UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6,2006
FTS GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-24829 84-1416864
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7610 West Hillsborough Ave., Tampa, FL 33615
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 868-3600
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On December 6, 2006, FTS Group, Inc.'s (the "Company") Board of Directors
concluded that certain of the Company's previously issued financial statements
will be restated. As a result of the restatement, the financial statements and
independent auditor's report included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005, and the financial statements
included in the Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 2006, June 30, 2006 and September 31, 2006 should no longer be
relied upon. Investors should not rely upon those financial statements without
taking into account the anticipated adjustments described in the Press Release
dated December 7, 2006. The portion of the Press Release, attached hereto as
Exhibit 99.1, is incorporated herein by reference and gives a brief description
of the facts underlying the conclusion to restate the Company's financial
statements. The Company's management and Board of Directors have discussed the
subject matter giving rise to this conclusion disclosed in this Item 4.02 with
R.E. Bassie & Co., its independent accounting firm.
This report may contain forward-looking statements that involve risks and
uncertainties. The Company generally uses words such as "believe," "may,"
"could," "will," "intend," "expect," "anticipate," "plan," and similar
expressions to identify forward-looking statements. You should not place undue
reliance on these forward-looking statements. The Company's actual results could
differ materially from those anticipated in the forward-looking statements for
many reasons, including the risks described in the Company's Form 10-KSB and
other reports filed with the Securities and Exchange Commission. Although the
Company believes the expectations reflected in the forward-looking statements
are reasonable, they relate only to events as of the date on which the
statements are made, and the Company's future results, levels of activity,
performance or achievements may not meet these expectations. The Company does
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 the
Company's expectations, except as required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------------------------------------------------------
99.1 Press Release dated December 7, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FTS Group, Inc.
-----------------------------------
(Registrant)
Date December 7, 2006
-----------------
/s/ Scott Gallagher
-----------------------------------
(Signature)
Name: Scott Gallagher
Title: Chief Executive Officer