This report on Form 10-Q contains forward-looking statements that involve risk 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 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 report to conform these statements to actual results or to changes in our expectations, except as required by law.

This "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with our Financial Statements, including the related notes, appearing in our annual report on Form 10-K for the fiscal year ended December 31, 2007. The preparation of this quarterly report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results reported in the future will not differ from those estimates or that revisions of these estimates may not become necessary in the future.

Overview

We are an acquisition and development company focused on developing, acquiring and investing in cash-flow positive businesses and viable business projects primarily in the Internet, wireless and technology industries. We operate a diversified wireless business through two of our wholly-owned subsidiaries, See World Satellites, Inc. and FTS Wireless, Inc. See World is a Regional Service Provider and retail distributor for DISH Network Services satellite television systems primarily to business and retail customers in the western Pennsylvania market and nationally through our retail channel. FTS Wireless is an emerging distributor of next generation wireless communications devices and related products and services. FTS Wireless operates retail wireless locations in the Gulf Coast market of Florida as well as an online e-store at www.CellChannel.com. All of the retail locations are leased properties. Through our third majority-owned subsidiary, Elysium Internet, Inc., an online media company focused on developing and acquiring a subscription based targeted Internet directory business, we owned and operated an Internet media and advertising business. The Company also owns 100% of OTG Technologies Group, Inc. (Florida) a Company that had been set up to facilitate the proposed acquisition of certain assets from On The Go Healthcare, Inc. The Company rescinded its letter of intent and currently has no ongoing operations in OTG Technologies Group, Inc. and plans to dissolve the entity. Elysium generates revenue by selling advertising directly to customers through our directory websites as well as through affiliate programs that leverage the direct navigation Internet traffic of our domain portfolio. On April 4, 2008, we sold the Elysium Internet assets to US Biodefense, Inc. now Elysium Internet, Inc. As a result of the transaction we own 60% of the public entity Elysium Internet, Inc.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments and estimates. We believe the following critical accounting policies effect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Derivative Financial Instruments

We estimate the fair value of our complex derivative financial instruments that are required to be carried as liabilities at fair value pursuant to Statements on Financial Accounting Standards No. 133 Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133).

We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we frequently enter into certain other financial instruments and contracts, such as debt financing arrangements, preferred stock arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts or (iii) may be net-cash settled by the counterparty to a financing transaction. As required by SFAS 133, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

We estimate fair values of derivative financial instruments using various techniques, and combinations thereof, that are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), we consider, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes option valuation technique, since it embodies all of the requisite assumptions, including trading volatility, estimated terms and risk free rates, necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, we generally use the Flexible Monte Carlo valuation technique since it embodies all of the requisite assumptions, including credit risk, interest-rate risk and exercise/conversion behaviors, that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in our trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

Revenue Recognition

Our wholly-owned subsidiary, FTS Wireless, recognizes revenue from the activation of new wireless customers and the sale of wireless handsets, airtime and accessories at the time of activation or sale. Net revenues from wireless activations are recognized during the month the activation is performed. Allowances for chargebacks, returns, discounts and doubtful accounts are provided when sales are recorded. Shipping and handling costs are included in cost of sales.

Our wholly-owned subsidiary, See World Satellites, Inc. recognizes revenue when it makes a sale within the store, completes a retail satellite receiver installation at the customer's home and the customer signs a contract, or completes a retail service provider satellite receiver installation at the customer's home and the customer signs a contract.

Elysium Internet, Inc. recognized revenue when it made a sale through its directory business. Sales generated from third-party aggregators were recognized in the month they were made.

Our post-paid activations from the retail side of See World's business are subject to possible chargebacks of commissions if a customer deactivates service within the allowable 180-day period after signing the contract.. We have set up a reserve for possible activation chargebacks. Based on SFAS No. 48, this is permitted if reliable estimates of the expected refunds can be made on a timely basis, the refunds are being made for a large pool of homogeneous terms, there is sufficient company-specific historical basis upon which to estimate the refunds, and the amount of the commission specified in the agreement at the outset of the arrangement is fixed, other than the customer's right to request a refund.

Accounts Receivable

Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts.

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider all short-term debt securities with maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss included in the results of operations. Depreciation is computed over the estimated useful lives of the assets (3-20 years) using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Maintenance and repairs are charged to operations as incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from those estimates.

Goodwill and Intangible Asset Impairment

Realization of long-lived assets, including goodwill, is periodically assessed by our management. Accordingly, in the event that facts and circumstances indicate that property and equipment, and intangible or other assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if a write-down to market value is necessary. In management's opinion, there was no impairment of such assets at June 30, 2008.

Inventories

Inventories are valued at the lower of cost determined on a first-in, first-out method, or market value.

        SEGMENT RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008

                                                        Three Months Ended June 30, 2008                                           Six Months Ended June 30, 2008
                                            FTS           FTS         See         Elysium                            FTS           FTS          See         Elysium
                                           Group       Wireless      World       Internet                           Group        Wireless      World       Internet
                                            Inc.         Inc.      Satellites      Inc.          Total               Inc.          Inc.      Satellites      Inc.          Total
Revenues
  External                              $       -      $ 325,505   $  885,690   $   22,759    $ 1,233,954        $       -      $  895,105   $1,863,127   $   40,977    $ 2,799,209
  Internal                                 375,000           -            -             -        375,000            750,000            -            -                      750,000
   Segment Revenues                        375,000      325,505      885,690       22,759      1,608,954            750,000       895,105     1,863,127      40,977      3,549,209

Cost of Goods Sold                              -       275,126      143,762            -        418,888                 -        765,845      303,616            -      1,069,461

Gross Profit                               375,000       50,379      741,928       22,759      1,190,066            750,000       129,260     1,559,511      40,977      2,479,748

Selling, General, & Administrative
  External                                 239,389       67,041      704,049       778,951     1,789,430            506,335       157,705     1,425,467      807,763     2,897,270
  Internal                                      -        75,000      300,000            -        375,000                 -        150,000      600,000            -        750,000
   Segment S, G, &A                        239,389      142,041     1,004,049      778,951     2,164,430            506,335       307,705     2,025,467      807,763     3,647,270

Subtotal                                   135,611       (91,662)    (262,121)    (756,192)     (974,364)           243,665       (178,445)    (465,956)    (766,786)    (1,167,522)

Failed Acquisition                        (536,136)          -            -             -        (536,136)         (536,136)           -            -             -       (536,136)
Derivative Gain (Loss)                     46,466            -            -        125,154       171,620            115,049            -            -        125,153       240,202
Depreciation                                (2,425)      (2,396)      (7,717)           -        (12,538)           (11,806)       (4,792)     (15,435)           -        (32,033)
Gain (loss) in Disposed Assets             118,164           -            -         (1,592)      116,572            135,036            -            -         (1,592)      133,444
Impairment of Assets                            -            -            -        (47,500)      (47,500)                -             -            -        (47,500)      (47,500)
Interest                                  (191,001)          -          (719)           -       (191,720)          (265,956)           -        (2,953)           -       (268,909)

Net Income (Loss)                         (429,321)      (94,058)    (270,557)    (680,130)    (1,474,066)         (320,148)      (183,237)    (484,344)    (690,725)    (1,678,454)

Intersegment Adjustments                  (375,000)      75,000      300,000            -             -            (750,000)      150,000      600,000            -             -
                                          (804,321)      (19,058)     29,443      (680,130)    (1,474,066)        (1,070,148)     (33,237)     115,656      (690,725)    (1,678,454)
Less: Minority Interests                                     -            -        272,051       272,051                 -             -            -        272,051       272,051
                                        $(1,608,642)   $ (38,116)  $   58,886   $  (408,079)  $(1,202,015)       $(1,070,148)   $  (33,237)  $  115,656   $  (418,674)  $(1,406,403)

Three and Six Months Ended June 30, 2008 Compared to the Three and Six Months Ended June 30, 2007

Total Operating Revenues

We generated $1,233,951 of total revenues for the three months ended June 30, 2008 as compared to $1,765,673 for the three months ended June 30, 2007 resulting in a decrease of approximately $531,722. For the six months ended June 30, 2008, consolidated sales decreased $767,887, to $2,799,206 as compared to consolidated sales of $3,567,093 for the six months ended June 30, 2007. The decrease in top line revenue is attributable to the strategic decision we made to reduce our retail store count by selling three locations during the first quarter and realign the retail side of our wireless distribution business towards a predominately online business model that generates a higher profit margin. During the first quarter we launched our online e-store at www.CellChannel.com. Sales generated from CellChannel.com were minimal at June 30, 2008 although we expect sales to increase during the second half of the year into 2009. In addition top line sales at our satellite television business decreased due to reduced business generated by our regional service provider business in install DISH network satellite systems. DISH experienced its first net customer decline in 12 years during the quarter. During the first 45 days of the third quarter we believe that changes made by DISH will result in improved sequential results in the third quarter.

Total Operating Costs and Expenses

Total operating costs increased $1,242,344 to $2,289,129 for the three months ended June 30, 2008 compared to $1,046,785 for the three months ended June 30, 2007. Included in total operating costs was a $300,522 decrease in cost of goods sold from $719,410 during the three months ended June 30, 2007 to $418,888 during the three months ended June 30, 2008. The primary reason for the decrease in cost of goods sold was the decline in lower margin sales at FTS Wireless as a result of selling three retail locations during the quarter and changing our efforts to begin selling wireless products over the Internet. General and Administrative expenses increased $810,276 from $981,270 during the three months ended June 30, 2007 to $1,791,546 during the three months ended June 30, 2008. The increase in General and Administrative expenses is primarily related to one time cost incurred relating to the proposed OTG asset purchase as well as increases in gas prices effecting See World Satellite and increased consulting fees relating to the Elysium transactions and investor relations fees. We expect the expense level to decrease during the second half of the year from Q2 levels but remain higher than the levels reported during the second half of 2007. We expect expense levels across the board to decrease as we enter 2009.

Other Income (Expense)

Included in other income is a net gain of $161,939 of income relating to changes in the fair value of derivative liabilities. Income from derivative liabilities increased from $9,681 during the three months ended June 30, 2007 to $171,620 for the three months ended June 30, 2008 as a result of the decline in our stock price. During the three months ended June 30, 2008, we recorded an expense of $536,136 relating to the failed OTG transaction. We also experienced an impairment of assets of $47,500 during the period ended June 30, 2008. Interest expenses increased by $126,943 from $75,196 during the three months ended June 30, 2007 to $202,139 during the three months ended June 30, 2008 primarily relating to the failed OTG transaction.

Net Income (Loss) from Continuing Operations

We reported a net loss of $1,474,066 for the three months ended June 30, 2008 compared to a net loss of $522 for the three months ended June 30, 2007. The $1,473,544 increase to our net loss is primarily related to the failed OTG transaction and to a lesser extent increases in fuel prices as well as increased consulting fees compared to the quarter over quarter period.

Liquidity and Capital Resources

Our requirements for capital are to:

o pay down debt,

o fund possible acquisitions; and

o provide working capital and funds to expand our current business.

Our primary source of financing during the six months ended June 30, 2008 was cash generated from operating activities, notes being issued and cash received from the issuance of common stock.

As of June 30, 2008, our Current Assets were $7,618,574, consisting of $5,177,696 of goodwill, $1,542,390 in domain assets, $213,613 in un-amortized discount on convertible debt, $418,996 in inventory, $120,771 in prepaid expenses, $84,032 in accounts receivables, $49,052 of property and equipment, net of depreciation and $5,638 in cash and cash equivalents.

As of June 30, 2008, our Current Liabilities were $6,419,112, consisting of $2,885,277 of notes payable, $1,446,213 of related party convertible debt, $1,030,099 of accounts payable and accrued expenses, $493,752 of officer note payable, $75,000 related party note payable, $160,000 settlement reserve, $80,281 in capital lease obligations, $227,070 in fair value of derivative liabilities and $21,420 of capital lease obligation current portion.

Going Concern Opinion

We believe that our continued existence is dependent upon our ability to grow the profits of our satellite television and Internet operations,, and our ability to raise additional capital to reduce debt. Accordingly, the notes to our unaudited, interim consolidated financial statements express substantial doubt about our ability to continue as a going concern.

Future Operations

While Management believes it has made significant progress in developing the ongoing operations of the Company with the acquisition of See World Satellites, Inc and the development of Elysium Internet, Inc., the Company has adjusted its future plans relating to the operations of FTS Wireless, Inc. After several years of focusing on the retail wireless business, management has decided to focus on the higher margin online business in the wireless space. Constant changes to rate plans and contracts, charge backs and dealing with carriers and master agents in general has proved to be a time consuming and not very profitable endeavor. Therefore going forward, the Company will focus on expanding its higher margin satellite installation and Internet media businesses as well as develop several other online e-commerce properties such as CellChannel.com , there is no certainty that the changes to our business model will be successful in view of changing market conditions, technological innovations and legal and regulatory requirements to operate a public Company. For the remainder of 2008, management expects the primary focus of its efforts to be on reducing its convertible debt and developing its Satellite television and Internet related operations, which it believes will translate into higher revenue growth, and profitability. In addition, Management expects to continue to expend funds related to the Elysium Internet Venture. There is no certainty that the profit margins the Company may generate will be sufficient to offset the anticipated marketing, salary and other expenditures and may result in net cash outflow for 2008.

The Company experienced a loss from operations during the quarter and six months ended June 30, 2008. Management expects to continue to incur losses in the coming quarters during 2008. The Company is evaluating all planned general and administrative and marketing expenditures required to execute its business plan for the remainder of 2008. The Company may also seek to explore new business opportunities or partnerships to increase its Internet and Satellite operations and improve gross margins. These acquisitions may require additional cash beyond what is available and such funds may be raised by way of equity and/or debt financing, and through the sale of non-strategic assets. Management is targeting a return to profitability during the first half of 2009.

The interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future. The Company's ability to continue as a going-concern is dependent on continued financial support from its investors, the ability of the Company to raise equity financing, and the attainment of profitable operations and external financings to meet the Company's liabilities as they become payable. The outcome of our operations and fundraising efforts is dependant in part on factors and sources beyond the direct control of the Company that cannot be predicted with certainty. Access to debt or equity financing is not assured and Management may not be able to enter into arrangements with financing sources on terms acceptable to the Company, if at all. If the Company is unable to raise adequate funds as needed, Management may seek other alternatives including approaching current shareholders for financing, curtailing some operations and growth activities. The accompanying financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future. These financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company has no current plans to purchase any significant property and equipment.

Off Balance Sheet Arrangements

As of June 30, 2008, we did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Because we are a smaller reporting company, this Item is not applicable to us.

Item 4T. Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer / Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer / Interim Chief Financial Officer has concluded that our disclosure controls and procedures as of June 30, 2008 are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer / Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.