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 June 30, 1999

                                       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,  $0.01 par
value, as of June 30, 1999 was 64,123,548 shares.


<PAGE>



                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

<TABLE>

                                                                                                      Page
                                                                                                      ----
<S>                                                                                                     <C>
PART I -- FINANCIAL INFORMATION..........................................................................3


Item 1: Financial Statements.............................................................................3


Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations..........12


Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................19


PART II -- OTHER INFORMATION............................................................................20


Item 1.  Legal Proceedings..............................................................................20


Item 2.  Changes in Securities..........................................................................21


Item 3.  Defaults Upon Senior Securities................................................................22


Item 4.  Submission of Matters to a Vote of Security Holders............................................22


Item 5.  Other Information..............................................................................23


Item 6.  Exhibits and Reports on Form 8-K...............................................................24


</TABLE>








                                       2
<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements


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


<TABLE>

(in thousands)                                                June 30, 1999      December 31, 1998
                                                            ----------------     -----------------
<S>                                                              <C>                  <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                    $    1,793           $   1,742
    Marketable securities                                             4,550               2,870
    Receivables, trade                                                3,197               3,112
    Inventory                                                         2,801               3,743
    Receivables, related parties                                        123                 177
    Prepaid                                                             219                 354
                                                            ----------------     -----------------
  Total current assets                                               12,683              11,998
                                                            ----------------     -----------------
  Property, plant and equipment, net of depreciation                 27,681              29,204
                                                            ----------------     -----------------
  Goodwill, net of amortization                                       3,013               3,061
                                                            ----------------     -----------------
  Other assets:
  Non-marketable investments                                          8,418               9,494
  Other investments                                                     265                 255
  Deposits                                                              223                 151
  Notes receivables - employees                                       2,778               2,920
  Receivable, related                                                 1,174               1,617
  Other receivables                                                     521                   -
                                                            ----------------     -----------------
  Total other assets                                                 13,379              14,437
                                                            ----------------     -----------------
Total assets                                                      $  56,756            $ 58,700
                                                            ================     =================
</TABLE>




                                       3
<PAGE>


<TABLE>


(in thousands)                                                June 30, 1999      December 31, 1998
                                                            ----------------     -----------------
<S>                                                              <C>                  <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                3,359                  4,667
    Accounts payable and accrued expenses                            8,551                  9,198
    Margin loans in investment accounts                                448                    146
    Payroll and other accrued taxes                                    248                    163
    Accrued income taxes                                             4,777                  4,969
    Deferred tax liability                                             642                    642
    Deferred revenue                                                 5,635                  5,662
    Payables, related parties                                        2,943                  3,109
    Notes payable to officers                                           45                     45
                                                            ---------------     ------------------
  Total current liabilities                                         26,648                 28,601
Long-term debt                                                       8,427                  9,474
                                                            ---------------     ------------------
Total liabilities                                                   35,075                 38,075
                                                            ---------------     ------------------
Minority interest                                                      917                    936
                                                            ---------------     ------------------
Shareholders' Equity
    Preferred stock                                                      -                      -
    Common stock                                                       644                    644
    Paid-in capital                                                  4,095                  4,095
    Prepaid advertising                                               (500)                  (500)
    Retained earnings                                               17,102                 15,987
                                                            ---------------     ------------------
                                                                    21,341                 20,226

  Less: common stock in treasury at cost:                             (577)                  (537)
                                                            ---------------     ------------------
Total shareholders' equity                                          20,764                 19,689
                                                            ---------------     ------------------
Total liabilities, minority interest, and stockholders'
  Equity                                                          $ 56,756               $ 58,700
                                                            ===============     ==================


</TABLE>




                                       4
<PAGE>


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

<TABLE>

                                               For the Three Months Ended               For the Six Months Ended
                                          -------------------------------------    -----------------------------------
(in thousands, except per share data)       June 30, 1999        June 30, 1998       June 30, 1999       June 30, 1998
                                          ----------------    -----------------    ---------------     ---------------
<S>                                               <C>                  <C>                <C>                 <C>
Revenue, net of returns and discounts           $  24,841            $  24,872          $  52,048           $  56,725
                                          ----------------    -----------------    ---------------     ---------------
Costs and expenses:
  Cost of revenue                                  11,546                9,474             23,667              22,264
  Selling, general and administrative              14,614               15,129             29,673              32,332
                                          ----------------    -----------------    ---------------     ---------------
Total operating costs                              26,160               24,603             53,340              54,596
                                          ----------------    -----------------    ---------------     ---------------
Income (loss) from operations                      (1,319)                 269             (1,292)              2,129
                                          ----------------    -----------------    ---------------     ---------------
Other income (expense):
  Interest and dividends                               52                  175                126                 175
  Gain (loss) on trading securities                   669                  (53)             1,154                 804
  Gain (loss) on non-marketable
    securities                                         69                    -                 69                   -
  Interest expense                                      -                 (364)               (62)               (500)
  Undistributed income (loss) from
    Hotel                                               -                 (252)                 -                (252)
  Other                                               950                   71              1,693                 197
                                          ----------------    -----------------    ---------------     ---------------
Total other income (expenses)                       1,740                 (423)             2,980                 424
                                          ----------------    -----------------    ---------------     ---------------
Income (loss) before income taxes                     421                 (154)             1,688               2,553
                                          ----------------    -----------------    ---------------     ---------------
Provision for income taxes (tax                       165                  (54)               609                 894
benefits)

Minority Interest                                      33                    -                 36                   -
                                          ----------------    -----------------    ---------------     ---------------
Income from continuing operations               $     289            $    (100)         $   1,115           $   1,659
                                          ----------------    -----------------    ---------------     ---------------
Discontinued operations:
Income from operations of Entity
Planners, Inc. to be disposed of (net
of income taxes of $183 in 1998)                        -                  244                  -                 584

Operating income of Entity Planners,
Inc. during phase-out period                            -                   15                  -                  15
                                          ----------------    -----------------    ---------------     ---------------
                                                        -                  259                  -                 599
                                          ----------------    -----------------    ---------------     ---------------
Net income (loss)                               $     289            $     159          $   1,115           $   2,258
                                          ================    =================    ===============     ===============

Earnings per share
  Income from continuing operations             $    0.01            $       -          $    0.02           $    0.03
  Income from discontinuing operations                  -                    -                  -                0.01
  Income during phase-out period                        -                    -                  -                   -
                                          ----------------    -----------------    ---------------     ---------------
Net income                                      $    0.01            $       -          $    0.02           $    0.04
                                          ================    =================    ===============     ===============
Weighted average number of shares                  64,064               64,257             64,064              64,257

</TABLE>





                                       5
<PAGE>



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

<TABLE>


                                                                             Six Months Ended
                                                              -------------------------------------------
(in thousands)                                                    June 30, 1999           June 30, 1998
                                                              --------------------     ------------------

<S>                                                                 <C>                      <C>
Cash provided by (used in) operations                               $   (150)               $   5,827


 Cash provided by (used in) investing activities                       1,862                   (4,320)


Cash used in financing activities:
     Net payments                                                     (1,661)                  (1,073)

                                                              --------------------     ------------------
Net increase in cash                                                $     51                $     434
                                                              ====================     ==================

</TABLE>










                                       6
<PAGE>


                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                  June 30, 1999



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 June 30, 1999 are not  necessarily  indicative of
     the results that may be expected for the year ending December 31, 1999. 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, 1998.

     Certain  items in the 1998  consolidated  financial  statements  have  been
     reclassified to comply with the condensed  consolidated financial statement
     presentation for 1999.

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

     On June 30,  1998,  the  Company  sold the stock of Entity  Planners,  Inc.
     (EPI), a wholly owned subsidiary of Wade Cook Financial Corporation (WCFC),
     which owns a five year licensing agreement with WCFC enabling it to provide
     entity  structuring  services  relating  to the topic of asset  protection,
     estate  planning  and  tax  minimization.  EPI was  sold to a newly  formed
     company by principals  who have been involved in the  production,  selling,
     and  marketing of products  and seminars for the Company.  The stock of EPI
     was sold for $250,000.

4.   Licensing Agreement

     With the sale of EPI,  the  licensing  agreement  between  WCFC and EPI was
     transferred to the new owners.  EPI was  subsequently  sold to the Anderson
     Law Group, P.C. (ALG). The Company has entered into a temporary arrangement
     with the ALG,  which  provides  for the  payment of  marketing  fees to the
     Company by ALG in an amount equal to 35% of EPI's gross sales.




                                       7
<PAGE>


5.   Contingencies

     The Company is subject to various legal proceedings and claims,  which were
     discussed  in detail in the 1998 Form 10K.  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 any 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 operating  segments,  based
     on the  approach  that  management  utilizes to organize  the  segments for
     management reporting and decision making.

     The Company  operates  through six  business  segments:  seminars,  product
     sales,  hotels,  pager services,  travel  services,  and other. The seminar
     segment conducts educational  investment and business seminars. The product
     sales segment  includes the publishing  and  distribution  of books,  video
     tapes,  audio  tapes,  and  written  materials  designed  to teach  various
     investment  and cash flow  strategies  for  investing in the stock  market,
     asset protection and asset accumulation techniques or strategies. The hotel
     segment  includes the  ownership of operating  hotels.  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,  interests  in real
     estate ventures, and an inter-company advertising agency.

     Information  on the  Company's  business  segments for the six months ended
     June 30,

<TABLE>

     (in thousands)                                    1999                    1998                  1997
                                                  ---------------      -----------------     ----------------
<S>                                                   <C>                   <C>                   <C>
     Net revenues and sales
          Seminars                                    $   34,842            $  39,517             $  35,371
          Product sales                                   12,797               12,887                10,962
          Hotels                                           1,813                  881                     -
          Pager service                                      961                2,086                     -
          Travel service                                   1,262                1,300                     -
          Other                                            3,076                5,303                   895
          Less: inter-company sales                       (2,703)              (5,249)               (2,191)
                                                  ===============      =================     ================
                                                      $   52,048            $  56,725             $  45,037
                                                  ===============      =================     ================
</TABLE>





                                       8
<PAGE>


<TABLE>

     (in thousands)                                    1999                    1998                  1997
                                                  ---------------      -----------------     ----------------
<S>                                                   <C>                   <C>                   <C>
     Cost of sales
          Seminars                                  $   14,349            $  14,768             $  13,492
          Product sales                                  6,823                4,724                 4,179
          Hotels                                           707                  426                     -
          Pager service                                     90                  480                     -
          Travel service                                    15                   33                     -
          Other                                          2,084                4,329                   626
          Less: inter-company sales                       (401)              (2,496)
                                                  ---------------      -----------------     ----------------
                                                    $   23,667            $  22,264             $  18,297
                                                  ===============      =================     ================
     Operating income
          Seminars                                  $       (3)           $     660             $   6,676
          Product sales                                   (496)                 204                 2,209
          Hotels                                          (473)                 (16)                    -
          Pager service                                    648                1,508                     -
          Travel service                                   175                  259                     -
          Other                                           (603)                 153                   267
          Less: inter-company sales                       (540)                (639)                 (534)
                                                  ---------------      -----------------     ----------------
                                                    $   (1,292)           $   2,129             $   8,618
                                                  ===============      =================     ================
     Identifiable assets
          Seminars                                  $        -            $       -             $       -
          Product sales                                  3,276                3,254                 1,896
          Hotels                                        13,767                9,301                     -
          Pager service                                  1,610                  996                     -
          Travel service                                    41                    9                     -
          Other                                          1,609                1,148                     -
                                                  ---------------      -----------------     ----------------
     Segmented assets                                   20,303               14,708                 1,896
     Corporate assets                                   11,724                9,939                10,952
                                                  ---------------      -----------------     ----------------
          Total identifiable assets                 $   32,027            $  24,647             $  12,848
                                                  ---------------      -----------------     ----------------

</TABLE>



                                       9
<PAGE>



<TABLE>


     (in thousands)                                    1999                    1998                  1997
                                                  ---------------      -----------------     ----------------
<S>                                                   <C>                   <C>                   <C>
     Accumulated depreciation and
       Amortization
          Seminars                                  $        -            $       -             $       -
          Product sales                                    975                  691                     -
          Hotels                                           432                    -                     -
          Pager service                                    169                    -                     -
          Travel service                                     2                    -                     -
          Other                                            107                   13                     -
                                                  ---------------      -----------------     ----------------
     Segmented asset depreciation and
       Amortization                                      1,685                  704                     -
     Corporate asset depreciation and
       Amortization                                      2,661                1,597                     -
                                                  ---------------      -----------------     ----------------
     Total accumulated depreciation and
       Amortization                                      4,346                2,301                     -
                                                  ---------------      -----------------     ----------------
     Net identifiable assets                        $   27,681            $  22,346             $  12,848
                                                  ===============      =================     ================


     Capital Expenditures
          Seminars                                  $        -            $       -
          Product sales                                      -                    -
          Hotels                                           283               11,919
          Pager service                                      -                    -
          Travel service                                     -
                                                  ---------------      -----------------     ----------------
     Total segment expenditure
                                                           283               11,919
     Corporate expenditures (sales)                        253                    -
                                                  ---------------      -----------------     ----------------
     Total capital expenditures                     $      536           $   11,919
                                                  ===============      =================     ================

</TABLE>




                                       10
<PAGE>


<TABLE>

         Information on the Company's business segments for the three months ended June 30,


     (in thousands)                                    1999                    1998                 1997
                                                  ----------------      -----------------     --------------
<S>                                                   <C>                   <C>                   <C>
     Net revenues and sales
          Seminars                                    $   16,562           $ 16,069             $  20,873
          Product sales                                    5,783              6,247                 6,931
          Hotels                                             992                763                     -
          Pager service                                      353              1,334                     -
          Travel service                                     710                598                     -
          Other                                            1,621              1,967                   836
          Less: inter-company sales                       (1,180)            (2,106)               (2,191)
                                                  ----------------      -----------------     --------------
                                                      $   24,841          $  24,872             $  26,449
                                                  ================      =================     ==============

     Cost of sales
          Seminars                                       $ 7,145           $  5,314              $  7,692
          Product sales                                    3,062              2,731                 2,463
          Hotels                                             396                379                     -
          Pager service                                       26                240                     -
          Travel service                                      15                 33                     -
          Other                                            1,095              1,784                   592
          Less: inter-company sales                         (193)            (1,007)                    -
                                                  ----------------      -----------------     --------------
                                                      $   11,546           $  9,474             $  10,747
                                                  ================      =================     ==============

     Operating income
          Seminars                                    $     (527)          $     66             $   4,929
          Product sales                                     (432)                27                 1,762
          Hotels                                            (184)                (3)                    -
          Pager service                                      171                345                     -
          Travel service                                     102                 11                     -
          Other                                             (361)              (177)                  183
          Less: inter-company sales                          (88)                 -                     -
                                                  ----------------      -----------------     --------------
                                                          (1,319)          $    269             $   6,874
                                                  ================      =================     ==============
</TABLE>


7.   Reclassification

     Certain amounts in the condensed  consolidated financial statements for the
     three and six months ended March 31, 1998 and June 30, 1998,  respectively,
     have been reclassified to conform to the 1999 presentation.





                                       11
<PAGE>


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

     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,"  "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 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,  the effect that recent volatility in the
stock market and world economic conditions may have on the interest of customers
in the  Company's  seminars,  products  and services  and on the  Company's  own
investments,  the Company's ability to manage its growth and to integrate recent
acquisitions,  fluctuations  in the commercial  real estate  market,  failure of
recently  acquired  hotel  properties  to perform as expected,  the  significant
contribution  to and influence on the management of the Company by Mr. Cook, the
possibility  of  adverse  outcomes  in  pending  or  threatened  litigation  and
government investigations involving the Company, the possible effects of adverse
publicity arising from government investigations on the interest of customers in
the Company's financial education services and products, consequences associated
with the Company's failure to pay state and federal income tax when due, lack of
liquidity  in  the  Company's  investments,   the  ability  of  the  Company  to
successfully  remediate  its year 2000 issues and other risks and  uncertainties
discussed  herein and those  detailed  in the  Company's  other  Securities  and
Exchange Commission filings,  including the Company's Annual Report on Form 10-K
for the fiscal year ended  December 31, 1998.  Investors  are  cautioned  not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  as  of  the  date  hereof.  The  Company  undertakes  no
obligation   to  publicly   release  the  results  of  any   revision  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated  events. 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 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,  Wade Cook Seminars,  Inc.  ("WCSI"),  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.  This core business is complemented
by bookstores that focus on financial education,  a financial  information pager
service and a subscription-based web site that provides stock market information
and that  illustrates  the  strategies  taught  in the  Company's  seminars  and
publications.






                                       12
<PAGE>


     WCSI hosts the Wealth  Information  Network  ("WIN"),  an Internet web site
that allows subscribers to log on for 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.

     In 1997, the Company acquired Ideal Travel  Concepts,  Inc., which provides
travel agent services and also markets  services to travel  agents.  Also during
1997, the Company expanded its publishing activities by acquiring two publishing
companies and one book distribution business.

     In 1998, the Company began operating Get Ahead Bookstores Inc. (bookstores)
and Information Quest, Inc. (a distributor of paging devices that transmit stock
market data) and Quantum  Marketing,  Inc. (local sales and marketing  offices).
Also in 1998,  the  Company  disposed  of the  business  Entity  Planners,  Inc.
("EPI"), an entity formation  business.  In connection with the sale of EPI, the
Company  granted a license to the purchasers of EPI to use certain  intellectual
property.  The  Company  understands  that  EPI has  recently  been  sold to the
Anderson Law Group,  P.C.  ("ALG") and has temporarily  entered into a marketing
agreement with ALG which provides for a monthly payment to the Company by ALG of
an amount equal to 35% of EPI's gross monthly sales. The marketing agreement may
be canceled at any time. The Company accounts for EPI as a discontinued business
operation.

     In 1998 the Company  also  acquired  100% of Best Western  McCarran  House,
located in Sparks, Nevada, 100% interest in the Four Points by Sheraton Hotel in
St.  George,  Utah,  and 75% ownership in Airport  Lodging  Association  Limited
Partnership, which is located in Salt Lake City, Utah.

     The  investments  in hotel  and  other  projects  outside  the  traditional
business  of WCSI have  reduced  profits in recent  periods.  In  addition,  the
profitability  of WCSI  has  been  lower  in  recent  periods  than in  previous
comparable  periods.  The Company believes that negative publicity  generated by
government  investigations may be negatively  affecting its financial  education
business.   The  Company  cannot  predict  the  effect  that  continued  adverse
publicity, world economic conditions or stock market volatility will have on the
interest of investors  in the seminars and other  products and services of WCSI,
or on WCSI's  revenue or profits.  There can be no assurance  that the Company's
operations will be profitable in the future.

     In  addition  to its core  businesses,  the  Company  has made a variety of
investments  in real estate,  hotels,  oil and gas  projects,  and other venture
capital limited partnerships and private companies and in marketable securities.
In 1997, the Company formed Bountiful Investment Group to manage its real estate
and hotel  investments and embarked on a strategy of acquiring  larger stakes in
hotel  projects.  Pursuant to this strategy,  in 1998, the Company  acquired the
Best Western McCarran House hotel, located in Sparks, Nevada and the Four Points
by Sheraton hotel in St. George, Utah and increased its ownership  percentage in
the Airport  Lodging  Limited  Partnership  to 75% in exchange for  interests in
other hotel  properties  held by the Company.  The financial  results of each of
these properties are consolidated in the Company's financial statements from the
date the majority ownership was acquired.  The Company's hotels required greater
than  anticipated  renovation  and  upgrading  to secure  favorable  hotel chain
affiliations and have not performed as well as the Company  anticipated prior to
their  acquisition.  The hotels  experienced losses in 1998 and during the first
six months of 1999,  and it is uncertain  whether they will be profitable in the
future.  The Company may maintain its current  investments in hotel  properties,
but does not have any current plans to acquire  additional  hotel  properties in
the near future.*

Liquidity and Capital Resources

     At June 30, 1999, the Company had current assets and current liabilities in
the amounts of $12.7 and $26.6  million,  respectively,  resulting  in a working
capital  deficit of $13.9 million.  The working  capital deficit at December 31,
1998 was $16.6  million.  Current  liabilities  at June 30,  1999  include  $5.6
million 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 web-site.  Current liabilities at June 30, 1999
also includes $4.8 million in taxes payable,  which are delinquent payments owed
on 1998 state and  federal  income  taxes and 1997  federal  income  taxes.  The
Company has not made estimated tax




                                       13
<PAGE>


payments  with  respect to 1999 income  taxes.  The accrued  liabilities  do not
include penalties, which may be material.

     At June 30, 1999, the Company had payables to related parties in the amount
$2.9 million, which primarily represents royalties owed to Mr. Wade B. Cook.

     The market value of the Company's marketable securities increased from $2.9
million at December 31, 1998 to $4.6 million at June 30, 1999,  due primarily to
the  reinvestment  of  proceeds  from sales of  non-marketable  investments  and
unrealized gains on marketable securities. Inventory decreased from $3.7 million
at December 31, 1998 to $2.8  million at June 30, 1999  primarily as a result of
the implementation of inventory controls  eliminating excess inventory.  At June
30, 1999 the Company also had receivables  from related parties in the amount of
$123,000  consisting  primarily of term loans to employees  and  directors,  the
majority of which are secured by mortgages on real property.

     The Company's  principal  source of cash has been from the operation of its
financial  education  seminars  and  sales of  related  tapes,  books  and other
materials. The Company does not have an established bank line of credit. Cash in
the amount of $150,000 was used in operations  for the six months ended June 30,
1999,  because the Company's  operations as a whole,  and the Company's  seminar
operations in particular, consumed cash rather than generating it in the quarter
ended June 30, 1999.

     Cash in the amount of $1.7 million was used toward debt  repayment  for the
six months ended June 30, 1999, compared with $1.1 million of net borrowings for
the same period of 1998. The debt repaid in 1999 was primarily  attributable  to
the repayments of notes related to a hotel acquisition.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive payment under a temporary  marketing  arrangement  with ALG,
the current owner of EPI, which provides for a monthly payment to the Company by
ALG of an amount equal to 35% of EPI's gross monthly proceeds. The agreement may
be terminated at any time. Receipt of these payments may, as a practical matter,
be dependent  on the success of the  business in the hands of ALG. To date,  ALG
has made all payments when due.

     Non-marketable investments decreased from $9.5 million at December 31, 1998
to $8.4 million at June 30, 1999, due to the sale of non-marketable  investments
and the reinvestment of the proceeds into marketable investments.





                                       14
<PAGE>


     The Company's non-marketable investments include the following:

                                               Investment
        Description of Investment            (in thousands)
        -------------------------            --------------

        Oil and gas properties                $    1,937

        Hotel and motel investments                4,789

        Investments in undeveloped land              792

        Private companies--Various industries        900
                                             --------------
        Total non-marketable investments      $    8,418
                                             ==============


     The Company has not acquired any new  businesses  in the first two quarters
of 1999.  Instead it has focused on its core and currently owned  business,  the
repayment of debt and making  additional  expenditures  to fund its  operations,
including  advertising.  Cash flow from operations,  which has historically been
the Company's  principal  source of cash for working  capital,  has decreased in
recent periods principally due to a reduction in revenues and increased expenses
attributable to the Company's  seminar segment and ongoing funding  requirements
of recently acquired or formed businesses.

     The Company has  continued  to fund new  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 tax and
other  obligations  when due.  The Company  has in some cases not paid  accounts
payable in a timely manner and several  creditors  have  commenced or threatened
litigation to obtain payment. As of June 30, 1999, approximately $2.6 million in
accounts payable were at least 90 days overdue.

     The Company may be required to generate cash for working  capital  purposes
from its  non-marketable  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  is a party to  various  government  investigations  and legal
proceedings.  See Part  II,  Item 1 of this  report  for  descriptions  of these
proceedings.  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.  In addition, if government
agencies establish  violations of certain consumer protection or other laws, the
Company may be required to pay material penalties or to refund money paid to the
Company by seminar attendees within the jurisdictions  involved or significantly
change the manner in which the Company's business is conducted.* Any such result
could materially  adversely effect the Company's  financial condition or results
of operations.*




                                       15
<PAGE>


Results of Operations

Three Months Ended June 30, 1999  Compared  with the Three Months Ended June 30,
1998

     Revenue.  Revenue  from  continuing  operations  was $24.8  million for the
quarter ended June 30, 1999, which was  approximately the same as the comparable
quarter in 1998.  Revenues  from product  sales  decreased by $464,000 from $6.2
million in the second  quarter of 1998 to $5.8 million  during the quarter ended
June 30,  1999  primarily  due to less  than  anticipated  demand  for new books
published by Mr. Cook and the aging of previously  published titles.  During the
same quarter the sales of seminars  increased by $493,000  from $16.1 million to
$16.6 million.

     Revenue  attributable  to  the  Company's  hotel  operations  increased  by
$229,000  from  $763,000 for the quarter ended June 30, 1998 to $992,000 for the
comparable period in 1999. This increase was primarily due to the opening of the
Four  Points  by  Sheraton  hotel  in St.  George,  Utah in June of 1998 and the
increase of the Company's  ownership in, and the opening of, the Airport  Ramada
Suites  in Salt Lake  City,  Utah in 1998.  In  addition,  revenue  in the pager
segment  decreased by $981,000  from $1.3 million in the quarter  ended June 30,
1998 to $353,000  for the  comparable  period of 1999.  The  reduction  in pager
revenue  resulted  primarily  from reduced  renewal rates for and sales of pager
subscriptions during the second quarter of 1999.

     Revenue  from the  Company's  travel  segment  increased  by $112,000  from
$598,000  during the quarter ended June 30, 1998 to $710,000 for the  comparable
period of 1999.  The other segment,  consisting  primarily of the Company's real
estate  development  operations,   retail  bookstores  and  advertising  agency,
decreased by $346,000  from $2.0  million in the quarter  ended June 30, 1998 to
$1.6 million during the comparable period of 1999 principally from the decreased
activity of Sherlock Homes, Inc. ("SHI"), a real estate  development  subsidiary
of the Company.

     Cost of Revenue.  Cost of revenue  for the quarter  ended June 30, 1999 was
$11.5 million compared with $9.5 million for the comparable quarter in 1998. The
increase in cost of revenue in the quarter  ended June 30, 1999 is primarily due
to increased costs associated with seminar and product development efforts.

     Cost of revenue  attributable to the Company's  seminar  segment  increased
$1.8  million  from $5.3  million  for the  quarter  ended June 30, 1998 to $7.1
million for the comparable  quarter ended 1999 primarily due to increased  costs
associated with new seminar development,  increased wages and sales commissions,
higher room costs,  travel  expenses  and speaker  fees.  Cost of product  sales
increased by $331,000  from $2.7  million in the quarter  ended June 30, 1998 to
$3.1 million for the  comparable  period of 1999  primarily due to write offs of
obsolete  inventory  and increased  costs  associated  with product  development
efforts. Cost of revenue in the hotel segment increased by $17,000 from $379,000
for the quarter ended June 30, 1998 compared with $396,000 for the quarter ended
June 30, 1999 due to capital  calls for hotels and related  costs of  renovation
for certain hotel properties.

     The cost of revenue for pager services  segment  decreased by $214,000 from
$240,000  for the quarter  ended June 30, 1998 to $26,000 for the quarter  ended
June 30,  1999  due to a  decrease  in  pager  renewals  and  subscriptions  and
decreased  wages as a result of a  management  change.  The cost of revenue  for
travel service segment decreased from $33,000 to $15,000. The other segment cost
of revenue  decreased  from $1.8 million to $1.1 million for the quarters  ended
June 30, 1998 and 1999,  respectively,  primarily  as a result of the  decreased
activity of SHI.

     Selling,   General  and   Advertising   Expenses.   Selling,   general  and
administrative  costs for the  quarter  ended June 30,  1999 were $14.6  million
compared with $15.1 million in the comparable period in 1998.




                                       16
<PAGE>


     Operating Income. The Company had net operating loss from the quarter ended
June 30, 1999 of $1.3 million,  compared to net operating income of $269,000 for
the  comparable  period in 1998.  The  reduction  in operating  income  resulted
principally  from reduced revenues  combined with increased  seminar and product
development  costs and  additional  expenses  related to the Company's  recently
acquired hotel properties.  Operating income in the seminar segment decreased by
$593,000  from income of $66,000 in the quarter ended June 30, 1998 to a loss of
$527,000  in the  quarter  ended  June  30,  1999.  Much  of this  decrease  was
attributable  to an  increase  in cost of revenue in  seminars,  which  includes
advertising   commissions  and  product  development  costs.   Operating  income
attributable  to the product sales segment  decreased by $459,000 from income of
$27,000 in the quarter  ended June 30, 1998 to a loss of $432,000 in the quarter
ended June 30, 1999  primarily as a result of  increased  cost of revenue in the
products segment.

     The Company realized a loss in the hotel segment of $184,000 in the quarter
ended June 30,1999,  compared with a loss of $3,000 during the comparable period
of 1998.  In  addition,  operating  income in the travel  segment  increased  by
$91,000  from  $11,000 for the quarter  ended June 30, 1998 to $102,000  for the
quarter  ended  June 30,  1999  primarily  due to a  reduction  in the  mortgage
interest  expenses  from the sale of real  estate in the first  quarter of 1999.
Operating income in the pager segment decreased by $174,000 from $345,000 in the
quarter  ended June 30,  1998 to $171,000  for the  quarter  ended June 30, 1999
primarily due to reduced  sales and renewal  rates for pager  services and lower
wages resulting from a management  change.  The other segment realized a loss of
$361,000 for the quarter  ended June 30, 1999 compared  with  operating  loss of
$177,000 during the comparable  period of 1998 primarily because decreased sales
and an  increase  in the use of an  outside  advertising  agency  instead of the
Company's advertising subsidiary.

     Other  Income  (Expenses).  Total  other  income was $1.7  million  for the
quarter  ended  June  30,  1999,  compared  with  expenses  of  $423,000  in the
comparable  period of 1998.  During the quarter ended June 30, 1999, the Company
experienced a gain on trading  securities of $669,000.  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.  Other  income  during the  quarter  ended  June 30,  1999 also
included  $978,000  license fee from EPI, which was the result of a discontinued
operation in June of 1998.

     Income  before  income  taxes  for the  quarter  ended  June  30,  1999 was
$421,000,  compared  with a loss of $154,000 in the  comparable  period in 1998.
This net income (loss) before income taxes and discontinued  operations resulted
in income tax  expense  for the  quarter  ended  June 30,  1999 in the amount of
$165,000  and a tax  benefit for the  quarter  June 30, 1998 of $54,000.  Income
taxes are based on the applicable prevailing statutory rates.

Six Months Ended June 30, 1999 Compared with the Six Months Ended June 30, 1998

     Revenue.  Revenue from continuing  operations was $52.0 million for the six
months  ended June 30, 1999  compared to $56.7  million for the six months ended
June 30,  1998.  Revenue  from  product  sales  decreased  by $90,000 from $12.9
million  during the six months ended 1998 compared to $12.8  million  during six
months ended June 30, 1999.  During the same period  seminar sales  decreased by
$4.7 million from $40.0 million to $34.8 million.  The Company believes that the
decline in seminar and product sales revenue may have been influenced by reduced
advertising,  negative  press coverage of current  litigation  and  governmental
investigations involving the Company and possible saturation of certain portions
of its customer base.

     Revenue  attributable  to  the  Company's  hotel  operations  increased  by
$932,000  from  $881,000  for the six months ended June 30, 1998 to $1.8 million
for the  comparable  period in 1999.  This  increase  was  primarily  due to the
acquisitions of the Best Western McCarran House in Sparks,  Nevada,  the opening
of the Four Points by Sheraton hotel in St. George, Utah and the increase of the
Company's  ownership  in the Airport  Ramada  Suites in Salt Lake City,  Utah in
1998. In addition,  revenue in the pager segment  decreased by $1.1 million from
$2.1 million in the six months ended June 30, 1998 to $961,000 for the




                                       17
<PAGE>


comparable  period of 1999.  The reduction in pager revenue  resulted  primarily
from reduced sales and renewal rates for pager  subscriptions  during the second
quarter of 1999.

     Revenue from the Company's  travel  segment  decreased by $38,000 from $1.3
million  during  the  quarter  ended  June  30,  1998  to $1.2  million  for the
comparable  period  of 1999.  The other  segment,  consisting  primarily  of the
Company's retail bookstores,  real estate development operations and advertising
agency,  decreased by $2.2  million from $5.3 million in the quarter  ended June
30, 1998 to $3.1 million during the comparable  period of 1999  principally from
decreased business  activities by SHI, a real estate  development  subsidiary of
the Company, decreased advertising by WCSI and less than anticipated book sales.

     Cost of Revenue. Cost of revenue for the six months ended June 30, 1999 was
$23.7 million  compared with $22.3 million for the  comparable  quarter in 1998.
The  increase  in cost of  revenues  for the six months  ended June 30,  1999 is
primarily due to new seminar  development  and product  development  efforts and
increased costs associated with the Company's newly-acquired hotel properties.

     Cost of revenue  attributable to the Company's  seminar  segment  decreased
$419,000  from $14.8  million  for the six months  ended June 30,  1998 to $14.3
million for the comparable six months ended 1999 primarily due to implementation
of cost  controls,  more  efficient  use of inventory  and a decrease in overall
seminar sales. Cost of product sales increased by $2.1 million from $4.7 million
in the six months ended June 30, 1998 to $6.8 million for the comparable  period
of 1999  primarily  due to write  offs of  obsolete  inventory  and new  product
development efforts.  Cost of revenue in the hotel segment increased by $281,000
from  $426,000 for the six months ended June 30, 1998 compared with $707,000 for
the six months ended June 30, 1999 due to  increased  ownership  percentages  in
hotel properties and additional capital calls and increased expenses on existing
hotels.

     The cost of revenue for pager services  segment  decreased by $390,000 from
$480,000  for the six months  ended June 30,  1998 to $90,000 for the six months
ended  June  30,  1999  due to  reduced  renewal  rates  for and  sales of pager
subscriptions,  better contract prices with suppliers and decreased wages caused
by a management change. The cost of revenue for travel service segment decreased
from $33,000 to $15,000 . The other segment cost of revenue  decreased from $4.3
million  to $2.1  million  for the six  months  ended  June 30,  1998 and  1999,
respectively,  primarily because of a corresponding  decrease in revenue in this
segment.

     Selling,   General  and   Advertising   Expenses.   Selling,   general  and
administrative  costs for the six months ended June 30, 1999 were $30.0  million
compared with $32.0 million in the comparable period in 1998.

     Operating  Income.  The Company had net  operating  loss for the six months
ended June 30, 1999 of $1.3 million,  compared to net  operating  income of $2.1
million for the  comparable  period in 1998.  The reduction in operating  income
resulted  principally from reduced revenue  combined with increased  seminar and
product  development  costs and  additional  expenses  related to the  Company's
recently  acquired hotel  properties.  Operating  income in the seminar  segment
decreased  by $663,000  from income of $660,000 in the six months ended June 30,
1998 to loss of $3,000  in the six  months  ended  June 30,  1999.  Much of this
decrease was  attributable  to a decrease in net revenue and an increase in cost
of revenue in seminars,  and in costs  associated  with the  development  of new
seminars and related  expenses.  Operating  income  attributable  to the product
sales  segment  decreased by $700,000  from income of $204,000 in the six months
ended June 30, 1998 to loss of  $496,000  in the six months  ended June 30, 1999
primarily  as a result of  increased  cost of sales and  reduced  revenue in the
product segment.

     The  Company  realized a loss in the hotel  segment of  $473,000 in the six
months ended June 30,1999, compared with a loss of $16,000 during the comparable
period of 1998 due to  additional  capital calls for hotels and related costs of
renovation for certain hotel  properties.  In addition,  operating income in the
travel segment  decreased by $84,000 from $259,000 for the six months ended June
30, 1998 to




                                       18
<PAGE>


$175,000  for the six months  ended June 30,  1999  primarily  due to  increased
advertising  expenses in this  segment.  Operating  income in the pager  segment
decreased by $860,000 from $1.5 million in the six months ended June 30, 1998 to
$648,000 for the six months ended June 30, 1999  primarily  due to a decrease in
renewals  and sales of  subscriptions  for  pager  services.  The other  segment
realized a loss of $603,000 for the six months ended June 30, 1999 compared with
operating  income of $153,000  during the  comparable  period of 1998  primarily
because of a decrease  in retail  book  sales and an  increase  in the use of an
outside advertising agency instead of the Company's advertising subsidiary.

     Other  Income  (Expenses).  Total other income was $3.0 million for the six
months ended June 30, 1999,  compared with $424,000 in the comparable  period of
1998. During the six months ended June 30, 1999, the Company  experienced a gain
on trading  securities of $1.2 million.  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.  Other  income  during the six months  ended June 30, 1999 also
included  $1.7  million  license  fee  from  EPI,  which  was  the  result  of a
discontinued operation in June of 1998.

     Income  before income taxes for the six months ended June 30, 1999 was $1.7
million,  compared with a loss of $2.6 million in the comparable period in 1998.
This net income (loss) before income taxes and discontinued  operations resulted
in income tax  expense  for the six months  ended June 30, 1999 in the amount of
$609,000 and a tax benefit for the six months June 30, 1998 of $894,000.  Income
taxes are based on the applicable prevailing statutory rates.


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.

     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.




                                       19
<PAGE>


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:

     Litigation with ART and ITEX. On May 28, 1999, the Company agreed to settle
a lawsuit  with  Associated  Reciprocal  Traders,  Ltd.  ("ART")  and its parent
corporation ITEX Corporation ("ITEX"). The lawsuit was a consolidation of claims
filed by the Company against  ART/ITEX on February 4, 1998 in the Superior Court
of King County in the state of Washington  and claims filed by ART/ITEX  against
the Company on the same day. The lawsuit  involved an agreement  dated  December
29, 1999 wherein the parties  agreed that ART would  provide  $500,000  worth of
media credits for advertising in exchange for 100,000 restricted shares of stock
in  WCFC.  The  shares  subsequently  split  to  1,800,000  shares.  Some  radio
advertising  was  provided to WCFC in early  1999.  The  settlement  reduced the
number of shares given to ART/ITEX to 1,400,000 and provides  $300,000  worth of
barter ITEX dollars to WCFC. In addition,  ART/ITEX agreed not to sell more than
100,000 of the  shares  within any  calendar  month.  The  Company  expects  the
settlement to be completed in the third quarter of 1999.*

     Wade Cook Financial Corporation, et al. vs. Publishers Distribution Center,
Inc.,  et al. On  September  17,  1998,  the  Company  filed a  lawsuit  against
Publishers  Distribution  Center, Inc. ("PDC"), a Utah Corporation,  and William
Beutler,  Cora Beutler, and Scott Beutler, as individuals,  in the United States
District  Court,  District of Utah,  Central  Division.  Shortly  after filing a
complaint in the United States District Court, the Company dismissed that action
and refiled its complaint in Third Judicial  District Court, Salt Lake County in
the state of Utah. The complaint  alleged fraud and negligent  misrepresentation
relating to the Company's attempted purchase of PDC and requested restitution in
addition to other relief. PDC filed a counterclaim  against the Company. On July
14, 1999, the parties agreed to a confidential monetary settlement which did not
have a material  effect on the results of operations  or financial  condition of
the Company and which provided for a mutual release of claims,  including claims
to certain  payables  allegedly  owed by the  Company,  and a  dismissal  of the
lawsuit with prejudice.

     Investigation  by the  state  of  Washington,  Securities  Division.  Since
September  1996,  the  Washington  State  Department of Financial  Institutions,
Securities  Division has been investigating Mr. Cook, WCSI and the Company.  The
Company has been informed that the investigation is being performed  pursuant to
RCW 21.20.370 and  21.20.700.  On July 2, 1999, the Superior Court for the state
of  Washington in King County  granted the state of  Washington  its petition to
enforce  a  subpoena  ordering  the  Company  to  produce  its  list of  certain
Washington  State  customers.  The subpoena  was issued  subject to a Protective
Order  granted in favor of the Company by the same court on July 10,  1999.  The
Protective Order limits the manner in which the Securities  Division can contact
customers  of the  Company.  Although  no civil or  criminal  charges  have been
brought and the Company  does not believe  that it or its  officers or directors
have  violated  applicable  laws,  no  assurance  can be given that  enforcement
proceedings  will  not be  brought  against  the  Company,  or its  officers  or
directors,  or as to the outcome of any  investigations  by the Washington State
Attorney General.*

     State Attorneys General Investigations. During 1998 and 1999, the Attorneys
General of ten states opened investigations to determine whether the Company has
engaged in business and advertising practices that violate such states' consumer
protection  laws and  regulations.  The  Company  does not  believe  that it has
engaged in any unlawful activities in any of the states and is cooperating fully
with each state's investigation. Although no civil or criminal charges have been
brought,  and the Company  does not believe that it or its officers or directors
have  violated  applicable  laws,  no  assurance  can be given that  enforcement
proceedings  will  not be  brought  against  the  Company,  or its  officers  or
directors, or as to the outcome of any proceedings that are brought.*




                                       20
<PAGE>


     Himmelman  and Love vs. Wade Cook  Seminars,  Inc.,  et al. On February 26,
1999, two former  employees of Wade Cook  Seminars,  Inc. filed a complaint with
the Pierce  County  Superior  Court of the state of Washington  alleging  sexual
harassment,  retaliatory discharge and defamation.  Although no specific damages
are alleged,  the plaintiffs request lost income, pain and suffering,  emotional
distress, court costs, reasonable attorney fees, and punitive damages. On May 4,
1999, the Company submitted a response to the Plaintiff's  complaint denying all
claims thereunder and presenting  affirmative defenses. A trial has been set for
August 26, 1999.  The Company  believes  that it has not engaged in any unlawful
practices  and intends to defend itself in this matter.* The Company has not yet
made an estimate of potential exposure or determined the impact on its financial
statements and has not made provisions for losses, if any.

     Hewlett  Packard  Company  ("HP") vs. Wade Cook Financial  Corporation.  On
April 16, 1999 the Hewlett  Packard Company filed a complaint in the King County
Superior  Court of the state of  Washington  claiming  $642,000 in  damages.  HP
alleges  that it has not  received  full  payment  under a  consulting  services
contract with the Company. On May 28, 1999, the Company  counter-claimed stating
that HP made knowingly false  representations  about its services which resulted
in a breach of a consulting  services contract,  a breach of express and implied
warranties,  and fraudulent and/or negligent  misrepresentation.  If the Company
were to be found liable,  payment of any significant award may materially impact
the Company's cash flow.*

     Kevin Carrol v. Wade Cook Seminars,  Inc., Wade B. Cook,  Entity  Planners,
Inc.  ("EPI"),  and Norman Ovitt.  On June 17, 1999,  Kevin Carrol filed a civil
suit against  WCSI,  Wade B. Cook and EPI in the District  Court of 126 Judicial
District  for Travis  County,  Texas.  Carrol  alleges  that he lost money after
relying on information  given by the defendants  and using their  products.  Mr.
Carrol has  requested  relief for his actual  damages,  attorney  fees,  pre and
post-judgment  interest,  and related  costs.  Mr.  Carrol also alleges that the
defendants  knowingly  engaged in  deceptive  acts or  practices,  and  requests
additional  damages  as  provided  for under  Section  17.50(b)(1)  of the Texas
Business  and  Commerce  Code.  The  Company has not yet made an estimate of its
potential exposure or determined the impact on its financial  statements and has
not made provisions for losses, if any.

     Tom Cloward:  In re IQ Pagers,  Inc ("IQ"). The Company has been advised by
Tom  Cloward,  former  Chief  Information  Officer of the  Company  and a former
director of IQ, a  wholly-owned  subsidiary of the Company,  that Mr. Cloward is
seeking royalty  payments equal to 2.5% of gross revenues  derived from sales of
the IQ Pager based on the terms of a previous  agreement between Mr. Cloward and
the  Company.  On April 15,  1999,  Mr.  Cloward's  legal  counsel sent a letter
threatening  suit in the  event  settlement  in the  above  matter  could not be
reached.  The Company has not yet made an estimate of its potential  exposure or
determined the impact on its financial  statements  and has not made  provisions
for losses, if any.


Item 2.  Changes in Securities.

     On March 25, 1999, the Company released 45,000 shares of restricted  common
stock to Norman Eade pursuant to an installment contract executed and fully paid
on October  22,  1997.  The  restricted  common  stock was issued in reliance on
exemptions from registration  provided by section 4(2) of the Securities Act and
the laws of the state of Nevada.

     On June 2, 1999,  the  Company's  Board of  Directors  adopted a resolution
amending the Company's Article of Incorporation.  The resolution reduced the par
value of Company's common stock from $0.01 to $0.001. The stockholders  ratified
the reduction in par value at the Annual  Stockholders'  Meeting held on June 2,
1999. The amendment  will be effective  when filed with the Nevada  Secretary of
State.




                                       21
<PAGE>


     On June 2, 1999, the Company  adopted a resolution to amend Section 2.13 of
the  By-laws.   The  amendment  provides  that  in  voting  for  Directors  each
stockholder  is  permitted  to cast one vote per share of Company  common  stock
held.  The provision  for straight  voting thus modifies the prior By-laws which
allowed for cumulative  voting.  The amendment will be effective on execution by
the President and Secretary of the Corporation.


Item 3.   Defaults Upon Senior Securities.

          None.


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

          The Company's annual meeting of stockholders was held on June 2, 1999.

     The  following  nominees  were elected as  directors,  each to hold office,
until his/her successor is elected and qualified, by vote set forth below:

                                        FOR             AGAINST        WITHHELD
                                    ---------           -------        --------
         Nick Dettman               56,442,426                         320,552

         Greg Maxwell               56,435,126                         320,522

         Angela Pirtle              56,441,251                         327,822

         John Lang                  56,446,451                         316,497

In addition, the following directors' terms continued after the annual meeting:

         Robin Anderson
         Joel Black
         Robert T. Hondel
         Dan Wagner
         Wade B. Cook
         Laura M. Cook
         Janice Leysath

     The  proposal  to ratify a 1997  amendment  to the  Company's  Articles  of
Incorporation  increasing  the number of authorized  shares of common stock from
60,000,000 million shares to 140,000,000 million shares was approved by the vote
set forth below:

                  FOR                       AGAINST           WITHHELD
                  ---                       -------           --------
              56,297,473                    372,414            93,061

     The  proposal  to  approve  the  amendment  to the  Company's  Articles  of
Incorporation  to reduced  the par value of Company  common  stock from $0.01 to
$0.001 was approved by the vote set forth below:


                  FOR                       AGAINST           WITHHELD
                  ---                       -------           --------
              56,246,342                    413,914           102,692




                                       22
<PAGE>



     The  proposal  to  approve  the  amendment  to the  Company's  Articles  of
Incorporation  to  eliminate  limitations  on annual  increases in the number of
Director positions was approved by the vote set forth below:

                  FOR                       AGAINST           WITHHELD
                  ---                       -------           --------
              42,741,572                    624,783            49,928



     The  proposal  to  approve  the  amendment  to the  Company's  Articles  of
Incorporation   to  clarify  existing   director  and  officer   indemnification
provisions was approved by the vote set forth below:


                  FOR                       AGAINST           WITHHELD
                  ---                       -------           --------
              56,358,227                    346,017            58,704

Item 5.     Other Information.

Year 2000

     Many computer systems experience  problems handling dates in and beyond the
year 1999.  Therefore,  some  computer  hardware  and  software  will need to be
modified  prior to the year 2000 in order to remain  functional.  The Company is
currently  assessing  both  the  readiness  of its  internal  computer  systems,
software and embedded chips for handling the year 2000.  The Company  intends to
complete this testing  process of all  significant  applications  and systems by
September  1999.* The Company expects to implement  successfully any systems and
programming  changes necessary to address year 2000 issues, and does not believe
that the cost of such  actions  will have a  material  effect  on the  Company's
results of  operations  or financial  condition.*  The Company does not have any
contingency  plans with respect to year 2000 issues.  There can be no assurance,
however,  that there will not be a delay in, or increased costs associated with,
the  implementation  of such changes,  and the Company's  inability to implement
such changes  could have an adverse  effect on future  results of  operations or
financial  condition.* The Company is also assessing and addressing the possible
effects on the Company's  operations of the year 2000 readiness of key suppliers
and other  vendors.  The  Company's  reliance  on  suppliers  and  vendors,  and
therefore,  on the proper functioning of their information systems and software,
means that  their  failure to  address  year 2000  issues  could have a material
impact on the Company's operations and financial results. However, the potential
impact and  related  costs are not known at this time.  The  Company can give no
guarantee that the systems of other companies upon which the Company relies will
be  converted on time or that  failure to convert by another  company  would not
have a material adverse effect on the Company.

     The Company's  Year 2000  remediation  plan focuses on:  internal  systems,
including personal computing,  facilities and business systems,  and third-party
considerations, such as suppliers and other vendors. The tasks common to each of
these areas are (i) the identification and assessment of year 2000 issues,  (ii)
assessment  of  remediation   required,   (iii)  prioritization  of  risk,  (iv)
remediation and testing and (v) contingency planning.

Internal Systems

     The Company's  compliance team has evaluated  significant internal personal
computing and business systems that are critical to the ongoing operation of the
Company and in the process of  identifying  the  computer  hardware and software
upgrades and  replacements  necessary to make such systems Year 2000  compliant.
Due  to  budget  constraints,  upgrades  and  replacements  were  postponed  and
currently have not been made as of the second quarter of 1999.*




                                       23
<PAGE>


Suppliers and Vendors

     The Company's  business  operations  are, to some extent,  dependent on the
year 2000 readiness of infrastructure suppliers such as banking, communications,
transportation  and other services.  In this  environment,  there will likely be
instances of failure that could cause  disruptions in business  processes.*  The
likelihood and effects of such failures in infrastructure systems and the supply
chain cannot be estimated.

Costs

     The Company does not believe that the total cost of the Company's year 2000
plan is material to the Company's financial condition.  The estimated total cost
of the plan is expected to be under $10,000 and funded  through  operating  cash
flow.* At June 30,  1999,  the  Company had  incurred  less than $5,000 in costs
related to its year 2000  identification,  assessment,  remediation  and testing
efforts.  The major portion of the remaining  amount of the estimate is expected
to have been incurred by the end of the third quarter of 1999 when the Company's
year 2000  compliance  efforts are  expected to be  completed,  with the balance
expended  thereafter to monitor the  compliance  process.* None of the Company's
other  projects have been delayed or deferred as a result of the  implementation
of the year 2000 compliance plan.

Risks

     To date,  the  Company  has not  incurred,  and does not  expect  to incur,
material  costs to review and remedy year 2000  compliance  problems.*  However,
there can be no  assurance  that the  systems  or  products  of other  entities,
including the Company's suppliers on which the Company relies and disruptions in
the economy generally resulting from year 2000, will not have a material adverse
effect on the Company.


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

(a)      Exhibits

         Exhibit Number             Description
         --------------             -----------
         27.1                       Financial Data Schedule

(b)      Reports on Form 8-K

         None.




                                       24
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused this Form 10-Q,  period  ending June 30, 1999 to be
signed on its behalf by the undersigned duly authorized.

                                           WADE COOK FINANCIAL CORPORATION



August 5, 1999                                     /s/ Wade B. Cook
                                           -----------------------------------
                                           ade B. Cook, Chief Executive Officer


August 5, 1999                                     /s/ Richard Smith
                                           -----------------------------------
                                           ichard Smith, Chief Financial Officer






                                       25
<PAGE>


                                  EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------
27.1                       Financial Data Schedule







                                       26