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): January 3, 2006
FTS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-24829 84-1416864
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(State or other jurisdiction (Commission File (IRS Employer of
incorporation) Number) Identification No.)
7610 West Hillsborough Ave., Tampa, Florida 33615
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(Address of principal executive offices) (Zip Code)
(215) 688-2355
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On January 3, 2005, we acquired See World Satellites, Inc., a Pennsylvania
corporation. We paid $500,000 at the closing of the transaction on January 3,
2006. We agreed to pay an additional $500,000 into an escrow account to be held
until all material contracts held by See World have been executed, amended or
modified to acknowledge our acquisition of See World and/or to make us a party
to each agreement such that we have full benefit of the agreements.
At the closing, we also issued to See World a two year secured promissory note
in the sum of $3,500,000. The Note does not pay interest. Pursuant to the
terms of the Note, we agreed to pay to See World seven equal cash installments
of $250,000. The initial installment is payable 90 days after closing and the
remaining installments are payable every three months thereafter. We also
agreed to make additional payments of $1,000,000 on January 3, 2007 and $750,000
on April 3, 2008. The Note is secured against the assets of See World.
We also agreed to issue to Richard Miller $1,000,000 worth of our convertible
preferred stock within three days of the completion of our 2005 audit. The
value of the shares will be based on the closing price of our stock on January
3, 2006.
The description of the transaction contained herein is qualified in its entirety
by reference to the Promissory Note dated January 3, 2006, the Stock Purchase
Agreement between the Company and Richard E. Miller dated January 3, 2006 and
the Stock Escrow Agreement among the Company, Richard E. Miller and Lambert &
Martineau dated January 3, 2006. Each of these documents is filed as an Exhibit
to this report and each is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
10.1 Promissory Note dated January 3, 2006
10.2 Stock Purchase Agreement between the Company and Richard E. Miller
dated January 3, 2006.
10.3 Stock Escrow Agreement among the Company, Richard E. Miller and Lambert
& Martineau dated January 3, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FTS GROUP, INC.
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Registrant
Date: January 9, 2006 By: /s/ Scott Gallagher
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Scott Gallagher
Chief Executive Officer