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 March 31, 2002

                                       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 [ ] No [x]

The number of outstanding  shares of the registrant's  common stock,  $0.001 par
value, as of May 15, 2002 was 65,245,348 shares.


<PAGE>


                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index


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............18

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

Item 1. Legal Proceedings.....................................................19

Item 2. Changes in Securities and Use of Proceeds.............................19

Item 3. Defaults Upon Senior Securities.......................................19

Item 4. Submission of Matters to a Vote of Security Holders...................19

Item 5. Other Information.....................................................19

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

Signatures....................................................................25






                                       i
<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1: Financial Statements.

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


<TABLE>
(in thousands)                                              March 31, 2002       December 31, 2001
                                                            --------------       -----------------

Assets:
  Current Assets:
    <S>                                                                 <C>                   <C>
    Cash and cash equivalents                                           $-                    $643
    Marketable securities                                              306                     155
    Receivable from construction loan                                  618                     809
    Receivables, trade and credit card                               1,888                   1,803
    Inventory                                                        1,509                   1,510
    Notes receivable - employees, current portion                       85                      84
    Due from related parties                                           133                     119
    Deferred tax assets                                                851                     936
    Income tax refund receivable                                     3,337                   3,053
    Prepaid expenses                                                    99                      45
                                                          -----------------     ------------------

  Total current assets                                               8,826                   9,157
                                                          -----------------     ------------------

  Property, plant and equipment, net of depreciation                 7,078                   7,446
                                                          -----------------     ------------------
  Goodwill, net of amortization                                      1,149                   1,149
                                                          -----------------     ------------------

  Other assets:
  Other investments                                                  4,794                   4,553
  Deposits in other assets                                             353                     408
  Notes receivable,  employees                                         982                   1,047
                                                          -----------------     ------------------

  Total other assets                                                 5,829                   5,671
                                                          ----------------      ------------------

Total assets                                                       $23,182                 $23,760
                                                          =================     ==================
</TABLE>



                                       1
<PAGE>

<TABLE>
(in thousands)                                              March 31, 2002       December 31, 2001
                                                            --------------       -----------------

Liabilities and Shareholders' Equity:
  Current liabilities:
    <S>                                                              <C>                     <C>
    Bank overdraft                                                    $175                      $-
    Current portion of long-term debt                                2,785                   2,625
    Accrued expenses                                                 1,204                   1,730
    Accounts payable                                                 3,763                   3,596
    Margin loans in investment accounts                                  5                       2
    Payroll and other taxes withheld and accrued                       471                     214
    Income taxes payable                                                 -                       -
    Deferred revenue                                                   931                   1,270
    Payables, related parties                                          303                     317
                                                            --------------      ------------------
  Total current liabilities                                          9,637                   9,754

Due to related party, long term                                      2,045                   2,045
Long-term debt                                                       4,655                   4,569
Deferred revenue                                                     1,414                   1,083
                                                            --------------      ------------------
Total long-term liabilities                                          8,114                   7,697

Total liabilities                                                   17,751                  17,451
                                                            --------------      ------------------

Minority interest                                                      673                     668
                                                            --------------      ------------------

Shareholders' Equity
    Preferred stock                                                      -                       -
    Common stock                                                        64                      64
    Paid-in capital                                                  4,845                   4,845
    Prepaid advertising                                                (60)                   (110)
    Retained Earnings                                                  549                   1,469
                                                            --------------      ------------------
                                                                     5,398                   6,268

  Less: common stock in treasury at cost:                             (640)                   (627)
                                                            --------------      ------------------
Total shareholders' equity                                           4,758                   5,641
                                                            --------------      ------------------

Total liabilities, minority interest, and stockholders'
  Equity                                                           $23,182                 $23,760
                                                            ==============      ==================
</TABLE>


                                       2
<PAGE>

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


<TABLE>
                                                 For the Three Months Ended
                                             -----------------------------------
(in thousands, except per share data)        March 31, 2002       March 31, 2001
                                             --------------       --------------
<S>                                                  <C>                 <C>
Revenue, net of returns and discounts                $5,773              $12,277
                                             --------------       --------------
Costs and expenses:
  Cost of revenue                                     1,949                4,908
  Selling, general and administrative                 4,874                7,711
                                             --------------       --------------
Total operating costs                                 6,823               12,619
                                             --------------       --------------
Income (loss) from operations                        (1,050)                (342)
                                             --------------       --------------
Other income (expense):
  Interest and dividends                                 34                   62
  Loss on trading securities                            (23)                (679)
  Interest expense                                     (180)                (109)
  Gain (loss) on disposition of asset                   (46)                   -
  Other income                                          195                  701
                                             --------------       --------------
Total other income (expenses)                           (20)                 (25)
                                             --------------       --------------
Income before income taxes                           (1,070)                (367)
                                             --------------       --------------
Benefit from income taxes                              (184)                (147)
Minority Interest                                         5                    4
                                             --------------       --------------
Income from continuing operations                     $(891)               $(224)
                                             --------------       --------------
Extraordinary loss (net of income tax
  benefit of $15)                                       (29)                   -
                                             ==============       ==============
Net income (loss)                                     $(920)               $(224)
                                             ==============       ==============
Earnings per share
  Income from continuing operations                   $0.01                $0.00
  Loss from extraordinary item                         0.00                 0.00

Net loss                                              $0.01                $0.00
                                             ==============       ==============
Weighted average number of shares                    64,671               64,059
</TABLE>



                                       3
<PAGE>

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


<TABLE>
                                                 For the Three Months Ended
                                             -----------------------------------
(in thousands)                               March 31, 2002       March 31, 2001
                                             --------------       --------------

<S>                                                   <C>                  <C>
Cash provided by (used in) operations                 $(876)               $(118)
Cash provided by (used in) investing activities        (178)                 427
Cash used in financing activities:
     Net (payments) borrowings                          411                    3
                                             --------------       --------------

Net increase (decrease) in cash                       $(643)                $312
                                             ==============       ==============
</TABLE>





                                       4
<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                 March 31, 2002


1.   Basis for Presentation The accompanying unaudited financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the three-month period ended March 31, 2002 are not necessarily  indicative
     of the results that may be expected for the year ending  December 31, 2002.
     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, 2001 (the "Form
     10-K") and the risk factors contained in Exhibit 99.2 attached hereto.

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

3.   Licensing Arrangement
     In June of 1999, the Company  initiated an informal  licensing  arrangement
     with the  Anderson  Law Group  ("ALG") with respect to licensing of certain
     intellectual  property.  Under the  temporary  licensing  arrangement,  the
     Company  receives  payments in the form of  marketing  fees equal to 35% of
     ALG's gross proceeds from select services.  During the first fiscal quarter
     of 2002, the Company received approximately $178,000 in marketing fees from
     ALG.

4.  Contingencies
     The  Company  is  subject  to legal  proceedings  and  claims,  which  were
     discussed in detail in the Form 10-K, 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 results 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/informational alert services, Travel services, and Other. The
     Seminars 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 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/informational  alert  service
     segment produces the IQ Pager and Daily IQ. The IQ Pager offers subscribers
     with  one-way   paging   services  for  receiving   stock  market   related
     information.  In the first quarter of 2002, the Company  launched Daily IQ.
     Daily  IQ  is  an  interactive   information   alert  service  that  allows



                                       5
<PAGE>

     subscribers to customize stock market informational  alerts.  Unlike the IQ
     Pager,  Daily IQ can be accessed on any email enabled device including Palm
     Pilots,  computers,  and cell  phones.  Daily IQ is  expected to replace IQ
     Pager by the end of 2002.  The Travel  service  segment is a travel  agency
     that is also in the business of selling  travel agent  training  kits.  The
     Other  segment  primarily  includes  residential  real  estate  development
     projects, and an inter-company advertising agency. The Company entered into
     a sales and  distribution  agreement  with  respect  to a line of skin care
     products identified under the brand name Fresh Cleanse(R).  As of the first
     quarter  of 2002,  the  Company  had  neither  executed  sales of the Fresh
     Cleanse product line nor commenced significant  operations related thereto.
     As a result,  the Company has not provided separate  accounting  related to
     the Fresh Cleanse product line.

     Information on the Company's  business  segments for the three months ended
     March 31,

<TABLE>
     (in thousands)                                  2002                 2001
                                                   --------             --------
     <S>                                             <C>                 <C>
     Net revenues and sales
     ----------------------
        Seminars                                     $4,760              $10,026
        Product sales                                   615                1,523
        Pager/informational alert services              164                  339
        Travel service                                  240                  429
        Other                                             -                  881
        Less: inter-company sales                        (6)                (921)
                                                   --------             --------
                                                                         $12,277
                                                     $5,773
                                                   =========            ========

     Cost of sales
     -------------
        Seminars                                     $1,607               $3,479
        Product sales                                   299                  759
        Pager/informational alert services               43                   53
        Travel service                                    -                    -
        Other                                             -                  642
        Less: inter-company sales                        (-)                 (25)
                                                   --------             --------
                                                     $1,949               $4,908
                                                   ========             ========

    Operating income
    ----------------
        Seminars                                      $(664)               $(511)
        Product sales                                  (236)                (317)
        Pager/informational alert services               29                  222
        Travel service                                  (35)                 100
        Other                                          (144)                 179
        Less: inter-company sales                       (15)                  (-)
                                                   --------             --------
                                                    $(1,050)               $(342)
                                                   ========             ========
</TABLE>



                                       6
<PAGE>

<TABLE>
                                                 For the Three Months Ended
                                             -----------------------------------
    (in thousands)                           March 31, 2002    December 31, 2001
                                             --------------    -----------------
    <S>                                                  <C>                  <C>
    Net Identifiable assets
    -----------------------
        Seminars                                         $-                   $-
        Product sales                                   271                  508
        Pager/informational alert services            1,232                1,232
        Travel service                                   82                   71
        Other                                            50                   50
                                             --------------    -----------------

    Segmented assets                                  1,635                1,861
                                             --------------    -----------------
    Corporate assets                                $12,922              $12,922
                                             --------------    -----------------
        Total identifiable assets                   $14,557              $14,783
                                             ==============    =================
    Accumulated Depreciation
    ------------------------
        Seminars                                         $-                   $-
        Product sales                                   249                  431
        Pager/informational alert services              845                  906
        Travel service                                   64                   59
        Other                                            24                   19
                                             --------------    -----------------

    Segmented assets depreciation                     1,243                1,354
                                             --------------    -----------------
    Corporate assets depreciation                    $6,234               $5,983
                                             --------------    -----------------
       Total accumulated depreciation                $7,477               $7,337
                                             ==============    =================
       Net identifiable assets                       $7,080               $7,446
</TABLE>

     Goodwill  remaining from the acquisition of subsidiaries  amounts to $1,036
     for  Ideal  Travel  and $113  for  Information  Quest.  No  impairment  was
     recognized in the first quarter of 2002.

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.
     As a result of the Earthquake,  Wade Cook Financial  Corporation's ("WCFC")
     corporate   headquarters   (the   "Headquarters"),   located  in   Seattle,
     Washington,  experienced  severe  localized  resulting  water  damage  (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  Company-owned  Headquarters
     serves as the base of operations for the Company's executive management and
     houses the Company's sales, legal, accounting,  support, and administrative
     departments.

     The  combination  of the  Earthquake  and  Flooding  caused the  Company to
     significantly reduce operations,  and rendered one half of the Headquarters
     temporarily  unusable  until July of 2001.  The building has still not been
     completely  restored and consequently the Company has been unable to resume
     full  operations as of the first quarter of 2002. It is not presently known
     when the corporate headquarters will again be fully restored. The inability
     to fully  restore the  corporate  headquarters  has caused and continues to
     cause the Company to incur  substantial  continuing and extra expenses.  At
     this time, the Company does not have a final estimate of the full extent of
     property damage, lost profits,



                                       7
<PAGE>

     goodwill, and associated expenses incurred on account of the Earthquake and
     the Flooding, but believes such combined losses could exceed $5,000,000.

7.   Going Concern.
     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  However,  the  Company  has  sustained
     significant  operating  losses for the years ended December 31, 2001,  2000
     and 1999. In addition,  the Company has used substantial amounts of working
     capital in its  operations.  Furthermore,  at December 31,  2001,  2000 and
     1999, current liabilities exceed current assets by $215,000, $1.329 million
     and $2.789 million,  respectively. In view of these matters, realization of
     a major  portion  of the  assets  in the  accompanying  balance  sheets  is
     dependent  upon  continued  operations  of the  Company,  which  in turn is
     dependent  upon  the  Company's   ability  to  meet  its  working   capital
     requirements,  and the  success of its future  operations.  Management  has
     taken steps to reduce  costs,  improve  profitability,  and  liquidity.  By
     closing many of the unprofitable  Education and Distribution  Centers,  the
     Company  has  redirected  its  focus on its  core  business  of  conducting
     education investment seminars. In addition,  the reduction of employees and
     management's control of variable costs resulted in greater efficiency and a
     decrease in selling,  general and administrative costs. Management believes
     that actions  presently  being taken to revise the Company's  operating and
     financial  requirements provide the opportunity for the Company to continue
     as a going concern.



                                       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 technical noncompliance with
Form 10-K filed in the year ending December 31, 2000, 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, adverse economic conditions, 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
and Exhibit 99.2  attached  hereto.  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.



                                       9
<PAGE>

General

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

     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
("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.

     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.  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 ALG.  Under the temporary
licensing  arrangement,  the Company receives  payments in the form of marketing
fees equal to 35% of gross proceeds on select educational services.

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 a stock purchase agreement to invest in Ceristar, Inc. ("Ceristar"),  a
privately held company.  Pursuant to this agreement, the Company received 75,000
shares of  Ceristar,  Inc.  common stock for a purchase  price of $150,000.  The
shares were acquired through a private  placement.  In January 2000, the Company
purchased  and  additional  50,000 shares of Ceristar,  Inc.  common stock for a
purchase  price of  $100,000.  Ceristar  is a  company  engaged  in  integrating
telecommunications systems.

     On January 31, 2001, the Company  entered into a stock  purchase  agreement
for the purchase of common stock in a company  named Sundog  Technologies,  Inc.
("Sundog"). Sundog is a Delaware corporation



                                       10
<PAGE>

organized   in  1992  for  the  purpose  of  seeking  and   acquiring   business
opportunities.  Under this stock  purchase  agreement,  the Company  surrendered
250,000 shares of Surfbuzz.com, Inc. common stock, formerly held by the Company,
for 100,000  shares of Sundog common stock (for a more complete  description  of
this  investment see "Item 1 Business-  Investments"  in the Company's Form 10-K
for the fiscal period ended December 31, 2001).  The Company also paid $4,000 in
additional transfer costs. Sundog has approximately 23,900,000 shares issued and
outstanding,  and its common stock is registered  under the Securities  Exchange
Act of 1934, as amended.  Sundog has since changed its corporate name to Arkona,
Inc. Arkona, Inc. is traded under the ticker symbol "ARKN."

     In February 2002, the Company,  through its wholly owned subsidiary  SMILe,
entered into a Stock Purchase  Agreement to purchase the common stock of Aradyme
Development Corporation  ("Aradyme").  Under this stock purchase agreement,  the
Company  purchased 62,096 shares of restricted common stock for a purchase price
of $25,000.  Aradyme is a privately held  corporation  that has been involved in
the  development  of  alternative  new  user  friendly  data-base  applications.
Aradyme's  alternative  data-base  technology  seeks  to allow  users to  modify
data-base  parameters without  deconstructing and re-constructing the underlying
data-base involved.

     The Company holds additional investments in oil and gas properties, private
companies, real estate, and a minority interest in a hotels (for a more complete
description of these  investments  see "Item 1. Business -  Investments"  in the
Company's Form 10-K for the fiscal period ended December 31, 2001).

Liquidity and Capital Resources

     At March 31, 2002, the Company had current  assets and current  liabilities
in the amounts of $8.8 million and $9.6  million,  respectively,  resulting in a
working capital deficit of $800,000. The working capital deficit at December 31,
2001 was $600,000.  The increase in the capital deficit in the first quarter was
primarily  result of an increase in the current  portion of long-term  debt,  an
increase in accounts  payable,  and the occurrence of a bank overdraft  combined
with decreases in cash and cash equivalents and the Company's  construction loan
receivable.  The construction loan receivable  consists of proceeds available to
the Company  under a course of  construction  loan  obtained with respect to the
construction  of a luxury home located on real property  owned by the Company in
Western   Washington  (for  a  more  complete   description  of  the  course  of
construction loan see "Item 7. Management's Discussion and Analysis of Financial
Condition - Liquidity and Capital  Resources" in the Company's Form 10-K for the
fiscal period ended December 31, 2001).

     The  Company's  current  assets  decreased by $400,000 from $9.2 million at
December 31, 2001 to $8.8 million at March 31,  2002.  This  decrease in current
assets is  primarily  the result of  decreases  in the  Company's  cash and cash
equivalents and the Company's construction loan receivable.  The market value of
the  Company's  marketable  securities  increased by $100,000  from  $200,000 at
December 31, 2001 to $300,000 as of March 31, 2002,  due  primarily to a general
improvement in the securities  markets.  Inventory was $1.5 million at March 31,
2002 and did not change  significantly from December 31, 2001. Company inventory
includes tapes, cassettes,  manuals and books published by the Company,  various
related  marketing  materials,  supplies and other assorted items. The Company's
cash and cash  equivalents  decreased by $600,000  from $600,000 at December 31,
2002 to $0 at March 31, 2002.  This  decrease is primarily the result of Company
spending  that  resulted  in a bank  overdraft.  The  bank  overdraft  has  been
accounted for in the Company's financial  statements under current  liabilities.
The value of the  Company's  Cash and Cash  Equivalents  represent a snapshot in
time and varies daily depending on operational  and other revenues  generated by
the Company.  Consequently,  while Cash and Cash  Equivalents were $0.0 on March
31, 2002, this figure is likely to vary and may not necessarily be indicative of
Cash and Cash Equivalents during the second fiscal quarter.  The Company has not
made  estimated  tax payments  with respect to the year 2002 income  taxes.  The
Company is  preparing  its  federal  income tax return for the fiscal year ended
December  31,  2001 and  believes  it should  receive a refund of at least  $1.2
million.

     At March 31, 2002 the Company had current  receivables from related parties
in the amount of $100,000 consisting  primarily of loans to employees secured by
real property.

     The Company's Trade and credit card receivables  increased by $100,000 from
$1.8 million at December  31, 2001 to $1.9 million at March 31, 2002.  Trade and
credit card receivables  consist  principally of restricted cash held in reserve
by the Company's credit card processor for refunds and chargebacks. The increase
is primarily attributable the Company's transfer of additional revenues to this



                                       11
<PAGE>

reserve during the first quarter of 2002.

     Property,  plant and  equipment  decreased by $300,000 from $7.4 million at
December  31,  2001  to  $7.1  million  at  March  31,  2002  primarily  due  to
depreciation, and disposal of discontinued operations as of December 31, 2001.

     Current liabilities decreased by $200,000 from $9.8 million at December 31,
2001 to $9.6 million at March 31, 2002. This decrease in current  liabilities is
primarily attributable to lower deferred revenue. At March 31, 2002, the Company
had a  bank-overdraft  in the amount of $200,000.  This bank  over-draft  is the
result of  Company  spending  that  resulted  in issued  checks  being  returned
non-sufficient funds.

     Short-term  deferred  revenue  decreased  by $400,000  from $1.3 million at
December  31, 2001 to  $900,000 at March 31,  2002.  Deferred  revenue  consists
primarily of revenues  from seminars not yet  attended,  prepayments  for future
Pager/informational  alert services from Information Quest, and/or subscriptions
to the WIN online  service.  The  decrease  in  deferred  revenue  is  primarily
attributable  to a decrease in the sale of the  services  described  immediately
above (for more complete  description  of this decrease in sales see "Results of
Operations - Revenues" below).

     The current  portion of  long-term  debt  increased  by $200,000  from $2.6
million at December  31,  2001 to $2.8  million at March 31,  2002.  The current
portion of long-term  debt  consists  principally  of those  portions of Company
loans that come due within 12 months  (for a more  complete  description  of the
Company's  loans see "Item 7  Management's  Discussion and Analysis of Financial
Condition - Liquidity and Capital  Resource" in the Company's  Form 10-K for the
fiscal period ended  December 31, 2001).  Accounts  payable were $3.8 million at
March 31, 2002  compared  with $3.6 million at December  31,  2001.  The Company
attributes the increase in accounts payable  primarily to liquidity  constraints
which have lead to a delay in payment of some accounts payable.  The Company had
Accrued Expenses of $1.2 million at March 31, 2002 compared with $1.7 million at
December 31, 2001.  Accrued  Expenses  consist  primarily of accruals for refund
payments  due under the  Company's  consumer  redress  program.  The decrease of
$500,000 in Accrued Expenses is primarily attributable to the payment of refunds
under the Company's consumer redress program during the first quarter of 2002.

     At March 31,  2002,  the  Company had  payables  to related  parties in the
amount $300,000,  which primarily  represent royalties owed to related companies
of Mr. Cook.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive payments under a temporary  marketing  arrangement with ALG,
which  provides for payments to the Company equal to 35% of ALG's gross proceeds
on select educational services. The arrangement may be terminated at any time by
either  party.   During  the  first  quarter  of  2002,  the  Company   received
approximately $178,000 under this arrangement.

     Other  Investments  increased by $200,000 from $4.6 million at December 31,
2001 to $4.8  million  at March  31,  2002,  due  primarily  to  development  of
residential  luxury homes on property owned by the Company ( for a more complete
description  of the  Company's  residential  luxury  home  projects  see "Item 1
Business" of the Company's  Form 10-K for the fiscal  period ended  December 31,
2001).

     The Company's Other investments include the following:

<TABLE>
                                                                Investment
             Description of Investment                        (in thousands)
      --------------------------------------------------------------------------
      <S>                                               <C>                 <C>
      Oil and gas properties                            $281                $281
      Hotel and motel investments                        220                 220
      Investments in undeveloped land                  3,193               2,952
</TABLE>



                                       12
<PAGE>

<TABLE>
                                                                Investment
             Description of Investment                        (in thousands)
      --------------------------------------------------------------------------
      <S>                                               <C>                 <C>
      Oil and gas properties                            $281                $281
      Private companies -- Various industries          1,100               1,100
                                                      ------              ------
      Total Other investments                         $4,794              $4,553
                                                      ------              ======
</TABLE>

     The  Company's  principal  source  of cash in the past  has  been  from the
operation  of its  investment  seminars  and  sales of  tapes,  books  and other
materials  focused on business  strategies  and  financial  and personal  wealth
management.  The Company does not have an established  bank line of credit.  The
cash used by operating  activities  was $(900,000) as of March 31, 2002 compared
with $(100,000) at March 31, 2001. The Company primarily  attributes this change
to an over-all decline in sales without a corresponding proportional decrease in
Selling, General and Administrative Expenses.

     Cash used by investing  activities was $400,000 at March 31, 2001, compared
with cash used by investing  activities in the amount of $(200,000) at March 31,
2002. This change with respect to investing  activities during the first quarter
of 2002 principally  reflects development of residential luxury homes in Western
Washington by the Company.

     The  Company   regularly   evaluates   other   acquisition  and  investment
opportunities,  and  additional  cash  resources may be devoted to pursuing such
opportunities.   In  February  2002,  the  Company,  through  its  wholly  owned
subsidiary SMILe, entered into a stock purchase agreement to purchase the common
stock of Ardayme. Aradyme is a privately held corporation that has been involved
in the development of alternative new user friendly data-base applications. This
purchase  is  accounted  for using the Cost  Method  of  accounting  (for a more
complete  description of this transaction see "Item 1 Business - Investments" in
this Report).

     The Company's practice of using available cash to fund subsidiaries and new
non-marketable  investments,  its working capital deficit,  the bank over-draft,
the current deficit in cash-flow,  the Company's significant long and short term
obligations,  recent  earthquake  damage,  costs  associated  with the Company's
consumer redress program,  the September 11 terrorist attack,  the fact that the
Company's  segment are not generating  cash as in the past, and the  significant
losses in the Company's Other Income have resulted in substantial constraints on
liquidity.  Consequently,  the  Company  has  been  unable  to pay  many  of the
Company's  accounts  payable,  refunds,  benefits,  vendors,  and other  similar
obligations in a timely manner, and has also caused the Company to actively seek
out additional financing through the  re-capitalization of Company assets (for a
more  complete  description  of these  items  affecting  liquidity  see  "Item 7
Management's  Discussion  and  Analysis of Financial  Condition - Liquidity  and
Capital  Resources"  in the  Company's  Form 10-K for the  fiscal  period  ended
December 31, 2001).  Subsequent to the first quarter, the Company became current
in the payment of  benefits.  If the  Company is  required to generate  cash for
working capital purposes from its properties and Other  investments,  it may not
be able to liquidate these assets in a timely manner, or in a manner that allows
the  Company to  realize  the full value of the  assets.  Moreover,  much of the
Company's owned real property has been  collateralized  for loans,  resulting in
diminished equity available for refinancing. (for a more complete description of
these  loans see "Item 7  Management's  Discussion  and  Analysis  of  Financial
Condition - Liquidity and Capital  Resources" in the Company's  Annual Report on
the Form 10-K for the  fiscal  period  ended  December  31,  2001).  Failure  to
generate  adequate cash resources for working  capital could require the Company
to cut back  operations,  delay or cancel  expansion and  development  projects,
dispose of properties,  businesses or investments on unfavorable  terms or cause
the Company to be unable to meet its obligations.*

     The Company is a party to a limited number of legal  proceedings.  See Part
II, Item 1 of this report for as well as other public  documents  filed with the
Securities and Exchange Commission for a more complete description.  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



                                       13
<PAGE>

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 and have been higher in recent periods.*  Adverse  publicity  resulting
from these matters may be  negatively  affecting  the  Company's  business,  and
further adverse  publicity could have further negative  effects.* If the Company
were found to be liable in certain of these proceedings,  the liability could be
material.

Critical Accounting Policies

     Below  are  some  of  the  Company's   accounting  policies  that  involved
significant  judgment in ascertaining  the underlying  estimates and assumptions
affecting  reported  financial  conditions  and  operating  results,  as well as
disclosure  of  contingent  assets  and  liabilities  as  of  the  date  of  the
consolidated financial statements. Management periodically looks at the accuracy
of these estimates and assumptions. Actual results may differ from estimates, as
these estimates involve assumptions that are inherently uncertain.

     In August 2001, the FSAB issued Statement of Financial Accounting Standards
("SFAS")  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets"  which  replaces SFAS 121,  "Accounting  for  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of." SFAS effects  financial  statements issued
for fiscal  years  commencing  after  December  15,  2001.  The Company does not
presently  believe the  adoption of SFAS No. 144 will have a material  effect on
the  Company's  results of  operations.  For the fiscal year ended  December 31,
2001, the Company continues to apply FSAS No. 121 in assessing long-lived assets
and APB 17 for intangibles.  The Company's long-lived assets include investments
in oil and gas properties,  stock  investments in private  companies,  goodwill,
identifiable  intangibles,  and minority  interests in hotels,  and property and
equipment.

     Property and equipment are stated at historical  costs and depreciated on a
straight-line  basis over the estimated  useful lives of the underlying  assets.
The estimated useful lives of furniture,  fixtures, equipment, and other similar
items generally ranges from three to seven years.  Goodwill was obtained through
the  acquisition  of the  Company's  subsidiaries  and is tested for  impairment
according  to FSAS 142  "Goodwill  and Other  Intangible  Assets."  See Item 7 -
Management's Discussion and Analyis of Financial Condition in the Company's Form
10-K for the fiscal period ended December 31, 2002.

     Long-lived  assets,   including   goodwill,   are  presently  assessed  for
impairment if situations indicate that the carrying amount of those assets needs
to be adjusted.  Impairment  is  determined  by looking at the present  carrying
value of the long-lived  asset and comparing the asset's  present  value.  Where
long-lived assets have a readily ascertainable market value, impairments will be
determined by comparing book value to market value.  Where a market value is not
readily  ascertainable,  management  will  apply  an  un-discounted  cash  flows
approach using its best estimate of future expected un-discounted  cash-flows to
determine  present value.  Cash-flow  projections are used by management to make
these  assessments,   and  involve  a  degree  of  judgement.   If  management's
projections  show that an impairment  exists,  then a loss will be recognized in
amount by which the carrying value exceeds the present fair value.

Revenue Recognition Policy

     The Company's  revenues are divided into five (5) segments (as disclosed in
Note W to the Company's Form 10-K for the period ended December 31, 2001):

     Seminar:  Revenues for seminars are recognized  when services are rendered.
Subscription  revenues for WIN  membership  generally are received for up to one
year in advance and are recorded and  presented in the  financial  statements as
deferred  revenue  until  earned.  Although  a  typical  subscription  binds the
subscriber to prepay,  the subscription  term begins when the customer  receives
his log on code.  The deferred  revenues are  recognized on a monthly basis over
the term of the contract. If a subscriber cancels within the first twelve months
of the service  period,  any  remaining  unearned  subscription  revenue will be
recognized into income at the time of the cancellation  because the subscription
is a binding nonrefundable contract. The Company gives fee access to WIN ranging
from  three  months  to 12  months,  when it sells  various  live  seminars  and
self-study  courses.  The  Company  accounts  for free  access to WIN as a sales
incentive.  The Company's total cost to operate WIN is immaterial.  In 2000, the
Company recognized revenue on the free access to WIN when the Company recognized
revenue  for the live  seminar  and  self-study  courses.  In 2001,  the Company
changed its  estimates  of  recognizing  revenue for free access to WIN over the
period of free access to WIN.



                                       14
<PAGE>

     Product Sales:  Includes the publishing  and  distribution  of video tapes,
audio tapes, and written materials designed to teach various investment and cash
flow  strategies for investing in the stock market,  asset  protection and asset
accumulation  techniques or strategies.  Revenues are  recognized  when finished
products are shipped to customers or services have been rendered.

     Pager/Informational  Alert Services: The Company sells IQ pager services in
twelve or twenty-four month contract subscriptions,  but receives the revenue in
advance,  which is presented in the  financial  statements  as deferred  revenue
until earned. The Company has also begun to sell an Informational  Alert Service
called  Daily IQ.  Subscriptions  to Daily IQ are  offered in the same manner as
subscriptions to the IQ Pager. The deferred  revenues for the IQ Pager and Daily
IQ are recognized on a monthly basis over the term of the contract.

     Travel Service: Commissions are received for travel related services, which
include domestic and international airline reservations,  hotel reservation, car
rental and tour  packages.  The  Company  also  markets and sells  travel  agent
training  packages.  Revenue on travel  services is  recognized  at the time the
customers  have already  traveled.  On the other hand,  revenues on travel agent
training packages are recorded when these are shipped to customers.

     Other:  Advertising/marketing  revenue  is  only  inter-company,  which  is
eliminated in the consolidation process.

Results of Operations

Three Months Ended March 31, 2002 Compared with the Three Months Ended March 31,
2001

     Revenue.  Revenue  from  continuing  operations  was $5.8  million  for the
quarter ended March 31, 2002,  compared with $12.3 million as of March 31, 2001.
The decrease of $6.5 million is primarily  attributable to an over-all reduction
in revenues from all of the Company's operating segments.

     During the first quarter of 2002,  Seminar  segment  revenues  decreased by
$5.2 million from $10.0  million in the first quarter of 2001 to $4.8 million in
the first  quarter of 2002.  The  Company  believes  the lower  overall  Seminar
segment  revenue  was  primarily  the  result  of lower  sales  due to a general
economic  downturn  in the U.S.  economy  that has caused  consumer  spending to
falter in recent periods; reduced attendance at the Company's seminars following
the  September  11th  terrorist  attacks  causing a reluctance  by the public to
travel; the previous year's downward trend in the stock and option markets;  the
effects of negative  press coverage  related to recent Federal Trade  Commission
action; and to some extent liquidity constraints. The Company is also evaluating
whether its business may be seasonal with demand for the Company's  products and
services slowing during the summer months, as well as at the year end.

     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  seminars.  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  effects  of this  economic
downturn, the Company cannot guarantee that these steps will be successful.

     The September 11, 2001  terrorist  attack (the "Attack") on the World Trade
Center in New York



                                       15
<PAGE>

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 or use the Company's
travel services. The Company's management assessing modification of its Business
Plan in order to limit its overall  dependence  on customers  who travel by air.
Such  modification  includes  tailoring  marketing  efforts  to attract a larger
percentage of event  attendees from the locations  where events are held.* While
the Company intends on taking steps to reduce the potential  negative effects of
the Attack on operations,  the Company cannot guarantee that these steps will be
successful.*

     The stock and option  markets have  experienced  significant  volatility in
recent  periods as well as a general  decline in value during 2001.  The Company
believes that this volatility and general decline caused individual investors to
limit or avoid participating in investing activities during the first quarter of
2002. In turn,  the Company  believes that this decline in interest in the stock
and options markets has led to a similar decline in the public's interest in the
Company's  products  and  services,  as these  products  and services are geared
toward educating  individual traders about strategies for trading in the capital
markets.

     On  February  20,  2002,  the FTC  filed an  application  for a motion  for
contempt  (the   "Application")  in  the  Federal  District  Court  for  Western
Washington,  claiming that the Company had allegedly violated  provisions of the
Order.  According to the FTC, the alleged  violations  involve disclosure of the
Company's rate of return,  substantiation of promotional  claims, and compliance
with consumer redress program deadlines and payment obligations.  The Company is
reviewing  the  Application  and is  preparing a response for the hearing on the
Application  scheduled  for June 28, 2002.  While the Company  believes that the
FTC's actions are unmerited,  the Company has been working  closely with the FTC
in resolving the matter and has made  substantial  progress  toward getting this
matter  resolved.  However,  as a result of the FTC's  Application,  the Company
experienced a great deal of negative press coverage both locally and nationally.
The Company  believes that this negative  press coverage may have persuaded many
potential  customers either not to purchase the Company's seminars or to request
a refund for seminars already purchased.

     The Company also believes that current liquidity constraints may be playing
a role in the  decline in  over-all  revenues.  Due to  declining  revenues  the
Company  has  experienced  liquidity  constraints  in the  last  several  fiscal
periods. To some extent during the first quarter of 2002, liquidity  constraints
have hampered the  Company's  ability to advertise its products and services and
have  interfered with the functioning of vendor  relationships.  In turn,  these
effects have made it more difficult to attract customers,  develop new products,
and provide the full compliment of the Company's seminars.

     Revenues  from the Product  sales  segment  decreased by $900,000 from $1.5
million in the first quarter of 2001 to $600,000  during the quarter ended March
31,  2002.  The decrease in Product  Sales is primarily  due to the same factors
affecting the Seminar  segment (the  Company's  products are typically  marketed
through the Seminar segment) as described above.

     Revenue in the  Pager/informational  alert  services  segment  decreased by
$100,000  from  $300,000 at March 31, 2001 to  $200,000 at March 31,  2002.  The
decrease in  Pager/informational  alert services  revenue  resulted from reduced
demand for this segment's products and services,  and fewer renewals of existing
subscriptions. The Company believes this decrease is the result of lower overall
sales due the same factors  affecting the Seminar  segment  (Pager/Informational
Alert  Services are  primarily  marketed at Company  seminars  and/or in related
marketing materials) as discussed above. Additionally, the Company believes that
recent  advancements  in  two-paging  technology  and in the  telecommunications
industry have lead to intense competitive pressures within this segment's market
niche,  and  ultimately  has  resulted in decline in  interest in the  Company's
original  one-way  pager  service  called  the IQ  Pager.  In  response  to such
competition,  the Company  reformatted this segment's pager services in the form
of an interactive



                                       16
<PAGE>

Informational/Alert  Service called Daily IQ. In future periods,  this segment's
revenues  shall be derived  from IQ Daily (for a more  complete  description  of
Daily IQ see "Item 1. Business" of this Report).

     Revenue  from the  Company's  travel  segment  decreased  by $200,000  from
$400,000  during the quarter ended March 31, 2001 to $200,000 for the comparable
period of 2002. The decrease is primarily  attributable the continuing  negative
effects of the Attack, and a decline in the Company's over-all use of its travel
agency services to book air and travel  accommodations.  In addition,  there has
been an overall  decrease in  commissions  received on travel  booking  that has
negatively  affected  the travel  segment  revenues.  The Company is the primary
client of its wholly owned travel agency Ideal Travel Concepts, Inc.

     The Other  segment,  consisting  primarily  of the  Company's  real  estate
development  operations  and  advertising  agency,  decreased  by $900,000  from
$900,000 in the quarter ended March 31, 2001 to $0 during the comparable  period
in 2002. This decrease is primarily due to the Company's reduced reliance on its
in-house  advertising  agency  during the first  quarter of 2002.  The Company's
over-all  reduction  in the amount of  advertising  placed  through its in-house
advertising agency resulted in a reduction in the receipt of related advertising
commissions.  Reduced reliance on the Company's  in-house  advertising agency is
primarily  attributable  to the  Company's  reduction  in  over-all  advertising
expense during 2002 and the Company's greater reliance on third party vendors to
place its marketing materials.

     Cost of Sales.  Cost of revenue decreased by $3.0 million from $4.9 million
in the quarter  ended March 31,  2001 to $1.9  million for the quarter  ended of
March 31,  2002.  This  decrease  in cost of revenue is due to a decrease in the
Cost of Sales of the  Company's  Seminars,  Product  Sales,  Pager/Informational
Alert Services, and Other segments.

     Cost of Sales  attributable to the Company's  Seminar segment  decreased by
$1.9  million  from $3.5  million for the  quarter  ended March 31, 2001 to $1.6
million for the  comparable  quarter in 2002.  This  decrease was  primarily the
result of a reduction  in revenues  in the Seminar  segment,  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 $500,000 from
$800,000 in the quarter  ended March 31, 2001 to $300,000 for the quarter  ended
March 31, 2002.  This  decrease was  primarily due to a reduction in revenues in
the Seminar segment, 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/informational  alert services segment was
$43,000 and did not change  significantly  from the comparable  quarter in 2001.
The cost of revenue for Travel Service  segment did not fluctuate  significantly
between the quarter ended March 31, 2001 and the quarter ended March 31, 2002.

     The Other  segment cost of revenue  decreased by $600,000  from $600,000 at
March  31,  2001 to $0 for the  quarter  ended  March  31,  2002.  The  decrease
primarily  represents the Company's reduced reliance on its in-house advertising
agency as described above.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses for the quarter  ended March 31, 2002 were $4.9 million
compared  with $7.7 million in the  comparable  period in 2001.  The decrease of
$2.8 million is primarily attributable to declines in payroll expense,  postage,
purchases,   and  state  and  federal  taxes.   While  Selling,   General,   and
Administrative  Expenses  decreased  during  the  first  quarter  of 2002,  this
decrease  was not as  proportionally  large  as the  decrease  in the  Company's
consolidated revenues.

     Operating Income.  The Company's  operating income changed by $800,000 from
$(300,000)  for the quarter ended March 31, 2001 compared to $(1.1)  million for
the quarter  ended March 31,  2002.  This change in  operating  income  resulted
principally  from a decline in  revenues  in the  Company's  operating  segments
without  a   corresponding   proportional   decline  in  Selling   General   and
Administrative Expenses.

     Operating income in the Seminar segment changed by $200,000 from $(500,000)
for the quarter



                                       17
<PAGE>

ended March 31, 2001 to $(700,000)  for the quarter  ended March 31, 2002.  This
change  was  primarily   attributable  to  a  decline  in  revenues   without  a
corresponding   proportional  decline  in  Selling  General  and  Administrative
Expenses  attributable to the Seminar  segment.  Operating income in the Product
Sales segment  changed by $100,000 from  $(300,000)  for the quarter ended March
31, 2001 compared  with  $(200,000)  for the quarter ended March 31, 2002.  This
change  was  primarily   attributable  to  a  decline  in  revenues   without  a
corresponding   proportional  decline  in  Selling  General  and  Administrative
Expenses attributable to the Product Sales segment.

     Operating income in the Pager/informational  alert services segment changed
by $200,000  from  $200,000  in the  quarter  ended March 31, 2001 to $0 for the
quarter  ended March 31,  2002.  This  change was  primarily  attributable  to a
decline in  revenues  without a  corresponding  proportional  decline in Selling
General and  Administrative  Expenses  attributable  to the  Pager/informational
alert service segment.

     Operating  income in the Travel  services  segment changed by $100,000 from
$(100,000) at March 31, 2001 to $0 at March 31, 2002.  This change was primarily
attributable  to a decline  in  revenues  without a  corresponding  proportional
decline in Selling  General  and  Administrative  Expenses  attributable  to the
Travel segment.

     Other segment  operating  income  changed by $300,000 from $200,000 for the
quarter ended March 31, 2001 compared to $(100,000)  for the quarter ended March
31,  2002.  This  change was  primarily  attributable  to a decline in  revenues
without  a   corresponding   proportional   decline  in  Selling   General   and
Administrative Expenses attributable to the Other segment.

     Other  Income  (Expenses).  Total other  income was  $(20,000)  and did not
change  significantly  from the quarter ended March 31, 2001. During the quarter
ended March 31, 2002, the Company  experienced a realized and unrealized gain on
the trading of  securities  in the amount of ($23,000)  compared  with a loss of
$(700,000) in a comparable  period of 2001. The Company  attributes the $677,000
improvement on trading  securities to a general  improvement in the U.S. capital
markets  resulting  in  larger  unrealized  gain in the  value of  Company  held
securities.  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 Other portion of
Other Income  decreased by $500,000  from $700,000 at March 31, 2001 to $200,000
at March 31,  2002.  The  principal  reason for this  decrease  is  declines  in
marketing  fees from the Anderson Law Group (for a more complete  description of
these marketing fees see "Note 3" of the "Notes to Interim Financial Statements"
of this Report).

     Income  (loss) before income taxes for the quarter ended March 31, 2001 was
$(400,000), compared with $(1.1) million for quarter ended March 31, 2001.

     Income Taxes. The Company's financial statements reflect income tax benefit
of $(100,000) and  $(200,000)  for the years ended 2001 and 2002,  respectively,
reflecting  a losses for the  Company  during  2001 and 2002  respectively.  The
Company's  effective  tax rates  have  historically  differed  from the  federal
statutory rate primarily because of certain deferred revenues,  unrealized gains
and losses on trading securities, accelerated depreciation and state taxes. As a
result of the foregoing,  the Company  experienced a net loss from operations of
$(200,000),  in 2001,  compared with a loss of  $(900,000) in 2002.  The Company
took into  consideration  Net Operations Loss carry backs and carry forwards and
deemed the income tax benefit realizable.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

     See Note M to the Company's  audited  financial  statements  included under
Item 8 of the Company's Form 10-K for the fiscal period ended December 31, 2001.

     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.



                                       18
<PAGE>

     The  Company's  exposure to market rate 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 many of their  non-marketable  investments  with
enterprises  with which it has  majority  control  and thus limits the amount of
credit  exposure  to any one issuer.  The Company  protects  and  preserves  its
invested  funds by  limiting  default,  market and  reinvestment  risk.  Company
payables are at fixed rates and therefore are not affected by market forces.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

     During the year ended  December  31,  2001,  the Company  resolved 3 of its
previously  reported  legal  proceedings.  This  section  generally  contains  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.  The
Company has established a threshold  amount for determining  whether  particular
legal  proceedings  will be  deemed a  material  event to the  Company.  For the
purposes of this  section,  the Company  shall  consider as material  and report
those  legal  proceedings  in  which  potential  liabilities   (excluding  legal
expenses)  exceed  $300,000.  Actions  required  by Item 103 of  Regulation  S-K
regardless  of threshold  dollar  amounts will continue to be reported as in the
past (for a more complete description of existing Legal Proceedings,  please see
the Company's  Form 10-K for year ended  December 31, 2001 and other  previously
filed periodic reports.

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.

     None.

Item 5. Other Information.

     During the first quarter of 2001,  the Company issued  1,922,500  shares of
common stock to employees and select independent speaking consultants as part of
an incentive stock bonus. The shares were granted pursuant to the Company's 1997
Incentive Stock Plan (the "Plan"). The shares of common stock issued pursuant to
the Plan were registered on Form S-8 with the Securities and Exchange Commission
on April 19, 1999.



                                       19
<PAGE>


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

(a) Exhibits

                                 EXHIBIT INDEX

   Exhibit No.      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



                                       20
<PAGE>

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

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

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

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

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

       3.2(2)       Bylaws of Wade Cook Financial Corporation

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

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

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

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



                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      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.



                                       22
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

      10.41(6)      Form of Speaker Agreement

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

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

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

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

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

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

     *10.48(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.

      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



                                       23
<PAGE>

      Exhibit
      Number        Description
      --------      ------------
      10.53(12)     Promissory Note in favor of Centium Financial Services, Inc.
                    dated August 10, 2001

      10.54(12)     Promissory  Note in favor of  Seattle  Funding  Group,  Ltd.
                    dated July 26, 2001

      10.55(12)     Promissory Note in favor of Bismark Mortgage  Company,  LLC
                    dated September 28, 2001

      10.56(12)     Meeting  and  Retail  Sales  Distribution   Agreement  dated
                    November 9, 2001 between Wade Cook Financial Corporation and
                    First Scientific, Incorporated

      10.57(12)     Licensing  Agreement  dated  September  2001  between  Stock
                    Market Institute of Learning, Inc. and B4UTrade.com

      10.58(12)     Third Amendment to Open-Ended  Product  Agreement dated June
                    30, 2001 between Wade Cook Financial Corporation and Wade B.
                    Cook

      16.1(9)       Letter re: Change in Certifying Accountant

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

*    This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000
(10) Previously  filed as an exhibit to the  Company's  Form 10-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
(12) Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on April 26, 2002

(b)  Reports on Form 8-K

     On February 25, 2002,  the Company filed a Form 8-K with the Securities and
     Exchange Commission.  The Form 8-K addressed two items. First, the Form 8-K
     disclosed  that the Company was  postponing a 10-for-1  reverse stock split
     scheduled  to occur on  February  28,  2002.  The Company did not select an
     alternative  reverse split date.  Second,  the Form 8-K also  addressed the
     Federal Trade  Commission's  ("FTC")  Application for a Motion for Contempt
     ("Application")  filed in the Federal District Court for Western Washington
     on February 20, 2002. The Application alleged the Company's  non-compliance
     with the voluntary  Consent Decree entered into between the Company and the
     FTC on October 5, 2002.



                                       24
<PAGE>

                                   SIGNATURES


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

                                    WADE COOK FINANCIAL CORPORATION



May 20, 2002                        /s/ Wade B. Cook
                                    --------------------------------------------
                                    Wade B. Cook, Chief Executive Officer and
                                    Chief Accounting Officer
                                    (Principal Financial and Accounting Officer
                                     and Duly Authorized Officer)








                                       25
<PAGE>


                                  EXHIBIT INDEX

   Exhibit No.      Description
   -----------      -----------
       2.1(5)       Stock Purchase  Agreement  dated June 30, 1998, by and among
                    the Company,  Entity Planners,  Inc., and Berry,  Childers &
                    Associates, L.L.C.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

       3.2(2)       Bylaws of Wade Cook Financial Corporation

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

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

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

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


                                       21
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      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.


                                       22
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      10.41(6)      Form of Speaker Agreement

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

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

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

      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


                                       23
<PAGE>


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

      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

      10.53(12)     Promissory Note in favor of Centium Financial Services, Inc.
                    dated August 10, 2001

      10.54(12)     Promissory  Note in favor of  Seattle  Funding  Group,  Ltd.
                    dated July 26, 2001

      10.55(12)     Promissory Note in favor of Bismark Mortgage  Company,  LLC
                    dated September 28, 2001

      10.56(12)     Meeting  and  Retail  Sales  Distribution   Agreement  dated
                    November 9, 2001 between Wade Cook Financial Corporation and
                    First Scientific, Incorporated

      10.57(12)     Licensing  Agreement  dated  September  2001  between  Stock
                    Market Institute of Learning, Inc. and B4UTrade.com

      10.58(12)     Third Amendment to Open-Ended  Product  Agreement dated June
                    30, 2001 between Wade Cook Financial Corporation and Wade B.
                    Cook

      16.1(9)       Letter re: Change in Certifying Accountant

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

*    This document has been identified as a management  contract or compensatory
     plan or arrangement.
(1)  Previously filed as an exhibit to the Company's  registration  statement on
     Form 10 filed with the SEC on April 30,  1997,  as amended on June 29, 1997
     and September 24, 1997
(2)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1998
(3)  Previously  filed as an exhibit to the Company's Form 10-K/A filed with the
     SEC on July 20, 1998
(4)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on August 8, 1998
(5)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 16, 1998
(6)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 1999
(7)  Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on March 31, 2000
(8)  Previously  filed as an exhibit to the  Company's  Form 10-Q filed with the
     SEC on November 14, 2000
(9)  Previously filed as an exhibit to the Company's Form 8-K filed with the SEC
     on December 4, 2000
(10) Previously  filed as an exhibit to the  Company's  Form 10-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
(12) Previously  filed as an exhibit to the  Company's  Form 10-K filed with the
     SEC on April 26, 2002





                                       24