EXECUTIVE WEALTH MANAGEMENT SERVICES INC /FL/
10QSB, 1998-05-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10Q-SB

            Quarterly Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

For the three months ended                   Commission File Number
March 31, 1998                               33-48017-A

                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                          (a Florida corporation)
          (Exact name of Registrant as specified in its Charter)
              Florida                           59-2087068
- ------------------------------              ---------------------
State or other jurisdiction of                    I.R.S. Employer
incorporation or organization               Identification Number

            2323 Stickney Point Road, Sarasota, Florida  34231
            --------------------------------------------------
            (Address of principal executive offices, zip code)

Registrant's telephone number, including area code:  (941) 921-9700

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

      Indicate  by  check mark whether the Registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the Registrant was required to file such reports), and (2)  has
been subject to such filing requirements for the past 90 days.  Yes /  X  /
No  /  / .

     For the three months ended March 31, 1998, the Registrant had revenues
of $672,480.

      As  of March 31, 1998, the Registrant had 5,000,000 Shares authorized
and  2,615,485  Shares  outstanding.  The aggregate  market  value  of  the
outstanding  shares held by non-affiliates, computed by  reference  to  the
price at which the stock was sold is $1,457,992.

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

      Set forth below are the unaudited financial statements reflecting the
Company's  financial  condition  as of March  31,  1998,  and  the  related
statements  of  operations and shareholders' equity for the  three   months
ended March 31, 1998 and 1997.




      [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]


          EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.

                         BALANCE SHEET

                   March 31, 1998 (Unaudited)
<TABLE>
<CAPTION>

ASSETS

<S>                                               <C>
CURRENT ASSETS
  Cash                                            $  11,922
  Accounts receivable from
    correspondent brokers                           144,418
  Accounts receivable from affiliates                 2,174
  Accounts receivable from others                    15,852
  Prepaid expenses                                   17,500
                                                  ----------
        TOTAL CURRENT ASSETS                        191,866
                                                  ==========
INVESTMENTS

Furniture, Fixtures and Equipment -
  at cost net of accumulated depreciation            25,711

OTHER ASSETS
  Deposits with clearing organizations               40,093
  Other deposits                                      1,934
                                                  ----------
     TOTAL ASSETS                                 $ 259,604
                                                  ==========



LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Accounts payable                                $  10,615
  Commissions payable                               133,446
                                                  ----------
     TOTAL CURRENT LIABILITIES                      144,061
                                                  ==========

STOCKHOLDER S EQUITY
  Preferred Stock - authorized 750,000
    shares of $.01 par value; no shares
      issued or outstanding                         ---
  Common Stock - authorized 5,000,000
   shares of $.002 par value; issued and
     outstanding 2,615,485 shares                     5,231
  Additional paid-in capital                      1,105,639
  Additional paid-in capital, warrants                4,410
  Retained earnings                                (999,737)
                                                  ----------
     TOTAL STOCKHOLDERS' EQUITY                     115,543
                                                  ----------
TOTAL LIABILITIES & STOCKHOLDER S EQUITY          $ 259,604
                                                  ==========
</TABLE>
                                     
                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
                          STATEMENTS OF OPERATION
                                     
              For The Three Months Ended March 31 (Unaudited)
                                     
<TABLE>
<CAPTION>
                                          1998         1997
                                          ------------ -----------
<S>                                       <C>          <C>
REVENUE
  Commissions                             $566,751     $825,929
  Underwriting fees                         74,810       10,500
  Other income                              30,919       30,980
                                          ------------ -----------
TOTAL REVENUE                              672,480      867,409

EXPENSES
  Advertising                                  156         800
  Board of Directors fees                    6,000       4,000
  Clearing charges                          44,695      57,679
  Commissions                              500,418     669,619
  Consulting fees                           15,171      12,400
  Dues and subscriptions                       823         861
  Depreciation                               2,584       3,031
  Insurance                                  2,036         604
  Meetings and seminars                      ---            29
  Miscellaneous                              1,926       3,727
  Office expenses                            6,774       6,188
  Regulatory                                 9,487       2,663
  Rent costs                                24,816      21,428
  Rental Equipment                           2,348       2,641
  Salaries and Wages                        84,443      86,861
  Taxes                                     10,145      10,269
  Travel and lodging                         6,462       9,727
  Utilities                                  7,589       6,232
                                          -----------  -----------
TOTAL OPERATING EXPENSES                   725,873     898,759
                                          -----------  -----------

OPERATING INCOME/(LOSS)                    (53,393)    (31,350)
                                          ------------ -----------

NET INCOME/(LOSS)                         $(53,393)    $(31,350)
                                          ============ ===========

NET INCOME/(LOSS) PER SHARE               $  (.020)    $  (.012)
                                          ============ ===========
</TABLE>

                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     
              For The Three Months Ended March 31 (Unaudited)
<TABLE>
<CAPTION>

                                                Additional
                                     Additional Paid-In        Retained
                    Preferred Common Paid-In    Capital        Earnings
                      Stock   Stock  Capital    Warrants       (Deficit)      Total
                    --------- ------ ---------- ----------     -----------    -----
<S>                 <C>       <C>    <C>        <C>            <C>            <C>
Balance at
   January 1, 1997      -     $4,983 $  913,687 $  4,410       $ (841,105)    $ 81,975

Issuance of common stock          85     50,915                              51,000

Net loss for the Three
  months ended
March 31, 1997                                                    (31,350)    ( 31,350)
                    --------- ------- ---------- ----------    -----------    ---------
Balance at
March 31, 1997      $   -     $5,068  $  964,602 $  4,410      $ (872,455)    $101,625
                    ========= ======= ========== ==========    ============   =========


                                       Additional Retained
                    Preferred Common   Paid-In    Earnings      Stock
                    Stock     Stock    Capital    (Deficit)    Warrants       Total
                    --------- ------   ---------  ---------    --------       ---------
Balance at
January 1, 1998     $    -    $5,231   $1,105,639 $(946,344)   $ 4,410        $168,936

Net loss for three
  months ended
March 31, 1998                                      (53,393)                  (53,393)
                    --------- -------  ---------- ----------   --------       ---------
Balance at
March 31, 1998      $    -    $5,231   $1,105,639 $(999,737)   $ 4,410        $115,543
                    ========= =======  ========== ==========   ========       ========
</TABLE>
                                     
                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                          STATEMENT OF CASH FLOWS

        For The Three Months Ended March 31 (Unaudited)
<TABLE>
<CAPTION>



CASH FLOWS FROM OPERATING ACTIVITIES:            1998          1997
                                                 ---------- ---------
<S>                                             <C>         <C>
  Net Income (Loss)                             $ (53,393)   $ (31,350)
  Adjustments to reconcile net income
     to net cash used in operating activities:
     Depreciation                                   2,584        3,031

     (Increase) decrease in operating assets:
       Receivable from correspondent brokers      (43,144)       8,562
       Receivable - other                          40,237       (2,078)
       Deposits                                     5,064         (317)
       Prepaid expense                             (2,500)      (5,000)
     Increase (decrease) in operating liabilities:
      Accounts payable                             50,092       (9,628)
      Commissions payable                        (114,197)      (8,125)
                                                ----------   ----------
Net cash provided by (used in)
            operating activities                 (115,257)     (44,905)
                                                ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                           ---        51,000
  Cash paid for syndication costs                    ---          ---
                                                ----------   ----------
Net cash provided by (used in)
            financing activities                     ---        51,000
                                                ----------   ----------

NET INCREASE (DECREASE) IN CASH                  (115,257)       6,095

CASH AT BEGINNING OF PERIOD                       127,179         ---
                                                ----------   ----------
CASH AT END OF PERIOD                           $  11,922    $   6,095
                                                ==========   ==========
</TABLE>

                                     
                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
            For The Three Months Ended March 31, 1998 and 1997
                                     

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
Executive  Wealth Management Services, Inc., (the Company) is a  securities
broker/dealer  that  transacts business through correspondent  brokers  and
does  not  handle  any  customer securities or  funds.   Customer  security
transactions  and related commission revenue and expenses are  recorded  on
the  trade date.  The Company also acts as a broker/dealer in selling  both
public  and  private  securities offerings on a  best  efforts  basis.   In
addition,   the  Company  receives  commissions,  investment  banking   and
underwriting fees for its services.

Receivable from Correspondent Brokers
The  receivable  from  correspondent brokers and  broker/dealers  represent
commissions  earned  which  had  not  been  received  at  March  31,  1998.
Management has determined that these amounts are fully collectible.



Furniture, Fixtures and Equipment
Furniture,  fixtures and equipment are recorded at cost.   Depreciation  is
provided  for  in  amounts  sufficient to relate  the  cost  of  assets  to
operations  over  their  estimated useful  lives  using  the  straight-line
method.

Investments
The  Company  was issued 55,263 shares of common stock of Flight  Sciences,
Inc.   This  stock  was  issued to the Company in  relation  to  a  private
offering of Flight Sciences' promissory notes.  These shares represented 5%
of  Flight  Sciences, Inc.'s outstanding common stock  at  the  time.   The
Company has assigned no value to the stock due to the fact that there is no
ready market and its value is not determinable.

Loss Per Share
Loss  per  share  is  computed based upon 2,615,485  and  2,534,000  shares
outstanding during the periods ended March 31, 1998 and 1997, respectively.


Note 2 - DEPOSIT WITH CLEARING ORGANIZATION

Deposits  with  clearing  organizations  represent  investments  in   money
markets. The investments are required by the Company's clearing brokers and
are  in  accordance  with the correspondent broker  agreement  between  the
parties.  Deposits are reflected at fair market value.

                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

               For The Three Months March 31, 1998 and 1997
                                     

Note 3 - FURNITURE, FIXTURES AND EQUIPMENT

A summary of furniture, fixtures and equipment follows:

<TABLE>
<CAPTION>

                             March 31, 1998
                             --------------
     <S>                     <C>
     Furniture and fixtures  $  37,951
     Equipment                  34,202
     Leasehold improvements      6,622
                             ----------
                                78,775
     Less:  Accumulated
               Depreciation    (53,064)
                             ----------
                             $  25,711
                             ==========
</TABLE>

Note 4 - Operating Leases

Rent expense for the three months ended March 31, 1998 and 1997 was $24,816
and $21,428, respectively.

Note 5 - NET CAPITAL REQUIREMENT

Pursuant to the net capital provisions of Rule 15c3-1 of the Securities and
Exchange  Act  of 1934, the Company is required to maintain a  minimum  net
capital  of  $5,000.   In  December of 1991, the  National  Association  of
Securities  Dealers,  Inc.  approved  the  Company  as  a  fully  disclosed
broker/dealer.  The Company has a restrictive agreement to maintain  a  net
capital  of  130%  of  the  minimum requirement  or  6  2/3%  of  aggregate
indebtedness for each of the three month periods ended March 31,  1998  and
1997.

The  Company had net capital of $66,784 or 695% and $40,721 or 376% of  the
minimum  requirement  at March 31, 1998 and 1997,  respectively.   The  net
capital  rules  may effectively restrict the payment of  dividends  to  the
Company s stockholders.  The Company operates pursuant to the (K) (2)  (ii)
exemptive provisions of the Securities and Exchange Commissions Rule 15c3-3
and does not hold customers funds or securities.
                                     
                                     
                EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.
                                     
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

            For The Three months Ended March 31, 1998 and 1997
                                     


NOTE 6 - INCOME TAXES

At December 31, 1997, the Company had a net operating loss carry forward of
approximately $769,000 that will begin to expire in the year 2009.  Due  to
the  lack  of  historical operations, management has elected  to  record  a
valuation allowance equal to the deferred tax asset of $280,000, calculated
using an effective income tax rate of 37% for the Company.

NOTE 7 - RELATED PARTY TRANSACTIONS

During  the  three  months  ended  March   31,  1998  and  1997,  companies
affiliated with the Company's majority stockholder shared office space with
the  Company and paid rent of $2,865 and $5,724, respectively, for the  use
of the space.

During  the  three months ended March 31, 1998 and 1997, the  Company  paid
rent  of  approximately  $9,000 to the Company's majority  stockholder  for
leased space.


NOTE 8 - COMMON STOCK TRANSACTIONS

During the first quarter of 1997, the majority shareholder purchased 42,500
shares of common stock at $1.20 per share.


               [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
                                     
Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operation.
     
     Current Operations
     
The table set forth below reflects the source of revenue earned by the
Company during the six months ended June 30, 1998 and 1997.

<TABLE>
<CAPTION>
                                   1998           1997      Increase/
                                                            (Decrease)
                                 ----------   ----------    ----------
<S>                              <C>          <C>           <C>
Source of Revenue Earned
Commission:
    Proprietary Products         $  74,810    $  10,500     $  64,310
    Transactional                  298,918      410,403      (111,485)
    Mutual Fund Sales              154,870      138,249        16,621
    Insurance/Annuity              110,743      218,039      (107,296)
    Limited Partnership Income       2,219       59,237       (57,018)
                                 ---------    ---------     -----------
  
             Total Commissions     641,560      836,428      (194,868)
Other:
    RIA                             18,882        9,687         9,195
    Miscellaneous                   12,038       21,294        (9,256)
                                 ---------    ---------     -----------
                 Total            $672,480    $ 867,409     $(194,929)
                                 =========    =========     ===========
</TABLE>

The  Company  received commissions and underwriting  fees  of  $74,810  and
$10,500 from the sale of proprietary products or commissions which were "in
house"  in  character for the three months ended March 31, 1998  and  1997,
respectively.  The increase of $64,310 is attributable to the fact that the
Company  began  a best efforts public offering of $5,000,000 in  promissory
notes  in Federal Mortgage Management II, Inc. in July of fiscal 1997.   As
of  March 31, 1998, the Company had placed $2,242,500 principal balance  of
the notes.  Of that amount, during the fiscal quarter ended March 31, 1998,
the Company placed $710,000 principal balance of the notes.
     
Transactional  revenues,  decreased by $111,485 or  27.17%  for  the  three
months ended March 31, 1998, as compared to the same period in 1997.   This
decrease is due to the fact that during the fourth quarter of 1997, one  of
the   Altamonte   Springs  branch  offices  moved  to  become   their   own
broker/dealer.  Also contributing to this decrease were general market  and
seasonal  conditions.  However, the Company believes that with  the  Delray
Beach,  Florida  office,  the  New  York  office  and  several  prospective
registered  persons and other NASD broker/dealer branch offices with  which
the Company is in negotiations, this decrease in transactional revenue will
be  offset.  This overall decrease in transactional revenues was  expected,
and is expected to continue through the second fiscal quarter of 1998.

Mutual  fund revenue increased approximately $16,621 or 12% for  the  three
months ended March 31, 1998 as compared to the same period ended 1997.

Limited  partnership  revenue decreased $57,018 or 96.25%  from  the  three
months ended March 31, 1997 compared to the same period ended 1998.

The  decreases in limited partnership revenue and insurance/annuity revenue
of  $164,314  have  for  the  most part been offset  with  an  increase  in
proprietary  product revenue and mutual fund revenue.  Mutual fund  revenue
increased $16,621 or 12% and proprietary product revenue increased  $64,310
or  612.48%  for the three month period ended March 31,1998 as compared  to
the same period ended 1997.

Overall,  total revenue decreased $194,929 or 22.47% for the  three  months
ended March 31, 1998 as compared to the same period ended 1997.

The  Company has a diverse base of registered representatives ranging  from
transaction  oriented  brokers  to  primarily  insurance  and  mutual  fund
salespersons.   Transactional  revenue  was  approximately  40%  of   total
revenue,  compared  to  47%  as  of  March  31,  1997.   This  decrease  is
attributable  to,  among  other things, the loss of  an  Altamonte  Springs
office  as  well  as  to  the Company's focused  effort  in  the  insurance
marketing, proprietary products, education and recruiting and the  Affinity
Group marketing efforts of the business.

As a result of a decrease in overall revenue, expenses overall decreased as
well.   The table set fourth below reflects the expense categories  of  the
Company in which there was a significant increase or decrease for the three
months ended March 31, 1998, as compared to the same period in 1997:

<TABLE>
<CAPTION>
                                                          Increase/
          Expense Category           1998       1997      (decrease)
          ----------------         ---------- ----------  ----------
          <S>                      <C>        <C>         <C>
          Board of directors fee   $   6,000  $   4,000   $   2,000
          Commissions                500,418    669,619    (169,201)
          Clearing Charges            44,695     57,679     (12,984)
          Consulting                  15,171     12,400       2,771
          Insurance                    2,036        604       2,432
          Occupancy                   24,816     21,428       3,388
          Office Expense               6,774      6,188         586
          Regulatory                   9,487      2,663       6,824
          Salaries & Wages            84,443     86,861      (2,418)
          Travel & lodging             6,462      9,727      (3,265)
          Utilities                    7,589      6,232       1,357
</TABLE>

Commission expense decreased from $669,619 for the three months ended March
31,  1997,  to  $500,418 for the three months ended March  31,  1998.   The
decrease  in  commissions expense is directly related to the aforementioned
decrease in revenues.

Clearing charges decreased $12,984 or 27.51% for the period ended March 31,
1998, as compared to the same period ended 1997.  Clearing charges directly
and  proportionately relate to the level of transactional revenues,  hence,
generally an increase or decrease in transactional revenues will  have  the
same effect on charges.

Consulting fees increased 2,771 for the three months ended March 31,  1998,
as  compared to the same period in 1997.  This increase relates to the fact
that  during 1997, the Company entered into a contract with a board member,
Dr. Robert E. Windom.  Dr. Windom is compensated $2,000 per month to expand
the marketing and servicing of medical Affinity Groups.

Insurance  expense increased $2,432 for the three month period ended  March
31,  1998, as compared to the same period ended 1997. This increase is  due
to  the increases in the property insurance at the Sarasota offices and the
number  of  employees  covered  by  the Company  s  worker  s  compensation
insurance policy.

Occupancy costs increased $3,388 for the three month period ended March 31,
1998,  as  compared  to  the  same period ended  1997.   Such  increase  is
consistent  with the annual adjustment of rent based on the consumer  price
index with a cap of 4% in any 12 month period.
     
Office expense increased $586 or 9.47% for the three months ended March 31,
1998,   as compared to the three months ended March 31, 1997. Such increase
is within the normal course of business.

Regulatory  expenses increased $6,824 or 256% for the  three  month  period
ended  March  31,  1998 as compared to the same period  ended  1997.   This
increase relates to an increase in the NASD annual assessment.  The  annual
assessment  is based on the prior year s total revenue and the increase  in
the number of states in which the firm is registered to do business.  Total
revenue  for  the year ended December 31, 1997 was $4,305,508, compared  to
$3,236,058 for the same fiscal year period ended 1996.

Salaries  and  wages decreased for the three month period ended  March  31,
1998,  as  compared  to the same period in 1997 by $2,418.   This  decrease
relates  to a decrease in the number of employees and the overall limit  on
salary and wage increases for employees of the Company.

Travel  and  lodging decreased $3,265 to $6,462 for the three month  period
ended  March  31, 1998, compared to $9,727 for the same period ended  1997.
The decrease relates to the stringent expense budget efforts on the part of
management.

Future Operations

      As  of  March  31, 1998,  Executive had approximately  66  registered
representatives  and  is in the process of recruiting  several  new  office
locations.

In  1998  management will continue to focus on several growth and expansion
related  initiatives.  These initiatives will include, but are not  limited
to the following:

     -  Expanded service and marketing to "Affinity Groups",
     -  Possible secondary public offering and capitalization,
     -  Continued branch development and expansion,
     -  Registered investment advisory activities
     -  Increased investment banking activities,

The  Company  and  its management continue to pursue the  addition  of  new
offices and new registered representatives to existing offices.  Management
is currently in negotiations with a  prospective office in Florida, as well
as several representatives for its home office location.

In  addition, on October 6, 1997, Executive entered into an agreement  with
Sun  Insurance Marketing Network, Inc. ( Sun ) whereby Sun,  which  is  the
national  marketing agent for AIG Life Companies, Inc. s ( AIG ) Long  Term
Care Insurance Marketing Program, has agreed to refer and recruit Series  6
and  Series  7  securities licensed insurance agents to  Executive  and  to
encourage said agents to contract with the Company to place their  variable
life,  variable annuity and mutual fund business.  Management  believes  it
can recruit a significant number of these agent/brokers during fiscal 1998.

For  approximately  two  and one half years, the Company  has  aggressively
engaged in, and committed significant financial and personnel resources  to
an extensive market study and analysis of the viability of marketing, on an
exclusive  and endorsed basis, various insurance, financial and securities-
related  products, and other services to members of large medical  affinity
groups  and  associations.   In  this  regard,  Executive  has  established
contacts  and relationships with various medical associations and  affinity
groups  and  has  presented comprehensive marketing proposals  to  specific
groups.   The  Company  will continue to develop these relationships  along
with  attempting  to  establish additional relationships  with  new  groups
throughout 1998.

As  of March 13, 1997, the Company had entered into a Letter of Intent with
American  Healthcare  Alliance ("AHA"), the largest nationwide  network  of
Preferred  Provider  Managed Healthcare Systems and Organizations,  whereby
the  parties agreed to undertake a formal contractual relationship in which
Executive will engage in the marketing, on an endorsed basis, of designated
financial services and products as well as other services to physician  and
healthcare   providers  who  are  members  of  AHA's   Preferred   Provider
Organizations.   In  this  regard,  Executive  has  obtained  an  exclusive
marketing  agreement with the nation's largest provider of a  pre-paid  tax
audit  defense  program  to  offer their services  to  AHA's  180,000  plus
physician  members on an endorsed basis.  The marketing  of  this  program,
conducted on a direct mail basis, commenced on February 4, 1997.   Pursuant
to  the  terms  of the exclusive marketing agreement, the Company  receives
first  year  and  renewal commissions on the fees  paid  by  the  physician
members for the service.

In  August  1997, Executive entered into a Letter of Intent with  FLAMEDCO,
Inc.  (  FLAMEDCO  ),  a  wholly owned subsidiary of  The  Florida  Medical
Association ( FMA ) concerning Executive marketing a Business Owners Policy
(  BOP  )  to  FMA physician members.  Executive is presently working  with
Berkley Risk Services of Colorado, Inc. to develop a customized BOP  policy
for FLAMEDCO.

In  December  1997, Executive made a formal presentation to AMA  Solutions,
Inc., a wholly owned subsidiary of the American Medical Association ( AMA )
concerning  a  pre-paid tax audit defense service to  be  marketed  to  AMA
physician  members  through Executive.  AMA Solutions, Inc.  has  indicated
that  final  Board of Directors approval should occur in  June,  1998  with
marketing of the service to follow soon thereafter.


On  March  7,  1998, Executive signed an Agreement and  Plan  of  Merger  (
Agreement  )  with  FAS Group, Inc. whereby Executive  will  merge  with  a
subsidiary  of  GAS  Group,  Inc.  with  Executive  to  be  the   surviving
corporation.   The  name of the surviving corporation will  be  FAS  Wealth
Management  Services,  Inc.  Pursuant to the terms of  the  Agreement,  FAS
Group,  Inc., the parent corporation, is required to provide capitalization
in  the  sum  of $4,500,000 in marketable securities and $500,000  cash  in
exchange for 67 percent ownership interest in FAS Group, Inc.  In addition,
FAS  Group,  Inc.  shall also be required, pursuant to  the  terms  of  the
Agreement, to obtain a listing of its Common Stock on the NASDAQ Small  Cap
Exchange.

The effective date of the merger has been set for June 30, 1998, which date
can  be  extended to December 31, 1998 if certain conditions of the  merger
have not been satisfied by the June 30, 1998 date.

Regulatory Net Capital
     
As  a  securities broker-dealer, the Company is subject to the net  capital
rules  of the United States Securities and Exchange Commission and  similar
rules  in  force  in  the  states where the  Company  is  registered  as  a
securities  broker-dealer.   The aggregate  indebtedness  of  a  securities
broker-dealer in relation to its net capital is also subject to  Commission
rules.   Such rules are somewhat complex in the manner that regulatory  net
capital  is  computed.  In summary, however, the computation of  regulatory
net  capital relates to the stockholder's equity of the Company taking into
account  deductions  from such stockholder's equity which  relate  to  non-
allowable  assets which are a non-liquid type and reductions in the  market
value of investment securities owned by the Company in accordance with rule-
prescribed "haircuts".  Under the rules, the aggregate indebtedness of  the
Company in relation to its net capital may not exceed a ration of 15 to 1.

The  table  set  forth below, with respect to the Company,  the  amount  of
regulatory  net  capital and the amount of aggregate indebtedness  and  the
ratio thereof to such regulatory net capital as of March 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                 1998      1997
                               -------  --------
     <S>                      <C>       <C>
     Net Capital              $  66,784   $  40,721
     Aggregate Indebtedness     144,061     162,297
     Ratio of aggregate
      indebtedness to
          net capital         2.16 to 1 3.99 to 1

The  National Association of Securities Dealers, Inc. (the "NASD") requires
certain members, such as the Company, to maintain net capital equal to  the
greater  of 130% of the Commission's net capital requirement or 6  2/3%  of
aggregate indebtedness.




                        PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.
           Not Applicable

Item 2.    Changes in Securities.
           Not Applicable

Item 3.    Defaults Upon Senior Securities.
           Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders.
           Not Applicable

Item 5.    Other Information.
           Not Applicable

Item 6.    Exhibits and Reports on Form 8-K.
           Not Applicable


                                     
            [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

      In  accordance  with  the  requirements  of  the  Exchange  Act,  the
registrant  causes  this  report  to  be  signed  on  its  behalf  by   the
undersigned, thereunto duly authorized.

                              EXECUTIVE WEALTH MANAGEMENT
                                            SERVICES, INC.

   May 12, 1998

                              BY   Guy S. Della Penna
                              ------------------------------------
                                  Guy S. Della Penna, President and
                                       Chief Executive Officer




   May 12, 1998               BY   Bonnie S. Gilmore
                              ------------------------------------
                                 Bonnie S. Gilmore, Senior Vice President
                                 Chief Financial Officer and Secretary



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          11,922
<SECURITIES>                                    40,093
<RECEIVABLES>                                  181,878
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               233,893
<PP&E>                                          78,775
<DEPRECIATION>                                (53,064)
<TOTAL-ASSETS>                                 259,604
<CURRENT-LIABILITIES>                          144,061
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         5,231
<OTHER-SE>                                     110,312
<TOTAL-LIABILITY-AND-EQUITY>                   259,604
<SALES>                                              0
<TOTAL-REVENUES>                               672,480
<CGS>                                                0
<TOTAL-COSTS>                                  725,873
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (53,393)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (53,393)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (53,393)
<EPS-PRIMARY>                                   (.020)
<EPS-DILUTED>                                   (.020)
        

</TABLE>


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