UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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(CHECK ONE): xForm 10-K oForm 20-F oForm 11-K oForm 10-Q oForm N-SAR oForm N-CSR
For the period ended: December 31, 2005
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
PART I -- REGISTRANT INFORMATION
FTS Group, Inc.
________________________________
Full Name of Registrant
__________________________________
Former Name if Applicable
____ 7610 West Hillsborough Ave._____
Address of Principal Executive Office (Street and Number)
Tampa, FL 33615
______________________________________
City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
o(c) The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Company is unable to prepare its 10-KSB within the prescribed time period because the audit is not complete.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Scott Gallagher | (813) 868-3600 |
| _______________________________________________ | _________________________________________________ |
| (Name) | (Area Code) (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). xYes oNo____________________________________________
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
oYes xNo
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
___________________________________________
FTS Group Inc.
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| By | /s/ Scott Gallagher |
| | ____________________________________________ |
| | Scott Gallagher |
| | Chief Executive Officer |
