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

                                    FORM 10-Q

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

     For the quarterly period ended June 30, 2000

                                       OR

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

     For the transition period from _______________ to __________________

                        Commission file number 000-29342

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

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

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

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


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

The number of outstanding  shares of the registrant's  common stock,  $0.001 par
value, as of June 30, 2000 was 64,058,948 shares.


<PAGE>

                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

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

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

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

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


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

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

Item 2.  Changes in Securities...........................................................................16

Item 3.  Defaults Upon Senior Securities.................................................................16

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

Item 5.  Other Information...............................................................................17

Item 6.  Exhibits and Reports on Form 8-K................................................................17

</TABLE>





<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements

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

<TABLE>
(in thousands)                                               June 30, 2000                December 31, 1999
                                                            ---------------              -------------------
<S>                                                          <C>                          <C>
Assets:
  Current Assets:

    Cash and cash equivalents                                         $ 78                     $1,854
    Marketable securities                                            1,072                      1,914
    Receivables, trade                                               1,774                      1,212
    Inventory                                                        2,757                      2,597
    Notes receivables, Employees, Current Portion                      113                        119
    Receivables, related parties                                        28                        124
    Deferred tax assets                                                456                        456
    Income tax refund receivable                                     1,832                      1,199
    Notes receivable                                                   362                        362
    Prepaid                                                            311                        363
                                                            ---------------              -------------------
  Total current assets                                               8,780                     10,200
                                                            ---------------              -------------------
  Property, plant and equipment, net of depreciation                11,279                     12,098
                                                            ---------------              -------------------
  Goodwill, net of amortization                                      2,055                      2,140
                                                            ---------------              -------------------
  Other assets:
  Other investments                                                  5,270                      4,213
  Deposits                                                               0                         23
  Notes receivable - employees                                       2,475                      2,361
  Notes receivable                                                   2,050                      2,050
  Due from related parties                                              22                        520
                                                            ---------------              -------------------
  Total other assets                                                 9,817                      9,167
                                                            ---------------              -------------------
Total assets                                                       $31,931                    $33,605
                                                            ===============              ===================
</TABLE>




                                       1
<PAGE>

<TABLE>
(in thousands)                                               June 30, 2000                December 31, 1999
                                                            ---------------              -------------------
<S>                                                          <C>                          <C>
Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                717                          730
    Accounts payable and accrued expenses                          6,424                        7,530
    Margin loans in investment accounts                              254                          179
    Payroll and other accrued taxes                                  285                          134
    Accrued income taxes                                               0                          108
    Deferred tax liabilities                                           0                            0
    Deferred revenue                                               2,745                        2,441
    Payables, related parties                                      1,725                        1,867
                                                            ---------------              -------------------
    Total current liabilities                                     12,150                       12,989

Long-term liabilities:
Long-term debt, deferred revenue                                     450                          372
Long-term debt                                                     3,370                        3,455

                                                            ---------------              -------------------
Total long-term liabilities                                        3,820                        3,827

Total liabilities                                                 15,970                       16,816
                                                            ---------------              -------------------

Minority interest                                                    401                          404
                                                            ---------------              -------------------

Shareholders' Equity
    Preferred stock                                                    -                            -
    Common stock                                                      64                           64
    Paid-in capital                                                4,702                        4,845
    Prepaid advertising                                            (170)                        (170)
    Unearned Compensation                                              -                         (56)
    Retained Earnings                                             11,566                       12,239
                                                            ---------------              -------------------
                                                                  16,162                       16,922

  Less: common stock in treasury at cost:                          (603)                        (537)
                                                            ---------------              -------------------
Total shareholders' equity                                        15,559                       16,385
                                                            ---------------              -------------------
Total liabilities, minority interest, and stockholders'
  Equity                                                         $31,931                      $33,605
                                                            ===============              ===================
</TABLE>



                                       2
<PAGE>

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


<TABLE>
                                              For the Three Months Ended                 For the Six Month Ended
                                         -------------------------------------     ---------------------------------------
(in thousands, except per share data)     June 30, 2000        June 30, 1999          June 30, 2000         June 30, 1999
                                         ---------------------------------------------------------------------------------
<S>                                              <C>                  <C>                   <C>                 <C>
 Revenue, net of returns and discounts           $15,774              $24,841               $34,921             $52,048
                                         ----------------     -----------------       --------------       ---------------
 Costs and expenses:
   Cost of revenue                                 4,769               11,546                11,205              23,667
   Selling, general and administrative            11,732               14,614                24,330              29,673
                                         ----------------     -----------------       --------------       ---------------
 Total operating costs                            16,501               26,160                35,535              53,340
                                         ----------------     -----------------       --------------       ---------------
 Income from operations                            (727)              (1,319)                 (614)             (1,292)
                                         ----------------     -----------------       --------------       ---------------
 Other income (expense):
   Interest and dividends                             70                   52                   121                 126
   Gain (loss) on Marketable securities          (1,652)                  669               (1,437)               1,154
   Interest expense                                (165)                    -                 (227)                (62)
   Gain on Non-Marketable Securities                  21                   69                    54                  69
   Other                                             346                  950                   787               1,693
                                         ----------------     -----------------       --------------       ---------------
 Total other income (expenses)                   (1,380)                1,740                 (702)               2,980
                                         ----------------     -----------------       --------------       ---------------
 Income before income taxes                      (2,107)                  421               (1,316)               1,688
                                         ----------------     -----------------       --------------       ---------------
 Provision for income taxes (tax                   (866)                  165                 (639)                 609
 benefits)

 Minority Interest                                     -                   33                     3                  36
                                         ----------------     -----------------       --------------       ---------------
 Income from continuing operations              $(1,241)                 $289                $(674)              $1,115
                                         ----------------     -----------------       --------------       ---------------
 Net income                                     $(1,241)                 $289               $ (674)              $1,115
                                         ================     =================       ==============       ================
 Earnings per share
   Income from continuing operations                  $-                $0.01                   $ -               $0.02
   Income from discontinuing operations                -                    -                     -                   -
   Income during phase-out period                      -                    -                     -                   -
                                         ----------------    -----------------    ------------------     ---------------
 Net income                                        $0.01                   $-                    $-               $0.02
                                         ================    =================    ==================     ===============
 Weighted average number of shares                64,064               64,064                64,064              64,064
                                         ================    =================    ==================     ===============

</TABLE>




                                       3
<PAGE>

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



<TABLE>
                                                                                 Six Months Ended
                                                              ----------------------------------------------------
(in thousands)                                                     June 30, 2000                 June 30, 1999
                                                              ------------------------     -----------------------

<S>                                                                 <C>                          <C>
Cash provided by (used in) operations                                  ($403)                        $(150)


Cash provided by (used in) investing activities                       (1,354)                        1,862


Cash used in financing activities:
     Net (payments) borrowings                                           (22)                       (1,661)
                                                              ------------------------     -----------------------

Net increase (decrease) in cash                                      ($1,779)                          $51
                                                              ========================     ========================
</TABLE>









                                       4
<PAGE>

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



1.   Basis for Presentation
     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     six-month period ended June 30, 2000 are not necessarily  indicative of the
     results  that may be expected for the year ending  December  31, 2000.  For
     further  information,  refer to "Factors  Affecting Future Results," and to
     the financial  statements and footnotes  thereto  included in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1999.

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

3.   Discontinued Operations
     In  June  1998,   the   Company,   through   SMIL   entered  into  a  Stock
     Purchase/Licensing  Agreement pursuant to which it divested its interest in
     Entity Planners, Inc. ("EPI") in exchange for $250,000. Under the Licensing
     portion of the  Agreement,  the Company  entered into a five year licensing
     agreement  pursuant to which the  Company was  entitled to receive up to an
     aggregate of $17,470,000 in licensing fees. Berry,  Childers,  & Associates
     was the purchaser of EPI.

4.   Licensing Agreement
     After  the  sale  of  EPI to  Berry,  Childers,  and  Associates,  EPI  was
     subsequently sold to the Anderson Law Group, P.C. ("ALG"). In June of 1999,
     the five year licensing  agreement with EPI was mutually  terminated by the
     parties and the Company entered into a temporary licensing arrangement with
     EPI.  Under the  temporary  licensing  arrangement,  the  Company  receives
     payments  in the  form  of  marketing  fees  equal  to 35% of  EPI's  gross
     proceeds.  The Company currently  conducts business in association with EPI
     under the terms of the temporary licensing arrangement.

5.   Contingencies
     The Company is subject to various legal proceedings and claims,  which were
     discussed  in detail in the 1999 Form 10K, and other  documents  previously
     filed with the  Securities  and  Exchange  Commission.  The Company is also
     subject to certain other legal  proceedings and claims which have arisen in
     the ordinary course of business and which have not been fully  adjudicated.
     The results of the Company's  legal  proceedings  cannot be predicted  with
     certainty;  however,  although  management  does not  presently  anticipate
     liability  related to many of the legal  proceedings  and claims that would
     have a material  adverse  effect on its  financial  condition  or result of
     operations,  it has not yet made an estimate of its  potential  exposure in
     several pending  proceedings and investigations or determined the impact of
     adverse results in such matters on its financial statements.

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



                                       5
<PAGE>

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

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

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

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

<TABLE>
     (in thousands)                                       2000                    1999                  1998
                                                     ---------------        ---------------       ---------------
<S>                                                      <C>                     <C>                   <C>
     Net revenues and sales
          Seminars                                       $12,973                 $16,562               $16,069
          Product sales                                    2,624                   5,783                 6,247
          Hotels                                               -                     992                   763
          Pager service                                      188                     353                 1,334
          Travel service                                     450                     710                   598
          Other                                              641                   1,621                 1,967
          Less: inter-company sales                       (1,102)                 (1,180)               (2,106)
                                                     ---------------        ---------------       ---------------
                                                         $15,774                 $24,841               $24,872
                                                     ===============        ===============       ===============

</TABLE>





                                       6
<PAGE>

<TABLE>
     (in thousands)                                       2000                    1999                  1998
                                                     ---------------        ---------------       ---------------
<S>                                                      <C>                     <C>                   <C>
     Cost of sales
          Seminars                                         $4,144                $7,145               $5,314
          Product sales                                     1,141                 3,062                2,731
          Hotels                                                -                   396                  379
          Pager service                                        87                    26                  240
          Travel service                                        -                    15                   33
          Other                                               394                 1,095                1,784
          Less: inter-company sales                          (997)                 (193)              (1,007)
                                                     ---------------        ---------------       ---------------
                                                           $4,769               $11,546               $9,474
                                                     ===============        ===============       ===============
     Operating income
          Seminars                                          $(310)                $(527)                 $66
          Product sales                                      (332)                 (432)                  27
          Hotels                                                -                  (184)                  (3)
          Pager service                                        25                   171                  345
          Travel service                                      (78)                  102                   11
          Other                                               (31)                 (361)                (177)
          Less: inter-company sales                             -                   (88)                   -
                                                     ---------------        ---------------       ---------------
                                                            $(727)              $(1,319)                $269
                                                     ===============        ===============       ===============
</TABLE>

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

<TABLE>
     (in thousands)                                       2000                    1999                  1998
                                                     ---------------        ---------------       ---------------
<S>                                                      <C>                     <C>                   <C>
     Net revenues and sales
          Seminars                                        $28,421               $34,842              $39,517
          Product sales                                     5,266                12,797               12,887
          Hotels                                                -                 1,813                  881
          Pager service                                       526                   961                2,086
          Travel service                                    1,134                 1,262                1,300
          Other                                             1,407                 3,076                5,303
          Less: inter-company sales                        (1,833)               (2,703)              (5,249)
                                                     ---------------        ---------------       ---------------
                                                          $34,921               $52,048              $56,725
                                                     ===============        ===============       ===============
</TABLE>



                                       7
<PAGE>

<TABLE>
     (in thousands)                                       2000                    1999                  1998
                                                     ---------------        ---------------       ---------------
<S>                                                      <C>                     <C>                   <C>
     Cost of sales
          Seminars                                         $9,314               $14,349              $14,768
          Product sales                                     2,523                 6,823                4,724
          Hotels                                                -                   707                  426
          Pager service                                       197                    90                  480
          Travel service                                        -                    15                   33
          Other                                               862                 2,084                4,329
          Less: inter-company sales                        (1,691)                 (401)              (2,496)
                                                     ---------------        ---------------       ---------------
                                                          $11,205               $23,667              $22,264
                                                     ===============        ===============       ===============

     Operating income
          Seminars                                          $(231)                  $(3)                $660
          Product sales                                      (396)                 (496)                 204
          Hotels                                                -                  (473)                 (16)
          Pager service                                       132                   648                1,508
          Travel service                                      (12)                  175                  259
          Other                                               (37)                 (603)                 153
          Less: inter-company sales                           (70)                 (540)                (639)
                                                     ---------------        ---------------       ---------------
                                                            $(614)              $(1,292)              $2,129
                                                     ===============        ===============       ===============
     Net Identifiable assets
          Seminars                                           $  -                   $ -                  $ -
          Product sales                                     1,082                 2,301                2,563
          Hotels                                                -                13,335                9,301
          Pager service                                       743                 1,441                  996
          Travel service                                      156                    39                    9
           Other                                            1,350                 1,502                1,135
                                                     ---------------        ---------------       ---------------
     Segmented assets                                       3,331                18,618               14,004
     Corporate assets                                       4,832                 9,063                8,342
                                                     ---------------        ---------------       ---------------
          Total identifiable assets                        $8,163               $27,681              $22,346
                                                     ---------------        ---------------       ---------------

</TABLE>



8.   Subsequent Events



                                       8
<PAGE>

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

     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects,"  "believe,"  "believes,"  "plans,"  "anticipate,"  "anticipates," "is
anticipated," or stating that certain actions,  events or results "will," "may,"
"should,"  or "can"  be  taken,  occur or be  achieved)  are not  statements  of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on expectations,  estimates and projections at the time the
statements are made that involve a number of risks and uncertainties which could
cause actual results or events to differ  materially  from those  anticipated by
the Company.  Such risks and uncertainties  include, but are not limited to, the
Company's working capital  deficiency,  the effect that recent volatility in the
stock market and world economic conditions may have on the interest of customers
in the  Company's  seminars,  products  and services  and on the  Company's  own
investments,  the Company's ability to manage its growth and to integrate recent
acquisitions, fluctuations in the commercial real estate market, the significant
contribution  to and influence on the management of the Company by Mr. Cook, the
possibility  of  adverse  outcomes  in  pending  or  threatened  litigation  and
government investigations involving the Company, the possible effects of adverse
publicity arising from government investigations on the interest of customers in
the Company's financial education services and products, consequences associated
with the Company's failure to pay state and federal income tax when due, lack of
liquidity  in the  Company's  investments,  and other  risks  and  uncertainties
discussed  herein and those  detailed  in the  Company's  other  Securities  and
Exchange Commission filings,  including the Company's Annual Report on Form 10-K
for the fiscal year ended  December 31, 1999.  Investors  are  cautioned  not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  as  of  the  date  hereof.  The  Company  undertakes  no
obligation   to  publicly   release  the  results  of  any   revision  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated  events. For
the   convenience  of  the  reader,   the  Company  has  attempted  to  identify
forward-looking  statements  contained  in this  report  with an  asterisk  (*).
However,  the  omission  of an  asterisk  should not be  presumed to mean that a
statement is not forward-looking  statement within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act.

General

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

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

Also in 1998,  the  Company  disposed  of the  business  Entity  Planners,  Inc.
("EPI"), an entity formation business.  Berry,  Childers, and Associates was the
purchaser.  In connection  with the sale of EPI, the Company granted a five year
license to the purchasers of EPI to use certain intellectual property. After the
sale of EPI to Berry, Childers, and Associates, EPI was subsequently sold to the
Anderson  Law Group,  P.C.  ("ALG").  In June of 1999,  the five year  licensing
agreement  with EPI was  mutually  terminated  by the  parties  and the  Company
entered into a temporary licensing arrangement with EPI. Under the temporary



                                       9
<PAGE>

licensing  arrangement,  the Company receives  payments in the form of marketing
fees  equal to 35% of EPI's  gross  proceeds.  The  Company  currently  conducts
business  in  association  with EPI under the terms of the  temporary  licensing
arrangement.

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 SMIL,  executed  agreements to
invest  in  Surfbuzz.com,   Inc.  The  Company   purchased   450,000  shares  of
Surfbuzz.com,  Inc. common stock for $450,000  through a private  placement.  In
January  2000,   the  Company   purchased  an  additional   100,000   shares  of
Surfbuzz.com,  Inc. common stock for an additional $100,000.  The investment was
accounted for using the Cost Method. In May of 2000, the Company was informed by
the management of Surfbuzz.com, Inc., that Surfbuzz.com, Inc. was a defendant of
a patent  infringement suit with respect technology integral to the operation of
that  business.  As a result of the  patent  infringement  suit,  operations  at
Surfbuzz.com,  Inc. were halted. Currently, the Company is assessing its options
in the matter.

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

The Company  retains  minority  interests  in the Hampton  Inn/Fairfield  Inn in
Murray,  UT, Woods Cross  Fairfield  Inn in Woods  Cross,  UT, and the Park City
Hampton Inn & Suites in Park City,  UT. The minority  interests,  which are 12%,
7%, and 4% respectively,  are held through the Company's  ownership  interest in
Western States Lodging.

Liquidity and Capital Resources

     At June 30, 2000, the Company had current assets and current liabilities in
the amounts of $8.8  million and $12.1  million,  respectively,  resulting  in a
working capital deficit of $3.3 million. The working capital deficit at December
31, 1999 was $2.8  million.  The primary  reason for the increase in the capital
deficit was the Company's use of cash assets to pay accounts payable and to fund
continuing  operations,  and a decrease in the value of the Company's marketable
securities.  Current  liabilities  at June 30,  2000  include  $2.7  million  in
deferred  revenue,  which results  primarily from revenues from seminars not yet
attended,  prepayments for future pager services from  Information  Quest and/or
subscriptions  to the WIN  web-site.  The  Company  has not made  estimated  tax
payments with respect to the year 2000 income taxes.

     At June 30, 2000, the Company had payables to related parties in the amount
$1.7 million, which primarily represents royalties owed to Mr. Wade B. Cook.

     The  market  value of the  Company's  marketable  securities  decreased  by
$800,000  from $1.9  million at December  31,  1999 to $1.1  million at June 30,
2000,  due  primarily  to a general  downturn  in the  securities  market  which
resulted in a reduction in the over-all net worth of securities and options held
in the Company's brokerage  accounts.  Inventory increased by $200,000 from $2.6
million at December  31, 1999 to $2.8  million at June 30, 2000  primarily  as a
result of the development of new product.  At June 30, 2000 the Company also had
current  receivables  from related parties in the amount of $141,000  consisting
primarily of term loans to employees  and  directors,  the majority of which are
secured by mortgages on real property.




                                       10
<PAGE>

     The Company's  principal  source of cash has been from the operation of its
educational seminars and sales of related tapes, books and other materials.  The
Company does not have an established bank line of credit.  There was a loss from
continuing  operations  of  ($700,000)  for the six months ended June,  2000, as
compared to ($1.1)  million as of June 30, 1999.  This  improvement is primarily
attributable to management's  implementation of cost controls,  restructuring of
the Seminar segment, and the more efficient use of existing Company resources.

     Cash in the amount of $100,000 was used toward debt  repayment  for the six
months  ended June 30, 2000,  compared  with $1.7 million for the same period of
1999. This reduction in comparable debt repayment is primarily  attributable the
elimination   obligations  associated  with  the  Company's  discontinued  Hotel
segment.

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

     Other investments  increased by $1.1 from $4.2 million at December 31, 1999
to $5.3 million at June 30, 2000,  due to the purchase of stock in three private
companies: Ceristar, Inc, E-automate, Inc., and Surfbuzz.com, Inc.

         The Company's Other investments include the following:

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

        Oil and gas properties                             $691

        Hotel and motel investments                         601

        Investments in undeveloped land                   2,064

        Private companies -- Various industries           1,914
                                                     ----------------
        Total non-marketable investments                 $5,270
                                                     ================


     The Company has tried to focus on its core and currently owned  businesses,
the  repayment  of debt and  making  additional  expenditures  to fund  existing
operations,  including  advertising in the six months ended June 30, 2000.  Cash
flow from operations, which has historically been the Company's principal source
of cash for working  capital,  has shown periods of  improvement  during the six
months ended June 30, 2000, principally  due to efforts of management to contain
costs and reduce discretionary spending. However, cash flow remains insufficient
to meet all of the Company's operational needs.

     The Company  continues to fund existing  subsidiaries  and  investments  in
anticipation of future revenues.  The Company's practice of using available cash
to fund its subsidiaries  and  investments,  its working capital deficit and the
fact that the Company's  seminar  business has not generated cash as in the past
have  resulted  in  constraints  on  liquidity,  including  failure  to pay some
obligations  as they have  come  due.  The  Company  has in some  cases not paid
accounts payable and refunds in a timely manner.  However,  as of June 30, 2000,
the Company had approximately  $6.4 million in accounts  payable,  a decrease of
$1.1 million  from the $7.5  million in accounts  payable due as of December 31,
1999.



                                       11
<PAGE>

     The Company may be required to generate cash for working  capital  purposes
from its  non-marketable  investments or other assets.  If it seeks to do so, it
may not be able to liquidate investments in a timely manner, or in a manner that
would allow the Company to realize the full value of the  investments  or assets
involved.  Failure to generate adequate cash resources for working capital could
require  the  Company  to cut back  operations,  delay or cancel  expansion  and
development  projects,  default  on  contracts,   forfeit  valuable  rights  for
non-payment  or  non-performance  and  cause  the  Company  to be unable to meet
obligations.

     The  Company  is a party to  various  government  investigations  and legal
proceedings.  See Part  II,  Item 1 of this  report  for  descriptions  of these
proceedings,  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 several  pending  proceedings and  investigations  or determined the
impact of adverse  results in such  matters on its  financial  statements.*  The
outcome of these matters is difficult to predict and subject to uncertainty, and
the legal fees and other costs  involved  may be  material.*  Adverse  publicity
resulting from these matters may be negatively affecting the Company's business,
and further  adverse  publicity could have further  negative  effects.* Were the
Company found to be liable in certain of these proceedings,  the liability could
be material. In addition, if government agencies establish violations of certain
consumer  protection or other laws,  the Company may be required to pay material
penalties or to refund money paid to the Company by seminar attendees within the
jurisdictions involved or significantly change the manner in which the Company's
business is conducted.* Any such result could  materially  adversely  affect the
Company's financial condition or results of operations.*

Results of Operations

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

     Revenue.  Revenue  from  continuing  operations  was $15.8  million for the
quarter ended June 30, 2000,  compared with $24.8 in the second quarter of 1999.
The  decrease  of $9 million is  primarily  attributable  to lower  sales in the
Company's  Seminar,  Product  Sales,  Hotel,  and Other  Segments.  The  Company
suspects that its business may be seasonal with seasonal dips in sales occurring
during the summer months as well as at the year end; however, currently the data
is  inconclusive.  During the second quarter of 2000,  sales in Seminar  segment
decreased  by $3.6  million  from $16.6  million  second  quarter of 1999 to $13
million  for a  comparable  period  in  2000.  This  decrease  was a  result  of
restructuring  of the Seminar  segment  which  resulted  in a  reduction  of the
over-all number of seminars presented,  volatility in the stock market, negative
press coverage,  and to some extent the saturation of the Company's  services in
certain markets. Revenues from product sales decreased by $3.2 million from $5.8
million  during the second  quarter of 1999 to $2.6 million  during a comparable
period in 2000. The decrease in Product Sales is primarily due to reduced demand
for existing  titles  promoted by the  Company's  publishing  subsidiaries,  the
closing of several of the Company's retail  locations,  negative press coverage,
and  restructuring of the Seminar segment  (discussed above) where the Company's
products are marketed and sold.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  realize  revenue in that  Segment  during the
second quarter of 2000.  Revenue in the pager segment decreased by $200,000 from
$400,000 for the quarter  ended June 30, 1999 to $200,000 for the quarter  ended
June 30, 2000.  The decrease in pager revenue  resulted  primarily  from reduced
demand for one-way paging  technology,  reduced renewal rates, and restructuring
of the Seminar segment  (discussed  above) where the Pager products are marketed
and sold.

     Revenue  from the  Company's  travel  segment  decreased  by $200,000  from
$700,000 the quarter ended June 30, 1999 to $500,000 for the  comparable  period
of 2000. The decrease is  attributable to reduced travel  bookings.  Revenues in
the Other segment, consisting primarily of the Company's real estate development
operations,  retail sales  locations,  and advertising  agency,  decreased by $1
million  from $1.6 the  quarter  ended  June 30,  1999 to  $600,000  during  the
comparable period in 2000. The decrease in Other



                                       12
<PAGE>

revenues  is  principally  due to a  restructuring  of the Other  segment  which
resulted in the elimination of six retail store locations.

     Cost of  Revenue.  Cost of revenue  decreased  by $6.7  million  from $11.5
million for the quarter ended June 30, 1999 to $4.8 million in the quarter ended
June 30, 2000. This decrease in cost of revenue is primarily due to management's
recent  implementation of cost controls,  restructuring of the Company's Seminar
segment,  the  discontinuance  of unprofitable  ventures and segments,  the more
efficient use of existing Company resources,  and a lower volume of sales in the
Company's operating segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$3 million from $7.1 million for the quarter ended June 30, 1999 to $4.1 million
for  the  comparable  quarter  in  2000  primarily  due to  management's  recent
implementation of cost controls, restructuring of the Company's Seminar segment,
the discontinuance of unprofitable ventures and segments, the more efficient use
of existing  Company  resources,  and a lower  volume of sales in the  Company's
Seminar segment. Cost of Product Sales decreased by $2 million from $3.1 million
for the quarter ended June 30, 1999 to $1.1 million for the comparable period of
2000  primarily  due to the same factors  discussed  with respect to the Cost of
revenue in the Seminar segment.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result  did not incur  any cost in that  Segment  during  the
second  quarter of 2000.  The costs of revenue  for the Pager  services  segment
increased by $61,000 from $26,000 for the quarter ended June 30, 1999 to $87,000
for the  quarter  ended June 30,  2000 due to  research  and  development  costs
associated with the development of existing pager technology.  The change in the
cost of revenue for the Travel Service segment was insignificant for the quarter
ended June 30, 2000.  The Other  segment  cost of revenue  decreased by $700,000
from $1.1 million the quarter ended June 30, 1999 to $400,000 for the comparable
period in 2000.  The decrease is  primarily  due to  restructuring  in the Other
segment which resulted in the elimination of six retail sales locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative costs for the three months ended June 30, 2000 were $11.7 million
compared with $14.6 million in the  comparable  period in 1999.  The decrease of
$2.9 million is primarily attributable to the implementation of cost controls by
management,  more efficient use of Company resources, and a reduction in certain
legal and accounting expenses.

     Operating  Income.  The  Company's  use of cash in  operations  improved by
$600,000  from ($1.3)  million for the quarter ended June 30, 1999 to ($700,000)
for the quarter ended June 30, 2000. This improvement is the principal result of
less cash being consumed in the operation of the Seminar,  Products  Sales,  and
Other  segments  combined with the  elimination of the Hotel segment at December
31, 1999 and six retail sales locations.

     Cash used in the operation of the Seminar segment improved by $200,000 from
($500,000)  for the quarter ended June 30, 1999 to ($300,000) for the comparable
period in 2000. Much of this  improvement was attributable to more efficient use
of existing  resources,  the  implementation  of cost controls,  budgeting,  and
restructuring in the Seminar segment. Operating income the Product Sales segment
improved  by $100,000  from  ($400,000)  for the quarter  ended June 30, 1999 to
($300,000)  for the  comparable  period in 2000.  The  improvement  is primarily
attributable to more efficient use of existing resources,  the implementation of
cost controls, and budgeting.  Improvements made to Company's over-all operating
income figures for the Seminar and Product Sales segment,  through a decrease in
the  over-all  cost of  revenue,  were to some  extent  offset by  increases  in
advertising and marketing expenses during the three months ended June 30, 2000.

     The Company  discontinued the operation of its Hotel segment as of December
31, 1999 and as a result did not  experience  any gain or loss in operation  for
that Segment  during the second quarter of 2000.  Operating  income in the Pager
segment  decreased by $146,000  from $171,000 in the quarter ended June 30, 1999
to $25,000 for the quarter  ended June 30, 2000  primarily  due to reduced sales
and  increased  expenditures  for research  and  development  of existing  pager
technology.  Operating  income  in the  Travel  Services  segment  decreased  by
$180,000 from $102,000 for the quarter ended June 30, 1999 to ($78,000)



                                       13
<PAGE>

for the comparable period in 2000. The decrease is primarily attributable to the
expenditures  made by the  Company  to develop  Travel  segments  compliment  of
services,  and  related  advertising  expenses.  Operating  income  in the Other
segment  improved by $330,000 from ($361,000) the quarter ended June 30, 1999 to
($31,000) for the quarter ended June 30, 2000. The  improvement is primarily due
to  restructuring  which resulted in the  elimination  of six retail  locations.
Improvements  in the Other segment were to some extent offset by initial capital
expenditures  associated  with  the  Company's  continued  participation  in the
development of residential property.

     Other Income  (Expenses).  Total other  expense was ($1.4)  million for the
three  months ended June 30,  2000,  compared  with income of $1.7 million for a
comparable  period  in  1999.  This  is  primarily  attributable  to  losses  on
Marketable  Securities.  During the quarter  ending June 30,  2000,  the Company
experienced a realized and  unrealized  loss on the trading of securities in the
amount of ($1.7) million compared with a gain of $700,000 in a comparable period
of 1999. The losses on the Company's marketable  securities are due primarily to
an over-all downturn in the equities market.  The Company records its investment
in trading  securities  in  accordance  with  Statement of Financial  Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities,  and  therefore,  adjusts  marketable  securities  to market  value,
thereby  reflecting  changes in market value through the income statement in the
current period.

     The Company  experienced  loss from  continuing  operations for the quarter
ending June 30, 2000 of ($1.2) million, compared with income of $300,000 for the
comparable  period in 1999.  The Company  has not made any tax  payments at this
time due to the net operating  loss.  However,  the Company  intends  offset any
federal  income taxes  accruing  during the year 2000 with its Income Tax Refund
Receivable.

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

     Revenue.  Revenue from continuing  operations was $34.9 million for the six
months ended June 30, 2000, compared with $52.0 million as of June 30, 1999. The
decrease  of $17.1  million  is  primarily  attributable  to lower  sales in the
Company's  Seminar,  Product  Sales,  Hotel,  and Other  Segments.  The  Company
suspects that its business may be seasonal with seasonal dips in sales occurring
during the summer months as well as at year end; however,  currently the data is
inconclusive.  During the first six months of 2000, sales in the Seminar segment
decreased by $6.4 million from $34.8  million in the first six months of 1999 to
$28.4  million  in 2000.  This  decrease  was a result of  restructuring  of the
Seminar segment which resulted in a reduction of the over-all number of seminars
presented,  volatility in the stock market, negative press coverage, and so some
extent the  saturation of the Company's  services in certain  markets.  Revenues
from product sales decreased by $7.5 million from $12.8 million in the first six
months of 1999 to $5.3 million during the first six months of 2000. The decrease
in Product Sales is primarily due to reduced demand for existing titles promoted
by  the  Company's  publishing  subsidiaries,  the  closing  of  several  of the
Company's retail  locations,  negative press coverage,  and restructuring of the
Seminar segment  (discussed above) where the Company's products are marketed and
sold.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  realize  revenue in that  Segment  during the
first six months of 2000.  Revenue in the pager  segment  decreased  by $500,000
from $1 million at June 30, 1999 to $500,000 for the comparable  period of 2000.
The  decrease in pager  revenue  resulted  primarily  from a reduced  demand for
one-way paging  technology,  reduced  renewal rates,  and  restructuring  of the
Seminar  segment  (discussed  above)  where the Pager  products are marketed and
sold.

     Revenue from the Company's  Travel segment  decreased by $200,000 from $1.3
million at June 30,  1999 to $1.1  million at June 30,  2000.  The  decrease  is
primarily  attributable  reduced travel bookings in the first quarter. The Other
segment,   consisting   primarily  of  the  Company's  real  estate  development
operations,  retail sales locations,  and advertising agency,  decreased by $1.6
million from $3 million at June 30, 1999 to $1.4 million  during the  comparable
period in 2000. The decrease in revenues is principally due a  restructuring  of
the  Other  segment  which  resulted  in the  elimination  of six  retail  store
locations.



                                       14
<PAGE>

     Cost of Revenue.  Cost of revenue  decreased  by $12.5  million  from $23.7
million  for the six months  ended June 30,  1999 to $11.2  million  for the six
months ended June 30, 2000. This decrease in cost of revenue is primarily due to
management's  implementation  of cost controls,  restructuring  of the Company's
Seminar segment, the discontinuance of unprofitable  ventures and segments,  the
more efficient use of existing Company resources, and a lower volume of sales in
the Company's operating segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$5.0 million  from $14.3  million for the six months ended June 30, 1999 to $9.3
million  for the  comparable  quarter  in  2000  primarily  due to  management's
implementation of cost controls, restructuring of the Company's Seminar segment,
the discontinuance of unprofitable ventures and segments, the more efficient use
of existing  Company  resources,  and a lower  volume of sales in the  Company's
Seminar  segment.  Cost of Product Sales decreased by $4.3 from $6.8 million for
the six months ended June 30, 1999 to $2.5 million for the comparable  period of
2000  primarily  due to the same factors  discussed  with respect to the Cost of
revenue in the Seminar segment.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result  did not incur any costs in that  Segment  during  the
first six months of 2000.  The cost of revenue  for the Pager  services  segment
increased  by $107,000  from  $90,0000 for the six months ended June 30, 1999 to
$197,000 for the six months ended June 30, 2000 due to research and  development
costs associated with the development of existing pager technology.  The cost of
revenue for Travel Service  segment did not show  significant  change from prior
comparable periods.  The Other segment cost of revenue decreased by $1.2 million
from $2.1 million for the six months ended June 30, 1999 to $900,000 for the six
months ended June 30, 2000.  The decrease is primarily due to  restructuring  in
the  Other  segment  which  resulted  in the  elimination  of six  retail  sales
locations.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the six months ended June 30, 2000 were $24.3  million
compared with $29.7 million in the  comparable  period in 1999.  The decrease of
$5.4 million in such costs is primarily  attributable to the  implementation  of
cost controls by  management,  more  efficient use of Company  resources,  and a
reduction in certain legal and accounting expenses.

     Operating Income. The Company's  operating income improved by $700,000 from
($1.3)  million for the period ended June 30, 1999 to ($600,000)  for the period
ended June 30, 2000. The improvement in operating income is the principal result
of a decrease  in the  amount of cash being  consumed  in the  operation  of the
Seminar, Products Sales, and Other segments combined with the elimination of the
Hotel segment at December 31, 1999, the closing of certain retail locations, and
the contribution of the Company's Pager and Travel segments.

     Operating  income used by the Seminar  segment  increased by $228,000  from
($3,000) for the period ended June 30, 1999 to  ($231,000)  for the period ended
June 30, 2000. This increase is primarily  attributable to increased spending on
marketing and advertising.  Operating  income  attributable to the Product Sales
segment  improved by $100,000 from ($500,000) for the period ended June 30, 1999
to ($400,000) for the period ended June 30, 2000.  The  improvement is primarily
the result of more efficient use of existing  resources,  the  implementation of
cost  controls,  and budgeting.  Improvements  to Company's  over-all  operating
income  figures  for the  Seminar  and Product  Sales  segment,  made  through a
decrease  in the  over-all  cost  of  revenue,  were to some  extent  offset  by
increases in advertising and marketing  expenses during the six month ended June
30, 2000.

     The Company  discontinued the operation of its Hotel segment as of December
31, 1999 and as a result did not  experience  any gain or loss in operation  for
that Segment during the first six months of 2000.  Operating income in the Pager
segment  decreased  by $500,000  from  $600,000 in the six months ended June 30,
1999 to  $100,000  for the six months  ended June 30, 2000  primarily  due to an
over-all reduction in sales from prior comparable periods combined with research
and  development  costs.  In addition,  operating  income in the Travel Services
segment  decreased by $187,000  from  $175,000 for the six months ended June 30,
1999 to ($12,000)  for the six months ended June 30, 2000 due in part to reduced
sales  in  that  segment  combined  with  increased  advertising  and  marketing
expenditures.  Operating  income in the Other segment  improved by $566,000 from
($603,000)  for the six months  ended  June 30,  1999 to  ($37,000)  for the six
months ended June 30, 2000. The  improvement  is primarily due to  restructuring
which resulted in the elimination of six retail locations.



                                       15
<PAGE>

     Other Income (Expenses).  Total other expense was ($702) for the six months
ended June 30, 2000,  compared with $3 million in income for a comparable period
in 1999.  The  decrease  primarily  reflects  losses on  marketable  securities,
options,  and  related  interest  expenses.  Please see the three  month  period
analysis for further  information.  During the period ending June 30, 2000,  the
Company  experienced a realized and unrealized loss on the trading of securities
in the  amount of  ($1.4)  million  compared  with a gain of $1.2  million  in a
comparable  period of 1999.  Please  see the three  month  period  analysis  for
further information. The Company records its investment in trading securities in
accordance with Statement of Financial  Accounting Standards No. 115, Accounting
for Certain  Investments in Debt and Equity Securities,  and therefore,  adjusts
marketable  securities to market  value,  thereby  reflecting  changes in market
value through the income statement in the current period.

     The Company  experienced loss from operation for the six months ending June
30, 2000 of  ($700,000)  million,  compared  with income of $1.1 million for the
comparable  period in 1999.  The Company  has not made any tax  payments at this
time due to the net operating  loss.  However,  the Company  intends  offset any
federal  income taxes  accruing  during the year 2000 with its Income Tax Refund
Receivable.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to changes in interest rates affecting the return on
its notes  receiveable and  investments.  In the normal course of business,  the
Company  employs  established  policies and procedures to manage its exposure to
fluctuations in interest rates.

     The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's  investments and notes  receivables.  The Company has
not used  derivative  financial  instruments  in its investment  portfolio.  The
Company  places  their  investments  in  enterprises  with which it has majority
control  and thus limits the amount of credit  exposure  to any one issuer.  The
Company protects and preserves its invested funds by limited default, market and
reinvestment risk.

PART II  --  OTHER INFORMATION

Item 1.  Legal Proceedings.

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

     Himmelman  and Love vs. Wade Cook  Seminars.,  et al. On February 26, 1999,
two former  employees of Wade Cook  Seminars,  Inc.  filed a complaint  with the
Pierce  County  Superior  Court  of the  State  of  Washington  alleging  sexual
harassment,  retaliatory  discharge and defamation.  On July 10, 2000, the court
granted the plaintiff's motion to dismiss the suit without prejudice and without
settlement.

Item 2.  Changes in Securities.

     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 June 8, 2000
in Seattle/Tacoma Washington.



                                       16
<PAGE>

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

    NAME                    FOR                    AGAINST           WITHHELD

    Robin Anderson          58,152,320             119,235           450,361
    Joel Black              58,268,505             3050              334,176
    Robert Hondel           58,156,400             115,155           446,281
    Dan Wagner              58,147,270             124,285           455,411

     In addition, Gene Stevens,  appointed to the Board of Directors on February
16, 2000 was ratified as a member of the Board of Directors by the  Stockholders
on June 8, 2000.

                           For                     Against           Withheld
Gene Stevens               58,245,454                326,683           30,544


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

         Laura M. Cook
         Wade B. Cook
         Nick Dettman
         Janice Leysath
         Angela Pirtle

Item 5.   Other Information.

Repurchase of Company Common Stock.

     On February 16, 2000,  the Board of Directors  authorized the repurchase of
up to two million shares of the Company's  common stock in the open market on or
before  December  31,  2000.  On June 8, 2000,  the  Company was  authorized  to
repurchase  up to one million  additional  shares or its common  stock  during a
period  ending  on June 8,  2001.  The  repurchase  of  Company  shares  will be
conducted in accordance with Rule 10b-18 under the Exchange Act . Currently, the
Company has repurchased $250,000 shares of stock on the open market.

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

(a)  Exhibits

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


(b)  Reports on Form 8-K

     None




                                       17
<PAGE>


                                   SIGNATURES

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



                                  WADE COOK FINANCIAL CORPORATION

August 14, 2000                   /s/ Wade B. Cook
                                  ---------------------------------------------
                                  Wade B. Cook, Chief Executive Officer


August 14, 2000                   /s/ Cynthia Britten
                                  ---------------------------------------------
                                  Cynthia C. Britten, Chief Financial Officer,
                                  Chief Accounting Officer


<PAGE>


                                  EXHIBIT INDEX


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

    27.1                   Financial Data Schedule