Wagner Wealth Management Form ADV Part II

Revised December 2006

Advisory Services and Fees
Wagner Wealth Management ("WWM") provides investment advisory services and financial planning. We collect fees for these services by charging clients a percentage of assets under management. Our fee schedule is attached to this form. Financial Plamling is included in the asset management fee. For clients who don't pay an asset management fee, we bill for our time on an hourly basis or via a quarterly retainer. Hourly charges are $175-$250 per hour for professional time.

All asset management fees are payable in advance. If a client relationship is terminated, fees will be refunded immediately to the client on a pro rata basis. Fees are calculated on a calendar quarterly basis and will be calculated based on the portfolio valuation the last market day of the month prior to the beginning of each calendar quarter. Quarters will begin on the first day of January, April, July, and October. The management fee for additional deposits to an existing portfolio will be based on the number of calendar days the assets are under the management during the applicable quarter. In addition to paying WWM's fee, client's assets will be subject to fees and costs charged by mutual funds, separate account managers, and custodians. Clients may be able to obtain the services we provide from other advisors at a lesser cost.

Types of Clients
WWM provides services to individuals, investment companies, pension and profit sharing plans, trusts, estates, charitable organizations, corporations, and other business entities.

Types of Investments
WWM offers advice regarding exchange listed securities, foreign issuers, certificates of deposit, index funds, insurance contracts and mutual fund shares. We also advise qualified clients regarding private equity and debt investments.

Method of Analysis, Sources of Information and Investment Strategies
Our analysis of investments is fundamental. We rely on research materials from research firms to conduct our analysis. Our investment strategy is generally to purchase investments for the long tenn. We also conduct option trading for certain clients with experience in option trading.

Education and Business Background
Our investment decisions are determined by an investment committee. Biographies of the investment committee members are attached to this form. All investment committee members are licensed by the State of Colorado and the SEC to give investment advice.

Other Business Activities, Financial Industry Activities and Affiliations
WWM has no other business activities other than those described above. WWM has a brokerage agreement with Charles Schwab and Co. ("Schwab") that allows WWM to take a power of attorney on client accounts at Schwab. Pursuant to the agreement, fees owed to Schwab by clients are paid directly to Schwab. WWM fees are usually paid by deducting the fees directly from Schwab accounts. WWM is not a general partner in any partnership WWM recommends.

Participation or Interest in Client Transactions
WWM buys or sells for its members and employees securities and mutual funds that WWM recommends to clients. Members ofWWM may also invest in private debt or equity related investments that WWM recommends to clients. Purchases of securities for WWM members and employees are limited to I% of the total shares outstanding in the security. WWM will always give clients first priority when purchasing investments.

Clients may select when opening a Schwab account, whether the client or WWM will vote proxies for the client's securities. If the client chooses to have WWM vote the proxies, WWM will do so in the client's best interest, without regard to WWM's interest. Clients may obtain information on how their proxies were voted by making an oral or written request to WWM.

Conditions for managing accounts
WWM has a minimum account size of $l,000,000.

Review of Account
Performance reports will be provided to clients quarterly. Each account is reviewed by an advisor on a quarterly basis. Other factors that trigger a review of an account are a client meeting, client request, deposit of cash, or a performance review of a position held in an account.

Investment or Brokerage Discretion
WWM has authority to determine, without client consent, securities or mutual funds to be bought or sold and the commission rates to be paid to the broker. WWM obtains consent from all clients regarding asset allocation prior to purchasing investments for clients. Certain investments require additional written client consent, including private limited partnerships and separately managed accounts.

Client accounts are generally opened at Schwab. We selected Schwab because the commissions are competitive with other full service brokers and because Schwab provides excellent client service. WWM does not have the authority to select a broker without client consent.

Additional Compensation
WWM receives economic benefIt from Schwab in the form of discounts for services Schwab provides to WWM. Schwab provides services to WWM with respect to WWM's portfolio management software, WWM's client relationship software, and WWM's website. WWM's receipt ofthese discounts is not a factor in determining whether Schwab is selected as the broker for clients.

Clients Referred from the Schwab Advisor Network
WWM receives no compensation from any entity other than Schwab for a client referral. WWM receives client referrals from Schwab through WWM's participation in Schwab Advisor Network® ("the Service"). The Service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with WWM. Schwab does not supervise WWM and has no responsibility
for WWM's management of clients' portfolios or WWM's other advice or services. WWM pays Schwab fees to receive client referrals through the Service. WWM's participation in the Service may raise potential conflicts of interest described below.

WWM pays Schwab a Participation Fee on all referred clients' accounts that are maintained in custody at Schwab and a Non-Schwab Custody Fee on all accounts that are maintained at, or transferred to, another custodian. The Participation Fee paid by WWM is a percentage of the value of the assets in the client's account. WWM pays Schwab the Participation Fee for so long as the referred client's account remains in custody at Schwab. The Participation Fee is billed to WWM quarterly and may be increased, decreased or waived by Schwab from time to time. The Participation Fee is paid by WWM and not by the client. WWM has agreed not to charge clients referred through the Service fees or costs greater than the fees or costs WWM charges clients with similar portfolios who were not reffered through the Service.

WWM generally pays Schwab a Non-Schwab Custody Fee if custody of a referred client's account is not maintained by, or assets in the account are transferred from Schwab. This Fee does not apply if the client was solely responsible for the decision not to maintain custody at Schwab. The Non-Schwab Custody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The NonSchwab Custody Fee is higher than the Participation Fees Advisor generally would pay in a single year. Thus, WWM will have an incentive to recommend that client accounts be held in custody at Schwab.

The Participation and Non-Schwab Custody Fees will be based on assets in accounts of WWM's clients who were referred by Schwab and those refelTed clients' family members living in the same household. Thus, WWM will have incentives to encourage household members of clients refelTed through the Service to maintain custody of their accounts and execute transactions at Schwab and to instruct Schwab to debit WWM's fees directly from the accounts.

For accounts ofWWM's clients maintained in custody at Schwab, Schwab will not charge the client separately for custody but will receive compensation from WWM's clients in the fonn of commissions or other transaction-related compensation on securities trades executed through Schwab. Schwab also will receive a fee (generally lower than the applicable commission on trades it executes) for clearance and settlement of trades executed through broker-dealers other than Schwab. Schwab's fees for trades
executed at other broker-dealers are in addition to the other broker-dealer's fees. Thus, WWM may have an incentive to cause trades to be executed through Schwab rather than another broker-dealer. WWM nevertheless, acknowledges its duty to seek best execution of trades for client accounts. Trades for client accounts held in custody at Schwab may be executed through a different broker-dealer than trades for WWM's other clients. Thus, trades for accounts custodied at Schwab may be executed at different times and different prices than trades for other accounts that are executed at other broker-dealers.

Balance Sheet
WWM does not have custody of client funds and does not require prepayment ofmore
than $500 in fees six or more months in advance. Per applicable rules, WWM does not
attach a balance sheet to this form.