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, 1999

                                       OR

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

         For the transition period from _______________ to __________________

                        Commission file number 000-29342

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

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

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

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

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

The number of outstanding  shares of the  registrant's  common stock,  $0.01 par
value, as of March 31, 1999 was 64,383,630 shares.


<PAGE>



                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index
<TABLE>

                                                                                                       Page
<S>                                                                                                     <C>

PART I --FINANCIAL INFORMATION...........................................................................3


Item 1:  Financial Statements............................................................................3


Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations..........12


Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................17


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


Item 1.  Legal Proceedings..............................................................................18


Item 2.  Changes in Securities..........................................................................20


Item 3.  Defaults Upon Senior Securities................................................................20


Item 4.  Submission of Matters to a Vote of Security Holders............................................20


Item 5.  Other Information..............................................................................20


Item 6.  Exhibits and Reports on Form 8-K...............................................................22

</TABLE>






                                       2

<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1:  Financial Statements


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

<TABLE>


(in thousands)                                                    March 31, 1999           December 31, 1998
                                                               ---------------------   --------------------------
ASSETS
<S>                                                              <C>                      <C>    
     Current Assets
         Cash and cash equivalents                                $     2,114               $   1,742
         Marketable securities                                          3,866                   2,870
         Receivables, trade                                             4,194                   3,112
         Inventory                                                      2,564                   3,743
         Receivables, related parties                                      84                     177
         Prepaid                                                          330                     354
                                                               ---------------------   --------------------------
     Total Current Assets                                              13,152                  11,998
                                                               ---------------------   --------------------------
     Property and equipment,
         net of depreciation                                           27,719                  29,204
                                                               ---------------------   --------------------------
     Goodwill, net of amortization                                      3,167                   3,061
                                                               ---------------------   --------------------------
     Other Assets
         Non-marketable investments                                     8,779                   9,494
         Other Investments                                                255                     255
         Deposits                                                         137                     151
         Notes receivable - employees                                   2,907                   2,920
         Receivable, related                                            1,559                   1,617
                                                               ---------------------   --------------------------
     Total Other Assets                                                13,637                  14,437
                                                               ---------------------   --------------------------
TOTAL ASSETS                                                      $    57,675               $  58,700
                                                               =====================   ==========================

</TABLE>



                                       3
<PAGE>


<TABLE>


(in thousands)                                                    March 31, 1999           December 31, 1998
                                                               ---------------------   --------------------------

<S>                                                               <C>                       <C>      
LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities
         Current portion of long-term debt                        $     3,749               $   4,667
         Accounts payable and accrued expenses                          7,732                   9,198
         Margin loans in investment accounts                              331                     146
         Payroll and other accrued taxes                                  193                     163
         Accrued income taxes                                           5,063                   4,969
         Deferred tax liability                                         1,081                     642
         Deferred revenue                                               6,916                   5,662
         Payables, related parties                                      2,525                   3,109
         Notes payable to officer                                          45                      45
                                                               ---------------------   --------------------------
     Total Current Liabilities                                         27,635                  28,601

     Long-term Debt, net of current portion                             8,615                   9,474
                                                               ---------------------   --------------------------
     Total Liabilities                                                 36,250                  38,075
                                                               ---------------------   --------------------------

     Minority Interests                                                  950                      936
                                                               
     Shareholders' Equity
         Preferred stock                                                   -                        -
         Common stock                                                    644                      644
         Paid-in capital                                               4,095                    4,095
         Prepaid advertising                                            (500)                    (500)
         Retained earnings                                            16,813                   15,987
                                                               ---------------------   --------------------------
                                                                      21,052                   20,226

         Less: Treasury stock at cost                                   (577)                    (537)
                                                               ---------------------   --------------------------
     Total Shareholders' Equity                                       20,475                   19,689
                                                               ---------------------   --------------------------

TOTAL LIABILITIES, MINORITY INTEREST, AND
     SHAREHOLDERS' EQUITY                                         $   57,675                $  58,700
                                                               =====================   ==========================


</TABLE>



                                       4
<PAGE>



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

<TABLE>


                                                                            For the Quarter Ended
                                                              ---------------------------------------------------
(in thousands, except per share data)                            March 31, 1999             March 31, 1998
                                                              ----------------------   --------------------------
<S>                                                               <C>                       <C>      
Revenues, net of returns and discounts                            $   27,207                $  30,545

Costs and expenses
       Cost of revenue                                                12,122                   12,979
       Selling, general and administrative                            15,059                   17,268
                                                              ----------------------   --------------------------
Total Operating Costs                                                 27,181                   30,247
                                                                            
Income from Operation                                                     26                      298
                                                              ----------------------   --------------------------
Other Income (Expenses)
       Gain (loss) on trading securities, investment income              
       and expense                                                       416                      858
       Interest expenses                                                 (62)                    (136)
       Other                                                             886                      118
                                                              ----------------------   --------------------------
Total Other Income (Expenses)                                          1,240                      840
                                                              ----------------------   --------------------------
Income before Income Taxes                                             1,266                    1,138
                                                                              
Provision for Income Taxes                                               443                      398

Minority Interest                                                          3                        8
                                                              ----------------------   --------------------------
Income from continuing operations                                        826                      748
                                                              ----------------------   --------------------------
Discontinued operations:
       Entity Planners, Inc. to be disposed of (net of                     -                      341
         income tax of  $183 in 1998)
       Operating income of Entity Planners, Inc.
         During phase-out period                                           -                        -
                                                              ----------------------   --------------------------
                                                                           -                      341
                                                              ======================   ==========================
 Net income                                                       $      826                $   1,089
                                                              ======================   ==========================

</TABLE>




                                       5

<PAGE>

<TABLE>


                                                                            For the Quarter Ended
                                                              ---------------------------------------------------
(in thousands, except per share data)                            March 31, 1999             March 31, 1998
                                                              ----------------------   --------------------------
<S>                                                                    <C>                          <C> 
Earnings per share
      Income from continuing operations                                0.01                         0.02
      Income from discontinued operations                                 -                            -
      Income during phase-out period                                      -                            -
                                                              ----------------------   --------------------------
      Net income per share                                             0.01                         0.02
                                                              ======================   ==========================

Weighted average number of common shares 
      Outstanding                                                    64,088                       63,888

</TABLE>






                                       6
<PAGE>



                Wade Cook Financial Corporation and Subsidiaries
                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>


                                                                          For the Quarter Ended
                                                            -------------------------------------------------
(in thousands)                                                  March 31, 1999            March 31, 1998
                                                            ----------------------   ------------------------
<S>                                                              <C>                     <C>        
Cash Provided by (Used in) Operation                             $    (349)              $     2,818

Cash Provided by (Used in) Investing Activities                      1,580                    (8,812)

Cash Provided by (Used in) Financial Activities
      Net borrowings (Payments)                                       (859)                    5,777
                                                            ----------------------   ------------------------
Net Increase (Decrease) in Cash                                  $     372               $      (217)
                                                            ======================   ========================

</TABLE>






                                       7
<PAGE>


                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                 March 31, 1999




1.   Basis for Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  have been  included.  Operating  results  for the
     three-month  period ended March 31, 1999 are not necessarily  indicative of
     the results that may be expected for the year ending December 31, 1999.

2.   Earnings per Share

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

3.   Discontinued Operations

     On June 30,  1998,  the  Company  sold the stock of Entity  Planners,  Inc.
     (EPI), a wholly owned subsidiary of Wade Cook Financial Corporation (WCFC),
     which owns a five year licensing agreement with WCFC enabling it to provide
     entity  structuring  services  relating  to the topic of asset  protection,
     estate  planning  and  tax  minimization.  EPI was  sold to a newly  formed
     company by principals  who have been involved in the  production,  selling,
     and  marketing of products  and seminars for the Company.  The stock of EPI
     was sold for $250,000.

4.   Licensing Agreement

     With the sale of EPI,  the  licensing  agreement  between  WCFC and EPI was
     transferred  to the  new  owners.  The  agreement  provides  for  aggregate
     licensing fees of up to $17.470  million payable with the future cash flows
     of the business  transferred.  The payment schedule  requires,  on a weekly
     basis,  the  remittance  of an amount  ranging from 70 to 75 percent of net
     sales or 30 percent of gross sales,  whichever is greater,  for a period of
     five years. The licensing agreement contains a renewal option.




                                       8
<PAGE>


5.   Contingencies

     The Company is subject to various legal proceedings and claims,  which were
     discussed  in detail in the 1998 Form 10K.  The Company is also  subject to
     certain  other  legal  proceedings  and  claims  which  have  arisen in the
     ordinary course of business and which have not been fully adjudicated.  The
     results  of the  Company's  legal  proceedings  cannot  be  predicted  with
     certainty;  however,  although  management  does not  presently  anticipate
     liability  related to any legal  proceedings  and claims  that would have a
     material adverse effect on its financial condition or result of operations,
     it has not yet  made an  estimate  of its  potential  exposure  in  several
     pending  proceedings and investigations or determined the impact of adverse
     results in such matters on its financial statements.

6.   Segment Reporting

     During 1998, the Company adopted SFAS No. 131,  "Disclosures About Segments
     of an Enterprise and Related  Information," which establishes standards for
     the way that companies report information about operating  segments,  based
     on the  approach  that  management  utilizes to organize  the  segments for
     management reporting and decision making.

     The Company  operates  through six  business  segments:  seminars,  product
     sales,  hotels,  pager services,  travel  services,  and other. The seminar
     segment conducts educational  investment and business seminars. The product
     sales segment  includes the  publishing  and  distribution  of video tapes,
     audio tapes, and written materials designed to teach various investment and
     cash flow  strategies for investing in the stock market,  asset  protection
     and asset accumulation techniques or strategies. The hotel segment includes
     the ownership of operating  hotels.  The pager services segment markets the
     IQ Pager, which provides subscribers with paging services for stock related
     information.  The travel service segment is a travel agency that is also in
     the  business of selling  travel agent  training  kits.  The other  segment
     includes  retail book  sales,  interest  in real  estate  ventures,  and an
     inter-company advertising agency.

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


<TABLE>

     (in thousands)                                   1999                    1998                  1997
                                               --------------------    -------------------    ------------------
<S>                                               <C>                      <C>                     <C>
     Net revenues and sales
          Seminars                                $   18,280               $  23,448               $  14,498
          Product sales                                7,014                   6,640                   4,031
          Hotels                                         821                     118                       -
          Pager service                                  608                     752                       -
          Travel service                                 552                     702                       -
          Other                                        1,455                   3,336                      59
          Less: inter-company sales                   (1,523)                 (4,451)                      -
                                               ====================    ===================    ==================
                                                  $   27,207               $  30,545               $  18,588
                                               ====================    ===================    ==================

</TABLE>






                                       9
<PAGE>

<TABLE>


     (in thousands)                                   1999                    1998                  1997
                                               --------------------    -------------------    ------------------
<S>                                               <C>                      <C>                     <C>      
     Cost of sales
          Seminars                                $    7,517               $   9,454               $   5,800
          Product sales                                3,753                   1,993                   1,716
          Hotels                                         311                      47                       -
          Pager service                                   64                     240                       -
          Travel service                                   -                       -                       -
          Other                                          989                   2,545                      34
          Less: inter-company sales                     (512)                 (1,300)
                                               ====================    ===================    ==================
                                                  $   12,122               $  12,979               $   7,550
                                               ====================    ===================    ==================

     Operating income
          Seminars                                $      927               $    (839)              $   1,747
          Product sales                                  395                     177                     447
          Hotels                                        (289)                    (13)                      -
          Pager service                                  477                     395                       -
          Travel service                                  73                     248                       -
          Other                                         (184)                    330                      84
          Less: inter-company sales                   (1,373)                                              -
                                               ====================    ===================    ==================
                                                  $       26               $     298               $   2,278
                                               ====================    ===================    ==================

     Identifiable assets
          Seminars                                $        -               $       -                $      -
          Product sales                                3,245                   3,044                   1,812
          Hotels                                      13,485                   5,287                       -
          Pager service                                1,513                       3                       -
          Travel service                                  23                       -                       -
                                               --------------------    -------------------    ------------------
     Segmented assets                                 18,266                   8,334                   1,812
     Corporate assets                                 13,335                  10,175                  10,639
                                               --------------------    -------------------    ------------------
          Total identifiable assets               $   31,601               $  18,509                $ 12,451
                                               --------------------    -------------------    ------------------

</TABLE>



                                       10

<PAGE>


<TABLE>

     (in thousands)                                   1999                    1998                  1997
                                               --------------------    -------------------    ------------------
<S>                                                      <C>                     <C>                <C>         
     Accumulated depreciation and
          Amortization
          Seminars                                $        -               $       -                $       -
          Product sales                                  876                     292                        -
          Hotels                                         363                     639                        -
          Pager service                                  169                       -                        -
          Travel service                                   1                       -                        -
                                               --------------------    -------------------    ------------------
     Segmented asset depreciation and
          Amortization                                 1,409                     931                        -
     Corporate asset depreciation and
          Amortization                                 2,473                   1,064                        -
                                               --------------------    -------------------    ------------------
     Total accumulated depreciation and
          Amortization                                 3,882                   1,995                        -
                                               --------------------    -------------------    ------------------
     Net identifiable assets                      $   27,719               $  16,514                $  12,451
                                               ====================    ===================    ==================
     Capital Expenditures
          Seminars                                $        -               $       -
          Product sales                                    -                       -
          Hotels                                           -                   6,089
          Pager service                                    -                       -
          Travel service                                   -                       -
                                               --------------------    -------------------    ------------------
     Total segment expenditure                             -                   6,089
     Corporate expenditures (sales)                   (1,585)                    801
                                               ====================    ===================    ==================
     Total capital expenditures                   $   (1,585)              $   6,890
                                               ====================    ===================    ==================
</TABLE>


7.   Reclassification

     Certain amounts in the condensed  consolidated financial statements for the
     three months ended March 31, 1998 have been  reclassified to conform to the
     1999 presentation.





                                       11
<PAGE>


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

     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects,"  "believe,"  "believes,"  "plans,"  "anticipate,"  "anticipates," "is
anticipated," or stating that certain actions,  events or results "will," "may,"
"should,"  or "can"  be  taken,  occur or be  achieved)  are not  statements  of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on management's expectations,  estimates and projections at
the  time  the   statements  are  made  that  involve  a  number  of  risks  and
uncertainties  which could cause actual  results or events to differ  materially
from those anticipated by the Company. Such risks and uncertainties include, but
are not limited to, the Company's  working capital  deficiency,  the effect that
recent  volatility  in the stock market may have on the interest of customers in
the  Company's  seminars,  products  and  services  and  on  the  Company's  own
investments,  the Company's ability to manage its growth and to integrate recent
acquisitions,  fluctuations  in the commercial  real estate  market,  failure of
recently acquired hotel properties to perform as expected, the domination of the
management of the Company by Mr. Cook, the  possibility  of adverse  outcomes in
pending or threatened litigation involving the Company,  consequences associated
with the  Company's  failure to pay state and federal  income tax when due,  the
Company's policy of committing available cash to additional investments, lack of
liquidity  in  the  Company's  investments,   the  ability  of  the  Company  to
successfully  remediate  its year 2000 issues and other risks and  uncertainties
discussed  herein and those  detailed  in the  Company's  other  Securities  and
Exchange Commission filings,  including the Company's Annual Report on Form 10-K
for the fiscal year ended  December 31, 1998.  Investors  are  cautioned  not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's expectations,  estimates and projections as of the date hereof. The
Company undertakes no obligation to publicly release the results of any revision
to these  forward-looking  statements  that  may be made to  reflect  events  or
circumstances  after  the date  hereof  or  changes  in  management's  opinions,
expectations,  estimates or projections.  For the convenience of the reader, the
Company has attempted to identify  forward-looking  statements contained in this
report with an asterisk (*). However,  the omission of an asterisk should not be
presumed to mean that a statement is not  forward-looking  statement  within the
meaning of Section 27A of the  Securities  Act and  Section 21E of the  Exchange
Act.

General

     Wade Cook  Financial  Corporation  is a holding  company that,  through its
wholly-owned subsidiary Wade Cook Seminars, Inc. ("WCSI"),  conducts educational
investment  and business  seminars and produces and sells video and audio tapes,
books and other written  materials focused on investment  strategies,  financial
planning  and  personal  wealth  management.  The  Company's  core  business  is
financial  education,  though its seminar and  publishing  concerns.  These core
businesses are complemented by bookstores that focus on financial  education,  a
pager  service that provides  stock quotes and other  financial  information,  a
subscription-based  web site that  provides  stock market  information  and that
illustrates the strategies taught in the Company's seminars and publications and
a travel-related service provider.

     In 1997, the Company acquired Ideal Travel  Concepts,  Inc., which provides
travel agent services to the Company and also markets services to travel agents.
Also during 1997, the Company  expanded its  publishing  activities by acquiring
three small publishing and book distribution  businesses,  Worldwide Publishers,
Inc., Origin Book Sales, Inc. and Gold Leaf Press, Inc.

     In 1998, the Company  acquired  Information  Quest,  Inc.  (distribution of
paging  devices  that  transmit  stock  market  data),  exchanged  stock for the
assignment of all rights and interests of Quantum  Marketing,  Inc. (local sales
and  marketing  offices) and acquired all the rights and  interests in Get Ahead
Bookstores,  Inc.  (bookstores).  Also in  1998,  the  Company  disposed  of the
business of Entity Planners,  Inc. ("EPI"),  its entity formation business.  The
buyer paid $250,000 to the Company for the stock of EPI, and agreed to pay up to
$17.5  million to the Company in royalty  payments  based on future sales of the
business. The Company accounts for EPI as a discontinued business operation.





                                       12

<PAGE>


     In  addition  to its core  businesses,  the  Company  has made a variety of
investments  in real estate,  hotels,  oil and gas  projects  and other  venture
capital limited partnerships and private companies and in marketable securities.
In 1997, the Company formed Bountiful Investment Group to manage its real estate
and hotel  investments and embarked on a strategy of acquiring  larger stakes in
hotel  projects.  Pursuant to this strategy,  in 1998, the Company  acquired the
Best Western McCarran House hotel, located in Sparks, Nevada and the Four Points
by Sheraton hotel in St.  George,  Utah. In 1998, the Company also increased its
25%  interest in the  Airport  Ramada  Suites in Salt Lake City,  Utah to 75% in
exchange  for  interests  in other hotel  properties  held by the  Company.  The
financial  results of each of these  properties is consolidated in the Company's
financial  statements  from the date the majority  ownership was  acquired.  The
Company's hotels required  greater than anticipated  renovation and upgrading to
secure favorable hotel chain  affiliations and have not performed as well as the
Company anticipated prior to their acquisition. The hotels experienced losses in
1998 and during the first quarter of 1999, and it is uncertain whether they will
be profitable in the future. The Company may maintain its current investments in
hotel  properties,  but does not have any  current  plans to acquire  additional
hotel properties in the near future.*

     Although the Company has been  profitable in the past,  it has  experienced
dramatic growth,  acquired or established new businesses,  increased general and
administrative  expenses,  made  investments in hotel and other projects outside
the  traditional  business of WCSI.  These  activities  have reduced  profits in
recent periods. In addition,  revenue from WCSI has been lower in recent periods
than in previous comparable periods.  The Company cannot predict the effect that
recent world  economic  conditions or stock market  volatility  will have on the
interest of investors  in the seminars and other  products and services of WCSI,
or on WCSI's  revenue or profits.  There can be no assurance  that the Company's
operation will be profitable in the future.

Liquidity and Capital Resources

     At March 31,  1999,  the Company had  current  assets of $13.2  million and
current liabilities of $27.6 million,  resulting in a working capital deficit of
$14.4  million  compared  with a working  capital  deficit  of $16.6  million at
December 31, 1998.  The working  capital  deficit was reduced  primarily  due to
repayment  by the Company of $859,000  of the current  portion of its  long-term
debt and a reduction in current accounts payable and accrued  expenses.  Current
liabilities  at March 31, 1999 include $6.9 million in deferred  revenue,  which
results  principally from payments  received from persons who have signed up and
paid in advance for future pager services from Information Quest,  subscriptions
to the  WIN  website  or  revenues  from  seminars  not  yet  attended.  Current
liabilities  at March 31,  1999 also  include  $5.1  million  in taxes  payable,
including  estimated  interest,  which are delinquent  payments owed on 1998 and
1997 state and federal  income  taxes.  The Company has not made  estimated  tax
payments with respect to income taxes in 1999.  The accrued  liabilities  do not
include penalties, which may be material.

     At March 31,  1999,  the  Company had  payables to related  parties of $2.5
million which represent primarily royalties owed to Mr. Cook.

     The market value of the Company's marketable securities increased from $2.9
million at December 31, 1998 to $3.9 million at March 31, 1999,  due to realized
gains of $585,000 on sales of securities,  and additional investments using cash
received  upon the  sale of real  estate  by a  wholly-owned  subsidiary  of the
Company. The Company also had an unrealized loss of $127,000 due to lower market
values  attributable to the Company's retained  portfolio.  Inventory  decreased
from $3.7  million at December  31,  1998 to $2.6  million at March 31, 1999 due
primarily  to  the  imposition  of  inventory   controls  which  reduced  excess
inventory.  At March 31,  1999 the Company  also had  receivables  from  related
parties of $2.9 million  consisting  principally  of term loans to employees and
directors,  the majority of which are secured by mortgages on real property,  as
well as  receivables  of $1.6 million from  companies  owned by Wade B. Cook and
from relatives of Mr. Cook.

     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 stock market and real estate strategies, financial planning
and personal wealth  management.  The Company does not have an established  bank
line of credit.  Cash used by operations was $349,000 in the quarter ended March
31, 1999. This represents





                                       13

<PAGE>


losses  from  businesses  acquired  or begun in 1997  and 1998  combined  with a
reduction in revenue from the Company's  seminars and related  businesses in the
quarter ended March 31, 1999.

     Cash used for debt  repayment  was $859,000 for the quarter ended March 31,
1999,  compared  with $5.8 million in net  borrowings  during the quarter  ended
March 31,  1998 which was  primarily  attributable  to the  assumption  of notes
during the acquisition of other  businesses and  properties.  In March 1999, the
Company  was  obligated  to make an $895,000  payment on a term loan  assumed in
connection  with the  acquisition  of the Best Western  McCarran  House hotel in
Sparks, Nevada. The Company renegotiated the debt and paid $600,000 plus accrued
interest  and a 4% late fee in March  1999,  and  agreed to pay the  balance  of
$295,000 on April 10, 1999. The Company subsequently  renegotiated the repayment
of the  remaining  balance  and  agreed to pay the  remaining  balance  in three
monthly installments of approximately $100,000,  including interest. The Company
has paid the installments due in April and May of 1999. The final installment is
due in June 1999.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled  to receive  payment  under its license  agreement  with EPI based on a
percentage  of sales,  but not less than $35,539 per week which  represents  the
minimum  weekly  payment due ($40,385)  less 12% payable to Mr. Cook  personally
pursuant to a prior understanding  between Mr. Cook and the Company.  Receipt of
these  payments may, as a practical  matter,  be dependent on the success of the
business in the hands of the buyers.  To date,  EPI has made all  payments  when
due.

     Non-marketable investments decreased from $9.5 million at December 31, 1998
to $8.8 million at March 31, 1999,  due  principally  to the sale of real estate
owned by one of the Company's wholly-owned  subsidiaries and the reinvestment of
a portion of the proceeds in marketable investments.

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

                                               Investment
        Description of Investment            (in thousands)
------------------------------------------ -------------------
Oil and gas properties                        $    1,325

Hotel and motel investments                        5,190

Investments in undeveloped land                      792

Private companies -- Various industries            1,650

Less: undistributed income (loss)                    178
                                           -------------------

Total non-marketable investments              $    8,779
                                           ===================


     The Company has  continued to fund recently  formed and acquired  business.
The  Company's  policy of using  available  cash to acquire  or fund  developing
businesses and  non-marketable  investments and its working capital deficit have
resulted in constraints on liquidity,  including  failure to pay tax obligations
when due. The Company has  significant  cash  commitments  and  requirements  in
future  periods,  including  its unpaid taxes and other current  payables,  $3.7
million in current  maturities of long-term  debt at March 31, 1999 and $672,000
in lease payments accruing through December 31, 1999.

     The Company  also  anticipates  spending  up to $600,000  over the next six
months  for  improvements  to it  hotel  properties,  but this  amount  could be
exceeded.*

     The Company has not acquired any new  businesses in the first quarter 1999.
Instead it has focused on its currently  owned and core businesses and repayment
of debt. Cash flow from operations,  which has  historically  been the Company's
principal source of cash for working capital, has decreased in




                                       14

<PAGE>


recent periods due  principally to a reduction in revenues  attributable  to the
Company's  seminar segment,  continuing  operating losses in the Company's hotel
segment  and  ongoing  funding  requirements  of  recently  acquired  or  formed
businesses.

     If the Company is required to generate  cash for working  capital  purposes
from its non-marketable investments, it may not be able to liquidate investments
in a timely  manner,  in a manner  that  allows the  Company to realize the full
value of the investments, or at all. Failure to generate adequate cash resources
for working  capital  could  require the Company to cut back  operations,  delay
expansion and  development  projects,  or cause the Company to be unable to meet
obligations in a timely manner.

     The  Company  is a party to  various  government  investigations  and legal
proceedings.  See Part II, Item 1 of this report for  descriptions of certain of
these proceedings.  Although the Company does not presently  anticipate material
liability  under any of these  matters,  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.* The outcome of these matters is difficult to predict and subject to
uncertainty,  and the legal  fees and other  costs  involved  may be  material.*
Adverse publicity  resulting from these matters may be negatively  affecting the
Company's  business,  and further adverse  publicity could have further negative
effects.*  If  the  Company  were  found  to  be  liable  in  certain  of  these
proceedings,  the  liability  could be  material.*  In addition,  if  government
agencies  charge the Company with  violation of certain  consumer  protection or
other laws and establish such violations, they could seek to require the Company
to pay  material  penalties  or to refund  money paid to the  Company by seminar
attendees within their jurisdiction or significantly  change the manner in which
the Company's business is conducted.* Any such result could materially adversely
affect the Company's financial condition or results of operations.*

Results of Operations

     Revenue.  Revenue from continuing  operations  decreased from $30.5 million
for the quarter ended March 31, 1998 to $27.2 million the comparable  quarter in
1999. The decrease is due primarily to reduced sales in the seminar segment from
$23.4  million  during  the first  quarter of 1998 to $18.3  million  during the
quarter ended March 31, 1999.  The Company  believes that the decline in seminar
revenue may have been influenced by reduced advertising, negative press coverage
of current litigation and governmental  investigations involving the Company and
possible  saturation  of certain  portions of its customer  base.  Revenues from
product  sales  increased by $269,000  from $6.6 million in the first quarter of
1998 to $7.0  million  during the quarter  ended March 31, 1999 due to increased
sales of books and other materials marketed by the Company.

     Revenue  attributable  to the Company's  hotel  operations  increased  from
$118,000  for the quarter  ended March 31, 1998 to $821,000  for the  comparable
period in 1999 primarily due to the  acquisitions  of the Best Western  McCarran
House in Sparks,  Nevada, the Four Points by Sheraton hotel in St. George,  Utah
and the increase of the Company's ownership in the Airport Ramada Suites in Salt
Lake City, Utah. In addition, revenue in the pager segment decreased by $144,000
from $752,000 in the quarter ended March 31, 1998 to $608,000 for the comparable
period of 1999. The reduction in pager revenue resulted primarily from a reduced
amounts of pager  subscriptions  sold by the Company during the first quarter of
1999.

     Revenue  from the  Company's  travel  segment  decreased  by $150,000  from
$702,000  during the quarter ended March 31, 1998 to $552,000 for the comparable
period of 1999  principally  because the Company no longer  requires its seminar
speakers  to  book  their  travel  arrangements  with  Ideal  Travel,   Inc.,  a
wholly-owned subsidiary of the Company. The other segment,  consisting primarily
of the Company's retail bookstores and advertising  agency,  decreased from $3.3
million  in the  quarter  ended  March  31,  1998 to  $1.5  million  during  the
comparable  period of 1999 principally  from decreased  advertising fees paid by
the Company to its wholly-owned advertising agency.



                                       15


<PAGE>


     Cost of Revenue.  Cost of revenue for the quarter  ended March 31, 1999 was
$12.1 million (44% of revenue)  compared with $13.0 million (43% of revenue) for
the comparable  period in 1998.  The overall  decrease in cost of revenue in the
quarter  ended March 31, 1999 was  primarily due to reduced sales in the seminar
segment, more efficient management of inventory and stricter cost controls.

     Cost of revenue attributable to the Company's seminar segment declined from
$9.5 million (40% of seminar segment revenue) during the quarter ended March 31,
1998 to $7.5 million (41% of seminar  segment  revenue) during the quarter ended
March 31, 1999 primarily due to reduced  advertising  expenses.  Cost of product
sales  increased  from $2.0 (30% of  product  segment  revenue)  million  in the
quarter  ended March 31, 1998 to $3.8 million (53% of product  segment  revenue)
for the comparable  period of 1999 primarily due to costs related to disposal of
excess  inventory  during the  quarter.  Cost of  revenue  in the hotel  segment
increased to $311,000 for the quarter ended March 31, 1999 compared with $47,000
for the comparable period of the prior year due to the acquisition of additional
hotel properties during 1998.

     Cost of revenue for the pager  segment was  $64,000  (10% of pager  segment
revenue) for the quarter  ended March 31, 1999  compared  with  $240,000 (32% of
pager segment revenue) for the comparable period in 1998. The lower costs in the
pager segment resulted  primarily from a reduction in staff.  Cost of revenue in
the other  segment  decreased  by $1.6  million from $2.5 million in the quarter
ended March 31, 1998 to $989,000 for the comparable period in 1999 primarily due
the reduced activities of the Company's wholly-owned advertising subsidiary.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  costs for the quarter  ended  March 31, 1999 were $15.1  million
(55.5%  of  revenue)  compared  with  $17.3  million  (57%  of  revenue)  in the
comparable period in 1998. The decrease in selling,  general and  administrative
costs is  principally  the  result  of  stricter  cost  controls  and a  reduced
advertising expenses paid to third parties.

     Operating Income. Operating income for the quarter ended March 31, 1999 was
$26,000 compared to $298,000 for the comparable period in 1998. The reduction in
operating  income  resulted  principally  from reduced  revenues  combined  with
additional expenses related to the Company's recently acquired hotel properties.
Operating income in the seminar segment increased by $1.8 million from a loss of
$839,000  in the  quarter  ended  March 31,  1998 to income of  $927,000  in the
quarter  ended March 31,  1999.  Much of this  increase  was  attributable  to a
reduction in advertising fees paid to the Company's advertising  subsidiary,  as
well as the imposition of stricter cost controls and more  aggressive  inventory
management,  which has reduced  operating  expenses in this  segment.  Operating
income  attributable  to the product  sales  segment  increased by $218,000 from
$177,000  in the quarter  ended March 31, 1998 to $395,000 in the quarter  ended
March 31, 1999 primarily as a result of reduced operating expenses.

     The Company realized a loss in the hotel segment of $289,000 in the quarter
ended  March 31,  1999  compared  with a loss of $13,000  during the  comparable
period of 1998. In addition, operating income in the travel segment decreased by
$175,000  from  $248,000 for the quarter ended March 31, 1998 to $73,000 for the
quarter ended March 31, 1999  primarily  because the Company no longer  requires
its seminar  speakers to use its travel agent services.  Operating income in the
pager  segment  increased  from  $395,000 in the quarter ended March 31, 1998 to
$477,000 for the quarter ended March 31, 1999 primarily due to reduced  expenses
associated  with a  reduction  in staff.  The other  segment  realized a loss of
$184,000 in the quarter ended March 31, 1999 compared with  operating  income of
$330,000  during the  comparable  period of 1998  primarily  because the Company
reduced the amount of advertising fees it paid to its advertising subsidiary.

     Other Income. Other income was $1.2 million for the quarter ended March 31,
1999,  compared  with  $840,000  in the  comparable  period of 1998.  During the
quarter  ended  March  31,  1999,  the  Company  experienced  a gain on  trading
securities  and  sales  of fixed  assets  of  $416,000,  which  amount  includes
unrealized  losses  attributable to the Company's real estate  investments.  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




                                       16

<PAGE>


securities to market value,  thereby  reflecting changes in market value through
the income statement in the current period.  The other income during the quarter
ended March 31, 1999 also included  $765,000 in license fees from EPI, which was
discontinued in June 1998.

     Income  before  income taxes for the quarter  ended March 31, 1999 was $1.3
million  (4.8% of revenue),  compared with $1.1 million (3.7% of revenue) in the
comparable  periods in 1998.  Provisions for income taxes were $443,000 (1.6% of
revenue) in the quarter ended March 31, 1999,  compared  with $398,000  (1.3% of
revenue) in the comparable period in 1998. Income taxes reflect statutory rates.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

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

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







                                       17

<PAGE>


PART II  --  OTHER INFORMATION

Item 1.  Legal Proceedings.

     The following is a description of previously unreported material threatened
or pending  legal  proceedings  and  updated  information  regarding  previously
reported  material  threatened or pending legal proceedings to which the Company
or any of its  subsidiaries  is a party or  which  any of  their  properties  is
subject:

     Litigation  with ART and ITEX.  On  February 4, 1998,  the Company  filed a
complaint against  Associated  Reciprocal  Traders,  Ltd. ("ART") and its parent
corporation  ITEX,  in the  Superior  Court  of  King  County  in the  state  of
Washington.  In the complaint,  the Company  alleged that ITEX/ART  breached the
terms of an agreement  dated  December 29, 1995 between the Company and ITEX/ART
(the  "Advertising  Agreement")  by not providing the Company  $500,000 worth of
media credits for radio  advertising.  On the same day, ITEX/ART filed a lawsuit
against the Company alleging that the Company had failed to deliver an aggregate
of  1,800,000  shares of the  Company to ART as required  under the  Advertising
Agreement  and seeking to lift the stop  transfer  order placed on the shares by
the Company.  In July 1998,  the Court issued a preliminary  ruling stating that
the Company is not required to deliver  stock  certificates  to ITEX/ART and may
refuse to allow the stock to be sold until the issue of whether or not  ITEX/ART
has breached  the contract is decided.  ITEX/ART is also seeking to recover lost
profits  related  to the  stock,  if any. A trial date has been set for June 21,
1999.

     Wade Cook Seminars,  Inc. v. Anthony  Robbins,  Options  Management,  Inc.,
Charles Mellon,  and Robbins  Research  International,  Inc. On October 4, 1996,
WCSI and Mr. Cook filed a complaint in the Superior  Court of King County in the
state of Washington against Charles Mellon, Anthony Robbins, Robbins Management,
Inc., and Robbins  Research  International,  Inc. seeking damages and injunctive
relief for unfair competition,  misappropriation  of trade secrets,  breach of a
non-compete agreement and inducement to breach the non-compete  agreement.  WCSI
and Mr. Cook were granted a voluntary  dismissal without prejudice on the claims
relating  to the  non-compete  agreement.  On  November  26,  1997,  the  unfair
competition and  misappropriation  of trade secrets claims were  dismissed.  The
Company and Mr. Cook appealed the dismissal with the  Washington  State Court of
Appeals.  On April 12, 1999, the Washington  State Court of Appeals reversed the
trial  court's  dismissal of the  misappropriation  of trade  secrets and unfair
competition claims and remanded the case for further proceedings.

     Wade B. Cook v. Anthony Robbins,  Robbins Research International,  Inc. and
Charles  Mellon.  On June 18, 1997,  the Company filed a copyright  infringement
suit on behalf of Mr. Cook in the United States District Court, Western District
of Washington,  against Tony Robbins and Robbins' Research  International,  Inc.
seeking damages and injunctive  relief.  On October 1, 1998, the defendants were
ordered to pay damages in the amount of  $655,900.  On December  16,  1998,  the
United States  District  Court for the Western  District of Washington  filed an
order  vacating the damages  awarded in favor of Mr. Cook. Mr. Cook appealed the
order to vacate judgement.

     State of Texas v. Wade B. Cook and Wade Cook Seminars, Inc. On May 1, 1998,
the  Attorney  General of Texas filed a lawsuit in the  District  Court of Bexar
County,  Texas.  The state of Texas  contends  that the  Company  has engaged in
false,  deceptive and  misleading  acts and practices in the course of trade and
commerce as defined in the Texas Deceptive Trade  Practices-Consumer  Protection
Act.  Specifically,  the  state  of Texas  contends  that  the  Company's  sales
contracts fail to have the statutorily required notice of the three day right to
cancel.  The petition seeks a temporary  injunction,  restitution  and penalties
against the Company.  The Company currently provides its customers seven days to
cancel all sales contracts.  The Company believes that it has not  intentionally
engaged in false,  deceptive  and  misleading  business and has  retained  local
counsel to contest this lawsuit. The Company has not yet made an estimate of its
potential exposure or determined the impact on its financial  statements and has
not made provisions for losses, if any.

     Texas Unauthorized Practice of Law Committee. In March 1998, the District 4
Subcommittee of the Unauthorized Practice of Law Committee in the state of Texas
sent a  request  to WCSI  (f/k/a  United  Support  Association)  and two  former
employees of the Company asking that the parties sign an agreement



                                       18

<PAGE>


to  voluntarily  cease  and  desist  in  activities  which  may  constitute  the
unauthorized  practice of law in Texas. The Committee  alleged that WCSI offered
to set up Nevada corporations,  Living Trusts, Keogh Plans and Corporate Pension
Plans,  Family  Limited   Partnerships,   Massachusetts   Business  Trusts,  and
Charitable  Remainder  Trusts.  The Committee  further alleged that WCSI advised
clients  about  legal   structuring,   legal  advantages  and  legal  strategies
associated with such entities,  and provided specific  proposals for structuring
an individual's  assets and businesses.  WCSI declined to enter into a voluntary
agreement  to cease and  desist on behalf of the former  employees  named in the
request  because  they no longer work for WCSI.  The  Company  has  subsequently
divested  EPI,  that  portion of its  business  associated  with the  activities
specified  in the  request  and,  in any  event,  does  not  believe  that  such
activities constitute the unauthorized practice of law in Texas.

     Wade Cook Financial Corporation, et al. vs. Publishers Distribution Center,
Inc.,  et al. On  September  17,  1998,  the  Company  filed a  lawsuit  against
Publishers  Distribution  Center, Inc. ("PDC"), a Utah Corporation,  and William
Beutler,  Cora Beutler, and Scott Beutler, as individuals,  in the United States
District  Court,  District of Utah,  Central  Division.  Shortly  after filing a
complaint in the United States District Court, the Company dismissed that action
and refiled its complaint in Third Judicial  District Court, Salt Lake County in
the state of Utah. The complaint  alleges fraud and negligent  misrepresentation
relating to the Company's attempted purchase of PDC and requests  restitution in
the amount of $420,000 in addition to other relief. PDC has filed  counterclaims
against the Company alleging fraud, breach of fiduciary duty and conversion.  No
trial date has been set.

     State  of  California  vs.  Wade  Cook  Financial  Corporation,  Wade  Cook
Seminars,  Inc., Entity Planners,  Inc.,  Information  Quest,  Inc., Money Chef,
Inc.,  and Wade B. Cook.  On  January  11,  1999,  a civil suit was filed in the
Superior  Court of the state of  California  by the  California  State  Attorney
General's  office  alleging  violations of Sections  1678.20 through 1693 of the
California Civil Code. The Attorney  General alleges that the Company:  (1) made
or  caused  to be made and  disseminated  untrue  or  misleading  statements  in
violation of the California  Business and  Professions  Code; and (2) engaged in
unlawful and unfair or fraudulent practices and unfair,  deceptive and untrue or
misleading  advertising.  The suit seeks: (1) an injunction  against the Company
from  directly or  indirectly  engaging in the alleged  unlawful  behavior,  (2)
disgorgement of money or property acquired in violation of state or federal law;
(3) a penalty of $2,500 for each violation,  but in any event not less than four
million dollars ($4,000,000) in the aggregate,  (4) imposition of a constructive
trust on the money or property  acquired in  violation of state and federal law;
(5)  payment  of court  costs.  The  Company  intends  to defend  itself in this
matter.* The Company has not yet made an estimate of its  potential  exposure or
determined the impact on its financial  statements  and has not made  provisions
for losses, if any.

     Investigation by the U.S. Securities and Exchange Commission.  In 1997, the
Company was advised by the  Securities and Exchange  Commission  ("SEC") that it
was the subject of an investigation,  In the Matter of Wade Cook Seminars, Inc.,
pursuant to which the SEC is investigating possible violations of Sections 5(a),
5(c) and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule
10b-5  thereunder,  and  Sections  203(a) and  206(1) and (2) of the  Investment
Advisers Act. The Company's  legal counsel  responded to the SEC's  requests for
documents and other  information in late 1997.  Since that time, the Company has
not received any contact with the SEC regarding the investigation or its status.
No enforcement  action has been taken,  and the SEC has advised the Company that
the inquiry  should not be construed as an adverse  reflection  on the merits of
the securities involved or on any person or entity.

     Investigation  by the  State  of  Washington,  Securities  Division.  Since
September  1996,  the  Washington  State  Department of Financial  Institutions,
Securities Division has been investigating Mr. Cook, WCSI, and the Company.  The
Company has been informed that the investigation is being performed  pursuant to
RCW 21.20.370  and  21.20.700.  Although no civil or criminal  charges have been
brought and the Company  does not believe  that it or its  officers or directors
have  violated  applicable  laws,  no  assurance  can be given that  enforcement
proceedings  will  not be  brought  against  the  Company,  or its  officers  or
directors,  or as to the  outcome of any  investigations  by the State  Attorney
General.*

     State Attorneys General Investigations. During 1998 and 1999, the Attorneys
General of ten states opened investigations to determine whether the Company has
engaged in business and advertising




                                       19

<PAGE>


practices that violate such states'  consumer  protection laws and  regulations.
The Company does not believe that it has engaged in any unlawful  activities  in
any of the states and is  cooperating  fully  with each  state's  investigation.
Although no civil or criminal  charges have been  brought,  and the Company does
not believe that it or its officers or directors have violated  applicable laws,
no  assurance  can be given  that  enforcement  proceedings  will not be brought
against the Company,  or its officers or directors,  or as to the outcome of any
proceedings that are brought.*

     Himmelman  and Love vs. Wade Cook  Seminars,  Inc.,  et al. On February 26,
1999, two former  employees of Wade Cook  Seminars,  Inc. filed a complaint with
the Pierce  County  Superior  Court of the state of Washington  alleging  sexual
harassment,  retaliatory discharge and defamation.  Although no specific damages
are alleged,  the plaintiffs request lost income, pain and suffering,  emotional
distress,  court costs,  reasonable  attorney  fees, and punitive  damages.  The
Company  believes that it has not engaged in any unlawful  practices and intends
to defend  itself in this  matter.*  The Company has not yet made an estimate of
potential exposure or determined the impact on its financial  statements and has
not made provisions for losses, if any.

     Hewlett Packard Company vs. Wade Cook Financial  Corporation.  On April 16,
1999 the Hewlett  Packard  Company  ("HP")  filed a complaint in the King County
Superior  Court of the state of  Washington  claiming  $642,000 in  damages.  HP
alleges  that it has not  received  full  payment  under a  consulting  services
contract  with the Company.  The Company is currently  assessing the validity of
the claim.  If the Company were to be found liable,  payment of any  significant
penalty may materially impact the Company's cash flow.*

Item 2.  Changes in Securities.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     No matters were submitted to a vote of security  holders during the quarter
covered by this report.

Item 5.   Other Information.

Year 2000

     Many computer systems experience  problems handling dates in and beyond the
year 1999.  Therefore,  some  computer  hardware  and  software  will need to be
modified  prior to the year 2000 in order to remain  functional.  The Company is
currently  assessing  both  the  readiness  of its  internal  computer  systems,
software and embedded chips for handling the year 2000.  The Company  intends to
complete this testing  process of all  significant  applications  and systems by
June  1999.* The  Company  expects to  implement  successfully  any  systems and
programming  changes necessary to address year 2000 issues, and does not believe
that the cost of such  actions  will have a  material  effect  on the  Company's
results of  operations  or financial  condition.*  The Company does not have any
contingency  plans with respect to year 2000 issues.  There can be no assurance,
however,  that there will not be a delay in, or increased costs associated with,
the  implementation  of such changes,  and the Company's  inability to implement
such changes  could have an adverse  effect on future  results of  operations or
financial  condition.  The Company is also assessing and addressing the possible
effects on the Company's  operations of the year 2000 readiness of key suppliers
and other  vendors.  The  Company's  reliance  on  suppliers  and  vendors,  and
therefore,  on the proper functioning of their information systems and software,
means that  their  failure to  address  year 2000  issues  could have a material
impact on the Company's operations and financial results. However, the potential
impact and  related  costs are not known at this time.  The  Company can give no
guarantee that the systems of other companies upon which the Company relies will
be  converted on time or that  failure to convert by another  company  would not
have a material adverse affect on the Company.



                                       20

<PAGE>


     The Company's  Year 2000  remediation  plan focuses on:  internal  systems,
including personal computing,  facilities and business systems,  and third-party
considerations, such as suppliers and other vendors. The tasks common to each of
these areas are (i) the identification and assessment of year 2000 issues,  (ii)
assessment  of  remediation   required,   (iii)  prioritization  of  risk,  (iv)
remediation and testing and (v) contingency planning.

Internal Systems

     The Company's  compliance team has evaluated  significant internal personal
computing and business systems that are critical to the ongoing operation of the
Company and in the process of  identifying  the  computer  hardware and software
upgrades and  replacements  necessary to make such systems Year 2000  compliant.
Such  upgrades and  replacements  are expected to be completed by the end of the
second quarter of 1999.*

Suppliers and Vendors

     The Company's  business  operations  are, to some extent,  dependent on the
year 2000 readiness of infrastructure suppliers such as banking, communications,
transportation  and other services.  In this  environment,  there will likely be
instances of failure that could cause  disruptions in business  processes.*  The
likelihood and effects of such failures in infrastructure systems and the supply
chain cannot be estimated.

Costs

     The total  cost of the  Company's  year 2000  plan is not  material  to the
Company's financial condition.  The estimated total cost of the plan is expected
to be under  $10,000 and is being  funded  through  operating  cash flow.* As at
March 31, 1999,  the Company had incurred  less than $5,000 in costs  related to
its year 2000 identification,  assessment,  remediation and testing efforts. The
major portion of the  remaining  amount of the estimate is expected to have been
incurred by the end of the second  quarter of 1999 when the Company's  year 2000
compliance  efforts are  expected  to be  completed,  with the balance  expended
thereafter  to monitor the  compliance  process.*  None of the  Company's  other
projects have been delayed or deferred as a result of the  implementation of the
year 2000 compliance plan.

Risks

     To date,  the  Company  has not  incurred,  and does not  expect  to incur,
material  costs to review and remedy year 2000  compliance  problems.*  However,
there can be no  assurance  that the  systems  or  products  of other  entities,
including the Company's suppliers on which the Company relies and disruptions in
the economy generally resulting from year 2000, will not have a material adverse
effect on the Company.

Share Repurchase

     On April 2, 1999, the Company  repurchased  fifty-four thousand one hundred
and eighty two (54,182) shares of Wade Cook Financial  Corporation  Common Stock
from Curtis E. Ledbetter for a total  purchase  price of forty thousand  dollars
($40,000).  In  addition  to the sale of the  shares,  Mr.  Ledbetter  agreed to
relinquish  all his  contractual  rights  and  liabilities  related to Eagle Bay
Resources,  Inc., any of its  subsidiaries and assigns,  Standard  American Oil,
Inc., a 49%-owned  subsidiary of the Company,  and William Skokos.  Eagle Bay is
the  predecessor  of  Standard  American  Oil.  William  Skokos  is the  current
President and Chief Executive Officer of Standard American Oil.

Amendment to Open-Ended Product Agreement With Wade B. Cook

     On May 7, 1999,  and effective as of January 1, 1999,  the Company and Wade
B. Cook entered into an amendment to the Open-Ended Product Agreement originally
dated March 20, 1998 and amended on  November  13, 1998 (the  "Amendment").  The
Amendment modifies royalties payable to Mr. Cook


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under  the  agreement  from 10% of gross  sales of all  licensed  products  to a
minimum yearly royalty of $5,000,000 or five percent (5%) of gross sales revenue
of all licensed  products,  whichever is greater.  In  addition,  the  Amendment
provides that the Board of Directors may authorize additional royalties of up to
five  percent (5%) of gross sales  revenue,  in its sole  discretion.  Under the
terms of the Amendment, Mr. Cook is entitled to take draws against his royalties
up to a maximum of $1,250,000 per quarter.

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

     (a)  Exhibits

          10.1      Amendment to Open-Ended  Product Agreement between Wade Cook
                    Financial Corporation and Wade B. Cook

          27.1      Financial Data Schedule

     (b)  Reports on Form 8-K

          (1)       On February 10, 1999, the registrant  filed a current report
                    on Form 8-K  announcing  that the state of  California  suit
                    filed  against  the  registrant  for alleged  violations  of
                    Sections  1678.20 to 1693 of the  California  Civil Code and
                    also announcing the resignation of Burr Cline from the Board
                    of Directors.

          (2)       On February 24, 1999, the registrant  filed a current report
                    on Form 8-K  announcing  the  resignations  of Dan Ditto and
                    Eric  Marler as  members  of the Board of  Directors  of the
                    Company.




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                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly caused this Form 10-Q,  period  ending March 31, 1999 to be
signed on its behalf by the undersigned duly authorized.


                                      WADE COOK FINANCIAL CORPORATION



May 14, 1999                          /s/ Wade B. Cook
                                      ------------------------------------------
                                      Wade B. Cook, Chief Executive Officer


May 14, 1999                          /s/ Richard Smith
                                      ------------------------------------------
                                      Richard Smith, Chief Financial Officer