FORM 10-KSB

                       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, 2003

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

                         Commission File Number 0-24829

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


             (Exact name of registrant as specified in its charter)


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


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


       Registrant's telephone number, including area code: (215) 943-9979

        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.  [  ]

The  Company's  revenues  for  the  most  recent  fiscal  year  were  $108,655

The  aggregate  market  value  of  the  3,456,402 shares of common stock held by
non-affiliates  of  the Company as of March 15, 2004 was $898,665 based upon the
last  reported  sale  of  the  common stock of $.26 per share on March 15, 2004.

The  Company  had  24,423,293 shares of common stock outstanding as of March 15,
2004.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

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

<PAGE>
                                 FTS GROUP, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS

PART  I                                                               PAGE  NO.

ITEM  1   DESCRIPTION  OF  BUSINESS                                           3
ITEM  2   DESCRIPTION  OF  PROPERTY                                           6
ITEM  3   LEGAL  PROCEEDINGS                                                  6
ITEM  4   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS         6

PART  II

ITEM  5   MARKET  FOR  COMMON  EQUITY  AND  RELATED STOCKHOLDER MATTERS       6
ITEM  6   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS                             7
ITEM  7   FINANCIAL  STATEMENTS                                              10
ITEM  8   CHANGES  IN  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING      20
        AND  FINANCIAL  DISCLOSURE
ITEM  8A  CONTROLS  AND  PROCEDURES

PART  III

ITEM  9  DIRECTORS  AND  EXECUTIVE  OFFICERS;  COMPLIANCE  WITH SECTION      20
       16(A)  OF  THE  EXCHANGE  ACT
ITEM  10  EXECUTIVE  COMPENSATION                                            21
ITEM  11  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND          22
         MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS
ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                 23
ITEM  13  EXHIBITS  AND  REPORTS  ON  FORM  8-K                              24
ITEM  14  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES                         25

<PAGE>


              SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

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

ITEM  1.  BUSINESS

HISTORY

We  organized  as  Full  Tilt  Sports, Inc. in 1997 as a Colorado corporation to
develop  and  market  a  line of young men's casual apparel. We own several U.S.
trademarks  relating to that business. Effective August 23, 2000, we changed our
name  to  FTS  Apparel, Inc. Our attempts to build a profitable apparel business
were unsuccessful and the prior management team was unable to raise the required
funds  to  continue  in  the apparel business As a result, we exited the apparel
business.  In  January  2002,  we  experienced a change in management. Effective
January  11,  2002,  Scott Gallagher became our new Chairman and Chief Executive
Officer  and  we  appointed  three  new  directors.  The  new Chairman agreed to
purchase  1,861,618  shares  of  our  common  stock  owned  by two of the former
officers and directors and other shareholders. The new management team initially
developed a strategic plan to acquire and develop cash flow positive businesses.
After  an  analysis  of  the market, management determined to primarily focus on
building  a  chain of retail wireless locations that sell cellular and satellite
handsets  and  activations.  FTS  Wireless, Inc., a wholly owned subsidiary, was
organized  as  a  Florida  corporation in February 2003 to become a full service
wireless company operating a chain of retail wireless locations.  On January 26,
2004,  we  changed  our  name  to  FTS  Group, Inc. to reflect the change in our
operations.


DESCRIPTION  OF  BUSINESS

We focus on developing, investing in and acquiring cash-flow positive businesses
and  viable business projects, primarily those in the wireless industry. Through
our  wholly  owned  subsidiary FTS Wireless, Inc., we are engaged in a targeted,
strategic  development  strategy  to  consolidate the highly fragmented cellular
phone and services industry. We currently operate five retail wireless locations
in  the  Florida  market  and  one  in  the  Philadelphia  Market:

-    In  February  2003,  we  acquired  certain  assets  of Tampa, Florida based
"Simply  Cellular,  Inc."

-    In  May  2003,  we  acquired  a  lease  and  selected  assets from American
Connections  of  Florida, LLC, giving us a broader presence in the Tampa market.

-    In  July  2003,  we  opened  a  third  "FTS  Wireless" location serving the
Philadelphia  Market.  This  location  will  also  serve  as  our  corporate
headquarters.

-    In  November  2003,  we  acquired a lease and selected assets from Pagers N
Phones,  LLC,  expanding  our  presence  into  the  Brandon,  Florida  market.

-    In  December  2003,  we  acquired  a  second lease and selected assets from
Pagers  N  Phones,  LLC,  expanding  our  presence  into  the  Saint Petersburg,
Florida  market.

-     In  March 2004, we acquired a lease and selected assets from Lutz, Florida
based  All  Clear Wireless, Inc. expanding our presence into the Tampa, Florida
suburban  market.


THE  MARKET  FOR  OUR  PRODUCTS  AND  SERVICES
----------------------------------------------

We  market  and  distribute  Satellite  and Cellular based wireless products and
services  in  three  east-coast markets: Florida's Gulf Coast market, New Jersey
and  Pennsylvania's  Philadelphia market.  In  the Florida Gulf Coast market and
the  Philadelphia  market  we  sell  "post-pay"  wireless  services and products
offered  from  4  of  the  nation's  top  6  wireless  carriers  AT&T, T-Mobile,
Sprint and Nextel.  We  purchase  wireless  handsets  and  accessories  as  well
as  perform  cellular  activations  through  our  Master Agents, Malsha Products
and American Connections. We sell these products directly to the end user at any
of  our  retail  locations  in  Florida and Pennsylvania. We also have marketing
rights  in  several  markets  located  along  the  eastern  seaboard to sell and
distribute  "Pre-Pay"  cellular  products  and  services  offered  by  Air Voice
Wireless  (an  "AT&T Reseller). We derive our revenues from the sale of wireless
products  and  commission paid to us for each new customer that signs a cellular
or  satellite  contract.

We  derive  the  majority  of  our  revenue  from commissions paid to us for the
activation of new "Post-Pay" cellular customers, those customers who have signed
a  one  or  two  year  contract for cellular or satellite service. We derive our
"Pre-Pay"  revenue  primarily from the sale of cellular handsets and the sale of
Air  Voice  pre-pay  cellular  airtime  cards.

We  have converted two of our five retail locations into free Wi-Fi Hotspots. We
convert  our stores into Wi-Fi Hotspots by adding Linksys 802.11b routers to our
existing network. As a full service wireless company, we offer wireless business
and  retail  users  the ability to access the Internet or make phone calls using
802.11b or Wi-Fi technology based devices such as PDAs, laptops and cell phones.
Each  of  our wireless locations also markets and sells 802.11b/g based wireless
network  products  from  Linksys  for  home  or  corporate  use. While we do not
currently  charge  customers  for  access  to  our Wi-Fi Hotspots, we are in the
process  of  converting all Hot Spot locations into a new "pay per use" business
model.  The  new  arrangement  will allow customers access to more then 1000 Hot
Spot  locations  in  North  America  and  Great  Britain.

THE  WIRELESS  INDUSTRY  (POST-PAID)

According  to  market  research  firm  Euromonitor, in a report released in July
2003,in  2003 the cellular/PCS sector totaled US$3.8 billion, and is expected to
reach  US$5.1  billion  by  2007, a growth of nearly 34% over 2003. In 2002 more
than  50%  of  the  U.S. population owned a cellular phone. Out of all owners of
wireless  phones,  56%  owned  their phone for more than a year, and 42% plan on
changing  their  phone  within  the  next  six  months.  85% of current wireless
consumers  said  they  want  a  mobile  phone  that  can  also take and exchange
photographs.

Post-paid  customers  subscribe to a monthly service plan usually under a one or
two  year  contract.  We believe this segment of the wireless telecommunications
industry  is  experiencing  significant  technological  change. Upgrading of the
wireless  networks  capabilities,  and  the  introduction of data in the form of
photos,  music,  and  wireless Internet to the communication network has shifted
the  image  of  wireless  devices  from  a  luxury  gadget  to  a  business  and
entertainment  tool.  This  causes  uncertainty about future customer demand for
current  products and services and the prices that we will be able to charge for
these services. For example, the demands for wireless data and cellular services
provided  by Sprint, Nextel and T-Mobile may be affected by the proliferation of
wireless  local  area  networks,  otherwise  known as Wi-Fi. To that end we have
begun  to  carry,  sell  and market Wi-Fi equipment and products and convert our
chain  of  retail  locations  into  Wi-Fi  Hotspots  to  attract residential and
business customers to our stores. The rapid change in technology may lead to the
development of wireless telecommunications services or alternative services that
consumers  prefer over traditional cellular. There is also uncertainty as to the
extent  to  which  airtime charges and monthly recurring charges may continue to
decline.  As  a  result, the future prospects of the wireless industry and other
competitive  services  remain  uncertain.

A  key  element  in  the  economic  success  of wireless carriers is the rate of
customer  churn.  Customer  churn is defined as the number of clients who cancel
their  contract  with the carrier prior to the end of the term. Churn rates have
continued  to  grow  in  recent years due to declining cellular plan pricing. In
addition,  the  implementation  of  local  number portability that took place in
November  2003,  is  likely  to  increase  churn. Local number portability means
customers can keep their phone number when changing carriers. These developments
may  have  a  positive effect on our cellular operations by presenting customers
with  more  flexibility  when  choosing  a  carrier and increase the rate of new
activations.

THE  WIRELESS  INDUSTRY  (PRE-PAID)

In  a  report  published  in  February 2003, industry research firm Atlantic-ACM
forecasts  that the prepaid wireless segment will grow from $4.4 billion in 2003
to  $9.5 billion in 2007. Pre-paid customers typically do not sign a contractual
agreement  with  a  cellular  carrier. They typically buy airtime in $20 to $100
denominations at a higher per minute rate than most "Post-Pay" plans. We believe
the  pre-paid wireless segment will grow substantially in the next several years
and  that  we  can  profit  from  this  trend.

According  to  Euromonitor,  "high  penetration  rates mean increasing costs for
customer  acquisition.  One  untapped  market  is 18 to 24 year olds, who have a
higher  propensity  to buy phones than the population as a whole, as penetration
levels  in  this  segment  are comparatively lower." In 2002, 18 to 24 year olds
purchased  16%  of  all  handsets,  while in the meantime, the demographic group
accounted  for only 10% of the total U.S. population. The 18 to 24 group is also
particular  in  the way they relate to their phones. They are more likely to buy
on  impulse,  they  spend  more  on  a  phone,  and they are more likely to base
purchase  decisions  on  product appearance compared with older groups. Based on
these  statistics  and  the  growing  trend  of  young  adults who now use their
wireless phone as their only form of telecommunication, we feel an above average
opportunity  exists  for  us  to  target  this  market.

STRATEGIC  PARTNERS  AND  CONTRACTS

POST-PAID

We activate wireless services through agreements with companies known as "Master
Agents."  A  Master  Agent  has  the  ability  to pay us a higher per activation
commission  than  we could expect to receive if we dealt directly with the major
wireless  carriers.  Their  commission tier is based on the consolidated monthly
activations of all of their dealers. For T-Mobile and Nextel, we have a contract
in  place  with  Fort  Lauderdale  based  master  agent  American Connections of
Florida,  LLC, and for Sprint activations we have an agreement in place with New
York  based master agent Malsha Products. Our contract with American Connections
of  Florida represents approximately two thirds of our revenues and our contract
with  Malsha  Products represents approximately one third of our revenues. These
companies  pay us a commission for each new cellular customer who signs a one or
two  year  cellular  contract  with  the  carrier.  However,  if  that  customer
deactivates  their  cellular service within the 181 day period after signing the
contract  the commission paid to us is charged back to our account and not paid.
We  have  set  up  a  reserve  account of 10% of activation revenue for possible
charge-backs.

PRE-PAID

We  have  marketing  and  distribution  rights  in  three significant east coast
markets,  New  Jersey,  Florida and Pennsylvania, to sell Air Voice Wireless (an
AT&T Reseller) pre-paid products and services. We function as a Master Agent for
Air  Voice  Wireless  products  and  services in the New Jersey and Philadelphia
markets  in  addition  to  selling  Air  Voice  Wireless  products at our retail
location  in the Philadelphia market. In Florida's Gulf Coast market we function
as  a Master Agent in addition to selling Air Voice Wireless products at each of
our retail locations. We generate revenue primarily through the sale of cellular
handsets  and  airtime.

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

We  depend on advertising and marketing to attract new customers. We also depend
on our product offering to be superior to that of our competition.  We currently
advertise  in  local  print  publications, including daily newspapers and weekly
publications,  advertise  on the Internet and in flyers. Additionally, we run in
store  product  related  promotions  including  a  referral  program  geared  at
generating  new  business  through our existing customer base. Currently we plan
our  advertising  budget  around specific promotions from the national carriers,
who  in  turn  offset  some  of  the  advertising  costs  with  co-op  funds.

As  our  company  grows  and  as  we  introduce new products and services to the
markets in which we operate, advertising will become a significant expense going
forward.  Although  we believe our marketing efforts will have a positive effect
on  our  business  we  cannot  be  assured  of  success.

INVESTMENTS
-----------

In  March  2003, we acquired 30,000 shares of preferred stock in Vidyah, Inc., a
private technology company, for $15,000 in cash. Holders of the Vidyah preferred
stock  have the same voting rights as holders of the common stock. The preferred
stock  has  liquidation  rights.  The  preferred  stock  is  convertible, at the
holder's  option, into an equivalent number of shares of common stock subject to
certain  adjustments.  Vidyah  provides  comprehensive  technology  learning
solutions,  certification  programs,  and  customized  learning for a variety of
Fortune  1000 companies, including, Disney, Sony, Microsoft, IBM, Cisco Systems,
Harvard  University,  etc.  We  purchased  an  interest  in Vidya.com because we
believe  Vidyah  represents an attractive investment that will increase in value
over  time.

SEASONALITY
-----------

The  wireless  industry  typically  generates  a  higher  number  of  subscriber
additions  and  handset sales in the fourth quarter of each year compared to the
remaining  quarters.  This  is  due  to the use of retail distribution, which is
dependent  on  the  holiday  shopping season; timing of new products and service
introductions;  and  aggressive marketing and sales promotions. To date, we have
not experienced any seasonality in our sales although we may in the future as we
expand  our  retail  operations.

COMPETITION
-----------

The  retail  wireless  market  is very fragmented and highly competitive. In the
markets where we operate our retail locations, we experience intense competition
from other independent retailers, privately held chains that offer a broad range
of products and carrier owned and operated stores with superior name recognition
and brand identity than us. There is no one dominant competitor. 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.  We believe our
competitive  advantage  lies in our ability to provide superior customer service
while  offering  a  more diverse line of wireless products and services than our
competitors  including  Wi-Fi networking products, satellite phones and a large
variety  of  Pre-Paid  cellular  products.

EMPLOYEES
---------

As  of  December 31, 2003, we had 8 full time employees.  Three of our employees
are  at  the  corporate  level,  our Chairman and Chief Executive Officer, Scott
Gallagher,  Linda  Ehlen,  our  Chief  Financial Officer and Robert Lewis as our
Chief Operating officer.  In connection with our cellular phones and accessories
business,  we  employ  five  full-time  individuals  to  run our Florida stores.

We  expect  to  hire  additional  employees  over  the next twelve months as our
business grows. 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 facilities located at 1049C Oxford Valley Road, Levittown Pennsylvania
19057  for  use  as  a  wireless  retail  location in addition to serving as our
corporate  headquarters.  We  entered into our lease commencing on July 15, 2003
for  a  period  of  one year and currently pay a monthly rental fee of $1,000 to
occupy  approximately  1,000 square feet. Our lease agreement expires in July of
2004  and  provides  for  a  one  year  renewal  option.

We  operate  a  wireless  phone business from leased facilities located at 12014
Anderson Road, Tampa, 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.  The  monthly rent for this location is $2,000 and ends in September of 2004
with  a  1  year  renewal  option.

We assumed a lease from American Connections of Florida, LLC for our location at
8802 Rocky Creek Dr, Tampa, Florida at a rate of $985 per month. We renewed this
lease  until  August  2004  with  a  one  year  option.

We  assumed  a  month to month lease from Pagers N Phones, Inc. for our Brandon,
Florida location at 944 Brandon Blvd., Brandon, Fl  33618 at a rate of $1,950.00
per  month.

We  assumed  a  month  to  month  lease  from  Pagers N Phones, Inc. for our St.
Petersburg  location  at  5225  4th St. N. St. Petersburg Fl, 33645 at a rate of
$650  per  month.

We  secured a new month to month lease to rent the Lutz, Florida location of the
former  All  Clear  Wireless  at  a  rate  of  $1,391  per  month.

We  believe  that our leased property for our corporate headquarters is adequate
for  our  current  and  immediately  foreseeable operating needs. We may acquire
other  leases  or  properties  if  our business grows according to our strategic
plan.

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.


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

  2003
  ----
March 31                   $.26           $.09
June 30                    $.28           $.16
September 30               $.68           $.23
December 31                $.25           $.15

  2004
  ----
March 31*                  $.40           $.15

* Through March 23, 2004.


We  had  approximately  149 record holders of our common stock as of January 12,
2004.

DIVIDEND  POLICY

Holders  of  common  stock  are  entitled  to  receive  such dividends as may be
declared  by  the Board of Directors. No dividends on the common stock have been
paid  or  declared by the Board to date, and we do not anticipate that dividends
will  be  paid  in  the  foreseeable  future.

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.


RECENT  SALES  OF  UNREGISTERED  SECURITIES

For  the  quarter  ended December 31, 2003, we sold 340,000 shares of our common
stock  to  three individuals at a purchase price of $0.10 per share. As of March
15th,  2004  the  shares  had  not  yet  been  issued.

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

OVERVIEW

Historically  and  through  the  year  ended  December  31,  2001,  we  operated
exclusively  in  the  apparel  industry.  In  January  2002,  we  experienced  a
management  change  after  the  prior  management  team  was unable to raise the
required  funds to continue in the apparel business. Our business now focuses on
developing  and  acquiring  cash-flow  positive  businesses  and viable business
projects  primarily those in the wireless and technology industries. As of March
15th,  2004  we  operated a total of 6 retail locations, we lease  two  wireless
retail  locations in Tampa, Florida, one in St. Petersburg, FL,  one in Brandon,
Fl,  one  in  Lutz,  Fl  and  one in Suburban Philadelphia, Pennsylvania. 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.

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

YEAR  ENDED  DECEMBER  31,  2003  COMPARED  TO THE YEAR ENDED DECEMBER 31, 2002.

During  the year ended December 31, 2003, we realized a net loss of $873,641 (or
$0.05  per  share)  on  revenue  of $108,655, compared to a net loss of $815,907
($.07  per  share)  on  no revenue for the year ended December 31, 2002. Revenue
during  2003  increased by $108,655 over the prior year due to the operations of
our  new wireless business launched in the first quarter of 2003. During 2002 we
were  essentially  dormant  as  we  exited  our  previous  apparel  business.

The  cost  of goods sold in 2003, was $90,058, which consisted primarily of the
purchase of wireless handsets, airtime, equipment and related devices for resale
through  our  retail  and  Internet  distribution  channels.

General  and  administrative expenses increased slightly from 2003 to 2002, from
$811,678  in  2002  to $844,117 in 2003. The administrative expenses in 2003 are
comprised  principally  of  consulting  fees  of  $214,700,  non  cash  stock
compensation  of  $130,000,  salaries  of  74,116.74,  legal  and  accounting of
$65,322, rents of $49,672, public and investor relations expense of $37,409. The
remaining  amount  includes  SEC  filing  fees,  stock transfer fees, insurance,
commissions,  office  supplies,  postage  and  other miscellaneous expenses. 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 change to general and administrative expenses from 2003 to 2002 is primarily
attributed  to  the  fact that in 2002 we were essentially dormant as management
explored  strategic  alternatives  going forward and ceased operating activities
related  to its apparel business. Expenses during 2002 were primarily related to
the  settlement  of  leases  and other obligations of the company related to the
previous  apparel  business.

We  anticipate  that  we  will  continue to incur losses until such time 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 our products, the
competitive  environment  within  the  retail  wireless industry, our ability to
continue  to  expand  our  operations, the level of costs incurred in connection
with  our  expansion efforts, and economic conditions. Investors are directed to
consider  other  risks  and  uncertainties  discussed  in  this  report  and our
documents  filed  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 6, MD&A, about accounting policies management believes
are  most  critical  in  portraying  our  financial  results  and  in  requiring
management's  most difficult subjective or complex judgments. The preparation of
financial statements in conformity with accounting principles generally accepted
in  the  United  States  of  America  requires  management to make judgments and
estimates.

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

REVENUE  RECOGNITION:

Net  revenues  from  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.

We  recognize  revenue  from  advertising  and promotion income as the requisite
services  are  provided.

GOODWILL  AND  INTANGIBLE  ASSET  IMPAIRMENT:

We  periodically review 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 judgment 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.

SUBSEQUENT  EVENTS

On  March  2,  2004,  we  acquired  the  assets of Lutz, Florida based All Clear
Wireless  for  $39,000  in  cash  creating  our  sixth retail wireless location.

IMPACT  OF  INFLATION

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

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, 2003 And Expect Losses To Continue
In  The  Future.  There  Is  A  Risk  We  May  Never  Become  Profitable.

We  had  a  net  loss of $873,641 for the year ended December 31, 2003 and a net
loss  of $815,907for the year ended December 31, 2002. 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, 2003,
reflect  a net loss of $873,641. 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.


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 authorize the issuance of 155,000,000 shares of
common stock, par value $.001 per share. As of March 15, 2004 we have 24,423,293
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 no
shares  are  issued  or outstanding and 4,850,000 undesignated preferred shares,
par  value  $.01  per  share,  of which 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.

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.

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  WE  BECOMES  A  FRANCHISOR,  WE MUST COMPLY WITH FEDERAL AND STATE FRANCHISE
REGULATIONS  AND  IF  WE SHOULD FAIL TO MATERIALLY COMPLY WITH SUCH REGULATIONS,
WE  MAY  NOT  BE ABLE TO FRANCHISE OUR 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,  we  would be required to furnish to prospective franchisees a
current franchise offering disclosure document containing information prescribed
by the FTC. We would be required to prepare Uniform Franchise Offering Circulars
to  satisfy this disclosure obligation. In addition, in certain states, we would
be  required  to  register  or  file with those states and to provide prescribed
disclosures.  If  we  should fail to materially comply with such regulations, we
may  not  be  able  to  franchise  our  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.

ITEM  7.  FINANCIAL  STATEMENTS


<PAGE>

R.  E.  BASSIE  &  CO.
CERTIFIED  PUBLIC  ACCOUNTANTS

6671  Southwest  Freeway,  Suite  550
Houston,  Texas  77074-2220
Tel:  (713)  272-8500  Fax:  (713)  272-8515
E-Mail:  Rebassie@aol.com




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The  Board  of  Directors  and  Stockholders
FTS  Group,  Inc.:

We have audited the consolidated balance sheet of FTS Group, Inc. and subsidiary
as  of December 31, 2003, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended.  These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  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  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of FTS Group, Inc. and
subsidiary  as  of  December  31,  2003, and the results of their operations and
their  cash  flows  for  the  year  then  ended,  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 8 to
the  financial  statements,  the  Company  has  suffered  recurring  losses from
operations,  and  has working capital and stockholders' deficits.  These factors
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  8.  The  consolidated financial statements do not include any adjustments
that  might  result  from  the  outcome  of  these  uncertainties.


/s/  R.  E.  Bassie  &  Co.
Houston,  Texas
April  2,  2004

<TABLE>
<CAPTION>

                                 FTS GROUP, INC. AND SUBSIDIARY

                                  CONSOLIDATED BALANCE SHEETS

                                   December 31, 2003 and 2002


<S>                                                                  <C>           <C>


                                   Assets                               2003          2002
                            -------------------                      ------------  ------------
Current assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     6,887   $       219
  Accounts receivable . . . . . . . . . . . . . . . . . . . . . . .        3,905
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . .        7,759             -
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . .        1,512             -
                                                                     ------------  ------------
    Total current assets. . . . . . . . . . . . . . . . . . . . . .       20,063           219
                                                                     ------------  ------------

Property and equipment, net of accumulated depreciation . . . . . .       50,577         3,943
Investment in private entity. . . . . . . . . . . . . . . . . . . .       15,000             -
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .       17,650           900
                                                                     ------------  ------------
    Total assets. . . . . . . . . . . . . . . . . . . . . . . . . .  $   103,290   $     5,062
                                                                     ============  ============

                        Liabilities and Stockholders' Equity
                        -------------------------------------

Current liabilities:
  Accounts payable and accrued expenses . . . . . . . . . . . . . .       60,467        58,219
  Accounts payable to related parties . . . . . . . . . . . . . . .      198,811        53,926
                                                                     ------------  ------------
    Total current liabilities . . . . . . . . . . . . . . . . . . .      259,278       112,145
                                                                     ------------  ------------

Convertible debentures. . . . . . . . . . . . . . . . . . . . . . .      450,586             -
                                                                     ------------  ------------
    Total liabilities . . . . . . . . . . . . . . . . . . . . . . .      709,864       112,145
                                                                     ------------  ------------

Stockholders' equity:
  10% Convertible preferred stock, Series A, $0.01 par value:
    150,000 shares authorized; 50,000 shares issued and outstanding
    at December 31, 2002,  0 shares issued and outstanding
    at December 31, 2003. . . . . . . . . . . . . . . . . . . . . .            -        50,000
  Preferred stock, $0.01 par value, 4,850,000 undesignated
    shares authorized, none issued. . . . . . . . . . . . . . . . .            -             -
  'Common stock, $.001 par value.  Authorized 25,000,000 shares:
    17,388,519 shares issued an outstanding at December 31, 2003,
    15,530,240 shares issued and outstanding at December 31, 2002 .       18,142        15,530
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . .    5,465,030     4,956,942
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . .   (5,943,196)   (5,069,555)
                                                                     ------------  ------------
                                                                        (460,024)      (47,083)
  Deferred compensation . . . . . . . . . . . . . . . . . . . . . .     (146,550)      (60,000)
                                                                     ------------  ------------
    Total stockholders' equity. . . . . . . . . . . . . . . . . . .     (606,574)     (107,083)

Commitments and contingent liabilities

    'Total liabilities and stockholders' equity . . . . . . . . . .  $   103,290   $     5,062
                                                                     ============  ============


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

<TABLE>
<CAPTION>

                              FTS GROUP, INC. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                          Years ended December 31, 2003 and 2002


<S>                                                             <C>          <C>


                                                                      2003          2002
                                                                -----------  ------------

 Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  108,655   $         0

 Costs and expenses:
   Cost of sales . . . . . . . . . . . . . . . . . . . . . . .      90,058             -
   Selling, general and administrative . . . . . . . . . . . .     844,117       811,674
                                                                -----------  ------------
     Total operating expenses. . . . . . . . . . . . . . . . .     934,175       811,674
                                                                -----------  ------------

     Operating income (loss) . . . . . . . . . . . . . . . . .    (825,520)     (811,674)

 Other income (expenses):
   Interest income . . . . . . . . . . . . . . . . . . . . . .           -             -
   Interest expense. . . . . . . . . . . . . . . . . . . . . .     (48,121)       (4,233)
                                                                -----------  ------------
     Total other income (expenses) . . . . . . . . . . . . . .     (48,121)       (4,233)
                                                                -----------  ------------

     Net loss from operations before taxes . . . . . . . . . .    (873,641)     (815,907)

 Provision for income taxes. . . . . . . . . . . . . . . . . .           -             -

     Net loss applicable to common shareholders. . . . . . . .   ($873,641)    ($815,907)
                                                                ===========  ============

 Net loss applicable to common shareholders:
     Basic and diluted . . . . . . . . . . . . . . . . . . . .  $    ($.05)       ($0.07)
                                                                ===========  ============

 Weighted average common shares:
     Basic and diluted . . . . . . . . . . . . . . . . . . . .  17,388,519     11,132,146
                                                                ===========  ============


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

<TABLE>
<CAPTION>

                                            FTS GROUP, INC. AN SUBSIDIARY

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       Years ended December 31, 2003 and 2002


<S>                                                                                         <C>          <C>
                                                                                                  2003         2002
                                                                                            -----------  -----------

 Cash flows from operating activities:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   ($873,641)   ($815,907)
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,270          657
       Common shares issued for services . . . . . . . . . . . . . . . . . . . . . . . . .     342,070      604,364
       (Increase) decrease in operating assets, net of acquisitions and dispositions:
        Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (3,905)           -
        Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (7,759)           -
       Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1,512)      19,682
        Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,750)        (900)
       Increase (decrease) in operating liabilities, net of acquisitions and dispositions:
        Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . . . . . .       2,248       56,118
        Accounts payable - related party . . . . . . . . . . . . . . . . . . . . . . . . .     117,147       51,569
                                                                                            -----------  -----------
           Net cash provided by operating activities . . . . . . . . . . . . . . . . . . .    (423,832)     (84,417)
                                                                                            -----------  -----------

 Cash flows from investing activities:
   Capital expenditures for property and equipment . . . . . . . . . . . . . . . . . . . .           -       (4,600)
   Investment in stock of private entity . . . . . . . . . . . . . . . . . . . . . . . . .     (15,000)           -
   Investment in leasehold rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (11,000)           -
                                                                                            -----------  -----------
          Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . .     (26,000)      (4,600)
                                                                                            -----------  -----------

 Cash flows from financing activities:
   Proceeds from issuance of stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .      44,000       45,000
   Proceeds from sale of debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . .     412,500            -
                                                                                            -----------  -----------
         Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . .     456,500       45,000
                                                                                            -----------  -----------

         Net increase in cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,668      (44,017)

 Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         219       44,236
                                                                                            -----------  -----------
 Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    6,887   $      219
                                                                                            ===========  ===========

 Supplemental schedule of cash flow information:
   Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   48,121   $    4,233
                                                                                            ===========  ===========

   Taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        -   $        -
                                                                                            ===========  ===========



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



<TABLE>
<CAPTION>

 FTS  GROUP,  INC.  AND  SUBSIDIARY

 CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY

 Years  ended  December  31,  2003  and  2002


<S>                          <C>         <C>        <C>         <C>      <C>          <C>            <C>         <C>
 `
                                                                                                                 Total
                                                                         Additional                  Deferred    stock-
                             Preferred   Stock      Common      Stock    paid-in      Accumulated    Compen-     holders'
                             shares      amount     shares      amount   capital      deficit        sation      equity
                             ----------  ---------  ----------  -------  -----------  -------------  ----------  ----------

  Balance,
   December 31, 2001. . . .     50,000   $ 50,000    8,645,951  $ 8,646  $ 4,254,462  $ (4,253,648)  $       -   $  59,460


   Issuance of common
     shares for cash. . . .          -          -      900,000      900       44,100             -           -      45,000


   Issuance of common
     shares for services. .          -          -    2,648,749    2,649      271,651             -           -     274,300


   Issuance of common
     shares pursuant to
     employment contract. .          -          -    1,200,000    1,200      118,800             -    (120,000)          -


   Issuance of common
     shares for settlement
     of lease . . . . . . .          -          -    2,135,540    2,135      267,929             -           -     270,064


    Amortization of
     deferred compensation.          -          -            -        -            -             -      60,000      60,000


   Net loss . . . . . . . .          -          -            -        -            -      (815,907)          -    (815,907)


 Balance, December 31, 2002     50,000     50,000   15,530,240   15,530    4,956,942    (5,069,555)    (60,000)   (107,083)


   Issuance of common
     shares for cash. . . .          -          -      540,000      540       43,460             -           -      44,000


   Issuance of common
       shares for services.          -          -    1,630,000    1,630      342,070             -     (86,550)    257,150


   Conversion of
    debentures shares
     of common stock. . . .          -          -       91,324       92        9,908             -           -      10,000


   Issuance of common
     shares for acquisition
     of assets. . . . . . .          -          -      300,000      300       62,700             -           -      63,000


   Conversion of preferred
     shares for common
     shares . . . . . . . .    (50,000)   (50,000)      50,000       50       49,950             -           -           -


   Net loss . . . . . . . .          -          -            -        -            -      (873,641)          -    (873,641)


 Balance, December 31, 2003          -   $      -   18,141,564  $18,142  $ 5,465,030  $ (5,943,196)  $(146,550)  $(606,574)
                             ==========  =========  ==========  =======  ===========  =============  ==========  ==========


<FN>

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

(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION,  OWNERSHIP  AND  BUSINESS

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

PRINCIPLES  OF  CONSOLIDATION

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

ACCOUNTS  RECEIVABLE

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

INVENTORIES

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

INVESTMENT  SECURITIES

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

PROPERTY,  EQUIPMENT  AND  DEPRECIATION

Property and equipment are recorded at cost less accumulated depreciation.  Upon
retirement  or  sale,  the  cost  of  the  assets  disposed  of  and the related
accumulated  depreciation are removed from the accounts, with any resultant gain
or  loss  being  recognized  as  a  component  of  other  income  or  expense.
Depreciation  is  computed  over  the estimated useful lives of the assets (5-20
years)  using  the  straight-line  method  for  financial reporting purposes and
accelerated  methods  for  income  tax  purposes.  Maintenance  and  repairs are
charged  to  operations  as  incurred.

INTANGIBLE  ASSETS

SFAS  No.  142  eliminates  the  amortization  of  goodwill, and requires annual
impairment  testing  of  goodwill  and introduces the concept of indefinite life
intangible  assets.  The Company adopted SFAS No. 142 effective January 1, 2002.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

Realization  of  long-lived assets, including goodwill, is periodically assessed
by  the  management  of  the  Company.  Accordingly, in the event that facts and
circumstances  indicate  that  property  and  equipment, and intangible or other
assets  may be impaired, an evaluation of recoverability would be performed.  If
an  evaluation  is  required,  the  estimated  future  undiscounted  cash  flows
associated  with  the  asset  are  compared  to  the  asset's carrying amount to
determine  if  a  write-down  to  market  value  is  necessary.  In management's
opinion,  there  was no impairment of such assets at December 31, 2003 and 2002.

REVENUE  RECOGNITION

The  Company  recognizes  revenue  at  the  time  of  shipment of product to its
customers  or  completion  of services provided.  The Company recognizes revenue
for  sale  of  real  estate based on the full accrual method, thus all profit is
recognized  at  the  time  of  sale.

INCOME  TAXES

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

EARNINGS  PER  SHARE

The basic net earnings per common share is computed by dividing the net earnings
by  the  weighted average number of shares outstanding during a period.  Diluted
net earnings per common share is computed by dividing the net earnings, adjusted
on  an  as  if  converted basis, by the weighted average number of common shares
outstanding  plus  potential  dilutive securities.  For the years ended December
31,  2003  and  2002,  potential  dilutive  securities that had an anti-dilutive
effect  were  not included in the calculation of diluted net earnings (loss) per
common  share.  These  securities  include  options to purchase shares of common
stock.

ADVERTISING  COSTS

The  cost  of  advertising  is  expensed  as  incurred.

MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

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

STOCK-BASED  COMPENSATION

The Company has chosen to continue to account for stock-based compensation using
the intrinsic value method prescribed in Accounting Principles Board Opinion No.
25,  "Accounting for Stock Issued to Employees", and related Interpretations and
to  elect  the  disclosure  option  of SFAS No. 123, "Accounting for Stock-Based
Compensation".  Accordingly,  compensation  cost  for  stock  options  issued to
employees  is  measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire  the  stock.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

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

NEW  STANDARDS  IMPLEMENTED

In  January  2003,  the  FASB  issued  SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosures."  This statement provides alternative
methods  of  transition for a voluntary change to the fair value based method of
accounting  for  stock-based employee compensation.  In addition, this Statement
also  amends  the  disclosure  requirements  of  SFAS  No.  123  to require more
prominent and frequent disclosures in the financial statements about the effects
of  stock-based  compensation.  The  transitional guidance and annual disclosure
provisions  of this Statement were effective for the December 31, 2002 financial
statements.

SFAS  149 - In April 2003, the FASB issued SFAS 149, Amendments of Statement 133
on  Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies
accounting  for derivative instruments, including certain derivative instruments
embedded  in  other  contracts and hedging activities under SFAS 133, Accounting
for  Derivative  Instruments and Hedging Activities.  In general, this Statement
is  effective for contracts entered into or modified after June 30, 2003 and for
hedging  relationships designated after June 30, 2003.  The adoption of SFAS 149
did  not  have  an  impact  on  the  Company's financial condition or results of
operations.

SFAS  150  -  In  May  2003,  the  FASB  issued SFAS 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity, which
provides  standards  for how an issuer classifies and measures certain financial
instruments  with characteristics of both liabilities and equity.  The Statement
is  effective  for  financial instruments entered into or modified after May 31,
2003  and  for pre-existing instruments as of the beginning of the first interim
period  beginning  after June 15, 2003.  The adoption of SFAS 150 did not have a
material  impact  on the Company's financial condition or results of operations.

FASB  Interpretation  No.  45 - In November 2002, the FASB issued interpretation
No.  45,  Guarantor's  Accounting  and  Disclosure  Requirements for Guarantees,
including indirect Guarantees of Indebtedness of Others (FIN 45). Beginning with
transactions  entered  into  after  December  31,  2002, FIN 45 requires certain
guarantees  to  be  recorded  at  fair  value,  which  is  different  from prior
accounting practices, which was generally to record a liability only when a loss
was  probable  and  reasonably  estimable,  as defined in SFAS 5, Accounting for
Contingencies.  In  general,  FIN  45  applies  to  contracts or indemnification
agreements  that  contingently  require  the  Company  to  make  payments  to  a
guaranteed third-party based on changes in an underlying asset, liability, or an
equity  security  of the guaranteed party. In accordance with FIN 45 the Company
will  record guarantees entered into after December 31, 2002, as a liability, at
fair  value.

RECLASSIFICATIONS

Certain 2002 amounts have been reclassified to conform to the 2003 presentation.

(2)     ACQUISITIONS  AND  DIVESTITURES

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. The company recorded
the  fair  value  of the assets of $46,500 and charged the balance of $23,500 to
operations  as purchased development expenses for which feasibility has not been
established  and;  which  has  no  alternative  future  uses.

During  March  2003,  the  company  acquired 30,000 shares of preferred stock in
Vidyah,  Inc.,  a  private  entity,  for  $15,000  in  cash.

On  October  27,  2003 the Company acquired the assets of Florida based Pagers N
Phones  for  $27,000  in  cash  and agreed to issue 300,000 shares of restricted
stock.

(3)     PROPERTY  AND  EQUIPMENT

Major  classes  of  property  and equipment together with their estimated useful
lives,  consisted  of  the  following:

<TABLE>
<CAPTION>



<S>                                             <C>    <C>           <C>
                                                       December 31
                                                       ------------
                                                Years          2003    2002
                                                       ------------  ------
Office equipment . . . . . . . . . . . . . . .      7  $     55,139  $4,600
                                                -----  ------------  ------
Less accumulated depreciation and amortization                8,698     657
                                                             46,441  $3,943
                                                       ------------  ------
</TABLE>



(4)     CONVERTIBLE  DEBENTURE

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 Form
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. As of December 31,
2003  the  amount  of  debenture  was  increased  to  $412,500.

(5)     CAPITAL  STOCK  AND  STOCK  OPTIONS

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  1993.

During April 2001, the Company issued 142,500 shares of the 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.  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  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 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 $120,000 paid in common stock.
The  Company  subsequently  withdrew  the registration statement and charged the
$141,000  in  offering  costs  to  operations.

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  2003  and  2002.

Changes  in  options  outstanding  under  the  plan  are  summarized as follows:

<TABLE>
<CAPTION>



<S>                                        <C>               <C>

                                           Number of shares  Weighted Average Exercise Price
                                           ----------------  --------------------------------
Outstanding at December 31, 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
Exercise. .  Number       Average           Exercise
Price . . .  Outstanding  Contractual Life  Price
===========  -----------  ----------------  --------
0.81- 1.38        4,000         6.1 years  $    1.14
1.50- 2.75      594,000         6.7 years  $    1.50
-----------  -----------  ----------------  ---------
</TABLE>



The  following  details  the  warrants  outstanding  as  of  December  31, 2003:
<TABLE>
<CAPTION>



<S>                          <C>         <C>


                             Underlying  Exercise
                             Shares      Price
                             ==========  =========
Warrants issued during 2000   1,036,000  $    1.50
                             ----------  ---------
</TABLE>

                       FTS WIRELESS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002



(6)     INCOME  TAXES
The  Company  accounts  for  income taxes under SFAS 109, "Accounting for Income
Taxes",  which  requires  use  of  the liability method.  SFAS 109 provides that
deferred  tax  assets  and  liabilities  are  recorded  based on the differences
between  the  tax 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  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>           <C>

                                         December 31
                                         ------------
                                          2003       2002
                                   ------------
Federal statutory income tax rate     (297,000)  (277,000)
                                   ------------  ---------
Valuation allowance . . . . . . .      297,000    277,000
                                             -          -
                                   ------------  ---------
</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>            <C>
                                        December 31
                                        =============
Reconciling items: . . . . . . .          2003          2002
                                  -------------
Net operating loss carryforward:  $  1,793,000   $ 1,496,000
                                  -------------  ------------
Less valuation allowance . . . .    (1,793,000)   (1,496,000)

Net deferred tax asset . . . . .  $          -   $         -
</TABLE>



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

(7)     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  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.

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
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 if 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  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.  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.  At December 31, 2002, $45,000 of
unpaid  salary  is  included  in  accounts  payable  -  related  party.

(8) 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  in 2002 and 2003. In addition the Company has working capital
and  stockholders'  deficits  at  December  31,  2003.

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  financing 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.

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.

ITEM  8A.  CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

Our  Chief  Executive  Officer  and  Chief  Financial  Officer  evaluated  the
effectiveness of our disclosure controls and procedures as  of  the  end  of the
quarter  covered  by  this  Annual  Report  on  Form  10-KSB.  Based  on  this
evaluation,  the  Chief  Executive  Officer  and   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.

CHANGES  IN  INTERNAL  CONTROLS

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


                                    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.


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

Name                        Age            Position
---------------------      -----         -----------
Scott Gallagher           37           Chairman  of  the  Board of Directors,
                                        Chief  Executive  Officer and President

Linda Ehlen               54           Director, Chief Financial Officer

David R.  Rasmussen       37           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 and Philadelphia. Prior to co-founding
Avalon  Investment  Fund,  Mr.  Gallagher  was  a  manager  and  founder  of the
Langhorne,  Pennsylvania  office  for  Scottsdale  Securities,  Inc., a national
brokerage  firm  based  in  St.  Louis,  Missouri. Mr. Gallagher previously held
S.E.C.  licenses series 7, 63 and 24 all of which were retired in good standing.

LINDA  EHLEN. Ms. Ehlen has served on our board of directors since February 7th,
2004.  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 principal and 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.

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 2003. 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>

                           Summary Compensation Table
<S>                             <C>    <C>      <C>          <C>
                                                                 Long-term
                                   Annual Compensation          Compensation
                                ---------------------------   ------------------
                                                Other Annual  Securities
Name and Position                Year  Salary   Compensation  Underlying Options
-------------------------------  ----  ------   ------------  ------------------

Scott Gallagher                  2003  $100,000*    $25,000
                                 2002  $201,000*    $25,000
 Chairman of the Board and       2001     NA
 Chief Executive Officer

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         2002     NA(**)

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


<FN>
Mr.  Landhuis  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.

(*)In  2003,  Mr.  Gallagher  accrued substantially all of his salary and bonus.


(**)  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.
</TABLE>

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  currently  compensated  $2,000  per quarter beginning January of
2002.  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  2003  and  there were no stock options exercised by any of the
named  executive  officers  in  fiscal  year  2003.

AUDIT  COMMITTEE

We do not have a separate Audit Committee.  Our full Board of Directors performs
the functions usually designated to an Audit Committee.  Linda Ehlen, a Director
and  our  Chief  Financial  Officer,  qualifies  as an "audit committee
financial  expert"  under  the  rules of the Securities and Exchange Commission.


COMPLIANCE  WITH  SECTION  16(a).
------------------------------

Section  16(a) of the Exchange Act, as amended, requires our executive officers,
directors  and persons who beneficially own more than 10% of our 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, 2003, we believe
Forms  3,  4  or  5  were  timely  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  1049C  Oxford  Valley Rd., Levittown,
Pennsylvania  19057,  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                        *

All  Officers  and  Directors
as  a  Group  (3  persons)              5,280,367                    30.73%


5%  Beneficial  Owners:

LeRoy  Landhuis(2)                      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 17,388,519 shares of our common stock outstanding as of December 31, 2004.

(2)  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

On January 5, 2002, we entered into a lease settlement agreement with our 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, we issued 2,135,540 shares of common stock in
relation to this settlement. The difference between the fair market value of the
common  stock  and  the  assigned  value was recorded as a charge to operations.

During  August  and  September 2002 we 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 we 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 we issued 2,135,540 shares of common
stock valued at $270,064 related to a lease settlement. These shares were valued
at  their  fair  market  value on the date an agreement was reached to issue the
shares.

ITEM  13.  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.

10.2  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  reference.

10.3  Asset  Purchase Agreement dated as of February 14, 2003 by and between FTS
Apparel,  Inc.  and Simply Cellular, Inc. included as exhibit 2.1 to our Current
Report  on  Form  8-K,  dated  February  24,  2003  and  incorporated  herein by
reference.

10.4  Subscription  Agreement  between the Company and Dutchess Private Equities
Fund,  LP.  included  as  exhibit  10.1 to our Current Report on Form 8-K, dated
February  24,  2003  and  incorporated  herein  by  reference.

10.5 Debenture Agreement between the Company and Dutchess Private Equities Fund,
LP.  included  as exhibit 10.2 to our Current Report on Form 8-K, dated February
24,  2003  and  incorporated  herein  by  reference.

10.6  Registration  Rights  Agreement  between  the Company and Dutchess Private
Equities  Fund,  LP. included as exhibit 10.3 to our Current Report on Form 8-K,
dated  February  24,  2003  and  incorporated  herein  by  reference.

10.7 Escrow Agreement between the Company and Dutchess Private Equities Fund, LP
included  as  exhibit 10.4 to our Current Report on Form 8-K, dated February 24,
2003  and  incorporated  herein  by  reference.

10.8  Debenture  Exchange  Agreement  between  the  Company and Dutchess Private
Equities  Fund,  LP  included as exhibit 10.5 to our Current Report on Form 8-K,
dated  February  24,  2003  and  incorporated  herein  by  reference.

10.9  Addendum  to  the  Subscription  Agreement dated July 21, 2003 between the
Company  and  Dutchess Private Equities Fund, LP included as Exhibit 10.1 to our
Current  report  on  form  8-K  dated  July  22, 2003 and incorporated herein by
reference

10.10  Amended Debenture between the Company and Dutchess Private Equities Fund,
LP.  included  as Exhibit 10.2 to our Current Report on Form 8-K, dated July 22,
2003,  and  incorporated  by  reference.

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

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

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

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

10.15  Investment  Agreement  between  the Company and Dutchess Private Equities
Fund,  LP  dated  January  9,  2004  included as Exhibit 10.15 to our SB-2 filed
on  January  28,  2004  and  incorporated  herein  by  reference.

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

10.17  Placement  Agent  Agreement  among the Company, Dutchess Private Equities
Fund  and  Charleston  Capital  Securities  dated  January  9,  2004 included as
Exhibit  10.17  to our SB-2 filed on January 28, 2004 and incorporated herein by
reference.

14.1     Code  of  Ethics

31.1  Section  302  Certification  of  the  Chief  Executive  Officer

31.2  Section  302  Certifications  of  the  Chief  Financial  Officer

32.1  Section  906  Certifications  of the Chief Executive Officer and the 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.

ITEM  14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

AUDIT  FEES

For  their  audit of our annual financial statements and for their review of our
Quarterly  Reports  on  Form  10-Q,  R.E.  Bassie and Co. entered into an annual
agreement whereby we pay a fixed monthly rate of $2,700 for substantially all of
its  annual  SEC  related  accounting  fee's  during  2004.  For the year ending
December  31,  2002  we  paid  approx.  $32,540  in  accounting  fee's.

TAX  FEES

For  their  review of tax matters, Stark Winter Schenkein & Co., LLP billed us a
total  of  $1,250  in  2002  and  $1,250  in  2003.

ALL  OTHER  FEES

Stark  Winter  Schenkein  &  Co., LLP billed us $1,220 related to a registration
statement  on  Form  SB-2  and  $720 for review of a contract in the fiscal year
ended  December  31,  2002.  Stark  Winter  Schenkein & Co., LLP billed us $8235
related  to a registration statement on Form SB-2 and $865 related to a proposed
merger  in  the  fiscal  year  ended  December  31,  2003.

The  Board  has considered whether the provision of the services described above
under  the  caption "All Other Fees" is compatible with maintaining Stark Winter
Schenkein  &  Co.,  LLP's  and  R.E.  Bassie  and  Co.'s  independence.



                                   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 Levittown, Pennsylvania on the 14th
day  of  April,  2004.

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


By:  /s/  Linda  Ehlen
   ------------------------------------------------
  Linda  Ehlen,  Chief  Financial  Officer  ,  Director



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/  David  R.  Rasmussen          Director                   April  14th,  2004
------------------------
David  R.  Rasmussen