                  $-                  $120,000
                                                                     ====================     ====================




The notes to the financial statements are an integral part of these statements.
</TABLE>



                                        5

                                FTS APPAREL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION

FTS  Apparel, Inc. (the Company) was incorporated under the laws of the State of
Colorado. The Company's primary purpose has been the development, marketing, and
distribution  of  clothing  apparel  bearing  the FTS (Flip the Switch) insignia

Effective  January  11,  2002,  the  Company experienced a change in control, in
which  the  Board  of  Directors  appointed  a  new Chairman and Chief Executive
Officer.  In  connection  with the change in control, the Company has decided to
explore opportunities outside of the apparel industry. However, the Company does
not  anticipate  abandoning  their  traditional  business.

USE  OF  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  period.  Actual  results  could  differ significantly from those
estimates.

CASH  AND  CASH  EQUIVALENTS

For  purposes  of  the  statement  of  cash flows, the Company considered demand
deposits  and  highly liquid-debt instruments purchased with a maturity of three
months  or  less  to  be  cash  equivalents.

INVENTORY

Inventories  are  stated  at  the lower of cost or market using the average cost
method.  The  Company's  evaluates  the  net  realizable value of inventory on a
quarterly basis. For the year ending December 31, 2001, the Company has recorded
a  loss  on  write-down  of  inventory of $111,979, which is included in cost of
goods  sold.

PROPERTY  AND  EQUIPMENT

Property  and  equipment  is  stated  at cost and is being depreciated using the
straight-line method over the asset's estimated economic life, ranging from 3 to
10  years.

FINANCIAL  INSTRUMENTS

Fair  value estimates discussed herein are based upon certain market assumptions
and  pertinent  information available to management as of December 31, 2002. The
respective  carrying  value  of  certain  on-balance-sheet financial instruments
approximated  their  fair  values.  These financial instruments include cash and
accounts  payable  and  accrued expenses. Fair values are assumed to approximate
carrying  values  for these financial instruments because they are short term in
nature,  or  are  receivable  or  payable  on demand, and their carrying amounts
approximate  fair  value.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

The  Company  periodically  reviews  the  carrying amount of property, plant and
equipment  and  its  identifiable intangible assets to determine whether current
events  or  circumstances  warrant  adjustments  to such carrying amounts. If an
impairment  adjustment  is deemed necessary, such loss is measured by the amount
that  the  carrying  value of such assets exceeds their fair value. Considerable
management  judgement  is  necessary  to  estimate  the  fair  value  of assets;
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount  or  fair  value  less  costs  to  sell.

REVENUE  RECOGNITION

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

The  Company  recognizes  revenue  from  advertising and promotion income as the
requisite  services  are  provided.

SEGMENT  INFORMATION

The  Company  follows  Statement of Financial Accounting Standards ("SFAS") 131,
"Disclosure  about  Segments  of an Enterprise and Related Information". Certain
information  is  disclosed,  per SFAS 131, based on the way management organizes
financial  information for making operating decisions and assessing performance.
The  Company  currently  operates  in  one  business  segment  and will evaluate
additional  segment  disclosure  requirements  if  it  expands  operations.

NET  LOSS  PER  COMMON  SHARE

The  Company  follows  SFAS 128, "Earnings Per Share". Basic earnings (loss) per
common  share  calculations  are determined by dividing net income (loss) by the
weighted  average  number of shares of common stock outstanding during the year.
Diluted earnings (loss) per common share calculations are determined by dividing
net  income  (loss) by the weighted average number of common shares and dilutive
common  share  equivalents  outstanding.  During  the  periods  when  they  are
anti-dilutive,  common  stock  equivalents,  if  any,  are not considered in the
computation.

STOCK-BASED  COMPENSATION

The  Company  accounts  for  equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to  other  than  employees  based  on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more  reliably  measurable.

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

DEFERRED  OFFERING  COSTS

The  Company defers costs associated with the raising of capital until such time
as  the  offering  is completed, at which time the costs are charged against the
capital  raised.  Should  the  offering  be  terminated the costs are charged to
operations  during  the  period when the offering is terminated. During the year
ended  December  31,  2002  the  Company  charged  an  aggregate  of $141,000 to
operations  related  to these costs for charges incurred related to a terminated
offering.

RECENT  PRONOUNCEMENTS

In  December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
148  "Accounting  for  Stock-Based  Compensation--Transition  and Disclosure--an
amendment  of SFAS 123." SFAS 148 provides alternative methods of transition for
a  voluntary change to the fair value based method of accounting for stock-based
employee  compensation  from  the  intrinsic  value-based  method  of accounting
prescribed  by  APB  25.  As  allowed  by  SFAS  123, the Company has elected to
continue  to  apply  the  intrinsic  value-based  method  of accounting, and has
adopted  the disclosure requirements of SFAS 123. The Company currently does not
anticipate  adopting  the  provisions  of  SFAS  148.

In  July  2002,  the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit  or Disposal Activities." SFAS 146 provides new guidance on the recognition
of  costs  associated  with  exit  or disposal activities. The standard requires
companies  to  recognize  costs associated with exit or disposal activities when
they  are  incurred rather than at the date of commitment to an exit or disposal
plan.  SFAS  146  supercedes  previous  accounting guidance provided by the EITF
Issue  No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and  Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
Restructuring)."  EITF  Issue No. 94-3 required recognition of costs at the date
of  commitment  to  an  exit  or  disposal  plan.  SFAS  146  is  to  be applied
prospectively  to exit or disposal activities initiated after December 31, 2002.
Early  application  is permitted. The adoption of SFAS 146 by the Company is not
expected  to have a material impact on the Company's financial position, results
of  operations,  or  cash  flows.

In  April  2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44,  and  64,  Amendment  of  FASB Statement No. 13, and Technical Corrections."
Among  other  things,  this  statement rescinds FASB Statement No. 4, "Reporting
Gains  and  Losses  from  Extinguishment  of  Debt" which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as  an  extraordinary  item,  net of related income tax effect. As a result, the
criteria  in  APB  Opinion  No.  30,  "Reporting  the  Results  of Operations --
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to
classify  those  gains  and  losses.  The  provisions of SFAS 145 related to the
classification  of  debt  extinguishment are effective for years beginning after
May  15, 2002. The adoption of SFAS 145 by the Company is not expected to have a
material  impact  on the Company's financial position, results of operations, or
cash  flows.

In  November  2001,  the  EITF  of  the  FASB  issued  EITF 01-9 "Accounting for
Consideration  Given  by  a  Vendor to a Subscriber (Including a Reseller of the
Vendor's  Products)."  EITF  01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing  of such recognition. The guidance provided in EITF 01-9 is effective for
financial  statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the  Company's  financial  statements.

In  August  2001,  the  FASB  issued SFAS 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets."  SFAS  144  provides  new  guidance  on  the
recognition  of impairment losses on long-lived assets with definite lives to be
held  and  used  or  to  be  disposed  of and also issued the definition of what
constitutes  a  discontinued  operation  and  how  the results of a discontinued
operation  are  to  be  measured and presented. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material  impact  on the Company's financial position, results of operations, or
cash  flows.

In  June  2001,  the  FASB  issued  SFAS  143,  "Accounting for Asset Retirement
Obligations."  SFAS  143  requires  the  fair  value of a liability for an asset
retirement  obligation  to  be recognized in the period that it is incurred if a
reasonable  estimate  of fair value can be made. The associated asset retirement
costs  are  capitalized  as part of the carrying amount of the long-lived asset.
SFAS  143  is  effective  for  fiscal  years  beginning after June 15, 2002. The
adoption  of SFAS 143 is not expected to have a material impact on the Company's
financial  position,  results  of  operations  or  cash  flows.

In  June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets,"
which  provides for non-amortization of goodwill and intangible assets that have
indefinite useful lives, annual tests of impairments of those assets and interim
tests  of  impairment when an event occurs that more likely than not has reduced
the  fair  value  of  such assets. The statement also provides specific guidance
about how to determine and measure goodwill impairments, and requires additional
disclosure  of  information  about  goodwill  and  other  intangible assets. The
provisions  of  this  statement  are required to be applied starting with fiscal
years  beginning  after December 15, 2001, and applied to all goodwill and other
intangible  assets recognized in the financial statements at that date. Goodwill
and  intangible  assets  acquired  after  June  30,  2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities  with  fiscal  years  beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company's
adoption  of  the  provisions  of SFAS 142 did not have a material impact on the
Company's  financial  position,  results  of  operations  or  cash  flows.

In  June  2001,  the  FASB  issued  SFAS  141, "Business Combinations," which is
effective  for all business combinations initiated after June 30, 2001. SFAS 141
requires  companies  to account for all business combinations using the purchase
method  of  accounting, recognize intangible assets if certain criteria are met,
as  well  as  provide additional disclosures regarding business combinations and
allocation  of  purchase price. The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or cash flows.

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company  as  a  going  concern.  However,  the Company has sustained substantial
recurring  losses,  aggregating  $1,168,154  in  2001  and  $815,907 in 2002. In
addition  the Company has working capital and stockholders' deficits of $111,926
and  $107,083  at  December  31,  2002  and has no revenue producing operations.

The  Company's  ability  to  continue  as a going concern is contingent upon its
ability  to attain profitable operations and obtain capital. The Company intends
to  raise  capital through the sale of equity securities and/or the solicitation
of short term financing. However, the Company has no firm commitments for either
the  sale  of  equity  securities  or  debt  financing.

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

NOTE  3  -  PROPERTY  AND  EQUIPMENT
<TABLE>
<CAPTION>

<S>                                                        <C>

Property and equipment consists of the following:

         Office equipment                                     $4,600
         Less: accumulated depreciation                          657
                                                            ---------
                                                              $3,943

</TABLE>

During  2002  the Company entered into a lease settlement agreement (See Note 8)
in  which  all property and equipment held at December 31, 2001, with a net book
value  of  $19,682  was given to the landlord as partial satisfaction of a lease
obligation.

Depreciation  expense for the years ended December 31, 2001 and 2002 was $30,063
and  $657.

NOTE  4  -  STOCKHOLDERS'  (DEFICIT)

The  Company  has  authorized  30,000,000  shares  of stock, of which 25,000,000
shares  are $.001 par value common stock and 5,000,000 shares are $.01 par value
preferred  stock.  The  Board  of Directors is authorized to divide the class of
preferred  shares  into  series and to fix and determine the relative rights and
preferences  of  those  shares.

In  April 1998 the Company authorized the issuance of 150,000 shares of Series A
Voting  Convertible  Cumulative  Preferred  Stock for $1 per share. The Series A
Convertible Preferred Stock paid senior preferential fixed dividends at the rate
of  10%  per  annum  until  April  2000.  From  May 2000 through April 2003, the
dividend  is calculated at 3.75% of the "net profits" of the Company and payable
annually  on  or  before  90 days from the closing of the Company's fiscal year.
Each  share  of  Series  A  Convertible  Preferred Stock is convertible into one
common  stock  share  at  the  option  of  the  holder. The Series A Convertible
Preferred  Stock  automatically  converts  to  common  stock  in  April  2003.

During  January  2001, the Company issued 782,222 shares of common stock related
to  consulting services to be provided by the Chief Executive Officer. The value
of  the  consulting  services  is  stipulated to be $220,000. Per the consulting
agreement, the shares were valued at 75% of the average bid and ask price of the
common  stock  on  December 31, 2000, which approximates the discount that would
have  been  applied  due  to  the  shares  being  restricted per Rule 144 of the
Securities  Act  of  1933.

During  April 2001, the Company issued 142,500 shares of common stock related to
a stock purchase agreement with the Chief Executive Officer in which the Company
agreed  to  issue  12,500  shares every month until a Registration Statement was
filed.  The parties agreed to delay the filing of the Registration Statement and
that the total additional shares issued would be 142,500 shares (see Note 8). Of
the  142,500 shares issued during 2001, 105,000 were earned and subscribed as of
December 31, 2000. The remaining 37,500 shares were earned during the year ended
December  31,  2001.

During January 2002 the Company issued 1,200,000 shares of common stock pursuant
to  the  terms  of  an employment contract with its president. These shares were
valued  at their fair market value on the date an agreement was reached to issue
the  shares  of $120,000. The shares have been recorded as deferred compensation
and  are  being  amortized  over the term of the employment contract of 2 years.
During  2002  $60,000  was  charged  to  operations.

During  August  and  September  2002 the Company issued 900,000 shares of common
stock  for  cash  aggregating  $45,000. Of the shares issued 300,000 shares were
sold  to  a  related  party  at a discount from fair market value. This discount
aggregating  $18,000  has  been  charged  to  operations  during  the year ended
December  31,  2002.

During  the  year ended December 31, 2002 the Company issued 2,648,749 shares of
common  stock valued at $256,300 for services. These shares were valued at their
fair market value on the date an agreement was reached to issue the shares. This
charge  to  operations  includes  $126,000  of  costs which had been recorded as
deferred  offering  costs.

During  the  year ended December 31, 2002 the Company issued 2,135,540 shares of
common  stock  valued  at  $270,064  related to a lease settlement (see Note 8).
These shares were valued at their fair market value on the date an agreement was
reached  to  issue  the  shares.

During  September 2002 the Company filed a Form SB-2 Registration Statement with
the  Securities  and Exchange Commission to register 11,000,000 shares of common
stock.  In  conjunction  with  this  registration statement the Company incurred
offering costs including $15,000 paid in cash and $126,000 paid in common stock.
The  Company  subsequently  withdrew  the registration statement and charged the
$141,000  in  offering  costs  to  operations.

NOTE  5  -  STOCK  OPTIONS

The  Company has a Non-Qualified Stock Option and Stock Grant Plan (the "Plan"),
adopted in July 1997. Under the Company's Plan, the Company's Board of Directors
has  reserved  2,500,000  shares  that may be granted at the Board of Directors'
discretion. No option may be granted after July 27, 2007 and the maximum term of
the  options  granted  under  the  Plan  is  ten  years.

The  effect  of applying SFAS 123 on pro forma net (loss) as stated below is not
necessarily  representative  of  the  effects  on reported net income (loss) for
future years due to, among other things, the vesting period of the stock options
and  the fair value of additional stock options in future years. The Company did
not  grant  any  stock  options  during  2001  and  2002.

Changes  in  options  outstanding  under  the  plan  are  summarized as follows:
<TABLE>
<CAPTION>

<S>                                 <C>             <C>


                                        Number of        Weighted
                                         Shares          Average
                                                      Exercise Price
                                    --------------- ----------------
Outstanding at December 31, 2000      1,050,000       $1.50
Granted                                                         -
                                              -
Exercised                                                       -
                                              -
Forfeited                               452,000        1.50
                                     ------------     ------------
Outstanding at December 31, 2001
 and 2002                               598,000       $1.50
                                     ============     ============



</TABLE>

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

The  following  table  summarizes  information  about fixed price stock options:

                                 OUTSTANDING AND
                                   EXERCISABLE
<TABLE>
<CAPTION>
<S>                     <C>               <C>               <C>

                                             Weighted        Weighted
                                             Average          Average
                            Number         Contractual        Exercise
EXERCISE PRICES          OUTSTANDING          Life             PRICE
---------------          -----------          ----             -----
 $0.81 - $1.38                4,000        6.1 years            $1.14
 $1.50 - $2.75              594,000        6.7 years            $1.50


</TABLE>




NOTE  6  -  STOCK  WARRANTS

The  following  details  the  warrants  outstanding  as  of  December  31, 2002:
<TABLE>
<CAPTION>
<S>                                          <C>               <C>
                                             Underlying        Exercise
                                               Shares           price
Warrant issued during 2000                   1,036,000          $1.50


</TABLE>

The warrant was issued to the former Chief Executive Officer of the Company. The
Warrant  expires  on  April  19,  2010.  At  December  31, 2002, the Company had
reserved  1,036,000  shares  of  common  stock  for  stock  warrants.

NOTE  7  -  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 bases 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 applied to taxable income in the periods in which
the  deferred tax assets 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:
<TABLE>
<CAPTION>

<S>                                               <C>
Federal statutory income tax rate                  34.00 %
State taxes, net of federal benefit                 4.95 %
Valuation allowance                               (38.95)%
                                                  ----------
                                                       - %
                                                  ==========
</TABLE>

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:
<TABLE>
<CAPTION>

<S>                                                         <C>
       Reconciling items:
       Net operating loss carryforward                      $       1,496,000
       Less valuation allowance                                    (1,496,000)
                                                            ------------------
       Net deferred tax asset                               $               -
                                                            ==================

The net operating  loss carry forward of  approximately  $4,400,000  will expire
through 2022.


</TABLE>




The  net  change in valuation allowance for the year ended December 31, 2002 was
$270,000.

NOTE  8  -  RELATED  PARTY  TRANSACTIONS

The  Company was the recipient of legal services from a shareholder. The Company
incurred expenses of $24,841 and $28,000 related to these services for the years
ended  December  31,  2001  and 2002 including the issuance of 100,000 shares of
common  stock  valued  at  its  fair  market  value  of  $18,000  in  2002.

On  April  19,  2000,  the Company issued 3,594,256 shares of common stock and a
stock  warrant  (See Note 6) in exchange for cash, fixed assets, office rent and
consulting  services.  The  agreement  also  required  the  Company  to  file  a
Registration  Statement  for  the  shares  issued  and to issue 12,500 shares of
common  stock per month until the filing of a Registration Statement. Subsequent
to  the  year ended December 31, 2000, the parties agreed to delay the filing of
the  Registration Statement and that the total additional shares issued would be
142,500  shares  (see  Note  4).

On  January  5, 2002, the Company entered into a lease settlement agreement with
the  former  President  whereby,  for  forgiving a one-year lease obligation for
office  space,  the  former President received the following, with an aggregated
value  of  $91,901:  (i) all cash on hand at January 5, 2002, (ii) assignment of
all  equipment  and  inventory  remaining in the office, (iii) assignment of all
uncollected  accounts receivable as of January 5, 2002, (iv) issuance of 433,333
shares  of common stock, (v) accrual of interest on the remaining balance at the
rate  of  12%  per  annum,  and (vi) on June 5, 2002 settlement of any remaining
balance,  estimated  at $27,983 in the form of common stock at an assigned value
of  $0.03  per  share. During 2002 the Company issued 2,135,540 shares of common
stock  in  relation  to this settlement (see Note 4). The difference between the
fair  market  value of the common stock and the assigned value was recorded as a
charge  to  operations.

During  January  2002  the Company entered into an employment agreement with its
president.  The  agreement  is  for  a period of 2 years and provides for a base
salary  of  $100,000  per annum plus an annual bonus of at least 25% of the base
salary.  In addition, the contract provided for the issuance of 1,200,000 shares
of  common  stock  (see Note 4). During 2002 certain amounts due pursuant to the
employment  contract  were  paid  by  the  issuance  of  1,220,833 shares of the
Company's  common stock valued its fair market value of $80,000 (see Note 4). At
December  31,  2002  $45,000  of unpaid salary is included in accounts payable -
related  party.

NOTE  9  -  SUBSEQUENT  EVENTS

During  February  2003 the Company completed a debenture offering. Pursuant to a
subscription  agreement with Dutchess Private Equities Fund, LP ("Dutchess") the
Company  received  $212,500  from the sale of 6% secured convertible debentures.
The  terms  of  the debentures provide for payment by February 14, 2007 with the
debentures  being convertible into the Company's common stock at any time at the
lesser  of  (i)  80% of the average of the five lowest closing bid prices during
the  15  days prior to conversion or (ii) 100% of the average of the closing bid
prices  for  the  20  trading  days  immediately preceding the closing date. The
Company  has  agreed  to register the shares underlying the debentures on a From
SB-2  Registration  Statement.  In  addition,  in  exchange  for $12,500 in cash
Dutchess  agreed  to  return 250,000 shares of the Company's common stock to the
Company  which  were  purchased  by  Dutchess  in  August  2002.

During  February  2003 the Company entered into an asset purchase agreement with
Simply  Cellular,  Inc. whereby it acquired substantially all of the assets of a
cellular  service  and  accessories  store  for  $70,000  in  cash.

During  February  2003  the  Company  filed  a  Form  S-8 Registration Statement
registering 1,900,000 shares of its common stock to be used a compensate certain
consultants  for  services  to  be  provided  to  the  Company.


<PAGE>
 EXHIBIT  31.1

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

I,  Scott  Gallagher,  certify  that:

1.  I  have  reviewed  this  Annual  Report  on  Form 10-KSB, as amended by Form
10-KSB/A,  of  FTS  Apparel,  Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)  designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to be designed under our supervision,  to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures and presented in this report our conclustions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  function):

a)  all  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.


Date:  October  10,  2003


/s/  Scott  Gallagher
______________________________________
By:  Scott  Gallagher
Chief  Executive  Officer





<PAGE>
EXHIBIT  31.2

                            CERTIFICATION PURSUANT TO
                            -------------------------
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------

I,  Linda  Ehlen,  certify  that:

1.  I  have  reviewed  this  Annual  Report  on  Form 10-KSB, as amended by Form
10-KSB/A,  of  FTS  Apparel,  Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)  designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to be designed under our supervision,  to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures and presented in this report our conclustions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  function):

a)  all  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date  October  10,  2003


/s/  Linda  Ehlen
______________________________________
By:  Linda  Ehlen
Interim  Chief  Financial  Officer






<PAGE>
EXHIBIT  32.1

                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002

In  connection  with  the  Annual  Report  of  FTS  Apparel,  Inc.
(the  "Company")  on  Form 10-KSB, as amendment by Form 10-KSB/A, for the period
ending  December  31, 2002, as filed with the Securities and Exchange Commission
on  the date hereof (the "Report"), the undersigned, Chief Executive Officer and
Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,
that:

(1)  The Report fully complies with the requirements of section 3(a) or 15(d) of
the  Securities  and  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.



/s/  Scott  Gallagher
______________________________________
By:  Scott  Gallagher
Chief  Executive  Officer
October  10,  2003


/s/  Linda  Ehlen
______________________________________
By:  Linda  EHlen
Interim  Chief  Financial  Officer
October  10,  2003







                                  END OF FILING