<PAGE>

    As filed with the Securities and Exchange Commission on February 14, 2003

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FTS APPAREL, INC.

             (Exact name of registrant as specified in its charter)

                COLORADO                           84-1416864
                ---------                           ----------
     (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)          Identification No.)

                       301 Oxford Valley Road, Suite 1202
                   Yardley, Pennsylvania 19067 (215) 369-9979
                            Facsimile: (215) 369-9957
                                 --------------
     (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE CONSULTING AGREEMENTS
                            (Full Title of the Plan)

                       301 Oxford Valley Road, Suite 1202
                   Yardley, Pennsylvania 19067 (215) 369-9979
                            Facsimile: (215) 369-9957
                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)


                               CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      PROPOSED
                                                       MAXIMUM       PROPOSED
                                           AMOUNT     OFFERING       MAXIMUM        AMOUNT OF
TITLE OF SECURITIES                        TO BE       PRICE        AGGREGATE     REGISTRATION
TO BE REGISTERED                         REGISTERED  PER SHARE   OFFERING PRICE        FEE
---------------------------------------  ----------  ----------  ---------------  -------------

<S>                                            <C>         <C>         <C>              <C>
Common Stock, par value $.001 per share   1,900,000  $      .11  $ 209,000          $  19.23
TOTAL:                                    1,900,000  $      .11  $ 209,000          $  19.23
---------------------------------------  ----------  ----------  ---------------  -------------
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant  to  Rule  457(c)  on the basis of the average of the high and low
     prices  of  the  common  stock  of the Registrant as traded in the over-the
     counter  market  and  reported  on the OTC Electronic Bulletin Board of the
     National  Association  of  Securities  Dealers  on  February  13,  2003

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
FTS APPAREL INC., 301 Oxford Valley Road, Suite 1202, Yardley, Pennsylvania
19067.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
          December  31,  2001  filed  pursuant  to Section 13(c) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  Form  10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
          "Common  Stock")  of  the  Registrant is contained in the Registrant's
          registration  statement  on  Form  10-KSB,  as  amended.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

                                        2

<PAGE>

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

Not Applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.


Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling our Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

As  permitted  by  the  Colorado  Business  Corporation  Act,  our  articles  of
incorporation,  eliminate,  with  certain  exceptions, the personal liability of
our  directors  to us and our shareholders for monetary damages as a result of a
breach  of  fiduciary  duty.  This provision makes it more difficult to assert a
claim  and  obtain damages from a director in the event of a breach of fiduciary
duty.  The Colorado Business Corporation Act provides that a corporation has the
power  to:  (i)  indemnify  directors,  officers,  employees  and  agents of the
corporation  against  judgments,  fines  and  amounts  paid  in  settlement  in
connection  with  suits,  actions  and  proceedings and against certain expenses
incurred  by  these  parties  if specified standards of conduct are met and (ii)
purchase  and  maintain  insurance  on  behalf  of  any of these persons against
liabilities  incurred by them in these capacities. Our articles of incorporation
also  provide  for  indemnification  of  our  officers,  directors,  agents  and
employees  against  expenses  or  liability  reasonably  incurred by them in any
action,  suit or proceeding in which they are made parties by reason of being or
having  been  one  of  our officers, directors, agents or employees, to the full
extent  required  or  permitted  by  Colorado  law.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
------------  -----------

     4.     Consulting Agreements with James Gibson, Diane Liceto, Tommy Holman
            and Michael Novielli.

     5.     Opinion  of  Michael S. Krome, Esq.

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

     23.2   Consent  of Stark Winter Schenkein & Co., LLP
..

ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any prospectus required by Section 10 (a) (3) of the
               Securities  Act  of  1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement;

          (iii)  To include any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          provided  however,  that  paragraphs  (a)(1)(i) and (a) (1)(ii) do not
          apply  if the conformation required to be included in a post effective
          amendment  by  those paragraphs is contained in periodic reports filed
          with  or  furnished  to  the  Commission by the Registrant pursuant to
          Section  13  or  15(d) of the Securities Exchange Act of 1934 that are
          incorporated  by  reference  in  this  registration  statement.


                                        4
<PAGE>

     2.   That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

     (b)     The  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each  filing  of  any employee benefits plan's annual
report  pursuant  to Section 15 (d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a  new registration statement relating to the securities offered herein, and the
offering  of  such  securities at that time shall be deemed to be in the initial
bona  fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        5
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of Yardley, State of Pennsylvania on the 13th day of
February 2003.

                              FTS APPAREL,  INC.


                              By:  /s/ Scott Gallagher
                              --------------------
                              Scott Gallagher
                              President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                     TITLE                                     DATE
                     -----                                     ----

/s/  Scott  Gallagher           Chairman of the Board,        February 13, 2003
-----------------------         Chief  Executive  Officer,
Scott  Gallagher                President  and  Director


/s/  James H. Gilligan           Director                     February 13, 2003
-----------------------
James  H.  Gilligan



/s/  W. Scott  McBride           Director                    February 13, 2003
-----------------------
W. Scott  McBride
                                      6


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14043}]
{"company-data": {"conformed-name": "FTS APPAREL INC", "cik": "0001062663", "assigned-sic": "2253", "irs-number": "841416864", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103221", "film-number": "03564849"}, "business-address": {"street1": "ONE OXFORD VALLEY", "street2": "SUITE 810", "city": "LANGHORNE", "state": "PA", "zip": "19047", "phone": "215-741-5883"}, "mail-address": {"street1": "ONE OXFORD VALLEY", "street2": "SUITE 810", "city": "LANGHORNE", "state": "PA", "zip": "19047"}, "former-company": {"former-conformed-name": "FULL TILT SPORTS INC", "date-changed": "19980729"}}
As filed with the Securities and Exchange Commission on February 14, 2003

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FTS APPAREL, INC.

             (Exact name of registrant as specified in its charter)

                COLORADO                           84-1416864
                ---------                           ----------
     (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)          Identification No.)

                       301 Oxford Valley Road, Suite 1202
                   Yardley, Pennsylvania 19067 (215) 369-9979
                            Facsimile: (215) 369-9957
                                 --------------
     (Address, Including Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE CONSULTING AGREEMENTS
                            (Full Title of the Plan)

                       301 Oxford Valley Road, Suite 1202
                   Yardley, Pennsylvania 19067 (215) 369-9979
                            Facsimile: (215) 369-9957
                      (Name, Address and Telephone Number,
                   including Area Code, of Agent for Service)

                               CALCULATION OF REGISTRATION FEE
PROPOSED
                                                       MAXIMUM       PROPOSED
                                           AMOUNT     OFFERING       MAXIMUM        AMOUNT OF
TITLE OF SECURITIES                        TO BE       PRICE        AGGREGATE     REGISTRATION
TO BE REGISTERED                         REGISTERED  PER SHARE   OFFERING PRICE        FEE
---------------------------------------  ----------  ----------  ---------------  -------------
Common Stock, par value $.001 per share   1,900,000  $      .11  $ 209,000          $  19.23
TOTAL:                                    1,900,000  $      .11  $ 209,000          $  19.23
---------------------------------------  ----------  ----------  ---------------  -------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant  to  Rule  457(c)  on the basis of the average of the high and low
     prices  of  the  common  stock  of the Registrant as traded in the over-the
     counter  market  and  reported  on the OTC Electronic Bulletin Board of the
     National  Association  of  Securities  Dealers  on  February  13,  2003
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
FTS APPAREL INC., 301 Oxford Valley Road, Suite 1202, Yardley, Pennsylvania
19067.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
          December  31,  2001  filed  pursuant  to Section 13(c) or 15(d) of the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
          15(d)  of the Exchange Act since the end of the fiscal year covered by
          the  Form  10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
          "Common  Stock")  of  the  Registrant is contained in the Registrant's
          registration  statement  on  Form  10-KSB,  as  amended.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

                                        2
ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

Not Applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling our Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

As  permitted  by  the  Colorado  Business  Corporation  Act,  our  articles  of
incorporation,  eliminate,  with  certain  exceptions, the personal liability of
our  directors  to us and our shareholders for monetary damages as a result of a
breach  of  fiduciary  duty.  This provision makes it more difficult to assert a
claim  and  obtain damages from a director in the event of a breach of fiduciary
duty.  The Colorado Business Corporation Act provides that a corporation has the
power  to:  (i)  indemnify  directors,  officers,  employees  and  agents of the
corporation  against  judgments,  fines  and  amounts  paid  in  settlement  in
connection  with  suits,  actions  and  proceedings and against certain expenses
incurred  by  these  parties  if specified standards of conduct are met and (ii)
purchase  and  maintain  insurance  on  behalf  of  any of these persons against
liabilities  incurred by them in these capacities. Our articles of incorporation
also  provide  for  indemnification  of  our  officers,  directors,  agents  and
employees  against  expenses  or  liability  reasonably  incurred by them in any
action,  suit or proceeding in which they are made parties by reason of being or
having  been  one  of  our officers, directors, agents or employees, to the full
extent  required  or  permitted  by  Colorado  law.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
------------  -----------

     4.     Consulting Agreements with James Gibson, Diane Liceto, Tommy Holman
            and Michael Novielli.

     5.     Opinion  of  Michael S. Krome, Esq.

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

     23.2   Consent  of Stark Winter Schenkein & Co., LLP
..

ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any prospectus required by Section 10 (a) (3) of the
               Securities  Act  of  1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement;

          (iii)  To include any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

          provided  however,  that  paragraphs  (a)(1)(i) and (a) (1)(ii) do not
          apply  if the conformation required to be included in a post effective
          amendment  by  those paragraphs is contained in periodic reports filed
          with  or  furnished  to  the  Commission by the Registrant pursuant to
          Section  13  or  15(d) of the Securities Exchange Act of 1934 that are
          incorporated  by  reference  in  this  registration  statement.

                                        4
2.   That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

     (b)     The  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each  filing  of  any employee benefits plan's annual
report  pursuant  to Section 15 (d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a  new registration statement relating to the securities offered herein, and the
offering  of  such  securities at that time shall be deemed to be in the initial
bona  fide  offering  thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        5
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of Yardley, State of Pennsylvania on the 13th day of
February 2003.

                              FTS APPAREL,  INC.

                              By:  /s/ Scott Gallagher
                              --------------------
                              Scott Gallagher
                              President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                     TITLE                                     DATE
                     -----                                     ----

/s/  Scott  Gallagher           Chairman of the Board,        February 13, 2003
-----------------------         Chief  Executive  Officer,
Scott  Gallagher                President  and  Director

/s/  James H. Gilligan           Director                     February 13, 2003
-----------------------
James  H.  Gilligan

/s/  W. Scott  McBride           Director                    February 13, 2003
-----------------------
W. Scott  McBride
                                      6