UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March ~~December 13~~18, ~~2007~~ 2008

FTS GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-24829	84-1416864
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



300 State Street East, Suite 226, Oldsmar, Florida		34677
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (813) 749-~~8805~~8800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.0301 ~~CREATION~~COMPLETION OF AACQUISITION ~~DIRECT FINANCIAL OBLIGATION~~ OR ANDISPOSITION ~~OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT~~ OF ~~A REGISTRANT~~ASSETS.

~~On December~~ITEM 29, 2005, we entered into a transaction with certain investors in which we agreed to issue up to $1,896,551 of secured, convertible promissory notes with an original discount of 21%, common stock and warrants to purchase shares of our common stock2. On03 ~~December~~CREATION ~~13,~~OF 2007, we agreed to amend the terms of the secured convertible promissory notes as well as certain transaction documents to be consistent with the terms of the amended Notes. Pursuant to the terms of the amended Notes, such amended Notes are convertible by the holder, at any time, into shares of our common stock, subject to certain conditions, at a fixed per share conversion price equal to the lesser of (A) ~~$0.04~~DIRECT orFINANCIAL ~~(B)~~OBLIGATION ~~70% of the~~OR ~~average~~AN ofOBLIGATION ~~closing~~UNDER ~~bid~~AN ~~price~~OFF-BALANCE ~~for~~SHEET ~~the~~ARRANGEMENT ~~five~~OF ~~trading days prior to the conversion date. Under the original terms, the Notes were convertible at a fixed per share conversion price equal to the lesser of (~~A) $0REGISTRANT.~~04 or (B) 85% of the average closing bid price for the five trading days prior to the conversion date.~~

InEffective ~~addition~~March 18, ~~the~~2008, ~~holders~~together with our wholly-owned subsidiary OTG Technologies Group, Inc., a Florida corporation, we entered into a binding letter of intent with On The Go Healthcare, Inc., whereby we agreed to ~~waive~~purchase ~~any~~certain ~~and~~assets ~~all~~of On ~~past~~The ~~defaults~~Go ~~and~~Healthcare’s ~~liquidated~~value-added reseller business unit, dba On The Go ~~damages~~Technologies inGroup, ~~any~~including ofits ~~the~~goodwill ~~documents~~and ~~related~~intellectual property, and in addition, we agreed to ~~the~~assume ~~original~~On ~~transaction~~The ~~through~~Go Technologies Group’s trade contracts ~~December~~beginning 13March 18, ~~2007~~2008. We ~~also~~In exchange for the foregoing, we agreed to ~~increase~~pay $4,000,000. The ~~the~~$4,000,000 ~~aggregate~~purchase price will be comprised of a ~~principal~~promissory ~~amount~~note issued to On The Go Healthcare and our assumption of On The Go Technologies Group’s vendor debt in the ~~notes~~amount ~~from~~of $1,~~896~~100,~~551~~000 toand $12,~~991~~900,~~379~~000, respectively, subject to adjustment based on a final determination of vendor debt outstanding on the effective date.

The ~~description~~promissory ofnote ~~the~~will ~~transaction~~have ~~contained~~a ~~herein~~face isvalue ~~qualified~~of in$1,100,000 ~~its~~and ~~entirety by reference~~will tobe ~~the~~payable ~~Form~~in cash payments of ~~Class~~$150,000 Aon ~~Common~~the ~~Stock~~first ~~Purchase~~of ~~Warrant~~each month, ~~Form~~beginning ofApril ~~Class B Common~~1, ~~Stock~~2008, ~~Purchase~~until paid ~~Warrant,~~in ~~Form~~full. On ofThe ~~Secured~~Go ~~Convertible~~Healthcare ~~Promissory Note~~may, ~~Subscription Agreement~~ ~~between~~at ~~the~~its ~~Company~~sole ~~and~~option, ~~the~~extend ~~Subscribers,~~the ~~dated~~first ~~December~~payment ~~29,~~due ~~2005, Guaranty~~date ~~Agreement~~in ~~between~~writing. If ~~the Company~~we ~~and~~do ~~Barbara~~not ~~Mittman,~~make ~~dated~~a ~~December~~scheduled payment ~~29,~~on ~~2005,~~the ~~Security~~promissory ~~Agreement~~note ~~between the~~within ~~Company~~three ~~and~~business ~~Barbara~~days ~~Mittman,~~after ~~dated~~a ~~December~~payment 29due date, ~~2005,~~we ~~Security~~will ~~and~~be ~~Pledge Agreement~~in ~~between~~ default on the ~~Company~~promissory note and ~~Barbara~~On ~~Mittman,~~The ~~dated~~Go ~~December~~Healthcare 29may, ~~2005~~at ~~and~~its ~~Collateral~~sole ~~Agent~~option, ~~Agreement~~convert ~~among~~any ~~Barbara~~unpaid R.principal ~~Mittman~~that ~~and~~would ~~the~~have ~~parties identified~~been due on such ~~Schedule~~date Ainto shares of ~~the~~our ~~Collateral~~restricted ~~Agent~~common ~~Agreement,~~stock. The ~~dated December~~conversion ~~29, 2005,~~rate ~~included~~is as95% ~~Exhibits~~of to the ~~report~~lowest onclosing ~~Form~~best ~~8-K,~~bid ~~filed~~prices ~~January~~of 5,our ~~2006 and incorporated~~common ~~herein~~stock byon ~~reference~~the three ~~and~~trading ~~Amendment~~days ~~No.~~prior 1 to ~~Transaction~~On ~~Documents, dated~~The ~~December~~Go ~~13,~~Healthcare’s ~~2007,~~delivery ~~filed~~of asa ~~Exhibit~~notice 10of conversion.~~1, to this report.~~

~~This report~~If ~~contains~~after ~~forward-looking~~180 ~~statements~~calendar ~~that~~days ~~involve~~following ~~risks~~the ~~and uncertainties. We generally uses words such as “believe,” “may,”~~issuance ~~“could,” “will,” “intend,”~~ of ~~“expect,” “anticipate,” “plan,”~~common ~~and~~stock ~~similar~~pursuant ~~expressions~~ to ~~identify forward-looking statements. You~~ ~~should~~the ~~not~~default ~~place undue~~provisions ~~reliance~~of ~~on these forward-looking statements. Our actual results could differ materially from those anticipated in~~ the ~~forward-looking~~promissory ~~statements for many reasons~~note, ~~including~~ the ~~risks described in our Form 10-KSB and other~~ ~~reports~~value ~~filed~~of ~~with~~ the ~~Securities~~common ~~and~~stock ~~Exchange Commission. Although~~ we ~~believe~~ ~~the~~issued ~~expectations~~is ~~reflected~~less in than the ~~forward-looking statements are reasonable, they relate only~~ toamount ~~events as~~ of ~~the date on which~~principal ~~the statements are made~~converted, and ~~our~~ ~~future~~On ~~results,~~The ~~levels~~Go ofHealthcare ~~activity, performance~~still orholds ~~achievements~~the ~~may~~common ~~not~~stock ~~meet~~then, ~~these~~we ~~expectations. We do not~~will, ~~intend~~within toten ~~update~~business ~~any~~days offollowing the ~~forward-looking~~180th ~~statements~~day, ~~after~~pay ~~the~~On ~~date~~The ofGo ~~this~~Healthcare in ~~report~~cash toor ~~conform~~common ~~these~~stock, ~~statements~~in toour ~~actual~~discretion, ~~results~~the oramount toby ~~changes~~which insuch ~~our~~value falls ~~expectations,~~short ~~except~~of asthe ~~required~~principal byamount ~~law~~converted.

~~ITEM~~This report 9contains forward-looking statements that involve risks and uncertainties.01 You ~~FINANCIAL~~should ~~STATEMENTS~~not ~~AND~~place ~~EXHIBITS~~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 in our annual report on Form 10-K and other filings we make from time to time filed with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. 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.

EXHIBIT NUMBER		DESCRIPTION
10.1		Amendment No. 1 to Transaction Documents, between the Company and Signatories thereto, dated December 13, 2007 (filed herewith).

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

We will include financial statements required to be filed by Item 2.01 of this report on Form 8-K in an amendment filed to this report within 71 days after the date this report is filed.

SIGNATURE

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

		FTS Group, Inc.
		(Registrant)
Date	~~December~~March 1926, ~~2007~~2008
		/s/ Scott Gallagher
		(Signature)
		Name: Scott Gallagher
		Title: Chief Executive Officer

Filing Compare · FTS GROUP, INC.