UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 OR 15(dD) ofOF ~~The Securities Exchange Act of 1934~~THE

~~Date of~~SECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported) May 13, 2008~~1934

Date of Report (Date of earliest event reported) December 20, 2009

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.)
300 State Street East, Suite 226, Oldsmar, Florida		34677
PO Box 992, Oldsmar, Florida		34677
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code~~ (~~813~~727) ~~749~~417-~~8800~~7807

(Registrant’s telephone number, including area code)

Not applicable.

(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):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4 7.01 ~~CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT~~ REGULATION FD DISCLOSURE.

~~Effective~~On ~~May~~November 134th, 2008, ~~our~~a group ~~Board~~of investors with the assistance of ~~Directors~~a ~~dismissed~~an R“Affiliate” and consultant of the Company and former director of See World Satellites, Inc.E, Mr. ~~Bassie~~Richard &“Rickey” Miller, Cowho had been paid in excess of $3.1 asMillion ~~our~~in cash by the Company ~~independent~~relating ~~accountant~~to the acquisition of See World, affected a scheme to seize control of the primary bank account of See World Satellites, Inc. R a wholly-owned subsidiary of the Company for their own benefit.E. ~~Bassie~~The &scheme Cowas not supported by any legal documents from any court in the United States. ~~performed~~Essentially ~~our~~Mr. ~~audits~~Miller acted as ~~for~~the primary facilitator of the ~~fiscal~~scheme ~~years~~by ~~ended~~using ~~December~~his 31personal relationship with employees at a branch of S & T Bank in Indiana, ~~2006~~Pa to affect the scheme and seize ~~2007~~control of See World’s bank account without providing any notification to the accounts rightful holders.

~~Except~~Management used asall ~~reported~~of inits resources both Company wide and personal to retain the ~~Form 10-K~~asset for the benefit of the ~~fiscal~~stockholders ~~year~~including ~~ended~~hiring Pittsburgh, ~~December~~PA 31based law firm of Thorp, ~~2007~~Reed and Armstrong, LLP and others to consult and ultimately file a law suit against the ~~Form~~group ~~10-KSB/A~~of ~~for~~investors and Mr. Miller in December of 2008. The group retained the law firm of Fellhiemer & Eichen and filed a ~~fiscal~~counter ~~year~~suit. ~~ended~~After ~~December~~several 31motions to move the jurisdiction out of Indiana, ~~2006~~Pa and by using tactics the investor group’s attorney’s were familiar with, ~~each~~the group’s ofattorney ~~which~~was ~~stated~~able ~~that~~to "delay the Company’s ~~has~~request for an immediate court ~~suffered~~hearing ~~recurring~~(preliminary ~~losses~~injuction) ~~from~~on ~~operations~~the matter thereby delaying the process until at least February of 2009. At this point," after exhausting tens of thousands of dollars in legal fees and with consultation of its various legal representatives and management’s opinion that ~~"[t]hese~~Miller ~~factors~~had ~~raise~~caused irreparable damage to See World ~~substantial~~Satellites, ~~doubt~~Inc. ~~about~~relative to managements future ability to operate the Company’s, management ~~ability~~decided to ~~continue~~attempt asto asettle ~~going~~the ~~concern~~matter. On March 30th," 2009 the ~~reports~~Company ofentered ~~R.E.~~into ~~Bassie~~a &settlement Coagreement that ended the various lawsuits and canceled over $4.5 onMillion ~~our~~in ~~financial~~debt ~~statements~~obligations ~~for~~of the ~~fiscal~~Company and all ~~years~~outstanding ~~ended~~warrants ~~December~~and ~~31,~~notes ~~2007~~held by the group and ~~2006~~Miller. ~~did~~Management ~~not~~believes that ~~contain~~as anof ~~adverse~~December ~~opinion~~20th or2009, it has fulfilled all of its obligations under the ~~disclaimer~~settlement agreement and as of ~~opinion~~December 20, ~~and~~2009 ~~were~~the ~~not~~settlement ~~modified~~agreement is deemed by the Company as complete and final. For disclosure purposes and to provide ~~uncertainty,~~shareholders ~~audit~~with ~~scope~~a better understanding of the events surrounding this matter and the actions taken by management, orthe Company sets forth the following ~~accounting~~facts ~~principals.~~and comments:

~~In connection~~· ~~with~~Sometime ~~the~~prior ~~audits~~to ~~for~~November 3, 2008 Mr. Richard “ Rickey” Miller entered intoi an undisclosed “Memorandum of Understanding” (see item 5 of the ~~past~~settlement ~~two~~agreement)with ~~fiscal~~a ~~years~~group ~~and~~of ~~through~~investors allowing himself and the ~~termination~~ ~~date~~group to seize control of See World Satellites, ~~there~~Inc ~~were~~by noseizing ~~disagreements~~the ~~with~~bank ~~R.E.~~account ~~Bassie~~and &redirecting ~~Co., whether~~contracts orand ~~not~~funds ~~resolved,~~generated onfrom ~~any~~materially ~~matter~~contracts. The “Memorandum of ~~accounting~~Understanding” ~~principals~~while orto ~~practices, financial~~date ~~statement~~a ~~disclosure,~~copy orhas ~~auditing~~not ~~scope~~been ordelivered ~~procedure,~~to ~~which,~~management ifstated ~~not resolved~~at a minimum that; Miller was to ~~R.E.~~be ~~Bassie~~paid &cash ~~Co.’s~~and ~~satisfaction,~~stock ~~would~~including ~~have~~at ~~caused~~least ~~R.E.~~$250,000 ~~Bassie &~~in ~~Co.~~cash to ~~make~~be ~~reference~~wired directly to ~~the~~Millers ~~subject~~personal ~~matter~~bank account within 5 days of the ~~disagreement~~signing of the “Settlement Agreement”. He would also gain a personal stake and board seat in ~~connection~~ ~~with~~See ~~its~~World ~~report~~satellites, Inc.

~~R.E. Bassie~~· &During ~~Co. was provided a copy of~~ the ~~foregoing~~period ~~disclosures and was requested to furnish a letter addressed to the United States Securities and Exchange Commission stating whether or not it agrees with the above disclosures. As~~ of ~~the~~January ~~date of this report~~3, we2006 ~~have~~through ~~not~~November ~~received~~4th, a2008 ~~copy~~FTS ofGroup, ~~the~~Inc. ~~letter pursuant~~paid ~~to that request~~Mr. ~~Upon~~Miller ~~receipt,~~over we$3.1 ~~will~~Million ~~file~~in acash ~~copy~~relating ofto the ~~letter~~acquisition inof ~~an amendment~~See ~~to this report~~World.

On· ~~May~~Since ~~13, 2008, our Board of Directors engaged J. Crane & Company, P.C. as our independent registered public accounting firm for~~ the ~~fiscal~~acquisition ~~year~~was ~~ended~~completed ~~December~~by ~~31, 2008. During~~ the ~~fiscal years~~Company ~~ended~~on ~~December 31~~Janaury3, ~~2007 and~~ 2006 ~~and through May 13, 2008, no one on our behalf has consulted with J~~Mr. ~~Crane~~Miller &was ~~Company regarding: (i)~~ the ~~application of~~highest ~~accounting~~paid ~~principles~~individual toworking aat ~~specified~~See ~~transaction,~~World ~~either completed or proposed; or the type of audit opinion that might be rendered on our financial statements~~Satellites, Inc. and ~~neither~~he anegotiated ~~written~~all ~~report~~material ~~was~~contracts ~~provided~~between tothe ~~us nor oral advice was provided that J. Crane &~~ Company ~~concluded~~and ~~was~~DISH ~~an important factor considered by us in reaching a decision as to any accounting~~Networks, ~~auditing~~All ~~or financial~~Systems ~~reporting issue; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K~~ and ~~the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)~~others.

~~This report~~· ~~contains~~During ~~forward-looking~~the ~~statements~~time ~~that~~Miller ~~involve~~was ~~risks~~negotiating ~~and~~with ~~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~~investor ~~for~~group ~~many~~he ~~reasons,~~was ~~including~~also ~~the risks described~~ in ~~our~~ ~~Form~~active ~~10-K~~discussions ~~and other reports we file~~ with the ~~Securities~~Company ~~and~~regarding ~~Exchange Commission.~~his ~~Although~~outstanding ~~management~~note. ~~believes~~In ~~the~~October ~~expectations~~of ~~reflected in the forward-looking statements are reasonable~~2008, ~~they~~weeks ~~relate~~before ~~only~~he toentered ~~events~~into ~~as of~~ the ~~date~~ onMemorandum ~~which the statements are made. We do not intend to update any~~ of ~~the forward-looking~~Understanding, ~~statements~~Miller ~~after~~had ~~the~~agreed ~~date~~in ofwriting ~~this~~toreduce ~~report~~his to$1,500,000 ~~conform~~remaining ~~these statements~~note to ~~actual~~$750,000 ~~results~~subject or to ~~changes~~terms inand ~~its expectations, except as required by law~~conditions.

~~SIGNATURES~~· November 4, 2008, Miller walks into S&T bank stating that he is a board member and uses his personal relationship with an employee at S & T Bank to seize control of the bank account. He then uses his personal relationship’s to redirect all material contracts between the Company and DISH Networks, All Systems and others to circumvent the contractual and legal obligations required under the legal process and seize the accounts for his own benefit and benefit of the investor group. No existing board members are advised that a board meeting even took place as required.

·	Prior to November 4, 2008 the Company had received no “Default” notices from Miller regarding his outstanding note.

It is the Company’s opinion that Mr. Miller was without doubt an “Affiliate” of the Company as defined by the Securities and Exchange Commission which defines and affiliate as “a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with," the company. "Control" is defined as "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise."

Clearly by providing his assistance to the Investor group and negotiating a deal to enrich himself at the expense of the shareholders and to redirect the Company’s material contracts with DISH Network and others including its primary bank account at S&T Bank (Which Miller was not on) he was, by definition an affiliate of the Company and subject to Securities and Exchange Commission rules regarding the treatment and dissemination of non public information which he clearly used for his own benefit.

Management is evaluating several options moving forward to attempt to recoup some of its lost value caused by Miller for the benefit of the stockholders. Even though it is the opinion of management that Mr. Miller potentially violated both federal and state securities laws for his own financial enrichment, the terms the escrow agreement were not enforced, as well as the terms and procedures of the corporate laws and contracts governing See World Satellites, Inc.. Shareholders should be aware, the events described above have created significant financial obligations for the Company and while management evaluates the future plans for the Company shareholders should be aware that a possible bankruptcy filings is one of the options being considered.

This report may contain 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 our annual report on Form 10-K and other filings we make 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.

ITEM 9.01 EXHIBITS.

EXHIBIT NUMBER				DESCRIPTION
10.48				Delivery demand notice received October 7, 2008

10.49				Lawsuit filing between the Company and Richard E. Miller, Ellis International, Ltd, Platinum Long Term Growth V, Whalehaven Capital Fund Limited, Alpha Capital Anstalt, Bristol Investment Fund, LTD., Omega Capital Small Cap Fund, CMS Capital, Iroquois Master Fund
10.50				Settlement Agreement between the Company and Richard E. Miller, Ellis International, Ltd, Platinum Long Term Growth V, Whalehaven Capital Fund Limited, Alpha Capital Anstalt, Bristol Investment Fund, LTD., Omega Capital Small Cap Fund, CMS Capital, Iroquois Master Fund
10.51				Escrow Agreement between the Company and Richard E. Miller, Ellis International, Ltd, Platinum Long Term Growth V, Whalehaven Capital Fund Limited, Alpha Capital Anstalt

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.~~	FTS Group, Inc.
	~~(Registrant)~~	(Registrant)
Date May 19, 2008	/s/ Scott Gallagher
Date	December 23, 2009
	Scott Gallagher
		/s/ Scott Gallagher
	Chief Executive Officer
		(Signature)
		Name: Scott Gallagher
		Title: Acting CEO

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