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, 2000

                                       OR

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

     For the transition period from _______________ to __________________

                        Commission file number 000-29342

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

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

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

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

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

The number of outstanding  shares of the registrant's  common stock,  $0.001 par
value, as of March 31, 2000 was 64,058,948 shares.


<PAGE>



                         WADE COOK FINANCIAL CORPORATION

                                    Form 10-Q

                                      Index

<TABLE>

                                                                                                       Page
                                                                                                       ----

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

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

Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations..........14

Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................14

PART II  --  OTHER INFORMATION..........................................................................14

Item 1.  Legal Proceedings..............................................................................14

Item 2.  Changes in Securities..........................................................................14

Item 3.  Defaults Upon Senior Securities................................................................14

Item 4.  Submission of Matters to a Vote of Security Holders............................................14

Item 5.  Other Information..............................................................................14

Item 6.  Exhibits and Reports on Form 8-K...............................................................15

</TABLE>



<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, 2000           December 31, 1999
                                                                -------------------       ---------------------
<S>                                                                <C>                        <C>
Assets:
  Current Assets:
    Cash and cash equivalents                                           $841                     $1,854
    Marketable securities                                              2,847                      1,914
    Receivables, trade                                                 1,276                      1,212
    Inventory                                                          2,984                      2,597
    Notes receivables                                                    362                        362
    Receivables, related parties                                         238                        243
    Deferred tax assets                                                  300                        456
    Income tax refund receivable                                       1,199                      1,199
    Prepaid                                                              291                        363
                                                                -------------------       ---------------------
  Total current assets                                                10,338                     10,200
                                                                -------------------       ---------------------
  Property, plant and equipment, net of depreciation                  11,658                     12,098
                                                                -------------------       ---------------------
  Goodwill, net of amortization                                        2,073                      2,140
                                                                -------------------       ---------------------
  Other assets:
  Other investments                                                    5,187                      4,213
  Deposits                                                                23                         23
  Notes receivable - employees                                         2,164                      2,361
  Notes receivable                                                     2,050                      2,050
  Due from related parties                                               518                        520
                                                                -------------------       ---------------------
  Total other assets                                                   9,942                      9,167
                                                                -------------------       ---------------------
Total assets                                                         $34,011                    $33,605
                                                                ===================       =====================
</TABLE>



                                       1
<PAGE>


<TABLE>
(in thousands)                                                     March 31, 2000           December 31, 1999
                                                                -------------------       ---------------------
<S>                                                                <C>                        <C>

Liabilities and Shareholders' Equity:
  Current liabilities:
    Current portion of long-term debt                                    629                        730
    Accounts payable and accrued expenses                              5,902                      7,530
    Margin loans in investment accounts                                  308                        179
    Payroll and other accrued taxes                                      684                        134
    Accrued income taxes                                                 278                        108
    Deferred revenue                                                   2,619                      2,441
    Payables, related parties                                          2,269                      1,867
                                                                -------------------       ---------------------
  Total current liabilities                                           12,689                     12,989


Deferred revenue                                                         655                        372
Long-term debt                                                         3,355                      3,455

                                                                -------------------       ---------------------
Total liabilities                                                     16,699                     16,816
                                                                -------------------       ---------------------
Minority interest                                                        401                        404
                                                                -------------------       ---------------------
Shareholders' Equity
    Preferred stock                                                        -                          -
    Common stock                                                          64                         64
    Paid-in capital                                                    4,845                      4,845
    Prepaid advertising                                                (170)                      (170)
    Unearned Compensation                                               (56)                       (56)
    Retained Earnings                                                 12,765                     12,239
                                                                -------------------       ---------------------
                                                                      17,448                     16,922

  Less: common stock in treasury at cost:                              (537)                      (537)
                                                                -------------------       ---------------------
Total shareholders' equity                                            16,828                     16,385
                                                                -------------------       ---------------------
Total liabilities, minority interest, and stockholders'
  Equity                                                             $34,011                    $33,605
                                                                ===================       =====================
</TABLE>





                                       2
<PAGE>


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



                                               For the Three Months Ended
                                          -------------------------------------
(in thousands, except per share data)      March 31, 2000       March 31, 1999
                                          ----------------    -----------------

Revenue, net of returns and discounts          $19,363              $27,207
                                          ----------------    -----------------
Costs and expenses:
  Cost of revenue                                6,436               12,122
  Selling, general and administrative           12,598
                                                15,059
                                          ----------------    -----------------
Total operating costs                           19,034               27,181
                                          ----------------    -----------------
Income from operations                             329                   26
                                          ----------------    -----------------
Other income (expense):
  Interest and dividends                             -                    -
  Gain (loss) on trading securities                217                  416
  Interest expense                                 (62)                 (62)
  Recovery of loss on investments                  124                    -
  Other                                            184                  886
                                          ----------------    -----------------
Total other income (expenses)                      463                1,240
                                          ----------------    -----------------
Income before income taxes                         792                1,266
                                          ----------------    -----------------
Provision for income taxes (tax                    269                  443
benefits)

Minority Interest                                    3                    3
                                          ----------------    -----------------
Income from continuing operations                 $526                 $826
                                          ----------------    -----------------
Net income                                        $526                 $826
                                          ================    =================
Earnings per share
  Income from continuing operations              $0.01                $0.01
  Income from discontinuing operations                                    -
  Income during phase-out period                                          -
                                          ----------------    -----------------
Net income                                       $0.01                $0.01
                                          ================    =================
Weighted average number of shares               64,049               64,088





                                       3
<PAGE>

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



<TABLE>

                                                                       Three Months Ended
                                                          --------------------------------------------
(in thousands)                                            March 31, 2000                March 31, 1999
                                                          --------------                --------------
<S>                                                           <C>                           <C>
Cash provided by (used in) operations                         $(296)                         $(349)


Cash provided by (used in) investing activities                (642)                         1,580


Cash used in financing activities:
     Net (payments) borrowings                                  (75)                          (859)
                                                          --------------                --------------


Net increase (decrease) in cash                             $(1,013)                          $372
                                                          ==============                ==============
</TABLE>












                                       4


<PAGE>

                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                                 March 31, 2000

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

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

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

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

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




                                       5
<PAGE>

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

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

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

<TABLE>
     (in thousands)                                   2000                   1999                  1998
                                                ----------------        --------------       --------------
     <S>                                          <C>                    <C>                   <C>
     Net revenues and sales
          Seminars                                  $15,556                $18,280               $23,448
          Product sales                               2,744                  7,014                 6,640
          Hotels                                          -                    821                   118
          Pager service                                 338                    608                   752
          Travel service                                685                    552                   702
          Other                                         771                  1,455                 3,336
          Less: inter-company sales                   (731)                 (1,523)               (4,451)
                                                ----------------        --------------       --------------
                                                    $19,363                $27,207               $30,545
                                                ================        ==============       ==============
</TABLE>



                                       6
<PAGE>

<TABLE>
     (in thousands)                                   2000                   1999                  1998
                                                ----------------        --------------       --------------
     <S>                                          <C>                    <C>                   <C>
     Cost of sales
          Seminars                                   $5,170                 $7,517                $9,454
          Product sales                               1,381                  3,753                 1,993
          Hotels                                          -                    311                    47
          Pager service                                 109                     64                   240
          Travel service                                  -                      -                     -
          Other                                         467                    989                 2,545
          Less: inter-company sales                   (691)                   (512)               (1,300)
                                                ----------------        --------------       --------------
                                                     $6,436                $12,122               $12,979
                                                ================        ==============       ==============
     Operating income
          Seminars                                     $410                   $927                 $(839)
          Product sales                                (160)                   395                   177
          Hotels                                          -                   (289)                  (13)
          Pager service                                 106                    477                   395
          Travel service                                 66                     73                   248
          Other                                         (11)                  (184)                  330
          Less: inter-company sales                     (82)                (1,373)                    -
                                                ----------------        --------------       --------------
                                                       $329                    $26                  $298
                                                ================        ==============       ==============
     Net Identifiable assets
          Seminars                                     $  -                    $ -                   $ -
          Product sales                               2,137                  2,369                 2,752
          Hotels                                          -                 13,122                 4,648
          Pager service                               1,803                  1,344                     3
          Travel service                                 68                     22                     -
           Other                                      1,369                   1452                   864
                                                ----------------        --------------       --------------
     Segmented assets                                 5,377                 18,309                 8,267
     Corporate assets                                 7,281                  7,701                 8,247
                                                ----------------        --------------       --------------
          Total identifiable assets                 $12,658                $26,010               $16,514
                                                ----------------        --------------       --------------
</TABLE>

8.   Subsequent Events

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



                                       7
<PAGE>

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

General

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

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

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.

Also in August  1997,  the  Company  acquired  an  aggregate  of 769,231  shares
(approximately 5.1%) of the common stock of Interjet Net Corporation  ("Interjet
Net"), a wireless,  high speed Internet  access  provider,  for a total purchase
price of $1,500,000.  In 1999, the Company sold approximately  635,831 shares of
common  stock in  Interjet  Net and  used  the  proceeds  to fund  recent  stock
acquisitions and pay various



                                       8
<PAGE>

operational  expenses.  The aggregate proceeds from the sale of the Interjet Net
stock was $3,177,992.57.

In January 1998, the Company acquired Quantum  Marketing,  Inc.  ("Quantum"),  a
corporation  that provides  local  marketing of SMIL 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 EPI.  Under the temporary
licensing  arrangement,  the Company receives  payments in the form of marketing
fees  equal to 35% of EPI's  gross  proceeds.  The  Company  currently  conducts
business  in  association  with EPI under the terms of the  temporary  licensing
arrangement.

In August 1998, the Company  acquired a fifty percent (50%) interest in Standard
American  Oil  Company  ("Standard")  for a total  purchase  price of  $750,000.
Standard is engaged in the business of developing and marketing asphalt patching
products.   In  December  1999,  the  Company  determined  this  venture  to  be
unprofitable and decided to write off its investment.  In addition, during 1998,
the Company made minority  investments in two oil wells. The Company  discovered
that one of these wells was  contaminated  with a mineral  called  benidite  and
would be unlikely to become operational,  if at all, without significant capital
expenditures.  Consequently  in 1999,  the  Company  decided  to  write  off its
investment in the contaminated oil well.

The Company regularly evaluates other acquisition and investment  opportunities,
and additional cash resources may be devoted to pursuing such opportunities.  In
the fourth quarter of 1999, the Company,  through SMIL,  executed  agreements to
invest in three private companies. The investments are as follows: 80,000 shares
of  E-automate,  Inc.  common  stock at  $240,000  acquired  through  a  private
placement;  450,000  shares  of  Surfbuzz.com,  Inc.  common  stock at  $450,000
acquired through a private placement; and 75,000 shares of Ceristar, Inc. common
stock at $150,000  acquired through a private  placement.  In December 1999, the
Company paid $40,000 to  E-automate  and $150,000 to Ceristar for common  stock,
the  remaining  balance due for the above stock  purchases  was not funded until
January 2000 and is  therefore  reflected in the  financial  statements  for the
quarter  ended  March 31,  2000.  In January  2000,  the  Company  purchased  an
additional  100,000  shares of  Surfbuzz.com  common stock and 50,000  shares of
Ceristar, Inc. common stock for an additional $100,000 respectively.  E-automate
is  a  software   manufacturer   that  integrates  small  business   operations.
Surfbuzz.com  is a world wide web  search  engine  access  tool.  Ceristar  is a
company engaged in integrating  telecommunications  systems.  This Investment is
accounted for using the Cost Method.

During 1998, the Company acquired majority interests in several hotel properties
located in the western United States in exchange for cash, and in some cases, in
exchange for relinquishing or reducing certain interests in other properties. In
May 1999, the Company sold its majority  interest in the Fairfield Inn in Provo,
Utah for $800,000.  The Company  received  $600,000 of the purchase price in the
form of cash, debt assumption, and the payment of management fees. The remainder
of the  purchase  price  was paid in the form of a parcel  of  undeveloped  land
appraised at $200,000  which is located in Temp View Quail Valley Drive,  Provo,
Utah. During December 1999, the Company sold its majority hotel interests in the
Bestwestern  Macarren House,  the Four Points by Sheraton,  St. George,  and the
Airport Ramada Suites. The Company sold the three hotels for a total sales price
of $12,700,000, of which $9,890,000 represented debt assumed



                                       9
<PAGE>

by the buyer. As a result of the sale of these hotel  interests,  the Company is
no longer actively  engaged in the hospitality  industry,  and does not maintain
separate Hotel Segment accounting.

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

Liquidity and Capital Resources

     At March 31, 2000, the Company had current  assets and current  liabilities
in the amounts of $10.3 million and $12.7 million, respectively,  resulting in a
working capital deficit of $2.4 million. The working capital deficit at December
31, 1999 was $2.8 million.  The primary  reason for the reduction in the capital
deficit in the first quarter was management's  efforts to pay down the Company's
accounts  payable.  Current  liabilities  at March 31, 2000 include  $655,000 in
deferred  revenue,  which results  primarily from revenues from seminars not yet
attended,  prepayments for future pager services from  Information  Quest and/or
subscriptions  to the WIN  web-site.  The  Company  has not made  estimated  tax
payments  with respect to the year 2000 income  taxes,  but intends to apply its
income tax  refund  receivable  of $1.2  million  toward  federal  income  taxes
accruing during the first quarter of 2000.

     At March 31,  2000,  the  Company had  payables  to related  parties in the
amount $2.3 million,  which primarily  represents  royalties owed to Mr. Wade B.
Cook.

     The  market  value of the  Company's  marketable  securities  increased  by
$900,000  from $1.9  million at December  31, 1999 to $2.8  million at March 31,
2000, due primarily to up-trends in the securities market,  active monitoring of
the Company's  trading  accounts,  and the  experience of the Company's  Trading
Department.  Inventory  increased by $400,000  from $2.6 million at December 31,
1999 to $3  million  at March  31,  2000  primarily  as a result of  returns  on
merchandise purchased during the holiday season, the development of new product,
and stocking of existing  product in  anticipation of future sales. At March 31,
2000 the Company also had current receivables from related parties in the amount
of $238,000 consisting  primarily of term loans to employees and directors,  the
majority of which are secured by mortgages on real property.

     The Company's  principal  source of cash has been from the operation of its
educational seminars and sales of related tapes, books and other materials.  The
Company does not have an established bank line of credit.  Cash in the amount of
($296,000)  was used in operations for the three months ended March 31, 2000, as
compared to ($349,000)  as of March 31, 1999.  The decrease in the Company's use
of cash in  operations  is primarily  attributable  to the  management's  recent
implementation of cost controls,  restructuring of the Seminar segment,  and the
more efficient use of existing Company resources.

     Cash in the amount of $75,000 was used toward debt  repayment for the three
months ended March 31, 2000, compared with $859,000 for the same period of 1999.
The debt repaid in 2000 was primarily attributable to the repayment of a loan on
property held through  Bountiful  Investment Group, a wholly owned subsidiary of
the Company. The decrease in Company's debt obligations during the first quarter
of 2000,  as  compared to 1999,  is  primarily  attributable  to the sale of the
Company's heavily encumbered hotel interests.

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

     Other investments increased by $1 million from $4.2 million at December 31,
1999 to $5.2 million at March 31,  2000,  due to the purchase of common stock in
private companies, namely, Surfbuzz.com.,  Inc., E-automate, Inc., and Ceristar,
Inc.



                                       10
<PAGE>

     The Company's Other investments include the following:

                                                         Investment
        Description of Investment                      (in thousands)
     ----------------------------------------------------------------
        Oil and gas properties                             $691

        Hotel and motel investments                         601

        Investments in undeveloped land                   1,981

        Private companies -- Various industries           1,914
                                                   -------------------
        Total non-marketable investments                 $5,187
                                                   ===================

     Although  the  Company  did not  acquire  any new  businesses  in the first
quarter of 2000,  it did make  investments  in several  private  companies  (see
discussion of Surfbuzz.com, Inc., E-automate, Inc., and Ceristar, Inc. contained
under the section captioned "General "). The Company has tried to focused on its
core and currently owned businesses, the repayment of debt and making additional
expenditures to fund existing operations,  including advertising. Cash flow from
operations,  which has historically been the Company's  principal source of cash
for  working  capital,  has  increased  in  recent  periods  principally  due to
management's  recent  implementation  of  cost  controls,  restructuring  of the
Company's  Seminar  segment,  and the more  efficient  use of  existing  Company
resources.  However, cash flow remains insufficient to meet all of the Company's
operational needs.

     The Company  continues to fund existing  subsidiaries  and  investments  in
anticipation of future revenues.  The Company's practice of using available cash
to fund its subsidiaries  and  investments,  its working capital deficit and the
fact that the Company's  seminar  business has not generated cash as in the past
have  resulted  in  constraints  on  liquidity,  including  failure  to pay some
obligations  as they have  come  due.  The  Company  has in some  cases not paid
accounts payable in a timely manner.  However, as of March 31, 2000, the Company
had approximately  $5.9 million in accounts payable,  a decrease of $1.6 million
from the $7.5 million in accounts payable due in the first quarter of 1999.

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

     The  Company  is a party to  various  government  investigations  and legal
proceedings.  See Part  II,  Item 1 of this  report  for  descriptions  of these
proceedings,  as well as other public  documents  filed with the  Securities and
Exchange  Commission.  The Company has not yet made an estimate of its potential
exposure in several  pending  proceedings and  investigations  or determined the
impact of adverse  results in such  matters on its  financial  statements.*  The
outcome of these matters is difficult to predict and subject to uncertainty, and
the legal fees and other costs  involved may be material 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.  In addition, if
government agencies establish violations of certain consumer protection or other
laws,  the Company may be required to pay material  penalties or to refund money
paid to the Company by seminar attendees within the jurisdictions



                                       11
<PAGE>

involved or significantly  change the manner in which the Company's  business is
conducted.*  Any such result could  materially  adversely  affect the  Company's
financial condition or results of operations.*

Results of Operations

Three Months Ended March 31, 2000 Compared with the Three Months Ended March 31,
1999

     Revenue.  Revenue  from  continuing  operations  was $19.4  million for the
quarter ended March 31, 2000,  compared with $27.2 million as of March 31, 1999.
The decrease of $7.8 is primarily  attributable  to lower sales in the Company's
Seminar,  Product Sales,  Hotel and Other segments.  During the first quarter of
2000, the sales of Seminar segment  decreased by $2.7 million from $18.3 million
in the first  quarter of 1999 to $15.6  million  in 2000.  This  decrease  was a
result of the restructuring of the Seminar segment which resulted in a reduction
in the over-all number of seminars  presented,  negative press coverage,  and to
some  extent the  saturation  of the  Company's  services  in  certain  markets.
Revenues  from  product  sales  decreased by $5.3 million from $7 million in the
first  quarter of 1999 to $2.7 million  during the quarter ended March 31, 2000.
The decrease in Product  Sales is primarily  due to reduced  demand for existing
titles promoted by the Company's publishing subsidiaries, the closing of several
of the  Company's  retail  locations,  the high volume of holiday  returns,  the
presentation of fewer events in the Seminar segment where the Company's products
are marketed and sold, and negative press coverage.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  realize  revenue in that  Segment  during the
first quarter in 2000.  Revenue in the pager segment  decreased by $270,000 from
$608,000 in the quarter  ended  March 31,  1999 to $338,000  for the  comparable
period of 2000.  The  decrease  in pager  revenue  resulted  primarily  from the
presentation  of fewer  events in the  Seminar  segment  were the Pager  segment
principally markets it products,  lower renewal rates by existing customers, and
reduced demand for one-way paging technology.

     Revenue  from the  Company's  travel  segment  increased  by $133,000  from
$552,000  during the quarter ended March 31, 1999 to $685,000 for the comparable
period of 2000. The increase is  attributable to increased sales of travel agent
training kits, and more active marketing of the Travel segment's  services.  The
Other segment,  consisting  primarily of the Company's  real estate  development
operations,  retail  sales  locations,  and  advertising  agency,  decreased  by
$683,000  from $1.5  million in the  quarter  ended  March 31,  1999 to $772,000
million  during the  comparable  period in 2000.  The  decrease  in  revenues is
principally  due to a  restructuring  of the Other segment which resulted in the
elimination of six retail sales locations.

     Cost of  Revenue.  Cost of revenue  decreased  by $5.7  million  from $12.1
million in the  quarter  ended  March 31,  1999 to $6.4  million as of March 31,
2000.  This  decrease in cost of revenue is  primarily  due to the  management's
recent  implementation of cost controls,  restructuring of the Company's Seminar
segment,  the  discontinuance  of unprofitable  ventures and segments,  the more
efficient use of existing Company resources,  and a lower volume of sales in the
Company's operating segments.

     Cost of revenue  attributable to the Company's Seminar segment decreased by
$2.3  million  from $7.5  million for the  quarter  ended March 31, 1999 to $5.2
million for the comparable  quarter in 2000 primarily due to the  implementation
of cost controls by management,  restructuring of the Company's Seminar segment,
the more  efficient  use of existing  Company  resources,  and a lower volume of
sales in the Seminar segment.  Cost of Product Sales decreased by $2.4 from $3.8
million in the quarter  ended March 31, 1999 to $1.4 million for the  comparable
period  of  2000  primarily  due to  the  implementation  of  cost  controls  by
management,  reduced sales in the Products Sales segment, and more efficient use
of existing Company resources.

     The Company  discontinued the operation of its Hotel segment as of December
31, 1999 and as a result did not incur any cost in that Segment during the first
quarter of 2000. The cost of revenue for the Pager services segment increased by
$45,000  from  $64,000 for the quarter  ended March 31, 1999 to $109,000 for the
quarter  ended  March  31,  2000 due to  repairs  made on  existing  pagers  and
equipment, and the development of new pager technology.  The cost of revenue for
Travel Service segment remained



                                       12
<PAGE>

constant  between the quarter  ended March 31, 1999 and the quarter  ended March
31, 2000.  The Other segment cost of revenue  decreased by $552,000 from $989,00
at March 31, 1999 to $467,000 for the quarter ended March 31, 2000. The decrease
is primarily due to  restructuring  in the Other  segment which  resulted in the
elimination of six retail sales locations.

     Selling,   General  and   Advertising   Expenses.   Selling,   general  and
administrative  costs for the quarter  ended  March 31, 2000 were $12.6  million
compared with $15.1 million in the  comparable  period in 1999.  The decrease of
$2.5 million in such costs is primarily  attributable to the  implementation  of
cost controls by management, salary reductions, job eliminations,  reductions in
some legal expenses, and more efficient use of existing Company resources.

     Operating  Income.  The Company  had a gain of  $303,000  in net  operating
income from  $26,000 for the quarter  ended March 31, 1999  compared to $329,000
for the quarter ended March 31, 2000. The increase in operating  income resulted
principally  from operating  income provided by the Seminar,  Pager,  and Travel
segments  combined  with the  elimination  of the Hotel  segment at December 31,
1999,  the  restructuring  in the Other  segment,  and a  reduction  in  certain
advertising expenses accounted for as inter-company sales.

     Operating  income in the seminar segment  decreased by $517,000 from income
of  $927,000  for the quarter  ended March 31, 1999 to $410,000  for the quarter
ended March 31,  2000.  Much of this  decrease was  attributable  to new product
development and lower  attendance and sales at the Company's  events.  Operating
income attributable to the Product Sales segment decreased and the segment had a
loss of ($160,000) in operations  compared with operating income of $395,000 for
the quarter  ended March 31, 1999.  The decrease is primarily  the result of the
write-off of time sensitive inventory,  the development of new products, and the
presentation of fewer events in the Company's  Seminar segment which resulted in
fewer product sales.

     The Company  discontinued the operation of its Hotel segment as of December
31,  1999 and as a result did not  experience  any gain or loss in that  Segment
during  the  first  quarter  of 2000.  Operating  income  in the  Pager  segment
decreased  by $371,000  from  $477,000  in the  quarter  ended March 31, 1999 to
$106,000 for the quarter ended March 31, 2000  primarily  due to reduced  demand
for the  Pager  segment's  one-way  paging,  lower  renewal  rates  by  existing
customers,  and increased  expenses for the development of new pager technology.
In addition, operating income in the Travel Services segment decreased by $7,000
from  $73,000  for the  quarter  ended March 31, 1999 to $66,000 for the quarter
ended March 31, 2000. Other segment exhibited an operating loss of ($11,000) for
the quarter  ended 31, 2000 as  compared  to a loss  ($184,000)  for the quarter
ended March 31, 1999. The reduction in the amount of loss exhibited in the Other
segment is primarily due to  restructuring  which resulted in the elimination of
six retail sales locations.

     Other  Income  (Expenses).  Total other income was $363,000 for the quarter
ended March 31, 2000,  compared  with $1.2  million for a  comparable  period in
1999.  During the  quarter  ended March 31,  2000,  the  Company  experienced  a
realized  and  unrealized  gain on the  trading of  securities  in the amount of
$217,000  compared with a gain of $416,000 in a comparable  period of 1999.  The
Company  records  its  investment  in  trading  securities  in  accordance  with
Statement of Financial  Accounting  Standards  No. 115,  Accounting  for Certain
Investments in Debt and Equity  Securities,  and therefore,  adjusts  marketable
securities to market value,  thereby  reflecting changes in market value through
the income statement in the current period.

     Income  before  income  taxes for the  quarter  ended  March  31,  2000 was
$792,000,  compared with $1.3 million for the  comparable  period in 1999. It is
anticipated that this gain will result in income tax expense of $269,000 for the
quarter  ended  March  31,  2000.  Income  taxes  are  based  on the  applicable
prevailing  statutory  rates.  However,  the  Company  intends  to  off-set  the
anticipated  $269,000  tax expense  with its accrued  federal  income tax refund
receivable of $1.2 remaining from the end of the fiscal year 1999.



                                       13
<PAGE>

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

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

     The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's  investments and notes  receivables.  The Company has
not used  derivative  financial  instruments  in its investment  portfolio.  The
Company  places their  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.

PART II  --  OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Vendor  suits.  As of December  31, 1999,  three  vendors had taken legal action
against the Company with respect to allegedly  delinquent payments for services.
Collectively, the dollar amount sought by these vendors was $412,000.00.  During
the first and second quarters of the year 2000, the Company settled these vendor
actions without trial.

Stuart E. Mac Gregor, II vs. Wade B. Cook, Wade Cook Seminars, Inc., Information
Quest,  Inc. and Wade Cook  Financial  Corporation.  On September 21, 1999,  Mr.
Stuart Mac Gregor filed suit in the Superior Court of Washington for King County
against Mr. Cook and the Company. Mr. Mac Gregor seeks approximately  $54,000 in
actual and  consequential  damages,  and also requests  exemplary damages in the
matter.  On February  28,  2000,  the Company  was  granted a  protective  order
limiting the scope of Mr. Mac Gregor's discovery  requests.  The Company filed a
Complaint  denying that it has engaged in any unlawful  practices and intends to
defend  itself in this  matter.*  The  Company  has  negotiated  a  confidential
settlement in this matter.


Item 2.  Changes in Securities.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     None.

Item 5.   Other Information.

     None.


                                       14
<PAGE>

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

(a)      Exhibits

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

(b)      Reports on Form 8-K

         None.











                                       15
<PAGE>

                                   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, 2000 to be
signed on its behalf by the undersigned duly authorized.


                                          WADE COOK FINANCIAL CORPORATION



May 4, 2000                                     /s/ Wade B. Cook
                                          ------------------------------------
                                          Wade B. Cook, Chief Executive Officer

May 4, 2000                                     /s/ Cynthia Britten
                                          ------------------------------------
                                          Cynthia C. Britten, Chief Financial
                                            Officer, Chief Accounting Officer


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


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