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 September 30, 2000

                                       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 September 30, 2000 was 64,058,948 shares.



<PAGE>

                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

<TABLE>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
PART I -- FINANCIAL INFORMATION...........................................................................1

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

Item 2:  Management's Discussion and Analysis of Financial Condition and Results of
         Operations.......................................................................................9

Item 3:  Quantitative and Qualitative Disclosures About Market Risk......................................16


PART II  --  OTHER INFORMATION...........................................................................16

Item 1.  Legal Proceedings...............................................................................16

Item 2.  Changes in Securities...........................................................................18

Item 3.  Defaults Upon Senior Securities.................................................................18

Item 4.  Submission of Matters to a Vote of Security Holders.............................................18

Item 5.  Other Information...............................................................................18

Item 6.  Exhibits and Reports on Form 8-K................................................................20

Signatures...............................................................................................21

</TABLE>





<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements

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


<TABLE>
(in thousands)                                                  September 30, 2000            December 31, 1999
                                                                -------------------           ------------------
<S>                                                              <C>                           <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                          $     702                  $    1,854
    Marketable securities                                                    528                       1,914
    Receivables, trade                                                     1,641                       1,212
    Inventory                                                              2,239                       2,597
    Notes receivables, Employees, Current Portion                            112                         119
    Receivables, related parties                                              62                         124
    Deferred tax assets                                                      456                         456
    Income tax refund receivable                                           1,690                       1,199
    Notes receivable                                                         362                         362
    Prepaid                                                                  321                         363
                                                                -------------------           ------------------
  Total current assets                                                     8,113                      10,200
                                                                -------------------           ------------------
  Property, plant and equipment, net of depreciation                      11,430                      12,098
                                                                -------------------           ------------------
  Goodwill, net of amortization                                            2,073                       2,140
                                                                -------------------           ------------------
  Other assets:
  Other investments                                                        5,177                       4,213
  Deposits                                                                    12                         23
  Notes receivable - employees                                             2,056                       2,361
  Notes receivable                                                         2,050                       2,050
  Due from related parties                                                    11                         520
                                                                -------------------           ------------------
  Total other assets                                                       9,307                       9,167
                                                                -------------------           ------------------
Total assets                                                           $  30,923                  $   33,605
                                                                ===================           ==================
</TABLE>



                                       1
<PAGE>

<TABLE>
(in thousands)                                                  September 30, 2000            December 31, 1999
                                                                -------------------           ------------------
<S>                                                              <C>                           <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                        141                        730
    Accounts payable and accrued expenses                                  5,596                      7,530
    Margin loans in investment accounts                                      153                        179
    Payroll and other accrued taxes                                          145                        134
    Accrued income taxes                                                       0                        108
    Deferred tax liabilities                                                   0                          0
    Deferred revenue                                                       1,709                      2,441
    Payables, related parties                                                  0                      1,867
                                                                -------------------           ------------------
    Total current liabilities                                              7,744                     12,989

Long-term liabilities:
Long-term debt, deferred revenue                                             857                        372
Long-term debt, including long-term notes to related                       5,531                      3,455
parties
                                                                -------------------           ------------------
Total long-term liabilities                                                6,388                      3,827

Total liabilities                                                         14,132                     16,816
                                                                -------------------           ------------------
Minority interest                                                            403                        404
                                                                -------------------           ------------------
Shareholders' Equity
    Preferred stock                                                            -                          -
    Common stock                                                              64                         64
    Paid-in capital                                                        5,342                      4,845
    Prepaid advertising                                                     (170)                      (170)
    Unearned Compensation                                                      0                        (56)
    Retained Earnings                                                     11,625                     12,239
                                                                -------------------           ------------------
                                                                          16,861                     16,922

  Less: common stock in treasury at cost:                                   (473)                      (537)
                                                                -------------------           ------------------
Total shareholders' equity                                                16,388                     16,385
                                                                -------------------           ------------------
Total liabilities, minority interest, and stockholders'
  Equity                                                              $   30,923                 $   33,605
                                                                ===================           ==================

</TABLE>



                                       2
<PAGE>

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



<TABLE>
                                              For the Three Months Ended                   For the Nine Months Ended
                                          ----------------------------------          -----------------------------------
(in thousands, except per share data)     September 30,        September 30,           September 30,        September 30,
                                               2000                 1999                   2000                 1999
                                          -------------        -------------           -------------        -------------
<S>                                         <C>                  <C>                     <C>                  <C>
 Revenue, net of returns and discounts      $ 12,253             $ 18,655                $ 47,174             $ 70,703
                                          -------------        -------------           -------------        -------------
 Costs and expenses:
   Cost of revenue                             5,448                7,441                  16,654               31,108
   Selling, general and administrative         7,029               13,201                  31,291               42,174
                                          -------------        -------------           -------------        -------------
 Total operating costs                        12,477               20,642                  47,945               73,282
                                          -------------        -------------           -------------        -------------
 Income from operations                         (224)              (1,987)                   (771)              (2,579)
                                          -------------        -------------           -------------        -------------
 Other income (expense):
   Interest and dividends                        102                  142                     224                  291
   Gain (loss) on Marketable                    (128)                 (41)                 (1,566)               1,046
    securities
   Interest expense                             (106)                (401)                   (333)              (1,163)
   Gain on Non-Marketable Securities              15                   18                      69                   87
   Other                                         524                  960                   1,311                2,697
                                          -------------        -------------           -------------        -------------
 Total other income (expenses)                   407                  678                    (295)               2,958
                                          -------------        -------------           -------------        -------------
 Income before income taxes                      183               (1,309)                 (1,066)                 379
                                          -------------        -------------           -------------        -------------
 Provision for income taxes (tax                  63                 (444)                   (332)                 165
   benefits)

 Minority Interest                                (3)                 (25)                     (3)                  11
                                          -------------        -------------           -------------        -------------
 Income from continuing operations          $    123             $   (890)               $   (731)            $    225
                                          -------------        -------------           -------------        -------------
 Net income                                 $    123             $   (890)               $   (731)            $    225
                                          =============        =============           =============        =============
 Earnings per share
   Income from continuing operations        $      -             $      -                $      -             $      -
   Income from discontinuing                       -                    -                       -                    -
    operations
   Income during phase-out period                  -                    -                       -                    -
                                          -------------        -------------           -------------        -------------
 Net income                                 $                    $ 57,964                $                    $ 64,144
                                          =============        =============           =============        =============
 Weighted average number of shares
</TABLE>



                                       3
<PAGE>

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



<TABLE>
                                                                                Nine Months Ended
                                                                ------------------------------------------------
(in thousands)                                                  September 30, 2000            September 30, 1999
                                                                ------------------            ------------------
<S>                                                                    <C>                         <C>
Cash provided by (used in) operations                                  ($440)                      ($1,082)


Cash provided by (used in) investing activities                         (994)                        2,954


Cash used in financing activities:                                       282                        (3,403)
     Net (payments) borrowings

                                                                ------------------            ------------------

Net increase (decrease) in cash                                      $(1,152)                      ($1,531)
                                                                ==================            ==================

</TABLE>










                                       4
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                               September 30, 2000


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
     six-month period ended September 30, 2000 are not necessarily indicative of
     the results that may be expected for the year ending December 31, 2000. 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, 1999.

2.   Earnings per Share

     Basic  earnings per share are computed by dividing net income  available to
     common  stockholders  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.

4.   Licensing Agreement

     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.  The Company currently  conducts business in association with EPI
     under the terms of the temporary licensing arrangement.

5.   Contingencies

     The Company is subject to various legal proceedings and claims,  which were
     discussed  in detail in the 1999 Form 10K, 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.  Although  management  does not presently  anticipate  liability
     related to many of the legal  proceedings  and claims 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.



                                       5
<PAGE>

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 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, videotapes, audio tapes,
     and  written  materials  designed  to teach  various  trading and cash flow
     strategies  for  trading  in  the  stock  market,   asset   protection  and
     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.

     Until December 31, 1999, the Company  maintained a Hotel segment due to its
     participation  in the  management  and  operation  of a number  of  hotels.
     However,  during 1999 the Company disposed of its interests in such hotels,
     and  thereby  ended its active  involvement  in the  hospitality  industry.
     Although  the Company  retains  minority  interests  in three  hotels,  the
     Company no longer maintains separate Hotel segment  accounting.  Presently,
     the  remaining  minority  hotel  interests  are  accounted  for under Other
     Investments.

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

<TABLE>
     (in thousands)                                  2000                   1999                   1998
                                                --------------         --------------         --------------
    <S>                                           <C>                     <C>                    <C>
     Net revenues and sales
          Seminars                                 $11,094                 $ 8,147                $22,925
          Product sales                              1,913                   7,817                  5,243
          Hotels                                         -                   1,151                    821
          Pager service                                465                     371                    478
          Travel service                               349                     683                    538
          Other                                        484                   1,134                  1,595
          Less: inter-company sales                 (2,052)                   (648)                (1,018)
                                                --------------         --------------         --------------
                                                   $12,253                 $18,655                $30,582
                                                ==============         ==============         ==============
</TABLE>



                                        6

<PAGE>

<TABLE>
     (in thousands)                                  2000                   1999                   1998
                                                --------------         --------------         --------------
    <S>                                           <C>                     <C>                    <C>
     Cost of sales
          Seminars                                  $5,406                 $4,467                 $11,285
          Product sales                              1,483                  4,259                   3,249
          Hotels                                         -                    478                     386
          Pager service                                 89                    187                     105
          Travel service                                 -                     22                      28
          Other                                        251                  1,055                     899
          Less: inter-company sales                 (1,781)                (3,027)                 (4,130)
                                                --------------         --------------         --------------
                                                    $5,448                 $7,441                 $11,822
                                                ==============         ==============         ==============
     Operating income
          Seminars                                    $260                $(1,435)                 $2,565
          Product sales                               (499)                (1,076)                    132
          Hotels                                         -                    711                      98
          Pager service                                255                    187                     291
          Travel service                              (225)                   (88)                     27
          Other                                        (15)                   (58)                   (404)
          Less: inter-company sales                      -                   (228)                   (387)
                                                --------------         --------------         --------------
                                                     $(224)               $(1,987)                 $2,322
                                                ==============         ==============         ==============
</TABLE>

     Information  on the Company's  business  segments for the nine months ended
     September 30,

<TABLE>
     (in thousands)                                  2000                   1999                   1998
                                                --------------         --------------         --------------
    <S>                                           <C>                     <C>                    <C>
     Net revenues and sales
          Seminars                                 $39,515                $42,989                $62,442
          Product sales                              7,178                 20,614                 18,130
          Hotels                                         -                  2,964                  1,702
          Pager service                                991                  1,332                  2,564
          Travel service                             1,484                  1,945                  1,838
          Other                                      1,891                  4,210                  6,898
          Less: inter-company sales                 (3,885)                (3,351)                (5,082)
                                               ------------------     -------------------    -----------------
                                                   $47,174                $70,703                $88,492
                                               ==================     ===================    =================

</TABLE>


                                       7
<PAGE>

<TABLE>
     (in thousands)                                  2000                   1999                   1998
                                                --------------         --------------         --------------
    <S>                                           <C>                     <C>                    <C>
     Cost of sales
          Seminars                                  $14,721               $18,816                $26,053
          Product sales                               4,006                11,082                  7,973
          Hotels                                          -                 1,185                    812
          Pager service                                 286                   277                    375
          Travel service                                  -                    37                     61
          Other                                       1,113                 3,139                  5,228
          Less: inter-company sales                  (3,472)               (3,428)                (6,416)
                                                --------------         --------------         --------------
                                                    $16,654               $31,108                $34,086
                                                ==============         ==============         ==============

     Operating income
          Seminars                                     $(62)              $(1,438)                $3,225
          Product sales                                (807)               (1,572)                   336
          Hotels                                          -                   238                     82
          Pager service                                 387                   835                  1,799
          Travel service                               (237)                   87                    286
          Other                                         (52)                 (661)                  (251)
          Less: inter-company sales                       -                   (68)                (1,049)
                                                --------------         --------------         --------------
                                                      $(771)              $(2,579)                $4,428
                                                ==============         ==============         ==============

     Net Identifiable assets
          Seminars                                     $  -                  $  -                   $  -
          Product sales                               1,914                 4,340                  2,916
          Hotels                                          -                13,775                  7,076
          Pager service                               1,222                 1,685                  1,363
          Travel service                                858                    57                      -
          Other                                       1,233                 1,609                  1,345
                                                --------------         --------------         --------------
     Segmented assets                                 5,227                21,466                 12,700
     Corporate assets                                11,977                10,336                  9,840
                                                --------------         --------------         --------------
          Total identifiable assets                 $17,204               $31,802                $22,540
                                                ==============         ==============         ==============

</TABLE>

8.   Subsequent Events

     None



                                       8
<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 level of resources that may be required by the consumer redress
program,  the  Company's  ability to manage its growth and to  integrate  recent
acquisitions, fluctuations in the commercial real estate market, 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,  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, 1999.  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,  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 a  subscription-based  web site that
provides stock market  information and that illustrates the strategies taught in
the Company's seminars and publications.

     SMILe  hosts  the  Wealth  Information  Network  ("WIN"),  a  stock  market
education  source  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 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



                                       9
<PAGE>

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.  The  Company  currently  conducts  business in
association with EPI under the terms of the temporary licensing arrangement.

     In the  third  quarter  of 1999,  in order to  reduce  costs,  the  Company
restructured  its Seminar  segment by  reducing  the number of  locations  where
Company  seminars  were held.  As a result of  restructuring,  the  Company  now
regularly visits only 25 of the larger urban areas.

     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  Surfbuzz.com,  Inc.  The  Company  purchased
450,000 shares of Surfbuzz.com, Inc. common stock for $450,000 through a private
placement.  In January 2000, the Company purchased an additional  100,000 shares
of Surfbuzz.com, Inc. common stock for an additional $100,000. During such time,
the Company also executed  agreements to invest in 80,000 shares of  E-automate,
Inc. for  $240,000  and 125,000  shares of  Ceristar,  Inc.  for  $250,000.  The
investments  were  accounted  for using  the cost  method.  In May of 2000,  the
Company was informed by the management of Surfbuzz.com, Inc., that Surfbuzz.com,
Inc. 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.com,  Inc. have been halted. Currently, the Company
is assessing its options in the matter.

     During 1998,  the Company  acquired  majority  interests  in several  hotel
properties  located in the western  United  States in exchange for cash,  and in
some cases, in exchange for relinquishing or reducing certain interests in other
properties. In May 1999, the Company sold its majority interest in the Fairfield
Inn in Provo,  Utah for $800,000.  The Company received $600,000 of the purchase
price in the form of cash, debt assumption,  and the payment of management fees.
The  remainder  of the  purchase  price  was  paid in the  form of a  parcel  of
undeveloped  land  appraised  at  $200,000  which is  located in Temp View Quail
Valley Drive,  Provo,  Utah. During December 1999, the Company sold its majority
hotel interests in the Bestwestern  Macarren House, the Four Points by Sheraton,
St. George, and the Airport Ramada Suites. The Company sold the three hotels for
a total sales price of $12,700,000, of which $9,890,000 represented debt assumed
by the buyer. As a result of the sale of these hotel  interests,  the Company is
no longer actively  engaged in the hospitality  industry,  and does not maintain
separate Hotel Segment accounting.

     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  September  30,  2000,  the  Company  had  current  assets  and  current
liabilities  in the  amounts of $8.1  million  and $7.7  million,  respectively,
resulting in a working capital surplus of $400,000.  The working capital deficit
at December 31, 1999 was $2.8 million.  The primary  reasons for the decrease in
the  working  capital  deficit  was the  payment of  accounts  payable and other
similar  obligations and the conversion of $1.8 million in current payables,  to
related parties including entities  controlled by Mr. Cook, into long-term debt.
Current  liabilities  at September  30,  2000,  include $1.7 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.  The  Company  has not made  estimated  tax
payments  with  respect to the year 2000 income  taxes,  and does not  presently
expect any penalties in this regard.

     The market value of the Company's  marketable  securities decreased by $1.4
million  from $1.9  million at December  31, 1999 to $500,000 at  September  30,
2000, due primarily to the continuing effects of a general



                                       10
<PAGE>

downturn in the  securities  market  during the second  fiscal  quarter of 1999,
which  resulted in a  reduction  in the  over-all  net worth of  securities  and
options  held  in the  Company's  brokerage  accounts.  Inventory  decreased  by
$400,000 from $2.6 million at December 31, 1999 to $2.2 million at September 30,
2000  primarily as a result of the Company's  write-off of obsolete  items,  and
increased  demand for existing  products  and  promotional  materials  stored as
inventory at the  Company's  distribution  center.  Company  inventory  includes
tapes,  cassettes,  manuals and books published by the Company,  various related
marketing  materials,  supplies and other assorted  items. At September 30, 2000
the Company also had current  receivables  from related parties in the amount of
$172,000  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
educational seminars and sales of related tapes, books and other materials.  The
Company does not have an established bank line of credit. There was a net income
from continuing  operations of $100,000 for the three months ended September 30,
2000,  compared to a loss of ($900,000)  as to the three months ended  September
30, 1999. For the nine months ended  September  2000, the Company  experienced a
loss from continuing operations of ($700,000) compared to a gain of $200,000 for
the nine months ended  September  30, 1999.  The  Company's  improvement  to net
income for the three months ended September 30, 2000, is primarily  attributable
to management's continuing implementation of cost controls, restructuring of the
Seminars segment, stricter cost controls, and the more efficient use of existing
Company resources.

     Cash in the amount of $2.7 million was used toward debt  repayment  for the
nine months ended  September  30, 2000,  compared with $3.4 million for the same
period of 1999.  This  reduction  in  comparable  debt  repayment  is  primarily
attributable  to the  elimination  obligations  associated  with  the  Company's
discontinued Hotel segment.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive payments under a temporary  marketing  arrangement with ALG,
the current  owner of EPI,  which  provides for payments to the Company equal to
35% of EPI's  gross  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.

     Other investments increased by $1 million from $4.2 million at December 31,
1999 to $5.2  million at  September  30,  2000,  due to the purchase of stock in
three private companies: Ceristar, Inc, E-automate, Inc. and Surfbuzz.com,  Inc.
See the Company's  report on Form 10-Q for the period ended March 31, 2000 for a
more complete description of these investments.

     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                  1,971

        Private companies -- Various industries          1,914
                                                   ------------------
        Total non-marketable investments                $5,177
                                                   ==================




                                       11
<PAGE>

     The Company has tried to focus on its core and currently owned  businesses,
the  repayment  of debt and  making  additional  expenditures  to fund  existing
operations,  including  advertising in the nine months ended September 30, 2000.
Cash flow from operations,  which has historically been the Company's  principal
source of cash for working capital. During the quarter ended September 30, 2000,
the  Company's  experienced  a net  decrease in cash from  operations  of ($1.2)
million.  The  decrease  during the nine  months  ended  September  30,  2000 is
principally due to expenditures on investing activities, and because a number of
the Company's operating segments consumed more cash than they produced. However,
cash flow showed an  improvement of $600,000 over the second quarter of the year
2000,  from ($1.8)  million  for ended June 30,  2000 to ($1.2)  million for the
quarter ended September 30, 2000.

     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 and refunds in a timely manner.  However,  as of September 30,
2000, the Company had approximately $5.6 million in accounts payable, a decrease
of $1.9 million from the $7.5 million in accounts payable due as of December 31,
1999.

     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 has been a party to various government investigations and legal
proceedings.  See Part  II,  Item 1 of this  report  for  descriptions  of these
proceedings,  as well as other public  documents  filed with the  Securities and
Exchange  Commission.  The Company has not yet made an estimate of its potential
exposure in those  proceedings/investigations which are still remaining, nor has
the  Company  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.*  Adverse  publicity  resulting  from these  matters may be negatively
affecting the  Company's  business,  and further  adverse  publicity  could have
further  negative  effects.*  Were the Company  found to be liable in certain of
these  proceedings,  the  liability  could be  material.  Any such result  could
materially  adversely  affect the  Company's  financial  condition or results of
operations.*

     The Company has resolved a number of legal  proceedings and  investigations
previously  reported on public  documents filed with the Securities and Exchange
Commission,  namely  investigations  by the Federal  Trade  Commission  ("FTC"),
Washington  Department  of  Financial  Institutions,  and the  Consumer  Affairs
Divisions  of 14 states.  Pursuant to a  resolution  of these  proceedings,  the
Company has entered into individual  agreements (the  "Agreements") with the FTC
and 14 states,  the terms of which relate to the  Company's  future  advertising
practices and the  implementation of a consumer redress program.  As a result of
these  Agreements,  the State of Texas and California  have agreed to drop their
current  lawsuits  involving  the  Company,  and  the  Department  of  Financial
Institutions  for the State of Washington has ended its four year  investigation
of the Company without finding any wrongdoing  ("without any specific finding of
fact or law").  See Item 5 Other  Information,  contained in this report,  for a
more  complete  description  of these  proceedings.  Under the consumer  redress
portion of the  Agreements,  the Company will be responsible  for refunding to a
limited number of former  customers  money paid to attend the Company's  seminar
the "Wall Street  Workshop(TM)".  Currently,  the Company is compiling a list of
customers  potentially  eligible to receive the individual  questionnaires  that
will be used to provide the basis for evaluating refund requests.  At this time,
the Company cannot fully estimate what effect the consumer  redress program will
have on the Company's  operations or financial  results.  However,  the consumer
redress program may potentially expose the Company to significant  liability for
refunds to consumers.  The need to satisfy these  obligations  could require the
Company to defer satisfying  other  obligations or to cut back its operations to
conserve  cash.  This  could  have a material  adverse  effect on the  Company's
operations and financial results.



                                       12
<PAGE>

Results of Operations

Three  Months  Ended  September  30, 2000  Compared  with the Three Months Ended
September 30, 1999

     Revenue.  Revenue  from  continuing  operations  was $12.3  million for the
quarter ended  September  30, 2000,  compared with $18.7 in the third quarter of
1999. The decrease of $6.4 million is primarily  attributable  to lower sales in
the Company's Product Sales, Travel, and Other segments,  and the elimination of
the Hotel segment and the closing of certain  retail sales  locations at the end
of 1999.  The Company is  evaluating  whether its business may be seasonal  with
demand for the Company's  products and services slowing during the summer months
as well as at the year end.  Additionally,  the  Company  believes  that  recent
turbulence in the equities markets,  the effects of inflationary  fears, and the
third  quarter  slow  down in the  growth  of the  U.S.  economy  may have had a
negative  impact on the Company's  sales in the third quarter.  During the third
quarter of 2000,  sales in Seminar  segment  increased  by $3 million  from $8.1
million third quarter of 1999 to $11.1 million for a comparable  period in 2000.
This  increase  was a result of greater  demand for the  Company's  existing and
newly developed seminars,  and more focused advertising  efforts.  Revenues from
product  sales  decreased by $5.9  million  from $7.8  million  during the third
quarter of 1999 to $1.9 million during a comparable period in 2000. The decrease
in Product Sales is primarily due to reduced demand for existing titles promoted
by  the  Company's  publishing  subsidiaries,  the  closing  of  several  of the
Company's retail  locations,  negative press coverage,  and restructuring of the
Seminar segment where the Company's products are marketed and sold.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  realize  revenue in that  Segment  during the
third quarter of 2000.  Revenue in the pager segment  increased by $100,000 from
$400,000 for the quarter  ended  September  30, 1999 to $500,000 for the quarter
ended September 30, 2000. The increase in Pager revenue  resulted from increased
attendance  at in the Seminars  Segment  where the Pager  products are primarily
sold and marketed.

     Revenue  from the  Company's  Travel  segment  decreased  by $400,000  from
$700,000 the quarter  ended  September  30, 1999 to $300,000 for the  comparable
period of 2000.  The  decrease  is  attributable  to  reduced  travel  bookings.
Revenues in the Other segment, consisting primarily of the Company's real estate
development  operations,   retail  sales  locations,   and  advertising  agency,
decreased by $600,000 from $1.1 million the quarter ended  September 30, 1999 to
$500,000 during the comparable period in 2000. The decrease in Other revenues is
principally  due to a  restructuring  of the Other segment which resulted in the
elimination of six retail store locations.

     Cost of Revenue.  Cost of revenue decreased by $2 million from $7.4 million
for the quarter  ended  September  30, 1999 to $5.4 million in the quarter ended
September  30,  2000.  This  decrease  in cost of  revenue is  primarily  due to
management's  continued  implementation  of cost controls,  restructuring of the
Company's  Seminar  segment,  the  discontinuance  of unprofitable  ventures and
segments,  the more  efficient use of existing  Company  resources,  and a lower
volume of sales in the Company's operating segments.

     Cost of revenue  attributable to the Company's Seminar segment increased by
$900,000  from $4.5  million for the quarter  ended  September  30, 1999 to $5.4
million for the comparable  quarter in 2000 primarily due to the increased costs
associated  with higher  volume  sales in that  segment.  Cost of Product  Sales
decreased by $2.8 million from $4.3 million for the quarter ended  September 30,
1999 to $1.5  million  for the  comparable  period  of  2000,  primarily  due to
management's  continued  implementation  of cost controls,  restructuring of the
Company's  Seminar  Segment,  the  discontinuance  of unprofitable  ventures and
segments,  the more  efficient use of existing  Company  resources,  and a lower
volume of sales in the Company's Product Sales Segment.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result  did not incur any costs in that  Segment  during  the
third  quarter  of 2000.  The cost of  revenue  for the Pager  services  segment
decreased by $100,000 from $200,000 for the quarter ended  September 30, 1999 to



                                       13
<PAGE>

$100,000 for the quarter ended September 30, 2000 due a reduction in development
expenditures,  reduced  employee  overhead,  reduction in inventory,  and use of
leased pagers.  The change in the cost of revenue for the Travel Service segment
was  insignificant  for the quarter ended  September 30, 2000. The Other segment
cost of revenue  decreased  by $700,000  from $1 million  for the quarter  ended
September 30, 1999 to $300,000 for the  comparable  period in 2000. The decrease
is primarily due to  restructuring  in the Other  segment which  resulted in the
elimination of six retail sales locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the three  months  ended  September  30,  2000 were $7
million  compared  with $13.2  million  in the  comparable  period in 1999.  The
decrease  of  $6.2  million  is   primarily   attributable   to  the   continued
implementation  of cost controls by  management,  more  efficient use of Company
resources, and a reduction in certain legal and accounting expenses.

     Operating Income. The Company's use of cash in operations  improved by $1.8
million  from  ($2.0)  million  for the  quarter  ended  September  30,  1999 to
($200,000)  for the quarter ended  September 30, 2000.  This  improvement is the
principal result of the Seminar and Pager Segments  generating greater operating
income than  previous  quarters,  less cash being  consumed in the Product Sales
Segment, and the elimination of the Hotel segment and six retail sales locations
at the end fiscal 1999.

     Cash used in the operation of the Seminar segment  improved by $1.7 million
from ($1.4)  million for the quarter ended  September 30, 1999 to $300,000 for a
comparable  period in 2000. Much of this improvement was attributable to greater
sales, more efficient use of existing resources, the continued implementation of
cost controls,  budgeting,  and restructuring in the Seminar segment.  Operating
income in the Product Sales segment improved by $600,000 from ($1.1) million for
the quarter ended September 30, 1999 to ($500,000) for the comparable  period in
2000.  The  improvement  is  primarily  attributable  to more  efficient  use of
existing resources,  the continued  implementation of cost controls,  budgeting,
and restructuring in the Seminar segment.

     The Company  discontinued the operation of its Hotel segment as of December
31, 1999 and as a result did not  experience  any gain or loss in operation  for
that Segment  during the third  quarter of 2000.  Operating  income in the Pager
segment  improved by $100,000 from  $200,000 in the quarter ended  September 30,
1999 to $300,000 for the quarter  ended  September  30, 2000,  primarily  due to
reduced expenses and increased sales. The Travel Services segment's  consumption
of operating  income increased by $100,000 from ($100,000) for the quarter ended
September 30, 1999 to ($200,000)  for a comparable  period in 2000. The increase
is  primarily  attributable  to  continued  expenditures  made by the Company to
develop Travel segments compliment of services,  related  advertising  expenses,
and reduced  sales.  Operating  income  generated  in the Other  segment did not
significantly change for the three month comparison ended September 30.

     Other  Income  (Expenses).  Total other  income was  $400,000 for the three
months  ended  September  30,  2000,  compared  with income of $700,000  for the
comparable  period in 1999.  The  decrease is primarily  attributable  to losses
incurred on the Company's  marketable  securities.  However, the Company's Other
Income  experienced  a $1.8  million  improvement  from the ($1.4)  million loss
reported for the three months  ended June 30,  2000.  During the quarter  ending
September 30, 2000, the Company  experienced a realized and  unrealized  loss on
the trading of securities  in the amount of  ($100,000)  compared with a loss of
($50,000) in a comparable period of 1999. The losses on the Company's marketable
securities are due primarily to the continuing  effects of an over-all  downturn
in the  equities  market that began during the second  quarter of 2000,  and the
slow down of the U.S. economy reported in the third fiscal quarter.  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.

     The Company  experienced  gain from  continuing  operations for the quarter
ending September 30, 2000 of $100,000,  compared with loss of ($900,000) for the
comparable  period in 1999.  The Company  has not made any tax  payments at this
time due to the net operating losses.



                                       14
<PAGE>

Nine Months  Ended June 30, 2000  Compared  with the Nine Months  Ended June 30,
1999

     Revenue.  Revenue from continuing operations was $47.1 million for the nine
months ended September 30, 2000, compared with $70.7 million as of September 30,
1999. The decrease of $23.6 million is primarily  attributable to lower sales in
the Company's  Seminars,  Product Sales,  Travel,  and Other  Segments,  and the
elimination of the Hotel segment and the closing of certain retail  locations at
the end of 1999. The Company is evaluating  whether its business may be seasonal
with demand for the Company's  products and services  slowing  during the summer
months,  as well as at the year end.  Additionally,  the Company  believes  that
recent  turbulence in the equities markets,  the effects of inflationary  fears,
and the third quarter slow down in the growth of the U.S. economy may have had a
negative  impact on the  Company's  sales during the third  quarter.  During the
first  nine  months of 2000,  sales in the  Seminar  segment  decreased  by $3.5
million from $43.0  million in the first nine months of 1999 to $39.5 million in
2000. This decrease was a result of  restructuring  of the Seminar segment which
resulted in a reduction of the over-all number of seminars presented, volatility
in the stock market,  negative press coverage, and to some extent the saturation
of the  Company's  services in certain  markets.  Revenues  from  product  sales
decreased by $13.4  million from $20.6  million in the first nine months of 1999
to $7.2  million  during the first nine months of 2000.  The decrease in Product
Sales is primarily  due to reduced  demand for existing  titles  promoted by the
Company's  publishing  subsidiaries,  the  closing of  several of the  Company's
retail  locations,  negative press coverage,  and  restructuring  of the Seminar
segment where the Company's products are marketed and sold.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  realize  revenue in that  Segment  during the
first nine months of 2000.  Revenue in the pager  segment  decreased by $300,000
from $1.3 million at September 30, 1999 to $1 million for the comparable  period
of 2000. The decrease in pager revenue resulted  primarily from a reduced demand
for one-way paging  technology,  reduced renewal rates, and restructuring of the
Seminar  segment  where the Pager  products are marketed and sold.  Although the
Pager Segment reported an overall decline in revenues for the nine month period,
for the three month period ended September 30 Pager revenues showed  improvement
(See the Three Months discussion above for a more complete discussion).

     Revenue from the Company's  Travel segment  decreased by $400,000 from $1.9
million at  September  30,  1999 to $1.5  million at  September  30,  2000.  The
decrease is primarily  attributable reduced travel bookings.  The Other segment,
consisting primarily of the Company's real estate development operations, retail
sales  locations,  and advertising  agency,  decreased by $2.3 million from $4.2
million at September 30, 1999 to $1.9 million  during the  comparable  period in
2000.  The decrease in revenues is  principally  due to a  restructuring  of the
Other segment which resulted in the elimination of six retail store locations.

     Cost of Revenue.  Cost of revenue  decreased  by $14.4  million  from $31.1
million for the nine months ended  September  30, 1999 to $16.7  million for the
nine months ended of September  30,  2000.  This  decrease in cost of revenue is
primarily  due  to  management's  continued  implementation  of  cost  controls,
restructuring  of  the  Company's   Seminar  segment,   the   discontinuance  of
unprofitable  ventures and segments,  the more efficient use of existing Company
resources, and a lower volume of sales in the Company's operating segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$4.1 million from $18.8 million for the nine months ended  September 30, 1999 to
$14.7 million for the comparable quarter in 2000,  primarily due to management's
continued  implementation  of  cost  controls,  restructuring  of the  Company's
Seminar segment, the discontinuance of unprofitable  ventures and segments,  the
more efficient use of existing Company resources, and a lower volume of sales in
the Company's  Seminar  segment.  Cost of Product  Sales  decreased by $7.1 from
$11.1 million for the nine months ended September 30, 1999 to $4 million for the
comparable  period of 2000  primarily  due to the same  factors  discussed  with
respect to the Seminar segment.



                                       15
<PAGE>

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result  did not incur any costs in that  Segment  during  the
first nine months of 2000. The cost of revenue for the Pager and Travel segments
did not show  significant  change for the comparative  nine month periods ending
September  30. The Other  segment  cost of revenue  decreased by $2 million from
$3.1 million for the nine months ended  September  30, 1999 to $1.1 for the nine
months ended September 30, 2000. The decrease is primarily due to  restructuring
in the Other  segment  which  resulted in the  elimination  of six retail  sales
locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the nine months  ended  September  30, 2000 were $31.3
million  compared  with $42.2  million  in the  comparable  period in 1999.  The
decrease  of $10.9  million  in such  costs  is  primarily  attributable  to the
continued  implementation of cost controls by management,  more efficient use of
Company resources, and a reduction in certain legal and accounting expenses.

     Operating  Income.  The Company's  operating  income  improved by $1.8 from
($2.5)  million for the period ended  September 30, 1999 to  ($800,000)  for the
period ended  September 30, 2000.  The  improvement  in operating  income is the
principal  result of a  decrease  in the amount of cash  being  consumed  in the
operation of the Seminar,  Products Sales, and Other segments,  the contribution
of Operating Income from the Pager Segment, combined with the elimination of the
Hotel segment and the closing of certain retail locations at the end of 1999.

     Operating  income used by the Seminar segment improved by $1.3 million from
($1.4)  million  for the  period  ended  September  30,  1999 to  ($100,000)  at
September 30, 2000.  This  improvement  is primarily  attributable  to increased
sales,  more efficient use of existing  resources,  the  implementation  of cost
controls,  and budgeting.  Operating  income  attributable  to the Product Sales
segment improved by $800,000 from ($1.6) for the period ended September 30, 1999
to  ($800,000)  for the period ended  September  30, 2000.  The  improvement  is
primarily the result of more efficient use of existing  resources,  management's
continued implementation of cost controls, and budgeting.

     The Company  discontinued the operation of its Hotel segment as of December
31, 1999 and as a result did not  experience  any gain or loss in operation  for
that Segment during the first nine months of 2000. Operating income in the Pager
segment  decreased by $400,000 from $800,000 in the nine months ended  September
30, 1999 to $400,000 for the nine months ended September 30, 2000, primarily due
to an over-all  reduction in sales from prior  comparable  periods combined with
research and development  costs.  Although the Pager Segment reported an overall
decline in operating  income for the nine month period ending  September 30, the
Pager  Segment  showed an  improvement  in operating  income for the three month
period  ended  September 30 (See the Three  Months  discussion  above for a more
complete  explanation).  The Travel  segment's  consumption of operating  income
increased by $300,00o from $100,000 for the nine months ended September 30, 1999
to  ($200,000)  for the nine months ended  September  30, 2000.  The increase is
primarily  attributable to continued expenditures made by the Company to develop
Travel  segments  compliment  of services,  related  advertising  expenses,  and
reduced sales.  Operating  income in the Other segment improved by $600,000 from
($700,000)  for the nine months ended  September 30, 1999 to ($100,000)  for the
nine months  ended  September  30, 2000.  The  improvement  is primarily  due to
restructuring which resulted in the elimination of six retail locations.

     Other Income  (Expenses).  Total other expense was  ($300,000) for the nine
months  ended  September  30, 2000,  compared  with $3.0 million in income for a
comparable  period in 1999.  The  decrease is primarily  attributable  to losses
incurred  on the  Company's  marketable  securities.  During the  period  ending
September 30, 2000, the Company  experienced a realized and  unrealized  loss on
the trading of securities in the amount of ($1.6)  million  compared with a gain
of $1.0  million in a  comparable  period of 1999.  The losses on the  Company's
marketable securities are due primarily to the continuing effects of an over-all
downturn in the equities  market that began  during the second  quarter of 2000,
and the slow down of the U.S. economy reported in the third fiscal quarter.  The
Company  records  its  investment  in  trading  securities  in  accordance  with
Statement of Financial Accounting Standards No. 115, Accounting for



                                       16
<PAGE>

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.

     The Company  experienced  loss from  operations  for the nine months  ended
September  30, 2000 of  ($700,000),  compared  with  income of $200,000  for the
comparable  period in 1999.  The Company  has not made any tax  payments at this
time due to the net operating losses.


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  investments  in  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:

     Hewlett  Packard  Company  vs.  Wade Cook  Financial  Corporation.  Hewlett
Packard  lawsuit  settled and dismissed.  On April 16, 2000, the Hewlett Packard
Company ("HP") filed a complaint in the King County  Superior Court of the State
of Washington, claiming under-payment for services rendered. The Company counter
claimed, alleging HP failed to provide the full compliment of services agreed to
under a planned SAP  implementation.  On September 30, 2000,  the Company and HP
entered into a confidential  Settlement Agreement. In November 2000, King County
Superior Court for the State of Washington dismissed the lawsuit with prejudice.

     State  of  California  vs.  Wade  Cook  Financial  Corporation,  Wade  Cook
Seminars, Inc., etc al. State of California lawsuit settled and to be dismissed.
On January 11,  1999,  a civil  complaint  was filed  against the Company in the
Superior Court of the State of California.  The complaint alleged  violations of
sections  1678.20  through 1693 of the California  Civil Code. In November 2000,
the Company  entered  into a voluntary  settlement  agreement  with the State of
California  pursuant  to which this  lawsuit  shall be  dismissed.  The  Company
continues  to deny  all  allegations  contained  in the  State  of  California's
complaint filed on January 11, 1999. For additional  information  concerning the
resolution of this lawsuit,  please see Management's  Discussion and Analysis of
Financial   Condition  and  Results  of  Operation  above,  and  Item  5.  Other
Information contained in this report.

     State of Texas vs. Wade B. Cook and Wade Cook Seminars, Inc. State of Texas
lawsuit  settled and to be dismissed.  On May 1, 1998,  the Attorney  General of
Texas filed a lawsuit against the Company in the District Court of Bexar County,
Texas. The complaint alleged violation of the Texas' Deceptive Trade Practices -
Consumer  Protection Act. In November 2000, the Company entered into a voluntary
settlement  agreement  with the State of Texas  pursuant  to which this  lawsuit
shall be dismissed.  The Company continues to deny all allegations  contained in
the complaint  filed on May 1, 1998. For additional  information  concerning the
resolution of this lawsuit,  please see the Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operation  above,  and Item 5. Other
Information contained in this report.



                                       17
<PAGE>

     Investigation   by  the   State   of   Washington,   Securities   Division.
Investigation  by the State of  Washington  ended.  Since  September  1996,  the
Washington  State  Department  of  Financial  Institutions  ("DFI"),  Securities
Division has been  investigating  the  Company.  The state's  investigation  was
performed  pursuant to RCW 21.20.370 and  21.20.700.  On September 7, 1999,  the
Company  brought  suit  against  the State of  Washington  for  declaratory  and
injunctive  relief  to  either  compel  legal  action  or  to  end  the  State's
investigation.  DFI shortly thereafter joined existing  negotiations between the
Company,  the Federal Trade  Commission,  and the Consumer Affairs  divisions of
fourteen  individual  states,  including the Consumer  Affairs  Division for the
State of Washington.  On October 5, 2000, DFI ended its four year  investigation
of the Company  without any specific  finding as to law or fact.  For additional
information  concerning the resolution of this lawsuit,  please see Management's
Discussion and Analysis of Financial  Condition and Results of Operation  above,
and Item 5. Other Information contained in this report.

     Federal Trade  Commission.  Investigation  by the Federal Trade  Commission
("FTC") ended.  On September 16, 1999,  representatives  of the Company met with
staff  from the FTC.  The  meeting  was called to  discuss  alleged  acts by the
Company and others under the various provisions of the federal consumer laws. On
October 4, 2000,  the Company ended the FTC's  investigation  by entering into a
voluntary Consent Decree with the FTC. The Company continues to deny that it has
violated any federal consumer statutes.  For additional  information  concerning
the resolution of this lawsuit,  please see Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operation  above,  and Item 5. Other
Information contained in this report.

     State  Attorneys  General  Investigations.  Investigations  by the  various
states  ended.  From 1998  through  August of the year 2000,  various  Attorneys
General  from 14  states  commenced  investigations  of the  Company.  The state
investigations  focused on the Company's  consumer  practices under the consumer
laws of the 14 states. These state investigations were conducted in concert with
the FTC's  investigation as outlined  immediately  above.  Between October 5 and
November 14 of the year 2000, the Company ended these investigations by entering
into voluntary individualized settlement agreements with the various states. The
Company denies that it has violated any of the relevant state consumer laws. The
participating  States  are  as  follows:  Alaska,  Arizona,  California,  Idaho,
Illinois,  Kansas,  Missouri,  New Mexico,  North  Carolina,  Oklahoma,  Oregon,
Pennsylvania,  Texas,  Washington.  For  additional  information  concerning the
resolution of this lawsuit,  please see Management's  Discussion and Analysis of
Financial   Condition  and  Results  of  Operation  above,  and  Item  5.  Other
Information contained in this report.

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.

     On October 4, 2000,  the Company  entered into a voluntary  Consent  Decree
(the "Order") with the Federal Trade  Commission (the "FTC") resolving the FTC's
investigation of the Company.  On October 13, 2000, the Order was entered in the
U.S. District Court Western District of Washington at Seattle.  The FTC had been
investigating  alleged  acts by the  Company  under the federal  consumer  laws.
Concurrently  with FTC  investigation,  the state Attorneys General for fourteen
states  (the  "States")  had  similar  investigations  underway  pursuant to the
consumer laws of their respective  jurisdictions.  The States  coordinated their
investigative efforts with the FTC.



                                       18
<PAGE>

     The States have agreed to enter into individual  voluntary  Consent Decrees
(the "State  Orders") with the Company,  which are in substance,  individualized
adaptations of the Order with slight  procedural  variations  according to state
law. However, the State Orders do contain several additional concessions. First,
the  Company is  responsible  for  posting an "actual  and  hypothetical  trade"
disclaimer,  similar to the disclaimer  discussed  below, in connection with the
Wealth  Information  Network  ("WIN")  and  the  presentation  of the  Company's
seminars. WIN is a Bulletin Board System where illustrative trades are placed in
order to display stock market strategies taught by the Company.  With respect to
WIN,  the  Company  agreed to post the  disclaimer  on the cover page of its WIN
service web site and at stock market  seminars  where a specific  stock trade is
discussed.  Second, the State Orders include similar provisions that clarify the
potential  class of persons  eligible to receive  refunds  with  respect to each
individual states' residents.  Third, the Company has voluntarily agreed to make
payments  totaling  $400,000 to the various states for consumer  education.  The
States have agreed these voluntary payments do not constitute a penalty.

     The  participating  States are as  follows:  Alaska,  Arizona,  California,
Idaho, Illinois, Kansas, Missouri, New Mexico, North Carolina, Oklahoma, Oregon,
Pennsylvania, Texas, Washington. In addition, the states of California and Texas
have agreed to drop their  respective  lawsuits  against the Company for alleged
violations of consumer  statutes.  In  connection  with the State Order with the
State of Washington,  the Department of Financial  Institutions for the State of
Washington has also agreed to end its four-year investigation of the Company for
alleged  violations of the State's  securities  laws and the Wade Cook Financial
Corporation  has agreed to dismiss its lawsuit  against the State of Washington.
See the  Company's  report on Form 10-Q for the period ended  September 30, 1999
for a more complete description of these lawsuits.

     The FTC Order primarily addresses our advertising practices and establishes
a method for consumer redress in limited  situations.  Other requirements in the
Order  cover  issues  such as record  retention  and the  duties  of  businesses
controlled  by the Company.  While the FTC Order and the State  Orders  regulate
certain aspects of the Company's advertising and provide for a limited number of
customer refunds, the Orders do not limit, regulate or otherwise effect the sale
of the  Company's  products or  services.  Furthermore,  the Orders do not place
prohibitions on the Company's marketing and promotional  efforts;  instead,  the
Orders simply  require the Company to alert  consumers to the risks  inherent in
the stock market.

Advertising

     The Order provides that the Company must include appropriate disclaimers to
accompany  future  representations  in  advertising  and  promotional  materials
designed to sell stock market seminars ("Covered Advertising").  The requirement
does not extend to "books, print,  electronic,  video and audio publications and
instructional  seminars  published  or  presented  by  the  [Company]  and  sold
primarily for wholesale or  retail...[.]"  The Order requires the disclaimers to
be clearly and  prominently  displayed.  The  disclaimers are needed only when a
specific  condition is met. The Order  requires  disclaimers  for three types of
statements: rates of return, actual and hypothetical trades, and testimonials.

     The rate of return disclaimer will accompany qualifying  statements made in
Covered  Advertising  materials regarding (i) the Company's success in using its
trading  strategies,  or (ii) the success  attainable by consumers using Company
trading  strategies.  Actual and hypothetical  trade  disclaimers will accompany
descriptions  of  qualifying  actual  or  hypothetical  trades  used in  Covered
Adverting, and likewise,  Covered Advertising containing qualifying testimonials
will  include  testimonial  disclaimers.  Generally,  these  disclaimers,  where
relevant,  will provide appropriate rates of return, language alerting consumers
that actual  results may vary from those  depicted,  and/or  language  that such
results may not be indicative of overall trading success.

Consumer Redress

     The Order  outlines  the  circumstances  under which former  customers  are
entitled  to a refund of some or all of the fees paid to attend the Wall  Street
Workshop(TM)  ("WSWS").  WSWS  is  a  seminar  presented  by  the  Company  that
introduces  attendees  to the  basics  of the stock  market,  and  teaches  them
strategies for trading.

     The consumer  redress program is  self-administered  and is governed by the
Order.  Pursuant to the terms of the Order, within sixty (60) days following the
Court's  entry of the Order,  the Company must conduct an



                                       19
<PAGE>

investigation  of its customer  records and identify those persons who have paid
to attend the WSWS but did not attend,  and who have requested  refunds and have
not  already  received a refund or  otherwise  had their  claim  resolved.  Upon
identification of those consumers,  the Company must issue them customer refunds
and release of claim forms.

     The Company  must also begin to issue a "Proof of Claim" form to  customers
eligible for potential  refunds (the  "Claimant").  A Claimant is defined by the
following  characteristics:  (1) paid to attend the WSWS on or after  January 1,
1997 and before  January 1, 2000;  (2) did not  thereafter pay for attending any
other  event  offered by the  Company  or  affiliated  parties,  and (3) has not
already received a refund of the WSWS fees. A person qualifying as a Claimant is
not  guaranteed  the right to a refund.  Refunds  remain  subject to  additional
limitations and exclusions.

     In order  to be  considered  for a  refund,  Claimants  must  submit  their
completed  Proof of Claim forms  within  ninety (90) days.  Upon  receipt of the
returned  Proof of Claim,  the Company has thirty (30) days from the date of the
return  postmark  to  evaluate  the  person's  claim  and,  if  valid,  send the
appropriate  refund with a release of claim form.  The  Company's  evaluation of
individual refunds is based on the Claimant's answers to questions  contained in
the Proof of Claim, and an assessment of the validity of those answers.

     Failure  by a  Claimant  to meet the  above  guidelines  will  result  in a
forfeiture of his or her rights under the Order. Upon satisfaction of payment in
the situations above, the Company will be released of all further obligations to
the former customer under the Order.

     Periodically,  the  Company  must  provide an  affidavit  attesting  to its
continuing   compliance  with  FTC  order.  The  Company  will  also  provide  a
confidential  list of  persons  receiving  refunds  under the  consumer  redress
program,  and a list of all  "Claimants"  regardless  of  whether  a refund  was
actually issued. These lists will be kept strictly confidential per the terms of
the Order.  Under the Order,  the FTC retains the right to inspect the  original
records relating to the consumer redress program.

     If the Company fails to meet its financial  obligations  under the Order or
cure, Mr. Wade Cook will become responsible for the required payment(s).

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. Currently,  the
Company has repurchased 299,000 shares of stock on the open market for $71,525.

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

     (a)  Exhibits

          Exhibit Number             Description
          --------------             -----------
              10.47                  Promissory Note in favor of Never Ending
                                     Wealth LP dated September 30, 2000

              27.1                   Financial Data Schedule

              99.1                   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 requested
                                     as to certain portions of this exhibit.
                                     Omitted portions have been filed
                                     separately with the Securities and Exchange
                                     Commission.)

     (b)  Reports on Form 8-K

          None.




                                       20
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                  WADE COOK FINANCIAL CORPORATION

November 10, 2000                 /s/ Wade B. Cook
                                  ---------------------------------------------
                                  Wade B. Cook, Chief Executive Officer


November 10, 2000                 /s/ Cynthia Britten
                                  ---------------------------------------------
                                  Cynthia C. Britten, Chief Financial Officer,
                                  Chief Accounting Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------
    10.47           Promissory Note in favor of Never Ending Wealth LP dated
                    September 30, 2000

    27.1            Financial Data Schedule

    99.1            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 requested
                    as to certain  portions of this  exhibit.  Omitted  portions
                    have been filed  separately with the Securities and Exchange
                    Commission.)