EXECUTIVE WEALTH MANAGEMENT SERVICES INC /FL/
10QSB, 1998-08-12
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 six months ended                     Commission File Number
June 30, 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 six months ended June 30, 1998, the Registrant had revenues of
$1,454,043.

      As  of  June 30, 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.



                                     
                         I - FINANCIAL INFORMATION

Item 1.   Financial Statements

      Set forth below are the unaudited financial statements reflecting the
Company's  financial  condition  as of  June  30,  1998,  and  the  related
statements of operations and shareholders' equity for the six months  ended
June 30, 1998 and 1997.



                EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.

                         BALANCE SHEET

                   June 30, 1998 (Unaudited)
<TABLE>
<CAPTION>

                             ASSETS
                             ------
<S>                                     <C>
CURRENT ASSETS
  Cash                                  $   29,740
  Accounts receivable from
     correspondent brokers                 193,762
 Accounts receivable from others            38,105
                                        ----------


        TOTAL CURRENT ASSETS               261,607

INVESTMENTS
  Furniture, Fixtures and Equipment -
    at cost net of accumulated 
    depreciation                            23,127

OTHER ASSETS
  Deposits with clearing organizations      40,093
  Other deposits                             1,934
                                        ----------

        TOTAL ASSETS                    $  326,761
                                        ==========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------
                                     
CURRENT LIABILITIES
  Accounts Payable                      $   20,875
  Commissions Payable                      217,875
                                        ----------

        TOTAL CURRENT LIABILITIES          238,750

STOCKHOLDERS  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             1,130,639
  Additional paid-in capital, warrants       4,410
  Retained earnings                     (1,052,269)
                                        -----------
        TOTAL STOCKHOLDERS  EQUITY          88,011
                                        -----------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $  326,761
                                        ===========
</TABLE>

                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
                          STATEMENTS OF OPERATION
                                     
          For The Three and Six Months Ended June 30 (Unaudited)
                                     
<TABLE>
<CAPTION>
                      Six Months Ended June 30      Three Months Ended June 30
                         1998            1997           1998        1997
                      ----------  ----------         ---------  --------
<S>                   <C>         <C>               <C>         <C>
REVENUE
 Commissions          $1,340,112  $1,772,081        $ 754,479   $  946,152
  Underwriting fees       90,970      73,600           16,160       63,100
  Other Income            22,961      70,400           10,924       39,421
                      ----------  ----------        ---------  -----------
TOTAL REVENUE          1,454,043   1,916,081          781,563    1,048,673
                      ----------  ----------        ---------  -----------

EXPENSES
  Advertising             1,920       1,613            1,763           813
  Board of
     Directors fees      12,000       8,000            6,000         4,000
  Clearing charges       79,447     136,724           34,752        79,045
  Commissions         1,122,940   1,451,188          622,521       781,569
  Consulting fees        28,653      23,190           13,482        10,790
  Dues and  
     Subscriptions        4,789       4,290            2,441         3,428
  Depreciation            5,168       6,061            2,584         3,031
  Insurance               1,341       3,203             (696)        2,598
  Meetings and seminars    (750)         29             (750)        ---
  Miscellaneous           1,475      17,292             (451)       13,568
  Occupancy costs        49,654      43,411           24,837        21,983
  Office expenses        15,565      13,129            8,792         6,940
  Regulatory             12,739      11,850            3,252         9,188
  Rental Equipment        3,010       4,286            2,187         1,645
  Salaries and wages    171,446     178,649           87,005        91,788
  Taxes                  19,580      19,773            9,435         9,504
  Travel and lodging     16,500      15,767           10,038         6,040
  Utilities              14,491      12,796            6,903         6,564
                      ----------  ----------        ---------     ---------
TOTAL  
  OPERATING EXPENSES  1,559,968   1,951,251          834,095     1,052,494
                      ----------  ----------        ---------     ---------

OPERATING
  INCOME/(LOSS)        (105,925)   (35,170)          (52,532)       (3,821)
                      ----------  ----------        ---------     ---------

NET INCOME/(LOSS)     $(105,925)  $(35,170)         $(52,532)   $   (3,821)
                      ==========  ==========        =========     =========
NET INCOME/(LOSS)
  PER SHARE           $    (.04) $    (.02)       $     (.02)   $     (.01)
                      ==========  ==========        =========     =========

</TABLE>

                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
               STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

               For The Six Months Ended June 30 (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 Six
  months ended
 June 30, 1997                                                     (35,170)  (35,170)
                       ---------  -------  ---------- ---------- ----------  --------
Balance at
June 30, 1997          $    -     $ 5,068  $  964,602 $   4,410 $ (876,275) $ 97,805
                       =========  =======  ========== ========== ========== =========                     

</TABLE>


<TABLE>
<CAPTION>

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

Common Stock Subscribed                            25,000                             25,000

Net loss for six
  months ended
 June 30, 1998                                                (105,925)              (105,925)
                       ---------     -------   ----------- -----------   --------   ----------
Balance at
June 30, 1998          $    -        $ 5,231   $1,130,639  $(1,052,269)  $  4,410   $  88,011
                       =========     =======   =========== ===========   ========   ==========
</TABLE>
 
               EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                          STATEMENT OF CASH FLOWS

          For The Six Months Ended June 30 (Unaudited)


<TABLE>
<CAPTION>
                                                   1998        1997
                                                  -------    -------
<S>                                              <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                              $(105,925) $(35,170)
  Adjustments to reconcile net income
     to net cash used in operating activities:
     Depreciation                                    4,215      6,062

     (Increase) decrease in operating assets:
       Receivable from correspondent brokers       (79,590)   (97,206)
       Receivable - other                            8,210      1,280
       Deposits                                      5,065       (671)
       Prepaid expense                                ---      (5,885)
     Increase (decrease) in
           operating liabilities:
      Accounts payable                             (85,998)    23,980
Commissions payable                                116,584     63,244
                                                 ----------  ---------
           Net cash provided by (used in)
              operating activities                (137,439)   (44,366)
                                                 ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase Equipment                                 ---         ---

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                            ---      51,000
  Subscription of Common Stock                      25,000        ---
  Cash paid for syndication costs                   15,000     (5,500)
                                                  ---------  ---------
           Net cash provided by (used in)
                   financing activities             40,000     45,500
                                                  ---------  ---------

NET INCREASE (DECREASE) IN CASH                    (97,439)     1,134

CASH AT BEGINNING OF PERIOD                        127,179        ---
                                                  ---------  ---------

CASH AT END OF PERIOD                              $29,740     $1,134

                                                  =========  =========
</TABLE>


                EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
              For The Six Months Ended June 30, 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 June 30, 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.

Warrants Outlet Mall Network
The  Company  was issued 24,167 warrants of the Outlet Mall Network,  Inc.  (
OMNI ).  These warrants are being issued in relation to a private offering of
OMNI stock.  The warrants have an exercise price of $2.00 and expire June 10,
2002.  The Company has assigned no value to the warrants due to the fact that
there is no ready market and its value is not determined.

Loss Per Share
Loss  per  share  is  computed  based upon  2,615,485  and  2,533,985  shares
outstanding during the periods ended June 30, 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.

Note 3 - FURNITURE, FIXTURES AND EQUIPMENT

A summary of furniture, fixtures and equipment follows:

                                       June 30, 1998
                                       -------------
     Furniture and fixtures                 $ 37,951
     Equipment                                34,202
     Leasehold improvements                    6,622
                                       -------------
                                              78,775
     Less:  Accumulated Depreciation          55,648
                                       -------------
                                             $23,127
                                       =============


Note 4 - Operating Leases

Rent expense for the six months ended June 30, 1998 and 1997 was $49,654  and
$43,411, 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 six month periods ended June 30, 1998 and 1997.

The  Company  had net capital of $54,042 or 340% and $37,864 or 213%  of  the
minimum requirement at June 30, 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 Commission s Rule 15c3-3  and  does
not hold customers funds or securities.


NOTE 6 - INCOME TAXES

At  December 31, 1996, the Company had a net operating loss carry forward  of
approximately $657,000 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 $240,000,  calculated
using an effective income tax rate of 37% for the Company.
 .
NOTE 7 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 1998 and 1997, companies affiliated with
the  Company's majority stockholder shared office space with the Company  and
paid rent of $5,724 and $11,448, respectively, for the use of the space.

During  the  six  months  ended  June 30, 1998,  the  Company  paid  rent  of
approximately $18,000 to the Company's majority stockholder for  the  use  of
office space.

NOTE 8 - COMMON STOCK TRANSACTIONS

In  November, 1995, the Company approved a plan to grant options  to  certain
employees to purchase the Company's common stock.  The plan provided for  the
granting  of options to purchase a maximum of 500,000 shares of the Company's
stock  at a price to be determined at the time of grant.  The price, however,
is  not greater than $.60 per share.  The plan required a participant  to  be
employed  by  the  Company  for a number of years before  exercise.   Granted
options expire 10 years from the grant date.  At  June 30, 1998, none of  the
options have been exercised.

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

In  May,  1996,  the  Board  of Directors passed a resolution  to  split  the
outstanding common stock shares of Executive Wealth Management Services, Inc.
on a five for one basis effective September 20, 1996.  Common stockholders of
record  as  of September 20, 1996, were entitled to the five for one  forward
common stock split.

On  June 9, 1997, the Company initiated a private placement of 250,000 shares
of  the  Company s Common Stock at a price of $2.00 per share.  Net  proceeds
from the sale of stock were used for general working capital and expansion of
operations.

On March 1, 1998, the Company initiated a private placement of 150,000 shares
of  the  Company s Common Stock at a price of $2.00 per share.  Net  proceeds
are  to  be  used for costs of the proposed merger, affinity group  marketing
programs,  work  capital and general corporate purposes.  At  June  30,  1998
subscriptions receivable from the offering was $25,000.





               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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>                  
                                                              Increase/
                                          1998        1997    (Decrease)
                                          ----        ----    ----------

<S>                                   <C>          <C>        <C>
Source of Revenue Earned
Commission:
    Proprietary Products              $   90,970   $  73,600  $   17,370
    Transactional                        525,202     963,740    (438,538)
    Mutual Fund Sales                    316,519     293,144      23,375
    Insurance/Annuity                    296,441     383,761     (87,320)
    RIA Income                            67,805      20,435      47,370
    Sale of non-proprietary
            limited partnerships         134,144     131,436       2,708
                                      ----------   ---------  -----------

                Total Commissions      1,431,081   1,866,116    (435,035)
Other:
    Miscellaneous                         22,962      49,965     (27,003)
                                     -----------  ----------  -----------
                Total                $ 1,454,043  $1,916,081  $ (462,038)
                                     ===========  ==========  ===========
</TABLE>

The  Company  received commissions and underwriting  fees  of  $90,970  and
$73,600 from the sale of proprietary products or commissions which were "in
house"  in  character  for the six months ended June  30,  1998  and  1997,
respectively.  The increase of $17,370 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  June  30, 1998, the Company had placed $2,368,500 principal balance  of
the  notes.  Of that amount, during the six months ended June 30, 1998, the
Company  placed  $836,000  principal balance of the  notes.   The  offering
closed in April 1998.
     
Transactional  revenues, decreased by $438,538 or 46% for  the  six  months
ended June 30, 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.
Management believes that this decrease will level off toward the end of the
third quarter of 1998.

Mutual  fund  revenue increased approximately $23,375 or  8%  for  the  six
months ended June 30, 1998 as compared to the same period ended 1997.

Limited  partnership  revenue increased $2,708 or 2% from  the  six  months
ended June 30, 1998 compared to the same period ended 1997.

The  decrease in insurance/annuity revenue of $87,320 or 23% is  offset  in
part by the increases in mutual fund, limited partnership and RIA fees.

Overall,  total revenue decreased $462,038 or 25% for the six months  ended
June 30, 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  37%  of   total
revenue,  compared  to  47%  as  of  June  30,  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  six
months ended June 30, 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            $   12,000    $    8,000    $    4,000
      Commissions                        1,122,940     1,451,188      (328,248)
      Clearing Charges                      79,447       136,724       (57,277)
      Consulting                            28,653        23,190         5,463
      Occupancy                             49,654        43,411         6,243
      Office Expense                        15,565        13,129         2,436
      Salaries & Wages                     171,446       178,649        (7,203)
      Utilities                             14,491        12,796         1,695
</TABLE>

Board  of directors fee increased $4,000 for the six months ended June  30,
1998,  compared to the same period ended 1997.  This increase is due to  an
additional board member.

Commission expense decreased from $1,451,188 for the six months ended  June
30,  1997,  to  $1,122,940 for the six months ended  June  30,  1998.   The
decrease  in  commissions expense is directly related to the aforementioned
decrease in revenues.

Clearing  charges decreased $57,277 or 42% for the period  ended  June  30,
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 $5,463 for the six months ended June 30, 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.

Occupancy  costs increased $6,243 for the six month period ended  June  30,
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 $2,436 or 19% for the six months ended  June  30,
1998,  as compared to the six months ended June 30, 1997. Such increase  is
within the normal course of business.

Salaries and wages decreased for the six month period ended June 30,  1998,
as compared to the same period in 1997 by $7,203.  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.

Future Operations

      As  of  June  30,  1998,  Executive had approximately  70  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. /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 June, 1998 the American Medical Association /AMA/ approved TaxResources,
Inc. s pre-paid tax audit defense service for sale and solicitation to  its
physician members through AMA Solutions, Inc., a wholly owned subsidiary of
the  AMA.  Executive acted as a broker in the transaction and will  receive
first year and renewal commissions on the sale of the service. Solicitation
of  AMA  physician  members for the sale of TaxResources,  Inc.'s  services
should  commence  during the end of the third quarter or beginning  of  the
fourth quarter of 1998.

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  FAS  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   proposing    to   provide
capitalization  up tp an amount of $4,500,000 in marketable securities  and
$500,000 cash.  EWMS shareholders are anticipated to receive as a group  37
percent ownership interest in FAS Group, Inc.  In addition, FAS Group, Inc.
shall  also  seek,  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 August 31,  1998,  which
date  can  be  extended to December 31, 1998 if certain conditions  of  the
merger have not been satisfied by the July 31, 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:


                                           1998            1997
                                        ----------     ----------
     Net Capital                        $  54,042      $  40,721
     Aggregate Indebtedness               238,750        162,297
     Ratio of aggregate indebtedness
         to net capital                  4.42 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.


Year 2000

The  challenge of the year 2000, is fast approaching for every organization
world  wide.  The regulatory bodies of the securities industry began  their
response  by  mandating  that  all  member  firms  assess  its  information
technology  environments  and make the necessary  changes  to  insure  that
automated processes with date-sensitive components will correctly  identify
/00/ as the year 2000, when processing dates on and after January 1, 2000.

The  firm has adopted a plan of action which will ensure that not only  are
the firm s automated systems year 2000 compliance ready, but also those  of
the  third  party  vendors upon whom the firm relies.   The  capital  costs
associated  with the assessment and implementation of the firm s  plan  has
been  estimated at approximately $15,000 for 1998, $10,000  for  1999,  and
$10,000   for  2000.   These  figures  are  based  upon  current  operating
facilities and are not reflective of potential growth areas that management
is considering.


               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                        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.

       August  1998

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




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




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                          29,740
<SECURITIES>                                    40,093
<RECEIVABLES>                                  233,801
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               303,634
<PP&E>                                          78,775
<DEPRECIATION>                                (55,648)
<TOTAL-ASSETS>                                 326,761
<CURRENT-LIABILITIES>                          238,750
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         5,231
<OTHER-SE>                                      82,780
<TOTAL-LIABILITY-AND-EQUITY>                   326,761
<SALES>                                              0
<TOTAL-REVENUES>                             1,454,043
<CGS>                                                0
<TOTAL-COSTS>                                1,559,968
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (105,925)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (105,925)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (105,925)
<EPS-PRIMARY>                                    (.04)
<EPS-DILUTED>                                    (.04)
        

</TABLE>


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