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

                                    FORM 10-Q

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

     For the quarterly period ended September 30, 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 September 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 September 30, 2001....................1

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

         Condensed Consolidated Statements of Cash Flows
           for the nine months ended September 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.........18


PART II  --  OTHER INFORMATION..............................................18

ITEM 1.  LEGAL PROCEEDINGS..................................................18

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..........................17

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................19

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................19

ITEM 5.  OTHER INFORMATION..................................................20

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................21

SIGNATURES..................................................................26




                                       i
<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements

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


<TABLE>
(in thousands)                                            September 30,  2001        December 31, 2000
                                                          -------------------        -----------------
<S>                                                            <C>                        <C>
Assets:
  Current Assets:
  Cash and cash equivalents                                    $   140                    $   980
  Restricted cash                                                  302                          -
  Marketable securities                                            109                        183
  Receivables, trade                                             2,328                      2,165
  Inventory                                                      1,620                      1,915
  Notes receivables, Employees, Current Portion                    172                        118
  Receivables, related parties                                     133                        130
  Deferred tax assets                                            1,425                      1,091
  Income tax refund receivable                                   1,794                      1,795
  Prepaid                                                           95                         97
                                                          -------------------        -----------------
  Total current assets                                           8,118                      8,474
                                                          -------------------        -----------------
  Property, plant and equipment, net of depreciation             7,955                      9,409
                                                          -------------------        -----------------
  Goodwill, net of amortization                                  1,909                      2,002
                                                          -------------------        -----------------
  Other assets:
  Other investments                                              5,896                      5,305
  Deposits                                                         135                        100
  Notes receivable - employees                                   1,172                      1,639
  Notes receivable                                               2,050                      2,050
                                                          -------------------        -----------------
  Total other assets                                             9,253                      9,094
                                                          -------------------        -----------------
Total assets                                                   $27,235                    $28,979
                                                          ===================        =================
</TABLE>



                                       1
<PAGE>


<TABLE>
(in thousands)                                            September 30,  2001        December 31, 2000
                                                          -------------------        -----------------
<S>                                                            <C>                        <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
  Current portion of long-term debt                                175                        564
  Accounts payable and accrued expenses                          4,421                      6,514
  Margin loans in investment accounts                                2                         36
  Payroll and other accrued taxes                                  220                        294
  Deferred revenue                                                 980                      2,051
  Payables, related parties                                        278                        344
                                                          -------------------        -----------------
Total current liabilities                                        6,076                      9,803

Long-term liabilities:

Long-term debt                                                   5,719                      3,278
Long-term notes to related parties                               2,260                      2,045
Deferred revenue                                                    98                        146
                                                          -------------------        -----------------
Total long-term liabilities                                      8,077                      5,469

Total liabilities                                               14,153                     15,272
                                                          -------------------        -----------------
Minority interest                                                  420                        410
                                                          -------------------        -----------------
Shareholders' Equity
  Preferred stock                                                    -                          -
  Common stock                                                      64                         64
  Paid-in capital                                                4,845                      4,845
  Prepaid advertising                                             (120)                      (170)
  Retained Earnings                                              8,500                      9,145
                                                          -------------------        -----------------
                                                                13,289                     13,884
  Less: common stock in treasury at cost:
                                                                  (627)                      (587)
                                                          -------------------        -----------------
Total shareholders' equity                                      12,662                     13,297
                                                          -------------------        -----------------
Total liabilities, minority interest, and stockholders'
  Equity                                                       $27,235                    $28,979
                                                          ===================        =================
</TABLE>




                                       2
<PAGE>

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

<TABLE>
                                             For the Three Months Ended               For the Nine Month Ended
                                         ----------------------------------       ---------------------------------
(in thousands, except per share data)     September 30,       September 30,         September 30,      September 30,
                                              2001                2000                 2001                 2000
                                         --------------------------------------------------------------------------
<S>                                        <C>                  <C>                    <C>                <C>
 Revenue, net of returns and discounts     $  6,669             $12,253                $29,341            $47,174
                                         -----------        --------------          ------------        ------------
 Costs and expenses:
   Cost of revenue                            1,534               5,448                  9,063             16,654
   Selling, general and administrative        5,349               7,029                 21,079             31,291
                                         -----------        --------------          ------------        ------------
 Total operating costs                        6,883              12,477                 30,142             47,945
                                         -----------        --------------          ------------        ------------
 Income from operations                        (214)               (224)                  (801)              (771)
                                         -----------        --------------          ------------        ------------
 Other income (expense):
   Interest and dividend income                 181                 102                    301                224
   Gain (loss) on Marketable                   (416)               (128)                (1,276)            (1,566)
 securities
   Interest Expense                            (209)               (106)                  (445)              (333)
   Gain (loss) on Non-Marketable                  0                  15                   (190)                69
 Securities
   Other                                        262                 524                  1,442              1,311
                                         -----------        --------------          ------------        ------------
 Total other income (expenses)                 (182)                407                   (168)              (295)
                                         -----------        --------------          ------------        ------------
 Income(loss) before income taxes              (396)                183                   (969)            (1,066)
                                         -----------        --------------          ------------        ------------
 Provision for income taxes (tax                108                  63                    334               (332)
 benefits)

 Minority Interest                               (3)                 (3)                   (10)                (3)
                                         -----------        --------------          ------------        ------------
 Net income                                $   (291)            $   123                $  (645)           $  (731)
                                         ===========        ==============          =============       ============
 Earnings per share
   Income from continuing operations       $( 0.005)             $ 0.002               $(0.010)           $(0.011)
   Income from discontinuing                      -                    -                     -                  -
 operations
   Income during phase-out period            (0.005)               0.002                (0.010)            (0.011)
                                         -----------        --------------          ------------        ------------
Weighted average number of shares            63,609               64,064                63,756             64,064
</TABLE>



                                       3
<PAGE>

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




<TABLE>
                                                                       Nine Months Ended
                                                        ----------------------------------------------
(in thousands)                                          September 30, 2001          September 30, 2000
                                                        ------------------          ------------------
<S>                                                       <C>                            <C>
Cash provided by (used in) operations                        $(2,993)                     $  (440)

 Cash provided by (used in) investing activities                  32                         (994)


Cash used in financing activities:                             2,121                          282
 Net (payments) borrowings
                                                        ------------------          ------------------
Net increase (decrease) in cash                              $  (840)                     $(1,152)
                                                        ==================          ==================


</TABLE>





                                       4
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                               September 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
     nine-month  period ended September 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 nine months of 2001,  the Company  received  approximately
     $901,000 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  monetary 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 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



                                       5
<PAGE>

     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
     September 30,


     (in thousands)                             2001                   2000
                                             ----------             ----------
     Net revenues and sales
          Seminars                             $5,138                $11,094
          Product sales                           979                  1,913
          Pager service                           228                    465
          Travel service                          341                    349
          Other                                   152                    484
          Less: inter-company sales              (169)                (2,052)
                                             ----------             ----------
                                               $6,669                $12,253
                                             ==========             ==========
     Cost of sales
          Seminars                             $1,083                $ 5,406
          Product sales                           389                  1,483
          Pager service                            68                     89
          Travel service                            0                      -
          Other                                   191                    251
          Less: inter-company sales              (197)                (1,781)
                                             ----------             ----------
                                               $1,534                $ 5,448
                                             ==========             ==========

                                                2001                   2000
                                             ----------             ----------
     Operating income
          Seminars                             $ (172)               $   260
          Product sales                           (89)                  (499)
          Pager service                           124                    255
          Travel service                            4                   (225)
          Other                                   (68)                   (15)
          Less: inter-company sales               (13)                     -
                                             ----------             ----------
                                               $ (214)               $  (224)
                                             ==========             ==========



                                       6
<PAGE>

     Nine months ended September 30,
     (in thousands)                             2001                   2000
                                             ----------             ----------
     Net revenues and sales
     Net revenues and sales
          Seminars                            $23,547                $39,515
          Product sales                         3,944                  7,178
          Pager service                           859                    991
          Travel service                        1,103                  1,484
          Other                                 1,520                  1,891
          Less: inter-company sales             1,632)                (3,885)
                                             ----------             ----------
                                               29,341                $47,174
                                             ==========             ==========
     Cost of sales
          Seminars                            $ 7,307                $14,721
          Product sales                         1,649                  4,006
          Pager service                           213                    286
          Travel service                            2                      -
          Other                                 1,350                  1,113
          Less: inter-company sales            (1,458)                (3,472)
                                             ----------             ----------
                                              $ 9,063                $16,654
                                             ==========             ==========

     Operating income
          Seminars                            $(1,020)               $   (62)
          Product sales                          (382)                  (807)
          Pager service                           545                    387
          Travel service                           49                   (237)
          Other                                    47                    (52)
          Less: inter-company sales               (40)                     -
                                             ----------             ----------
                                              $  (801)               $  (771)
                                             ==========             ==========


                                            September 30,           September30,
                                                2001                   2000
                                             ----------             ----------
     Net Identifiable assets
          Seminars                            $     -                $     -
          Product sales                            73                  1,914
          Pager service                           452                  1,222
          Travel service                           18                    858
       Other                                       43                  1,233
                                             ----------             ----------
     Segmented assets                             586                  5,227
     Corporate assets                           7,369                 11,977
                                             ----------             ----------
          Total identifiable assets           $ 7,955                $17,204
                                             ----------             ----------



                                       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  unusable  for  an  extended  period  of  time.
     Occupation was restored to the corporate  headquarters  in July of 2001. It
     is not  presently  known when the Company will again be fully  operational.
     The inability to resume full  operations  for a number of months 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 September  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.  The Company  has  received  approximately  $500,000 in
     insurance  proceeds from its commercial  property insurance carrier Caliber
     One Indemnity Company thus far. The Company is seeking additional insurance
     proceeds from Caliber One Indemnity  Company to fund continued  restoration
     of the  Company's  headquarters  and to  compensate  it for various  losses
     caused by the  earthquake and subsequent  flooding,  including  damaged and
     destroyed equipment, lost business income, and extra expenses.



                                       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 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" was
formerly  known as Wade  Cook  Seminars,  Inc.),  conducts  financial  education
seminars and produces and sells related  video and audio tapes,  books and other
written materials.  The Company's core business is financial education,  through
its seminar and publishing concerns. These core businesses are complemented by a
financial information pager service and an online bulletin service that provides
stock market information 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.



                                       9
<PAGE>

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

     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  became 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, with its common stock 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.



                                       10
<PAGE>

     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  minority  interest in the Park City  Hampton Inn and Suites in June of
2001 for $72,000,  which was valued at $261,000.  The minority interests,  which
are 12% and 7% respectively,  are held through the Company's  ownership interest
in Western States Lodging.

Liquidity and Capital Resources

     At  September  30,  2001,  the  Company  had  current  assets  and  current
liabilities  in the  amounts of $8.1  million  and $6.1  million,  respectively,
resulting in a working  capital  surplus of $2.0  million.  The working  capital
deficit at  December  31,  2000 was $1.3  million.  The  primary  reason for the
surplus was due to increases in the Company's trade receivables and deferred tax
assets,  and decreases in the Company's  accounts  payable,  current  portion of
long-term debt,  deferred  revenue,  and payables to related  parties.  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 September 30, 2001 include $1.0 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 September 30, 2001, the Company had current  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  was $100,000 and
did not change  significantly  from  December 31, 2000.  Inventory  decreased by
$300,000 from $1.9 million at December 31, 2000 to $1.6 million at September 30,
2001. The decrease in inventory was primarily a result of continued  reliance on
existing inventory to meet current marketing needs and customer demand.  Company
inventory includes tapes, cassettes, manuals and books published by the Company,
various  related  marketing  materials,  supplies and other assorted  items.  At
September  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 arrangement 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  September  30,  2001,  the
Company had received approximately $901,000 from this arrangement.

     Other  investments  increased by $600,000 from $5.3 million at December 31,
2000 to $5.9 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 sale of  Company's  interest of a minority  hotel  interest in the
Park City Hampton Inn and Suites during the second quarter.



                                       11
<PAGE>

The Company's "Other Investments" include the following:

Description of Investment

(in thousands)

                                        September 30, 2001     December 31, 2001
                                        ------------------     -----------------
Oil and gas properties                       $  691                $  691
Hotel and motel investments                     339                   601
Investments in undeveloped land               3,026                 2,123
Private companies - various industries        1,840                 1,890
                                        ----------------------------------------
Total non-marketable investments             $5,896                $5,305


     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 primarily  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  changed in recent  periods by  $400,000  from  $(1.2)  million at
September  30,  2000 to  $(800,000)  at  September  30,  2001.  This  change  is
principally due to cash provided by financing activities (see directly below).

     Cash  used  in  operations,  which  has  historically  been  the  Company's
principal source of cash for working capital, was $(400,000) for the nine months
ended  September  30, 2000,  as compared to $(3.0)  million as of September  30,
2001. The increase of $2.6 million in the Company's use of cash in operations is
primarily  attributable  to payment  of  approximately  $2.1  million in Company
account  payables since December 31, 2000,  extra expenses  associated  with the
February 28, 2001 earthquake and resulting water damage,  and expenditures  made
on  residential  real estate  developments  in Western  Washington.  The Company
anticipates that expenses associated with earthquake and resulting water 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 $(1.0) at September 30, 2000 compared to $32,000 at September 30, 2001. 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 $300,000 at September 30, 2000
compared to $2.1 million at September  30, 2001.  The  principal  reason for the
$1.8  million  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 resulting water damage,
and to meet other current operating expenses.  The Company secured a loan in the
amount  of  $700,000  on May 30,  2001  in an  effort  to  continue  repair  and
restoration efforts with respect to the Company's corporate headquarters 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.

     On August 10, 2001, the Company secured a second loan in the amount of $1.9
million in an effort to continue repair and restoration efforts commenced in the
first and second  quarters,  and to supply  liquidity  while the Company  awaits
reimbursement  by Caliber One  Indemnity  Company for lost  business  income and
extra  expenses  resulting  from the  interruption  to operations  caused by the
February  28,  2001  earthquake.  This  additional  financing  was sought due to
Caliber  One  Indemnity  Company's  continued  delay  in  disbursing   insurance
proceeds.  The loan, classified as long-term debt on the Company's  consolidated
balance sheet, is payable in full on August 1, 2004. Interest is due and payable
monthly  commencing  September  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, or 15% whichever is greater.



                                       12
<PAGE>

     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 September 30, 2001, the Company
had approximately  $4.4 million in accounts payable,  a decrease of $2.1 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 September 30, 2001, the Company had incurred costs relating to this repair
and  reconstruction  of  approximately  $1.4  million,  excluding  lost business
income,  equipment damage;  damage to furniture,  fixtures,  and inventory,  and
extra expenses.  The Company expects to incur  additional costs in the future as
the restoration  process is completed.  As of October 2001, the Company received
$500,000 of insurance  proceeds  which has been used to repair the damage to the
Company's headquarters.

     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 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  reduced the over-all number of seminars it held during the
month of August by approximately one half the regularly scheduled seminars 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  September  30, 2001  Compared  with the Three Months Ended
September 30, 2000

     Revenue.  Revenue from continuing operations was $6.7 million for the three
months ended September 30, 2000,  compared with $12.3 for the three months ended
September 30, 2000.  The decrease of $5.6 million is primarily  attributable  to
decreased  sales in the  Company's  Seminar,  Product  Sales,  Pager,  and Other
segments.

     During the third quarter of 2001, sales in the Seminar segment decreased by
$6.0 million from $11.1 million for the three months ended September 30, 2000 to
$5.1 million for a comparable  period in 2001.  This  decrease was primarily the
result of lower  overall  sales due to a general  economic  downturn in the U.S.
economy  that has caused  consumer  spending  to falter in recent  periods;  the
reduced  attendance  at the  Company's  seminars  after the attacks of September
11th, due in part to a current reluctance by the public to travel; the Company's
decision  to reduce the  overall  number of  seminars  held  during the month of
August;  and to some extent the continuing  interruption  in seminar  operations
caused by earthquake and resulting  water damage  occurring on February 28, 2001
(See Results of Operations for the Nine Month  Comparison  for more  information
concerning earthquake and flooding).



                                       13
<PAGE>

     The U.S. economy has suffered a general economic down turn in recent fiscal
quarters.  As a result of the economic  downturn,  the pace of consumer spending
has  likewise  faltered in most sectors of the  economy.  In short,  the Company
believes  that the recent  economic  downturn  has  resulted in fewer  customers
making fewer expenditures on the Company's products and services. The Company is
attempting to  counter-balance  the effects of the current economic  downturn by
offering  rebates and discounts in order to attract greater  customer  interest.
While the Company is taking steps to counter-balance the effect of this economic
downturn,  the Company  cannot and does not  guarantee  that these steps will be
successful.

     The September 11, 2001  terrorist  attack (the "Attack") on the World Trade
Center in New York and the Pentagon in Virginia has had an adverse impact on the
Company's  operations and ability to supply  seminar  services to its clientele.
Initially  after the  Attack,  the  Company  was  forced  to cancel  some of its
previously  scheduled seminars during the month of September,  and to reschedule
others.  Cancellation and rescheduling  resulted in the loss and/or deferment of
significant revenue. Also as a result of the Attack, some U.S. residents seem to
be  choosing  to  travel  less  frequently,  and if they  must  travel,  to take
alternative  means to air  transport.  A  significant  portion of customers  who
attend the Company's events travel by airplane. The Company's revenues in future
periods  could be adversely  effected,  if a large  percentage  of the Company's
potential  customers  choose not to travel to  Company  events.*  The  Company's
management is considering a modification  to its Business Plan in order to limit
its overall  dependence on customers who travel by air.  Such  modification  may
include  tailoring  marketing  efforts to attract a larger  percentage  of event
attendees  from the  locations  where these  events are held.  While the Company
intends on taking steps to reduce the potential  negative  effects of the Attack
on  operations,  the Company cannot and does not guarantee that these steps will
be successful.

     During the third quarter,  the Company made the one time decision to reduce
the total  number of  seminars  and  events  held  during  the month of  August.
Accordingly the Company reduced its schedule of seminars by roughly one-half the
number of regularly  scheduled  events.  The Company reduced the total number of
seminars  in the month of August in order to reduce  overall  costs  during that
same period. Typically, there are fewer seminar attendees per event in the month
of August,  than there are during other  comparable  months resulting in a lower
profit margin. The Company believes that lower attendance in the month of August
may be due to the fact that many consumers plan vacations  during August and are
not able to attend Company  events,  and because August is generally a period of
low activity in the stock and options markets. The Company continues to evaluate
whether similar actions may be pursued in 2002.

     As a result of 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 and third quarters,  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  earthquake and resulting water damage
interruption  to affect future  periods.  On July 18, 2001 of the third quarter,
the Company was permitted by local officials to re-enter the previously  damaged
portions  of  the  corporate  headquarters.  The  Company  continues  to  devote
significant  human and financial  resources to the repair and restoration of its
corporate headquarters.

     Revenues  from the Product  Sales  segment  decreased by $900,000 from $1.9
million for the three months ended  September 30, 2000 to $1.0 million  during a
comparable period in 2001. The decrease in Product Sales is primarily the result
of result of lower overall sales due to a general economic  downturn in the U.S.
economy  that has caused  consumer  spending  to falter in recent  periods;  the
effects of the September 11th terrorist attacks on the Company's operations; the
Company's  decision  to reduce the overall  number of  seminars  held during the
month of August  (where  Company  products are  marketed and sold);  and to some
extent the continuing  interruption in seminar  operations  caused by earthquake
and resulting water damage occurring on February 28, 2001, as discussed above.

     Revenue in the Pager segment  decreased by $300,000 from $500,000 for three
months ended September 30, 2000 to $200,000 for the three months ended September
30, 2001.  The decrease in Pager revenue  resulted from reduced demand for Pager
products  and  services,  and fewer  renewals of existing  pager  services.  The
Company



                                       14
<PAGE>

believes  this was  primarily the result of lower overall sales due to a general
economic  downturn  in the U.S.  economy  that has caused  consumer  spending to
falter in recent periods; the effects of the September 11th terrorist attacks on
the Company's operations; the Company's decision to reduce the overall number of
seminars held during the month of August (where Pager  products and services are
primarily marketed), as discussed above.

     Revenue from the Company's  Travel  segment was $300,000 and did not show a
significant  change from the three months ended  September 30, 2000. The Company
anticipates that the September 11, 2001 terrorist attack may effect revenues for
the Travel segment in future periods. Revenues in the Other segment,  consisting
primarily of the  Company's  real estate  development  operations,  retail sales
locations,  and advertising agency,  decreased by $300,000 from $500,000 for the
three months ended September 30, 2000 to $200,000  during the comparable  period
in 2001.  The decrease is primarily  due to  restructuring  in the Other segment
which  resulted in the  elimination of six retail sales  locations,  and reduced
advertising commissions during the third quarter.

     Cost of  Revenue.  Cost of  revenue  decreased  by $3.9  million  from $5.4
million for the three  months  ended  September  30, 2000 to $1.5 million in the
three months ended  September  30,  2001.  This  decrease in the overall cost of
revenue  is  primarily  attributable  to reduced  costs in all of the  Company's
operating segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$4.3 million from $5.4 million for the three months ended  September 30, 2000 to
$1.1 million for the comparable quarter in 2001,  primarily due to reduced sales
in the Company's  Seminar  segment,  as described  directly  above,  and to some
extent  the  continuing  efforts  of  management  to  eliminate  costs  and make
efficient use of existing Company resources.  Cost of Product Sales decreased by
$1.1 million from $1.5 million for the three months ended  September 30, 2000 to
$400,000 for the  comparable  period of 2001,  primarily due to reduced sales in
the Company's  Product Sales segment,  as described  directly above, and to some
extent to the  continuing  efforts of  management  to  eliminate  costs and make
efficient use of existing Company resources.

     The  cost  of  revenue  for  the  Pager  segment  was  $68,000  and did not
significantly  change from the three months ended  September 30, 2000.  Costs in
the Travel  services  segment were  negligible as of September 30, 2001, and did
not show a significant change from September 30, 2000. The Other segment cost of
revenue  changed by $100,000 from $300,000 for the three months ended  September
30,  2000 to  $200,000  for the  comparable  period  in 2001.  The  decrease  is
primarily  due to  restructuring  in the Other  segment  which  resulted  in the
elimination of six retail sales locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  General  and
Administrative  expenses for the three months ended September 30, 2000 were $7.0
million compared with $5.4 million in the three months ended September 30, 2001.
The  decrease  of $1.6  million is  primarily  attributable  to a  reduction  in
employee overhead, and advertising expenses.

     Operating Income.  The Company's loss from operations was $(200,000) during
the three months ended September 31, 2001, and did not show a significant change
from the comparable period in 2000.

     Operating loss from  operations of the Seminar  segment changed by $500,000
from $300,00 for the three months ended  September 30, 2000 to $(200,000)  for a
comparable  period in 2001. This change was primarily  attributable to declining
revenues  during the third quarter of 2001without a  corresponding  proportional
decline in Selling General and Administrative expenses.  Operating income in the
Product Sales segment  improved by $400,000 from $(500,000) for the three months
ended  September 30, 2000 to $(100,000) for the  comparable  period in 2001. The
improvement is primarily  attributable to significant  reductions in the Cost of
Sales and the Selling,  General and Administrative  Expenses associated with the
Product Sales segment

     Operating  income in the Pager segment changed by $200,000 from $300,000 in
the three months ended September 30, 2000 to $100,000 for the three months ended
September 30, 2001.  This change was primarily  attributable to the reduction in
revenues  generated by the Pager segment during the three months ended September
30, 2001. The Travel  Services  segment's  operating  income changed by $200,000
from  $(200,000)  for the three months ended  September 30, 2000 to $4,000 for a
comparable  period in 2001. This change is primarily  attributable to reductions
in the Selling,  General and Administrative  Expenses associated with the Travel
segment. Operating



                                       15
<PAGE>

income in the Other segment was  $(68,000) for the three months ended  September
30, 2001, and did not show a significant  change from the  comparable  period of
2000.

     Other Income  (Expenses).  Total other income was  $(200,000) for the three
months  ended  September  30,  2001,  compared  with income of $400,000  for the
comparable period in 2000. This decline is primarily attributable greater losses
on the Company  marketable,  and increased  interest  expense.  During the three
months  ended  September  30,  2001,  the  Company  experienced  a realized  and
unrealized  loss on  marketable  trading  securities in the amount of $(400,000)
compared with a loss of $(100,000) in a comparable  period of 2000.  The loss is
primarily attributable the continuing downtrend in the stock and options market.
The Company  records its  investment in trading  securities  in accordance  with
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investment 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  September 30,
2001 was $(400,000),  compared with $200,000 for a comparable year in 2000. This
change is primarily due to lower  Revenues in the Company's  operating  segments
without a proportional  corresponding decrease in overall Selling,  General, and
Administrative  Expenses,  as well as a loss of $(200,000) in Other Expense. The
Company has not  currently  made any tax  payments  for the three  months  ended
September 30, 2001, as it expects net operating loss.

Nine Months  Ended  September  30,  2001  Compared  with the Nine  Months  Ended
September 30, 2000.

     Revenue.  Revenue from continuing operations was $29.3 million for the nine
months ended  September  30, 2001,  compared  with $47.2  million as of the nine
months  ended  September  30, 2000.  The decrease of $17.9  million is primarily
attributable to reduced revenues in the Seminar,  Product Sales, Pager,  Travel,
and Other segments.

     During  the  first  nine  months  of  2001,  sales in the  Seminar  segment
decreased  by $16  million  from $39.5  million at  September  30, 2000 to $23.5
million at September  30, 2001.  This decrease was primarily the result of lower
sales  caused by the  interruption  to  seminar  operations  by  earthquake  and
resulting  water  damage  incidents  occurring  on February  28, 2001; a general
economic  downturn  in the U.S.  economy  that has caused  consumer  spending to
falter in recent periods; the affects of the September 11th terrorist attack and
the Company's  operations;  and the  Company's  decision to reduce the number of
seminars  held during the month of August as discussed  above under the analysis
for the three month period.

     Revenues from product sales  decreased by $3.3 million from $7.2 million in
the first nine  months of 2000 to $3.9  million  during the first nine months of
2001.  The decrease in Product Sales is primarily  the result of earthquake  and
water damage  interruption,  the general  downturn in the U.S  economy,  and the
September 11 terrorist attacks as discussed above.

     Revenue in the pager  segment  decreased  by $100,000  from $1.0 million at
September 30, 2000 to $900,000 for the  comparable  period of 2001. The decrease
is  primarily  attributable  a  general  downturn  in the U.S  economy,  and the
September 11 terrorist attacks as discussed above.

     Revenue from the Company's  Travel segment  decreased by $400,000 from $1.5
million at  September  30, 2000 to $1.1 at September  30, 2001.  The decrease is
primarily  attributable  to an  approximate 3% industry wide reduction in travel
related commissions, and fewer travel bookings by the Company. The Other segment
revenues,   consisting  primarily  of  the  Company's  real  estate  development
operations and advertising  agency,  decreased by $400,000 from $1.9 million for
the nine months  ended  September  30, 2000 to $1.5  million for the nine months
September 30, 2001. This decrease is primarily due to restructuring in the Other
segment which resulted in the elimination of six retail sales locations.

     Cost of  Revenue.  Cost of revenue  decreased  by $7.6  million  from $16.7
million for the nine months  ended  September  30, 2000 to $9.1  million for the
nine  months  ended  September  30,  2001.  This  decrease in cost of revenue is
primarily due to decreased costs in the Company's  Seminar,  Product Sales,  and
Pager segments.



                                       16
<PAGE>

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$7.4 million from $14.7 million for the nine months ended  September 30, 2000 to
$7.3 million for the comparable quarter in 2001. This decrease was primarily due
to reduced sales in the Seminar segment,  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 $2.4 million from
$4.0  million for the nine months ended  September  30, 2000 to $1.6 million for
the  comparable  period of 2001  primarily  due to reduced  sales in the Product
Sales segment,  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  segment was $200,000 for the nine months
ended  September  30, 2001 and did not show a  significant  change from the nine
months  ended  September  30, 2001.  The cost of revenue for the Travel  Service
segment was $2,000 for the nine months ended September 30, 2001 and did not show
a significant change from the comparable prior period. The Other segment cost of
revenue  increased  by $300,000  from $1.1  million  for the nine  months  ended
September 30, 2000 to $1.4 million for the nine months ended September 30, 2001.
This  overall  increase in costs is primarily  due to progress  and  development
expenses related to the Company's commercial residential developments located in
western Washington during the first three quarters of 2001.

     Selling,  General  and  Administrative   Expenses.   Selling,  General  and
Administrative  expenses for the nine months ended September 30, 2001 were $21.1
million  compared  with $31.3  million for the nine months ended  September  30,
2000. The decrease of $10.2 million 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
during the first and second quarters,  and a reduction in employee overhead, and
advertising expenses during the third quarter of 2001.

     Operating Income. The Company's operating income was $(800,000) at the nine
months ended  September 30, 2001 and did not show a significant  change from the
comparable period in 2000.

     Operating  income used in the  Seminar  segment  changed by  $938,000  from
$(62,000) for the nine months ended September 30, 2000 to $(1.0) million for the
nine months ended September 30, 2001.  This change is primarily  attributable to
declining  sales in the Seminars  segment,  without  proportional  corresponding
decreases  in  the  related  Selling,   General,  and  Administrative  expenses.
Operating  income  attributable to the Product Sales segment changed by $400,000
from  $(800,000) for the nine months ended  September 30, 2000 to $(400,000) for
the  comparable  period  ended  September  30,  2001.  This change 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 during the first and second quarters of 2001, and reductions in the
Cost of Sales and the Selling,  General and  Administrative  Expenses during the
third quarter of 2001.

     Operating  income in the Pager segment changed by $100,000 from $400,000 in
the nine months ended  September  30, 2000 to $500,000 for the nine months ended
September 30, 2001. This change is primarily  attributable  to increased  second
quarter sales in the Pager  segment,  and reductions in overall costs during the
beginning of 2001.

     In addition,  operating  income in the Travel  Services  segment changed by
$286,000,  from  $(237,000)  for the nine  months  ended  September  30, 2000 to
$49,000 for the nine months ended  September 30, 2001.  This change is primarily
attributable to reductions in the Selling,  General and Administrative  Expenses
associated  with the  Travel  segment.  Operating  income in the  Other  segment
changed by $99,000 from  $(52,000) for the nine months ended  September 30, 2000
to  $47,000  for the nine  months  ended  September  30,  2001.  This  change in
operating income is primarily attributable to restructuring in the Other Segment
that  resulted  in the  elimination  of six retail  locations  and the costs and
expenses related thereto.

     Other Income  (Expenses).  Total other expense was  $(300,000) for the nine
months  ended  September  30, 2000,  compared  with  $(200,000)  in income for a
comparable period in 2001. This improvement is primarily attributable to smaller
losses in the  Company's  marketable  equity  securities  as  compared  to prior
periods,  increased Other Income,  and increased  Interest and Dividend  income.
During the first nine months ended September 30, 2001,



                                       17
<PAGE>

the Company experienced realized and unrealized loss on marketable securities in
the amount of $(1.2) million  compared with a loss of $(1.6) million in the same
period of 2000. The Company's losses on its marketable securities are reflective
of a general  downturn  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 nine months ended  September 30,
2001 was $(1.0)  million,  compared  with $(1.1) for a comparable  year in 2000.
This  improvement  is primarily  due to a greater  overall  decline in costs and
expenses  relative to the decline in revenues for the same  period,  and also to
improvements  in the Company's Other Expense for the nine months ended September
30, 2001.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to changes in interest rates affecting the return on
its notes  receivable  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 market  exposure  to any one issuer.  The
Company protects and preserves its invested funds by limited default, market and
reinvestment risk.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

     Wade Cook Financial Corporation v. Miller and Co. LLP. Following August 15,
2001, the Company filed a complaint against Miller and Co. LLP ("Miller") in the
Superior Court of King County Washington.  Miller is the Company's former public
accounting  firm.  The Company's  complaint  alleges the  following:  (1) Miller
breached its agreement to complete the Company's year 2000  financial  report by
denying the issuance of a written  consent  without basis;  (2) Miller  breached
fiduciary  duties  owed to the  Company  by  negligently  filing  several of the
Company's  tax returns  late;  (3) Miller's  action in (1) and (2)  constitute a
violation of the Washington  Consumer Protection Act; and (4) Miller tortioiusly
interfered  with the Company's  ongoing  relationship  with the  Securities  and
Exchange  Commission  (the  "SEC").  The Company is seeking (x)  issuance of the
written consent,  (y) receipt of the its records held by Miller, and (z) damages
relating to late tax payments, as well as attorneys fees.

     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 by Caliber One in printing the Company's
1999 to 2000 Policy.  In a letter  dated May 31,  2001,  Counsel for Caliber One
states, "Caliber One has



                                       18
<PAGE>

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 had caused,  constituted 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,  violation of the RICO Act, and related claims.
As of September  30, 2001,  the Company had received  approximately  $220,000 in
insurance  proceeds  relative  to this  claim.  In October of 2001,  the Company
received an additional approximate $280,000 pursuant to this claim.

     Vendor  suits.  During the first nine months of 2001,  two of the Company's
previous  vendors  separately  commenced  legal actions  against the Company for
allegedly delinquent payment of services. While these separate actions arise out
of routine  litigation  incidental to the  Company's  business,  the  individual
dollar amounts  involved are  significant  and an adverse  outcome in any one of
these vendor actions could have a negative  impact on the Company's  operations.
Collectively, the dollar amount sought by these vendors is $545,000. The Company
does not  currently  believe that it is  responsible  for all of the full dollar
amounts alleged by the separate vendors,  and is currently assessing its options
in these matters.

     Michael Glover and MMD Investments  Limited Partnership v. Wade Bruce Cook,
Wade Cook Seminars, Inc., Wade Cook Financial Corporation,  et. al. On September
14, 1999,  Michael Glover and MMD Investments (the  "Plaintiffs")  filed suit in
the 11th Judicial  District  Court of San Juan,  New Mexico against the Company.
The  complaint  alleges  that Wade Cook and the Company  violated the New Mexico
Unfair  Practices Act section  57-12-1 et seq.  through the commission of fraud;
civil conspiracy,  civil aiding and abetting,  and negligent  misrepresentation.
The  plaintiffs  allege  that they have  suffered  actual  damages  of  $356,000
encompassing  trading  losses and lost wages,  and in addition to demanding such
actual damages are seeking treble damages, attorney fees, and exemplary damages.
In August of 2001,  Plaintiffs secured a default judgment, as to liability only,
a discovery  sanction for an alleged failure by the Company and other defendants
to comply with  discovery  requests.  The default  judgement  does not award any
damages,  or otherwise  imply that the  Plaintiff's  are entitled to any damages
whatsoever.  Trial  has  been  set for  February  of  2002,  at  which  time the
Plaintiffs will attempt to prove what, if any,  damages they may be entitled to.
The Company  believes  that it has not  engaged in any  unlawful  practices  and
intends to defend itself  vigorously with regards to litigation on damages.  The
Company has not yet  determined  the impact on its financial  statements in this
matter, and has not made provision for losses, if any. Furthermore, in the event
of any adverse  decision at trial,  the Company  intends to appeal the case to a
higher court.*


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company's Annual Meeting of the Stockholders was held on July 17, 2001,
in Seattle/Tacoma Washington.

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

<TABLE>
     NAME                FOR              WITHHELD      ABSTENTIONS       BROKER NON-VOTES
     ----                ---              --------      -----------       ----------------
     <S>                 <C>              <C>           <C>                  <C>
     Wade B. Cook        36,624,895       210,711            0                   0
     Janice Layseth      36,565,370       179,236            0                   0
     Ken Roberts         36,649,170       186,436            0                   0
</TABLE>


                                       19
<PAGE>

     In addition,  the following  directors'  terms  continued  after the Annual
Meeting:

         Robert Hondel
         Angela Pirtle
         Joel Black
         Gene Stevens
         Robin Anderson
         Daniel Wagner

     Mr. Stevens  resigned from the Board on July 17, 2001. Mr. Wagner  resigned
from the Board on October 30, 2001.

     Laura M. Cook declined to stand for re-election to Board of Directors,  and
currently Mrs. Cook's Board position remains vacant.

ITEM 5.  OTHER INFORMATION.

Resignation of Dan Wagner.

     Dan  Wagner  resigned  his  position  as a member  the  Board of  Directors
effective October 30, 2001. Mr. Wagner's resignation is part of a move to reduce
the overall size of the Company's Board of Directors.

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 its prior
audit information is inaccurate,  misleading,  or has otherwise been impacted by
subsequent events.

     The  Company  contacted  Miller to solicit  express  written  consent.  The
Company also contacted  Miller in effort to gain access to the Company's  client
records and relevant  work papers held by Miller that would be needed to perform
a re-audit of the Company's prior financials should Miller choose not to issue a
written consent. However, the Company was unable, after lengthy discussions,  to
come to terms with Miller  regarding  either their written  consent or access to
the Company's  client records and relevant work papers.  Consequently  in August
2001, the Company filed a lawsuit  against Miller to resolve this situation (for
a more complete  description of the lawsuit against Miller,  please see Item 1 -
Legal Proceedings of this Report).




                                       20
<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



                                       21
<PAGE>

      Exhibit
      Number        Description
      --------      ------------
       3.1(2)       Articles of Incorporation of Wade Cook Financial Corporation

       3.2(2)       Bylaws of Wade Cook Financial Corporation

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

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

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

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

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

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

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

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

      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



                                       22
<PAGE>

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

      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.



                                       23
<PAGE>

      Exhibit
      Number        Description
      --------      ------------
      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(10)     Employment  Agreement  dated  June 30,  2000  Wade B.  Cook,
                    individual and Wade Cook Financial Corporation

     *10.49(10)     Employment  Agreement  dated November 11, 2000 Wade B. Cook,
                    president of Wade Cook Financial Corp and Cynthia C. Britten
                    CPA.



                                       24
<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(11)     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.)

      99.2          Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
-------------------------

*    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-K filed with the
     SEC on April 16, 2001
(11) Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 14, 2001


     (b)  Reports on Form 8-K

          None.



                                       25
<PAGE>


                                   SIGNATURES

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

                                       WADE COOK  FINANCIAL CORPORATION


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



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






                                       26
<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


<PAGE>

      Exhibit
      Number        Description
      --------      ------------
       3.1(2)       Articles of Incorporation of Wade Cook Financial Corporation

       3.2(2)       Bylaws of Wade Cook Financial Corporation

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

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

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

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

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

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

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

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

      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


<PAGE>

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

      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.


<PAGE>

      Exhibit
      Number        Description
      --------      ------------
      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(10)     Employment  Agreement  dated  June 30,  2000  Wade B.  Cook,
                    individual and Wade Cook Financial Corporation

     *10.49(10)     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(11)     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.)

      99.2          Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
-------------------------

*    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-K filed with the
     SEC on April 16, 2001
(11) Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 14, 2001