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

                                    FORM 10-Q

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

     For the quarterly period ended June 30, 2001

                                       OR

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

     For the transition period from _______________ to __________________

                        Commission file number: 000-29342

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

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

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

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

Indicate by check mark whether the  registrant  (1) has filed all  documents and
reports  required to be filed by section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

The number of outstanding  shares of the registrant's  common stock,  $0.001 par
value, as of June 30, 2001 was 63,608,948 shares.


<PAGE>

                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

                                                                           Page

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


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

         Condensed Consolidated Balance sheets
           as of December 31, 2000 and June 30, 2001.........................1

         Condensed Consolidated Statements of Operations
           for the three months ended June 30, 2000 and 2001
           and the six months ended June 30, 2000 and 2001...................3

         Condensed Consolidated Statements of Cash Flows
           for the six months ended June 30, 2000 and 2001...................4

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


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..............................................17


Item 3.  Defaults Upon Senior Securities....................................17


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...................................19

Signatures..................................................................23



                                       i

<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements

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

<TABLE>
(in thousands)                                                   June 30, 2001            December 31, 2000
                                                                ---------------           -----------------
<S>                                                               <C>                         <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                     $      343                  $     980
    Marketable securities                                                322                        183
    Receivables, trade                                                 1,684                      2,165
    Inventory                                                          1,797                      1,915
    Notes receivables, Employees, Current Portion                        168                        118
    Receivables, related parties                                         131                        130
    Deferred tax assets                                                1,317                      1,091
    Income tax refund receivable                                       1,795                      1,795
    Prepaid                                                              118                         97
                                                                ---------------           -----------------
  Total current assets                                                 7,675                      8,474
                                                                ---------------           -----------------
  Property, plant and equipment, net of depreciation                   8,047                      9,409
                                                                ---------------           -----------------
  Goodwill, net of amortization                                        1,923                      2,002
                                                                ---------------           -----------------
  Other assets:
  Other investments                                                    5,598                      5,305
  Deposits                                                               100                        100
  Notes receivable - employees                                         1,587                      1,639
  Notes receivable                                                     2,050                      2,050
                                                                ---------------           -----------------
  Total other assets                                                   9,235                      9,094
                                                                ---------------           -----------------
Total assets                                                        $ 26,980                 $   28,979
                                                                ===============           =================
</TABLE>



                                       1
<PAGE>

<TABLE>
(in thousands)                                                   June 30, 2001            December 31, 2000
                                                                ---------------           -----------------
<S>                                                               <C>                         <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                    153                        564
    Accounts payable and accrued expenses                              4,904                      6,514
    Margin loans in investment accounts                                   77                         36
    Payroll and other accrued taxes                                      229                        291
    Accrued income taxes                                                   3                          3
    Deferred revenue                                                   1,466                      2,051
    Payables, related parties                                            282                        344
                                                                ---------------           -----------------
    Total current liabilities                                          7,114                      9,803

Long-term liabilities:
Due to related parties long-term                                       2,710                      2,045
Long-term debt                                                         3,449                      3,278
Deferred revenue                                                         389                        146
                                                                ---------------           -----------------
Total long-term liabilities                                            6,548                      5,469

Total liabilities                                                     13,662                     15,272
                                                                ---------------           -----------------
Minority interest                                                        417                        410
                                                                ---------------           -----------------
Shareholders' Equity
    Preferred stock                                                        -                          -
    Common stock                                                          63                         64
    Paid-in capital                                                    4,845                      4,845
    Prepaid advertising                                                 (170)                      (170)
    Unearned Compensation                                                  -                          -
    Retained Earnings                                                  8,790                      9,145
                                                                ---------------           -----------------
                                                                      13,528                     13,884

  Less: common stock in treasury at cost:                               (627)                      (587)
                                                                ---------------           -----------------
Total shareholders' equity                                            12,885                     13,297
                                                                ---------------           -----------------
Total liabilities, minority interest, and stockholders'
  Equity                                                         $    26,980                 $   28,979
                                                                ===============           =================
</TABLE>



                                       2
<PAGE>

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

<TABLE>
                                               For the Three Months Ended                   For the Six Months Ended
                                          ------------------------------------       -------------------------------------
(in thousands, except per share data)      June 30, 2001        June 30, 2000         June 30, 2001         June 30, 2000
                                          ---------------      ---------------       ---------------       ---------------
<S>                                         <C>                  <C>                   <C>                   <C>
 Revenue, net of returns and discounts      $    10,395          $   15,774            $  22,672             $   34,921
                                          ---------------      ---------------       ---------------       ---------------
 Costs and expenses:
   Cost of revenue                                3,780               4,769                8,688                 11,205
   Selling, general and administrative            6,859              11,732               14,570                 24,330
                                          ---------------      ---------------       ---------------       ---------------
 Total operating costs                           10,639              16,501               23,258                 35,535
                                          ---------------      ---------------       ---------------       ---------------
 Income from operations                            (244)               (727)                (586)                  (614)
                                          ---------------      ---------------       ---------------       ---------------
 Other income (expense):
   Interest and dividends                            57                  70                  119                    121
 Gain (loss) on Marketable securities              (181)             (1,652)                (860)                (1,437)
 Interest expense                                  (127)               (165)                (236)                  (227)
 Gain (loss) on Non-Marketable                                           21                  190)                    54
 securities                                        (190)
   Other                                            479                 364                1,180                    787
                                          ---------------      ---------------       ---------------       ---------------
 Total other income (expenses)                       38              (1,362)                  13                   (702)
                                          ---------------      ---------------       ---------------       ---------------
 Income before income taxes                        (206)             (2,089)                (573)                (1,316)
                                          ---------------      ---------------       ---------------       ---------------
 Provision for income taxes (tax                    (79)               (866)                (226)                  (639)
 benefits)

 Minority Interest                                    3                   -                    7                      3
                                          ---------------      ---------------       ---------------       ---------------
 Income from continuing operations          $      (130)         $   (1,223)           $    (354)            $     (680)
                                          ---------------      ---------------       ---------------       ---------------
 Net income                                 $      (130)         $   (1,223)           $    (354)            $     (680)
                                          ===============      ===============       ===============       ===============
 Earnings per share
   Income from continuing operations        $         0          $        0            $       0             $        0
   Income from discontinuing operations               0                   0                    0                      0
   Income during phase-out period                     0                   0                    0                      0
                                          ---------------      ---------------       ---------------       ---------------
 Net income                                 $         -          $        -            $       -             $        -
                                          ===============      ===============       ===============       ===============
 Weighted average number of shares                                   64,064                                      64,064
</TABLE>



                                       3
<PAGE>

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



<TABLE>

                                                                   Six Months Ended
                                                       ----------------------------------------
(in thousands)                                          June 30, 2001            June 30, 2000
                                                       ---------------          ---------------

<S>                                                     <C>                       <C>
Cash provided by (used in) operations                   $   (1,726)               $    (403)


 Cash provided by (used in) investing activities               663                   (1,354)


Cash used in financing activities:
     Net (payments) borrowings                                 426                      (22)
                                                      ---------------          ---------------

Net increase (decrease) in cash                         $     (537)               $  (1,779)
                                                      ===============          ===============


</TABLE>




                                       4
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                  June 30, 2001


1.   Basis for Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     six-month period ended June 30, 2001 are not necessarily  indicative of the
     results  that may be expected for the year ending  December  31, 2001.  For
     further  information,  refer to "Factors  Affecting Future Results," and to
     the financial  statements and footnotes  thereto  included in the Company's
     Annual Report on Form 10-K for the year ended December 31, 2000.

2.   Earnings per Share

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

3.   Licensing Arrangement

     In June of 1999, the five year licensing  agreement was mutually terminated
     by  the  parties  and  the  Company  entered  into  a  temporary  licensing
     arrangement  with  Anderson  Law Group P.S.  ("ALG").  Under the  temporary
     licensing  arrangement,  the  Company  receives  payments  in the  form  of
     marketing fees equal to 35% of AGL's gross  proceeds from select  services.
     During the first six months of 2001,  the  Company  received  approximately
     $650,000 in marketing fees from ALG.

4.   Contingencies

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

5.   Segment Reporting

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



                                       5
<PAGE>
     operating  segments,  based on the  approach  that  management  utilizes to
     organize the segments for management reporting and decision making.

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

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

<TABLE>
     (in thousands)                                   2001                   2000
                                                 ---------------        ---------------
<S>                                                <C>                      <C>
     Net revenues and sales
     ----------------------
          Seminars                                 $  8,383                 $12,973
          Product sales                               1,442                   2,624
          Pager service                                 292                     188
          Travel service                                333                     450
          Other                                         487                     641
          Less: inter-company sales                    (542)                 (1,102)
                                                 ---------------        ---------------
                                                    $10,395                 $15,774
                                                 ===============        ===============
     Cost of sales
     -------------
          Seminars                                  $ 2,745                 $4,144
          Product sales                                 501                  1,141
          Pager service                                  92                     87
          Travel service                                  2                      -
          Other                                         517                    394
          Less: inter-company sales                     (77)                  (997)
                                                 ---------------        ---------------
                                                    $ 3,780                 $4,769
                                                 ===============        ===============
     Operating income
     ----------------
          Seminars                                  $  (337)                $ (310)
          Product sales                                  24                   (332)
          Pager service                                 199                     25
          Travel service                                (55)                   (78)
          Other                                         (64)                   (31)
          Less: inter-company sales                     (12)                     -
                                                 ---------------        ---------------
                                                    $  (245)                $ (727)
                                                 ===============        ===============
</TABLE>



                                       6
<PAGE>
     Information  on the  Company's  business  segments for the six months ended
     June 30,

<TABLE>
     (in thousands)                                   2001                   2000
                                                 ---------------        ---------------
<S>                                                 <C>                    <C>
     Net revenues and sales
     ----------------------
          Seminars                                  $18,409                $28,421
          Product sales                               2,965                  5,266
          Pager service                                 631                    526
          Travel service                                762                  1,134
          Other                                       1,368                  1,407
          Less: inter-company sales                  (1,463)                (1,833)
                                                 ---------------        ---------------
                                                    $22,672                $34,921
                                                 ===============        ===============
     Cost of sales
     -------------
          Seminars                                  $ 6,224                $ 9,314
          Product sales                               1,260                  2,523
          Pager service                                 145                    197
          Travel service                                  2                      -
          Other                                       1,159                    862
          Less: inter-company sales                    (102)                (1,691)
                                                 ---------------        ---------------
                                                    $ 8,688                $11,205
                                                 ===============        ===============
     Operating income
     ----------------
          Seminars                                  $  (848)               $  (231)
          Product sales                                (293)                  (396)
          Pager service                                 421                    132
          Travel service                                 45                    (12)
          Other                                         115                    (37)
          Less: inter-company sales                     (27)                   (70)
                                                 ---------------        ---------------
                                                    $  (587)               $  (614)
                                                 ===============        ===============
     Net Identifiable assets
     -----------------------
          Seminars                                  $     -                $     -
          Product sales                                  82                  1,082
          Pager service                                 510                    743
          Travel service                                 24                    156
           Other                                          8                  1,350
                                                 ---------------        ---------------
     Segmented assets                                   624                  3,331
     Corporate assets                                 7,423                  4,832
                                                 ---------------        ---------------
          Total identifiable assets                 $ 8,047                $ 8,163
                                                 ---------------        ---------------
</TABLE>



                                       7
<PAGE>
6.   Other Events

     Earthquake and Flooding  Damage.  On February 28, 2001, an earthquake  (the
     "Earthquake") measuring 6.8 on the Richter scale struck Western Washington.
     In concert with the earthquake,  Wade Cook Financial Corporation's ("WCFC")
     corporate   headquarters   (the   "Headquarters"),   located  in   Seattle,
     Washington,  experienced  severe localized  flooding (the "Flooding").  The
     Headquarters  is home to WCFC,  as well as the Stock  Market  Institute  of
     Learning, Inc. ("SMILe"), Lighthouse Publishing Group, Inc. ("Lighthouse"),
     and Information  Quest, Inc. ("IQ"), all wholly owned subsidiaries of WCFC.
     Collectively SMILe,  Lighthouse,  and IQ account for the majority of WCFC's
     annual  revenues.  The  combination  of the Earthquake and the Flooding has
     caused the Company to  significantly  reduce  operations,  and rendered one
     half of the Headquarters  temporarily  unusable.  It is not presently known
     when the Company will again be fully  operational.  The inability to resume
     full  operations  has caused and  continues  to cause the Company to lose a
     significant  amount of revenue,  as well as the attendant  loss of profits,
     and to incur  substantial  continuing  and extra  expenses.  As of June 30,
     2001,  the Company  was unable to  accurately  estimate  the extent of full
     property damage,  lost profits,  loss of goodwill,  and associated expenses
     incurred on account of the  Earthquake and the Flooding.  However,  initial
     estimates of damage to the Headquarters and related furniture, fixtures and
     inventory  indicate  that the repair,  reconstruction,  and/or  replacement
     costs for these items may equal or exceed $4,600,000.




                                       8
<PAGE>
Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Note Regarding Forward Looking Information

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects," "believe," "believes," "plan" "plans,"  "anticipate,"  "anticipates,"
"is  anticipated,"  or stating that certain  actions,  events or results "will,"
"may," "should," or "can" be taken,  occur or be achieved) are not statements of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on expectations, estimates and projections of the Company's
management  at the time the  statements  are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially from those  anticipated by the Company.  Such risks and uncertainties
include,  but are not limited to, the Company's  working capital  deficiency and
liquidity constraints, the effects of the Company's noncompliance with Form 10-K
filing requirements,  the effect that volatility in the stock market may have on
the interest of customers in the Company's  seminars,  products and services and
on the Company's own investments, the level of resources that may be required by
the Company's consumer redress program, the Company's continuing compliance with
state and federal agreements,  the Company's ability to manage its growth and to
integrate  recent  acquisitions,  fluctuations  in the  commercial  real  estate
market,  the  influence on the  management  of the Company by Wade B. Cook,  the
Company's  Chief  Executive  Officer ("Mr.  Cook"),  the  possibility of adverse
outcomes in pending or threatened  litigation and actions involving the Company,
consequences  associated with the Company's policy of committing  available cash
to  additional  investments,  lack of  liquidity in the  Company's  investments,
damage and disruption to operations  caused by the February 28, 2001  earthquake
and  flooding,  and other  risks and  uncertainties  discussed  herein and those
detailed in the Company's other  Securities and Exchange  Commission (the "SEC")
filings.  Investors are cautioned not to place undue reliance on forward-looking
statements,  which reflect management's  analysis,  estimates and opinions as of
the date hereof. The Company undertakes no obligation to update  forward-looking
statements if  circumstances,  or management's  analysis,  estimates or opinions
should change.  For the convenience of the reader,  the Company has attempted to
identify  forward-looking  statements  contained in this report with an asterisk
(*). However,  the omission of an asterisk should not be presumed to mean that a
statement is not a  forward-looking  statement within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act.

General

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

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

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

     Also in August 1997,  the Company  acquired an aggregate of 769,231  shares
(approximately 5.1%) of the common stock of Interjet Net Corporation  ("Interjet
Net"), a wireless,  high speed Internet  access  provider,  for a total purchase
price of  $1,500,000.  Interjet Net  subsequently  changed its name to Broadband
Vision, Inc. ("Broadband Vision").  In 1999 and 2000,


                                       9
<PAGE>
the Company  sold nearly all shares in that  company,  and used the  proceeds to
fund more recent stock acquisitions and to pay various operational expenses. The
proceeds  from the sale of this stock  during  1999 and 2000 were  approximately
$3,177,000 and $313,000 respectively. The Company continues to hold 1,000 shares
of Broadband Vision common stock.

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

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

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

Investments

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

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

     The Company retains minority interests in the Hampton  Inn/Fairfield Inn in
Murray,  UT, and the Woods Cross  Fairfield Inn in Woods Cross,  UT. The Company
sold its  interest  in the Park City  Hampton Inn and Suites in June of 2001 for
$72,000.  The minority  interests,  which are 12% and 7% respectively,  are held
through the Company's ownership interest in Western States Lodging.


                                       10
<PAGE>
Liquidity and Capital Resources

     At June 30, 2001, the Company had current assets and current liabilities in
the  amounts of $7.7  million and $7.1  million,  respectively,  resulting  in a
working capital surplus of $600,000. The working capital deficit at December 31,
2000 was $1.3 million.  The primary reason for the improvement was the Company's
continued reduction in accounts payable, lower deferred revenues,  reductions in
the current  portion of  long-term  debt,  and reduced  payroll and other taxes.
Accounts  receivable,  under  Company's  current assets,  include  approximately
$700,000 in receivables  related to insurance  proceeds that the Company expects
in  satisfaction  of  expenditures  made by the Company to repair its  corporate
headquarters  after  the  February  28,  2001  earthquake  that  struck  western
Washington.  Current  liabilities  at June 30,  2001  include  $1.5  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 online service.  The Company has not made estimated tax
payments  with  respect to the year 2001 income  taxes,  but does not  presently
expect income taxes to accrue.

     At June 30, 2001, the Company had payables to related parties in the amount
of $300,000, which primarily represents royalties owed to Mr. Cook.

     The  market  value of the  Company's  marketable  securities  increased  by
$100,000  from  $200,000 at December 31, 2000 to $300,000 at June 30, 2001,  due
primarily to a general upturn in the securities markets.  Inventory decreased by
$100,000 from $1.9 million at December 31, 2000 to $1.8 million at June 30, 2001
primarily as a result of increased reliance by the Company on existing inventory
stocks to meet the  Company's  current  administrative  and retail  sales needs.
Company inventory includes tapes, cassettes,  manuals and books published by the
Company, various related marketing materials, supplies and other assorted items.
At June 30, 2001 the Company also had current  receivables  from related parties
in the amount of $100,000  consisting  primarily of term loans to employees  and
directors, the majority of which are secured by mortgages on real property.

     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 marketing  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. As of June 30,  2001,  the Company
had received approximately $650,000 from this arrangement.

     Other  investments  increased by $300,000 from $5.3 million at December 31,
2000 to $5.6 million at June 30, 2001, due primarily to progress and development
of commercial  residential housing lots under construction in Western Washington
by Brookhaven Homes,  a.k.a.  Sherlock Home Builders,  LP, a limited partnership
affiliated  with  the  Company.  Increases  in  the  value  of  "Investments  in
undeveloped  land" under Other  Investments,  as presented below, were partially
offset by the Company's  interest of a minority  hotel interest in the Park City
Hampton Inn and Suites. The minority interest sold for $72,000 and was valued at
$261,000.

     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                                2,466

        Private companies -- Various industries                        1,840
                                                               -------------
        Total non-marketable investments                              $5,598
                                                               ==============


                                       11
<PAGE>
     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.  The Company continues
to focus resources on its core and currently owned businesses,  the repayment of
debt,  and  the  repair  of  the  Company's  headquarters  located  in  Seattle,
Washington  that was damaged by recent  earthquake and flooding  activity.  Cash
flow has  increased in recent  periods  from $(1.8)  million at June 30, 2000 to
$(500,000) at June 30, 2001.  This increase is principally  due to cash provided
by financing and invested activities.

     Cash  used  in  operations,  which  has  historically  been  the  Company's
principal  source of cash for working  capital,  was $(1.7)  million for the six
months ended June 30, 2001, as compared to  $(400,000) as of June 30, 2000.  The
increase in the Company's use of cash in operations is primarily attributable to
payment of approximately $1.3 million in Company account payables since December
31, 2001, and extra expenses  associated  with the February 28, 2001  earthquake
and flooding.  The Company  anticipates that expenses associated with earthquake
and  flooding  damage,  as well as  attendant  lost  profits,  will  continue to
adversely affect cash provided by operations in future periods. Cash provided by
investing activities was $600,000 at June 30, 2001 compared to $(1.4) million at
June 30, 2000.  This change is primarily  attributable  to the sale of a Company
owned building in Tacoma,  Washington during the first quarter of 2001. However,
gains made on the sale of the Tacoma building have been partially  offset in the
second  quarter  by losses  booked  with  respect  to the sale of the  Company's
minority interest in the Park Hampton Inn and Suites.

     Cash  provided  by  financing  activities  was  $400,000  at June 30,  2001
compared to $(22,000) at June 30, 2000. The principal reason for the increase in
cash  provided by  financing  activities  is due to  long-term  borrowing by the
Company  to pay for  current  repair  and  restoration  expenses  related to the
February 28, 2001  earthquake  and flooding.  The Company  secured a loan in the
amount  of  $700,000  on May 30,  2001  in an  effort  to  continue  repair  and
restoration  with  respect  to the  Company's  corporate  headquarters  recently
damaged by earthquake  and  flooding.  This  financing  was secured  because the
Company's commercial property insurer,  Caliber One Indemnity Company, failed to
disperse adequate proceeds to facilitate the necessary repairs during the second
quarter.  The loan,  classified as long-term debt on the Company's  consolidated
balance sheet, is payable in one balloon payment due December 1, 2002.  Interest
is due and  payable  monthly  commencing  July 1, 2001 at a rate of 6% per annum
above the then  applicable  monthly  prime lending rate  established  by Bank of
America for commercial loans in the Seattle area.

     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  payables  and  certain  customer
obligations  in a timely manner.  However,  as of June 30, 2001, the Company had
approximately  $4.9 million in accounts payable, a decrease of $1.6 million from
the $6.5 million in accounts payable due as of December 31, 2000.

     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.*

     In the wake of the February 28, 2001 earthquake,  the Company has commenced
the repair and reconstruction of damaged portions of its corporate headquarters.
As of June 30, 2001,  the Company had incurred costs relating to this repair and
reconstruction  of  approximately   $800,000.   The  Company  expects  to  incur
additional costs in the future as the restoration process is completed.

     The Company is party to a number of 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 these pending  proceedings 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


                                       12
<PAGE>
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.*

     Historically,  revenues from Company's  Seminar and Products Sales segments
have  tended to be slower in the  month of  August  than in other  months.  As a
result,  the Company has  reduced the  over-all  number of seminars it will hold
during the month of August by approximately  one half in an effort to reduce the
over-all  costs and  expenses  during the same  period.  The Company has not yet
decided whether this seasonal slow down shall become a permanent  feature of the
Company's business plan.

Results of Operations

Three Months Ended June 30, 2001  Compared  with the Three Months Ended June 30,
2000

     Revenue.  Revenue  from  continuing  operations  was $10.4  million for the
quarter ended June 30, 2001,  compared with $15.8 million in the second  quarter
of 2000. The decrease of $5.4 million is primarily  attributable  to a reduction
in revenues in the Company's Seminar, Product Sales, Pager, and Other segments.

     During the second quarter of 2001,  sales in Seminar  segment  decreased by
$4.6  million  from $13 million in second  quarter of 2000 to $8.4 million for a
comparable  period  in 2001.  This  decrease  was  primarily  the  result of the
interruption in seminar  operations caused by earthquake and flooding  incidents
occurring on February 28, 2001. As a result of earthquake  and flooding  damage,
the Company was forced to significantly  limit operations  throughout April, May
and June of 2001,  including  continuing  to  reduce  the size of the  Company's
overall sales, marketing,  professional, and administrative forces. Furthermore,
continuing  into the  second  quarter,  the  Company's  ability  to  effectively
advertise, hold seminars,  maintain current vendor relations, and provide former
levels  of  customer  service  was  greatly  hampered.  While the  Company  took
immediate  steps to repair its corporate  headquarters,  these repairs are still
being completed and  consequently  the interruption is expected to affect future
periods.  On July 18,  2001,  the Company was  permitted  by local  officials to
re-enter the previously damaged portions of the corporate headquarters. Revenues
from product sales decreased by $1.2 million from $2.6 million during the second
quarter of 2000 to $1.4 million during a comparable period in 2001. The decrease
in Product Sales is primarily the result of earthquake and flooding interruption
as discussed under the Seminar segment immediately above.

     Revenue in the Pager  segment  increased by $100,000  from $200,000 for the
quarter ended June 30, 2000 to $300,000 for the quarter ended June 30, 2001. The
increase in pager revenue is primarily  attributable to the  introduction of new
management who have more aggressively marketed Pager segment products to new and
existing customers resulting in more sales and renewals.

     Revenue  from the  Company's  travel  segment  decreased  by $200,000  from
$500,000 the quarter ended June 30, 2000 to $300,000 for the  comparable  period
of 2001.  The decrease is primarily  attributable  to an approximate 3% industry
wide reduction in travel related commissions,  and fewer travel bookings through
the  Company  as a result  of  earthquake  and  flood  interruption  to  Seminar
operations. Revenues in the Other segment, consisting primarily of the Company's
real estate development operations and advertising agency, decreased by $100,000
from $600,000 the quarter ended June 30, 2000 to $500,000  during the comparable
period  in 2001.  The  decrease  in Other  revenues  is  principally  due to the
elimination of Company retail stores, and lower in-house advertising commissions
due to reduction in over-all  advertising  resulting  from  earthquake and flood
interruption.

     Cost of  Revenue.  Cost of  revenue  decreased  by $1.0  million  from $4.8
million for the quarter ended June 30, 2000 to $3.8 million in the quarter ended
June  30,  2001.  This  decrease  is  primarily  due to  decreased  costs in the
Company's Seminar, and Product Sales segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$1.4  million  from $4.1  million  for the  quarter  ended June 30, 2000 to $2.7
million for the  comparable  quarter in 2001 primarily due to reduced sales as a
result of earthquake and flooding as described in Seminar Revenues above, and to
some extent  management's  continued  implementation  of cost  controls and more
efficient use of existing Company recourses.  Cost of Product Sales decreased by
$600,000  from $1.1 million for the quarter  ended June 30, 2000 to $500,000 for
the  comparable  period of 2001  primarily  due to reduced  sales as a result of
earthquake  and  flooding as  described in Seminar  Revenue  above,  and to some
extent  management's  continued  implementation  of cost  controls  and the more
efficient use of existing Company resources.

     The cost of revenue for the Pager services  segment was $100,000 as of June
30, 2001, and did not show a significant change from June 30, 2000. Costs in the
Travel  services  segment were negligible as of June 30, 2001 and did not show a
significant  change  from June 30,  2000.  The  Other  segment  cost of  revenue
increased by $100,000 from



                                       13
<PAGE>
$400,000 the quarter ended June 30, 2000 to $500,000 for the  comparable  period
in 2001. The increase is primarily due to progress and development costs related
to  the  Company's  commercial  residential   developments  located  in  western
Washington.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the three months ended June 30, 2001 were $6.8 million
compared with $11.7 million in the  comparable  period in 2000.  The decrease is
primarily  attributable  to  reductions  in employee  salaries and  commissions,
commissions paid to Company  independent  contractors,  utility costs,  employee
benefits,  meal and entertainment expense, office supply costs, and professional
services.

     Operating  Income.  The  Company's  use of cash in  operations  improved by
$500,000 from  $(700,00)  for the quarter ended June 30, 2000 to $(200,000)  for
the quarter ended June 30, 2001.  This  improvement  is the principal  result of
improvements to operating income in the Product Sales and Pager segments.

     Operating income in the Seminar segment was $(300,000) as of June 30, 2001,
and did not a show  significant  change  from the quarter  ended June 30,  2000.
Operating  income  in the  Product  Sales  segment  improved  by  $356,000  from
$(332,000)  for the quarter  ended June 30,  2000 to $24,000 for the  comparable
period in 2001.  This  improvement  is primarily the result of reduced costs for
printing services,  and the elimination of prior satisfied accounts payable from
the ledger of the Company's publishing subsidiaries.

     Operating  income in the Pager segment improved by $174,000 from $25,000 in
the quarter  ended June 30, 2000 to $199,000 for the quarter ended June 30, 2001
primarily due to increased sales in the Pager segment.  Operating  income in the
Travel  Services  segment was $(55,000),  and did not show a significant  change
from the quarter ended June 30, 2000.  Operating income in the Other segment was
$(64,000), and did not show a significant change from the quarter ended June 30,
2000.

     Other  Income  (Expenses).  Total  other  income was  $38,000 for the three
months  ended June 30,  2001,  compared  with  income of $(1.4)  million for the
comparable period in 2000. This improvement is primarily attributable to reduced
unrealized  losses in the Company's  marketable equity  securities,  the sale of
Company owned  automobiles,  and  increases in Other Income.  During the quarter
ending June 30, 2001, the Company  experienced a realized and unrealized loss on
the trading of securities  in the amount of  $(200,000)  compared with a loss of
$(1.7) million in a comparable period of 2000. The improvements to the Company's
marketable  securities  are  reflective  of  unrealized  gains as a result  of a
general upturn in the securities markets.  The Company records its investment in
trading  securities  in  accordance  with  Statement  of  Financial   Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities,  and  therefore,  adjusts  marketable  securities  to market  value,
thereby  reflecting  changes in market value through the income statement in the
current period.

     Income  (loss) before income taxes for the three months ended June 30, 2001
was $(200,000), compared with $(2.1) million for a comparable year in 2000. This
improvement  is  primarily  due to  greater  reductions  in costs  and  expenses
relative to revenues,  and decreased losses in the Company's  marketable  equity
securities.

     The Company  experienced  loss from  continuing  operations for the quarter
ending June 30, 2001 of  $(100,000),  compared with a loss of $(1.2) million for
the comparable period in 2000. The Company has not made any tax payments at this
time due to the net operating loss.


Six Months Ended June 30, 2001 Compared with the Six Months Ended June 30, 2000

     Revenue.  Revenue from continuing  operations was $22.7 million for the six
months ended June 30, 2001, compared with $34.9 million as of June 30, 2000. The
decrease of $12.2 million is primarily  attributable to reduced  revenues in the
Seminar, Product Sales, Pager, and Travel segments.

     During the first six months of 2001, sales in the Seminar segment decreased
by $10  million  from  $28.4  million  in the first six  months of 2000 to $18.4
million in 2001.  This decrease was primarily the result of the  interruption in
seminar  operations  caused by earthquake  and flooding  incidents  occurring on
February 28, 2001. As a result of


                                       14
<PAGE>
earthquake and flooding damage,  the Company was forced to  significantly  limit
operations  throughout March, April, May and June 2001,  including continuing to
reduce the size of the Company's  overall sales,  marketing,  professional,  and
administrative  forces.  Furthermore,  continuing into the second  quarter,  the
Company's  ability to effectively  advertise,  hold seminars,  maintain  current
vendor  relations,  and provide  former  levels of customer  service was greatly
hampered.  While  the  Company  took  immediate  steps to repair  its  corporate
headquarters,  these  repairs are still being  completed  and  consequently  the
Company  expects recent  flooding and earthquake  interruption  to affect future
periods.  On July 18,  2001,  the Company was  permitted  by local  officials to
re-enter the previously damaged portions of the corporate headquarters. Revenues
from product sales  decreased by $2.3 million from $5.3 million in the first six
months of 2000 to $3.0 million during the first six months of 2001. The decrease
in Product Sales is primarily the result of earthquake and flooding interruption
as discussed under the Seminar Revenue immediately above.

     Revenue in the pager  segment  increased by $100,000  from $500,000 at June
30, 2000 to $600,000 for the  comparable  period of 2001.  The increase in pager
revenue is primarily  attributable to the  introduction of new management in the
second quarter who more aggressively  marketed the Pager segment products to new
and existing customers thereby resulting in more pager sales and renewals.

     Revenue from the Company's  Travel segment  decreased by $300,000 from $1.1
million at June 30, 2000 to $800,000 at June 30, 2001. The decrease is primarily
attributable  to an  approximate  3% industry wide  reduction in travel  related
commissions,  and fewer  travel  bookings  through  the  Company  as a result of
earthquake  and flood  interruption  to seminar  operations.  The Other  segment
revenues,   consisting  primarily  of  the  Company's  real  estate  development
operations and  advertising  agency,  were $1.4 million as of June 30, 2001, and
did not show a significant change from June 30, 2000.

     Cost of  Revenue.  Cost of revenue  decreased  by $2.5  million  from $11.2
million  for the six months  ended  June 30,  2000 to $8.7  million  for the six
months ended of June 30, 2001. This decrease in cost of revenue is primarily due
to decreased costs in the Seminar, Product Sales, and Pager segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$3.1  million  from $9.3  million for the six months ended June 30, 2000 to $6.2
million for the  comparable  quarter in 2001 primarily due to reduced sales as a
result of  earthquake  and  flooding  as  described  above,  and to some  extent
management's continued implementation of cost controls and more efficient use of
existing Company resources. Cost of Product Sales decreased by $1.2 million from
$2.5  million  for the six months  ended June 30,  2000 to $1.3  million for the
comparable  period  of 2001  primarily  due to  reduced  sales  as a  result  of
earthquake  and flooding as  described  above,  and to some extent  management's
continued  implementation  of cost  controls and more  efficient use of existing
Company resources.

     The cost of revenue for the Pager services  segment was $145,000 as of June
30, 2001, and did not show a significant  change from the first six months ended
June 30, 2000.  The cost of revenue for Travel Service  segment was  negligible,
and did not show a significant change from prior comparable  periods.  The Other
segment cost of revenue  increased by $200,000  from $900,000 for the six months
ended June 30, 2000 to $1.1 million for the six months ended June 30, 2001.  The
increase is  primarily  due to progress  and  development  costs  related to the
Company's commercial residential developments located in western Washington.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the six months ended June 30, 2001 were $14.6  million
compared with $24.3 million in the  comparable  period in 2000.  The decrease of
$9.7 million in such costs is primarily  attributable  to reductions in employee
salaries and commissions,  independent  contractor  commissions,  utility costs,
employee  benefits,   professional  services,  office  supply  costs,  meal  and
entertainment  expense,  penalties  and  interest  expense,  sales tax  expense,
purchases, subcontractor and equipment costs, and payroll and benefits expense.

     Operating Income. The Company's  operating income was $(600,000) as of June
30, 2001,  and did not show a significant  over-all  change from the  comparable
period ended June 30, 2000.

     Operating  income consumed by the Seminar  segment  increased by $(600,000)
from  $(200,000)  for the period ended June 30, 2000 to  $(800,000)  at June 30,
2001. This change is primarily attributable to increased selling, general,


                                       15
<PAGE>
and  administrative  expense  associated  with recent  earthquake  and  flooding
activities during the first three months of 2001.  Operating income attributable
to the Product Sales segment improved by $100,000 from $(400,000) for the period
ended June 30,  2000 to  $(300,000)  for the period  ended June 30,  2001.  This
improvement is primarily  attributable  to reduced costs for printing  services,
and the elimination of prior satisfied  accounts  payable from the ledger of the
Company's publishing subsidiaries.

     Operating income in the Pager segment improved by $300,000 from $100,000 in
the six months ended June 30, 2000 to $400,000 for the six months ended June 30,
2001. This  improvement is primarily  attributable  to increased  second quarter
sales in the Pager  segment,  and  reductions  in the costs of pagers during the
first three months of 2001.

     In addition,  operating  income in the Travel Services segment was $45,000,
and did not show a significant  change from June 30, 2000.  Operating  income in
the Other segment  improved by $152,000 from  $(37,000) for the six months ended
June  30,  2000  to  $115,000  for the six  months  ended  June  30,  2001.  The
improvement is primarily due to increased  commission  income resulting from the
Company's greater reliance on its in-house  advertising  agency during the first
three months of 2001.

     Other Income (Expenses). Total other expense was $13,000 for the six months
ended June 30, 2001,  compared with $(700,000) in income for a comparable period
in 2000. This improvement is primarily attributable to reduced unrealized losses
in the  Company's  marketable  equity  securities,  the  sale of  Company  owned
automobiles,  and increases in Other  Income.  During the period ending June 30,
2001, the Company  experienced  realized and unrealized losses on the trading of
securities in the amount of $(800,000) compared with a loss of $(1.4) million in
the same period of 2000. The improvements to the Company's marketable securities
are  reflective  of  unrealized  gains as a result  of a  general  upturn in the
securities markets.  The Company records its investment in trading securities in
accordance with Statement of Financial  Accounting Standards No. 115, Accounting
for Certain  Investments in Debt and Equity Securities,  and therefore,  adjusts
marketable  securities to market  value,  thereby  reflecting  changes in market
value through the income statement in the current period.

     Income  (loss) before income taxes for the three months ended June 30, 2001
was $(600,000), compared with $(1.3) million for a comparable year in 2000. This
improvement  is  primarily  due to  greater  reductions  in costs  and  expenses
relative to revenues,  and decreased losses in the Company's  marketable  equity
securities.

     The Company  experienced a loss from  operations  for the six months ending
June 30, 2001 of ($400,000), compared with loss of $(700,000) for the comparable
period in 2000.  The Company  has not made any tax  payments at this time due to
the net operating loss.

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


                                       16
<PAGE>
Company or any of its  subsidiaries is a party or which any of their  properties
is subject as to which there were material  developments during the period since
the last report:

Resolved.  Kevin  Carroll v. Wade Cook  Seminars,  Inc.,  Wade B.  Cook,  Entity
Planners,  Inc. ("EPI"), and Norman Ovitt. On June 17, 1999, Kevin Carroll filed
a civil  lawsuit  against the Company  and Mr.  Cook (the  "defendants")  in the
District Court of the 126th  Judicial  District for Travis  County,  Texas.  Mr.
Carroll  alleged that he lost money after  relying on  information  given by the
defendants  and  using  their  products.   Mr.  Carroll   requested  relief  for
approximately  $200,000  to  $600,000  for his actual  damages,  attorney  fees,
pre-judgment  and  post-judgment  interest,  and related costs. In June of 2001,
this matter was resolved and the suit dismissed  without  payment by the Company
or Mr. Cook to Mr. Carroll.

Bendahan et. al. v. Wade Cook Financial  Corporation et al. On April 19, 2001, a
group of former  Company  customers  (the  "Plaintiffs")  filed a civil  lawsuit
against  the  Company  in the  Superior  Court  for King  County in the State of
Washington.  The  complaint  alleges  violations of various  consumer  statutes;
breach  of  fiduciary  duty;  racketeering;  civil  conspiracy  and  aiding  and
abetting.  The  Plaintiffs  seek  actual  damages to be proved at trial,  treble
damages  for alleged  violations  of the various  consumer  statutes,  exemplary
damages,  attorneys'  fees and  interest.  The Company  believes that it has not
engaged in any unlawful  practices  and intends to defend  itself  vigorously in
this  matter.  The Company has not yet  determined  the impact on its  financial
statements, and has not made provision for losses, if any.

Washington Department of Revenue. On May 9, 2001, the Company received notice of
a final determination from the Washington  Department of Revenue. The Department
of  Revenue's  final  determination   assesses  the  Company  with  $295,000  in
delinquent  taxes,  including  penalties and interest.  The final  determination
covers the period  beginning  January 1, 1995 and ending  February 30, 1998. The
Company has appealed the Department of Revenue's final determination stating the
Department  of  Revenue  erred in  finding  that the  taxpayer's  receipts  were
properly taxable under the selected business services classification rather than
the services and other activities classification.  The Washington State Board of
Tax Appeals has not yet set a date for hearing this matter. The Company believes
that it has paid the appropriate taxes in the State of Washington related to the
above stated  classification  issue and intends to defend  itself  vigorously in
this  matter.  The Company has not yet  determined  the impact on its  financial
statements, and has not made provision for losses, if any.

Caliber One Indemnity  Company v. Wade Cook Financial  Corporation.  On July 23,
2001,  the  Caliber  One  Indemnity  Company  ("Caliber  One")  filed  suit  for
declaratory  judgment  to  determine  coverage  sub-limits  under the  Company's
Commercial Property Insurance Policy (the "Policy").  Specifically,  whether the
Company has earthquake  coverage  sublimits of $500,000 or  $5,000,000.  Caliber
One's  complaint  was  filed in the  United  States  Western  District  Court of
Washington at Seattle. On February 28, 2001, western Washington was struck by an
earthquake  measuring 6.8 on the Richter Scale.  Subsequent to this  earthquake,
the  Company  submitted  a claim for  significant  earthquake  damage  under the
Policy.  Upon submission of the claim,  Caliber One informed the Company that it
believed the applicable  coverage  sub-limit for  earthquake  was $500,000.  The
Company's  records  indicate that the initial Policy,  as taken out in the years
1998 to 1999,  provides  coverage  limits up to $5,000,000.  The Company did not
subsequently  request a reduced  coverage  sub-limit,  and the  premium  for the
policy  remained  constant  from the initial  placement  to the present  Policy.
However,  a typographical  error was made in printing the Company's 1999 to 2000
Policy. In a letter dated May 31, 2001, Counsel for Caliber One states, "Caliber
One has  determined  that the inclusion of a $500,000  earthquake  sub-limit for
December 1, 1999 to December 1, 2000 policy period resulted from an error on its
part." The Company demanded Caliber One pay its claim.  Caliber One failed to do
so.  Following  another  demand for payment by the Company,  Caliber One filed a
complaint  alleging that the Company's  failure to advise  Caliber One about the
typographical  error it caused,  constitutes  acceptance  of a reduced  coverage
sub-limit.  The Company  strongly  disagrees  with Caliber One's  position,  and
asserts counterclaims of breach of contract, fraud, misrepresentation, violation
of the Consumer Protection Act, and related claims.

Item 2.  Changes in Securities.

     None

Item 3.  Defaults Upon Senior Securities.

     None.


                                       17
<PAGE>
Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.   Other Information.

     Repurchase of Company Common Stock.

     On February 16, 2000, the Board of Directors  (the "Board")  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 of 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. The Board
has recently  resolved to begin a new stock  buy-back  program of the  Company's
common  stock.  Under the new buy back  program,  the Company is  authorized  to
purchase up to 2,500,000 shares of Company common stock. However, the Company is
restricted  from  purchasing  Company common stock with a per share asking price
equal to or exceeding  $5.00.  The new program was  approved  March 22, 2001 and
will end March 22, 2002. The repurchase of Company shares under this new program
is being conducted in accordance with Rule 10b-18 under the Exchange Act. During
the second  quarter of 2001,  the Company  repurchased  80,000  shares of common
stock on the open market for total purchase price of $9,570.

     Resignation of Gene Stevens.

     On July  17,  2001,  Gene  Stevens  resigned  as a member  of the  Board of
Directors and  Executive/Audit  Committee  member for the Company.  Mr.  Stevens
resignation  is part of an  initiative  by the  Board  to  reduce  its  size and
streamline operations.

     Audited Financials for the year ended December 31, 1999.

     Recently,  the  Company  was  contacted  by the SEC  concerning  an alleged
technical  filing  error  with  respect  to its  Annual  Report on the Form 10-K
("Annual  Report") for the year ended December 31, 2000.  The alleged  technical
filing  error  involved  the  Company's  filing  of the  Annual  Report  without
including  a written  consent  ("Consent")  by  Miller  and Co.  LLP  ("Miller")
relating to the Company's financial report for the year ended 1999.

     Miller, the Company's former auditor, was dismissed in November of 2000. On
December  4, 2000,  the Company  filed a Special  Report on the Form 8-K ("8-K")
disclosing  Miller's  dismissal.  Miller attached a letter to the 8-K,  agreeing
substantially  that Miller's reports for 1998 and 1999 do not contain an adverse
opinion or disclaimer,  and that there had been no disagreements  with Miller on
matters  relating to accounting  principles or  practices,  financial  statement
disclosure,  or auditing scope and procedure which were not resolved to Miller's
satisfaction.  Furthermore, there were no reportable events as described in Item
304 (a) (1) (iv) of  Regulation  S-K, or any  reportable  event,  as the term is
defined in Item  304(a)(1)(v)  of Regulation  S-K. (For  additional  information
concerning this event please see the Company's  Special Report on Form 8-K filed
December 4, 2000).

     Shortly before filing the Annual  Report,  the Company  requested  Miller's
written  Consent to refile the prior audited  financials  in the current  Annual
Report.  In a letter dated April 9, 2001, Miller stated "it is our understanding
that we are not  required  to  authorize  the  release of the firms  report." In
reliance on Miller's statements,  the Company believed that Miller's Consent was
either  implicitly  given and/or would not be needed to file the Annual  Report,
and acted accordingly.

     Subsequent  to filing the Annual  Report,  the SEC  contacted  the Company,
informing  Company  representatives  that absent Miller's written  Consent,  the
financials  from prior audit years would be deemed as  unaudited by the SEC. The
SEC also  disclosed  that as a result of this  situation,  the Company  would be
unable to raise capital through public  offerings until the matter was resolved.
The Company is not aware of any assertions by Miller,  claiming that their prior
audit information is inaccurate,  misleading,  or has otherwise been impacted by
subsequent events.




                                       18
<PAGE>

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

     (a) Exhibits

        Exhibit
        Number      Description
        ------      -----------
        2.1(5)      Stock Purchase  Agreement  dated June 30, 1998, by and among
                    the Company,  Entity Planners,  Inc., and Berry,  Childers &
                    Associates, L.L.C.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        3.2(2)      Bylaws of Wade Cook Financial Corporation


                                       19
<PAGE>
        Exhibit
        Number      Description
        ------      -----------
        4.1(2)      Form of  Wade  Cook  Financial  Corporation's  Common  Stock
                    Certificate
      *10.1(2)      1997 Stock Incentive Plan of Wade Cook Financial Corporation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       20
<PAGE>
        Exhibit
        Number      Description
        ------      -----------
       10.23(2)     Secured Loan Agreement,  Promissory Note, and Certificate of
                    Delivery  and Receipt of  Documents,  dated August 22, 1997,
                    between Information Quest, Inc. and Newstart Centre, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       10.41(6)     Form of Speaker Agreement

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

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

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


                                       21
<PAGE>
        Exhibit
        Number      Description
        ------      -----------
       10.45(7)     Promissory Note dated December 20, 2000 made by Stock Market
                    Institute of Learning,  Inc. in favor of Sun Life  Assurance
                    Company of Canada

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

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

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

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

       10.50(10)    Sublease  dated  September 2000 between  Papercraft,  LLC, a
                    Delaware limited liability company  ("Sublessor"),  and Wade
                    Cook Financial Corp. (WCFC) dba Quantum Marketing

       10.51(10)    Third Amendment to Open-Ended  Product Agreement dated March
                    15, 2000 between Wade Cook Financial Corporation and Wade B.
                    Cook

       10.52        Promissory Note in favor of Centrum Financial Services, Inc.
                    dated May 30, 2001

       16.1(9)      Letter re: Change in Certifying Accountant

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


(*)  This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000
(10) Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on May 15, 2001


(b)     Reports on Form 8-K

        None.
                                       22
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused this Form 10-Q,  period  ending June 30, 2001 to be
signed on its behalf by the undersigned duly authorized.


                                  WADE COOK FINANCIAL CORPORATION



August 14, 2001                   /s/ Wade B. Cook
                                  --------------------------------------------
                                  Wade B. Cook, Chief Executive Officer


August 14, 2001                   /s/ Cynthia C. Britten
                                  --------------------------------------------
                                  Cynthia C. Britten, Chief Financial Officer,
                                  Chief Accounting Officer



                                       23
<PAGE>


                                 EXHIBIT INDEX

  Exhibit
  Number      Description
  ------      -----------
  2.1(5)      Stock Purchase  Agreement  dated June 30, 1998, by and among
              the Company,  Entity Planners,  Inc., and Berry,  Childers &
              Associates, L.L.C.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  3.2(2)      Bylaws of Wade Cook Financial Corporation

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 10.41(6)     Form of Speaker Agreement

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

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

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

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

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

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

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

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


<PAGE>

 Exhibit
 Number       Description
 ------       -----------
 10.50(10)    Sublease  dated  September 2000 between  Papercraft,  LLC, a
              Delaware limited liability company  ("Sublessor"),  and Wade
              Cook Financial Corp. (WCFC) dba Quantum Marketing

 10.51(10)    Third Amendment to Open-Ended  Product Agreement dated March
              15, 2000 between Wade Cook Financial Corporation and Wade B.
              Cook

 10.52        Promissory Note in favor of Centrum Financial Services, Inc.
              dated May 30, 2001

 16.1(9)      Letter re: Change in Certifying Accountant

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


(*)  This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000
(10) Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on May 15, 2001