Amy M. Trombly, Esq. amy@tromblybusinesslaw.com
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November 19, 2004
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance, Mail Stop 4-6
Washington, D.C. 20549
Attn: Mr. Robert Burnett
RE: FTS Group, Inc.
Item 4.01 Form 8-K filed November 9, 2004
File No. 0-24829
Ladies and Gentlemen:
On behalf of FTS Group, Inc. (the "Company"), I enclose for filing under the
Securities Act of 1933, as amended, an amendment to the Current Report on Form
8-K, File No. 0-24829
The amendment to the Current Report on Form 8-K contains revisions that have
been made in response to comments received from the staff of the Securities and
Exchange Commission (the "Staff") in their letter dated November 16, 2004. Set
forth below are the Company's responses to the Staff's comments.
The numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.
Comment 1.
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Item 304(a)(1) of Regulation S-B requires you to provide disclosures with
respect to a change in accountants for the two most recent fiscal years;
however, you have only provided this information for the most recent fiscal year
and subsequent interim period. Please revise the filing to provide disclosures
with respect to disagreements and audit reports covering two fiscal years. If
you believe two-year disclosure is not applicable please tell us why and revise
the filing to explain the particular facts and circumstances.
Response 1.
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The Company respectfully notes that Instruction 1 to Item 304 of Regulation S-B
states that the disclosure called for by Item 304(a) need not be provided if it
has been previously reported. The Company filed a Current Report on Form 8-K on
March 31, 2004 to disclose a change in auditors that provided information
required by Item 304(a) and covers the prior fiscal year.
Additionally, the Company has amended the Current Report on Form 8-K to clarify
that R. E. Bassie & Co. did not audit the Company's financials for both of the
two prior years.
Comment 2.
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Please revise to include the letter from your former accountant as an exhibit to
an amended filing.
Response 2.
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The Company provided R. E. Bassie & Co. with a copy of the Current Report on
Form 8-K both before and after filing the Form on EDGAR. The Company requested
the exhibit letter on both occasions. The Company made a third request upon
receipt of the comment letter from the Staff. To date, R. E. Bassie & Co. has
not responded to the Company. The Company respectfully notes that it had 10 days
provided by Regulation S-B 304(a)(3) to file such letter. Additionally, the
Company undertakes to promptly amend the Current Report on Form 8-K to file any
communication it receives from R. E. Bassie & Co.
Comment 3.
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We note that you printed the name FTS Group, Inc. on the cover of your filing.
Our records indicate that your name is FTS Apparel, Inc. Please either correct
the name on your amended filing or tell us why the name you use is correct.
Response 3.
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The Company changed its name from FTS Apparel, Inc. to FTS Group, Inc. in a
proposal approved by shareholders at the Company's 2004 annual meeting. The
Proposal was described in the Company's Definitive Proxy Statement filed with
the SEC on January 9, 2004. Additionally, the Company filed its Articles of
Incorporation reflecting the name change as Attachment B to that Definitive
Proxy. The Articles of Incorporation were filed with the Nevada Secretary of
State on January 7, 2004.
General
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The Company acknowledges that:
- - the Company is responsible for the adequacy and accuracy of the
disclosures in the filing;
- - staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
- - the Company may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Please call the undersigned with any questions or comments regarding this
letter, the Current Report on Form 8-K or other matters related to the filing.
Sincerely,
Amy Trombly, Esq.
cc: Scott Gallagher, FTS Group, Inc.