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 18~~April 4, 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) 749-8800

(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~~On 2March 19, 2008, we entered into an asset purchase agreement with US Biodefense, Inc.01, a ~~COMPLETION~~Utah OFcorporation, ~~ACQUISITION~~pursuant ORto ~~DISPOSITION~~which OFUS ~~ASSETS~~Biodefense agreed to purchase 100% of the common stock and assume full operating control of the directories and all funds received by our wholly-owned subsidiary, Elysium Internet, Inc., a Florida corporation, beginning on the closing date which took place on April 4, 2008. Upon closing of this transaction, Elysium ceased to be our wholly-owned subsidiary and became a wholly-owned subsidiary of US Biodefense. Mr. Scott Gallagher, our Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of US Biodefense.

~~ITEM~~Pursuant to ~~2.03~~the ~~CREATION~~asset OFpurchase Aagreement, ~~DIRECT~~in ~~FINANCIAL~~exchange ~~OBLIGATION~~for ORa ANwholly-owned ~~OBLIGATION~~interest ~~UNDER~~in Elysium, ANUS ~~OFF~~Biodefense agreed to assume all liabilities related to the acquired assets and operation of Elysium. In addition, US Biodefense agreed to issue us a non-~~BALANCE~~interest ~~SHEET~~bearing ~~ARRANGEMENT~~promissory OFnote Afor ~~REGISTRANT~~$1,500,000 and upon acceptance by the Utah Secretary of State of a Certificate of Designation, issue us 250 shares of a new class of US Biodefense preferred stock which will be convertible into 60% of the issued and outstanding shares of US Biodefense’s common stock as of the date of our first conversion.

~~Effective~~The ~~March~~promissory ~~18,~~note ~~2008,~~is ~~together~~payable ~~with~~by ~~our~~US ~~wholly-owned~~Biodefense ~~subsidiary~~in ~~OTG~~12 ~~Technologies~~monthly installments of ~~Group~~$125,000 ~~Inc.,~~beginning a30 ~~Florida~~days ~~corporation,~~after weit ~~entered~~closes ~~into~~ a ~~binding~~financing ~~letter~~ of ~~intent with~~at Onleast ~~The Go Healthcare~~$250, ~~Inc~~000., ~~whereby~~The entire weprincipal ~~agreed~~amount tois ~~purchase~~due ~~certain~~to ~~assets~~us ~~of On~~no ~~The~~later Gothan ~~Healthcare’s~~January ~~value-added reseller business unit~~3, ~~dba~~2010. OnIf ~~The Go~~US ~~Technologies~~Biodefense ~~Group,~~misses ~~including~~a ~~its~~payment ~~goodwill~~on ~~and~~the ~~intellectual property~~note, and ~~in addition,~~such wepayment ~~agreed~~is tonot ~~assume~~made Onwithin ~~The~~7 business Godays, ~~Technologies~~it ~~Group’s~~will ~~trade~~be ~~contracts beginning~~in ~~March~~default ~~18,~~under ~~2008.~~the Innote ~~exchange~~and ~~for~~upon ~~the~~receipt ~~foregoing,~~of weour notice ~~agreed~~of ~~to pay $4~~default,~~000,000. The~~ ~~$4,000,000~~it ~~purchase price~~ will behave ~~comprised~~7 ofbusiness ~~a promissory~~days ~~note~~to ~~issued~~cure tosuch Ondefault. ~~The~~In Gothe event ~~Healthcare~~that ~~and~~the ~~our~~default ~~assumption~~is ofnot Oncured ~~The~~within ~~Go Technologies~~the ~~Group’s~~prescribed ~~vendor~~time ~~debt~~period, ina ~~the~~default simple ~~amount~~interest rate of ~~$1,100,000~~15% ~~and~~per ~~$2,900,000, respectively,~~annum ~~subject~~will tobe ~~adjustment~~applied ~~based~~to onany aamounts ~~final~~under ~~determination~~the note offor ~~vendor debt~~which ~~outstanding~~payment onhas ~~the~~not ~~effective~~been ~~date~~made.

~~The~~In ~~promissory~~addition, ~~note~~upon ~~will~~our ~~have~~providing aUS ~~face~~Biodefense ~~value~~with a notice of $1default,~~100,000~~ ~~and~~we will have bethe ~~payable~~right into ~~cash payments~~convert ofthe ~~$150,000~~defaulted payments on the ~~first~~note ofinto ~~each~~shares ~~month,~~of ~~beginning~~US Biodefense ~~April~~common 1,stock ~~2008,~~at ~~until paid~~a inconversion ~~full. On~~rate ~~The~~of Go70% ~~Healthcare~~of ~~may,~~the atclosing ~~its~~price ~~sole~~of ~~option, extend~~our ~~the~~common ~~first~~stock, ~~payment~~as ~~due~~reported ~~date~~on inthe ~~writing. If~~Over-the-Counter weBulletin doBoard, ~~not~~or ~~make~~OTCBB, ~~a scheduled~~for ~~payment on~~ the ~~promissory~~5 ~~note~~trading ~~within~~days ~~three~~prior ~~business~~to ~~days~~its ~~after~~receipt of a ~~payment~~conversion ~~due date,~~notice. weWe ~~will~~may bealso convert inup ~~default~~to on15% of the ~~promissory~~outstanding ~~note~~balance ~~and~~of Onthe ~~The~~note Gointo ~~Healthcare~~shares ~~may,~~of US atBiodefense ~~its~~common ~~sole~~stock ~~option, convert~~ any ~~unpaid~~time ~~principal~~after ~~that~~90 ~~would~~days ~~have~~from ~~been~~the ~~due~~issuance ~~on such~~ date ~~into shares~~ of ~~our~~the note ~~restricted~~at ~~common~~a ~~stock. The~~ conversion rate isof 9585% of the ~~lowest~~ closing ~~best~~price ~~bid prices~~ of ~~our~~its common stock, as reported on the ~~three~~ OTCBB, for the 5 trading days prior to Onthe ~~The~~receipt ~~Go Healthcare’s delivery~~ of a ~~notice of~~ conversion notice.

IfWith respect ~~after~~to ~~180 calendar days following~~ the issuance of ~~common~~ ~~stock~~our ~~pursuant~~securities todescribed ~~the~~above, ~~default~~we ~~provisions~~relied ofon the ~~promissory note, the~~ ~~value~~Section of4(2) ~~the~~exemption ~~common~~from ~~stock~~securities weregistration ~~issued~~under ~~is less than~~ the ~~amount~~federal ~~of principal~~securities ~~converted,~~laws ~~and~~for Ontransactions ~~The~~not Goinvolving ~~Healthcare~~any ~~still~~public ~~holds~~offering. ~~the~~No ~~common~~advertising ~~stock~~or general ~~then,~~solicitation wewas ~~will, within~~employed ~~ten~~in ~~business~~offering ~~days~~the ~~following~~securities. ~~the~~The ~~180th~~securities were ~~day,~~issued ~~pay~~to Onaccredited investors. The Gosecurities ~~Healthcare~~were ~~in cash~~offered orfor ~~common~~investment purposes ~~stock,~~only inand ~~our~~not ~~discretion,~~for the ~~amount~~purpose byof ~~which~~resale ~~such~~or ~~value~~distribution, ~~falls~~and the ~~short~~transfer ofthereof ~~the~~was ~~principal~~appropriately ~~amount~~restricted ~~converted~~by us.

~~This~~The ~~report~~foregoing ~~contains~~description ~~forward-looking~~of ~~statements~~the ~~that~~asset ~~involve~~purchase ~~risks~~agreement and ~~uncertainties. You~~ ~~should~~the ~~not~~promissory ~~place undue reliance on these~~note ~~forward-looking~~does ~~statements. Our~~not ~~actual~~purport ~~results~~to ~~could~~be ~~differ materially~~complete ~~from~~and ~~those~~is ~~anticipated~~qualified in ~~the~~its ~~forward-looking~~entirety ~~statements~~by ~~for~~reference ~~many~~to ~~reasons including~~ the ~~risks~~full ~~described~~text inof ~~our~~the ~~annual~~Asset ~~report~~Purchase onAgreement ~~Form 10-K~~ and ~~other~~ ~~filings we make from time to time filed with~~ the ~~Securities~~Promissory ~~and~~Note ~~Exchange~~due ~~Commission.~~January ~~Although~~3, ~~we believe the expectations reflected in the forward-looking statements are reasonable~~2010, ~~they~~filed ~~relate only to events~~ as ofExhibits ~~the date~~10.1 onand ~~which the statements are made~~10. We2 ~~do not intend~~ to ~~update any of the forward-looking statements after the date of~~ this ~~document~~report toand ~~conform~~incorporated ~~these~~herein ~~statements to actual results or to changes in our expectations, except as required~~ by ~~law~~reference.

~~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 report to conform these statements to actual results or to changes in our expectations, except as required by law.

WeITEM ~~will include financial statements required to be filed by Item 2~~9.01 ~~of this report on Form 8-K in an amendment filed to this report within 71 days after the date this report is filed~~EXHIBITS.

EXHIBIT NUMBER		DESCRIPTION
10.1		Asset Purchase Agreement between the Company and US Biodefense, Inc., dated March 19, 2008 (filed herewith).
10.2		Promissory Note due January 3, 2010, issued to the Company by US Biodefense, Inc. (filed herewith).

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	~~March~~April 2610, 2008
		/s/ Scott Gallagher
		(Signature)
		Name: Scott Gallagher
		Title: Chief Executive Officer

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