U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                   FORM 10KSB


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

     For  the  fiscal  year  ended     Commission  File  Number
     -----------------------------     ------------------------
     December  31,  1998                     33-48017-A


                      FAS WEALTH MANAGEMENT SERVICES, INC.
              (formerly Executive Wealth Management Services, Inc.)
             (Exact name of Registrant as specified in its Charter)

               Delaware
          (formerly  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 offices, zip code)




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

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None

     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 year ended December 31, 1998, the Registrant had revenues and other
income  of  $5,538,569.

     As of December 31, 1998, the Registrant had 5,000,000 Shares authorized and
2,664,560  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  originally  sold  is  $1,752,492.

<PAGE>
     PART  I

Item  1.     Description  of  Business
             -------------------------

          Background:  FAS  WEALTH  MANAGEMENT  SERVICES, INC. (the "Company" or
          ----------
"FASW"),  formerly  Executive Wealth Management Services, Inc., was incorporated
under  Delaware  law  in  June  1998,  formerly  under Florida law in June 1981.

          Effective  August  31,  1998,  the  Agreement  and Plan of Merger (the
"Agreement")  with  FAS  Group, Inc. was effective.  Executive Wealth Management
Services,  Inc. merged with a subsidiary of FAS Group, Inc. and changed its name
to  FAS  Wealth  Management  Services,  Inc.

          During  September  1998,  the  NASDR granted the firm's application to
change  its  restrictive  letter  to  allow  for  market  making and proprietary
trading.  The  new  restrictive  letter limits the number of securities in which
the firm can make markets to fifteen (15).  It also limits the firms proprietary
position  to  less  than  ninety  percent  (90%)  of  excess  net  capital.

          During  September  1998,  the  Company completed an asset purchase and
bulk  transfer  of  agents  from  Biltmore Securities, a Ft. Lauderdale, Florida
broker-dealer.  This  transaction,  as well as the merger, previously mentioned,
offered  the Company the opportunity to implement certain phases of its business
plan.

          The  Company  has  had  several  months  of  operations under this new
structure  and management has established areas which will require the financial
and personnel resources during the next two to three fiscal quarters, additional
staff  and  additional  work  space for the corporation headquarters will be the
primary  focus.

          The  Company  is  registered  as  a securities broker-dealer under the
Securities and Exchange Act of 1934 and the state securities statutes of Alaska,
Alabama,  Arkansas,  Arizona,  California,  Colorado,  Connecticut,  Delaware,
Florida,  Georgia,  Hawaii,  Idaho,  Illinois,  Indiana, Iowa, Kansas, Kentucky,
Louisiana,  Massachusetts,  Maryland,  Maine,  Michigan,  Minnesota,  Missouri,
Mississippi,  Montana,  Nebraska,  Oklahoma,  Oregon,  New  Jersey,  New Mexico,
Nevada, New York, North Carolina, North Dakota, Ohio, Pennsylvania, Puerto Rico,
South  Carolina,  South  Dakota, Rhode Island, Tennessee, Texas, Utah, Virginia,
Vermont,  Washington,  Wisconsin,  West  Virginia  and  Wyoming.  FASW is also a
member  of  the  National  Association  of  Securities  Dealers Regulation, Inc.
("NASDR")  which is the self-regulatory body exercising broad supervisory powers
over  the investment banking industry and securities broker-dealers operating in
the  United States.  As required by law, FASW is also a member of the Securities
Investor  Protection  Corporation  ("SIPC")  which  is  a  public  corporation
established  to  afford  a  measure  of  protection  to  the account balances of
customers  of  securities  broker  dealers  which  become  insolvent.

     The  Company received a Cease and Desist Order from the State of Alabama on
September  17,  1998, regarding the transfer of agents from Biltmore Securities,
Inc.  To  date, the Company has supplied the State of Alabama with its requested
information,  including  a  copy  of  the  asset  purchase  documents,  plan  of
rehabilitation  and  voluntarily  issued  U-5s terminating those former Biltmore
agents'  licensed  in  the  State  of  Alabama.  The  Company  also requested an
informal  hearing  with  Alabama's regulators to bring this issue to resolution.
Currently,  the Alabama Securities Commission is reviewing a consent order to be
signed  by FASW and the Alabama Securities Commission which would void the Cease
and  Desist  Order.

          The Company presently conducts its investment securities business from
offices  maintained in Sarasota, Florida, Tampa, Florida, Delray Beach, Florida,
Naples,  Florida,  Longwood,  Florida  Altamonte  Springs, Florida, Spring Hill,
Florida,  Homosassa,  Florida,  Ft. Lauderdale, Florida, Irvine, California, San
Diego,  California  and Jericho, New York.  The Company's main office is located
at  2323  Stickney  Point  Road,  Sarasota,  Florida  34231.

     During  September  1998,  assets  under  management  under  the  Registered
Investment  Advisory  (the  "RIA")  umbrella surpassed 25 million which required
registration  of  the  RIA  with the Securities and Exchange Commission ("SEC").
The  Company  is  registered under the RIA in the following states:  California,
Connecticut,  Florida,  Illinois, Louisiana, New Mexico, New York, Pennsylvania,
Texas,  Virginia,  Washington  and  Wisconsin.

          The  Company  will  continue  to  operate  as a specialized investment
banking firm, agency or brokerage services, investment media and services to its
customers  which  includes  common and preferred stocks, corporate and municipal
bonds,  United  States  Treasury  obligations, interests in direct participation
programs  (principally limited partnerships), shares of mutual funds, investment
and  financial planning, as well as investment analysis and recommendations on a
limited  basis.  Such  services  are  rendered  solely  in  connection  with the
purchase  or  sale  of  securities  or  the  anticipated  purchase  or  sale  of
securities,  as  well  as variable and fixed insurance products and variable and
fixed annuities. The Company is a "fully disclosed" securities broker-dealer and
exercises  no  custodial  powers  over  its  customer  accounts.

          The  Company  has  and  will continue to attract additional securities
brokers to staff its current offices and additional offices, if any, by offering
a more favorable commission sharing arrangement than is believed to be available
to  securities  brokers  who are associated with large securities broker dealers
operating  a  national  system  of  offices.  Additionally, management may offer
qualified  securities  brokers equity ownership in the Company on an initial and
continuing  basis  through the grant of shares of stocks and/or options under an
Incentive  Stock Option Plan which may be established by the Company.  Under the
Incentive  Stock  Option  Plan,  a  qualified securities broker could be offered
options  to  purchase  shares  as  an  initial  inducement to associate with the
Company.  Thereafter,  based  upon  such  securities  brokers' performance, such
securities  brokers  may  be  granted  additional  shares of stock or options to
purchase  shares  under  the plan as a continuing inducement for their continued
association.  The  grant  of  such  shares  of  stock  or options is intended to
provide a greater incentive for compliance diligence and employment longevity to
the  securities  brokers  by  their having an ownership interest in the Company.

          Competition:  Presently, the Company encounters intense competition in
          -----------
the  conduct  of  its  securities  business.  In  such  regard,  the  investment
securities  business is highly competitive and there are many firms with capital
and  personnel resources far in excess of those which are presently available to
the  Company.  Additionally,  it is affected and will continue to be affected by
the  investing  public's  interest  in  the securities of issuers or the type of
securities which are offered by the Company through its Sarasota, Florida office
and/or its branch office system.  In such regard, the type of securities offered
and  related  services  of the Company are and will be in competition with other
investment media and related services offered by other securities broker-dealers
and financial intermediaries such as commercial banks, savings banks and similar
institutions.

          Regulation:  As  a  securities  broker-dealer,  FASW  is  subject  to
          ----------
comprehensive regulation.  Such regulation is primarily carried out by the NASDR
and  the United States Securities and Exchange Commission (the "Commission") and
to  a  lesser  degree  by  the  securities regulatory authorities of the several
states,  including  Florida.  In  such regard, the Company is required to comply
with a substantial body of rules and regulations principally administered by the
NASDR  and  the Commission.  The NASDR is a self-regulatory body, the membership
of  which  is  constituted  by securities broker-dealers operating in the United
States.  The  principal  purpose  of  the  NASDR  is  to  implement  and  assure
compliance  with  the  bylaws and rules and schedules thereto of the NASDR which
are  primarily  intended  to  prevent  fraud and to assure fair dealing by NASDR
members  with  the  investing  public.  By  becoming  a  member  of the NASDR, a
securities  broker-dealer  such  as  FASW  submits  to  the  jurisdiction  and
enforcement  powers  of  the  NASDR.  As  a  result, member firms are subject to
disciplinary  action  as  well  as suspension from membership or expulsion.  The
Commission, in addition to acting in a review capacity with respect to the NASDR
member  disciplinary action, is vested with broad statutory powers permitting it
to  conduct  investigations  and  to seek remedial or punitive sanctions against
securities  broker-dealers  for  violations  of  the  Federal  securities  laws.
Presently,  any  securities broker such as FASW which utilizes instrumentality's
of  interstate  commerce such as the mails is required to become a member of the
NASDR  as  well  as  a  securities broker-dealer registrant under the Securities
Exchange  Act  of  1934.  Regulatory authority is also exercised over securities
broker-  dealers  by  state  securities  authorities  in  which  the  securities
broker-dealer  conducts  its  business.

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  ratio  of  15  to  1.

          The  Company  is  also subject to periodic unannounced inspections and
examinations  conducted  by  the  staff  of  the  NASDR,  the Commission and the
personnel  of  various  state  securities  authorities,  including  Florida.
Additionally,  the  Company  is  and will continue to be required to conduct its
business  in  accordance  with the high standards of commercial honor which have
been  adopted  and  are  enforced  by  the  NASDR and the Commission relating to
investors  suitability,  segregation  of  investor  funds,  the  requirement  to
promptly  transmit  investor  funds  to  an authorized custodian, disclosures to
investors  with  respect  to  positions, if any, of the Company in securities in
which  it  engages  in  trading  activities  and  fairness  as  to  compensation
arrangements  concerning  public  offerings  where  it  acts  as  underwriter.

          Violations  of  regulatory requirements can result in swift and severe
regulatory  sanctions  being  imposed  by  the NASDR, the Commission and various
state  regulatory  authorities.  Such  impositions  may  result  in  the  total
discontinuation  of a broker-dealer's business for a stated or indefinite period
of  time  or  permanently.

Item  2.     Description  of  Properties
             ---------------------------

          The  Company's  main  office  presently  occupies  approximately 2,500
square  feet  of  leased  office  space  located  at  2323  Stickney Point Road,
Sarasota,  Florida.  The  Company also occupies  approximately 1,600 square feet
of  leased  space  at  1800  Second  Street,  Suite  780,  Sarasota,  Florida.

          The  lease  on  the  office  space  at  Stickney Point Road expires in
December 2000 and the lease on 1800 Second Street expires in March 2004 and both
leases  may  be  renewed for additional two year terms.  Monthly rental payments
for  the  Stickney  Point Road office which are fixed and the 1800 Second Street
office are $2,996 and $2,813.66, respectively.  The lease agreement for the 1800
Second  Street  office  allows  for escalation of the rentals on an annual basis
based  upon  increases  in  the  consumer price index with a cap of 5% in any 12
month  period before the annual adjustment and charges are passed through to the
Company  for  ad  valorem  taxes.

          The  Company  also  leases  approximately  1,300 square feet of office
space  at  700 Front Street, San Diego, California.  This lease expires on March
31,  2002.  Monthly rental payments are $3,000 and is leased from a shareholder.

          In  the  opinion  of  management,  the  leasehold  and  other property
interests  of  the  Company  are adequately insured from a hazard occurrence and
liability  standpoint.

Item  3.     Legal  Proceedings
             ------------------

          As of December 31, 1998, to the knowledge of management, there were no
pending  or  threatened  lawsuits  against  the Company or its officers in their
capacity  as  officers  of  the  Company.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
             -----------------------------------------------------------

          The  Company  will  notice  and  convene  an  annual  meeting  of  its
Shareholders  in 1999.  Shareholder business to be transacted at such meeting is
expected  to  involve,  among  other  things,  the election of directors and the
ratification  of  the  appointment of the Company's independent certified public
accountants.



<PAGE>
                                     PART II

Item 5.     Market For Registrants Common Stock, Equity and Related Stockholders
            --------------------------------------------------------------------
Matters
-------

          As  a  corporation  formed  under  Delaware law, formerly Florida, the
Registrant  has  5,000,000  shares of Common Stock authorized of which 2,664,560
shares  are  outstanding as of December 31, 1998.  As of December 31, 1998 there
were  70  stockholders  of  record.

          For  fiscal  years ended December 31, 1998 and 1997, no cash dividends
have  been  declared  on  the  outstanding  shares  of  common  stock.

          There  is  no  present  market  for  the  Common Stock of the Company.

Item  6.     Selected  Financial  Data
             -------------------------

Current  Operations

     The  table  set  forth  below  reflects the source of revenue earned by the
Company  during  the  years  ended  December  31,  1998  and  1997.

<TABLE>
<CAPTION>
                                                        Increase/
Source of Revenue Earned          1997        1998     (Decrease)
-----------------------------  ----------  ----------  -----------
<S>                            <C>         <C>         <C>
Commission:
     Transactional             $2,331,860  $2,784,186  $  452,326 
     Mutual fund sales            581,119     637,235      56,116 
     Insurance/Annuity            564,810     541,745     (23,065)
     Investment banking fees      325,303     209,920    (115,383)
     RIA Revenue                   37,781     289,402     251,621 
     Trading Profit                     -     586,045     586,045 
     Sale of direct
       participation programs     224,725     309,602      84,877 
                               ----------  ----------  -----------
Total Commissions               4,065,598   5,358,135   1,292,537 

Miscellaneous                     107,118     194,678      87,560 
                               ----------  ----------  -----------
TOTAL                          $4,172,716  $5,552,813  $1,380,097 
                               ==========  ==========  ===========
</TABLE>


          Overall  total  revenue  increased  $1,380,097  or 33.07% for the year
ended  December  31,  1998,  as  compared  to  same  period  1997.

          The  Company  has  a  diverse base of registered representatives as of
December  31,  1998, ranging from transactional oriented producers to insurance,
mutual  fund  producers  and  financial  planners.  During  September  1998, the
Company  began operating as a market maker.  The increase of revenue due to this
area  of $586,045 along with the transactional revenue increase of $452,326 from
the  asset  purchase  of  the  Ft.  Lauderdale  and  New York offices, represent
approximately  19.4%  of  total  revenue for the period ended December 31, 1998.
Transactional revenue was approximately 50% of total revenue, compared to 55.90%
at  December  31,  1997.

          Mutual  fund revenue and limited partnership revenue increased $56,116
and  $84,877  respectively, or approximately 10% and 37.77% respectively for the
period  ended  December 31, 1998, compared to the same period ended 1997.  These
increases  are  due  primarily  to  market  conditions  and  changes.

          Insurance  and  annuity  revenue  decreased  4.08%  or $23,065 for the
period ended December 31, 1998, as compared to the same period ended 1997.  This
decrease  is  due  primarily  to  market  conditions  and  changes.

          Investment  banking  fees  decreased  $115,383  or 35.47% for the year
ended  December  31,  1998  as  compared  to  the  same period ended 1997.  This
decrease  relates  to  the  fact  that  the  Company  closed  the offering of an
affiliate,  Federal  Mortgage  Management  II,  Inc.  to the public during early
fiscal  1998.

          RIA  revenue  increased  $251,621 or 666% from $37,781 to $289,402 for
the  period  ended December 31, 1997 and 1998 respectively.  During 1998, assets
under  management exceeded the 25 million bench mark for registration of the RIA
with  the  SEC.  At  December  31,  1998,  assets  under  management  exceeded
$40,800,000.

          Trading profit increased $586,045 for the year ended December 31, 1998
as  compared  to the same period ended 1997.  This increase relates to the asset
purchase  of  the  Ft.  Lauderdale  and New York offices and the start-up of the
market  making  operations  of  the  Company.

          Miscellaneous  revenue  increased $87,560 or 81.74% for the year ended
December  31,  1998 as compared to the same period ended 1997.  This increase is
in  direct  proportion to the increase in transactional revenue, which increased
$452,326  or  19.57%  over  the  same  period.

          This  increase in revenues is expected to continue during fiscal 1999.
The  Company  is  actively  recruiting  several  offices.

          As  a  result  of expansion activities during most of fiscal 1998, not
only  did  the  Company  experience increased revenues, but the related expenses
have  also increased.  The table set forth below reflects the expense categories
of  the  Company  in which there were significant increases or decreases for the
year  ended  December  31,  1998,  as  compared  to  the  same  period  in 1997:

<TABLE>
<CAPTION>
                                                  INCREASE
EXPENSE CATEGORY            1997        1998     (DECREASE)   PERCENTAGE(%)
-----------------------  ----------  ----------  -----------  -------------
<S>                      <C>         <C>         <C>          <C>
Advertising              $    6,969  $    9,839  $    2,870           41.2 
Bad Debts                        --      13,110      13,110             -- 
Board of Directors fees      20,000      26,000       6,000           30.0 
Branch office support        58,000      25,000     (33,000)         (56.9)
Clearing charges            322,314     161,235    (161,081)         (50.0)
Commissions               3,131,258   4,325,880   1,194,623           32.2 
Consulting                   57,720     122,351      64,631          112.0 
Dues and Subscriptions        9,901      45,752      36,661         370.01 
Employee Benefits               317      19,618      19,301             -- 
Insurance                    10,412      11,513       1,101           10.6 
Occupancy                    92,946     104,096      11,150           12.0 
Office Expense               25,130      45,730      20,600           81.9 
Regulatory                    8,248      38,348      14,440          175.1 
Repairs and Maintenance       1,875       7,982       6,107          325.7 
Salaries/Wages              373,702     617,169     243,467           65.2 
Taxes                        34,394      56,546      22,151           64.4 
Telephone                    31,661      39,755       8,094           25.6 
Travel/Entertainment         35,952      76,477      40,525          112.7 
Utilities                     2,830       1,923        (907)         (32.1)
</TABLE>


     As  noted above, most allowance items increased substantially during fiscal
1998,  as  compared  to  1997.  These  increases  relate  to  three major areas:

     merger  of  Executive  Wealth  Management  Services,  Inc.  and  FAS Wealth
Management  Services,  Inc.  The  expense  items affected were Board of Director
fees,  consulting,  employee  benefits,  insurance,  occupancy, office supplies,
salaries  and  wages,  taxes,  telephone,  travel  and  entertainment.
     asset  acquisition  of Biltmore Securities, Inc. attributed directly to the
increases  in commissions, office expense, to some degree salaries and wages and
the  taxes  associated  with those increases, telephone, regulatory increases to
some  degree  and  a  significant  portion  of  the  increase  in  travel  and
entertainment.
     start-up  of  the  firm's  trading  area  attributed  to  the  increases in
advertising,  insurance, occupancy, office expense, a significant portion of the
increase  is  salaries  and  wages  and  the corresponding increases in payroll,
taxes,  telephone,  regulatory,  the  majority  of  the  increase  in  dues  and
subscriptions  and  repairs  and  maintenance.

Item 7:     Management Discussion and Analysis of Financial Condition and Result
            --------------------------------------------------------------------
of  Operations
--------------

          Total  revenue  increased  33.1% for the year ended December 31, 1998,
compared  to  December  31,  1997.  During  1999,  management  anticipates  a
significant  increase  in  all  revenue  items due to the ability of the firm to
attract  more  brokers  of  the  transactional type because of its market making
capabilities.  Management  anticipates  increases in underwriting fees and other
income  from  such  brokers as well.  This increase, management believes, should
allow the firm to participate in several underwritings either in a selling group
or  underwriting  group  during  fiscal  1999.  At  February  15, the Company is
currently engaged as a selling group member for U.S. Laboratories, Inc.  Several
other  such  projects  are  in  the  early  stages  of  negotiation.

          During  1998,  the  firm  participated  in  three  underwritings,
specifically,  Federal  Mortgage Management II, Inc. ("FMMII"), Executive Wealth
Management  Services,  Inc.  ("EWMS")  and  FAS  Group,  Inc.  ("FAS").

          The  Company  raised  commission  and  underwriting  fees  of $91,470,
$29,450  and  $89,000 respectively during fiscal 1998, or $209,920 collectively,
compared  to  $325,303 for the same period ended 1997.  This $325,303 represents
commission  and  underwriting fees associated with the best efforts underwriting
of  the  Outlet  Mall  Network, Inc., $114,748, FMMII $194,255 and EWMS $16,300.

          Effective  November 1, 1998, the company initiated a private placement
of  750,000  units of HomeVestors of America, Inc.  As of February 15, 1999, the
Company  had raised $550,000 for HomeVestors of America, Inc. and earned $71,500
in  commissions  and  fees  associated  with  the  offering.

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

          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 were used for general working capital and expansion of
operations.  As  of  December  31, 1997, 81,500 shares were sold and the private
placement  was  closed.

          FASW has entered into contracts with a pre-paid tax audit defense firm
to market their services, on an exclusive basis, to members of large medical and
healthcare  affinity  groups  and associations including, but not limited to the
American Medical Association ("AMA").  FASW has solicited AMA Solutions, Inc., a
wholly-owned  subsidiary  of  the  AMA,  concerning the AMA's endorsement of the
pre-paid  tax audit defense service to its physician members.  In June 1998, the
AMA  approved  this  service  as  a new product to be endorsed by the AMA to its
physician  members.  Marketing  of  the  service by the AMA commenced during the
fourth  quarter  of  1998.

          As  of  February  1999,  the  Company has approximately 109 registered
representatives.

          Effective  August  17,  1998,  the SEC approved the Taping Rule.  This
rule  amended  the  NASD  Rule  3010  to  require  members  to establish special
supervisory procedures, including the tape recording of conversations, when they
have  hired  more than a specified percentage of registered persons from certain
firms that have been expelled or that have had their broker-dealer registrations
revoked  for  violation  of  sales  practice  rules.

          Biltmore  Securities,  Inc. was expelled from membership with the NASD
during  February 1999.  Hence, the firm is required to have less than 20% of its
registered  sales  force previously registered with Biltmore Securities, Inc. in
order  to  avoid the taping requirement.  Management has taken strides to ensure
that  the  firm  is  under  the  20%  bench  mark.

          Should  the  firm  exceed the 20% bench mark, the requirements of this
rule  could  have  a  significant  financial  impact on the firm.  Management is
watching  these  members  on  a daily basis to ensure it does not exceed the 20%
bench  mark.

          During fiscal 1999, management plans to increase revenues and decrease
the  sharp  rise  in  expenses.  The  plan  includes,  but is not limited to the
following:

     Evaluate  more  cost  effective  clearing  services;
     Continue  to  work  with  branch offices to promote recruitment of seasoned
       professionals;
     Hire  an  in-house  recruiter  who  is  to  be  compensated  in  overrides;
     Expand  service  and  marketing  to  "affinity  groups;"
     Possible  secondary  public  offering  and  capitalization;
     Continued  branch  development  and  expansion.

          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 prospective offices in Florida and New York, as
well  as  several  representatives  for  its  home  office  location.

          In  addition,  on October 6, 1997, FASW 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 FASW and to encourage said agents to
contract  with  the  Company  to place their variable life, variable annuity and
mutual  fund  business.

          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, FASW 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  in  1999.

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  December 31, 1997 and 1998:

<TABLE>
<CAPTION>
                                    1997       1998
                                 ---------  ----------
<S>                              <C>        <C>
Net Capital                      $ 101,615  $1,268,182
Aggregate Indebtedness             208,756     456,766
Ratio of aggregate indebtedness
        to net capital           7.85 to 1    .36 to 1
</TABLE>

     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.  Thus, the Company is required to maintain a minimum net
capital  requirement  of  $130,000.  As  of  December  31, 1998, the Company had
excess  net  capital  of  $1,168,182.

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  $7,500  for  1998,  $75,000  for  1999,  and  $50,000  for  2000.

Item  8.     Financial  Statements  and  Supplementary  Data
             -----------------------------------------------

     Included  with  this  Annual  Report  on Form 10-K SB as an Exhibit are the
financial  statements  specified  in  Instruction  (a)  to  this  Item  7.

Item  9.     Changes  in  and  Disagreements  with Accountants on Accounting and
             -------------------------------------------------------------------
Financial  Disclosure
    -----------------

               None.

<PAGE>

                                    PART III


Item  10.     Directors  and  FASW  Officers  of  the  Registrant.
              ----------------------------------------------------

<TABLE>
<CAPTION>
Name, age and, if a director,
the term of director service     Positions held with FASW
-------------------------------  ------------------------
<S>                              <C>
Guy S. Della Penna, Age 46,      Director, President and Chief FASW Officer
March 1990 to present

Robert E. Windom, M.D., age 66   Director
June 1993 to present

Dennis B. Schroeder, age 61,     Director
August 1997 to present

Bonnie S. Gilmore, age 37,       Senior Vice President, Chief Financial Officer, Chief
                                   Compliance Officer and Secretary

Robert H. DeVore, Esq., age 39   Senior Vice President and Director of
                                   Insurance Marketing

Georgeanne E. Detweiler, age 32  Vice President

Barbara J. Knox, age 57          Vice President
</TABLE>


INFORMATION  CONCERNING  DIRECTORS  AND  OFFICERS

          Guy S. Della Penna has been a resident of Sarasota, Florida since 1980
and  is the founder and President of Capital Management.  Capital Management was
organized by Mr. Della Penna in 1989.  Under the auspices of Capital Management,
Mr.  Della  Penna  has  provided  financial  and  advisory  services, as well as
insurance  products,  to individuals and corporate entities.  Capital Management
acts as general agent for various insurance companies.  Mr. Della Penna has been
active in the financial industry for approximately 18 years.  Mr. Della Penna is
a  General  Securities Principal and Financial and Operations Principal pursuant
to  NASD  Rules.  During  the period April 1980 to January 1986, Mr. Della Penna
served  as  the  Assistant  to the Chairman of the Board of Snelling & Snelling,
Inc., as well as Assistant Treasurer.  Snelling & Snelling, Inc. is a franchisor
of an employee recruitment business.  While with such firm, Mr. Della Penna also
served  as  a  member  of  the  FASW, Acquisition and Pension and Profit Sharing
Committees.  Mr.  Della  Penna  also served as the personal business manager and
financial  advisor  to  the  Snelling family and affiliated entities and in such
capacity,  was  responsible for cash management, tax and investment analysis and
commitments.  The  Snelling  family  is  the principal shareholder of Snelling &
Snelling,  Inc.

          During  the  period  April 1978 through February 1980, Mr. Della Penna
was  an  associated  person of Lehman Brothers, New York, New York, where he was
involved  in  the  structuring,  documentation  and  marketing  of  tax  exempt
financings  issued  by state and local governments.  Mr. Della Penna also during
the  period  June  1989  to  August  1989  was  an  associated  person of Miller
Securities,  Inc.  and  its successor Miller, Johnson & Kuehn, Inc. in Sarasota,
Florida.  Mr.  Della  Penna  holds  a  Bachelor  of  Science  degree in Business
Administration  from  Ithaca  College, Ithaca, New York and received a Master of
Business Administration degree in Finance from the State University of New York,
Albany,  New  York.  Mr.  Della  Penna  also  presently  serves in an individual
capacity  as  the  co-General  Partner  of  a  privately  capitalized  limited
partnership  formed  under  Florida Law.  Since August 1990, Mr. Della Penna has
served  as the sole shareholder, director, and officer (President, Secretary and
Treasurer)  of  Midwest Energy Corporation, which acts as the co-General Partner
of  such  privately held limited partnership.  Such private limited partnership,
known  as  Federal  Resource  Income  Program,  Ltd., principally engages in the
purchase  and  holding  of  producing  petroleum  leases.

          Mr.  Della  Penna,  together with Capital Mortgage Management, Inc., a
Florida corporation wholly-owned by Mr. Della Penna, also presently serve as the
co-General  Partners  of  Federal  Mortgage  Investors,  Ltd., a Florida limited
partnership  which  is  publicly  held.  Mr. Della Penna also serves as the sole
director  and  officer  (President, Secretary and Treasurer) of Capital Mortgage
Management,  Inc.  Mr.  Della  Penna  has served in such capacities since August
1991.  Federal  Mortgage  Investors, Ltd. was organized to invest, hold and deal
in  residential  real  estate  mortgages.  Mr.  Della  Penna  is  also  the sole
shareholder  of  Federal  Mortgage  Management,  Inc.,  and  Federal  Mortgage
Management  II,  Inc.,  which  were  organized  to  invest,  hold  and  deal  in
residential  real  estate  mortgages.

          During  the  period  June  1984 through June 1989, Mr. Della Penna was
associated  with  FASW as a sales representative.  Such association was prior to
Mr.  Della  Penna's acquisition of FASW in March 1990.  Such association was not
continuous  during  such  period.   Mr.  Della  Penna has in the past and in the
future  devoted  significant  time,  to the business and affairs of the Company.

          Robert E. Windom, M.D. is a resident of Sarasota, Florida.  Dr. Windom
holds  a  Bachelor  of  Arts  degree from Duke University and graduated from the
Medical School of Duke University in 1956.  During the period 1956 through 1960,
Dr.  Windom  engaged in an internship residency in internal medicine at Parkland
Hospital,  Dallas,  Texas.  During  the  period  1960  through  1986, Dr. Windom
engaged  in  the  private  practice of internal medicine-cardiology in Sarasota,
Florida.  In  1986, Dr. Windom was appointed by President Ronald Reagan to serve
as  Assistant  Secretary  for Health and to head the United States Public Health
Service  in  Washington,  D.C.  Dr.  Windom  served as Assistant Secretary until
1989.  Since  1989,  Dr.  Windom acted as a health care consultant on a domestic
and  international  basis.  Currently, Dr. Windom engages in numerous activities
and  holds  numerous  positions,  including  that  of  Principal,  Council  for
Excellence in Government, Washington, D.C.; member of the Secretary's Council on
Health  Promotion/Disease  Prevention,  Department of Health and Human Services,
Washington,  D.C.;  member  of Governor Lawton Chiles' Healthy Start Work Group;
spokesman  for the Florida Medical Association, Chairman, Cardiac Disease of the
Young  Council,  American  Heart  Association,  Florida Affiliate; member of the
Advisory  Board of SunBank/Gulf Coast, Sarasota, Florida; member of the Board of
Directors  of  Power  Brands,  Inc.  and BESTech, Inc.; Director of the Boys and
Girls  Club  of Sarasota County Foundation, Inc.; Director of the Sarasota Heart
Center  Foundation;  Director  of  New College Associates, Sarasota, Florida; as
well  as  Clinical  Professor  of Internal Medicine, University of South Florida
School  of  Medicine,  Tampa,  Florida;  and  Assistant  Professor  of Medicine,
University of Miami School of Medicine, Miami, Florida.  In the past, Dr. Windom
has  served  as  a member of a number of Boards, both from a commercial business
standpoint  and  with  respect  to  community  activities,  including  member of
Governor Lawton Chiles' Workshop on Health Reform; Campaign Chairman of Sarasota
United  Way  (1989-1990);  member of Florida's Aging and Adult Services Advisory
Council  (1986-1991);  Director  of  Coast  Bank  (now  SunBank/Gulf  Coast)
(1989-1993); member of Governor Robert Graham's Advisory Committee for Alzheimer
Disease  (1986);  and  member  of  the  Board of Directors of First Presidential
Savings  and  Loan  Association, Sarasota, Florida (1983-1986).  Dr. Windom is a
published  author  and  frequent  speaker  on medical and other subjects and has
received numerous awards and honors, including distinguished alumnus award, Duke
University  Medical  Center.  Presently,  Dr. Windom is a member of the Sarasota
County  Medical  Society,  the Florida Medical Association, the American Medical
Association, the American Heart Association, the American College of Physicians,
the American College of Cardiology, the Florida Society of Internal Medicine and
the  American  Society of Internal Medicine.  Dr. Windom will be compensated for
his  services  as  a  director  of  FASW.

          Dennis  B. Schroeder, serves as a director of the Company, and resides
in  Naples,  Florida.  He  has over thirty years of experience in the investment
banking  industry.  After  serving  in  the  U.S. Marine Corps and attending the
University of Minnesota, Mr. Schroeder began his extensive career on the trading
desk  at  Juran  &  Moody  Securities  in  St.  Paul,  Minnesota.  Mr. Schroeder
continued  his  investment  banking  career  with a move to Francis I. DuPont in
Minneapolis,  Minnesota  to  head  their  syndication  department.  In  1955 Mr.
Schroeder founded Miller & Schroeder Financial, Inc. in Minneapolis , Minnesota.
Miller  &  Schroeder  Financial,  Inc. is one of the largest regional investment
banking  firms  in  the U.S. specializing in tax exempt securities and corporate
finance  with underwriting totaling billions of dollars annually.  Mr. Schroeder
retired  from  Miller  & Schroeder Financial, Inc. in 1988 as Chairman and chief
FASW  Officer.  From  1988 through 1991, Mr. Schroeder was Chairman of the Board
of  Directors  and  Chief  FASW  Officer of F & G Consultants, Inc. and signed a
three  year  contract  with  USF&G  Financial Services, Inc. a division of USF&G
Insurance  Company  of  Baltimore,  Maryland (a fifteen billion dollar company).
Mr.  Schroeder was responsible for establishing distributorship for twelve USF&G
mutual  funds  totaling  approximately  one  billion  dollars;  acting  as
President/Chief  FASW  Officer  for  coordinating the marketing and distribution
efforts  for  USF&G  Investment  Services  Inc.;  developing a pilot program for
independent  property  and  casualty  insurance agencies to sell securities; and
coordinating  the  sale  and  divestiture  of  unprofitable  USF&G companies and
divisions.   From  1993  to 1997 Mr. Schroeder served as Chairman and Chief FASW
Officer  of Lotto World, Inc., a national publishing company.  Mr. Schroeder was
instrumental  in  raising  over  $14,000,000  in capital for the company through
private  placements  and  an  Initial  Public Offering.  Mr. Schroeder serves on
several  Board  of  Directors  including,  Gulf  Coast  National Bank of Naples,
Florida,  and  Financial Marketing Holding Company, Inc., as well as FMC Capital
Markets,  Inc.

     Bonnie  S.  Gilmore  joined  FASW  in December 1992.  Ms. Gilmore serves as
Senior  Vice  President,  Chief  Financial Officer, Chief Compliance Officer and
Corporate  Secretary.  Prior to joining FASW, Ms. Gilmore was Vice President and
Assistant  Operations Director of Integrity Securities Group, Sarasota, Florida,
a  securities  broker-dealer.  Ms.  Gilmore held such position during the period
December  1992  to  November 1993.  During the period December 1989 to September
1991,  Ms.  Gilmore was District Manager of Crossland Savings, F.S.B., Sarasota,
Florida,  a federal savings bank.  During the period July, 1989 through November
1989,  Ms.  Gilmore  was an associate of Meridian Associates, Inc., a securities
broker/dealer.  During  the  period  April  1988 through April 1989, Ms. Gilmore
served  as  Financial and Operations Principal, General Securities Principal and
Municipal  Securities  Rule  Making  Board  Principal  of  Financial Information
Centers  Brokerage  of  Sarasota,  Florida.  Ms.  Gilmore  also  serves  in such
capacities  with  FASW.

     Robert  H.  DeVore serves FASW in the capacity of Senior Vice President and
Director  of  Insurance  Marketing.  Mr. DeVore graduated from the University of
Toledo,  College  of Law, in 1986, with a Juris Doctor degree.  Mr. DeVore was a
member  of  the  University  of  Toledo  Law  Review  and  received  American
Jurisprudence awards for excellent achievement in the studies of Civil Procedure
and  Secured  Transactions.  Mr.  DeVore  interned for U. S. Magistrate James G.
Carr.  Following  graduation  from  the University of Toledo College of Law, Mr.
DeVore  engaged in private practice in Sarasota, Florida and was an associate of
a  Sarasota, Florida law firm.  Mr. DeVore's practice emphasis related to civil,
commercial  and  construction  litigation.  During the period 1993 through March
1996, Mr. DeVore acted as counsel for a Sarasota, Florida based insurance agency
and  insurance  marketing entity.  Mr. DeVore is a member of the Florida Bar and
presently  holds  life and health insurance and variable annuity licenses issued
by  the  State  of  Florida.  Mr.  DeVore  holds  the  NASD  Series 7 securities
licenses.

     Georgeanne  E.  Detweiler  serves  FASW  as  Vice President and Director of
Branch  Operations.  Prior  to  her  association  with  FASW,  Ms. Detweiler was
employed  by  Smith,  Barney,  Harris,  Upham  &  Co.,  Inc.  in the capacity of
Assistant  to  the  branch  manager,  syndicate  manager and sales manager.  Ms.
Detweiler  has  been involved in the securities investment industry for 12 years
and  possesses extensive knowledge and experience in the retail, operational and
compliance  aspects of the securities business.  Ms. Detweiler holds NASD Series
4,  7,  11,  24,  and  63  securities  licenses.

     Barbara  J. Knox serves FASW as Vice President.  Prior to joining FASW, Ms.
Knox  was  Vice President and Managing Partner of Century Securities, a Sarasota
based securities firm.  In the preceding period, Ms. Knox was Vice President and
Manager of the Equity Research Department of Marion Bass Securities Corporation,
a Charlotte, North Carolina firm.  During this time, Ms. Knox also served as Due
Diligence  Officer  and  Equity  Sales  Trainer.  Ms.  Knox  also served as Vice
President,  Compliance  Officer  and  Chief  Operations  Manager  for  Meridian
Associates,  Inc.,  a  Sarasota  based securities broker-dealer.  Ms. Knox holds
NASD  Series  3,7,24  and  63  licenses and is Florida Life and Variable Annuity
licensed.


Item  11.     FASW  Compensation
              ------------------

     The  table  presented below presents estimated aggregate compensation to be
paid  to  each  FASW  officer  of  FASW  in  excess of $100,000 and for all FASW
officers  as  a group for the fiscal years ending December 31, 1998, 1997, 1996,
1995,  1994  and  1993:

<TABLE>
<CAPTION>
                                                 SUMMARY COMPENSATION TABLE


(A)             (B)      (C)        (D)           (E)             (F)             (G)             (H)            (I)
-------------  -----  ----------  --------  ----------------  ------------  ----------------  -----------  ----------------
Name and                                         Other         Restricted      Securities
Principal                                        Annual          Stock         Underlying        LTIP         All Other
Position       Year   Salary ($)  Bonus($)  Compensation ($)  Award(s) ($)  Options/SARs (#)  Payouts ($)  Compensation ($)
-------------  -----  ----------  --------  ----------------  ------------  ----------------  -----------  ----------------
<S>            <C>    <C>         <C>       <C>               <C>           <C>               <C>          <C>

Jack A.         1998      88,053                       2,000
Alexander,
Chairman of
the
Board/CEO
Guy S. Della    1998     158,451                       8,000
Penna,
President
and COO
                1997     100,000                       8,000
                1996     100,000                       8,000
                1995     102,467                       8,000

                1994     106,250
                1993     125,000

All Other
FASW
Officers        1998     147,965
                1997     136,733
                1996     120,192
                1995      82,224
                1994      79,200
                1993     147,800
</TABLE>


          For  their  services  as  directors,  Dr.  Windom,  Mr. Schroeder, Mr.
Alexander  and  Mr.  Della  Penna  receive  annual  compensation of $8,000 each.
Meetings  of  the  Board  of  Directors  of  the  Company  are  held  quarterly.

          Long-Term  Stock  Option  Plan.  The Long-Term Stock Option Plan which
became  effective  on  November  22,  1995,  the  date  adopted  by the Board of
Directors.  No  option  granted  under  this  Plan  may  be  exercised  prior to
stockholder  approval.

          The  purpose  of  the  Stock  Option  Plan is to initially attract the
employment  of  or  to  induce existing key employees to remain in the employ of
FASW or any subsidiary of the Company, and to encourage such employees to secure
or  increase  on  reasonable  terms  their  stock  ownership  in  the  Company.
Additionally,  the  Plan is intended to provide benefit to contractors providing
services  to  the  Company which have been or are believed to be instrumental in
developing  or  expanding  the  business  of  the Company or which are otherwise
anticipated  to  have significant and material benefit to the Company, to induce
any  person  or entity to continue a relationship with the Company and to reward
certain  individuals  or  entities  with  commissions  or  finders  fees without
immediate  cash  payment  by the Company.  The Board of Directors of the Company
believes  the  Plan will promote continuity of management and increase incentive
and  personal  interest in the welfare of the Company by those who are primarily
responsible for shaping and carrying out the long range plans of the Company and
securing  its  continued  growth  and  financial  success.

          The  initial maximum number of shares of common stock which were to be
issued  pursuant  to  the  exercise  of  options  granted under the Plan is five
hundred  thousand  (500,000)  after the reverse stock split.  As of December 31,
1998,  all  500,000  options  under this plan had been granted.  The table below
presents the options granted to FASW officers during the year ended December 31,
1998:

<TABLE>
<CAPTION>
                         Option Grants For The Year Ended December 31, 1998


(a)                           (b)                 (c)                  (d)                 (e)
                       Percent of Total
                            Options         Options Granted      Exercise or Base
                          Granted (#)         To Employees         Price ($/Sh)         Expiration
Name                 Pre-Split/Post-Split    in Fiscal Year    Pre-Split/Post-Split        Date
-------------------  ---------------------  ----------------  ----------------------  --------------
<S>                  <C>                    <C>               <C>                     <C>
Guy S. Della Penna
President & CEO             79,000/395,000               79%  $            3.00/$.60  November 2005

Other                       21,000/105,000               21%  $            3.00/$.60  November 2005
</TABLE>


Item  12.     Security  Ownership  of  Certain Beneficial Owners and Management.
              -----------------------------------------------------------------

          As  of  December  31,  1998,  Guy  S. Della Penna beneficially owns of
record,  a total of 1,357,650 shares, which constitutes approximately 51% of the
shares  outstanding.  The table presented below reflects the percentage of share
ownership  vested  in  Mr. Della Penna of record and beneficially as of December
31,  1998.

                                            Amount and
                                             Nature of   Percent of Class
                      Name and Address      Beneficial        as of
Title of Class      of Beneficial Owner      Ownership   December 31, 1998
---------------   ------------------------  -----------  -----------------
Common Stock,     Gaeton S. Della Penna,
 .002 par value   Trustee, Gaeton S. Della    1,357,650
                  Penna Rev. Living Trust   Shares;
                  Dtd 6/1/92,               Record                      51%
                          141 Ogden Street  Ownership
                  Sarasota, FL  34242

Common Stock,     Russell W. Lee, Trustee                            13.13%
 .002 par value   William Edmund Davies         350,000
                  Trust Dtd. 12/13/91       Shares
                  3513 Pinecrest Street     Record
                  Sarasota, FL  34239       Ownership


Item  13.     Certain  Relationships  and  Related  Transactions
              --------------------------------------------------

          As  a  result  of  ownership  or  contractual  provisions vested in or
involving  Mr.  Della  Penna,  the  Company  is affiliated with several business
entities  ("Affiliates").  Set  forth  below  is  a  listing of such Affiliates,
indicating  the basis or nature of Mr. Della Penna's control of such Affiliates:

<TABLE>
<CAPTION>
NAME OF AFFILIATE AND                      SUMMARY OF                 NATURE OR BASIS
FORM OF ORGANIZATION                    BUSINESS ACTIVITY                OF CONTROL
-----------------------------------  -----------------------  --------------------------------
<S>                                  <C>                      <C>
HomeVestors Funding, Inc.            Franchise development    Beneficial owner of 50%
("HVF"), a Florida corporation                                outstanding voting common stock

Federal Mortgage Management II       Buyer and seller of      Beneficial owner of
Inc. (FMMII), a Florida Corporation  residential real estate  all outstanding
                                     mortgage loans           voting common stock,
                                                              sole director and CEO
</TABLE>


Item  14.     Exhibits,  Financial  Statement  Schedules  and Reports on Form 8K
              ------------------------------------------------------------------

          (a)     The  Financial  statements  of the Company for the fiscal year
ended December 31, 1998, as audited by Bobbitt, Pittenger & Co., P.A., Certified
Public  Accountants,  is  included  as  Exhibit  1  attached  to  this  report

<PAGE>

          Pursuant  to the requirements of Section 13 or 15(d) of the Securities
Exchange  Act  of  1934, the Company has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                              FASW  WEALTH  MANAGEMENT
                                         SERVICES,  INC.


                              By:   /s/  Guy  S.  Della  Penna
                                    --------------------------------------
                                         Guy  S.  Della  Penna,  President
                                         Chief  FASW  Officer



                              By:    /s/  Bonnie  S.  Gilmore
                                     -------------------------------------------
                                          Bonnie  S.  Gilmore
                                          Senior Vice President, Chief Financial
                                          Officer  and  Secretary

February  26,  1999


<PAGE>
                                    EXHIBIT 1
                              FINANCIAL STATEMENTS


<TABLE>
<CAPTION>


                                    CONTENTS
                                    --------



                                                 PAGE
                                                 ----
<S>                                              <C>
FINANCIAL STATEMENTS

  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS          1

  STATEMENTS OF FINANCIAL CONDITION                 2

  STATEMENTS OF INCOME                              3

  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY     4

  STATEMENTS OF CHANGES IN LIABILITIES
    SUBORDINATED TO CLAIMS OF GENERAL CREDITORS     5

  STATEMENTS OF CASH FLOWS                          6

NOTES TO FINANCIAL STATEMENTS                       7

ADDITIONAL INFORMATION

  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    ON ADDITIONAL INFORMATION                      15

COMPUTATIONS OF NET CAPITAL AND NET CAPITAL
  REQUIREMENTS UNDER RULE 15c3-1 OF THE
  SECURITIES AND EXCHANGE COMMISSION               16

COMPUTATION FOR DETERMINATION OF RESERVE
  REQUIREMENTS UNDER RULE 15c3-3 OF THE
  SECURITIES AND EXCHANGE COMMISSION               17

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
  ON INTERNAL ACCOUNTING CONTROL REQUIRED
  BY SEC RULE 17a-5                                18
</TABLE>


<PAGE>
January  27,  1999



BOARD  OF  DIRECTORS
FAS  Wealth  Management  Services,  Inc.
(formerly  Executive  Wealth  Management  Services,  Inc.)
Sarasota,  Florida


               REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS
               --------------------------------------------


We have audited the accompanying statements of financial condition of FAS Wealth
Management Services, Inc. (formerly Executive Wealth Management Services, Inc.),
as  of December 31, 1998 and 1997, and the related statements of income, changes
in  stockholders'  equity,  changes  in  liabilities  subordinated  to claims of
general  creditors,  and cash flows for the years then ended that you are filing
pursuant  to  rule  17a-5  under  the  Securities  Exchange  Act of 1934.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of FAS Wealth Management Services,
Inc. as of December 31, 1998 and 1997, and the results of its operations and its
cash  flows  for  the  years  then  ended, in conformity with generally accepted
accounting  principles.






Certified  Public  Accountants

<PAGE>
<TABLE>
<CAPTION>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

                        STATEMENTS OF FINANCIAL CONDITION


                                                           December  31,
                                                     -------------------------
                                                         1998         1997
                                                     ------------  -----------
ASSETS
<S>                                                  <C>           <C>
Cash                                                 $   418,894   $  127,771 
Receivables
Broker/dealers                                            67,438       45,406 
Correspondent brokers                                    152,772       68,766 
Clearing organization                                    201,167 
Customers                                                 13,105 
Affiliates and employees                                  81,532       18,363 
Other                                                      1,640       14,847 
Securities owned at market value                         170,673 
Trading and investment account
with clearing organization                             1,389,798 
Furniture, fixtures and equipment - net                   59,466       27,343 
Deposits with clearing organizations                     140,103       45,157 
Other assets                                               6,000       15,000 
Other deposits                                             1,934        1,934 
                                                     ------------  -----------

                                                     $ 2,691,417   $  377,692 
                                                     ============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable                                     $    76,204   $  107,465 
Commissions payable                                      262,509      101,291 
Payable to clearing organization                         435,330 
Securities sold, not yet purchased, at market value      207,318 
Due to affiliates                                        100,000 
                                                     ------------             

                                                       1,081,361      208,756 

STOCKHOLDERS' EQUITY
Common stock - authorized 5,000,000 shares;
par value $.002; issued and outstanding,
2,664,560 shares and 2,615,485 shares
in 1998 and 1997, respectively                             5,329        5,231 
Preferred stock - authorized 750,000 shares
of $.01 par value; no shares issued
Stock warrants                                             4,410        4,410 
Additional paid-in capital                             2,783,230    1,105,639 
Accumulated deficit                                   (1,182,913)    (946,344)
                                                     ------------  -----------

TOTAL STOCKHOLDERS' EQUITY                             1,610,056      168,936 
                                                     ------------  -----------
                                                     $ 2,691,417   $  377,692 
                                                     ============  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

                              STATEMENTS OF INCOME



                                                     Year  Ended  December  31,
                                                    ------------------------
                                                       1998         1997
                                                    -----------  -----------

REVENUE
<S>                                                 <C>          <C>
Commissions                                         $4,974,108   $3,723,815 
Unrealized gains on trading and investment account      98,619 
Underwriting fees                                       91,470      304,002 
Other                                                  388,616      144,899 
                                                    -----------  -----------

                                                     5,552,813    4,172,716 
EXPENSES
Commissions                                          4,325,880    3,131,258 
Employer compensation and benefits                     668,599      406,052 
Clearing charges and regulatory fees                   199,662      346,223 
Professional fees                                      137,674       57,720 
Office                                                 135,490      122,135 
Occupancy and equipment rental                         113,148      130,494 
Depreciation                                            11,824       10,811 
Bad debt expense                                        13,110 
Other operating expenses                               195,454      100,815 
                                                    -----------  -----------

                                                     5,800,841    4,305,508 
                                                    -----------  -----------

OPERATING LOSS                                        (248,028)    (132,792)

OTHER INCOME
Rent                                                    11,459       27,553 
                                                    -----------  -----------

LOSS BEFORE INCOME TAXES                              (236,569)    (105,239)

INCOME TAXES

NET LOSS                                            $ (236,569)  $ (105,239)
                                                    ===========  ===========

NET LOSS PER SHARE - basic                          $    (.090)  $    (.041)
                                                    ===========  ===========

NET LOSS PER SHARE - assuming dilution              $    (.085)  $    (.038)
                                                    ===========  ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>

                              FAS WEALTH MANAGEMENT SERVICES, INC.

                          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



                                                Additional
                        Common     Preferred      Paid-in     Accumulated    Stock
                        Stock        Stock        Capital       Deficit     Warrants     Total
-------------------  -----------  -----------  -------------  ------------  --------  ------------
<S>                  <C>          <C>          <C>            <C>           <C>       <C>
BALANCE,

January 1, 1997      $    4,983   $            $    913,688   $  (841,105)  $  4,410  $   81,976

Issuance of
common stock                248                     213,752                              214,000

Syndication costs                                   (21,801)                             (21,801)

Net loss                                                         (105,239)              (105,239)
-------------------  -----------  -----------  -------------  ------------  --------       

BALANCE,
December 31, 1997         5,231                   1,105,639      (946,344)     4,410     168,936

Issuance of
common stock                 98                      98,068                               98,166

Syndication costs                                   (20,477)                             (20,477)

Contributed capital                               1,600,000                            1,600,000 

Net loss                                                         (236,569)              (236,569)
                     -----------  -----------                                                   

BALANCE,
December 31, 1998    $    5,329   $            $  2,783,230   $(1,182,913)  $  4,410  $1,610,056
                     ===========  ===========  =============  ============  ========  ==========
</TABLE>



     The  accompanying notes are an integral part of these financial statements.

<PAGE>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

                      STATEMENTS OF CHANGES IN LIABILITIES
                   SUBORDINATED TO CLAIMS OF GENERAL CREDITORS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997




The  Company  has  no  subordinated  claims  as  of  December 31, 1998 and 1997.









   The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>

                      FAS WEALTH MANAGEMENT SERVICES, INC.
                            STATEMENTS OF CASH FLOWS
     Year  Ended  December  31,
     --------------------------


1998                                               1997
---------------------------------------------  ------------       
<S>                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                       $  (236,569)  $(105,239)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation                                        11,824      10,811 
Unrealized gain on investment account              (98,619)
(Increase) decrease in operating assets:
Receivables:
Broker dealers                                     (22,032)     (5,100)
Correspondent brokers                              (84,006)     53,435 
Clearing organization                             (201,167)
Affiliates and employees                           (63,169)    (14,713)
Customers                                           13,105        (105)
Other                                               13,207     (14,847)
Deposits                                                        (1,415)
Deposits with clearing organizations               (94,946)
Other assets                                         9,000     (15,000)
Increase in operating liabilities:
Accounts payable                                   (31,261)     70,982 
Due to affiliates                                  100,000 
Commissions payable                                161,218     (42,275)
Payable to clearing organization                   435,330 
                                               ------------            

                                                   148,484      41,773 
                                               ------------  ----------

NET CASH USED IN OPERATING ACTIVITIES              (88,085)    (63,466)
                                               ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture, fixtures and equipment      (43,947)       (962)
Purchase of trading and investment account      (1,291,179)
Net sales of securities                             36,645 
                                               ------------            

NET CASH USED BY INVESTING ACTIVITIES           (1,298,481)       (962)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by parent company           1,600,000 
Proceeds from sale of common stock                  98,166     214,000 
Syndication costs                                  (20,477)    (21,801)
                                               ------------  ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES        1,677,689     192,199 
                                               ------------  ----------

NET INCREASE IN CASH                               291,123     127,771 

CASH, at beginning of year                         127,771 
                                               ------------            

CASH, at end of year                           $   418,894   $ 127,771 
                                               ============  ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>
                      FAS WEALTH MANAGEMENT SERVICES, INC.
              (formerly Executive Wealth Management Services, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1998 AND 1997


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization
------------

FAS  Wealth  Management  Services,  Inc.  (formerly  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 and markets to Affinity Groups.  The Company receives commissions
and underwriting fees for its services.  Affinity Groups are professional groups
or  associations,  including  physicians,  lawyers,  engineers  and  others.

Effective  August  31, 1998, the Agreement and Plan of Merger ("Agreement") with
FAS  Group,  Inc.  was  effective.  Executive  Wealth  Management Services, Inc.
merged  with  a subsidiary of FAS Group, Inc. and changed its name to FAS Wealth
Management  Services,  Inc.  Details  of  the merger and capitalization from the
parent  company,  FAS  Group,  Inc.  are  in  Note  J.

On  September  1998, the National Association of Securities Dealers, Inc. (NASD)
granted  the  firm's  application  to change its Restrictive Letter to allow for
market making and proprietary trading.  The new Restrictive Letter with the NASD
limits  the  number of securities in which the firm can make markets to fifteen.
It  also  limits  the firms proprietary positions to less than 90% of excess net
capital.

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles 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  differ  from  those  estimates.

Receivables  from  Correspondent  Brokers  and  Broker/Dealers
--------------------------------------------------------------

The  receivables  from  correspondent  brokers  and  broker/dealers  represent
commissions  earned  which  had  not  been received at year-end.  Management has
determined  that  these  amounts  are  fully  collectible.

Furniture,  Fixtures  and  Equipment
------------------------------------

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

<PAGE>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Earnings  per  Share
--------------------

Basic  earnings  per  share  (EPS)  is  computed by dividing income available to
common  shareholders by the weighted-average number of common shares outstanding
for  the  year.  Diluted EPS reflects the potential dilution that could occur if
dilutive  securities and other contracts to issue common stock were exercised or
converted  into  common  stock  or resulted in the issuance of common stock that
then  shared  in  the  earnings  of  the  Company.

Statements  of  Cash  Flows
---------------------------

For  purposes  of  reporting  cash  flows,  the  Company considers cash and cash
equivalents  as those amounts which are not subject to restrictions or penalties
and  have  an  original  maturity  of  three  months  or  less.

Reclassifications
-----------------

Certain  reclassifications  have  been  made to the 1997 financial statements to
conform  with the 1998 financial statement presentation.  Such reclassifications
had  no  effect  on  net  income  as  previously  reported.

NOTE  B  -  TRADING  AND  INVESTMENT  ACCOUNT

The  Company  maintains  trading  and  investment  accounts  with  a  clearing
organization.  At  December  31,  1998,  the trading account consisted of eleven
common  stocks  in  which  the  companies makes markets and performs proprietary
trading.  Certain  losses  incurred  in  the  trading  portfolio are absorbed by
securities  brokers who have independent contractor agreements with the Company.
The  losses totaled $270,809 at December 31, 1998.  Commissions payable to these
independent  contractors  have  been  reduced  by  these losses.  The investment
account  consists  of common stock in a listed company.  Unrealized gains on the
portfolio  total  $98,619.

NOTE  C  -  FURNITURE,  FIXTURES  AND  EQUIPMENT  -  net

A  summary  of  furniture,  fixtures  and  equipment  follows  at  December  31:

<TABLE>
<CAPTION>
                                 1998       1997
                               ---------  ---------
<S>                            <C>        <C>
Furniture and fixtures         $ 46,561   $ 37,951 
Equipment                        68,060     34,202 
Leasehold improvements            8,101      6,622 
                               ---------  ---------

                                122,722     78,775 
Less accumulated depreciation   (63,256)   (51,432)
                               ---------  ---------

                               $ 59,466   $ 27,343 
                               =========  =========
</TABLE>

<PAGE>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE  D  -  DEPOSITS  WITH  CLEARING  ORGANIZATIONS

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

NOTE  E  -  OPERATING  LEASE

The Company leases office space under operating lease agreements which expire in
2001  and 2002.  Rent expense for the years ended December 31, 1998 and 1997 was
$110,953  and  $112,403,  respectively.

<TABLE>
<CAPTION>
The  future minimum rental commitment for the noncancellable lease agreements as
of  December  31,  1998  is  as  follows:


<S>   <C>
1999  $ 69,600
2000    69,600
2001    69,600
2002     9,000
      --------

      $217,800
      ========
</TABLE>


NOTE  F  -  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  $100,000  for  the  period ending December 31, 1998.  In December, 1991, the
National Association of Securities Dealers, Inc. approved the Company as a fully
disclosed  broker/dealer.  The  Company  had a restrictive agreement to maintain
the  greater  of  a  net capital of 130% of the minimum requirement or 6 2/3% of
aggregate  indebtedness  for  the  period  ended  December  31,  1997.

The Company had a net capital of $1,359,227 or 1359% and $101,615 or 730% of the
minimum  requirement  at  December  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 Commission's Rule 15c3-3 and does not
hold  customer  funds  or  securities.

Rule  15c3-1  also  requires  that  the  ratio  of aggregate indebtedness to net
capital, both as defined, shall not exceed 15 to 1.  The Company's ratio was .80
to  1  and  2.05  to  1  at  December  31,  1998  and  1997,  respectively.

<PAGE>


NOTE  G  -  INCOME  TAXES

At  December  31,  1998,  the  Company  has a net operating loss carryforward of
approximately  $989,000  that  will be available to offset future taxable income
through  2012.  Based on historical operations, management has elected to record
a  valuation  allowance  equal to the deferred tax asset of $366,000, calculated
using  an  effective income tax rate of 37% for the Company.  The Company has no
significant  differences between book and taxable income.  Based upon the change
of  ownership  as  a  result  of  the merger, however, use of the loss to offset
annual  taxable  income  will  be  limited

NOTE  H  -  NET  LOSS  PER  SHARE

<TABLE>
<CAPTION>
he  following  sets  forth  the  computation  of basic and diluted earnings per
share.


Numerator                                 1998         1997
                                       -----------  -----------
<S>                                    <C>          <C>
Net Loss                               $ (236,539)  $ (105,239)
                                       ===========  ===========

Denominator

Denominator for basic earnings
per share - weighted average shares     2,632,463    2,560,117 

Effect of dilutive securities:
Stock warrants                            154,350      182,663 
                                       -----------  -----------


Denominator for dilutive earnings
per share - adjusted weighted average
shares and assumed conversion           2,786,813    2,742,780 
                                       ===========  ===========

Basic Net Loss Per Share               $    (.090)  $    (.041)
                                       ===========  ===========

Diluted Net Loss Per Share             $    (.085)  $    (.038)
                                       ===========  ===========
</TABLE>


NOTE  I  -  STOCK-BASED  COMPENSATION

The  Company  adopted  SFAS  No.  123 "Accounting for Stock-Based Compensation,"
effective  January 1, 1997.  This statement encourages companies to adopt a fair
value  based  method  of  accounting  for  compensation  costs of employee stock
compensation  plans.  As permitted by SFAS No. 123, the Company will continue to
apply  its  current  accounting  policy  using  the  intrinsic  value  method of
accounting prescribed by Accounting Principles Board Opinion No. 25 with respect
to measuring stock-based compensation.  The adoption of SFAS No. 123, therefore,
had  no  effect on the Company's financial position or results of operations for
1998  or  1997.  Proforma  footnote disclosures of net earnings and earnings per
share,  as  if  the fair value based method of accounting had been applied, have
not  been  presented  as  awards  have  not  been  granted.

<PAGE>
NOTE  J  -  MERGER

Effective August 31, 1998, Executive Wealth Management Services, Inc., a Florida
corporation  changed  its name to FAS Wealth Management Services, Inc. a Florida
corporation (FAS Wealth).  Also effective August 31, 1998, FAS Wealth Management
Services,  Inc.,  a  Florida  corporation  merged  with  FAS  Wealth  Management
Services,  Inc.,  a  Delaware  corporation (FAS Wealth Delaware), a wholly owned
subsidiary  of  FAS  Group,  Inc.,  with  FAS  Wealth  surviving the merger as a
Delaware  corporation.  This  resulted  in  shares of common stock of FAS Wealth
being  converted  into  the right to receive .5872 shares of common stock of FAS
Group, Inc. for each share of common stock of FAS Wealth owned as of the date of
the  Merger.  FAS  Wealth  Delaware  was incorporated under the laws of Delaware
after  the  Merger  as a wholly owned subsidiary of FAS Group, Inc. (FAS), whose
Certificate  of Incorporation authorizes FAS to issue 25,000,000 shares of Class
A common stock, par value $.001 per share and 1,000,000 shares of Class B common
stock,  and  1,000,000  preferred  shares  with  a par value of $.001 per share.

The  Certificate of Incorporation and Bylaws of FAS Wealth Delaware as in effect
on  August  31,  1998 will be the Certificate of Incorporation and Bylaws of the
surviving  corporation.

The  effective  date  of  the  change of control and succession date will be the
effective  date  of  the  registration  statement  filed with the Securities and
Exchange  Commission  (SEC), pursuant to which the shares of common stock of FAS
Group,  will  be  exchanged  for  the outstanding shares of capital stock of FAS
Wealth.  The  registration statement was filed with the SEC on January 22, 1999.
As of the date of these financial statements, the registration statement had not
cleared  the  SEC.

As  part  of  the  merger, the Stock Incentive Plan will permit the new board of
directors,  or  a special committee of the new board of directors to award three
types  of  stock incentives to directors, officers, and certain key employees of
FAS  and FAS Wealth Delaware.  Such discretionary stock incentives could include
stock  options,  stock  appreciation  rights,  and  "restricted"  stock.

Immediately after the effective date, the board of directors shall authorize the
issuance  of  655,000  incentive  stock  options to three of the officers of FAS
Wealth.  The  options  shall  vest  and be exercisable immediately, subject to a
Lock-up  Agreement  at  $0.60  per share.  In addition, common stock warrants to
purchase  22,800  shares  of  Class  A  common stock are issuable to FMC Capital
Markets,  Inc.  at  $3.29  per  share  subject  to  a  Lock-up  Agreement.

FAS  Group, Inc. assumed in the merger all employment, compensation, and benefit
agreements  and  plans  relating  to  employees of FAS Wealth, including without
limitation,  all  employment contracts, change of control agreements, severance,
and  indemnity  agreements  with  such  employees  and former employees, all FAS
Wealth employee benefit plans, all grants and awards under FAS Wealth 1995 Stock
Option  Plan  relating to current FAS Wealth employees: and any other agreements
or  obligation  set  forth  in  the  Agreement  and  Plan  of  Merger.

<PAGE>
NOTE  J  -  MERGER  (CONTINUED)

On  August  19,  1998,  the parent company, FAS Group, Inc., initiated a private
placement of 750,000 units consisting of 750,000 shares of the Company's Class A
common  stock and 750,000 Redeemable Class A common stock purchase warrants at a
price  of  $2.00  per unit.  As of September 30, 1998, all 750,000 were sold and
proceeds  were  used  for  working capital and investment in its subsidiary, FAS
Wealth.  At  December  31,  1998,  $1,600,000  had  been advanced to FAS Wealth.
Corporate Resolutions of FAS Group, Inc. indicate that this was to be considered
contributed  capital  to  its  wholly owned subsidiary.  The $1,600,000 has been
reflected  as  an  increase  in  additional  paid-in  capital  in  the financial
statements.

Effective  August  31, 1998, FAS Group, Inc. executed an agreement with Biltmore
Securities,  Inc.,  for  the  transfer  to  FAS  Wealth furniture, fixtures, and
equipment,  and  NASD  registered  representatives.  The  NASD  registered
representatives  will  work  as  independent  contractors  in locations that are
Offices  of  Supervisory  Jurisdictions  (OSJ)  of  FAS Wealth.  FAS Wealth will
impose extensive supervision for compliance, accountability, prudence, diligence
and  long-term  commitment  to  good business conduct.  FAS Wealth may terminate
registered  representatives  at will and the OSJ as a whole if deemed necessary.
FAS  Wealth will also provide on-going education and equity research.  The OSJ's
are  restricted  as  to  the  opening of accounts for individuals within certain
income  and  net worth parameters.  The Agreement provides for a payout of gross
commissions  of  82% to the OSJ for the first two years of the agreement and 85%
thereafter.  FAS  Wealth  is also paying monthly a finders fee to an individual.
The  fee  is three percent of gross commissions earned by the OSJ's.  FAS Wealth
has advanced funds totaling $72,000 to the OSJ's.  FAS Wealth has the ability to
withhold  commission  payments  for these advances.  The advances are considered
fully  collectible.

FAS  Wealth  paid  $35,000  for  furniture,  fixtures  and equipment to Biltmore
Securities,  Inc.  Biltmore Securities had a deposit of $100,000 with a clearing
organization  that  was  transferred  to  FAS Wealth's investment account.  This
deposit  belongs  to  the OSJ's and will be transferred in 1999.  It is shown in
the  balance  sheet  as  Due  to  affiliates.

NOTE  K  -  RELATED  PARTY  TRANSACTIONS

The  majority  stockholder  is  the sole stockholder of a corporation formed and
capitalized  primarily  to  originate,  underwrite,  acquire, hold and deal in a
portfolio  of  primarily  first  lien  residential  mortgage loans.  The Company
realized  commission  and  fees totaling approximately $162,000 and $118,000, in
1998  and  1997  respectively,  relating  to  the  offering  of  notes  for this
corporation.  This  offering  opened  in  July  1997  and  closed  in  May 1998.

During the years ended December 31, 1998 and 1997, companies affiliated with the
Company's  majority  stockholder  shared  office space with the Company and paid
rent  of  $11,500  and  $27,500,  respectively,  for  the  use  of  the  space.

During  the  years  ended  December  31, 1998 and 1997, the Company paid rent of
$36,000  to the Company's majority stockholder for the use of office space.  The
lease  with  this  stockholder  expires  March,  2002.
<PAGE>
NOTE  K  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

Effective  June  1, 1997, the Corporation entered into an Independent Contractor
Agreement  with  a  member  of  the  Board  of Directors to act as a Director of
Medical  Affinity  Programs.

In  September  1997,  the  Corporation  purchased  accounts  receivable  from an
affiliated  corporation.  There was no gain or loss on the transaction.  Payment
for  the  receivable  was  received  in  1998.

The  Company  realized $89,000 in placement fees for a private offering of stock
for  its  parent  group  during  the  year  ended  December  31,  1998.

In  the  ordinary  course  of business the Company makes and receives loans with
affiliated  entities  and  stockholders.  These  loans  are  short  term and are
non-interest  bearing.  Loans  made  in  1998  totaled  approximately  $58,400.
Repayments  received  from  affiliated  entities  totaled approximately $64,700.

See  Note  J  and  N  for  additional  related  party  transactions.

NOTE  L  -  COMMITMENTS  AND  CONTINGENCIES

The  Company  is  a defendant in lawsuits incidental to its securities business.
Management  of  the  Company,  after  consultation  with  outside legal counsel,
believes  that  the  resolution of these various lawsuits will not result in any
material  adverse  effect  on  the  Company's  consolidated  financial position.

In  the  normal  course  of  business,  the  Company  enters  into  underwriting
commitments.  Transactions  relating  to such underwriting commitments that were
open  at December 31, 1998, and were subsequently settled had no material effect
on  the  financial  statements  as  of  the  date.

NOTE  M  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  IN  ACCORDANCE  WITH  THE
                  REQUIREMENTS  OF  SFAS  NO.  107

The  Corporation's  financial  instruments  consist  of  all  of  its assets and
liabilities.  The Corporation's management has determined that the fair value of
all  of  its  financial  instruments  is  equivalent  to  the  carrying  cost.

NOTE  N  -  COMMON  STOCK  TRANSACTIONS

During  1995,  the  Company  issued 44,100 warrants in connection with a sale of
common  stock.  Each  warrant which gave the purchaser the right to purchase one
share  of  the  Company's  stock for $7.00 per share.  The price of the warrants
were $.10 each and expire on December 1, 1999.  After the 1996 stock split there
are  now  220,500  warrants  outstanding  with  an  exercise  price  of  $1.40.

<PAGE>
NOTE  N  -  COMMON  STOCK  TRANSACTIONS  (CONTINUED)

In  November,  1995,  the  Company  approved  a plan to grant options to certain
employees  to  purchase  the  Company's common stock.  The plan provides 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,
shall not be greater than $.60 per share.  The plan requires 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 December 31, 1995, all of the options
had  been  granted.  Under  the  plan  the  Company  has  complete discretion in
approving exercise of the options, which encompasses the option price as well as
whether  any  options  will  be  allowed  to  be  exercised.

In  January  1997,  the  Company authorized the issuance of a maximum of 100,000
shares  of its common stock at a price of $1.20 per share and 42,500 shares were
sold  to  the  controlling  stockholder.  The  proceeds  from  these shares were
utilized  for  working  capital.

In  June  1997,  the  Company initiated a private placement of 250,000 shares of
common  stock  at  a  price  of  $2.00 per share.  During 1997, the Company sold
81,500  shares.  All  sales  were  at  $2.00 per share.  The proceeds from these
shares  were  utilized  for  expansion  and  working  capital  by  the  Company.

In  March  1998,  the  Company  and the majority stockholder initiated a private
placement  of  150,000  shares of the Company's common stock at a price of $2.00
per  share.  The  shares contained in the offering were drawn one share from the
authorized  but  unissued shares of the Company for every two shares sold by the
stockholder.  Accordingly, gross proceeds from the sale of the stock were shared
one-third by the Company and two-thirds by the majority stockholder.  Commission
expense  of  ten percent of shares sold was also shared one-third by the Company
and  two-thirds  by  the  majority  shareholder.  The proceeds from this private
placement  were  utilized  for  additional  expansion and working capital by the
Company.  In  the offering, 49,075 shares were sold by the Company at a price of
$2.00  per  share.

<PAGE>










                           ADDITIONAL  INFORMATION













<PAGE>






January  27,  1999




BOARD  OF  DIRECTORS
FAS  Wealth  Management  Services,  Inc.
Sarasota,  Florida


                REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS
                --------------------------------------------
                        ON  ADDITIONAL  INFORMATION
                        ---------------------------


We  have  audited the accompanying financial statements of FAS Wealth Management
Services,  Inc.  as of December 31, 1998 and 1997.  Our audits were made for the
purpose  of  forming  an  opinion  on  the basic financial statements taken as a
whole.  The  supplementary  schedules  of  Computations  of  Net Capital and Net
Capital Requirements Under Rule 15c3-1 of the Securities and Exchange Commission
and  Computation  for Determination of Reserve Requirements under Rule 15c3-3 of
the  Securities  and  Exchange  Commission  are  presented  for  the purposes of
additional  analysis  and  are  not  a  required  part  of  the  basic financial
statements.  The  accompanying  schedules  are  required  by  Rule  17a-5 of the
Securities  and Exchange Commission.  Such information has been subjected to the
testing  procedures  applied in the audit of the basic financial statements and,
in  our  opinion,  is  fairly stated in all material respects in relation to the
basic  financial  statements  taken  as  a  whole.

The  Company  is  exempt  from  the  determination  of  reserve  requirements in
compliance  with  provisions  under  SEC  Rule  15c3-3.  We  found  no  material
differences  in  the  computation  of  net  capital  under  SEC  Rule  15c3-1.





Certified  Public  Accountants


<PAGE>
<TABLE>
<CAPTION>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

            COMPUTATIONS OF NET CAPITAL AND NET CAPITAL REQUIREMENTS
           UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION



                                                      Year  Ended  December  31,
                                                      ------------------------
                                                         1998         1997
                                                      -----------  -----------
<S>                                                   <C>          <C>
NET CAPITAL

Stockholders' equity                                  $1,610,056   $  168,936 

Deductions - non-allowable assets
Furniture, fixtures and equipment                        (59,466)     (27,343)
Deposits  (2,037)                                         (1,934)
Petty cash  (100)                                           (100)
Accounts receivable                                      (81,532)     (19,751)
Prepaid                                                   (7,640)
Syndication costs                                                     (15,000)
Mutual funds                                              (1,301)      (2,290)
                                                      -----------  -----------

Net capital before haircuts on securities              1,457,980      102,518 

Haircuts on securities                                   (98,753)        (903)
                                                      -----------  -----------

NET CAPITAL                                           $1,359,227   $  101,615 
                                                      ===========  ===========


AGGREGATE INDEBTEDNESS

Items included in statements of financial condition
Accounts payable                                      $  176,204   $  107,465 
Commissions payable                                      262,509      101,291 
Payable to clearing organization                         435,330 
Securities sold, not yet purchased, at market value      207,318 
                                                      -----------             

Total Aggregate Indebtedness                          $1,081,361   $  208,756 
                                                      ===========  ===========

Ratio:  Aggregate Indebtedness to Net Capital           .80 to 1    2.05 to 1 
                                                      ===========  ===========

CAPITAL REQUIREMENTS

MINIMUM NET CAPITAL REQUIREMENT PER
SEC RULE 15c3-1                                       $    5,000   $    5,000 
                                                      ===========  ===========

NET CAPITAL REQUIREMENT PER NATIONAL
ASSOCIATION OF SECURITIES DEALERS                     $  100,000   $   13,924 
                                                      ===========  ===========

<PAGE>
Reconciliation with the Company's computation
(included in Part II A of Form X-17A-5 as of
  December 31, 1998)

Net capital as reported in Company's Part II
(unaudited) FOCUS report                                            1,268,182 

Audit adjustment for unrealized gain on investments                    14,244 

Changes in other deductions and charges                                (2,276)

Changes in haircuts                                                    79,077 
                                                                   -----------

NET CAPITAL PER ABOVE                                              $1,359,227 
                                                                   ===========
</TABLE>

<PAGE>
                      FAS WEALTH MANAGEMENT SERVICES, INC.

              COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS
           UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION
                           DECEMBER 31, 1998 AND 1997






The  Company  is  exempt  from  the  determination of reserve requirements under
provisions  of  SEC  Rule  15c3-3  exemption  (K)(2)(ii).




<PAGE>


January  27,  1999




BOARD  OF  DIRECTORS
FAS  Wealth  Management  Services,  Inc.
Sarasota,  Florida

                REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS
                --------------------------------------------
     ON  INTERNAL  ACCOUNTING  CONTROL  REQUIRED  BY  SEC  RULE  17a-5
     -----------------------------------------------------------------

In  planning  and performing our audit of the financial statements of FAS Wealth
Management  Services,  Inc.  for  the years ended December 31, 1998 and 1997, we
considered  its  internal  control  structure in order to determine our auditing
procedures  for  the  purposes  of  expressing  our  opinion  on  the  financial
statements  and  not  to  provide  assurance  on the internal control structure.

We also made a study of the practices and procedures followed by the Company, in
making the periodic computations of aggregate indebtedness and net capital under
Rule  17a-3(a)(11)  and  the  procedures  for  determining  compliance  with the
exemption  provisions  of  Rule  15c3-3.  We  did  not  review the practices and
procedures  followed  by  the  Company  in  making  the  quarterly  securities
examinations,  counts, verifications and the recordation of differences required
by  Rule  17a-13  or  in  complying with the requirements for prompt payment for
securities  under  Section  8  of  Regulation T of the Board of Governors of the
Federal  Reserve  System because the Company did not carry security accounts for
customers  or  perform  custodial  functions  relating  to  customer securities.

The  management of the Company is responsible for establishing and maintaining a
system  of internal accounting control and the practices and procedures referred
to in the preceding paragraph.  In fulfilling this responsibility, estimates and
judgements  by  management  are  required  to  assess  the expected benefits and
related costs of control procedures and of the practices and procedures referred
to  in  the  preceding  paragraph  and  to  assess  whether  those practices and
procedures  can  be  expected  to  achieve  the  Commission's  above-mentioned
objectives.  The  objectives  of a system of internal accounting control and the
practices  and  procedures  are  to  provide management with reasonable, but not
absolute,  assurance  that  assets  for which the Company has responsibility are
safeguarded  against  loss  from  unauthorized  use  or  disposition,  and  that
transactions  are  executed  in  accordance  with management's authorization and
recorded  properly  to  permit  the  preparation  of  financial  statements  in
accordance  with  generally accepted accounting principles.  Rule 17a-5(g) lists
additional  objectives  of  the practices and procedures listed in the preceding
paragraph.

Because of inherent limitations in any internal accounting control procedures or
the  practices  and  procedures  referred to above, errors or irregularities may
nevertheless  occur  and not be detected.  Also, projection of any evaluation of
control procedures to future periods is subject to the risk that they may become
inadequate  because  of  changes  in conditions or that the degree of compliance
with  them  may  deteriorate.

<PAGE>

                                      F - 1
BOARD  OF  DIRECTORS
Page  Two
January  27,  1999


Our  consideration  of  the  internal  control  structure  would not necessarily
disclose  all  matters  in the internal control structure that might be material
weaknesses  under  standards  established by the American Institute of Certified
Public  Accountants.  A  material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a  relatively  low  level the risk that errors or irregularities in amounts that
would  be  material  in  relation  to the financial statements being audited may
occur  and  not  be  detected  within a timely period by employees in the normal
course  of  performing  their assigned functions.  We noted the following matter
involving  the  control  environment  and its operation that we consider to be a
material  weakness  as  defined  above.  This  condition  was  considered  in
determining  the  nature, timing and extent of the procedures to be performed in
our  audits  of the financial statements of FAS Wealth Management Services, Inc.
for  the years ended December 31, 1998 and 1997, and this report does not affect
our  report  thereon  dated  January  27,  1999.

Segregation  of  Duties
-----------------------

Because  of  a  limited  number  of  personnel,  it  is  not  always possible to
adequately  segregate  certain  incompatible  duties so that no one employee has
access  to  both  physical  assets and the related accounting records, or to all
phases  of  a  transaction.  Consequently,  the  possibility  exists  that
unintentional  or  intentional  errors  or irregularities could exist and not be
promptly  detected.

Our audit did not reveal any significant errors or irregularities resulting from
this  lack  of  segregation  of  employee  duties  and  responsibilities.

We  understand  that  practices  and  procedures  that accomplish the objectives
referred  to  in  the  second  paragraph  of  this  report are considered by the
Commission  to  be  adequate  for  its purpose in accordance with the Securities
Exchange  Act of 1934 and related regulations, and that practices and procedures
that  do  not  accomplish  such  objectives  in all material respects indicate a
material  inadequacy  for such purposes.  Based on this understanding and on our
study,  we  believe that the Company's practices and procedures were adequate at
December  31,  1998  and  1997,  to  meet  the  Commission's  objectives.


                            *     *     *     *     *

This  report  is  intended  solely  for  the  use  of  management  of FAS Wealth
Management  Services,  Inc. and the Securities and Exchange Commission and other
regulatory  agencies  which  rely on Rule 17a-5(g) under the Securities Exchange
Act  of  1934  and  should  not  be  used  for  any  other  purpose.




Certified  Public  Accountants