EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                            CONTENTS
<TABLE>
<CAPTION>
                                                       PAGE

FINANCIAL STATEMENTS
<S>                                                    <C>
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                              13

COMPUTATIONS OF NET CAPITAL AND NET CAPITAL
REQUIREMENTS UNDER RULE 15c3-1 OF THE
SECURITIES AND EXCHANGE COMMISSION                     14

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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON INTERNAL ACCOUNTING CONTROL REQUIRED
BY SEC RULE 17a-5                                      16
                                
</TABLE>

February 6, 1998



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


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We   have   audited  the  accompanying  statements  of  financial
condition  of Executive Wealth Management Services, Inc.,  as  of
December 31, 1997 and 1996, 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 Companys  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  Executive Wealth Management Services, Inc. as of December 31,
1997  and  1996, 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
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                     December 31,
                                               1997         1996
                                          -----------  ----------
-
<S>                                       <C>          <C>
ASSETS

Cash                                      $   127,771  $     -
Receivables
 Broker/dealers                                45,406      40,306
 Correspondent brokers                         68,766     122,201
 Customers                                     13,105      13,000
 Affiliates and employees                      18,363       3,650
 Other                                         14,847
Furniture, fixtures and equipment
net cost, net of accumulated depreciation      27,343      37,192
Deposits with clearing organizations           45,157      43,742
Other deposits                                  1,934       1,934
Syndication costs                              15,000        -
                                          -----------  ----------
                                          $   377,692  $  262,025
                                          ===========  ==========

LIABILITIES AND STOCKHOLDERS EQUITY

LIABILITIES:
Accounts payable                          $  107,465   $   36,483
Commissions payable                          101,291      143,566
                                          -----------  ----------
                                             208,756      180,049
STOCKHOLDERS EQUITY
Common stock-authorized 5,000,000 shares;
par value $.002 in 1997 and $.002 in 1996;
issued and outstanding, 2,615,485 shares
and 2,491,490 shares in 1997 and 1996,
respectively                                   5,231        4,983
Preferred stock-authorized 750,000 shares
of $.01 par value; no shares issued
Stock warrants                                 4,410        4,410
Additional paid-in capital                 1,105,639      913,688
Accumulated deficit                         (946,344)    (841,105)
                                          ------------  ----------
TOTAL STOCKHOLDERS EQUITY                   168,936       81,976
                                          ------------  ----------
                                          $  377,692     $262,025
                                          ============  ==========
</TABLE>
 The accompanying notes are an integral part of these financial
                           statements.
                                
           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                      STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                              Year Ended December 31,
                                                1997      1996
                                          ------------ -----------
REVENUE
<S>                                       <C>          <C>
Commissions                               $ 3,723,815  $ 2,909,749
Underwriting fees                             304,002       32,500
Other                                         144,899       57,795
                                          ------------ -----------
                                            4,172,716    3,000,044
EXPENSES
Employer compensation and benefits            406,052      345,561
Commissions                                 3,131,258    2,275,456
Clearing charges and regulatory fees          346,223      262,542
and equipment rental                          130,494      125,968
Depreciation                                   10,811       11,844
Other operating expenses                      280,670      214,687
                                          ------------ -----------
                                            4,305,508    3,236,058
                                          ------------ -----------
OPERATING LOSS                               (132,792)    (236,014)
OTHER INCOME
Rent                                           27,553       23,969
                                          ------------ -----------
LOSS BEFORE INCOME TAXES                     (105,239)    (212,045)
INCOME TAXES
NET LOSS                                  $  (105,239) $  (212,045)
                                          ============ ============
NET LOSS PER SHARE - basic                $     (.041) $     (.088)
                                          ============ ============
NET LOSS PER SHARE-assuming dilution      $     (.038) $     (.079)
                                          ============ ============
</TABLE>
 The accompanying notes are an integral part of these financial
                           statements.
                                
<TABLE>
<CAPTION>                             
                              
                                
           EXECUTIVE 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, 
1996           $ 4,629  $                  $  706,853    $  (629,060)      $ 4,410       $  86,832

Issuance of
common stock       354                        222,638                                      222,992

Syndication costs                            ( 15,803)                                     (15,803)

Net loss                                                    (212,045)                     (212,045)
               -------   --------          -----------   -------------     ---------     ----------
BALANCE,
December 31,
1996             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
               =======  ========           ===========   =============      ========     ==========
</TABLE>

 The accompanying notes are an integral part of these financial
                           statements.
                                
           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

               STATEMENT OF CHANGES IN LIABILITIES
           SUBORDINATED TO CLAIMS OF GENERAL CREDITORS
         FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

The  Company has no subordinated claims as of December  31,  1997
and 1996.

 The accompanying notes are an integral part of these financial
                           statements.
                                
           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                    STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                        Year Ended December 31,
                                            1997           1996
                                        -----------    ----------
<S>                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                              $ (105,239)    $(212,045)

  Adjustments to reconcile net loss to
  net cash used in operating activities:
    Depreciation                            10,811        11,844
    (Increase) decrease in operating assets:
    Receivables:
      Broker dealers                        (5,100)         (963)
      Correspondent brokers                 53,435        20,772
      Affiliates and employees             (14,713)       (3,650)
      Customers                               (105)      (13,000)
      Other                                (14,847)
    Deposits                                (1,415)       (1,318)
  Syndication costs                        (15,000)
  (Decrease) increase in operating liabilities:
    Accounts payable                        70,982       (21,570)
    Commissions payable                    (42,275)         (977)
                                        -----------    ----------
                                            41,773        (8,862)
                                        -----------    ----------
NET CASH USED IN OPERATING ACTIVITIES      (63,466)     (220,907)
                                        -----------    ----------
CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of furniture, fixtures 
  and equipment                               (962)       (6,685)
                                        -----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock         214,000       222,992
Syndication costs                          (21,801)      (15,803)
                                        -----------    ----------
NET CASH PROVIDED BY 
   FINANCING ACTIVITIES                    192,199       207,189
                                        -----------    ----------











           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                    STATEMENTS OF CASH FLOWS
                           (Continued)




NET INCREASE (DECREASE) IN CASH            127,771       (20,403)
                                        -----------    ----------
CASH, at beginning of year                                20,403
                                        -----------    ----------
CASH,   at  end  of  year               $  127,771     $
                                        ===========    ==========
Supplemental Disclosures:
  Interest Paid                         $     -        $    -
                                        ===========    ==========
</TABLE>
 The accompanying notes are an integral part of these financial
                           statements.
                                
                                
                                
           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                  NOTES TO FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 1997 AND 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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.

Investments

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

During 1997, the Company acted as managing placement agent  on  a
best  efforts  basis for the Outlet Mall Network, Inc.  private
placement  offering  of 2.5 million units.   The  Company  earned
commissions  and placement fees of $111,287 for  the  year  ended
December  31,  1997.  Additionally, for serving as  best  efforts
managing placement agent, Executive received warrants to purchase
shares  of OMNI Class /B/ Common Stock.  The warrants  have  an
exercise  price of $2.00 and expire June 10, 2007.   The  Company
has  assigned no value to the warrants due to the fact that there
is  no  liquid quotable market and therefore, their value is  not
determinable.

           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                  NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings per Share

In   1997,  the  Financial  Accounting  Standards  Board   issued
Statement No. 128, /Earnings per Share/.  Statement 128  replaced
the  calculation of primary and fully diluted earnings per  share
with  basic  and  diluted  earnings per  share.   Unlike  primary
earnings  per  share,  basic  earnings  per  share  excluded  any
dilutive effects of options, warrants and convertible securities.
Diluted  earnings  per share is very similar  to  the  previously
reported  fully  diluted earnings per share.   All  earnings  per
share  amounts  for  all periods have been  prepared,  and  where
appropriate,   restated  to  conform   to   the   Statement   128
requirements.

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  1996  financial
statements   to   conform  with  the  1997  financial   statement
presentation.  Such reclassifications had no effect on net income
as previously reported.

NOTE B - DEPOSITS WITH CLEARING ORGANIZATIONS

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

NOTE C - FURNITURE, FIXTURES AND EQUIPMENT

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

<TABLE>
<CAPTION>

                                           1997           1996
                                        ---------      --------
<S>                                     <C>            <C>
Furniture and fixtures                  $ 37,951       $ 37,951
Equipment                                 34,202         33,240
Leasehold improvements                     6,622          6,622
                                        --------       --------
                                          78,775         77,813
Less accumulated depreciation            (51,432)       (40,621)
                                        --------       --------
                                        $ 27,343       $ 37,192
                                        ========       ========
</TABLE>

NOTE D - OPERATING LEASE

The  Company leases office space under operating lease agreements
which  expire in 1996 through 1998.   Rent expense for the  years
ended  December  31,  1997 and 1996 was  $112,403  and  $103,452,
respectively.

The future minimum rental commitment for the noncancellable lease
agreements as of December 31, 1997 is as follows:
<TABLE>
<CAPTION>

Year                                    Amount
<S>                                   <C>
1998                                  $ 103,452
1999                                     36,000
2000                                     36,000
2001                                     36,000
2002                                     18,000
                                      ---------
                                      $ 229,452
                                      =========
</TABLE>

NOTE E - NET CAPITAL REQUIREMENT

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

The Company had a net capital of $101,615 or 730% and $22,618  or
188%  of  the minimum requirement at December 31, 1997 and  1996,
respectively.  The net capital rules may effectively restrict the
payment  of dividends to the Companys stockholders.  The Company
operates pursuant to the (K)(2)(ii) exemptive provisions  of  the
Securities  and Exchange Commissions Rule 15c3-3  and  does  not
hold 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  Companys ratio was 2.05 to 1  and  7.85  to  1  at
December 31, 1997 and 1996, respectively.

NOTE F - INCOME TAXES

At  December  31,  1997, the Company has  a  net  operating  loss
carryforward of approximately $769,000 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 $285,000, calculated
using  an effective income tax rate of 37% for the Company.   The
Company  has no significant differences between book and  taxable
income.

NOTE G - NET LOSS PER SHARE

The  following  sets forth the computation of basic  and  diluted
earnings per share.

<TABLE>
<CAPTION>


Numerator                                 1997              1996
                                        ------------   ------------
<S>                                     <C>            <C>
Net   Loss                              $  (105,239)   $(  212,045)
                                        ============   ============
Denominator

Denominator for basic earnings
per share-weighted average shares         2,560,117      2,413,300

Effect of dilutive securities:
Stock warrants                              182,663        257,250
                                        ------------    ----------

Denominator for dilutive earnings
per share - adjusted weighted average
shares and assumed conversion             2,742,780      2,670,550
Basic   Net  Loss  Per  Share            $    (.041)    $    (.088)
                                         ===========    ===========
Diluted Net Loss Per Share               $    (.038)    $    (.079)
                                         ===========    ===========
</TABLE>

NOTE H - 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  Companys  financial  position  or  results   of
operations  for  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 during the year.

NOTE I - RELATED PARTY TRANSACTIONS

The  majority  stockholder is the controlling  stockholder  of  a
corporation  organized  in  1995  to  develop  and  implement   a
franchise business pursuant to which the franchisee will purchase
residential  single  family  houses  for  resale.   The   Company
realized  placement and management fees of $32,500  during  1996,
relating to the offering of notes for this corporation.

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   of   approximately  $110,000  and  $80,000,  respectively,
relating to the offering of notes for this corporation.

During  the  years  ended December 31, 1997 and  1996,  companies
affiliated with the Companys majority stockholder shared  office
space  with  the  Company and paid rent of $27,500  and  $24,000,
respectively, for the use of the space.

During  the  year ended December 31, 1997 and 1996,  the  Company
paid  rent of $36,000 and $36,000, respectively, to the Companys
majority stockholder for the use of office space.  The lease with
this stockholder expires June, 2002.

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.   The  receivable is believed by  management  to  be
fully collectible.

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 and  repaid
in 1997 totaled approximately $230,000.

See Note K for additional related party transactions.

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

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

NOTE K - COMMON STOCK TRANSACTIONS

During 1995, the Company and its majority stockholder sold 44,100
shares of the Companys common stock.  The price of the stock was
$5.90  per share and each purchaser of a share received a warrant
which  gave the purchaser the right to purchase one share of  the
Companys stock from the Company for $7.00 per share.  The  price
of  the  warrants were $.10 each and expire on December 1,  1999.
The proceeds of the warrants were retained by the Company.  After
the  1996  stock split there are now 220,500 warrants outstanding
with an exercise price of $1.40.

In  November, 1995, the Company approved a plan to grant  options
to certain employees to purchase the Companys common stock.  The
plan  provides for the granting of options to purchase a  maximum
of  500,000  shares  of the Companys 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.

On  December  15, 1995, the Company and the majority  stockholder
initiated  a private placement of 80,000 shares of the  Companys
common stock at a price of $6.00 per share.  The shares contained
in  the offering are to be drawn equally from the authorized  but
unissued  shares  of  the Company and the  majority  stockholder.
Accordingly,  gross proceeds from the sale of the stock  will  be
shared equally by the Company and the majority stockholder.   The
proceeds from this private placement were utilized for additional
expansion  and working capital by the Company.  During 1996,  the
Company  sold  38,164 shares, of which 10,898 were  sold  to  the
majority stockholder.  All sales were at $6.00 per share.

In  May 1996, the Board approved a five to one stock split of its
common  stock which reduced its par value to $.002.  In September
1996 the split became effective.

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.   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.



February 6, 1998




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


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ON ADDITIONAL INFORMATION


We   have  audited  the  accompanying  financial  statements   of
Executive  Wealth Management Services, Inc. as  of  December  31,
1997  and 1996.  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


           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                
    COMPUTATIONS OF NET CAPITAL AND NET CAPITAL REQUIREMENTS
   UNDER RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION
                                
<TABLE>
<CAPTION>                                
                                
                                           Year Ended December 31,
                                             1997           1996
                                        ----------     ----------
<S>                                     <C>            <C>
NET CAPITAL
Stockholders equity                    $  168,936     $  81,976
Deductions - non-allowable assets
Furniture, fixtures and equipment          (27,343)      (37,192)
Deposits                                    (1,934)       (1,934)
Petty cash                                    (100)         (100)
Accounts receivable                        (19,751)      (19,257)
Syndication costs                          (15,000)
Mutual funds                                (2,290)
                                        -----------    ----------
Net capital before haircuts 
on securities                              102,518        23,493
Haircuts on securities                        (903)         (875)
                                        -----------    ----------
NET CAPITAL                             $  101,615     $  22,618
                                        ===========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                        AGGREGATE INDEBTEDNESS
<S>                                     <C>            <C>
Items included in balance sheet
Accounts payable                        $ 107,465      $  34,050
Commissions payable                       101,291        143,566
Total Aggregate Indebtedness            $ 208,756      $ 177,616

Ratio: Aggregate Indebtedness 
to Net Capital                         2.05 to  1      7.85 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 (130%
OF MINIMUM NET CAPITAL REQUIREMENT
OR 6 2/3% AGGREGATE INDEBTEDNESS)       $  13,924      $  11,842
</TABLE>

           EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                
      COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS
   UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION
                   DECEMBER 31, 1997 AND 1996
                                
                                
                                
     The Company is exempt from the determination of reserve
   requirements under provisions of SEC Rule 15c3-3 exemption
                           (K)(2)(ii).
                                
                                
                                
                                
February 6, 1998




BOARD OF DIRECTORS
Executive 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 Executive Wealth Management Services, Inc. for the years ended
December  31,  1997 and 1996, 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 Commissions 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  managements 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.


BOARD OF DIRECTORS
Page Two
February 6, 1998


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  Executive  Wealth  Management
Services,  Inc. for the years ended December 31, 1997  and  1996,
and this report does not affect our report thereon dated February
6, 1998.

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  Companys
practices and procedures were adequate at December 31,  1997  and
1996, to meet the Commissions objectives.

This  report  is  intended solely for the use  of  management  of
Executive 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