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, 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,  $0.001 par
value, as of September 30, 1999 was 63,761,448 shares.


<PAGE>



                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

<TABLE>

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

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

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

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


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

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

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

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

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

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

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

</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)                                                 September 30, 1999      December 31, 1998
                                                               ------------------      -----------------
<S>                                                              <C>                       <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                    $     211                 $   1,742
    Marketable securities                                            2,107                     2,870
    Receivables, trade                                               1,495                     3,112
    Inventory                                                        2,990                     3,743
    Receivables, related parties                                       241                       177
    Prepaid                                                            445                       354
    Deferred Tax Assets                                                147                         -
                                                               ------------------      -----------------
  Total current assets                                               7,636                    11,998
                                                               ------------------      -----------------
  Property, plant and equipment, net of depreciation                27,030                    29,204
                                                               ------------------      -----------------
  Goodwill, net of amortization                                      3,637                     3,061
                                                               ------------------      -----------------
  Other assets:
  Non-marketable investments                                         7,272                     9,494
  Other investments                                                    255                       255
  Deposits                                                             211                       151
  Notes receivables - employees                                      2,521                     2,920
  Receivable, related                                                1,548                     1,617
                                                               ------------------      -----------------
  Total other assets                                                11,807                    14,437
                                                               ------------------      -----------------
Total assets                                                     $  50,110                 $  58,700
                                                               ==================      =================
</TABLE>






                                       3
<PAGE>



<TABLE>
(in thousands)                                                 September 30, 1999     December 31, 1998
                                                               ------------------     -----------------
<S>                                                            <C>                     <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                1,977                   4,667
    Accounts payable and accrued expenses                            8,213                   9,198
    Margin loans in investment accounts                                 88                     146
    Payroll and other accrued taxes                                    292                     163
    Accrued income taxes                                             4,214                   4,969
    Deferred tax liability                                               -                     642
    Deferred revenue                                                 3,408                   5,662
    Payables, related parties                                        2,274                   3,109
    Notes payable to officer                                            45                      45
                                                               ------------------     -----------------
  Total current liabilities                                         20,511                  28,601

Long-term debt                                                       8,761                   9,474
                                                               ------------------     -----------------
Total liabilities                                                   29,272                  38,075
                                                               ------------------     -----------------
Minority interest                                                      925                     936
                                                               ------------------     -----------------
Shareholders' Equity
    Preferred stock                                                                              -
    Common stock                                                        64                     644
    Paid-in capital                                                  4,474                   4,095
    Prepaid advertising                                               (300)                   (500)
    Retained Earnings                                               16,212                  15,987
                                                               ------------------     -----------------
                                                                    20,450                  20,226
  Less: common stock in treasury at cost:                             (537)                   (537)
                                                               ------------------     -----------------
Total shareholders' equity                                          19,913                  19,689
                                                               ------------------     -----------------
Total liabilities, minority interest, and stockholders'
  Equity                                                          $ 50,110                $ 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 Nine Months Ended
                                          -------------------------------------  -----------------------------------
(in thousands, except per share data)        September        September,          September           September
                                             30, 1999         30, 1998            30, 1999            30, 1998
                                           ------------      -----------         -----------         -----------
<S>                                          <C>                <C>                <C>                <C>
Revenue, net of returns and discounts        $ 18,655          $ 30,582           $ 70,703            $ 88,492
                                           ------------      -----------         -----------         -----------
Costs and expenses:
  Cost of revenue                               7,441            11,822             31,108              34,086
  Selling, general and administrative          13,201            16,438             42,174              49,978
                                           ------------      -----------         -----------         -----------
Total operating costs                          20,642            28,260             73,282              84,064
                                           ------------      -----------         -----------         -----------
Income (loss) from operations                  (1,987)            2,322             (2,579)              4,428
                                           ------------      -----------         -----------         -----------
Other income (expense):
  Interest and dividends                          142               140                291                 316
  Gain (loss) on trading securities               (41)             (305)             1,046                 499
  Gain (loss) on non-marketable
     securities                                    18                 -                 87                   -
  Interest expense                               (401)             (501)            (1,163)             (1,002)
  Undistributed income (loss) from                  -               (14)                                  (266)
    Hotel
  Other                                           960             1,058              2,697               1,248
                                           ------------      -----------         -----------         -----------
Total other income (expenses)                     678               378              2,958                 795
                                           ------------      -----------         -----------         -----------
Income (loss) before income taxes              (1,309)            2,700                379               5,223
                                           ------------      -----------         -----------         -----------
Provision for income taxes (tax                  (444)              960                165               1,854
benefits)

Minority Interest                                 (25)                -                 11                   -
                                           ------------      -----------         -----------         -----------
Income from continuing operations            $   (890)         $  1,740           $    225            $  3,369
                                           ------------      -----------         -----------         -----------
Discontinued operations:

Income from operations of Entity
Planners, Inc. to be disposed of (net
of income taxes of $183 in 1998)                    -                 -                  -                 584

Operating income of Entity Planners,
Inc. during phase-out period (net of
tax of $8,280)                                      -                 -                  -                  15

Gain on disposal of Entity Planners,
Inc. (net of income tax of $87,500 in
1998)                                             163               163                  -                 163
                                           ------------      -----------         -----------         -----------




                                       5
<PAGE>


                                                    -               163                  -                 762
Net income (loss)                            $   (890)         $  1,903           $    225            $  4,131
                                           ============      ===========         ===========         ===========

Earnings per share
  Income from continuing operations          $ ( 0.01)         $   0.03           $      -            $   0.05
  Income from discontinuing operations              -                 -                  -                0.01
  Income during phase out period                    -                 -                  -                   -
  Gain on disposal                                  -                 -                  -                   -
                                           ------------      -----------         -----------         -----------
Net income                                   $ ( 0.01)         $   0.03           $      -            $   0.06
                                           ============      ===========         ===========         ===========
Weighted average number of shares              57,964            64,257             64,144              64,257
</TABLE>













                                       6

<PAGE>


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



<TABLE>
                                                                                Nine Months Ended
                                                              -------------------------------------------------------
(in thousands)                                                  September 30, 1999              September 30, 1998
                                                               --------------------            --------------------
<S>                                                                <C>                              <C>
Cash provided by (used in) operations                              $ (1,082)                        $ 6,897

Cash provided by (used in) investing activities                       2,954                         (17,124)


Cash provided by financing activities:
     Net payments                                                    (3,403)                         10,831
                                                               --------------------            --------------------

Net (decrease) increase in cash                                    $ (1,531)                         $  604
                                                               ====================            ====================
</TABLE>











                                       7
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                               September 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 September 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.   Shareholders Equity

     In June of 1999,  the board of directors  resolved to authorize a change in
     par value of common stock from $ 0.01 to $ 0.001. As a result,  the Company
     adjusted the common stock and paid in capital to reflect this change.

4.   Liabilities and Shareholders' Equity.

     On November 5, 1999,  the Company  was  approved  for a new first  mortgage
     secured by its Corporate Headquarters in the principal amount of $3,000,000
     dollars.* The proceeds of the mortgage have been  ear-marked for payment of
     accrued  income taxes owed to the Internal  Revenue  Service.* The mortgage
     funds have not currently  been  transferred  to the Company;  however,  the
     closing  documents  are  expected  to be  completed  in the  final  week of
     November.* The lender's  obligations to close the first mortgage is subject
     to number of conditions  including the lender's approval of certain matters
     concerning  the  property  and the  Company.  Accordingly  there  can be no
     assurance that the loan will close in a timely manner or at all.

5.   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.

6.   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 in the
     amount of 35% of EPI's gross proceeds to the Company.



                                       8
<PAGE>

7.   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.

8.   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 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  kit.  The other  segment
     includes  retail book  sales,  interest  in real  estate  ventures,  and an
     inter-company advertising agency.

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

<TABLE>
     (in thousands)                                   1999                    1998                  1997
                                                 --------------          --------------        --------------
<S>                                                <C>                    <C>                   <C>
     Net revenues and sales
          Seminars                                 $  42,989              $  62,442             $  61,786
          Product sales                               20,614                 18,130                19,247
          Hotels                                       2,964                  1,702                     -
          Pager service                                1,332                  2,564                     -
          Travel service                               1,945                  1,838                     -
          Other                                        4,210                  6,898                 2,333
          Less: inter-company sales                   (3,351)                (5,082)               (2,333)
                                                 ==============          ==============        ==============
                                                   $  70,703              $  88,492             $  81,033
                                                 ==============          ==============        ==============
</TABLE>




                                       9
<PAGE>


<TABLE>
     (in thousands)                                   1999                  1998                  1997
                                                 --------------        --------------        --------------
<S>                                                <C>                  <C>                   <C>
    Cost of sales
          Seminars                                 $  18,816              $  26,053             $  23,316
          Product sales                               11,082                  7,973                 7,937
          Hotels                                       1,185                    812                     -
          Pager service                                  277                    375                     -
          Travel service                                  37                     61                     -
          Other                                        3,139                  5,228                 1,732
          Less: inter-company sales                   (3,428)                (6,416)                    -
                                                 ==============        ==============        ==============
                                                   $  31,108              $  34,086             $  32,985
                                                 ==============        ==============        ==============
     Operating income
          Seminars                                 $  (1,438)             $   3,225             $  11,316
          Product sales                               (1,572)                   336                 3,045
          Hotels                                         238                     82                     -
          Pager service                                  835                  1,799                     -
          Travel service                                  87                    286                     -
          Other                                         (661)                  (251)                  594
          Less: inter-company sales                      (68)                (1,049)                    -
                                                 ==============        ==============        ==============
                                                   $  (2,579)             $   4,428             $  14,955
                                                 ==============        ==============        ==============
     Identifiable assets
          Seminars                                 $       -              $       -             $       -
          Product sales                                4,340                  2,916                 2,170
          Hotels                                      13,775                  7,076                     -
          Pager service                                1,685                  1,363                     -
          Travel service                                  57                      -                     -
           Other                                       1,609                  1,345                     -
                                                 --------------        --------------        --------------
     Segmented assets                                 21,466                 12,700                 2,170
     Corporate assets                                 10,336                  9,840                 8,679
                                                 --------------        --------------        --------------
          Total identifiable assets                $  31,802              $  22,540             $  10,849
                                                 --------------        --------------        --------------
</TABLE>




                                       10
<PAGE>


<TABLE>
     (in thousands)                                   1999                  1998                  1997
                                                 --------------        --------------        --------------
<S>                                                <C>                  <C>                   <C>
     Accumulated depreciation and
          Amortization
          Seminars                                $      -               $      -              $      -
          Product sales                             (1,313)                  (762)                    -
          Hotels                                      (501)                   (51)                    -
          Pager service                               (169)                  (215)                    -
          Travel service                                 -                      -                     -
          Other                                       (133)                   (20)                    -
                                                 --------------        --------------        --------------
     Segmented asset depreciation and
          Amortization                               (2116)                (1,048)                    -
     Corporate asset depreciation and
          Amortization                              (2,656)                (2,026)                    -
                                                 --------------        --------------        --------------
     Total accumulated depreciation and
          Amortization                              (4,772)                (3,074)                    -
                                                 --------------        --------------        --------------
     Net identifiable assets                      $ 27,030               $ 19,466              $ 10,849
                                                 ==============        ==============        ==============

     Capital Expenditures
          Seminars                                $      -               $      -              $      -
          Product sales                                 88                    183                     -
          Hotels                                       474                  7,076                     -
          Pager service                                163                  1,363                     -
          Travel service                                40                      -                     -
                                               -------------    -------------------    ------------------
     Total segment expenditure                         765                  8,622                     -
     Corporate expenditures (sales)                     41                  1,648                     -
                                                 ==============        ==============        ==============
     Total capital expenditures                   $    806               $ 10,270              $      -
                                                 ==============        ==============        ==============
</TABLE>





                                       11
<PAGE>


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


<TABLE>
     (in thousands)                                    1999               1998                  1997
                                                   ------------       ------------          ------------
<S>                                                <C>                <C>                   <C>
     Net revenues and sales
          Seminars                                  $  8,147           $ 22,925              $ 26,415
          Product sales                                7,817              5,243                 8,285
          Hotels                                       1,151                821                     -
          Pager service                                  371                478                     -
          Travel service                                 683                538                     -
          Other                                        1,134              1,595                 1,438
          Less: inter-company sales                     (648)            (1,018)                 (142)
                                                   ============       ============          ============
                                                    $ 18,655           $ 30,582              $ 35,996
                                                   ============       ============          ============
     Cost of sales
          Seminars                                  $  4,467           $ 11,285              $  9,824
          Product sales                                4,259              3,249                 3,758
          Hotels                                         478                386                     -
          Pager service                                  187                105                     -
          Travel service                                  22                 28                     -
          Other                                        1,055                899                 1,106
          Less: inter-company sales                   (3,027)            (4,130)                    -
                                                   ============       ============          ============
                                                    $  7,441           $ 11,822              $ 14,688
                                                   ============       ============          ============
     Operating income
          Seminars                                  $ (1,435)          $  2,565              $  4,640
          Product sales                               (1,076)               132                   836
          Hotels                                         711                 98                     -
          Pager service                                  187                291                     -
          Travel service                                 (88)                27                     -
          Other                                          (58)              (404)                  327
          Less: inter-company sales                     (228)              (387)                  534
                                                   ============       ============          ============
                                                    $ (1,987)          $  2,322              $  6,337
                                                   ============       ============          ============
</TABLE>


8.   Reclassification

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

9.   Subsequent Events



                                       12
<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  involving the Company 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.  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 educational
investment  seminars and  produces  and sells 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 the  retailing  of books that focus on financial  education,  a
financial information pager service, a subscription-based web site that provides
stock market  information  and that  illustrates  the  strategies  taught in the
Company's seminars and publications and a travel-related service provider.



                                       13
<PAGE>

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

     In 1997, the Company  acquired Ideal Travel Concepts  International,  Inc.,
which provides travel agent services and also markets services to travel agents.
Also  during  1997,  the  Company  expanded  its  publishing  interests  in  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). 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.
EPI has recently been transferred to the Anderson Law Group, P.C.  ("ALG").  The
Company  has  temporarily  entered  into a  marketing  agreement  with ALG which
provides  for  payment  to the  Company  of 35% of  EPI's  gross  proceeds.  The
marketing  agreement may be cancelled at any time. The Company  accounts for EPI
as a discontinued business operation.

     The Company has begun to de-emphasize  its presence in the retail bookstore
market through the phasing out of several of the retail  bookstores  operated by
Get Ahead Bookstores, Inc.

     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,  and WCSI  suffered  a  significant  operating  loss in the
quarter ended September 30, 1999. 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 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 70% in exchange  for  interests in other hotel
properties  held by the Company.  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
nine 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 plans to acquire  additional  hotel properties in the near
future.*

     Certain of the Company's investments in oil and gas projects and in private
companies have not performed as well as anticipated by the Company.  The Company
intends to  continue to review the  performance  of these  investments,  and may
determine  that the carrying  value of one or more of these  investments  on the
Company's  books exceeds their fair market value,  and in such event a charge to
income would be required.



                                       14
<PAGE>

Liquidity and Capital Resources

     At  September  30,  1999,  the  Company  had  current  assets  and  current
liabilities  in the  amounts of $7.6  million and $20.5  million,  respectively,
resulting in a working  capital  deficit of $12.9 million.  The working  capital
deficit at December 31, 1998 was $16.6 million. Current liabilities at September
30, 1999 include $3.4 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 September 30, 1999 also includes $4.2 million in taxes  payable,
which include estimated 1999 federal income taxes provision, delinquent payments
owed on 1998 state and federal income taxes and 1997 federal  income taxes.  The
accrued liabilities do not include penalties, which may be material.

     At September 30, 1999,  the Company had payables to related  parties in the
amount $2.3 million,  which primarily  represents  royalties owed to Mr. Wade B.
Cook.

     The market value of the Company's marketable securities decreased from $2.9
million  at  December  31,  1998 to $2.1  million at  September  30,  1999,  due
primarily the use of such marketable securities in other investments, the use of
marketable securities to meet operating expenses including advertising, and as a
result of stock  market  volatility.  Inventory  decreased  from $3.7 million at
December 31, 1998 to $3.0 million at September 30, 1999 primarily as a result of
the implementation of cost controls and inventory  management.  At September 30,
1999,  the Company also had  receivables  from related  parties in the amount of
$241,000  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 $1.1 million was used in operations as a whole,  and the Company's
seminar operations in particular, consumed cash rather than generating it in the
quarter ended September 30, 1999.

     Cash in the amount of $3.4 million was used toward debt  repayment  for the
nine  months  ended  September  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 on the Company's hotel properties, hotel
renovations, and the retirement of debt on the Company's Corporate Headquarters.

     On November 5, 1999,  the Company  was  approved  for a new first  mortgage
secured by its  Corporate  Headquarters  in the  principal  amount of $3,000,000
dollars.*  The  proceeds of the  mortgage  have been  ear-marked  for payment of
accrued income taxes owed to the Internal  Revenue  Service.* The mortgage funds
have not  currently  been  transferred  to the  Company;  however,  the  closing
documents  are  expected to be  completed  in the final week of  November.*  The
lender's  obligations  to close  the  first  mortgage  is  subject  to number of
conditions  including the lender's  approval of certain  matters  concerning the
property and the Company.  Accordingly  there can be no assurance  that the loan
will close in a timely manner or at all.

     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 payment to the Company by ALG of an
amount 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.

     Non-marketable investments decreased from $9.5 million at December 31, 1998
to  $7.3  million  at  September  30,  1999,  due  to  sales  of  non-marketable
investments and the reinvestment of the proceeds into marketable investments.



                                       15
<PAGE>

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

                                                            Investment
       Description of Investment                           (in thousands)
       ------------------------------------------------------------------
       Oil and gas properties                                $ 1,321

       Hotel and motel investments                             2,517

       Investments in undeveloped land                         1,919

       Private companies -- Various industries                 1,515
                                                          ---------------

       Total non-marketable investments                      $ 7,272
                                                          ===============


     The Company has not acquired any new businesses in the first three quarters
of 1999. Instead it has focused on its core and currently owned businesses,  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 lower than expected revenues in several of the
Company's  operating  subsidiaries,  and because the Company's  core  businesses
experienced  losses and negative  cash flow in the quarter  ended  September 30,
1999.

     The Company has  continued  to fund new  subsidiaries  in  anticipation  of
future  revenues.  The Company's  practice of using  available  cash to fund its
subsidiaries,  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.
Due to lower than anticipated  revenues,  the Company's  liquidity situation has
further  deteriorated  in September and October  1999.  The Company has not paid
accounts  payable in a timely  manner and several  creditors  have  commenced or
threatened litigation to obtain payment. As of September 30, 1999, approximately
$ 3.3 million in accounts payable were at least 90 days overdue.

     The  Company  is seeking to resolve  its cash flow  needs,  including  more
strategic focus on its core  competencies in the seminar  segment,  more focused
advertising,  and personnel reductions.* These actions may not, however,  result
in improved  revenues from the seminar  segment,  and may not reduce expenses to
the point that cash flow is significantly improved. Accordingly, there can be no
assurance that the Company's efforts will improve its liquidity situation.

     The Company is also seeking to generate cash for working  capital  purposes
from its  non-marketable  investments  or other  assets.* The Company 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.* 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



                                       16
<PAGE>

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  affect the  Company's  financial
condition or results of operations.*

Results of Operations

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

     Revenue.  Revenue  from  continuing  operations  was $18.7  million for the
quarter  ended  September  30,  1999,  which  was $ 11.9  million  less than the
comparable  quarter in 1998.  Revenues  from  product  sales  increased by $ 2.6
million from $5.2 million in the third  quarter of 1998 to $ 7.8 million  during
the quarter ended  September 30, 1999 primarily due to the  introduction  of new
product titles,  including but not limited to Red Light,  Green Light, Next Step
(the Update), the Wall Street Workshop (the update), and Safety First Investing.
During the same quarter the sales of seminars  decreased  by $14.8  million from
$22.9 million to $8.1 million.  Seminar revenues  decreased in the third quarter
due to reduced  attendance at the Company's  seminars which the Company believes
may be the result of negative publicity, governmental investigations,  unfocused
marketing  efforts,  possible  saturation of the  Company's  seminars in certain
demographic markets, and fears about consumer spending before the year 2000. The
Company has begun to introduce new products, and develop more tailored marketing
efforts to address these problems.*

     Revenue  attributable  to  the  Company's  hotel  operations  increased  by
$330,000 from $821,000 for the quarter ended September 30, 1998 to $ 1.2 million
for the  comparable  quarter in 1999.  This  increase was  primarily  due to the
acquisitions  of the Best Western  McCarran  House in Sparks,  Nevada,  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.  Revenue
in the pager  segment  decreased by $107,000  from $478,000 in the quarter ended
September 30, 1998 to $371,000 for the comparable quarter of 1999. The reduction
in pager revenue resulted primarily from a reduced renewal rates, and lower than
expected  attendance in the seminars segment which is historically the principal
marketing tool for the pager segment.

     Revenue  from the  Company's  travel  segment  increased  by $145,000  from
$538,000  during the  quarter  ended  September  30,  1998 to  $683,000  for the
comparable period of 1999. Revenue from the other segment,  consisting primarily
of the Company's  real estate  development  operations,  retail  bookstores  and
advertising agency, decreased by $461,000 from $1.6 million in the quarter ended
September  30,  1998  to $1.1  million  during  the  comparable  period  of 1999
principally  from  decreased  revenues  in the retail book  stores.  The Company
believes the retail  bookstores'  declining  revenues  resulted from the Company
having no new titles on the best  seller  list and the phasing out of the retail
bookstores in an effort to refocus Company on its core competencies.

     Cost of Revenue.  Cost of revenue for the quarter ended  September 30, 1999
was $7.4 million compared with $11.8 million for the comparable quarter in 1998.
The  decrease in cost of revenues in the  quarter  ended  September  30, 1999 is
primarily due to reduced sales in the seminar and travel segments, and reduction
in overhead.

     Cost of revenue  attributable to the Company's  seminar  segment  decreased
$6.8 million from $11.3 million for the quarter ended September 30, 1998 to $4.5
million for the comparable  quarter ended 1999 primarily due to a  corresponding
reduction in Company  sales,  and  reduction in overhead.  Cost of product sales
increased by $1.0 million from $3.2 million in the quarter  ended  September 30,
1998 to $4.3  million  for  the  comparable  period  of  1999  primarily  due to
increased units sold. Cost of revenue in the hotel segment  increased by $92,000
from  $386,000 for the quarter  ended  September 30, 1998 compared with $478,000
for the quarter ended September 30, 1999 due to the costs associated with needed
hotel renovations.



                                       17
<PAGE>

     The cost of revenue for the pager  services  segment  increased  by $82,000
from  $105,000  for the quarter  ended  September  30, 1998 to $187,000  for the
quarter ended September 30, 1999 due to new product  development costs. The cost
of revenue for the travel service segment decreased from $28,000 to $22,000. The
other  segment cost of revenue  increased  from $900,000 to $1.1 million for the
quarters ended September 30, 1998 and 1999, respectively,  primarily as a result
of  increased  commissions  paid  with  respect  to  the  Company's  advertising
business.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative costs for the quarter ended September 30, 1999 were $13.2 million
compared  with $16.4  million in the  comparable  period in 1998.  Although  the
Company  experienced  an increase in  advertising  costs for the quarter  ending
September  30,  1999,  the  Company  experienced  an offset in the  general  and
administrative expenses as a result of a substantial decrease in overall Company
sales.

     Operating Income. The Company had net operating loss from the quarter ended
September  30, 1999 of $2.0 million,  compared to net  operating  income of $2.3
million for the  comparable  period in 1998.  The reduction in operating  income
resulted  principally  from a  decrease  in net  revenues  without  an equal and
corresponding decrease in over-all costs, the additional expenses related to the
Company's  recently acquired hotel properties and increased  advertising  costs.
Operating income in the seminar segment decreased by $4.0 million from income of
$2.6 million in the quarter  ended  September 30, 1998 to a loss of $1.4 million
in the  quarter  ended  September  30,  1999.  This  decrease  was  attributable
principally  to reduced  attendance  at the  Company's  seminars  and  increased
advertising  costs.  Operating income  attributable to the product sales segment
decreased by $1.2 million from income of $132,000 in the quarter ended September
30, 1998 to loss of $1.0  million in the quarter  ended  September  30, 1999 due
primarily to costs  incurred with the  production of new Company  products,  and
increased advertising costs.

     The Company  realized  operating income in the hotel segment of $711,000 in
the quarter ended September 30, 1999, compared with a gain of $98,000 during the
comparable  period  of 1998 due to  increased  daily  occupancy  rates and local
marketing efforts. In addition, operating income in the travel segment decreased
by $115,00  million from $27,000 for the quarter  ended  September 30, 1998 to a
loss of $88,000 for the  quarter  ended  September  30,  1999  primarily  due to
expenses associated with the installation of a new phone/reservation system, and
production  of new  marketing  pieces.  Operating  income in the  pager  segment
decreased by $104,000 from  $291,000 in the quarter ended  September 30, 1998 to
$187,000 for the quarter ended  September 30, 1999  primarily as a result of the
reduction in sales due to the decease in  attendance  at the  Company's  seminar
segment,  and the cost of developing new products.  The other segment realized a
loss of $58,000 for the quarter ended September 30, 1999 compared with operating
loss of $404,000  during the  comparable  quarter of 1998.  The reduced loss was
primarily due to the fact the Company began phasing out its unprofitable  retail
bookstores in an effort to help the Company focus on its core competencies.

     Other  Income  (Expenses).  Total other income was $678,000 for the quarter
ended  September 30, 1999,  compared  with income of $378,000 in the  comparable
quarter of 1998.  During the  quarter  ended  September  30,  1999,  the Company
experienced  a loss on trading  securities of $41,000.  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  September 30, 1999 also
included  $621,000  license fee from EPI, which was the result of a discontinued
operation in June of 1998.

     Loss before income taxes for the quarter ended  September 30, 1999 was $1.3
million,  compared with income of $2.7 million in the comparable period in 1998.
This net loss before income taxes and discontinued operations resulted in income
tax benefit for the quarter  ended  September 30, 1999 in the amount of $444,000
and a tax expense for the quarter  September 30, 1998 of $960,000.  Income taxes
are based on the applicable prevailing statutory rates.



                                       18
<PAGE>

Nine Months  Ended  September  30,  1999  Compared  with the Nine  Months  Ended
September 30, 1998

     Revenue.  Revenue from continuing operations was $70.7 million for the nine
months ended  September  30, 1999  compared to $88.4 million for the nine months
ended  September 30, 1998.  Revenues  from product sales  increased by $2.5 from
$18.1 million during the nine months ended 1998 compared to $20.6 million during
nine months ended  September  30,  1999.  During the same period  seminar  sales
decreased  by $19.4  million  from $62.4  million to $43  million.  The  Company
believes  that the  decline  in  seminar  revenue  may have been  influenced  by
negative  press  publicity,  governmental  investigations,  unfocused  marketing
efforts,  possible  saturation of the Company's seminars in certain  demographic
markets, and fears about consumer spending before the year 2000.

     Revenue  attributable to the Company's hotel  operations  increased by $1.3
from $1.7 for the nine months ended  September  30, 1998 to $3.0 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 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.  Revenue in the
pager  segment  decreased  by $1.3  million from $2.6 million in the nine months
ended  September  30,  1998 to $1.3  for the  comparable  period  of  1999.  The
reduction in pager revenue resulted  primarily from reduced renewal rates, lower
than expected  attendance  in the seminars  segment  which is  historically  the
principle marketing tool for the pager segment.

     Revenue from the Company's  travel segment  increased by $100,000 from $1.8
million during the nine months ended  September 30, 1998 to $1.9 million for the
comparable  period  of 1999.  The other  segment,  consisting  primarily  of the
Company's retail  bookstores and advertising  agency,  decreased by $2.7 million
from $6.9  million in the nine months ended  September  30, 1998 to $4.2 million
during  the  comparable  period  of 1999  principally  from  decreased  business
activities  by  SHI,  a  real  estate  subsidiary  of  the  Company,   decreased
advertising by WCSI, and decreased  revenues in the retail book stores which the
Company  believes is the result having no new titles on the bestseller list, and
the phasing out of the retail  bookstores in an effort to refocus the Company on
its core competencies.

     Cost of Revenue.  Cost of revenue for the nine months ended  September  30,
1999 was $31.1 million compared with $34.1 million for the comparable  period in
1998.  The decrease in cost of revenues for the nine months ended  September 30,
1999 is due to reduced sales in the seminar and travel segments, and a reduction
in overhead.

     Cost of revenue  attributable to the Company's  seminar  segment  decreased
$7.2 from $26.0  million for the nine months ended  September  30, 1998 to $18.8
million  for  the  comparable  nine  months  ended  1999  primarily  due  to the
implementation  of cost controls,  more efficient use of existing  inventory,  a
reduction in Company sales,  and a reduction in overhead.  Cost of product sales
increased by $3.1  million from $8.0 million in the nine months ended  September
30, 1998 to $11.1  million for the  comparable  period of 1999  primarily due to
write-offs of obsolete  inventory and increased  units sold.  Cost of revenue in
the hotel segment  increased by $373,000 from $812,000 for the nine months ended
September  30,  1998  compared  with  $1.2  million  for the nine  months  ended
September 30, 1999 due to increased  ownership  percentages in hotel properties,
additional capital calls, interest expenses on the financing for the hotels, and
the costs associated with needed hotel renovations.

     The cost of revenue for pager  services  segment  decreased by $98,000 from
$375,000 for the nine months ended  September  30, 1998 to $277,000 for the nine
months ended September 30, 1999 due to reduced renewal rates for sales and pager
subscriptions,  better  contract  prices  with  suppliers,  and  a  decrease  in
personnel.  However,  the  decrease  was offset in the third  quarter due to new
product  development  costs.  The cost of  revenue  for travel  service  segment
decreased  from $61,000 to $37,000 The other  segment cost of revenue  decreased
from $5.2 million to $3.1 million for the nine months ended  September  30, 1998
and 1999,  respectively,  primarily  because of a corresponding  decrease in the
revenue in this segment.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the nine months  ended  September  30, 1999 were $42.1
million compared with $50.0 million in the comparable  period in 1998.  Although
the Company  experienced an increase in advertising costs for the quarter ending
September  30,  1999,  the  Company  experienced  an offset in the  general  and
administrative expenses as a result of a substantial decrease in overall Company
sales.



                                       19
<PAGE>

     Operating  Income.  The Company had net operating  loss for the nine months
ended  September 30, 1999 of $2.6 million,  compared to net operating  income of
$4.4  million for the  comparable  period in 1998.  The  reduction  in operating
income resulted principally from a decrease in net revenues without an equal and
corresponding decrease in over-all costs, the additional expenses related to the
Company's  recently acquired hotel properties and increased  advertising  costs.
Operating income in the seminar segment decreased by $4.6 million from income of
$3.2 million in the nine months ended September 30, 1998 to loss of $1.4 million
in the nine months ended  September  30, 1999.  This  decrease was  attributable
principally  to reduced  attendance  at the  Company's  seminars  and  increased
advertising  costs.  Operating income  attributable to the product sales segment
decreased  by $1.9  million  from income of  $336,000  in the nine months  ended
September  30, 1998 to loss of $1.6 million in the nine months  ended  September
30,  1999  primarily  as a  result  of  primarily  to  costs  incurred  with the
production of new Company products, and increased advertising costs.

     The Company  realized a income in the hotel segment of $238,000 in the nine
months  ended  September  30,1999,  compared  with a gain of $82,000  during the
comparable  period  of 1998 due  increased  daily  occupancy  rates,  and  local
marketing efforts. In addition, operating income in the travel segment decreased
by $199,000  from  $286,000  for the nine  months  ended  September  30, 1998 to
$87,000 for the nine months ended  September 30, 1999  primarily due to expenses
associated  with  the  installation  of  a  new  phone/reservation  system,  and
production  of new  marketing  pieces.  Operating  income in the  pager  segment
decreased by $964,000  from $1.8 million in the nine months ended  September 30,
1998 to $835,000 for the nine months ended September 30, 1999 primarily due to a
decrease in renewal rates, a result of the reduction in sales due to the decease
in attendance at the Company's  seminar segment,  and the cost of developing new
products.  The other  segment  realized a loss of  $661,000  for the nine months
ended  September 30, 1999 compared with  operating  loss of $251,000  during the
comparable  period of 1998 primarily  because of a decrease in over-all  revenue
and  an  increase  in  the  commissions  paid  with  respect  to  the  Company's
advertising business.

     Other Income  (Expenses).  Total other income was $3.0 million for the nine
months ended September 30, 1999, compared with $795,000 in the comparable period
of  1998.  During  the  nine  months  ended  September  30,  1999,  the  Company
experienced  a gain on trading  securities  of  $547,000  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 nine months  ended
September 30, 1999 also included  $2.4 million  license fee from EPI,  which was
the result of a discontinued operation in June of 1998.

     Income before income taxes for the nine months ended September 30, 1999 was
$379,000  compared to income of $5.2 million in the  comparable  period in 1998.
This net income  before  income taxes and  discontinued  operations  resulted in
income tax  expense of  $165,000  and $1.8  million  for the nine  months  ended
September  30,  1999 and  1998,  respectively.  Income  taxes  are  based on the
applicable  prevailing  statutory rates due to the fact the Company did not have
any new titles on the best seller list and the Company commenced phasing out its
retail  bookstores  in  an  effort  to  help  the  Company  focus  on  its  core
competencies.


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.



                                       20
<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:

     Michael Glover and MMD Investments  Limited Partnership v. Wade Bruce Cook,
Wade Cook Seminars,  Inc, Wade Cook Financial  Corporation,  et al. On September
14th, 1999,  Michael Glover and MMD Investments (the "plaintiff")  filed suit in
the 11th  Judicial  District  Court of San Juan  County New Mexico  against  the
Company.  The complaint  alleges that Wade B. Cook and the Company  violated the
New Mexico Unfair  Practices Act sections 57-12-1 et seq. through the commission
of  fraud;   civil  conspiracy,   civil  aiding  and  abetting,   and  negligent
misrepresentation.  The Plaintiffs allege that they have suffered actual damages
of approximately  $204,000, and in addition to demanding such actual damages are
seeking  treble  damages,  attorney  fees,  and exemplary  damages.  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  determined  the impact on its
financial statements and has not made provisions for losses, if any.

     Stuart E. Mac  Gregor,  II vs.  Wade B.  Cook,  Wade Cook  Seminars,  Inc.,
Information Quest, Inc. and Wade Cook Financial Corporation.  On September 21st,
1999,  Mr. Stuart Mac Gregor filed suit in the Superior  Court of Washington for
King County  against Mr. Cook and the Company.  The  complaint  alleges that Mr.
Cook  and  the  Company  committed  negligent   misrepresentation,   fraud,  and
conspiracy  to commit fraud in selling  products and services to Mr. Mac Gregor.
Mr. Mac Gregor seeks approximately $54,000 in actual and consequential  damages,
and also requests  exemplary damages in the matter. 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  determined  the  impact  on its  financial
statements and has not made provisions for losses, if any.

     Vendor  suits.  During the third  quarter,  three vendors  commenced  legal
proceedings  against the  Company to collect  delinquent  payment for  services.
Collectively,  the dollar amount sought by such vendors totals $197,930.55.  The
Company is currently assessing its options in this matter.

     Federal Trade  Commission.  On September 16, 1999  representatives  of Wade
Cook  Seminars  met with staff of the  Federal  Trade  Commission  ("FTC").  The
meeting  was called to discuss  alleged  acts by Wade Cook  Seminars,  Inc.  and
others of various provisions of federal consumer laws, namely provisions dealing
with unfair and  deceptive  trade  practices.  Since that time,  the FTC has had
several meetings with the Company, and no formal action has been filed. Although
no action has been taken to date,  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
FTC*

     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. On September 7, 1999, the Company brought suit against
Deborah  Bortner  and Rex  Staples,  solely  in  their  official  capacities  as
employees of the Department of Financial  Institutions,  Securities Division, of
the State of Washington,  for declaratory and injunctive  relief.  The Company's
complaint  asks that the Court  find that the  Company  does not  qualify  as an
"Investment  Advisor"  under  RCW  21.200.5(6)  and thus is not  subject  to the
Securities Division's  jurisdiction.  In the alternative if the Court finds that
the Company is an



                                       21
<PAGE>

"Investment  Advisor" under RCW 21.200.005(6),  said complaint asks the court to
rule that the provisions of RCW 21.20 et seq. violate the Company's  federal and
state constitutional rights of free speech, and freedom of publication. 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 10 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 action has been  taken,  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.*

     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.   Trial,  originally
scheduled  for  September  1999,  has been  rescheduled  for March of 2000.  The
Company has responded to Plaintiff's  discovery  requests,  and will be filing a
summary  judgement on several of the issues involved.  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.

     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. Mediation had been set to take place on October 5th, 1999, however, the
Company has decided to forgo a mediated settlement. 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 September  14, 1999,  the Company  issued 28,900 shares of the Company's
Common Stock to designated  employees and independent  contractors.  Shares were
received  by a total of 578  person  with  each  person  receiving  50 shares of
Company  Common  Stock.  The Board of  Directors  granted  said bonus  shares on
December 14th,  1998.  The shares were validly issued  pursuant to the filing of
the Form S-8 on September 14, 1999 with the Securities and Exchange Commission.

Item 3.  Defaults Upon Senior Securities.

     None.



                                       22
<PAGE>

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

     None.

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 has
assessed  both the  readiness of its  internal  computer  systems,  software and
embedded  chips for handling  the year 2000.  The Company has  identified  those
internal systems, software, and embedded chips which are year 2000 compliant and
those that are not. The Company  expects to implement  successfully  any systems
and  programming  changes  necessary to address  year 2000 issues,  and does not
believe  that the  costs 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 beginning to assess the
possible  effects on the  Company's  operations  of the year 2000  readiness  of
various  wholly owned  subsidiaries  other than Wade Cook  Seminars,  Inc.,  key
suppliers  and other  vendors.*  The  Company's  reliance  on its  subsidiaries,
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 affect 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 third  quarter of 1999.*  The  projected
costs of such upgrades is projected at $2,500 to $7,000.

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.

Wholly Owned Subsidiaries

     The Company's  business  operations  are, to some extent,  dependent on the
year  2000  readiness  of  infrastructure  of  its  wholly  owned   subsidiaries
including,  but not limited to Lighthouse  Publishing  Group,  Inc.,  Left Coast
Advertising,  Inc., Origin Book Sales, Inc., Gold Leaf Press, Inc.,  Information
Quest, Inc., American  Newsletter,  Inc., Get Ahead Book Stores, Inc., Worldwide
Publishers,   Inc.,  Ideal  Travel



                                       23
<PAGE>

Concepts  International,  Inc.,  Bountiful  Investment Group,  Inc., and Quantum
Marketing,  Inc. In this environment,  there will likely be instances of failure
that could cause disruptions in business  processes.* The Company has determined
that the accounting software used by Worldwide Publishers, Inc. is not Year 2000
compliant.  The  likelihood  and total  effects of  failures  in  infrastructure
systems,  internal  software,  and the  supply  chain of the  Company's  various
subsidiaries cannot be estimated at this time. Currently,  Ideal Travel Concepts
International,  Inc., the only Company  subsidiary having been assessed for year
2000 readiness, is year 2000 compliant.

Costs

     The Company does not believe that the total cost of the Company's year 2000
plan with regard to Wade Cook  Financial  Corporation  and Wade Cook Seminars 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 fourth  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.

Wade Cook Seminars, Inc renamed Stock Market Institute of Learning, Inc.

     On October 27, 1999, the Company  officially  changed the name of Wade Cook
Seminars,  Inc.  ("WCSI"),  a wholly owned  subsidiary of the Company,  to Stock
Market Institute of Learning, Inc. WCSI conducts educational investment seminars
and produces and sells video and audio tapes, books and other written materials,
and is the  Company's  principle  source of  revenues.  The  purpose of the name
change was to better reflect the teachings and objectives of the Company.

Moneyworks Seminars, Inc.

     On September 2, 1999, the Company filed Articles of Incorporation  with the
State of Nevada for Moneyworks  Seminars,  Inc.  ("Moneyworks").  Moneyworks,  a
wholly owned subsidiary of the Company,  is a corporation which will be involved
in  presenting  seminars  targeted  at  educating  beginners  in the  investment
market.*  The  events  presented  by  Moneyworks  are  intended  as a primer for
students who will later attend more in-depth  Company  seminars such as the Wall
Street Workshop.*

Lay-Off of Employees.

     During  and  subsequent  to the third  quarter,  the  Company  laid-off  34
employee  positions in addition to normal  attrition.  The intent of the lay-off
was to reduce the Company's payroll and thereby ease recent  constraints on cash
flow and  liquidity.  In  connection  with the  lay-offs,  the Company also took
measures to reduce specific employee salaries.

Resignation of Company Directors.

     During the months of October and November the Company received resignations
from two members of the Board of Directors.  The following  members of the Board
of Directors tendered their resignations: Gregory Maxwell on October 28th, 1999,
and John Lang on November 2, 1999.



                                    24
<PAGE>

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

(a)      Exhibits

         Exhibit Number             Description
         --------------             -----------
         3.3                        Certificate of Amendment of Articles of
                                    Incorporation dated June 2, 1999

         27.1                       Financial Data Schedule

(b)      Reports on Form 8-K

         None



                                       25
<PAGE>

                                   SIGNATURES


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

                                          WADE COOK FINANCIAL CORPORATION



November 11, 1999                         /s/ Wade B. Cook
                                          -------------------------------------
                                          Wade B. Cook, Chief Executive Officer

November 11, 1999                         /s/ Richard Smith
                                          -------------------------------------
                                          Richard Smith, Chief Financial Officer



<PAGE>


                                  EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

3.3                        Certificate of Amendment of Articles of
                           Incorporation dated June 2, 1999

27.1                       Financial Data Schedule