UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-~~QSB~~Q

(MARK ONE)


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2008
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT OF

1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE

ACT OF 1934 FOR THE TRANSITION PERIOD FROM

__________ TO __________

COMMISSION FILE NUMBER 000-24829

FTS GROUP, INC.

(~~exact~~ Exact name of ~~small~~registrant ~~business issuer~~ as specified in its charter)

Nevada	84000-~~1416864~~24829	84-1416864
(State or Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

300 State ~~St.~~Street East, ~~Suite~~ Suite 226, Oldsmar, Florida 34677

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Office) (Zip Code)

(813) 749-8805

(~~issuer'~~Registrant’s telephone number), including area code)

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

~~Indicate by~~(Former ~~check~~name, ~~mark~~former ~~whether~~address ~~the~~and ~~registrant is a shell company (as defined in Rule~~former ~~12b-2~~fiscal ofyear, ~~the~~if ~~Exchange~~changed ~~Act).~~since ~~Yes~~last ~~|_| No |X|~~report)

AsIndicate ~~of September~~by ~~30,~~check ~~2007,~~mark whether the registrant: (1) wehas ~~had~~filed all reports required to be filed by Section ~~159,234,925~~13 ~~shares~~or 15(d) of ~~common~~the ~~stock,~~Securities ~~par~~Exchange Act of 1934 ~~value~~during ~~$0.001~~the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~outstanding~~and (2) has been subject to such filing requirements for the past 90 days. Yes R No o

~~Transitional~~Indicate ~~Small~~by ~~Business~~check ~~Disclosure~~mark ~~Format~~whether ~~(check~~the ~~one):~~registrant ~~Yes~~is ~~|_|~~a Nolarge ~~|X|~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	FTS GROUP, INC.
	TABLE OF CONTENTS
PART I. FINACIAL INFORMATION		Page
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis or Plan of Operation		12
Item 3. Controls and Procedures		15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3. Defaults of Senior Securities		16
Item 4. Submission of Matters to a Vote of Security Holders		16
Item 5. Other Information		16
Item 6. Exhibits		16

Large accelerated filer o	Accelerated filer o

Non-accelerated filer (do not check if a smaller reporting company) o	Smaller reporting company þ

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

As of May 15, 2008, 397,807,653 of the issuer’s common stock, $0.001 par value, were outstanding.

	FTS GROUP, INC.
	TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page

Item 1. Financial Statements		1

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		2

Item 3. Quantitative and Qualitative Disclosures about Market Risk		3

Item 4T. Controls and Procedures		3

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		4

Item 1A. Risk Factors		4

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4

Item 3. Defaults of Senior Securities		4

Item 4. Submission of Matters to a Vote of Security Holders		4

Item 5. Other Information		4

Item 6. Exhibits		4

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS .

Condensed Consolidated Financial Statements (Unaudited)	Page
Condensed Consolidated Financial Statements		Page
Balance Sheets - September 30, 2007 and December 31, 2006	2
Balance Sheets - March 31, 2008 (unaudited) and December 31, 2007 (audited)		F-1
Statements of Operations - Three and Nine months ended September 30, 2007 and 2006	3
Statements of Operations - Three months ended March 31, 2008 (unaudited) and 2007 (unaudited)		F-2
Statements of Cash Flows- Nine months ended September 30, 2007 and 2006	4
Statements of Cash Flows - Three months ended March 31, 2008 (unaudited) and 2007 (unaudited)		F-3
Notes to Condensed Consolidated Financial Statements	5	F-4

Table of Contents

FTS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
MARCH 31, 2008 AND DECEMBER 31, 2007
Assets		2008				2007	~~2007~~	~~2006~~
		(unaudited)				(audited)
Current assets:
Cash and cash equivalents	~~Cash and cash equivalents~~$	2,733			$	$21,713	~~25,030~~	~~$ 115,056~~
	Restricted cash						-	-
Accounts receivable		78,917				71,987
	Accounts receivable						34,956	130,025
Inventories		315,460				285,168
	Inventories, net						365,305	373,734
Prepaid expenses and current assets		102,763				172,767
	Prepaid expenses and current assets						448,925	247,686
Total current assets		499,873				551,635
			Total current assets				874,216	866,501
Property and equipment, net of accumulated depreciation			60,491				121,986
Property and equipment, net of accumulated depreciation							157,642	303,641
Domain Portfolio			315,087				238,156
Domain portfolio							236,511	-
Unamortized discount on convertible debt			144,935				192,991
Unamortized discount on convertible debt							168,485	232,925
Goodwill			5,177,696				5,177,696
Unamortized debt issuance costs							-	29,573
Deposits			6,386				6,386
Investments							-	92,505
Total assets	$		6,204,468		$		6,288,850
Goodwill							5,177,696	5,177,696
Deposits							16,482	16,482
			Total assets			$	6,631,032	$ 6,719,323
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	~~Accounts payable and accrued expenses~~$		757,257		$	$	~~735~~802,~~235~~238	~~$ 548,707~~
	Current portion of notes payable to related parties, net of discount						2,567,817	1,820,215
Notes payable			1,595,250				1,601,000
	Convertible debentures-current portion						1,154,074	1,238,321
Officer note payable			109,666				4,000
	Current installments of long-term debt-equipment loans						-	4,824
Related party notes payable			75,000				75,000
			Total current liabilities				4,457,126	3,612,067
Related party convertible debt			1,643,077				2,079,822
Fair value of derivative liabilities			46,466				~~286~~115,~~972~~049	~~453,039~~
Convertible debentures								-
Total current liabilities			4,226,716				4,677,109
Long-term debt to related parties, less current installments							-	1,000,000
Total liabilities			4,226,716				4,677,109
			Total liabilities				4,744,098	5,065,106
Commitments and contingencies
Stockholders' equity:
10% Convertible preferred stock, Series A, $0.01 par value:	~~10% Convertible preferred stock, Series A, $0.01 par value:~~
150,000 shares authorized; 0 shares issued and outstanding		~~150,000 shares authorized; 0 shares issued and outstanding~~	-				-	-
Preferred stock, $0.01 par value, 4,850,000 undesignated	~~Preferred stock, $0.01 par value, 4,850,000 undesignated~~
shares authorized, none issued		~~shares authorized, none issued~~	-				-	-
Convertible preferred stock, Series B, $0.01 par value:	~~Convertible preferred stock, Series B, $0.01 par value:~~
		1,000,000 Shares authorized, issued and outstanding at September 30, 2007.					10,000	10,000
1,000,000 Shares authorized, issued and outstanding at March 31, 2008 and December 31, 2007			10,000				10,000
Common stock, $.001 par value. Authorized 855,000,000 shares:	~~Common stock, $.001 par value. Authorized 855,000,000 shares:~~
		159,234,925 shares issued and outstanding at September 30, 2007.
174,205,601 shares issued and outstanding at December 31, 2007,
		137,650,469 shares issued and outstanding at December 31, 2006.					159,235	137,650
314,206,221 shares issued and outstanding at March 31, 2008			314,206				174,206
	Additional paid-in capital						12,598,452	12,231,626
Deferred stock compensation			(7,500	)			(10,000	)
	Accumulated deficit						(10,867,420)	(10,704,226)
Additional paid-in capital			13,173,876				12,745,977
			Total stockholders' equity				1,900,267	1,675,050
Accumulated deficit			(11,512,830	)			(11,308,442	)
Deferred stock compensation							(13,333)	(20,833)
Total stockholders' equity			1,977,752				1,611,741
Total liabilities and stockholders' equity	$		~~Total liabilities and stockholders' equity~~6,204,468		$	$	6,~~631~~288,~~032~~850	~~$ 6,719,323~~
See accompanying notes to consolidated financial statements.

2F-1

Table of Contents

FTS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
	Three Months Ended September 30,						Nine Months ended September 30
	2008			2007
	2007			2006			2007			2006
	(unaudited)			(unaudited)
				(Restated)						(Restated)
REVENUES	$	1,565,255		$	1,801,420
Revenues	$	1,826,229		$	1,645,247		$	5,393,322		$	4,912,254
COST OF GOODS SOLD		650,573			727,331
Cost of goods sold		740,754			530,754			2,187,495			1,586,747
GROSS PROFIT		914,682			1,074,089
Gross profit		1,085,475			1,114,493			3,205,827			3,325,507
GENERAL AND ADMINISTRATIVE EXPENSES		1,127,336			1,081,684
General and administrative expenses		1,214,015			1,008,030			3,294,968			3,082,858
INCOME (LOSS) FROM OPERATIONS		(212,654	)		(7,595	)
Income (loss) from operations		(128,540	)		106,463			(89,141	)		242,649
OTHER INCOME (EXPENSE)
Other income (expense)
Change in fair value of derivative liabilities		68,583			60,254
Change in fair value of derivative liabilities		96,132			315,966			166,067			(336,909	)
Gain on disposal of assets		16,872			-
Interest		(13,393	)		(74,828	)		(240,115	)		(184,420	)
Interest expense		(77,189	)		(169,524	)
		82,739			241,138			(74,048	)		(521,329	)
TOTAL OTHER INCOME (EXPENSES)		8,266			(109,270	)
Net income (loss)	$	(45,801	)	$	347,601		$	(163,189	)	$	(278,680	)
NET INCOME (LOSS)	$	(204,388	)	$	(116,865	)
Per share information:
PER SHARE INFORMATION:
Weighted average shares outstanding
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		~~157~~219,~~574~~934,~~154~~698			~~114~~137,~~977~~868,~~066~~401			~~154,142,294~~			~~112,767,697~~
Diluted		~~157~~219,~~574~~934,~~154~~698			~~117~~137,~~230~~868,~~110~~401			~~154,142,294~~			~~122,383,360~~
Net loss per common share:
NET LOSS PER COMMON SHARE:
Basic	$	(0.00	)	$	(0.00	)	$	~~(0.00~~	)	$	~~(0.00~~	)
Diluted	$	(0.00	)	$	(0.00	)
	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.00	)
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.

F-2

Table of Contents

FTS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
										2007		2006
		2008				2007
												(Restated)
		(unaudited)				(unaudited)
Cash flows from operating activities:
Net income (loss)	~~Net income (loss)~~$	(204,388		)	$	(116,865		)	$	~~(163,189)~~	$	~~(278,680)~~
	Adjustments to reconcile net income (loss) to net cash provided by
Adjustments to reconcile net income to net cash used in operating activities:
		(used in) operating activities:
Depreciation and amortization		67,551				146,753
			Depreciation and amortization							366,539		291,042
Common shares issued for services		74,900				-
			Common shares issued for services							-		98,400
Amortization of debt discount		-				2,679
			Amortization of debt discount							13,775		-
Amortization of deferred stock compensation		2,500				2,500
			Amortization of deferred stock compensation							7,500		6,667
(Gain) Loss on disposal of assets		(16,872		)		-
			Loss on disposal of assets							87,607		-
Change in fair value of derivative liabilites		(68,583		)		(60,254		)
			Change in fair value of derivative liabilities							(166,067)		336,909
(Increase) decrease in operating assets:
			(Increase) decrease in operating assets:
Accounts receivable		(6,930		)		111,651
				Accounts receivable						95,069		(72,191)
Inventories		(37,421		)		45,005
				Inventories						8,429		(192,152)
Prepaid expenses		70,004				(95,448		)
				Prepaid expenses						(201,239)		338,947
Increase (decrease) in operating liabilities:
				Other assets						-		(1,043)
Accounts payable and accrued expenses		36,269				38,099
			Increase (decrease) in operating liabilities:
Net cash used in operating activities		(82,970		)		74,120
				Accounts payable and accrued expenses						197,990		(356,808)
Cash flows from investing activities:
					Net cash provided by (used in) operating activities					246,414		171,091
Payments for investments			-				(22,229	)
Cash flows from investing activities:
Proceeds from disposal of assets			66,000				-
	Net assets 100% acquisition of See World Satellites, Inc.									-		(206,100)
Purchase of domain names			(76,931	)			-
	Investment in private entities									(35,874)		(59,339)
Net cash used in investing activities			(10,931	)			(22,229	)
	Capital expenditures for property and equipment									(14,860)		(88,177)
Cash flows from financing activities:
	Expenditures for acquisition of intellectual property									(108,132)
Proceeds from notes payable related parties			127,259				20,000
	Proceeds from funding restricted for investment in acquisition									-		(440,000)
Repayments of notes payable-truck loans			-				(1,830	)
	Release of restriction on funding proceeds for investment in acquisition									-		1,060,000
Repayments of notes payable to individuals			(5,750	)			(125,000	)
	Payment to See World Satellites, Inc. acquisition									-		(1,000,000)
Repayment of loans from related parties			(46,588	)			(2,500	)
					Net cash provided by (used in) investing activities					(158,866)		(733,616)
Net cash provided by financing activities			74,921				(109,330	)
Cash flows from financing activities:
Net decrease in cash			(18,980	)			(57,439	)
	Proceeds from issuance of stock									-		665,964
Cash at beginning of year			21,713				115,056
	Proceeds from convertible debentures									-		30,000
Cash at end of year	$		2,733		$		57,617
	Proceeds from notes payable related parties									45,000		-
Supplemental schedule of cash flow informtion:
	Repayments of notes payable-truck loans									(4,824)		(12,411)
Interest paid	$		-		$		1,911
	Repayments of notes payable to individuals									(162,500)		635,002
Supplemental disclosure of non-cash investing and financing activities:
	Repayment of loans from related parties									(55,250)		(973,753)
Stock issued in exchange for convertible debentures	$		436,745		$		72,847
					Net cash provided by (used in) financing activities					(177,574)		344,802
Stock issued as loan inducements	$		-		$		245,283
					Net decrease in cash					(90,026)		(217,723)
Reassignment of note payable from Richard Miller to Funds	$		-		$		1,000,000
Cash at beginning of year										115,056		243,079
See accompanying notes to consolidated financial statements.
Cash at end of year									$	25,030	$	25,356
Supplemental schedule of cash flow information:
	Interest paid								$	4,822		4,524
Supplemental disclosure of non-cash investing and financing activities:
	Stock issued in exchange for convertible debentures								$	136,647		8,085
	Acquisition of See World Satellites, Inc.
		Final negotiated purchase price of 100% of See World Satellites, Inc. stock							$	-		5,500,000
		Amount financed through formal promissory note								-		(3,500,000)
		Paid in preferred stock of FTS Group, Inc.								-		(1,000,000)
		Due upon contact execution completion-restricted cash at 3/31/2006								-		(500,000)
						Cash paid for See World Satellites, Inc. acquisition			$	-		500,000
	Stock issued as loan inducements								$	251,764	$	-
		Reassignment of note payable from Richard Miller to Funds							$	1,000,000	$
See accompanying notes to consolidated financial statements.

4F-3

Table of Contents

FTS GROUP, INC. ~~AND SUBSIDIARIES~~

NOTES TO ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~September~~MARCH 3031, ~~2007~~2008

(UNAUDITED)

(1) Summary of Significant Accounting Policies

~~Organization~~ORGANIZATION, ~~Ownership~~OWNERSHIP ~~and~~AND ~~Business~~BUSINESS

FTS Group, Inc. (the "Company"), is a holding company incorporated under the laws of the State of Nevada. The Company is focused on developing, acquiring and investing in cash-flow positive businesses and viable business ventures primarily in the Internet, ~~wireless~~Wireless and ~~technology~~Technology industries. Through its ~~two~~ wholly-owned ~~wireless~~ subsidiaries, See World Satellites, Inc., ~~and~~ FTS Wireless, Inc., OTG Technologies Group, Inc. and Elysium Internet, Inc., the Company ~~operates~~has acquired and developed a diversified wireless business engaged in the ~~installation~~ ~~and~~ distribution of next generation wireless communications, ~~and~~ entertainment products and services for businesses and consumers alike. ~~The~~Elysium Internet, Inc. owns and operates an Internet advertising media business focused in the local directory market. The Company's wholly-owned subsidiary, See World Satellites, Inc., is a ~~leading~~ ~~installer~~leading ~~and~~ distributor of satellite television systems and related products ~~and~~ and services for DISH Networks in the western Pennsylvania marketplace. The Company's wholly-owned subsidiary, FTS Wireless, Inc., is aan ~~retail~~emerging ~~distributor~~retail of wireless ~~communications~~distributor ~~products and accessories primarily~~ operating in the gulf coast market of Florida. ~~Through~~The Company’s ~~its third~~ wholly-owned subsidiary, ~~Elysium Internet~~OTG Technologies, Inc., ~~the~~was ~~Company~~formed ~~operates~~to aacquire information ~~diversified~~technology, ~~Internet~~or IT, ~~advertising and directory business~~assets. ~~Elysium~~ ~~owns~~The ~~and~~Company ~~operates~~sold ~~a network of advertising related web sites through~~ its ~~extensive domain portfolio, as well~~Elysium ~~as a~~Internet business ~~directory~~on ~~targeting~~April ~~the~~4, ~~therapeutic provider community~~2008. ~~Elysium currently has several other directory sites under development.~~

~~Critical~~BASIS ~~Accounting~~OF ~~Policies and Estimates~~PRESENTATION

~~The~~These ~~preparation~~condensed ofinterim consolidated financial statements inhave ~~conformity~~been ~~with~~prepared ~~accounting principles~~in accordance with generally accepted accounting principles in the United States of America ~~requires~~(“US ~~management to make judgments and estimates~~GAAP”).

The interim results of operations are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2008. The Company’s financial ~~believes~~statements contained herein are unaudited and, in the ~~following~~opinion ~~critical~~of management, ~~accounting~~contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the period presented. The Company’s accounting policies ~~affect~~and certain other disclosures are set forth in the notes to the consolidated financial statements contained in the Company’s Annual Report on ~~more~~Form ~~significant~~10-KSB/A ~~judgments~~for ~~and~~the ~~estimates~~year ~~used~~ended December 31, 2007 filed on May 15, 2008. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto. The preparation of financial ~~its~~statements in conformity with US GAAP requires management to make ~~consolidated~~estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Principles~~PRINCIPLES ofOF ~~Consolidation~~CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: FTS Wireless, Inc., See World Satellites, Inc., ~~and~~OTG Technologies Group, Inc., and Elysium Internet, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.

~~The~~USE ~~accompanying~~OF unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2007 are not indicative of the results that may be expected for the year ending December 31, 2007.ESTIMATES

The accompanying financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Company's annual financial statements and footnotes thereto. For further information, refer to the Company's audited consolidated financial statements and related footnotes thereto included in the Company's annual report on Form 10-KSB, as amended, for the year ended December 31, 2006.

Cash and Cash Equivalents

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

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 included in the results of operations. Depreciation is computed over the estimated useful lives of the assets (3-20 years) using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Maintenance and repairs are charged to operations as incurred.

Intangible Assets

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

Table of Contents

Impairment of Long-Lived Assets

Realization of long-lived assets, including goodwill, is periodically assessed by the management of the Company. Accordingly, in the event that facts and circumstances indicate that property and equipment, and intangible or other assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if a write-down to market value is necessary. In management's opinion, there was no impairment of such assets at September 30, 2007 or December 31, 2006.

Revenue Recognition

The Company recognizes revenue from the activation of new wireless customers and the sale of wireless handsets, airtime and accessories at the time of activation or sale. The Company also recognizes revenue when a customer signs up for advertising through its Internet directory site or when it generates Pay Per Click (“PPC”) advertising revenue through its Internet affiliate relationships.

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

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

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

Income Taxes

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

Earnings Per Share

The basic net earnings (loss) per common share is computed by dividing the net earnings (loss) by the weighted average number of shares outstanding during a period. Diluted net earnings (loss) per common share is computed by dividing the net earnings, adjusted on an as-if-converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three and nine months ended September 30, 2007 and 2006, potential dilutive securities that had an anti-dilutive effect were not included in the calculation of diluted net earnings (loss) per common share. These securities include options to purchase shares of common stock.

Advertising Costs

The cost of advertising is expensed as incurred. Advertising expense was $90,854 and $74,629 for the nine months ended September 30, 2007 and 2006, respectively.

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~~F-~~Based Compensation~~4

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

Table of Contents

Fair Value of Derivative Financial Instruments

The Company estimates the fair value of complex derivative financial instruments that are required to be carried as liabilities at fair value pursuant to Statement on Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133).

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company frequently enters into certain other financial instruments and contracts, such as debt financing arrangements, preferred stock arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts or (iii) may be net-cash settled by the counterparty to a financing transaction. As required by SFAS 133, these instruments are required to be carried as derivative liabilities, at fair value, in the Company’s financial statements.

The Company estimates fair values of derivative financial instruments using various techniques, and combinations thereof, that are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), the Company considers, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, the Company generally uses the Black-Scholes option valuation technique, since it embodies all of the requisite assumptions, including trading volatility, estimated terms and risk free rates, necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, the Company generally uses the Flexible Monte Carlo valuation technique since it embodies all of the requisite assumptions, including credit risk, interest-rate risk and exercise/conversion behaviors, that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, the Company projects and discounts future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the Company’s trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes.

New Accounting Standards

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

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

The guidance in that opinion, however, included certain exceptions to that principle. This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date this statement was issued. Management believes the adoption of this statement has not impacted the financial statements of the Company.

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

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

(2) Property and Equipment

Major classes of property and equipment, together with their estimated useful lives, consisted of the following at ~~September~~March 3031, ~~2007~~2008 and December 31, ~~2006~~ 2007:

	Years	~~2007~~2008		~~2006~~2007
Leasehold Improvements	5	4,032		~~142~~4,~~822~~032
Furniture and Fixtures	5	~~208~~138,252		~~194~~208,~~340~~252
Equipment	3-5	~~120~~92,~~583~~595		~~120~~92,~~583~~595
Vehicles	3	18,777		2518,777
Total property and equipment		~~351~~253,~~644~~656		~~483~~323,~~522~~656
Less: accumulated depreciation		(~~194~~193,~~002~~165	)	(~~179~~201,~~881~~670	)
Net property and equipment		~~157~~60,~~642~~491		~~303~~121,~~641~~986

Depreciation expense for the nine months ended September 30, 2007 and 2006 was $72,575 and $92,237, respectively

Table of Contents

(3) Going Concern

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is contingent upon its ability to expand its operations and secure additional financing. ~~The~~Failure ~~Company~~to ~~has~~secure ~~warrants~~financing ~~outstanding~~or ~~that~~expand ifoperations ~~exercised~~may ~~will~~result ~~provide~~in the ~~for~~Company ~~additional~~not ~~operating~~being ~~capital,~~able ~~however~~to ~~there~~continue isas noa ~~guarantee~~going ~~that the warrants will be exercised~~concern. The Company ishad ~~pursuing additional financing options~~an inaccumulated ~~order~~deficit toof ~~raise~~$11,512,830 ~~funds~~as ~~required~~of toMarch ~~reduce~~31, ~~outstanding~~2008 ~~debt~~and ~~obligations~~negative ~~and~~cash flows ~~execute~~from ~~its~~operations ~~operating~~of ~~and~~$82,970 ~~expansion~~for ~~plans.~~the ~~Failure~~six tomonths ~~secure~~ended ~~financing~~March ~~or expand~~31, ~~operations~~2008. Additionally, ~~may~~the ~~result~~Company was in ~~the~~default ~~Company~~on ~~not~~approximately ~~being~~$3,300,000 in ~~able~~debts owed to ~~continue~~creditors as aof ~~going concern~~March 31, 2008. The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(4) ~~Convertible~~ Debt

The table below details transactions related to the loan payable to the Company's Chief Executive Officer during the three months ended March 31, 2008:

Beginning balance payable, as of December 31, 2007	$	4,000
Accrued interest		-
Advances from Chief Executive Officer		112,098
Ending balance payable	$	116,098

Notes Payable

The table below details the balances owed to various creditors of the Company under several notes payable as of March 31, 2008 and December 31, 2007, all of which were in default as of March 31, 2008:

	March 31, 2008		December 31, 2007

Richard Miller	$	1,587,500	$	1,587,500
Philip Holman		7,750		13,500
	$	1,595,250	$	1,601,000

Related Party Notes Payable

The table below details the balances owed to Alpha Capital as of March 31, 2008 and December 31, 2007, which was in default as of March 31, 2008:

	March 31, 2008		December 31, 2007

Alpha Capital	$	75,000	$	75,000

Related Party Convertible Debts

The table below details the balances owed to various creditors of the Company as of March 31, 2008 and December 31, 2007, all of which were in default as of March 31, 2008:

	March 31, 2008		December 31, 2007

Institutionals *	$	1,643,077	$	2,079,822

* Represents various mutual funds which were issued convertible debentures in 2006 and 2005.

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

On January 3, 2005, the Company acquired See World Satellites, Inc., a Pennsylvania corporation. As part of the purchase price for See World, currently a wholly-owned subsidiary of the Company, the Company agreed to issue a promissory note in the amount of $3,500,000. On January 22, 2007, the Company assigned a $1,000,000 portion of this Note to four investors (the "Assignees"). The Company issued a Note to each Assignee with a combined principle amount of $1,000,000. The Notes bear interest at a rate of 20% which was paid in the form of an original issue discount to the Notes. Payments are due to each Assignee in accordance with their pro rata share.

As consideration for the assignment, the Company agreed to issue 15,000,000 shares of common stock to be distributed pro rata among the Assignees of the Notes. The shares were issued in accordance with Rule 506 of Regulation D under the Securities Act of 1933, as amended, in that:

- · the sales were made to ansophisticated or accredited ~~investor~~investors, as defined in Rule ~~501~~502; ~~and~~

- · the Company gave ~~the~~each Assignee the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which itthe Company possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished.;

~~The Company~~· ~~accounted~~at ~~for~~a ~~the~~reasonable ~~issuance~~time ofprior ~~stock~~to ~~and warrants under~~ the ~~convertible notes~~sale ~~in line with the provisions~~ of ~~EITR 00-27 which states that when a debt instrument includes detachable instruments such as warrants~~securities, the ~~proceeds of the issuance should be allocated to the convertible instrument and the detachable instruments in proportion to their relative fair market values. Accordingly, the~~ Company ~~calculated~~advised ~~fair~~each ~~value~~Assignee of the ~~stock~~limitations ~~based~~ on ~~current~~resale ~~market~~in ~~price and fair value of~~ the ~~warrants~~manner ~~using~~contained ~~the~~in ~~Black-Scholes~~Rule ~~pricing model. Total proceeds from the funding were then allocated among debt and equity based on their relative fair values.~~502(d)2;

·	neither the Company nor any person acting on its behalf sold the securities by any form of general solicitation or general advertising; and

·	the Company exercised reasonable care to assure that each Assignee of the securities is not an underwriter within the meaning of Section 2(11) of the Securities Act of 1933 in compliance with Rule 502(d).

The Company accounted for the issuance of stock and warrants under the convertible notes in line with the provisions of Emerging Issues Task Force "EITF" 00-27 which states that when a debt instrument includes detachable instruments such as warrants, the proceeds of the issuance should be allocated to the convertible instrument and the detachable instruments in proportion to their relative fair market values. Accordingly, the Company calculated fair value of the stock based on current market price and fair value of the warrants using the Black-Scholes pricing model. Total proceeds from the funding were then allocated among debt and equity based on their relative fair values.

(5) Income Taxes

~~Income~~United ~~taxes~~States ~~for~~of the interim periods were computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. The estimated federal income tax expense for the three and nine months ended September 30, 2007 and 2006 is eliminated by net operating loss carry forwards.America

~~(6)~~Income taxes for the interim periods were computed using an effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. The estimated federal income tax expenses for the three months ended March 31, 2008 and 2007 are eliminated by net ~~Operating~~operating ~~Leases~~loss carry forwards.

The Company leases real property for its six retail locations and its corporate office. Four of the locations have lease terms ranging from one to five years while two locations are on a month-to-month basis.Nevada

The Company is incorporated in the State of Nevada in the United States of America but does not conduct business in Nevada. Nevada does not have corporate income taxes, franchise taxes or other significant taxes or fees for doing business as a Nevada corporation. As a result, there is no provision for Nevada income taxes and there are no deferred tax amounts related to Nevada as of March 31, 2008.

(6) Commitments and Contingencies

Operating Leases

The Company leases real property for its retail locations and its corporate office. Four of the locations have lease terms ranging from one to five years while two locations are on a month-to-month basis.

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

		Annual
Year Ending		Payments
Year Ending December 31,		Payments
2007	$	28,250
2008	$	56,600
2008		93,600
2009		52,800
2010		52,800
2011		52,800
2012		17,600
	$	~~297~~232,~~850~~600

Rent expense was $9036,~~982~~963 and $9253,~~849~~927 for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~ 2008 and ~~2006~~2007, respectively.

Litigation

We may be involved from time to time in ordinary litigation that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against the company or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

(7) Concentration of Credit Risk

The Company's concentrations of credit risk consist principally of Accounts Receivable and Accounts Payable. ~~The Company purchases approximately 95% of its satellite system supplies from Echostar Satellite~~Historically, ~~L.L.C.~~the ~~and DISH Network Service, L.L.C. The~~ Company ~~further purchases~~ has purchased approximately 90% of its telephone ~~supplies~~ ~~from~~and ~~one~~satellite ~~vendor,~~television ~~Metro~~supplies ~~PCS~~from two vendors. Additionally, these ~~three~~same two vendors are also major customers of the Company who provide ~~products that generate~~ over 9080% of revenue.

(8) Stock

On January 515, ~~2007,~~2006 the Company issued 1,~~000~~500,000 restricted common shares ofto ~~common stock~~Scott Gallagher relating to ~~the~~a ~~conversion~~two ofyear ~~$40,000~~employment ofagreement ~~debt~~entered atinto aon ~~price~~November 15, ~~of $0~~2005.~~04 per share.~~

OnDuring ~~January~~the 22three months ended March 31, ~~2007~~2006, the Company issued 151,~~000~~500,000 restricted shares of common stock to ~~four~~an ~~accredited~~officer ~~investors~~of the Company relating to a $two year employment agreement dated February 1,~~000,000 financing~~ 2006.

OnDuring ~~February~~the 13three months ended March 31, ~~2007~~2006, the Company issued ~~160~~2,~~177~~250,000 restricted shares of common stock ~~relating~~ valued at $0.02 per share to ~~the~~an ~~conversion~~officer of ~~$4,627~~the ofCompany ~~debt~~to reduce atan aoutstanding ~~price~~debt obligation of $045,000.~~029 per share.~~

OnDuring ~~February~~the 14three months ended March 31, ~~2007~~2006, the Company issued ~~188~~2,~~857~~500,000 restricted shares of common stock ~~relating~~ tovalued ~~the~~at ~~conversion~~$0.02 ofper ~~$4,627~~share to an officer of ~~debt~~the atCompany as a ~~price~~success ofbonus ~~$0.025~~for ~~per share~~2005.

OnDuring the three months ended March 1 31, ~~2007~~2006, the Company issued ~~263~~1,~~911~~000,000 ~~restricted~~ shares of its ~~common~~Series B Convertible Preferred stock to ~~two investors~~Mr. ~~relating~~Richard toMiller, the ~~conversion~~former owner and current President of $6See World Satellites,~~940~~ Inc. The conversion rate for the Series B Convertible Preferred Stock is 25 shares of ~~debt~~common atstock for aeach ~~price~~share of $0Series B Convertible Preferred Stock.~~026~~ The shares of Series B ~~per~~Convertible Preferred Stock may be converted into common stock at any time after January 3, 2008, at the option of the Company or that of the holder. The Series B Convertible Preferred Stock has no voting rights. Each share is worth $1.00.

On ~~March 16~~January 14, ~~2007~~2008, the Company issued ~~246~~1,~~050~~307,190 restricted shares of common stock to an institutional investor relating to the conversion of $910,~~710~~000 of debt at a price of $0.~~039~~0765 per share.

On ~~March 30~~January 31, ~~2007~~2008, the Company issued ~~275~~840,~~430~~336 restricted shares of common stock to ~~two investors~~an institutional investor relating to the conversion of $65,~~940~~000 of debt at a price of $0.~~025~~ 00595 per share.

On ~~May~~February 48, ~~2007~~ 2008, the Company issued ~~230~~948,~~303~~766 restricted shares of common stock to an institutional investor relating to the conversion of $35,~~800~~000 of debt at a ~~price~~ price of $0.~~0165~~00527 per share.

On March ~~June 11~~3, ~~2007~~2008, the Company issued ~~199~~2,~~117~~083,333 restricted shares of common stock to an institutional investor relating to the conversion of $310,~~800~~000 of debt at a price of $0.~~01908~~0048 per share.

On March ~~June 14~~3, ~~2007~~2008, the Company issued ~~705~~8,~~882~~000,000 restricted shares of common stock to antwo ~~institutional~~consultants ~~investor~~for ~~relating~~services rendered to the ~~conversion of $14,400 of debt at a price of $0~~Company.~~02040 per share.~~

On March ~~June 18~~6, ~~2007~~2008, the Company issued ~~245~~4,~~098~~613,610 restricted shares of common stock to an institutional investor relating to the conversion of $520,000 of debt at a price of $0.~~02040~~004335 per share.

On March ~~July 9~~18, ~~2007~~2008, the Company issued ~~588~~5,~~235~~263,157 restricted shares of common stock to an institutional investor relating to the conversion of $1120,000 of debt at a price of $0.~~01870~~0038 per share.

On March ~~July 30~~31, ~~2007~~2008, the Company issued ~~208~~5,~~905~~692,599 restricted shares of common stock to an institutional investor relating to the conversion of $315,~~800~~000 of debt at a price of $0.~~01819~~002635 per share.

On March ~~July 30~~31, ~~2007~~2008, the Company issued ~~750~~2,~~000~~928,257 restricted shares of common stock to an institutional investor relating to athe conversion of $2510,000 ~~loan~~of ~~agreement~~debt ~~entered~~at ~~into~~a price of $0.003415 per share.

OnThe ~~September~~securities ~~18,~~issued ~~2007,~~in the ~~Company~~foregoing ~~issued~~transactions ~~1,522,491~~were ~~shares~~made ofin ~~common~~reliance ~~stock~~upon toRule ~~an institutional~~506 ~~investor~~of ~~relating~~Regulation toD under the ~~conversion~~Securities Act of ~~$22~~1933,~~000~~ ofas ~~debt~~amended, atby athe ~~price~~fact ~~of $0.0145 per share.~~that:

~~Common Stock~~· the sales were made to sophisticated or accredited investors, as defined in Rule 502;

~~Holders of~~· ~~shares~~the ofCompany ~~common~~gave ~~stock are entitled to one vote for~~ each ~~share~~purchaser ~~on all matters to be voted on by~~ the ~~stockholders.~~opportunity ~~Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled~~ to ~~share~~ask ~~ratably in~~questions ~~dividends,~~and ifreceive ~~any,~~answers asconcerning ~~may be declared from time to time by~~ the ~~Company's Board~~terms ofand ~~Directors,~~conditions ~~in its discretion, from funds legally available therefore, subject to the rights~~ of ~~Preferred stockholders. Holders of common stock have no preemptive rights to purchase~~ the ~~Company’s~~offering ~~common~~and ~~stock. There are no conversion or redemption rights or sinking fund provisions with respect~~ to ~~the common~~ ~~stock.~~obtain Inany ~~the~~additional ~~event~~information ofwhich the Company's ~~liquidation,~~possessed ~~dissolution~~ or ~~winding up,~~could ~~the~~acquire ~~holders~~without ofunreasonable ~~common~~effort ~~stock~~or ~~are~~expense ~~entitled~~that tois ~~share~~necessary ~~pro rata all assets remaining after payment in full of all liabilities, subject~~ to verify the ~~rights~~accuracy of ~~Preferred~~ ~~stockholders.~~information ~~Please refer to the discussion below under "Preferred Stock."~~furnished;

8· at a reasonable time prior to the sale of securities, the Company advised each purchaser of the limitations on resale in the manner contained in Rule 502(d)2;

~~Table~~ · neither the Company nor any person acting on its behalf sold the securities by any form of ~~Contents~~ general solicitation or general advertising; and

~~Preferred Stock~~· the Company exercised reasonable care to assure that each purchaser of the securities is not an underwriter within the meaning of Section 2(11) of the Securities Act of 1933 in compliance with Rule 502(d).

~~The~~COMMON Company's Articles of Incorporation, as amended, vest its Board of Directors with authority to divide the Company’s Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation, as amended, in respect to, among other things, (i) the number of shares to constitute such series and the distinctive designations thereof; (ii) the rate and preference of dividends, if any, the time of payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue; (iii) whether Preferred Stock may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (iv) the liquidation preferences payable on Preferred Stock in the event of involuntary or voluntary liquidation; (v) sinking fund or other provisions, if any, for redemption or purchase of Preferred Stock; (vi) the terms and conditions by which Preferred Stock may be converted, if the Preferred Stock of any series are issued with the privilege of conversion; and (vii) voting rights, if any. A total of 150,000 shares were designated Series A Preferred Stock. However, no shares of Series A are outstanding. All Series A Preferred shares have an issue price and preference on liquidation equal to $1.00 per share. The Series A Preferred shares accrue dividends at the rate of 10% per annum during the first two years following issuance, which dividends are payable in cash and are cumulative. During the third through fifth years in which the Series A Preferred shares are outstanding, the holders are entitled to 3.75% of the Company's net profits, also payable in cash. The Company may redeem this Series A Preferred Stock at any time following notice to the holder for an amount equal to the issue price, plus any accrued but unpaid dividends.STOCK

~~The~~Holders ~~Series~~of Ashares ~~Preferred~~of ~~shares~~common stock are ~~convertible~~entitled ~~into~~to ~~shares~~one ofvote ~~the~~for ~~Company's~~each ~~common~~share on all matters ~~stock~~to atbe voted on by the ~~option~~stockholders. Holders of ~~the~~common ~~holder~~stock ondo anot ~~one-for-one~~have cumulative ~~basis~~voting atrights. ~~any~~Holders ~~time~~of upcommon stock have no preemptive rights to purchase the ~~fifth~~ ~~anniversary~~Company’s ofcommon ~~the issuance~~stock. OnThere ~~the~~are ~~fifth~~no ~~anniversary,~~conversion ~~the~~or ~~Series A~~redemption ~~Preferred~~rights ~~shares~~or ~~automatically~~sinking ~~convert~~fund ~~into~~provisions ~~shares~~with ofrespect to the ~~Company's~~ common stock. ~~The~~Holders ~~conversion~~of common ~~rate~~stock isare ~~subject~~entitled to ~~adjustment~~share ratably in ~~certain~~dividends, ~~events~~if any, ~~including~~as may be ~~stock~~declared ~~splits~~from ~~and~~time ~~dividends.~~to ~~Holders~~time ofby ~~our~~the ~~Series~~Company's ABoard ~~Preferred~~of ~~Stock~~Directors ~~are~~in ~~entitled~~its discretion tofrom ~~one~~funds ~~vote~~legally ~~for~~available ~~each~~therefore, ~~share~~subject ~~held~~to the rights of ~~record~~Preferred stockholders. ~~Holders~~Please ofrefer to the ~~Series A~~ discussion below under "Preferred Stock." ~~vote~~In the ~~with~~event ~~holders~~ of the Company's liquidation, dissolution or winding up, the holders of common stock asare ~~one~~entitled to share pro rata all assets remaining after ~~class~~payment in full of all liabilities, subject to the rights of Preferred Stockholders.

AtPREFERRED June 30, 2007, a total of 1,000,000 shares were designated Series B Convertible Preferred Stock and all 1,000,000 shares are outstanding. Upon liquidation (voluntary or otherwise), dissolution or winding up of the Company, holders of Series B Convertible Preferred Stock will receive their pro rata share of the total value of the assets and funds of the Company to be distributed, assuming the conversion of Series B Convertible Preferred Stock to common stock. The holders of shares of Series B Convertible Preferred Stock shall not be entitled to receive dividends and shall have no voting rights. As of June 1, 2006, the shares of Series B Convertible Preferred Stock are redeemable at $2.00 per share solely at the Company's option.STOCK

~~Any~~The Company's Articles of Incorporation, as amended, vest its Board of Directors with authority to divide its preferred stock into series and to fix and determine the relative rights and preferences of the shares of ~~Series~~any Bsuch ~~Convertible~~series so ~~Preferred~~established ~~Stock~~to ~~may~~the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation, atas amended, in respect to, among other things, (i)the number of shares to constitute such series and the distinctive designations thereof; (ii)the rate and preference of dividends, if any, the time of ~~after~~payment ~~January 3~~of dividends, whether dividends are cumulative and the date from ~~2008~~which any dividend shall accrue; (iii) whether Preferred Stock may be redeemed and, atif so, the ~~option~~redemption price and the terms and conditions of redemption; (iv) the ~~holder~~liquidation orpreferences payable on Preferred Stock in the ~~Company~~event of involuntary or voluntary liquidation; (v) sinking fund or other provisions, if any, for redemption or purchase of Preferred Stock; (vi) the terms and conditions by which Preferred Stock may be converted, ~~into~~if ~~fully-paid~~the preferred stock of ~~and~~any ~~nonassessable~~series ~~shares~~are issued with the privilege of ~~common~~conversion; ~~stock~~and (vii) voting rights, if any. ~~The~~A ~~number~~total of 150,000 shares ofwere ~~common~~designated ~~stock~~Series A Preferred Stock, tohowever, ~~which~~none aare ~~holder~~outstanding. ofAll Series BA ~~Convertible~~Preferred shares have an issue price and preference on liquidation equal to $1.00 per share. The Series A Preferred ~~Stock~~shares ~~shall~~accrue bedividends ~~entitled~~at the rate of 10% per annum during the first ~~upon~~two years following issuance, which dividend is payable in cash and is acumulative. ~~conversion~~During ~~shall~~the bethird through fifth year in which the ~~product~~Series ~~obtained~~A byPreferred shares ~~multiplying~~are outstanding, the ~~number~~holders are entitled to 3.75% of ~~shares~~the Company's net ofprofits, ~~Series~~also Bpayable ~~Convertible~~in ~~Preferred~~cash. The Company may redeem this Series A Preferred Stock ~~being~~at ~~converted~~any bytime 25following notice to the holder for an amount equal to the issue price, plus any accrued but unpaid dividends.

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

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

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

(9) Options and Warrants

Options

The Company had a Non-Qualified Stock Option and Stock Grant Plan. For the year ended December 31, 2005, the Company had not granted any options. Under the Plan, the Company's Board of Directors had reserved 2,500,000 shares that may have been granted at the Board of Directors' discretion. No option may have been granted after July 27, 2007 and the maximum term of the options under the Plan is ten years. In accordance with SFAS 123R, the Company reviewed the provisions of the Plan and its related outstanding options to comply with the required fair value analysis component to SFAS 123R that took effect January 1, 2006. During this analysis, the Company determined that the 598,000 options previously issued have expired and are no longer outstanding as of January 1, 2006, per Plan provisions.

Warrants

The following details warrants outstanding as of ~~September~~March 3031, ~~2007~~2008:

~~The~~In ~~Company~~accordance ~~had~~with ~~3,000,000~~the ~~warrants~~subscription ~~outstanding~~agreement relating to athe ~~dividend~~private ~~declared~~placement the toCompany closed during the period ended March 31, 2005, the Company issued the ~~stockholders~~following warrants. Investors received two classes of ~~record~~warrants, onClass ~~August~~A 27and Class B Warrants, ~~2004~~for each share of common stock purchased. The ~~warrants~~B ~~had~~Warrants had an initial exercise price of $0.08 and the A Warrants had an initial exercise price of $0.2512. The Company filed the terms and ~~expired~~conditions of the financing and registration rights in March 2005 in a Current Report on ~~August~~Form 78-K. The funds raised in the private placement were primarily used for working capital, costs ~~2007~~related to the opening of new locations and to reduce outstanding liabilities.

InThe table ~~accordance~~below ~~with~~summarizes ~~the~~warrants issued ~~subscription~~prior ~~agreement relating~~ to ~~the~~December ~~private placement the Company closed during the period ended March 31,~~ 2005, ~~the Company issued the following warrants. Investors received two classes of warrants, Class A~~ and ~~Class~~ ~~B Warrants, for each share of common stock purchased. The B Warrants~~still ~~had an~~outstanding ~~initial~~as ~~exercise price~~ of ~~$0.08 and~~ the Aperiod ~~Warrants~~ended ~~had an initial exercise price of $0.12. The Company filed the terms and conditions of the financing and registration rights in~~ March ~~2005 on Form 8-K. The funds raised in the private placement were primarily used for working capital~~31, ~~costs related to the opening of new locations and to reduce outstanding liabilities~~2008.

The table below summarizes warrants issued prior to December 2005 and still outstanding as of the period ended Septmber 30, 2007.

	March 31, 2008
	Underlying Shares		Exercise Price
Warrants issued during 2000	1,036,000	$	1.50
Warrants issued during 2004 (Expired on August 7, 2007)	0	$	0
Warrants issued during 2004 and 2005, A Warrants	4,956,250	$	0.045

	September 30, 2007		September 30, 2007
	Underlying Shares		Exercise Price
Warrants issued during 2000	1,036,000	$	1.50
Warrants issued during 2004 (Expired on August 7, 2007)	0	$	0
Warrants issued during 2004 and 2005, A Warrants	4,956,250	$	0.045

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

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

9The Company filed the terms and conditions of the financing and registration rights in January 2006 in a Current Report on Form 8-K. The funds raised in the private placement were primarily used for the acquisition of the Company's wholly-owned subsidiary, See World Satellites, Inc.

~~Table~~The table below summarizes the Class A and B Warrants outstanding as of March 31, ~~Contents~~2008, relating to the financing closed on December 29, 2005.

The Company filed the terms and conditions of the financing and registration rights in January 2006 on Form 8-K. The funds raised in the private placement were primarily used for the acquisition of the Company's wholly-owned subsidiary, See World Satellites, Inc.

	March 31, 2008
	Underlying Shares		Exercise Price
Warrants issued in December 2005
A Warrants		46,465,550	$	0.02868
B Warrants (new)		11,458,338	$	0.04

~~The~~Based on the table ~~below~~ ~~summarizes~~of ~~the Class~~ A and B Warrants ~~outstanding~~related asto ofthe ~~September~~December 3031, ~~2007~~ 2005 financing, ~~relating~~the following tosummarizes the ~~financing~~settlement ~~closed~~alternatives onat ~~December~~each ~~29,~~balance ~~2005.~~sheet date assuming net settlement in shares:

	September 30, 2007			September 30, 2007
		March 31, 2008				December 31, 2007
	Underlying Shares			Exercise Price
		Shares	Fair Value			Shares	Fair Value
Warrants issued in December 2005
A Warrants		46,465,550	$46,466			46,465,550	$115,049
A Warrants		46,465,550		$	0.02868
B Warrants-Old (Expired )		0	$0			0	$0
B Warrants		11,774,437		$	0.0239
B Warrants-New		11,458,338	$0			11,458,338	$0
B Warrants (new)		11,458,338		$	0.04
		57,923,888	$46,466			57,923,888	$115,049

AtBased on ~~September~~the ~~30,~~terms ~~2007,~~of 1Subscription Agreement in conjunction with Black-Scholes methodology of calculating fair value amounts,~~185,350~~ ~~restricted~~a ~~shares~~change ~~due~~in tothe ~~one~~price of the Company's ~~investors~~common shares is one factor in a four factor calculation which also ~~remained~~considers ~~unissued~~volatility, risk-free interest rate and time until expiration. A rise in Company stock will generally have the affect of increasing fair value. This however, is offset by decreasing life until expiration.

~~(10)~~Although, the stockholders did authorize an increase in shares from 150,000,000 to 855,000,000 in October 2006, the warrants are still classified as a derivative in total. Per EITF-0019, the reset provision in the Subscription Agreement prevents the warrants from being reclassified into equity while they are outstanding. Warrants were classified into equity upon effectiveness of the Registration Statement on Form SB-2 and exercise of the warrants into ~~See~~shares. ~~World~~On ~~Acquisition~~July 18, 2007, the Registration Statement was declared effective by the Securites and Exchange Commission.

(10) See World Satellites, Inc. Acquisition

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

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

Current assets	$	185,850
Property and Equipment, net	$	136,454
Goodwill	$	5,177,696
	===========
	$	5,500,000

Goodwill recorded as a result of the acquisition is assignable to the See World Satellites, Inc. segment and is tax deductible over a period of fifteen years.

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

SFAS 141 also requires in the year of the acquisition, pro forma information displaying the results of operations for the current period as if the combination had been completed at the beginning of the period, unless the acquisition was at or near the beginning of the period. Since See World Satellites, Inc. was acquired on January 3, 2006, the first business day of the year, and the Company determined transactions between January 1, 2006 through January 2, 2006 to be immaterial, pro forma presentation is deemed unnecessary.

~~(11) Related Party Transactions (See World Acquisition)~~F-5

At September 30, 2007, the Company had the following debt obligations and made the following payments to Mr. Richard Miller, a director and President of the Company's wholly-owned subsidiary, See World Satellites, Inc. The Company paid Mr. Miller $500,000 on January 3, 2006 relating to the acquisition of See World. The Company carried a short-term note obligation in the amount of $500,000 due to Mr. Miller. This note was due within 30 days of the effective date of a new five-year contract among Echo Star Satellites, L.L.C., DISH Network Services, L.L.C. and See World. During the three months ended September 30, 2006, the Company paid this note in full. Additionally, the Company issued 1,000,000 shares of its Series B Convertible Preferred Stock to Mr. Miller during the three months ended March 31, 2006. The conversion rate for the Series B stock is 25 shares of common stock for each share of Series B Convertible Preferred Stock. The shares of Series B Convertible Preferred Stock may be converted into common stock at any time after January 3, 2008, at the Company's option or that of the holder. The Series B stock has no voting rights. Each share is worth $1.00. On April 3, 2006, the Company made a $250,000 payment to Mr. Miller reducing the outstanding note amount to $3.25 million as of June 30, 2006. On July 5, 2006, the Company made a $250,000 payment to Mr. Miller reducing the outstanding note amount to $3 million. In October 2006, the Company made a $250,000 payment to Mr. Miller reducing the outstanding note amount due to $2.75 million. In January 2007, the Company made a $1,000,000 payment to Mr. Miller reducing the outstanding note amount to $1.75 million. In February 2007, the Company made a $162,500 payment to Mr. Miller reducing the outstanding note amount to $1.587 million at September 30, 2007. The Company filed an 8-K with the terms and conditions of this note on January 5, 2006.

Table of Contents

(1211) Stock-Based Compensation

The disclosures required by paragraph 84 of SFAS ~~123~~123R ~~(R)~~ are stated below, although ~~the~~ the Company had not granted any options from 2001 to ~~September~~March 3031, ~~2007~~2008.

	September 30, 2007			September 30, 2006
	March 31, 2008			March 31, 2007
Net Income/ (Loss) as reported	$	(~~163~~204,~~189~~388	)	$	(~~278~~116,~~680~~865)	)
Basic and diluted earnings per share as reported	$	(0.00	)	$	(0.00)	)
Share-based employee compensation cost net of related tax effects included in net income as reported		-			-
Share-based employee compensation cost net of related tax effects that would have been included in the net income if the fair-value based method had been applied to all awards		-			-
Pro-forma net income as if the fair-value method had been applied to all awards	$	(~~163~~204,~~189~~388	)	$	(~~278~~116,~~680~~865)	)
Pro-forma basic and diluted earnings per share as if the fair-value based method had been applied to all awards.	$	(0.00	)	$	(0.00)	)

(1312) Segment Information

~~The~~During 2008, the Company currently has three reportable segments and corporate overhead: (1) product sales for wireless products segment, includes sales of wireless handsets and accessories; (2) service revenues for installments of satellites segment, includes sales of satellite dish equipment and installations; (3) sales revenue generated through Internet advertising and affiliate programs and (4) a holding company for current and future commercial ventures. The corporate overhead includes the Company's investment holdings including financing current operations and expansion of its current holdings as well as evaluating the feasibility of entering into additional businesses.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performances based on profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses.

The Company's reportable segments are strategic business units that offer different technology and marketing strategies.

The Company's areas of operations are principally in the United States. No single foreign country or geographic area is significant to the consolidated financial statements.

Consolidated revenues, operating income/(losses), and identifiable assets were as follows:

	Three Months Ended September 30,						Nine Months ended September 30
	March 31,
	2007			2006			2007			2006
	2008			2007
Revenues:
Service revenue - See World Satellites, Inc.	$	1977,~~186,663~~437		$	1,~~233~~098,~~984~~458		$	~~3,418,361~~		$	~~3,564,075~~
Product sales - FTS Wireless, Inc.	$	~~620~~569,~~092~~600		$	~~411~~702,~~263~~962		$	~~1,955,487~~		$	~~1,348,179~~
Internet Media Revenue-Elysium Internet, Inc.	$	19,474		$	-		$	19,474		$	-
Domain Revenue-Elysium Internet, Inc.	$	18,218		$	-
Corporate	$	-		$	-		$	-		$	-
Corporate - FTS Group, Inc.	$	375,000		$	375,000
	$	1,826,229		$	1,645,247		$	5,393,322		$	4,912,254
Intersegment adjustments	$	(375,000	)	$	(375,000	)
Income (loss) from operations:
	$	1,565,255		$	2,176,420
Service revenue - See World Satellites, Inc.	$	208,265		$	356,193		$	679,101		$	977,448
Income (loss) from operations:
Product sales - FTS Wireless, Inc.	$	(118,692	)	$	(71,642	)	$	(109,956	)	$	(134,105	)
Service revenue - See World Satellites, Inc.	$	86,213		$	201,302
Internet Media Revenue-Elysium Internet, Inc.	$	10,087		$	-		$	10,087		$	-
Product sales - FTS Wireless, Inc.	$	(14,179		$	27,516
Corporate	$	(228,200	)	$	(178,088	)	$	(668,373	)	$	(600,694	)
Domain Revenue-Elysium Internet, Inc.	$	(10,595	)	$	-
	$	(128,540	)	$	106,463		$	(89,141	)	$	242,649
Corporate - FTS Group, Inc.	$	(265,827	)	$	(236,413	)
Identifiable assets:
	$	(204,388	)	$	(7,595)
Service revenue - See World Satellites, Inc.							$	6,049,511		$	5,807,205
Identifiable assets:
Product sales - FTS Wireless, Inc.							$	75,523		$	289,866
Service revenue - See World Satellites, Inc.	$	5,680,802		$	5,895,481
Domains-Elysium Internet, Inc.							$	240,371		$	-
Product sales - FTS Wireless, Inc.	$	30,018		$	543,620
Corporate							$	265,627		$	622,252
Domain Revenue-Elysium Internet, Inc.	$	322,450		$	-
							$	6,631,032		$	6,719,323
Corporate	$	171,198		$	237,052
	$	6,204,468		$	6,676,153

11(13) Earnings Per Share

~~Table~~Basic earnings (loss) per share are calculated on the basis of the weighted average ~~Contents~~number of common shares outstanding. Diluted earnings per share, in addition to the weighted average determined for basic earning (loss) per share, include common stock equivalents, which would arise from the conversion of the preferred stock, convertible notes payable and warrants to purchase common shares. Diluted earnings per common share assume that any dilutive convertible notes and preferred stock that were outstanding at the beginning of each year were converted at those dates. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those warrants for which market price exceeds exercise price.

(14) Restatement

		For the Three months ended March 31,
		2008			2007
Basic income (loss) per share:
Net income (loss)	$	(204,388	)	$	(116,865	)
Weighted average common shares outstanding		219,934,698			137,868,401

Weighted income per share:
Weighted average common shares outstanding		219,934,698			137,868,401
Convertible notes payable		N/A			N/A
Warrants A		N/A			N/A
Warrants B		N/A			N/A
Weighted average common shares outstanding for diluted net earning per share		219,934,698			137,868,401
Net income (loss) per share - basic	$	0.00		$	0.00
Net income (loss) per share - diluted	$	0.00		$	0.00

The Company has restated its financial statements for the year ended December 31, 2005 to amend and restate the accounting for derivatives issued in connection with a financing closed December 29, 2005. These security components were originally treated as equity transactions associated with the issuance of secured, convertible promissory notes. Upon further review of accounting issues, statements and pronouncements by the APB (~~Accounting Principles Board), FASB~~14 ~~(Financial Accounting Standards Board~~) On ~~and~~The ~~EITF~~Go ~~(Emerging Issues Task Force)~~Healthcare, ~~the~~ Company identified the need to include fair value accounting of certain warrants considered to be derivatives in order to be compliant with GAAP (Generally Accepted Accounting Principals) accounting in its quarterly and annual financial statementsInc. ~~For this reason, the Company restated its 10-QSB for the period ended September~~ ~~30, 2006 to include fair value derivative accounting and reclassification of certain other financial items.~~Transaction

~~The~~We ~~restatement~~have ~~also~~not ~~reclassified~~finalized an asset purchase with Metro One Development, Inc. and therefore we are not certain how our results of operations will be effected when the ~~restricted~~transaction ~~portion~~is complete. Effective March 18, 2008, together with our wholly-owned subsidiary OTG Technologies Group, Inc., we entered into a binding letter of ~~cash~~intent with On The Go Healthcare, Inc., which subsequently changed its name to aMetro ~~separate~~One Development, ~~line~~Inc., whereby we agreed to purchase certain assets of On The Go Healthcare’s ~~item~~value-added onreseller business unit, dba On The Go Technologies Group, including its goodwill and intellectual property, and in addition, we agreed to assume On The Go Technologies Group’s trade contracts beginning March 18, 2008. In exchange for the ~~Balance~~foregoing, ~~Sheet~~we ~~with~~agreed to pay $4,000,000. The $4,000,000 purchase price was comprised of a ~~corresponding~~promissory ~~correction~~note issued to On The Go Healthcare and our assumption of On The Go Technologies Group’s vendor debt in the ~~Statement~~amount of $1,100,000 and $2,900,000, respectively, subject to adjustment based on a final determination of vendor debt outstanding on the effective ~~Cash~~date. Since ~~Flows~~the effective date of the binding letter of intent, we have commenced further negotiations with Metro One Development to ~~reflect~~finalize amounts due to various vendors and with respect to certain terms in the ~~restriction~~letter of intent. We cannot be certain how the asset acquisition will affect our results of operations until such amounts are finalized.

There were also related adjustments to the Company’s consolidated statement of cash flows and consolidated statement of stockholders' equity.

The effect of the restatement on specific amounts provided in the consolidated financial statements is as follows:

Restatement of previously Issued Quarterly Data (Unaudited)
	As
	previously			Restatement			As
	reported			adjustments			restated
Nine months ended September 30, 2006
Interest income (expense)	$	(110,980	)	$	(73,440	)	$	(184,420	)
Change in fair value of derivative liabilities	$	-		$	(336,909	)	$	(336,909	)
Total other income (expenses)	$	(110,980	)	$	(410,349	)	$	(521,329	)
Net income (loss)	$	131,669		$	(410,349	)	$	(278,680	)
	As			2006
	previously			Restatement			As
	reported			adjustments			restated
September 30, 2006
Investments	$	-		$	59,339		$	59,339
Prepaid expenses	$	199,714		$	(82,672	)	$	117,042
Accounts payable and accrued expenses	$	145,483		$	73,440		$	218,923
Fair value of derivative liabilities	$	-		$	2,190,851		$	2,190,851
Accumulated deficit	$	(10,174,095	)	$	(2,040,180	)	$	(12,214,275	)
Deferred Compensation	$	-		$	23,333		$	23,333

In addition, two reclassifications are required for previously reported activity. First, the Company invested funds into Elysium Internet. This investment was initially treated as prepaid expense. However, a reclassification to Investment is appropriate in each of the first three quarters. Second, David Rasmussen was given 1,500,000 shares of the Company’s common stock as part of his employment contract. The value of this stock was entered as a prepaid item, and is being amortized over the term of his employment contract. However, a reclassification to Deferred Compensation is appropriate for this item. These two items have balance sheet impact only.

(15) Subsequent Events

Subsequent to the period ended ~~September~~April 304, ~~2007~~2008, the Company ~~acquired~~sold ~~intellectual~~its majority-owned ~~property~~subsidiary ~~relating~~Elysium Internet, Inc. to aUS ~~patent~~Biodefense, ~~application~~Inc., ~~filed~~a ~~with~~Company majority-owned by the ~~United~~Company's ~~States~~Chairman ~~Patent~~ and ~~Trademark~~Chief ~~Office~~Executive ~~relating~~Officer, Scott Gallagher. The total transaction value was $2 million. The valuation of the deal was based on third party domain name valuations, amount’s paid to aacquire ~~patent~~domain names, ~~application~~recent ~~submitted~~market bysales anof ~~inventor~~domain names as well as current valuations of ~~that~~portfolios ~~covers~~of similar size. The Company received a note from US Biodefense, Inc. for $1.5 million payable over 12 months upon completion of a financing, in addition the ~~process~~Company received shares of a ~~cell~~new ~~phone~~class ~~translation~~of ~~device~~preferred ~~whereby~~stock convertible into 60% of the ~~filed patent~~issued ~~application~~and ~~illustrates~~outstanding shares of US Biodefense's common stock at the ~~process~~time of ~~translating~~the ~~languages~~first ~~from~~conversion. ~~one~~The Company believes this transaction ~~to another~~was ~~(Spanish~~completed tounder ~~English~~terms ~~and~~which ~~English~~would tohave ~~Spanish,~~been ~~etc.)~~substantially ~~over~~the asame ~~cellular~~as if the ~~network~~transaction were completed with independent third parties.

~~ITEM 2. Management’s Discussion and Analysis or Plan of Operation.~~F-6

The following discussion and analysis contains a comparison of the results of operations for the three and nine months ended September 30, 2007 and the same period in 2006. This discussion and analysis should be read in conjunction with the unaudited interim consolidated financial statements and the notes thereto included in this report, and the audited financial statements in our Annual Report on Form 10-KSB, as amended, for the year ended December 31, 2006.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This report on Form 10-QSB contains forward-looking statements that involve risks and uncertainties. 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 in this report, our annual report on Form 10-KSB, as amended, and other filings we made from time to time filed with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. 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.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report on Form 10-Q contains forward-looking statements that involve risk and uncertainties. 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 in this report, our annual report on Form 10-K and other filings we make from time to time 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 theses statements to actual results or to changes in our expectations, except as required by law.

This “Management’s Discussion and Analysis” should be read in conjunction with our Financial Statements, including the related notes, appearing in our 2007 Annual Report on Form 10-K. The preparation of this quarterly report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results reported in the future will not differ from those estimates or that revisions of these estimates may not become necessary in the future.

Overview

We are an acquisition and development company focused on developing, acquiring and investing in cash-flow positive businesses and viable business projects primarily in the Internet, wireless and technology industries. We operate a diversified wireless business through two of our wholly-owned subsidiaries, See World Satellites, Inc. and FTS Wireless, Inc. See World is a Regional Service Provider, ~~or RSP,~~ and retail distributor for DISH Network Services satellite television systems primarily to business and retail customers in the western Pennsylvania market and nationally through our retail channel. FTS Wireless is an emerging distributor of next generation wireless communications devices and related products and services. FTS Wireless operates a chain of ~~six~~ retail wireless locations in the Gulf Coast market of Florida as well as an online e-store at www.CellChannel.com. All of the retail locations are leased properties. Through our third ~~wholly~~majority-owned subsidiary (60%), ~~Elysium~~ Elysium Internet, Inc., an online media ~~Company~~company focused on developing and acquiring a subscription based targeted Internet directory business., Wewe ~~own~~ owned and ~~operate~~ operated an Internet media and advertising business. We ~~generate~~generated revenue by ~~selling~~ selling advertising directly to customers through our directory web sites as well as through affiliate programs that leverage the direct navigation Internet ~~traffic~~ traffic of our domain portfolio. On April 4, 2008, we sold the Elysium Internet business to US Biodefense, Inc. As a result of the transaction we own 60% of US Biodefense, Inc. The sale of Elysium is not reflected in our financials for the quarter ended March 31, 2008 because the sale occured after the quarter ended. During the first quarter we formed a third wholly-owned subsidiary OTG Technologies Group, Inc., a Florida corporation, to facilitate the acquisition of assets to be acquired from Metro One Development, Inc., formerly named On The Go Healthcare, Inc. As of the end of the first quarter we do not consider the acquisition of assets transaction to be finalized. We continue to work with Metro One Development, Inc. and intend to finalize the transaction in the second quarter.

Critical Accounting Policies and Estimates

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 effect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

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

~~Fair~~We ~~Value~~estimate the fair value of ~~Derivative~~our complex derivative financial instruments that are required to be carried as liabilities at fair value pursuant to Statements on Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133)

We estimate the fair value of complex derivative financial instruments that are required to be carried as liabilities at fair value pursuant to Statement on Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133).

We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we frequently enter into certain other financial instruments and contracts, such as debt financing arrangements, preferred stock arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts or (iii) may be net-cash settled by the counterparty to a financing transaction. As required by SFAS 133, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

We estimate fair values of derivative financial instruments using various techniques, and combinations thereof, that are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), we consider, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes option valuation technique, since it embodies all of the requisite assumptions, including trading volatility, estimated terms and risk free rates, necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, we generally use the Flexible Monte Carlo valuation technique since it embodies all of the requisite assumptions, including credit risk, interest-rate risk and exercise/conversion behaviors, that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in our trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

~~Principles~~Revenue ~~of Consolidation~~Recognition

~~The~~Our ~~consolidated~~wholly-owned ~~financial~~subsidiary, ~~statements~~FTS ~~include~~Wireless, ~~our~~recognizes ~~accounts~~revenue ~~and~~from ~~those~~the ofactivation ~~our~~of ~~wholly-owned~~new ~~subsidiaries:~~wireless ~~FTS~~customers ~~Wireless,~~and ~~Inc.,~~the ~~See~~sale ~~World~~of ~~Satellites~~wireless handsets, ~~Inc.~~airtime and ~~Elysium~~accessories ~~Internet,~~at ~~Inc~~the time of activation or sale. ~~All~~Net ~~significant~~revenues ~~inter~~from wireless activations are recognized during the month the activation is performed. Allowances for charge-~~company~~backs, ~~transactions~~returns, discounts and ~~balances~~doubtful accounts are ~~have~~provided ~~been~~when ~~eliminated~~sales are recorded. Shipping and handling costs are included in cost ~~consolidation~~of sales.

~~The~~Our ~~accompanying~~wholly-owned ~~unaudited~~subsidiary, ~~condensed~~See ~~consolidated~~World ~~financial~~Satellites, ~~statements have been prepared in accordance with U~~Inc.S. ~~generally~~recognizes ~~accepted~~revenue ~~accounting~~when ~~principles,~~it ~~or GAAP,~~makes ~~for~~a ~~interim~~sale ~~financial~~within ~~information and with~~ the ~~instructions to Form 10-QSB. Accordingly~~store, ~~they~~completes doa ~~not~~retail ~~include~~satellite ~~all~~receiver installation ofat the ~~information~~customer's home and ~~footnotes required~~the bycustomer ~~GAAP~~signs ~~for~~a ~~complete financial statements. In the opinion of management~~contract, ~~all adjustments (consisting of normal recurring adjustments)~~or ~~considered~~completes ~~necessary for~~ a ~~fair~~retail ~~presentation~~service ~~have~~provider ~~been~~satellite ~~included.~~receiver ~~Operating results~~installation ~~for~~at the customer's ~~three~~home and ~~nine month periods ended September 30, 2007 are not indicative of~~ the ~~results~~customer ~~that~~signs ~~may~~a ~~be expected for the year ending December 31, 2007~~contract.

AsElysium ~~contemplated by the Securities and Exchange Commission~~Internet, ~~under~~Inc. ~~the~~recognized ~~rules~~revenue ~~of Regulation~~when ~~S-B,~~it ~~the~~made ~~accompanying~~a ~~financial~~sale ~~statements~~through ~~and~~its ~~related footnotes~~director ~~have been condensed and do not contain certain information that will be included in our annual financial statements and footnotes thereto~~business. ~~For~~Sales ~~further~~generated ~~information, refer~~from tothird-party ~~our~~aggregators ~~audited~~were ~~consolidated~~recognized ~~financial statements and related footnotes thereto included~~ in ~~our annual report on Form 10-KSB, as amended, for~~ the ~~year~~ ~~ended~~month ~~December~~they ~~31,~~are ~~2006~~made.

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

Accounts Receivable

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

Cash and Cash Equivalents

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

Property and Equipment

Use of Estimates

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

Goodwill and Intangible Asset Impairment

Realization of long-lived assets, including goodwill, is periodically assessed by our management. 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, 2007.

Inventories

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

~~Investment~~SEGMENT ~~Securities~~RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2008

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

	Three Months Ended March 31, 2008
	FTS			FTS			See			Elysium
	Group			Wireless			World			Internet
	Inc.			Inc.			Satellites			Inc.			Total
Revenues
External	$	-		$	569,600		$	977,437		$	18,218		$	1,565,255
Internal		375,000			-			-			-			375,000
Segment Revenues		375,000			569,600			977,437			18,218			1,940,255

Cost of Goods Sold		-			490,719			159,854			-			650,573

Gross Profit		375,000			78,881			817,583			18,218			1,289,682

Selling, General, & Administrative Expenses Less Depreciation
External		266,946			90,664			721,418			28,813			1,107,841
Internal		-			75,000			300,000			-			375,000
Segment S, G, &A		266,946			165,664			1,021,418			28,813			1,482,841

Subtotal		108,054			(86,783	)		(203,835	)		(10,595	)		(193,159	)

Derivative Gain (Loss)		68,583			-			-			-			68,583
Depreciation		(9,381	)		(2,396	)		(7,718	)		-			(19,495	)
Gain on Disposed Assets		16,872			-			-			-			16,872
Interest		(74,955	)		-			(2,234	)		-			(77,189	)

Net Income (Loss)		109,173			(89,179	)		(213,787	)		(10,595	)		(204,388	)

Intersegment Adjustments		(375,000	)		75,000			300,000						-

	$	(265,827	)	$	(14,179	)	$	86,213		$	(10,595	)	$	(204,388	)

Property, Equipment and Depreciation

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

Intangible Assets

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

Impairment of Long-Lived Assets

We periodically assess realization of long-lived assets, including goodwill. Accordingly, in the event that facts and circumstances indicate that property and equipment, and intangible or other assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount to determine if a write-down to market value is necessary. We believe there was no impairment of such assets at September 30, 2007 or December 31, 2006.

Revenue Recognition

Through our wholly-owned subsidiary, FTS Wireless, Inc., we recognize revenue from the activation of new wireless customers and the sale of wireless handsets, airtime and accessories at the time of activation or sale.

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

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

Net revenues from 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 the sale and activation of wireless handsets and related accessories.

Through our wholly-owned subsidiary Elysium Internet, Inc., we recognize revenue when we sell advertising to a customer on our Internet directory as well as when we realize Pay Per Click,or PPC, sales through our affiliate channel partners.

Table of Contents

Income Taxes

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

Earnings Per Share

We compute the basic net earnings (loss) per common share by dividing the net earnings (loss) by the weighted average number of shares outstanding during a period. We compute diluted net earnings (loss) per common share by dividing the net earnings, adjusted on an as-if-converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three and nine months ended September 30, 2007 and 2006, we did not include potential dilutive securities that had an anti-dilutive effect in the calculation of diluted net earnings (loss) per common share. These securities include options to purchase shares of common stock.

Advertising Costs

The cost of advertising is expensed as incurred.

Management’s Estimates and Assumptions

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

Stock-Based Compensation

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

Results of Operations

Segment Results for the Three and Nine Months Ended September 30, 2007 and 2006

	Three Months Ended September 30, 2007														Nine Months Ended September 30, 2007
	FTS			FTS			See			Elysium					FTS			FTS			See			Elysium
	Group			Wireless			World			Internet					Group			Wireless			World			Internet
	Inc.			Inc.			Satellites			Inc.		Total			Inc.			Inc.			Satellites			Inc.		Total
Revenues
External	$	-		$	620,092		$	1,186,663		$	19,474	$	1,826,229		$	-		$	1,955,487		$	3,418,361		$	19,474	$	5,393,322
Internal		375,000			-			-			-		375,000			1,125,000			-			-			-		1,125,000
Segment Revenues		375,000			620,092			1,186,663			19,474		2,201,229			1,125,000			1,955,487			3,418,361			19,474		6,518,322
Cost of Goods Sold		-			539,637			191,730			9,387		740,754			-			1,629,073			549,035			9,387		2,187,495
Gross Profit		375,000			80,455			994,933			10,087		1,460,475			1,125,000			326,414			2,869,326			10,087		4,330,827
Selling, General, & Administrative
External		220,868			108,580			777,385			-		1,106,833			646,735			325,496			2,162,606			-		3,134,837
Internal		-			75,000			300,000			-		375,000			-			225,000			900,000			-		1,125,000
Segment S, G, &A		220,868			183,580			1,077,385			-		1,481,833			646,735			550,496			3,062,606			-		4,259,837
Subtotal		154,132			(103,125	)		(82,452	)		10,087		(21,358	)		478,265			(224,082	)		(193,280	)		10,087		70,990
Derivative Gain (Loss)		96,132			-			-			-		96,132			166,067			-			-			-		166,067
Depreciation		(7,332	)		(2,960	)		(9,282	)		-		(19,574	)		(21,638	)		(23,267	)		(27,619	)		-		(72,524	)
Loss in Disposed Assets		-			(87,607	)		-			-		(87,607	)		-			(87,607	)		-			-		(87,607	)
Interest		(13,135	)		-			(259	)		-		(13,394	)		(239,210	)		-			(905	)		-		(240,115	)
Net Income (Loss)		229,797			(193,692	)		(91,993	)		10,087		(45,801	)		383,484			(334,956	)		(221,804	)		10,087		(163,189	)
Intersegment Adjustments		(375,000	)		75,000			300,000			-		-			(1,125,000	)		225,000			900,000			-		-
													0														0
	$	(145,203	)	$	(118,692	)	$	208,007		$	10,087	$	(45,801	)	$	(741,516	)	$	(109,956	)	$	678,196		$	10,087	$	(163,189	)

Results of Operations and Financial Condition

Three Months Ended ~~September~~March 3031, ~~2007~~2008 versus ~~September~~March 3031, ~~2006~~ 2007

Total Operating Revenues

We generated $1,~~826~~565,~~229~~255 of total revenues for the three months ended ~~September~~March 3031, ~~2007~~ 2008 as compared to $1,~~645~~801,~~247~~420 for the three months ended ~~September~~March 3031, ~~2006~~2007 resulting in ana ~~increase~~decrease of 11approximately 13.1%. The ~~increase~~decrease in ~~year~~top ~~over~~line ~~year~~ revenue is ~~primarily~~attributable to the strategic ~~related~~decision we made to areduce ~~revenue~~our ~~increase~~retail store count by selling three locations and realign the retail side of ~~$208,829~~our orwireless 50distribution business towards a predominately online business model.7% During the first quarter we launched our online e-store at ~~FTS~~www.CellChannel.com. ~~Wireless~~The ~~and~~decision is a result of the ~~inclusion~~changes in the rate plans of ~~revenues~~the ~~related~~national wireless carriers that are now more competitive to ~~our~~Metro ~~new~~PCS ~~Internet~~by ~~media~~offering ~~business,~~unlimited ~~Elysium~~rate plans nationally as opposed ~~Internet,~~to ~~Inc~~Metro PCS’ local unlimited plans.

Total Operating Costs and Expenses

Total operating costs ~~rose~~declined $~~415~~31,~~985~~106 ~~or 27.0%~~ to $1,~~954~~777,~~769~~909 for the three months ended ~~September~~ 30March 31, ~~2007~~2008 compared to $1,~~538~~809,~~784~~015 for the three months ended ~~September 30~~March 31, ~~2006~~2007. Included in total operating ~~cost~~costs was a ~~39.6%~~$76,758 ~~increase~~decrease in cost of goods ~~sold~~ sold from $~~530~~727,~~754~~331 during the three months ended ~~September~~March 3031, ~~2006~~2007 to $~~740~~650,~~754 during~~573 during the three months ended ~~September~~March 3031, ~~2007~~2008. The primary reason for the ~~increase~~ indecrease in cost of goods sold was ~~related to~~ the ~~increase~~decline in ~~sales at our~~ lower margin ~~business~~sales at FTS Wireless ~~and~~as a ~~decrease in sales at our higher margin~~ ~~business~~result atof ~~See~~selling ~~World~~three ~~Satellites.~~retail ~~The~~locations ~~decrease in sales at See World Satellites in related to lower commissions received on satellite installations~~ during the ~~period~~ quarter. General and Administrative expenses increased $~~205~~45,~~985~~652 ~~or 20.4%~~ from $1,~~008~~081,~~030~~684 during the three months ended ~~September~~March 3031, ~~2006~~2007 to $1,~~214~~127,~~015~~336 during the three months ended ~~September 30~~March 31, ~~2007~~2008. The increase in General and Administrative expenses is primarily related ~~relates~~ to increases in gas prices effecting at See World ~~satellite~~Satellite and increased ~~legal~~consulting fees relating to the Elysium and ~~accounting~~OTG transactions and investor relations fees. We anticipate these expenses ~~incurred~~ asto acontinue through the ~~result~~second ~~of issues~~quarter ~~relating~~and then begin to decline ~~our~~in ~~accounting~~the ~~for~~second ~~derivatives~~half of fiscal 2008.

Other Income (Expense)

Included in other income is aan ~~decrease~~increase of $~~219~~8,~~834~~329 inof income relating to changes in the fair value of derivative liabilities. Income from derivative liabilities ~~decreased~~increased from $~~315~~60,~~966~~254 during the three months ended ~~September~~March 3031, ~~2006~~2007 to $68,583 for the three months ended March 31, 2008. During the three months ended March 31, 2008, we recorded a gain of $9616,~~132~~872 ~~for~~relating to the sale of certain retail wireless locations. Interest expenses were lowered by $92,335 from $169,524 during the three months ended ~~September~~March 3031, 2007 to $77,189 during the three months ended March 31, 2008.

Net Income (Loss) from Continuing Operations

We reported a net loss of $45204,~~801~~388 for the three months ended ~~September~~March 3031, ~~2007~~2008 compared to a net ~~income~~loss of $~~347~~116,~~601~~865 for the three months ended ~~September~~March 3031, ~~2006~~2007. The $~~301~~87,~~800~~523 increase ~~decrease~~to inour net ~~income~~loss is primarily related to ~~the~~increased ~~decrease~~fuel ~~in derivative~~prices ~~liability~~as ~~income~~well as ~~and~~increased ~~the~~consulting ~~increase~~fees incompared ~~legal,~~to ~~accounting and SEC filing expenses incurred during~~ the quarter over quarter period ~~ended September 30, 2007~~.

Nine Months Ended September 30, 2007 versus September 30, 2006

Total Operating Revenues

We generated $5,393,322 of total revenues for the nine months ended September 30, 2007 as compared to $4,912,254 for the nine months ended September 30 2006 resulting in an increase of 9.8%. The increase in year over year revenue is primarily related to a revenue increase of $607,308 or 45.0% at FTS Wireless and the inclusion of revenues related to our new Internet media business, Elysium Internet, Inc.

Total Operating Costs and Expenses

Total operating costs rose $812,858 or 17.4% to $5,482,463 for the nine months ended September 30, 2007 compared to $4,669,605 for the nine months ended September 30, 2006. Included in total operating cost was a 37.9% increase in cost of goods sold from $1,586,747 during the nine months ended September 30, 2006 to $2,187,495 during the nine months ended September 30, 2007. The primary reason for the increase in cost of goods sold was related to the increase in sales at our lower margin business FTS Wireless and a decrease in sales at our higher margin business at See World Satellites. The decrease in sales at See World Satellites in related to lower commissions received on satellite installations during the period ended September 30, 2007. General and Administrative expenses increased $212,110 or 6.9% from $3,082,858 during the nine months ended September 30, 2006 to $3,294,968 during the nine months ended September 30, 2007. The increase in General and Administrative expenses is related to increases in gas prices at See World Satellites and increased legal, accounting and SEC filing expenses incurred during the period ended September 30, 2007.

Other Income (Expense)

Included in other income is an increase of $502,976 in income relating to changes in the fair value of derivative liabilities. Income from derivative liabilities increased from an expense of $336,909 during the nine months ended September 30, 2006 to income of $166,067 for the nine months ended September 30, 2007. Interest expenses increased $55,695 from $184,420 for the nine months ended September 30, 2006 to $240,115 for the nine months ended September 30, 2007. The increase in interest expenses is related to increased financing related expenses incurred during the nine months ended September 30, 2007.

Net Income (Loss) from Continuing Operations

We reported a net loss of $163,189 for the nine months ended September 30, 2007 compared to a net loss of $278,680 for the nine months ended September 30, 2006. The $115,491 improvement in net income is primarily related to changes in the fair value calculations of derivative liabilities.

Table of Contents

Liquidity and Capital Resources

Our requirements for capital are to:

o pay down debt,

o fund possible acquisitions,; and

o provide working capital and funds to expand our current business.

Our primary source of financing during the ~~nine~~three months ended ~~September~~March 3031, ~~2007 includes~~2008 was cash generated from operating activities, notes being issued and cash received from the issuance of common stock.

As of ~~September~~March 3031, ~~2007~~2008, our Current Assets were $~~874~~499,~~216~~873, consisting of $252,~~030~~ 733 in cash and cash equivalents, $~~365~~315,~~305~~460 in inventories, ~~net,~~ $3478,~~956~~917 of accounts receivables and $~~448~~102,~~925~~ 763 of prepaid expenses and current assets. Current Liabilities were $4,~~457~~226,~~126~~716, consisting of $1,~~154~~643,~~074~~077 of ~~convertible~~related ~~debentures,~~party ~~current~~convertible ~~portion~~debt, $275,~~567,817~~000 of notes payable to a related ~~parties~~party, $109,666 in an officer note payable, $1,595,250 of notes payable and $~~735~~757,~~235~~257 in accounts payable and accrued expenses.

At ~~September~~ 30March 31, ~~2007~~2008, we had total assets of $6,~~631~~204,~~032~~468, consisting of, in addition to the assets described above, Goodwill of $5,177,696, Property and equipment, net of accumulated depreciation of $~~157~~60,~~642~~491, unamortized discount of convertible debt of $~~168~~144,~~485~~935, Internet domain portfolio of $~~236~~315,~~511~~087 and Deposits of of $166,~~482~~386.

Going Concern Opinion

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

~~Financing~~Off ~~Activities~~Balance Sheet Arrangements

~~On January~~As ~~5, 2007, We issued 1,000,000 restricted shares~~ of ~~common stock~~ ~~relating~~March to31, ~~the conversion of $40~~2008,~~000~~ ofwe ~~debt~~did atnot ahave ~~price~~any ofoff-balance ~~$0.04~~sheet ~~per share~~transactions.

OnItem ~~January~~3. ~~22,~~Quantitative ~~2007, We~~and ~~issued~~Qualitative ~~15,000,000 restricted shares of common stock to~~Disclosures ~~four~~about ~~accredited~~Market ~~investors relating to a $1,000,000 financing~~Risk.

OnBecause ~~February~~we ~~13,~~are ~~2007, We~~a ~~issued~~smaller ~~160,177~~reporting ~~restricted shares of common stock relating to the conversion of $4~~company,~~627~~ ofthis ~~debt~~Item atis anot ~~price~~applicable ~~of $0.029 per~~to ~~share~~us.

OnItem ~~February~~4T. ~~14,~~Controls ~~2007, We~~and ~~issued 188,857 restricted shares of common stock relating to the conversion of $4,627 of debt at a price of $0~~Procedures.~~025 per share.~~

OnOur ~~March 1,~~management ~~2007~~evaluated, We ~~issued~~with ~~263~~the participation of our Chief Executive Officer / Interim Chief Financial Officer,~~911~~ ~~restricted~~the ~~shares~~effectiveness of ~~common~~our ~~stock~~disclosure tocontrols and ~~two~~procedures as of the end of the period covered by this quarterly report on ~~investors~~Form ~~relating~~10-Q. Based on this evaluation, our Chief Executive Officer / Interim Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the ~~conversion~~Securities Exchange Act of $61934 (i) is recorded,~~940~~ processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer / Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of ~~debt~~our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at athe ~~price~~level of reasonable ~~$0.026~~assurance that the control system, no matter how well designed and ~~per~~operated, can provide only reasonable, but not absolute, assurance that the ~~share~~control system’s objectives will be met.

OnManagement’s ~~March 16,~~Report ~~2007, We~~on ~~issued~~Internal ~~246,050~~Control ~~restricted~~Over ~~shares~~Financial ~~of common stock relating to the conversion of $9,710 of debt at a price of $0.039 per share.~~Reporting

OnOur ~~March~~management is responsible for establishing and maintaining adequate internal ~~30,~~control ~~2007, We~~over ~~issued~~financial ~~275,430~~reporting. ~~restricted~~Our ~~shares~~internal ofcontrol ~~common~~over ~~stock~~financial reporting is a process designed to ~~two~~provide reasonable assurance regarding the reliability ~~investors~~of ~~relating~~financial toreporting and the ~~conversion~~preparation of ~~$6,940~~financial ofstatements ~~debt~~for atexternal purposes ain ~~price~~accordance ofwith $0U.~~025~~S. generally accepted accounting principles. Our ~~per~~internal control over financial reporting includes those policies and procedures ~~share.~~that:

~~On May~~1. pertain ~~4, 2007,~~to Wethe ~~issued~~maintenance ~~230,303 restricted shares~~ of ~~common stock to an institutional~~records ~~investor~~that, ~~relating~~in toreasonable ~~the~~detail, ~~conversion~~accurately ofand ~~$3,800~~fairly ofreflect ~~debt~~our attransactions aand dispositions ~~price~~ of ~~$0.0165 per share.~~our assets;

~~On June 11, 2007,~~2. Weprovide ~~issued~~reasonable ~~199,117~~assurance ~~restricted~~that ~~shares~~our transactions ofare ~~common~~recorded ~~stock~~as necessary to anpermit preparation of our financial ~~institutional~~statements ~~investor~~in ~~relating~~accordance towith ~~the~~generally ~~conversion~~accepted ofaccounting $3principles,~~800~~ and that our receipts and expenditures of ~~debt~~our atCompany aare ~~price~~being made only in accordance with authorizations of ~~$0.01908~~our ~~per~~management ~~share.~~and our directors; and

~~On June 14,~~3. provide ~~2007,~~reasonable Weassurance ~~issued~~regarding prevention ~~705,882~~or ~~restricted~~timely ~~shares~~detection of ~~common~~unauthorized ~~stock~~acquisition, touse, anor disposition ~~institutional~~of ~~investor~~our ~~relating~~assets tothat ~~the~~could ~~conversion~~have ofa ~~$14,399.99~~material ofeffect ~~debt~~on ~~at a price~~our ~~of $0~~financial statements.~~02040 per share.~~

OnInternal ~~June 18,~~control ~~2007, We~~over ~~issued~~financial ~~245,098~~reporting ~~restricted~~includes ~~shares~~the ofcontrols ~~common~~themselves, ~~stock to an~~monitoring ~~institutional~~and ~~investor~~internal ~~relating~~auditing topractices ~~the~~and ~~conversion~~actions oftaken ~~$5,000~~to ofcorrect ~~debt at a price~~deficiencies ~~of $0~~identified.~~02040 per share.~~

OnBecause ~~July 9,~~of ~~2007, We issued~~its ~~588~~inherent limitations,~~235~~ ~~restricted~~internal ~~shares~~control over financial reporting may not prevent or detect misstatements. Also, projections of ~~common~~any ~~stock~~evaluation of effectiveness to ~~an institutional~~future ~~investor~~periods ~~relating~~are subject to the ~~conversion~~risk that controls may become inadequate because of ~~$11~~changes in conditions,~~000~~ ofor ~~debt~~that atthe adegree ~~price~~ of compliance ~~$0.01870~~with ~~per~~policies ~~share~~or procedures may deteriorate.

OnUnder the ~~July~~supervision and with the participation of our management, including our Chief 30Executive Officer / Interim Chief Financial Officer, ~~2007~~we conducted an assessment of the effectiveness of our internal control over financial reporting as of March 31, We ~~issued~~2008. ~~750~~In making this assessment,~~000~~ ~~restricted~~management ~~shares~~used the criteria set forth by the Committee of ~~common~~Sponsoring ~~stock~~Organizations toof anthe Treadway Commission ~~investor~~(COSO) ~~relating~~in toInternal Control—Integrated Framework, aspecifically ~~$25~~as supplemented by the COSO publication,~~000~~ ~~loan~~Internal ~~agreement~~Control over Financial Reporting – Guidance for Smaller Public Companies. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2008.

On July 30, 2007, We issued 208,905 restricted shares of common stock to an institutional investor relating to the conversion of $3,800 of debt at a price of $0.01819 per share.

On September 18, 2007, We issued 1,522,491 shares of common stock to an institutional investor relating to the conversion of $22,000 of debt at a price of $0.0145 per share.

Subsidiaries

As of September 30, 2007, we had three wholly-owned subsidiaries, FTS Wireless, Inc., See World Satellites, Inc. and Elysium Internet, Inc.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer/Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on this evaluation, our Chief Executive Officer/Interim Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer/Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Changes in Internal Controls

There ~~was~~ were no ~~change~~changes in our internal control over financial reporting that occurred ~~during~~ during the ~~third~~first quarter covered by this ~~Quarterly~~quarterly ~~Report~~report on Form 10-~~QSB~~Q that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

~~PART~~This IIquarterly -report ~~OTHER~~does ~~INFORMATION~~not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

~~ITEM 1. LEGAL PROCEEDINGS.~~3

We are not aware of any litigation or potential litigation that could have a material impact on our business.

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

On July 30, 2007, we issued 750,000 restricted shares of common stock to an investor relating to a $25,000 loan agreement.

With respect to the sales of our securities described above, we relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities. The securities were sold to accredited investors. The securities were offered for investment purposes only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by us.

Table of Contents

~~ITEM~~PART 3.II ~~DEFAULTS~~– ~~UPON~~OTHER ~~SENIOR SECURITIES.~~INFORMATION

Item 1. 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 1A. Risk Factors.

Please refer to the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. We believe there were no new risk factors related to our business in the first quarter of 2008 except as set forth below:

Changes in the market price of fuel may have a material adverse effect on our business.

Our wholly-owned subsidiary, See World Satellites, uses a significant amount of fuel in its operations. As the price of fuel has sharply increased, our expenses have also increased to operate our vehicles. The cost of fuel, which has been at historically high levels over the last three years, is largely unpredictable and could have a significant impact on our results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 3, 2008, we issued 8,000,000 restricted shares of common stock to two consultants for services rendered to our Company. These services were valued at $22,400.

Item 3. Defaults upon Senior Securities.

None.

~~ITEM~~Item 4. ~~SUBMISSION~~Submission OFof ~~MATTERS~~Matters TOto Aa ~~VOTE~~Vote OFof ~~SECURITY HOLDERS~~Security Holders.

There were no matters submitted to a vote of our stockholders during the quarter ended March 31, 2008.

Item 5. Other Information.

None.

~~ITEM 5~~Item 6. ~~OTHER INFORMATION~~Exhibits.

~~None.~~Exhibit Number Description of Exhibits

ITEM 6. EXHIBITS.

Number Description of Exhibits

2.1	Agreement and Plan of Merger between the Company and FTS Apparel, Inc., dated December 23, 2003 (included as Attachment A to the Definitive Proxy on Form DEF 14A filed January 9, 2004, and incorporated herein by reference).

3.1	Articles of Incorporation dated December 23, 2003 (included as Attachment B to the Definitive Proxy on Form DEF 14A filed January 9, 2004, and incorporated herein by reference).

3.2 ~~Bylaws~~ Certificate of Designation for Series A Convertible Preferred Stock, dated April 15, 1998 (included as ~~Attachment~~Exhibit C2.2 to the ~~Definitive Proxy on~~ Form ~~DEF~~10SB12G ~~14A~~ filed ~~January~~ 9August 24, ~~2004~~1998, and incorporated herein by reference).

3.3 ~~Amendment~~ toBylaws ~~the Articles of Incorporation~~ (included as ~~exhibit~~Attachment ~~10.1~~C to the Definitive Proxy on Form ~~8-K~~ DEF 14A filed ~~March~~January 139, ~~2006~~2004, and incorporated herein by reference).

3.4 ~~Certificate~~ ofAmendment ~~Designation~~to ~~for~~the ~~Series~~Articles Bof ~~Convertible~~Incorporation ~~Preferred Stock, dated March 8, 2006~~ (included as Exhibit 10.1 to the Form 8-K filed March 13, 2006, and incorporated herein by reference).

43.~~1 Form of~~5 Certificate of Designation for ~~Common~~Series ~~Shares~~B Convertible Preferred Stock dated March 8, 2006 (included as ~~exhibit~~Exhibit 410.1 to the ~~Registrant's Annual Report on~~ Form 108-~~KSB~~K ~~for~~filed ~~the~~March ~~fiscal year ended December 31~~13, ~~1998,~~2006 and incorporated herein by reference).

43.~~2 A Warrant~~6 ~~Form~~Amendment ~~(included~~to the Articles of Incorporation, as ~~exhibit~~amended, ~~4.1~~dated toOctober 20, 2006, filed with the ~~Form~~State ~~8-K~~of ~~filed~~Nevada ~~March~~January 2418, ~~2005, and incorporated~~2007 ~~herein~~(filed ~~by reference~~herewith).

4.~~3 B Warrant~~1 Form of Certificate for Common Shares (included as ~~exhibit~~Exhibit 4.21 to the Registrant's Annual Report on Form 810-KKSB ~~filed~~for ~~March~~the ~~24,~~fiscal ~~2005~~year ended December 31, 1998 and incorporated herein by this reference).

4.4 2 A Warrant Form (included as Exhibit 4.1 to the Form 8-K filed ~~January~~March 524, ~~2006~~2005, and incorporated herein by reference).

4.5 3 B Warrant Form (included as Exhibit 4.2 to the Form 8-K filed ~~January~~March 524, ~~2006~~2005, and incorporated herein by reference).

4.~~6 Form of~~4 ~~Common~~Promissory ~~Stock~~Note ~~Purchase Warrant~~ between the Company and ~~Olympus~~Dutchess ~~Securities~~Private Equities Fund, II, L.P., dated October 27, 2004 (included as ~~exhibit~~Exhibit 4.1611 to the Form SB-2/A filed ~~July~~June 517, ~~2006~~2005, and incorporated herein by reference).

104.~~1 Lease~~5 ~~Agreement~~Promissory Note between the Company and ~~Investments~~Dutchess ~~Limited~~Private Equities Fund, II, L.P., dated ~~August~~January 2510, ~~2004~~ 2005 (included as ~~exhibit~~Exhibit 104.112 to the Form 8SB-K2 filed ~~September~~June 917, ~~2004~~2005, and incorporated herein by reference).

104.~~2 Promissory~~6 ~~Note~~A ~~between~~Warrant ~~the~~Form ~~Company and Alpha Capital Aktiengesellschaft~~ (included as Exhibit 104.1 to the Form 8-K filed January 5, 2006, and incorporated herein by reference).

104.~~3 Subscription~~7 ~~Agreement~~B ~~between~~Warrant ~~the~~Form ~~Company and certain subscribers, dated December 29, 2005~~ (included as Exhibit 104.2 to the Form 8-K filed January 5, 2006, and incorporated herein by reference).

~~10.~~4 ~~Guaranty~~.8 ~~Agreement~~Form of Common Stock Purchase Warrant between the Company and ~~certain~~Olympus ~~lenders~~Securities, ~~dated December 29, 2005~~ (included as Exhibit 104.316 to the Form 8SB-K2/A filed ~~January~~July 5, 2006, and incorporated herein by reference).

10.~~5 Security~~1 ~~Agreement~~Promissory Note between the Company and ~~certain~~Alpha ~~lenders,~~Capital ~~dated~~Aktiengesellschaft ~~December 29, 2005~~ (included as Exhibit 10.41 to the Form 8-K filed January 5, 2006, and incorporated herein by reference).

10.~~6 Security~~2 ~~and~~Subscription ~~Pledge~~ Agreement between the Company and certain ~~lenders~~subscribers, dated December 29, 2005 (included as Exhibit 10.52 to the Form 8-K filed January 5, 2006, and incorporated herein by reference).

10.~~7 Collateral~~3 ~~Agent~~Guaranty Agreement between the Company and certain lenders, dated December 29, 2005 (included as Exhibit 10.63 to the Form 8-K filed January 5, 2006, and incorporated herein by reference).

10.~~8 Promissory~~4 ~~Note~~Security Agreement between the Company and ~~Richard~~certain ~~E. Miller~~lenders, dated ~~January~~December 329, ~~2006~~ 2005 (included as Exhibit 10.14 to the Form 8-K filed January 95, 2006, and incorporated herein by reference).

10.~~9 Stock~~5 ~~Purchase~~Security and Pledge Agreement between the Company and ~~Richard~~certain ~~E. Miller~~lenders, dated ~~January~~ 3December 29, ~~2006~~2005 (included as Exhibit 10.25 to the Form 8-K filed January 95, 2006, and incorporated herein by reference).

10.~~10 Stock~~6 ~~Escrow~~Collateral Agent Agreement between the Company, ~~Richard E. Miller,~~ and ~~Lambert& Martineau,~~certain ~~attorneys~~lenders ~~at law, dated January 3, 2006~~ (included as Exhibit 10.3 6 to the Form 8-K filed January 95, 2006, and incorporated herein by reference).

10.~~11 Amendment~~7 ~~Number~~Promissory 1Note ~~to the Retailer Agreement~~ between the Company and ~~EchoStar Satellite~~Richard ~~LLC~~E. Miller, dated ~~March~~January 313, 2006 (included as Exhibit 10.1 to the Form 8-K filed ~~March~~January 319, 2006, and incorporated herein by reference).

10.~~12 Amendment~~8 toStock ~~extend~~Purchase ~~Authorized Regional Service Provider~~ Agreement between the Company and ~~Dish~~Richard ~~Network~~E. ~~Service LLC~~Miller, dated ~~March~~January 313, 2006 (included as Exhibit 10.2 to the Form 8-K filed ~~March~~January 319, 2006, and incorporated herein by reference).

10.~~13 Letter~~9 Stock Escrow Agreement between the Company, Richard E. Miller, and ~~EchoStar~~Lambert& ~~Satellite~~Martineau, ~~LLC~~attorneys at law, dated ~~March 27~~ January 3, 2006 (included as ~~exhibit~~Exhibit 10.13 to the Form 8-K filed ~~April~~January 59, 2006, and incorporated herein by reference).

10.~~14 Employment~~10 Amendment Number 1 to the Retailer Agreement between the Company and ~~Scott~~EchoStar ~~Gallagher~~Satellite LLC, dated ~~November 15, 2005~~March ~~with amended start date of February 1~~31, ~~2007~~2006 (included as ~~exhibit~~Exhibit 10.27 1 to the Form 108-~~QSB~~K filed ~~May~~March 1531, 2006, and incorporated herein by reference).

10.~~15 Employment~~11 Amendment to extend Authorized Regional Service Provider Agreement between the Company and ~~David~~Dish ~~Rasmussen,~~Network Service LLC dated ~~February 1~~March 31, 2006 (included as ~~exhibit~~Exhibit 10.282 to the Form 108-~~QSB~~K filed ~~May~~March 1531, 2006, and incorporated herein by reference).

10.~~16 Promissory~~12 ~~Note~~Letter Agreement between the Company and ~~Alpha~~EchoStar ~~Capital~~Satellite ~~Anstalt~~LLC, dated ~~January 22, 2007~~March 27 2006 (included as ~~exhibit~~Exhibit 10.1 to the Form 8-K filed ~~January~~April 265, ~~2007,~~2006 and incorporated herein by reference).

10.~~17 Promissory~~13 ~~Note~~Employment Agreement between the Company and ~~Ellis~~Scott ~~International,~~Gallagher ~~Ltd.~~dated November 15, ~~dated~~2005 ~~January 22~~with amended start date of February 1, 2007 (included as ~~exhibit~~Exhibit 10.227 to the Form 810-KQSB filed ~~January~~May 2615, ~~2007,~~ 2006 and incorporated herein by reference).

10.~~18 Promissory~~14 ~~Note~~Employment Agreement between the Company and ~~Platinum~~David ~~Long~~Rasmussen ~~Term~~dated ~~Growth~~February V1, ~~dated January~~2006 ~~22, 2007~~ (included as ~~exhibit~~Exhibit 10.328 to the Form 810-KQSB filed ~~January~~May 2615, ~~2007,~~ 2006 and incorporated herein by reference).

10.19 15 Promissory Note between the Company and ~~Whalehaven~~Alpha Capital ~~Fund Limited~~Anstalt, dated January 22, 2007 (included as ~~exhibit~~Exhibit 10.41 to the Form 8-K filed January 26, 2007, and incorporated herein by reference).

10.~~20 Assignment~~16 ~~and~~Promissory ~~Amendment No. 1 to~~ Note ~~Agreement~~between ~~by and among~~ the Company~~, Richard~~ E.and ~~Miller~~Ellis ~~and~~International, ~~Assignees~~Ltd., dated January 22, 2007 (included as ~~exhibit~~ Exhibit 10.52 to the Form 8-K filed January 26, 2007, and incorporated herein by reference).

10.17

Promissory Note between the Company and Platinum Long Term Growth V, dated January 22, 2007 (included as Exhibit 10.3 to the Form 8-K filed January 26, 2007 and incorporated herein by reference).

10.18

Promissory Note between the Company and Whalehaven Capital Fund Limited, dated January 22, 2007 (included as Exhibit 10.4 to the Form 8-K filed January 26, 2007 and incorporated herein by reference).

10.19

Assignment and Amendment No. 1 to Note Agreement by and among the Company, Richard E. Miller and Assignees, dated January 22, 2007 (included as Exhibit 10.5 to the Form 8-K filed January 26, 2007 and incorporated herein by reference).

10.20

Asset Purchase Agreement between the Company and US Biodefense, Inc., dated March 19, 2008 (included as Exhibit 10.1 to the Form 8-K filed April 11, 2008, and incorporated herein by reference).

10.21

Promissory Note due January 3, 2010, issued to the Company by US Biodefense, Inc. (included as Exhibit 10.2 to the Form 8-K filed April 11, 2008, and incorporated herein by reference).

10.22

Binding Agreement between the Company and OTG Technologies Group, Inc. on one side and On The Go HealthCare, Inc. DBA On The Go Technologies, Inc. on the other side, dated March 18, 2008 (filed herewith).

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

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

SIGNATURES

InPursuant ~~accordance~~to ~~with~~ 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, thereunto ~~duly~~ duly authorized.

~~FTS GROUP, INC~~.

/s/ Scott Gallagher Scott Gallagher Chief Executive Officer, Interim Chief Financial Officer and Principal Accounting Officer November 19, 2007

	FTS GROUP, INC.


Dated: May 21, 2008	By: /s/ Scott Gallagher
	Name: Scott Gallagher
	Title: Chairman of the Board, Chief Executive Officer,
	Principal Accounting Officer and President

Dated: May 21, 2008	By: /s/ David R. Rasmussen
	Name: David Rasmussen
	Title: Chief Operating Officer and Director

164

Filing Compare · FTS GROUP, INC.