UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _______________ to __________________

                        Commission file number 000-29342

                         WADE COOK FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         NEVADA                                          91-1772094
(State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                   identification number)

                          14675 Interurban Avenue South
                           Seattle, Washington, 98168
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (206) 901-3000

Indicate by check mark whether the  registrant  (1) has filed all  documents and
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 [ ]

The number of outstanding  shares of the registrant's  common stock,  $0.001 par
value, as of March 31, 2001 was 64,058,948 shares.


<PAGE>


                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index



PART I --FINANCIAL INFORMATION ...............................................1

Item 1:  Financial Statements ................................................1

         Condensed Consolidated Balance sheets
           as of December 31, 2000 and March 31, 2001.........................1

         Condensed Consolidated Statements of Operations
           for the three months ended March 31, 2000 and 2001.................3

         Condensed Consolidated Statements of Cash Flows
           for the three months ended March 31, 2000 and 2001.................4

         Notes to Financial Statements........................................5


Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ...........................................8


Item 3:  Quantitative and Qualitative Disclosures About Market Risk ..........14


PART II -- OTHER INFORMATION .................................................15


Item 1.  Legal Proceedings ...................................................15


Item 2.  Changes in Securities ...............................................15


Item 3.  Defaults Upon Senior Securities .....................................15


Item 4.  Submission of Matters to a Vote of Security Holders .................15


Item 5.  Other Information ...................................................15


Item 6.  Exhibits and Reports on Form 8-K ....................................15

Signatures....................................................................16




                                       i


<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements

                Wade Cook Financial Corporation and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>

(in thousands)                                                 March 31, 2001     December 31, 2000
                                                               --------------     ------------------
<S>                                                             <C>                 <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                      $ 1,292             $   980
    Marketable securities                                              465                 183
    Receivables, trade and credit card                               1,520               2,165
    Inventory                                                        2,000               1,915
    Notes receivables                                                    -                   -
    Receivables, related parties/employees                             256                 248
    Deferred tax assets                                              1,238               1,091
    Income tax refund receivable                                     1,795               1,795
    Prepaid                                                            113                  97
                                                               --------------     ------------------
  Total current assets                                               8,679               8,474
                                                               --------------     ------------------
  Property, plant and equipment, net of depreciation                 8,461               9,409
                                                               --------------     ------------------
  Goodwill, net of amortization                                      1,996               2,002
                                                               --------------     ------------------
  Other assets:
  Other investments                                                  5,008               5,305
  Deposits                                                             100                 100
  Notes receivable, related parties/employees                        1,655               1,639
  Notes receivable                                                   2,050               2,050
                                                               --------------     ------------------
  Total other assets                                                 8,813               9,094
                                                               --------------     ------------------
Total assets                                                       $27,949             $28,979
                                                               ==============     ==================
</TABLE>

                 See notes to consolidated financial statements



                                       1
<PAGE>


<TABLE>

(in thousands)                                                 March 31, 2001     December 31, 2000
                                                               --------------     ------------------
<S>                                                             <C>                 <C>

Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                              $   379             $   564
    Accounts payable                                                 4,187               5,004
    Accrued liabilities                                                778                 914
    Margin loans in investment accounts                                226                  36
    Payroll and other accrued taxes                                  1,054                 887
    Accrued income taxes                                                 3                   3
    Deferred revenue                                                 2,062               2,051
    Payables, related parties                                          242                 344
                                                               --------------     ------------------
  Total current liabilities                                          8,931               9,803

Due to related party                                                 2,045               2,045
Long-term debt                                                       3,246               3,278
Deferred revenue                                                       271                 146
                                                               --------------     ------------------
Total long-term liabilities                                          5,562               5,469
                                                               --------------     ------------------
Total liabilities                                                   14,493              15,272
                                                               --------------     ------------------
Minority interest                                                      413                 410
                                                               --------------     ------------------
Shareholders' Equity
    Preferred stock                                                      -                   -
    Common stock                                                        64                  64
    Paid-in capital                                                  4,845               4,845
    Prepaid advertising                                               (170)               (170)
    Retained Earnings                                                8,921               9,145
                                                               --------------     ------------------
                                                                    13,660              13,884
                                                               --------------     ------------------
  Less: common stock in treasury at cost:                             (617)               (587)
                                                               --------------     ------------------
Total shareholders' equity                                          13,043              13,297
                                                               --------------     ------------------
Total liabilities, minority interest, and stockholders'
  equity                                                           $27,949             $28,979
                                                               ==============     ==================
</TABLE>

                 See notes to consolidated financial statements



                                       2
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                   Condensed Consolidated Statements of Income
                                   (Unaudited)


                                               For the Three Months Ended
                                               --------------------------

(in thousands, except per share data)            March 31,       March 31,
                                                   2001            2000
                                               ------------     -----------
Revenue, net of returns and discounts            $12,277          $19,363
                                               ------------     -----------
Costs and expenses:
  Cost of revenue                                  4,908            6,436
  Selling, general and administrative              7,711           12,598
                                               ------------     -----------
Total operating costs                             12,619           19,034
                                               ------------     -----------
Income (loss) from operations                       (342)             329
                                               ------------     -----------
Other income (expense):
  Interest and dividends                              62                -
  Gain (loss) on trading securities                 (679)             217
  Interest expense                                  (109)             (62)
  Recovery of loss on investments                      -              124
  Other                                              701              184
                                               ------------     -----------
Total other income (expenses)                        (25)             463
                                               ------------     -----------
Income before income taxes                          (367)             792
                                               ------------     -----------
Provision for income taxes (tax                     (147)             269

Minority Interest                                      4                3
                                               ------------     -----------
Income from continuing operations                $  (224)         $   526
                                               ------------     -----------
Net income (loss)                                $  (224)         $   526
                                               ============     ===========
Earnings per share
  Income from continuing operations              $  0.00          $  0.01
                                               ------------     -----------
Net income                                       $  0.00          $  0.01
                                               ============     ===========
Weighted average number of shares                 64,059           64,049


                 See notes to consolidated financial statements



                                       3
<PAGE>


                Wade Cook Financial Corporation and Subsidiaries
                 Condensed Consolidated Statements of Cash Flow
                                   (Unaudited)


<TABLE>


                                                                           Three Months Ended
                                                                  -----------------------------------
(in thousands)                                                    March 31, 2001       March 31, 2000
                                                                  --------------       --------------

<S>                                                                  <C>                   <C>
Cash provided by (used in) operations                                $(118)                $ (296)

 Cash provided by (used in) investing activities                       427                   (642)

Cash used in financing activities:
     Net (payments) borrowings                                           3                    (75)
                                                                  --------------       --------------
Net increase (decrease) in cash                                       $312                $(1,013)
                                                                  ==============       ===============
</TABLE>






                 See notes to consolidated financial statements




                                       4
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                 March 31, 2001


1.   Basis for Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     three-month  period ended March 31, 2001 are not necessarily  indicative of
     the results that may be expected for the year ending December 31, 2001. For
     further  information,  refer to "Factors  Affecting Future Results," and to
     the financial  statements and footnotes  thereto  included in the Company's
     Annual Report on Form 10-K for the year ended December 31, 2000.

2.   Earnings per Share

     Basic  earnings per share are computed by dividing net income  available to
     common  shareholders  by the  weighted  average  number  of  common  shares
     outstanding during the period.

3.   Discontinued Operations

     In  June  1998,   the  Company,   through   SMILe   entered  into  a  Stock
     Purchase/Licensing  Agreement pursuant to which it divested its interest in
     Entity Planners, Inc. ("EPI") in exchange for $250,000. Under the Licensing
     portion of the  Agreement,  the Company  entered into a five year licensing
     agreement  pursuant to which the  Company was  entitled to receive up to an
     aggregate of $17,470,000 in licensing fees. Berry,  Childers,  & Associates
     was the purchaser of EPI. EPI was subsequently  transferred to the Anderson
     Law Group, P.C. ("ALG").

4.   Licensing Arrangement

     In June of 1999, the five year licensing  agreement was mutually terminated
     by  the  parties  and  the  Company  entered  into  a  temporary  licensing
     arrangement  with  ALG.  Under the  temporary  licensing  arrangement,  the
     Company  receives  payments in the form of  marketing  fees equal to 35% of
     ALG's gross proceeds from select services.  During the first fiscal quarter
     of 2001, the Company received $362,000 in marketing fees from ALG.

5.   Contingencies

     The Company is subject to a small number of legal  proceedings  and claims,
     which were  discussed in detail in the Form 10-K for fiscal 2000, and other
     documents previously filed with the Securities and Exchange Commission. The
     Company is also subject to certain other legal proceedings and claims which
     have  arisen in the  ordinary  course of  business  and which have not been
     fully adjudicated. The results of the Company's legal proceedings cannot be
     predicted with certainty;  however,  although management does not presently
     anticipate  liability  related to many of the legal  proceedings and claims
     that would have a material  adverse  effect on its  financial  condition or
     result of  operations,  it has not yet made an  estimate  of its  potential
     exposure in several pending  proceedings and  investigations  or determined
     the impact of adverse results in such matters on its financial statements.

6.   Segment Reporting

     During 1998, the Company adopted SFAS No. 131,  "Disclosures About Segments
     of an Enterprise and Related  Information," which establishes standards for
     the way that companies report information about



                                       5
<PAGE>

     operating  segments,  based on the  approach  that  management  utilizes to
     organize the segments for management reporting and decision making.

     The Company  operates  through five business  segments:  Seminars,  Product
     Sales,  Pager Services,  Travel  Services,  and Other.  The Seminar segment
     primarily  conducts  educational  seminars on strategies for trading in the
     stock market and buying and selling real estate.  The Product Sales segment
     includes the publishing and distribution of books, CDs,  videotapes,  audio
     tapes,  and written  materials  designed to teach various  trading and cash
     flow  strategies  for trading in the stock market,  asset  protection,  and
     asset accumulation  techniques.  The Pager Services segment produces the IQ
     Pager,  which provides  subscribers  with paging services for stock related
     information.  The Travel Service segment is a travel agency that is also in
     the  business of selling  travel agent  training  kits.  The Other  segment
     includes  retail book  sales,  interest  in real  estate  ventures,  and an
     inter-company advertising agency.


     Information on the Company's  business  segments for the three months ended
     March 31,

      (in thousands)                                2001               2000
                                                 ---------          ---------
      Net revenues and sales
          Seminars                               $10,026             $15,556
          Product sales                            1,523               2,744
          Pager service                              339                 338
          Travel service                             429                 685
          Other                                      881                 771
          Less: inter-company sales                 (921)               (731)
                                                 ---------          ---------
                                                 $12,277             $19,363
                                                 =========          =========
     Cost of sales
          Seminars                               $ 3,479             $ 5,170
          Product sales                              759               1,381
          Pager service                               53                 109
          Travel service                               -                   -
          Other                                      642                 467
          Less: inter-company sales                  (25)               (691)
                                                 ---------          ---------
                                                 $ 4,908             $ 6,436
                                                 =========          =========
    Operating income
          Seminars                               $  (511)            $   410
          Product sales                             (317)               (160)
          Pager service                              222                 106
          Travel service                             100                  66
          Other                                      179                 (11)
          Less: inter-company sales                  (15)                (82)
                                                 ---------          ---------
                                                 $  (342)            $   329
                                                 =========          =========

                                       6
<PAGE>

    (in thousands)                                March 31,        December 31,
                                                    2001              2000
                                                ------------       ------------
    Net Identifiable assets
          Seminars                                     -                  -
          Product sales                               93                107
          Pager service                              562                622
          Travel service                              30                 35
          Other                                        2                  3
                                                ------------       ------------
    Segmented assets                                 687                767
                                                ------------       ------------
    Corporate assets                              $7,774             $8,642
                                                ------------       ------------
          Total identifiable assets                8,461              9,409
                                                ============       ============

8.   Other Events

     Earthquake and Flooding  Damage.  On February 28, 2001, an earthquake  (the
     "Earthquake") measuring 6.8 on the Richter scale struck Western Washington.
     In concert with the earthquake,  Wade Cook Financial Corporation's ("WCFC")
     corporate   headquarters   (the   "Headquarters"),   located  in   Seattle,
     Washington,  experienced  severe localized  flooding (the "Flooding").  The
     Headquarters  is home to WCFC,  as well as the Stock  Market  Institute  of
     Learning, Inc. ("SMILe"), Lighthouse Publishing Group, Inc. ("Lighthouse"),
     and Information  Quest, Inc. ("IQ"), all wholly owned subsidiaries of WCFC.
     Collectively SMILe,  Lighthouse,  and IQ account for the majority of WCFC's
     annual  revenues.  The  combination  of the Earthquake and the Flooding has
     caused the Company to  significantly  reduce  operations,  and rendered one
     half of the Headquarters  temporarily  unusable.  It is not presently known
     when the Company will again be fully  operational.  The inability to resume
     full  operations  has caused and  continues  to cause the Company to lose a
     significant  amount of revenue,  as well as the attendant  loss of profits,
     and to incur  substantial  continuing and extra  expenses.  As of March 31,
     2001, the Company was unable to accurately  estimate the extent of property
     damage,  lost profits,  and associated  expenses incurred on account of the
     Earthquake and the Flooding, but believes it may be material.




                                       7
<PAGE>

Item 2: Management's Discussion and Analysis of Financial Condition
        and Results of Operations

     Note Regarding Forward Looking Information

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects," "believe," "believes," "plan" "plans,"  "anticipate,"  "anticipates,"
"is  anticipated,"  or stating that certain  actions,  events or results "will,"
"may," "should," or "can" be taken,  occur or be achieved) are not statements of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on expectations, estimates and projections of the Company's
management  at the time the  statements  are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially from those  anticipated by the Company.  Such risks and uncertainties
include,  but are not limited to, the Company's  working capital  deficiency and
liquidity  constraints,  the effect that volatility in the stock market may have
on the interest of customers in the  Company's  seminars,  products and services
and on the  Company's  own  investments,  the  level  of  resources  that may be
required by the Company's  consumer  redress program,  the Company's  continuing
compliance with state and federal  agreements,  the Company's  ability to manage
its growth and to integrate recent acquisitions,  fluctuations in the commercial
real estate market, risks of the hotel business, the influence on the management
of the Company by Wade B. Cook,  the Company's  CEO, the  possibility of adverse
outcomes in pending or threatened  litigation and actions involving the Company,
consequences  associated with the Company's policy of committing  available cash
to  additional  investments,  lack of  liquidity in the  Company's  investments,
damage and disruption to operations  caused by the February 28, 2001 earthquake,
and other risks and  uncertainties  discussed  herein and those  detailed in the
Company's  other  Securities  and Exchange  Commission  filings.  Investors  are
cautioned  not to place undue  reliance  on  forward-looking  statements,  which
reflect management's analysis, estimates and opinions as of the date hereof. The
Company  undertakes  no  obligation  to  update  forward-looking  statements  if
circumstances,  or management's  analysis,  estimates or opinions should change.
For the  convenience  of the  reader,  the  Company  has  attempted  to identify
forward-looking  statements  contained  in this  report  with an  asterisk  (*).
However,  the  omission  of an  asterisk  should not be  presumed to mean that a
statement is not a  forward-looking  statement within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act.

General

     Wade Cook  Financial  Corporation  is a holding  company that,  through its
operating subsidiary, Stock Market Institute of Learning ("SMILe" formerly known
as Wade Cook Seminars, Inc.), conducts financial education seminars and produces
and sells related video and audio tapes, books and other written materials.  The
Company's  core  business  is  financial  education,  through  its  seminar  and
publishing  concerns.  These core  businesses  are  complemented  by a financial
information  pager service,  and an online bulletin  service that provides stock
market  information and that illustrates the strategies  taught in the Company's
seminars and publications.

     SMIL hosts the Wealth  Information  Network  ("WIN"),  an Internet web site
that allows  subscribers to log on and obtain  information  related to the stock
market at http://www.wadecook.com.  Two of the Company's operating subsidiaries,
Left Coast  Advertising,  Inc., and Lighthouse  Publishing Group,  Inc., conduct
advertising and publishing services respectively.

     In August  1997,  the  Company was  assigned  all  interests  and rights in
Worldwide  Publishers,  Inc.  ("Worldwide"),  a publisher of  inspirational  and
childrens' books, Origin Book Sales, Inc.  ("Origin"),  a seller of books, audio
cassettes,  art  and  software  and  the  exclusive  distributor  for  Worldwide
("Worldwide");  Gold Leaf Press,  Inc. ("Gold Leaf"), a publisher of fiction and
non-fiction  books; and Ideal Travel  Concepts,  Inc.  ("Ideal"),  a provider of
travel related services and travel agent training.  The aggregate  consideration
in these acquisitions consisted of a cancellation of $275,000 in indebtedness to
the Company and 423,294 shares of the Company's common stock.



                                       8
<PAGE>

     Also in August 1997,  the Company  acquired an aggregate of 769,231  shares
(approximately 5.1%) of the common stock of Interjet Net Corporation  ("Interjet
Net"), a wireless,  high speed Internet  access  provider,  for a total purchase
price of  $1,500,000.  Interjet Net  subsequently  changed its name to Broadband
Vision,  Inc.  In 1999 and 2000,  the  Company  sold  nearly  all shares in that
company, and used the proceeds to fund more recent stock acquisitions and to pay
various  operational  expenses.  The proceeds from the sale of this stock during
1999  and 2000 was  approximately  $3,177,000  and  $313,000  respectively.  The
Company continues to hold 1,000 shares of Broadband Vision stock.

     In January 1998, the Company acquired Quantum Marketing,  Inc. ("Quantum"),
a corporation that provides local marketing of SMILe products and services.  The
Company  acquired  all the issued and  outstanding  capital  stock of Quantum in
exchange for 45,000 shares of the Company's  common stock for a deemed  purchase
price of $189,000.

     In January  1998,  the Company was  assigned all  interests in  Information
Quest,  Inc.  ("IQ"), a corporation that markets a paging service which provides
subscribers with up-to-date stock market and financial information.  The Company
received  all the issued and  outstanding  capital  stock of IQ in exchange  for
45,000  shares of the  Company's  common  stock for a deemed  purchase  price of
$188,000.

     Also in 1998, the Company  disposed of the business Entity  Planners,  Inc.
("EPI"), an entity formation business.  Berry,  Childers, and Associates was the
purchaser.  In connection  with the sale of EPI, the Company granted a five year
license to the purchasers of EPI to use certain intellectual property. After the
sale of EPI to Berry, Childers, and Associates, EPI was subsequently sold to the
Anderson  Law Group,  P.C.  ("ALG").  In June of 1999,  the five year  licensing
agreement  with EPI was  mutually  terminated  by the  parties  and the  Company
entered into a temporary  licensing  arrangement  with EPI.  Under the temporary
licensing  arrangement,  the Company receives  payments in the form of marketing
fees  equal to 35% of EPI's  gross  proceeds  on select  services.  The  Company
currently  conducts  business  in  association  with EPI  under the terms of the
temporary licensing arrangement.

Investments.

     The  Company   regularly   evaluates   other   acquisition  and  investment
opportunities,  and  additional  cash  resources may be devoted to pursuing such
opportunities.  In the  fourth  quarter of 1999,  the  Company,  through  SMILe,
executed agreements to invest in three private companies. The investments are as
follows:  80,000 shares of E-automate,  Inc.  common stock at $240,000  acquired
through a private placement;  450,000 shares of Surfbuzz.com,  Inc. ("Surfbuzz")
common stock at $450,000 acquired through a private placement; and 75,000 shares
of CeriStar, Inc. common stock at $150,000 acquired through a private placement.
In January 2000, the Company purchased an additional  100,000 shares of Surfbuzz
common stock and 50,000 shares of Ceristar,  Inc. common stock for an additional
$100,000  respectively.  E-automate is a software  manufacturer  that integrates
small business operations. Surfbuzz.com is a world wide web search engine access
tool. Ceristar is a company engaged in integrating  telecommunications  systems.
These Investments were accounted for using the Cost Method.



                                       9
<PAGE>

     In May of 2000,  the Company was  informed by the  management  of Surfbuzz,
that  Surfbuzz  was a defendant  of a patent  infringement  suit with respect to
technology  used in the  operation of that  business.  As a result of the patent
infringement  suit,  operations at Surfbuzz  were halted.  In an effort to avoid
losses on its  investment  in Surfbuzz,  the Company held  discussions  with the
initial promoters (the "Promoters") of Surfbuzz to develop a plan for protecting
the Company's investment. As a result of these discussions,  the Company entered
into a related  Stock  Purchase  Agreement for the purchase of common stock in a
company named Sundog  Technologies,  Inc.  ("Sundog").  The Company entered into
this  stock  purchase  agreement  on  January  31,  2001.  Sundog is a  Delaware
corporation  organized in 1992 for the purpose of seeking and acquiring business
opportunities.  Under the Stock  Purchase  Agreement,  the  Company  surrendered
250,000 shares of Surfbuzz  common stock for 100,000 shares of Sundog,  and paid
$4,000  in  additional  transfer  costs.  As a result of this  transaction,  the
Company  become the owner of 100,000  shares of Sundog common stock with a basis
equal to the cost  value of the  surrendered  stock.  Sundog  has  approximately
23,900,000 shares issued and outstanding, whose common stock is registered under
the Securities  and Exchange Act of 1934, as amended.  Surbuzz has since changed
its corporate name to Arkona,  Inc. The Company continues to work with Promoters
concerning its remaining $200,000 investment in Surfbuzz stock.

     The Company retains minority interests in the Hampton  Inn/Fairfield Inn in
Murray,  UT, Woods Cross  Fairfield  Inn in Woods  Cross,  UT, and the Park City
Hampton Inn & Suites in Park City,  UT. The minority  interests,  which are 12%,
7%, and 4% respectively,  are held through the Company's  ownership  interest in
Western States Lodging.

Liquidity and Capital Resources

     At March 31, 2001, the Company had current  assets and current  liabilities
in the amounts of $8.7 million and $8.9  million,  respectively,  resulting in a
working capital deficit of $200,000. The working capital deficit at December 31,
2000 was $1.3 million. The reduction in the capital deficit in the first quarter
was the primary result of increases in the Company's cash accounts from the sale
of a  company-owned  building  and an  increase  in the value of its  marketable
securities,  and the sale of Company  owned  vehicles;  as well as the continued
repayment of accounts  payables,  current  portion of long-term  debt, and other
accrued expenses. Current liabilities at March 31, 2001 include $2.0 in deferred
revenue,  which results  primarily from revenues from seminars not yet attended,
prepayments   for  future  pager   services   from   Information   Quest  and/or
subscriptions to the WIN online service.  The Company has not made estimated tax
payments with respect to the year 2001 income  taxes,  but expects an income tax
benefit for the first quarter in 2001.  Property,  plant and equipment decreased
by $900,000  from $9.4  million at March 31,  2000 to $8.5  million at March 31,
2001  primarily  due to the sale of Company  owned  vehicles  and a building  in
Tacoma, Washington for $750,000.

     At March 31,  2001,  the  Company had  payables  to related  parties in the
amount $242,000, which primarily represents royalties owed to Mr. Wade B. Cook.

     The  market  value of the  Company's  marketable  securities  increased  by
$282,000 from $183,000 million at December 31, 2000 to $465,000 million at March
31,  2001 due  primarily  to  market  increases  in the  value of  Company  held
equities. Inventory increased by $100,000 from $1.9 million at December 31, 2000
to $2 million at March 31, 2001 due to the storage of newly  developed  product,
principally  consisting of the Wall Street Money Machine Volume IV, Free Stocks,
in anticipation of the upcoming book release.  Company inventory includes tapes,
cassettes, manuals and books published by the Company, various related marketing
materials, supplies and other assorted items. At March 31, 2001 the Company also
had  current  receivables  from  related  parties  in  the  amount  of  $256,000
consisting primarily of loans to employees secured by real property.



                                       10
<PAGE>

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive payments under a temporary  marketing  arrangement with ALG,
which provides for payments to the Company equal to 35% of EPI's gross proceeds.
The arrangement may be terminated at any time by either party.  During the first
quarter of 2001, the Company received $362,000 under this arrangement.

     Other  investments  decreased by $200,000 from $5.2 million at December 31,
2000 to $5.0 million at March 31, 2001, due primarily to the Company's  transfer
of several parcels of undeveloped  land to a third party pursuant to contract to
develop such property.

     The Company's Other investments include the following:

                                                       Investment
        Description of Investment                    (in thousands)
        -----------------------------------------------------------
        Oil and gas properties                           $  691

        Hotel and motel investments                         601

        Investments in undeveloped land                   1,876

        Private companies -- Various industries           1,840
                                                        ---------
        Total Other investments                          $5,008
                                                        =========

     The Company's  principal  source of cash has been from the operation of its
educational seminars and sales of related tapes, books and other materials.  The
Company  does  not  have an  established  bank  line  of  credit.  Cash  used in
operations  was $118,000 for the three months ended March 31, 2001,  as compared
to $296,000 as of March 31, 2000.  The decrease in the  Company's use of cash in
operations is primarily  attributable to lower costs and expenses related to the
generation of revenues and  management's  initiatives to promote  profitability.
Improvements  to cash  used in  operations  were  partially  offset in the first
quarter  due to  increased  expenses  associated  with  the  February  28,  2001
earthquake and flooding.  The Company  anticipates that expenses associated with
earthquake  and flooding  damage as well as attendant lost profits will continue
to adversely affect cash provided by operations in future periods. Cash provided
by investing  activities  improved by $1.1 million from  $(642,000) at March 31,
2000 to $427,000 at March 31, 2001. This  improvement is primarily  attributable
to the sale of a Company owned building in Tacoma, Washington.

     The Company  continues to focus  resources on its core and currently  owned
businesses,  the repayment of debt, and the repair of the Company's headquarters
located  in  Seattle,  Washington  that was  damaged  by recent  earthquake  and
flooding  activity.  Cash flow from operations,  which has historically been the
Company's principal source of cash for working capital,  has increased in recent
periods by $1.3  million  from  $(1.0)  million at March 31, 2000 to $312,000 at
March 31, 2001.  This increase is principally due to the sale of a Company owned
building in Tacoma, Washington and the efforts of management to reduce costs and
various  expenses.  Until  such time as  operations  can be fully  resumed,  the
Company anticipates that expenses associated with earthquake and flooding damage
as well as attendant lost profits will continue to adversely affect cash-flow in
future  periods.  Cash flow remains  insufficient  to meet all of the  Company's
operational needs.

     The Company  continues to fund existing  subsidiaries  and  investments  in
anticipation of future revenues.  The Company's practice of using available cash
to fund its subsidiaries  and  investments,  its working capital deficit and the
fact that the Company's  seminar  business has not generated cash as in the past
have  resulted  in  constraints  on  liquidity,  including  failure  to pay some
obligations  as they have  come  due.  The  Company  has in some  cases not paid
accounts payable or other obligations in a timely manner.  However,  as of March
31, 2001,  the Company had  approximately  $4.2 million in accounts  payable,  a
decrease  of  $800,000  from the $5.0  million  in  accounts  payable  due as of
December 31, 2000.



                                       11
<PAGE>

     The Company may be required to generate cash for working  capital  purposes
from its other  investments or other assets. If it seeks to do so, it may not be
able to  liquidate  investments  in a timely  manner,  or in a manner that would
allow  the  Company  to  realize  the full  value of the  investments  or assets
involved.  Failure to generate adequate cash resources for working capital could
require  the  Company  to cut back  operations,  delay or cancel  expansion  and
development  projects,  default  on  contracts,   forfeit  valuable  rights  for
non-payment  or  non-performance  and  cause  the  Company  to be unable to meet
obligations.   The  Company's  recent  year-end  financial  report  contains  an
explanatory  paragraph stating that the Company's continuing  operational losses
and capital  deficit  raise  questions  about its ability to continue as a going
concern,  and the consolidated  financial  statements do not include adjustments
that might result from the outcome of this uncertainty.

     The Company is a party to a limited number of legal  proceedings.  See Part
II, Item 1 of this report for as well as other public  documents  filed with the
Securities and Exchange Commission for a more complete description.  The Company
has not yet made an  estimate  of its  potential  exposure  in  several  pending
proceedings  and  investigations  or determined the impact of adverse results in
such  matters on its  financial  statements.*  The  outcome of these  matters is
difficult  to predict and subject to  uncertainty,  and the legal fees and other
costs involved may be material and have been higher in recent periods.*  Adverse
publicity resulting from these matters may be negatively affecting the Company's
business, and further adverse publicity could have further negative effects.* If
the  Company  were  found to be  liable in  certain  of these  proceedings,  the
liability could be material.

Results of Operations

     Three  Months  Ended March 31, 2001  Compared  with the Three  Months Ended
     March 31, 2000

     Revenue.  Revenue  from  continuing  operations  was $12.3  million for the
quarter ended March 31, 2001,  compared with $19.4 million as of March 31, 2000.
The decrease of $7.1 million is  primarily  attributable  to declines in revenue
supplied by the Company's Seminar, Product Sales, and Travel segments.

     During the first quarter of 2001,  Seminar  segment  revenues  decreased by
$5.6 million from $15.6 million in the first quarter of 2000 to $10.0 million in
2001.  This decrease was primarily  the result of the  interruption  in business
caused by earthquake and flooding incidents occurring on February 28, 2001. As a
result  of  earthquake   and  flooding   damage,   the  Company  was  forced  to
significantly limit operations during the entire month of March 2001,  including
reducing the size of the Company's over-all sales, marketing,  professional, and
administrative  staff.  Furthermore  during March 2001,  earthquake and flooding
interruption greatly hampered the Company's ability to advertise, conduct normal
vendor business relations,  provide appropriate  customer service,  and maintain
reliable internal and external  communications  systems.  While the Company took
immediate  steps to resume  partial  operations,  the Company is still not fully
functional and expects recent  flooding and  earthquake  interruption  to affect
future  periods  until  such time as  complete  repairs  can be made and  normal
operations  resumed.  Revenues from product sales decreased by $1.2 million from
$2.7  million in the first  quarter of 2000 to $1.5  million  during the quarter
ended  March 31,  2001.  The  decrease  in  Product  Sales is  primarily  due to
earthquake and flooding damage as discussed under Seminar Revenue above. Revenue
in the pager segment did not change  significantly for the comparative  quarters
ended March 31, 2000 and March 31, 2001.



                                       12
<PAGE>

     Revenue  from the  Company's  travel  segment  decreased  by $256,000  from
$685,000  during the quarter ended March 31, 2000 to $429,000 for the comparable
period of 2001.  The decrease is primarily  attributable  to an  approximate  3%
industry-wide  reduction  in travel  related  commissions.  The  Other  segment,
consisting  primarily of the Company's  real estate  development  operations and
advertising  agency,  increased by $110,000  from  $771,000 in the quarter ended
March  31,  2000  to  $881,000  during  the  comparable  period  in  2001.  This
improvement is primarily due to increased  commission  income resulting from the
Company's  greater  reliance on its  in-house  advertising  agency in the recent
period.

     Cost of  Revenue.  Cost of  revenue  decreased  by $1.5  million  from $6.4
million in the  quarter  ended  March 31,  2000 to $4.9  million as of March 31,
2001.  This decrease in cost of revenue is primarily  due to decreased  costs in
the Company's Seminar, Product Sales, and Pager Segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$1.7  million  from $5.2  million for the  quarter  ended March 31, 2000 to $3.5
million for the  comparable  quarter in 2001.  This  decrease was  primarily the
result  of  a  reduction  in  costs  related  to  the   generation  of  revenues
attributable to earthquake and flooding damage as discussed in Seminar  Revenues
above.  Cost of Product  Sales  decreased  by $600,000  from $1.4 million in the
quarter ended March 31, 2000 to $800,000 for the comparable period of 2001. This
decrease was primarily  due to the reduction in costs related to the  generation
of  revenues  attributable  to  earthquake  and  flooding  damage  (See  Seminar
Revenues).

     The cost of revenue for the Pager  services  segment  decreased  by $56,000
from  $109,000  for the quarter  ended March 31, 2000 to $53,000 for the quarter
ended March 31, 2001 primarily due to recycling of existing Pager  inventory and
greater  reliance on in-house  resources for the repair and maintenance of Pager
equipment.  The cost of revenue for Travel  Service  segment  remained  constant
between the quarter  ended March 31, 2000 and the quarter  ended March 31, 2001.
The Other  segment cost of revenue  increased by $175,000 from $476,000 at March
31,  2000 to  $642,000  for the  quarter  ended  March 31,  2001.  The  decrease
primarily  represents continued progress and development costs related to single
family residential real estate development projects in western Washington.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses for the quarter  ended March 31, 2001 were $7.7 million
compared with $12.6 million in the  comparable  period in 2000.  The decrease of
$4.9  million in such costs is primarily  due to  decreases in overall  printing
costs, professional expenses, office supply costs, accounting expenses, meal and
entertainment  expenses,  penalties  and  interest  expense,  sales tax expense,
purchases, subcontractor and equipment costs, and payroll and benefits expenses.
While over-all Selling,  general,  and administrative  expenses decreased,  this
decrease was not  proportional  to the over-all  decrease in revenues or cost of
sales. The Company  attributes the  proportionally  smaller decrease in Selling,
general, and administrative  expenses primarily  attributable to the added costs
associated with recent  flooding and earthquake  activity  including  heightened
advertising,  and to some extent higher energy prices.  The Company  anticipates
continuing earthquake and flooding related expenses in future periods as well as
repair and restoration expenses

     Operating Income.  The Company's  operating income changed by $671,000 from
$329,000 for the quarter  ended March 31, 2000  compared to  $(342,000)  for the
quarter  ended  March  31,  2001.  This  change  in  operating  income  resulted
principally  from the  Company's  Seminar,  Product  Sales,  and Other  Segments
consuming more income then they produced.



                                       13
<PAGE>

     Operating  income in the seminar segment changed by $921,000 from income of
$410,000  for the quarter  ended March 31,  2000 to  $(511,000)  for the quarter
ended March 31, 2001.  This change was primarily  attributable to added Selling,
general  and  administrative  expenses  associated  with recent  earthquake  and
flooding  damage.  Operating  income  attributable  to the Product Sales segment
decreased  by $157,000  from  $(160,000)  for the  quarter  ended March 31, 2000
compared with  $(317,000)  for the quarter ended March 31, 2001. The decrease is
primarily  attributable to added Selling,  general and  administrative  expenses
associated with recent earthquake and flooding damage.

     Operating income in the Pager segment improved by $116,000 from $106,000 in
the quarter  ended March 31,  2000 to $220,000  for the quarter  ended March 31,
2001  primarily  due to  reductions  in the costs related to the sale of pagers.
Operating income in the Travel Services segment did not change significantly for
the comparative  quarters ended March 31, 2000 and March 31, 2001. Other segment
operating income improved by $190,000 from $(11,000) for the quarter ended March
31, 2000  compared  to $179,000  for the  quarter  ended  March 31,  2001.  This
improvement is primarily due to increased  commission  income resulting from the
Company's greater reliance on its in-house advertising agency in recent periods.

     Other  Income  (Expenses).  Total other income was $463,000 for the quarter
ended March 31, 2000, compared with $(25,000) million for a comparable period in
2001.  The decrease in Other Income is  primarily  attributable  to realized and
unrealized losses in the Company's marketable securities,  and interest expense.
During the quarter ended March 31, 2001, the Company  experienced a realized and
unrealized  loss on the  trading  of  securities  in the  amount  of  $(679,000)
compared  with a gain of $217,000 in a  comparable  period of 2000.  The Company
attributes  losses on  trading  securities  to a  continuing  down  trend in the
equities  market.  The Company  records its investment in trading  securities in
accordance with Statement of Financial  Accounting Standards No. 115, Accounting
for Certain  Investments in Debt and Equity Securities,  and therefore,  adjusts
marketable  securities to market  value,  thereby  reflecting  changes in market
value through the income statement in the current period.

     Income  (loss) before income taxes for the quarter ended March 31, 2001 was
$(367,000),  compared with $792,000  million for the comparable  period in 2000.
Income taxes are based on the applicable prevailing statutory rates.

     Income Taxes. The Company's  financial  statements  reflect a provision for
income  taxes of  $(147,000)  and  $269,000  for the years  ended 2001 and 2000,
respectively,  reflecting  a loss for the Company  during  2001.  The  Company's
effective tax rates have  historically  differed from the federal statutory rate
primarily because of certain deferred  revenues,  unrealized gains and losses on
trading securities, accelerated depreciation and state taxes. As a result of the
foregoing, the Company experiences a net loss from operations of $(224,000),  in
2001, compared with a gain of $526,000 in 2000.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to changes in interest rates affecting the return on
its notes  receiveable and  investments.  In the normal course of business,  the
Company  employs  established  policies and procedures to manage its exposure to
fluctuations in interest rates.



                                       14
<PAGE>

     The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's  investments and notes  receivables.  The Company has
not used  derivative  financial  instruments  in its investment  portfolio.  The
Company  places their  investment  with  enterprises  with which it has majority
control  and thus limits the amount of credit  exposure  to any one issuer.  The
Company protects and preserves its invested funds by limited default, market and
reinvestment risk.

PART II  --  OTHER INFORMATION

Item 1. Legal Proceedings.

     The following is a description of previously unreported material threatened
or pending  legal  proceedings  and  updated  information  regarding  previously
reported  material  threatened or pending legal proceedings to which the Company
or any of its  subsidiaries  is a party or  which  any of  their  properties  is
subject as to which there were material developments during the period since the
last report:

     Resolved Stock Market Institute of Learning,  Inc. v. Preston Christiansen,
Panorama Capital,  Inc., and Bull by the Horns. On January 20, 2000, the Company
filed in United  States  District  Court for the Western  District of Washington
against the  defendants  named above.  The Company filed on the grounds that the
defendants breached non-compete and confidentiality agreements with the Company,
breached  fiduciary duties owed to the Company,  tortiously  interfered with the
business  relations,  violated  the  Uniform  Trade  Secrets Act  ("UTSA"),  and
committed  copyright  infringement  with  respect to the  Company's  proprietary
materials.  In March 2001, the Company entered into binding arbitration with the
defendants.  In April of 2001, the arbitration was concluded and pursuant to the
arbitration the Company received a damage award of $52,000.

Item 2. Changes in Securities.

     None

Item 3. Defaults Upon Senior Securities.

     None.

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

     None

Item 5. Other Information.

     Repurchase of Company Common Stock.

     On February 16, 2000,  the Board of Directors  authorized the repurchase of
up to two million shares of the Company's  common stock in the open market on or
before  December  31,  2000.  On June 8, 2000,  the  Company was  authorized  to
repurchase  up to one million  additional  shares or its common  stock  during a
period  ending  on June 8,  2001.  The  repurchase  of  Company  shares is being
conducted in  accordance  with Rule 10b-18 under the  Exchange  Act.  During the
first quarter of 2001,  the Company  repurchased  180,000 shares of stock on the
open market for total purchase price of $29,908.

     Notice of Annual Meeting of Stockholders in 2001.

     The Company has decided to hold the year 2001 Annual Stockholders'  Meeting
(the "Meeting") on July 17, 2001 in its corporate  headquarter  located at 14675
Interurban  Avenue,  Tukwila,  Washington  98168. The Meeting date, as currently
scheduled,  will be more  than 30  calendar  days  later  than  the  date of the
Company's year 2000 Annual Stockholders' Meeting.




                                       15
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits

   Exhibit No.      Description
   -----------      -----------
   2.1(5)           Stock Purchase  Agreement  dated June 30, 1998, by and among
                    the Company,  Entity Planners,  Inc., and Berry,  Childers &
                    Associates, L.L.C.


   2.2(5)           Amendment to Stock Purchase  Agreement  dated  September 30,
                    1998 by and among the  Company,  Entity  Planners  Inc.  and
                    Berry, Childers & Associates, L.L.C.


   2.3(1)           Purchase  and Sale  Agreement,  dated July 4, 1996,  between
                    United Support Association and Seller

   2.4(1)           All  Inclusive  Trust  Deed  dated  March 8,  1997,  for the
                    purchase and  assumption  of certain  real-estate  by Rising
                    Tide, LTD from East Bay Lodging Association, LTD

   2.5(2)           Share  Exchange  Agreement,  dated January 1, 1998,  between
                    Wade Cook Financial Corporation and Information Quest, Inc.

   2.6(2)           Stock  Purchase  Agreement,  dated  August 8, 1997,  between
                    Profit  Financial  Corporation  and  Curtis  A.  Taylor  and
                    Stanley J. Zenk regarding Worldwide Acquisition.

   2.7(2)           Stock Purchase Agreement, dated August 1, 1997, between Wade
                    Cook Financial Corporation and John V. Childers, Sr., Brenda
                    Childers,  Tracy Allan  Childers and John V.  Childers,  Jr.
                    regarding Ideal Acquisition.

   2.8(2)           Share  Exchange  Agreement,  dated August 15, 1997,  between
                    Profit Financial Corporation and Gold Leaf Press, Inc.

   2.9(2)           Share  Exchange  Agreement,  dated August 15, 1997,  between
                    Profit Financial Corporation and Origin Book Sales, Inc.

   2.10(3)          Assignment  and Assumption of Interest,  Consent  Agreement,
                    Memorandum of Terms re: Airport Hotel Partners, L.L.C.

   2.11(3)          Limited Liability  Company Interest  Purchase  Agreement re:
                    Woods Cross Hotel Partners, L.C. dated November 29, 1997

   2.12(3)          Limited Liability  Company Interest Purchase  Agreement with
                    exhibits re: Park City Hotel  Partners,  L.C. dated February
                    4, 1997

   2.13(3)          Memorandum of Terms,  Assignment and Assumption of Interest,
                    Warranty Deed re: Airport Lodging Associates, L.L.C.

   2.14(4)          Share  Exchange  Agreement , dated January 1, 1998,  between
                    WCFC & Quantum Marketing, Inc.

   2.15(4)          Stock  Assignment  Agreement dated January 1, 1998,  between
                    WCFC & Glendon H. Sypher

   3.1(2)           Articles of Incorporation of Wade Cook Financial Corporation

   3.2(2)           Bylaws of Wade Cook Financial Corporation

   4.1(2)           Form of  Wade  Cook  Financial  Corporation's  Common  Stock
                    Certificate

  *10.1(2)          1997 Stock Incentive Plan of Wade Cook Financial Corporation

   10.2(2)          Form of  Indemnification  Agreement  of Wade Cook  Financial
                    Corporation

   10.3(1)          Product Agreement,  dated June 25, 1997, and effective as of
                    July 1, 1997,  among Wade Cook Seminars,  Inc.,  Money Chef,
                    Inc., and Wade B. Cook

   10.4(1)          Agreement  dated February 1, 1996,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.5(1)          Amended Agreement, dated June 26, 1997, between Wade B. Cook
                    and Lighthouse Publishing Group, Inc.

   10.6(1)          Agreement  Dated  January 1, 1997,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.7(1)          Amended Agreement dated June 26, 1997,  between Wade B. Cook
                    and Lighthouse Publishing Group, Inc.



                                       16
<PAGE>

   Exhibit No.      Description
   -----------      -----------
   10.8(1)          Agreement  dated  March 1,  1997,  between  Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.9(1)          Agreement  dated  May 1,  1997,  between  Wade B.  Cook  and
                    Lighthouse Publishing Group, Inc.

  *10.10(1)         Employment  Agreement  dated June 26,  1997,  by and between
                    Wade Cook Seminars, Inc., and Wade B. Cook

   10.11(1)         Commercial  Lease dated June 25,  1997,  by and between Wade
                    Cook Seminars, Inc. and U.S.A. Corporate Services, Inc.

   10.12(1)         Agreement  dated November 1, 1996,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.13(1)         Secured Loan Agreement and Promissory Note (Secured) between
                    U.S.A., Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.14(2)         Open-Ended Product Agreement,  dated March 20, 1998, between
                    Wade Cook Financial Corporation and Wade B. Cook

   10.15(3)         Product  Agreement,  dated March 23,  1998,  between  Planet
                    Cash,  Inc.,  Steven Allyn  Wirrick and Wade Cook  Financial
                    Corporation

   10.16(3)         Stock Assignment  Agreement,  dated January 1, 1998, between
                    Get Ahead Bookstores,  Inc., Glendon H. Sypher and Wade Cook
                    Financial Corporation

   10.17(2)         Product  Agreement,  dated March 23, 1998, between Wade Cook
                    Financial  Corporation,  Information  Quest, Inc. and Thomas
                    Cloward

   10.18(2)         Share Exchange Agreement,  dated September 12, 1997, between
                    Profit Financial  Corporation and Applied Voice Recognition,
                    Inc.

   10.19(2)         Publishing  Agreement,  effective October 1, 1997 and signed
                    January 12, 1998, between Lighthouse  Publishing Group, Inc.
                    and Wade B. Cook

   10.20(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt  of  Documents,  dated May 23,  1997,
                    between  USA/Wade Cook Seminars,  Inc. and Newstart  Centre,
                    Inc.

   10.21(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt of  Documents,  dated June 20,  1997,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.22(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt of  Documents,  dated July 25,  1997,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.23(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and Receipt of  Documents,  dated August 22, 1997,
                    between Information Quest, Inc. and Newstart Centre, Inc.

   10.24(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated  October 9, 1997,
                    between Information Quest, Inc. and Newstart Centre, Inc.

   10.25(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated  October 9, 1997,
                    between Left Coast  Advertising,  Inc. and Newstart  Centre,
                    Inc.

   10.26(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery  and Receipt of  Documents  dated  August 19, 1997,
                    between Left Coast  Advertising,  Inc. and Newstart  Centre,
                    Inc.



                                       17
<PAGE>

   Exhibit No.      Description
   -----------      -----------
   10.27(3)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated January 20, 1998,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.28(2)         Secured  Promissory Note, dated July 31, 1997,  between Wade
                    Cook Seminars, Inc. and Robert and Meda Hondel

   10.29(3)         Secured  Promissory Note, dated June 18, 1997,  between Paul
                    and Laurie Cook and Wade Cook Seminars, Inc.

   10.30(3)         Secured Promissory Note, dated January 1, 1998, between Paul
                    and Laurie Cook and Wade Cook Seminars, Inc.

   10.31(3)         Warranty Deed, Articles of Organization re: Red Rock Lodging
                    Associates

   10.32(4)         Contract for Sale of Real Estate  dated  January 20, 1998 by
                    and between Ideal Travel  Concepts,  Inc. and/or assigns and
                    Kenneth B. Lenoir

   10.33(5)         Exclusive  Product License  Agreement dated June 30, 1998 by
                    and between Wade B. Cook, and Entity Planners, Inc.

   10.34(5)         Exclusive  Product License  Agreement dated June 30, 1998 by
                    and  between  Wade Cook  Financial  Corporation,  and Entity
                    Planners, Inc.

   10.35(5)         Open Ended  Product  Agreement  between the Company and Wade
                    Cook dated March 20, 1998

   10.36(5)         Amendment to the Open Ended Product Agreement dated November
                    13, 1998 by and between the Company and Wade Cook

   10.37(6)         Assignment  and Assumption of Interest dated August 22, 1996
                    by  and  between  Zion's  Management  and  Development  Co.,
                    Airport Lodging Associates L.C. and Wade Cook Seminars, Inc.

   10.38(6)         Real Estate  Purchase  Contract  dated  August 22, 1997 (St.
                    George Hilton)

   10.39(6)         Addendum No. 1/Counteroffer to Real Estate Purchase Contract
                    dated August 1997 (St. George Hilton

   10.40(6)         Real Estate  Lease dated July 16, 1998  between  Origin Book
                    Sales, Inc. and California Avenue Associates, LLC.

   10.41(6)         Form of Speaker Agreement

   10.42(6)         Agreement  dated December 11, 1998 between THH Ventures L.C.
                    and the Company

   10.43(7)         Assignment  Agreement dated December 15, 1999 by and between
                    Wade Cook  Financial  Corporation  and Never Ending  Wealth,
                    L.P.

   10.44(7)         Purchase  and Sale  Agreement  for  Hotel  Properties  dated
                    December  1999 by and between  Bountiful  Investment  Group,
                    Inc. and Eagle Rock Finance, L.C.

   10.45(7)         Promissory Note dated December 20, 2000 made by Stock Market
                    Institute of Learning,  Inc. in favor of Sun Life  Assurance
                    Company of Canada



                                       18
<PAGE>

   Exhibit No.      Description
   -----------      -----------
   10.46(7)         Promissory  Note dated June 1999 made by Quantum  Marketing,
                    Inc. in favor of Habib American Bank

   10.47(8)         Promissory Note in favor of Never Ending Wealth,  L.P. dated
                    September 30, 2000

   10.48*           Employment  Agreement  dated  June 30,  2000  Wade B. Cook,
                    individual and  Wade Cook Financial Corporation

   10.49*           Employment  Agreement  dated November 11, 2000 Wade B. Cook,
                    president of Wade Cook Financial Corp and Cynthia C. Britten
                    CPA.

   10.50            Sublease  dated  September 2000 between  Papercraft,  LLC, a
                    Delaware limited liability company  ("Sublessor"),  and Wade
                    Cook Financial Corp. (WCFC) dba Quantum Marketing

   10.51            Third Amendment to Open-Ended  Product Agreement dated March
                    15, 2000 between Wade Cook Financial Corporation and Wade B.
                    Cook

   16.1(9)          Letter re: Change in Certifying Accountant

   99.1(8)          Consent  Decree  between the Federal  Trade  Commission,  as
                    plaintiff,  and the Company, as defendant,  entered with the
                    U.S.  District  Court,  Western  District of  Washington  on
                    October 13, 2000.  (Confidential  treatment has been granted
                    as to certain  portions of this  exhibit.  Omitted  portions
                    have been filed  separately with the Securities and Exchange
                    Commission.)

---------------
(*)  This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000


     (b) Reports on Form 8-K

     On March 9, 2001,  the Company  filed a Form 8-K reporting  earthquake  and
flooding damage.





                                       19
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly caused this Form 10-Q,  period  ending March 31, 2001 to be
signed on its behalf by the undersigned duly authorized.


                                  WADE COOK FINANCIAL CORPORATION



May 15, 2001                      /s/ Wade B. Cook
                                  --------------------------------------------
                                  Wade B. Cook, Chief Executive Officer


May 15, 2001                      /s/ Cynthia Britten
                                  --------------------------------------------
                                  Cynthia C. Britten, Chief Financial Officer,
                                  Chief Accounting Officer










                                       20



<PAGE>

                                 EXHIBIT INDEX

   Exhibit No.      Description
   -----------      -----------
   2.1(5)           Stock Purchase  Agreement  dated June 30, 1998, by and among
                    the Company,  Entity Planners,  Inc., and Berry,  Childers &
                    Associates, L.L.C.


   2.2(5)           Amendment to Stock Purchase  Agreement  dated  September 30,
                    1998 by and among the  Company,  Entity  Planners  Inc.  and
                    Berry, Childers & Associates, L.L.C.


   2.3(1)           Purchase  and Sale  Agreement,  dated July 4, 1996,  between
                    United Support Association and Seller

   2.4(1)           All  Inclusive  Trust  Deed  dated  March 8,  1997,  for the
                    purchase and  assumption  of certain  real-estate  by Rising
                    Tide, LTD from East Bay Lodging Association, LTD

   2.5(2)           Share  Exchange  Agreement,  dated January 1, 1998,  between
                    Wade Cook Financial Corporation and Information Quest, Inc.

   2.6(2)           Stock  Purchase  Agreement,  dated  August 8, 1997,  between
                    Profit  Financial  Corporation  and  Curtis  A.  Taylor  and
                    Stanley J. Zenk regarding Worldwide Acquisition.

   2.7(2)           Stock Purchase Agreement, dated August 1, 1997, between Wade
                    Cook Financial Corporation and John V. Childers, Sr., Brenda
                    Childers,  Tracy Allan  Childers and John V.  Childers,  Jr.
                    regarding Ideal Acquisition.

   2.8(2)           Share  Exchange  Agreement,  dated August 15, 1997,  between
                    Profit Financial Corporation and Gold Leaf Press, Inc.

   2.9(2)           Share  Exchange  Agreement,  dated August 15, 1997,  between
                    Profit Financial Corporation and Origin Book Sales, Inc.

   2.10(3)          Assignment  and Assumption of Interest,  Consent  Agreement,
                    Memorandum of Terms re: Airport Hotel Partners, L.L.C.

   2.11(3)          Limited Liability  Company Interest  Purchase  Agreement re:
                    Woods Cross Hotel Partners, L.C. dated November 29, 1997

   2.12(3)          Limited Liability  Company Interest Purchase  Agreement with
                    exhibits re: Park City Hotel  Partners,  L.C. dated February
                    4, 1997

   2.13(3)          Memorandum of Terms,  Assignment and Assumption of Interest,
                    Warranty Deed re: Airport Lodging Associates, L.L.C.

   2.14(4)          Share  Exchange  Agreement , dated January 1, 1998,  between
                    WCFC & Quantum Marketing, Inc.

   2.15(4)          Stock  Assignment  Agreement dated January 1, 1998,  between
                    WCFC & Glendon H. Sypher

   3.1(2)           Articles of Incorporation of Wade Cook Financial Corporation

   3.2(2)           Bylaws of Wade Cook Financial Corporation

   4.1(2)           Form of  Wade  Cook  Financial  Corporation's  Common  Stock
                    Certificate

  *10.1(2)          1997 Stock Incentive Plan of Wade Cook Financial Corporation

   10.2(2)          Form of  Indemnification  Agreement  of Wade Cook  Financial
                    Corporation



<PAGE>
   Exhibit No.      Description
   -----------      -----------
   10.3(1)          Product Agreement,  dated June 25, 1997, and effective as of
                    July 1, 1997,  among Wade Cook Seminars,  Inc.,  Money Chef,
                    Inc., and Wade B. Cook

   10.4(1)          Agreement  dated February 1, 1996,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.5(1)          Amended Agreement, dated June 26, 1997, between Wade B. Cook
                    and Lighthouse Publishing Group, Inc.

   10.6(1)          Agreement  Dated  January 1, 1997,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.7(1)          Amended Agreement dated June 26, 1997,  between Wade B. Cook
                    and Lighthouse Publishing Group, Inc.

   10.8(1)          Agreement  dated  March 1,  1997,  between  Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.9(1)          Agreement  dated  May 1,  1997,  between  Wade B.  Cook  and
                    Lighthouse Publishing Group, Inc.

  *10.10(1)         Employment  Agreement  dated June 26,  1997,  by and between
                    Wade Cook Seminars, Inc., and Wade B. Cook

   10.11(1)         Commercial  Lease dated June 25,  1997,  by and between Wade
                    Cook Seminars, Inc. and U.S.A. Corporate Services, Inc.

   10.12(1)         Agreement  dated November 1, 1996,  between Wade B. Cook and
                    Lighthouse Publishing Group, Inc.

   10.13(1)         Secured Loan Agreement and Promissory Note (Secured) between
                    U.S.A., Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.14(2)         Open-Ended Product Agreement,  dated March 20, 1998, between
                    Wade Cook Financial Corporation and Wade B. Cook

   10.15(3)         Product  Agreement,  dated March 23,  1998,  between  Planet
                    Cash,  Inc.,  Steven Allyn  Wirrick and Wade Cook  Financial
                    Corporation

   10.16(3)         Stock Assignment  Agreement,  dated January 1, 1998, between
                    Get Ahead Bookstores,  Inc., Glendon H. Sypher and Wade Cook
                    Financial Corporation

   10.17(2)         Product  Agreement,  dated March 23, 1998, between Wade Cook
                    Financial  Corporation,  Information  Quest, Inc. and Thomas
                    Cloward

   10.18(2)         Share Exchange Agreement,  dated September 12, 1997, between
                    Profit Financial  Corporation and Applied Voice Recognition,
                    Inc.

   10.19(2)         Publishing  Agreement,  effective October 1, 1997 and signed
                    January 12, 1998, between Lighthouse  Publishing Group, Inc.
                    and Wade B. Cook

   10.20(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt  of  Documents,  dated May 23,  1997,
                    between  USA/Wade Cook Seminars,  Inc. and Newstart  Centre,
                    Inc.

   10.21(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt of  Documents,  dated June 20,  1997,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.22(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and  Receipt of  Documents,  dated July 25,  1997,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.23(2)         Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and Receipt of  Documents,  dated August 22, 1997,
                    between Information Quest, Inc. and Newstart Centre, Inc.



<PAGE>

   Exhibit No.      Description
   -----------      -----------
   10.24(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated  October 9, 1997,
                    between Information Quest, Inc. and Newstart Centre, Inc.

   10.25(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated  October 9, 1997,
                    between Left Coast  Advertising,  Inc. and Newstart  Centre,
                    Inc.

   10.26(2)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery  and Receipt of  Documents  dated  August 19, 1997,
                    between Left Coast  Advertising,  Inc. and Newstart  Centre,
                    Inc.

   10.27(3)         Secured Loan  Agreement,  Promissory Note and Certificate of
                    Delivery and Receipt of  Documents,  dated January 20, 1998,
                    between Wade Cook Seminars, Inc. and Newstart Centre, Inc.

   10.28(2)         Secured  Promissory Note, dated July 31, 1997,  between Wade
                    Cook Seminars, Inc. and Robert and Meda Hondel

   10.29(3)         Secured  Promissory Note, dated June 18, 1997,  between Paul
                    and Laurie Cook and Wade Cook Seminars, Inc.

   10.30(3)         Secured Promissory Note, dated January 1, 1998, between Paul
                    and Laurie Cook and Wade Cook Seminars, Inc.

   10.31(3)         Warranty Deed, Articles of Organization re: Red Rock Lodging
                    Associates

   10.32(4)         Contract for Sale of Real Estate  dated  January 20, 1998 by
                    and between Ideal Travel  Concepts,  Inc. and/or assigns and
                    Kenneth B. Lenoir

   10.33(5)         Exclusive  Product License  Agreement dated June 30, 1998 by
                    and between Wade B. Cook, and Entity Planners, Inc.

   10.34(5)         Exclusive  Product License  Agreement dated June 30, 1998 by
                    and  between  Wade Cook  Financial  Corporation,  and Entity
                    Planners, Inc.

   10.35(5)         Open Ended  Product  Agreement  between the Company and Wade
                    Cook dated March 20, 1998

   10.36(5)         Amendment to the Open Ended Product Agreement dated November
                    13, 1998 by and between the Company and Wade Cook

   10.37(6)         Assignment  and Assumption of Interest dated August 22, 1996
                    by  and  between  Zion's  Management  and  Development  Co.,
                    Airport Lodging Associates L.C. and Wade Cook Seminars, Inc.

   10.38(6)         Real Estate  Purchase  Contract  dated  August 22, 1997 (St.
                    George Hilton)

   10.39(6)         Addendum No. 1/Counteroffer to Real Estate Purchase Contract
                    dated August 1997 (St. George Hilton

   10.40(6)         Real Estate  Lease dated July 16, 1998  between  Origin Book
                    Sales, Inc. and California Avenue Associates, LLC.

   10.41(6)         Form of Speaker Agreement

   10.42(6)         Agreement  dated December 11, 1998 between THH Ventures L.C.
                    and the Company

   10.43(7)         Assignment  Agreement dated December 15, 1999 by and between
                    Wade Cook  Financial  Corporation  and Never Ending  Wealth,
                    L.P.



<PAGE>

   Exhibit No.      Description
   -----------      -----------
   10.44(7)         Purchase  and Sale  Agreement  for  Hotel  Properties  dated
                    December  1999 by and between  Bountiful  Investment  Group,
                    Inc. and Eagle Rock Finance, L.C.

   10.45(7)         Promissory Note dated December 20, 2000 made by Stock Market
                    Institute of Learning,  Inc. in favor of Sun Life  Assurance
                    Company of Canada

   10.46(7)         Promissory  Note dated June 1999 made by Quantum  Marketing,
                    Inc. in favor of Habib American Bank

   10.47(8)         Promissory Note in favor of Never Ending Wealth,  L.P. dated
                    September 30, 2000

   10.48*           Employment  Agreement  dated  June 30,  2000  Wade B. Cook,
                    individual and  Wade Cook Financial Corporation

   10.49*           Employment  Agreement  dated November 11, 2000 Wade B. Cook,
                    president of Wade Cook Financial Corp and Cynthia C. Britten
                    CPA.

   10.50            Sublease  dated  September 2000 between  Papercraft,  LLC, a
                    Delaware limited liability company  ("Sublessor"),  and Wade
                    Cook Financial Corp. (WCFC) dba Quantum Marketing

   10.51            Third Amendment to Open-Ended  Product Agreement dated March
                    15, 2000 between Wade Cook Financial Corporation and Wade B.
                    Cook

   16.1(9)          Letter re: Change in Certifying Accountant

   99.1(8)          Consent  Decree  between the Federal  Trade  Commission,  as
                    plaintiff,  and the Company, as defendant,  entered with the
                    U.S.  District  Court,  Western  District of  Washington  on
                    October 13, 2000.  (Confidential  treatment has been granted
                    as to certain  portions of this  exhibit.  Omitted  portions
                    have been filed  separately with the Securities and Exchange
                    Commission.)

---------------
(*)  This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000