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

                                    FORM 10-Q

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

         For the quarterly period ended September 30, 1998.

                                       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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

     64,383,630  shares of Common  Stock,  $0.01 par  value,  outstanding  as of
September 30, 1998.


<PAGE>



                         WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index



PART 1  --FINANCIAL INFORMATION...............................................1


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

     Condensed Consolidated Balance Sheets....................................1
     Condensed Consolidated Statements of Income..............................3
     Condensed Consolidated Statements of Cash Flow...........................5
     Notes to Interim Financial Statements....................................6

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations..................................7

     General..................................................................7
     Liquidity and Capital Resources..........................................8
     Results of Operation....................................................10

Item 3  Quantitative and Qualitative Disclosures About Market Risk...........11


PART II  --OTHER INFORMATION.................................................12


Item 1. Legal Proceedings....................................................12


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.....................................16





<PAGE>


                         PART 1 -- FINANCIAL INFORMATION


Item 1.  Financial Statements

<TABLE>

                               Condensed Consolidated Balance Sheets
                                           (Unaudited)

                                                  September 30, 1998       December 31, 1997
                                                --------------------     -------------------
<S>                                                <C>                    <C>         
Assets:
  Current Assets:

    Cash and cash equivalents                    $         1,114,732     $           540,763
    Marketable securities                                  3,906,525               6,162,733
    Receivables, trade                                     3,100,641               3,283,183
    Inventory                                              2,840,649               1,312,366
    Receivables, employees                                 1,092,620                 992,263
    Other current assets                                     584,791                 486,855
                                                 -------------------     -------------------

  Total current assets                                    12,639,958              12,778,163
                                                 -------------------     -------------------

  Property and equipment, net of depreciation             11,750,172              10,425,159
                                                 -------------------     -------------------

  Goodwill, net of amortization                            2,603,034               2,637,669
                                                 -------------------     -------------------

  Other assets:
  Non-marketable investments                              17,884,073               7,330,460
  Receivables, employees                                   4,373,659               3,892,505
  Other                                                      144,640               4,340,182
                                                 -------------------     -------------------

  Total other assets                                      22,402,372              15,563,147
                                                 -------------------     -------------------

Total assets                                     $        49,395,536     $        41,404,138
                                                 ===================     ===================

Liabilities and Shareholders' Equity:
  Current Liabilities:
    Current portion of long-term debt                      1,024,514               1,445,000
    Book overdrafts                                          -0-                   2,156,305
    Accounts payable and accrued expenses                  7,616,440               6,450,485
    Margin loan in investment accounts                       586,735               2,766,824
    Taxes payable                                          5,107,746               5,417,063
    Deferred revenue                                       5,330,626               4,764,441
    Payables, related parties                              3,070,786                 827,752
                                                 -------------------     -------------------

  Total current liabilities                               22,736,847              23,827,870
Long-term debt                                             5,343,397                 821,182
                                                 -------------------     -------------------

Total liabilities                                         28,080,244              24,649,052
                                                 -------------------     -------------------

Minority interest                                          1,065,818                 687,945
                                                 -------------------     -------------------

Shareholders' Equity:
    Preferred stock                                                -                       -

                                       -1-
<PAGE>



    Common stock                                             695,792                 682,459
    Paid-in capital                                        4,973,768               3,651,386
    Prepaid advertising                                     (500,000)               (500,000)
    Retained earnings                                     15,620,042              12,233,296
                                                 -------------------     -------------------

                                                          20,789,602              16,067,141

  Less: common stock in treasury at costs:
    251,000 shares                                           540,128                       -
                                                 -------------------     -------------------

Total shareholders' equity                                20,249,474              16,067,141
                                                 -------------------     -------------------

Total liabilities, minority interest, and 
    shareholders' Equity                         $        49,395,536     $        41,404,138
                                                 ===================     ===================
</TABLE>


                        [This space intentionally blank]

                                       -2-
<PAGE>


<TABLE>

                                       Condensed Consolidated Statements of Income
                                                     (Unaudited)


                                               For the Three Months Ended                For the Nine Months Ended
                                          -------------------------------------    --------------------------------------
                                           September 30,       September 30,        September 30,        September 30,
                                               1998                 1997                 1998                 1997
                                          ----------------    -----------------    -----------------    -----------------

<S>                                           <C>                <C>                  <C>                  <C>        
Revenue, net of returns and discounts          $29,680,865          $30,867,873          $84,690,033          $71,340,343
                                          ----------------    -----------------    -----------------    -----------------

Costs and expenses:
  Cost of revenue                               11,715,258           12,397,795           38,478,298           27,653,051
  Selling, general and administrative           16,222,055           12,815,998           43,192,796           29,713,129
                                          ----------------    -----------------    -----------------    -----------------

Total operating costs                           27,937,313           25,213,793           81,671,094           57,366,180
                                          ----------------    -----------------    -----------------    -----------------

Income (loss) from operations                    1,743,552            5,654,080            3,018,939           13,974,163
                                          ----------------    -----------------    -----------------    -----------------

Other income (expense):
  Interest and dividends                           140,607              120,756              492,421              223,576
  Gain (loss) on trading securities               (305,205)            (238,842)             499,520              347,405
  Interest expense                                (357,071)             (96,661)            (658,388)            (245,423)
  Undistributed income (loss) from
    Equity investments                             (51,204)                   -             (303,214)                   -
  Licensing fees                                   853,891                    -              853,891                    -
  Other                                            109,146                3,674              134,459               (9,958)
                                          ----------------    -----------------    -----------------    -----------------

Total other income                                 390,164             (211,073)           1,018,689              315,600
                                          ----------------    -----------------    -----------------    -----------------

Income before income taxes                       2,133,716            5,443,007            4,037,628           14,289,763

Provision for income taxes                         746,801            2,894,758            1,413,170            6,026,332
                                          ----------------    -----------------    -----------------    -----------------

Income from continuing operations              $ 1,386,915        $   2,548,249          $ 2,624,458          $ 8,263,431
                                          ----------------    -----------------    -----------------    -----------------

Discontinued operations:

Income from operations of Entity
Planners, Inc. to be disposed of (net
of income taxes of $314,682 in 1998 and
$293,714 in 1997)                                       -               102,439              584,410              685,504

Operating income of Entity Planners,
Inc. during phase-out period (net of
income tax of $8,280 in 1998)                           -                     -               15,378                    -

Gain on disposal of Entity Planners,
Inc. (net of income tax of $87,500 in
1998)                                              162,500                    -              162,500                    -
                                          ----------------    -----------------    -----------------    -----------------

                                                   162,500              102,439              762,288              685,504
                                          ----------------    -----------------    -----------------    -----------------


                                       -3-
<PAGE>



Net income                                    $  1,549,415          $ 2,650,688           $3,386,746           $8,948,935
                                          ================    =================    =================    =================


Earnings per share
  Income from continuing operations                 $  .02                $ .04                 $.04                 $.14
  Income from discontinuing operations                   -                    *                  .01                  .01
  Income during phase-out period                         -                    -                    *                    -
  Gain on disposal                                       *                    -                    *                    -
                                          ----------------    -----------------    -----------------    -----------------

Net income                                          $  .02                $ .04                 $.05                 $.15
                                          ================    =================    =================    =================

Weighted average number of shares               64,383,630           60,348,411           64,383,630           60,348,411

</TABLE>

* - not meaningful

                        [This space intentionally blank]

                                      -4-
<PAGE>



                     Condensed Consolidated Statements of Cash Flow
                                    (Unaudited)



<TABLE>
                                                             Nine Months Ended
                                                             -----------------
                                             September 30, 1998         September 30, 1997
                                            --------------------       --------------------

<S>                                          <C>                          <C>          
Cash provided by operations                  $         7,385,721         $       12,533,086


Cash used in investing activities                    (11,033,507)               (12,356,805)



Cash used in financing activities:
     Proceeds from issuance of subsidiary's 
     minority interest                                         -                    (72,655)
     Net borrowings                                    4,221,755                  1,582,095
                                            --------------------       --------------------


Net increase in cash                         $           573,969         $        1,685,721
                                            ====================       ====================

</TABLE>




                        [This space intentionally blank]


                                      -5-
<PAGE>


                Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                               September 30, 1998




1.   Basis for Presentation
     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included.  Operating results for the nine
     month period ended September 30, 1998 are not necessarily indicative of the
     results  that may be expected for the year ending  December  31, 1998.  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, 1997.

     Certain  items in the 1997  consolidated  financial  statements  have  been
     reclassified to comply with the condensed consolidated financial statements
     presentation for 1998.

2.   Earnings per Share
     Basic  earnings  per share  are  computed  by  dividing  net  income by the
     weighted  average number of common shares  outstanding.  The 1997 number of
     shares and earnings  per share have been  restated to reflect the 3:1 stock
     splits in September and December of 1997.

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 reduction.  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 $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.




                                      -6-
<PAGE>



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

     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects,"  "believe,"  "believes,"  "plans,"  "anticipate,"  "anticipates," "is
anticipated," or stating that certain actions,  events or results "will," "may,"
"should,"  or "can"  be  taken,  occur or be  achieved)  are not  statements  of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on expectations,  estimates and projections at the time the
statements are made that involve a number of risks and uncertainties which could
cause actual results or events to differ  materially  from those  anticipated by
the Company.  Such risks and uncertainties  include, but are not limited to, the
Company's working capital  deficiency,  the effect that recent volatility in the
stock market 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 Wade B. Cook, the Company's CEO, 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, 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, 1997.  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 a  forward-looking  statement within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act.

General

     Wade Cook  Financial  Corporation  is a holding  company that,  through its
operating subsidiary,  Wade Cook Seminars,  Inc. ("WCSI"),  conducts educational
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 also holds  interests  in  marketable
securities,  real estate,  gold, oil and gas, and other venture  capital limited
partnerships  and  private  companies.  WCSI hosts  Wealth  Information  Network
("WIN"),  an Internet web site that allows subscribers to log on for 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, for the
Company. In 1997, the Company acquired Worldwide  Publishers,  Inc., Origin Book
Sales, Inc., Gold Leaf Press, Inc., and Ideal Travel Concepts, Inc., and to date
in 1998 the Company has acquired Get Ahead  Bookstores  Inc.  (retail  education
centers),  Wade Cook Financial  Education Centers,  Inc.  (bookstores),  Quantum
Marketing,  Inc. (local sales and marketing offices) and Information Quest, Inc.
(distribution of paging devices that transmit stock market data).

     The  acquisition  of the Best Western  McCarran  House,  located in Sparks,
Nevada,  was  completed  during a prior quarter in 1998.  Costs  pursuant to the
acquisition  of the McCarran  House and  associated  with the remodeling of that
unit continue to be generated. The land, building, equipment, and furniture have
a book value of $5.5  million,  and with the purchase of the hotel,  the Company
assumed a $4.4 million long-term loan, which was recorded

                                      -7-
<PAGE>

in the third  quarter.  As a result,  it is likely that the Company will restate
its financial results for prior periods.  During the third quarter,  the Company
was  negotiating  the  acquisition of an additional 50% interest in the property
formerly known as the St. George Hilton Inn, in St. George,  Utah,  bringing the
Company's  ownership  to 100%.  The  property is  currently  being  improved for
re-flagging as a Four-Point  hotel by Sheraton.  Additionally,  during the third
quarter, the Company was negotiating an increase in its ownership of the Airport
Ramada Suites, located in Salt Lake City, Utah, from 25% to 75%.

     Although the Company,  principally as the result of activities of WCSI, has
been profitable in the past, it has  experienced  dramatic  growth,  acquired or
established new businesses,  increased general and administrative  expenses, and
made investments in hotel and other projects outside the traditional business of
WCSI which have reduced  profits in recent  periods.  In addition,  revenue from
WCSI has been lower in recent  periods than in  comparable  periods in the past.
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 September 30, 1998,  the Company had current assets of $12.6 million and
current liabilities of $22.7 million,  resulting in a working capital deficit of
$10.1  million.  The  working  capital  deficit at  December  31, 1997 was $11.0
million.  Current  liabilities  at  September  30, 1998  include $5.3 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 to attend seminars not
yet held. Current liabilities at September 30, 1998 also include $5.1 million in
taxes payable,  which includes approximately $2.7 million in delinquent payments
owed on 1997 state and federal  taxes.  The Company has not made  estimated  tax
payments with respect to income taxes in 1998.  The accrued  liabilities  do not
include penalties and interest, which may be material.

     Mr.  Wade B. Cook,  the  Company's  largest  shareholder  and CEO agreed to
forego $2.0 million in royalties  for the quarter  ended  September 30, 1998, to
assist with the Company's  cash flow  requirements.  At September 30, 1998,  the
Company  had  payables  to related  parties  of $3.0  million,  which  represent
principally  royalties  owed to Mr. Cook which do not include the  royalties Mr.
Cook agreed to forego.

     The market value of the Company's marketable securities decreased from $6.1
million at December  31, 1997 and $4.4  million at June 30, 1998 to $3.9 million
at September  30, 1998,  due to sales of  securities  and the lower value of the
retained  portfolio due to lower stock  prices.  Inventory  increased  from $1.3
million  at  December  31,  1997 to $2.8  million  at  September  30,  1998  due
principally  to  increases  in  inventory  to support  expanded  product  lines,
including  products of  subsidiaries  acquired in the fourth quarter of 1997. At
September 30, 1998 the Company also had receivables from related parties of $4.3
million  consisting  principally 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
investment  seminars and sales of tapes,  books and other  materials  focused on
business  strategies,  financial  planning and personal wealth  management.  The
Company  does not have an  established  bank line of credit.  Cash  provided  by
operations  decreased  from  $12.5  million  and $5.9  million  in the  nine-and
three-month periods ended September 30, 1997 to $7.4 million and $1.6 million in
the nine- and  three-month  periods  ended  September  30, 1998.  This  decrease
reflected  principally losses of businesses  acquired in 1997 and 1998, but also
reflected  a  reduction  in revenue  from the  Company's  seminars  and  related
businesses in the quarter ended September 30, 1998.

                                      -8-
<PAGE>

     Cash  generated  from  borrowing  was $4.2 million and $5.3 million for the
nine-and  three-month  periods  ended  September  30, 1998,  compared  with $1.6
million  and $3.6  million in the  comparable  periods in 1997,  as the  Company
borrowed funds in connection with its investment in hotel activities.

     The Company  continues to use cash to acquire interests in hotel properties
and other businesses.  See "General" and Part II, Item 5 of this report.  Use of
cash for these purposes has significantly exceeded cash generated by operations.
Net cash used in investment  was $11.0 million and $6.7 million for the nine-and
three-month  periods ended  September 30, 1998,  compared with $12.2 million and
$8.7 million in the comparable periods in 1997.

     Non-marketable investments increased from $7.3 million at December 31, 1997
and $10.3 million at June 30, 1998 to $17.9  million at September 30, 1998,  due
principally to additional investments in hotel properties.  The primary addition
to the hotel  investments  was the  completion  of the  acquisition  of the Best
Western McCarran House. See "General" and Part II, Item 5 of this report.

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


                                                    Investment
               Description of Investment            (in dollars)
          ------------------------------------------------------

          Oil and gas properties                  $    1,050,000

          Hotel and motel investments                 12,464,525

          Investments in undeveloped land              2,610,263

          Private companies -- Various                 2,062,500
          industries           
                                               -----------------

                                                      18,187,288

          Less: undistributed income (loss)             (303,215)
                                               -----------------

          Total non-marketable investments        $   17,884,073
                                               =================


     The  Company's  policy  of  using  available  cash  to  acquire  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 in  addition  to  commitments  and  requirements  related to  activities
described in the Company's reports on Form 10-K for the year ending December 31,
1997. These commitments include, but are not limited to, the following:

     Under the terms of a contract with the Hewlett Packard Company ("HP"),  the
Company has agreed to pay to HP an  aggregate  of $1.4  million  dollars for the
development of an inter-office communications network.

     In March 1999,  the Company is obligated to make a $1.1 million  payment on
the long-term loan assumed by the Company in connection  with the acquisition by
the Company of the Best Western McCarran House in Sparks, Nevada.

                                      -9-
<PAGE>

     The Company also anticipates  spending up to $1.4 million over the next six
months  for  improvements  to its hotel  properties,  but this  amount  could be
exceeded.*

     The  Company   regularly   evaluates   other   acquisition  and  investment
opportunities,  and  additional  cash  resources may be devoted to pursuing such
opportunities.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive  payment under its license  agreement  with Entity  Planners
Inc.("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. See Part II, Item 5 of this Report. Receipt of these payments may, as a
practical  matter,  be  dependent on the success of the business in the hands of
the buyers.

     The  Company has  acquired  new  businesses,  has  continued  to fund these
businesses in anticipation of future  revenues,  and has continued its policy of
committing   available  cash  to   acquisitions  of  new  businesses  and  other
investments.  Cash  flow  from  operations,  which  has  historically  been  the
Company's principal source of cash for working capital,  has decreased in recent
periods.

     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.  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. Although the Company does not
presently  anticipate  material liability under any of these matters,  the legal
fees and other costs  involved may be material.* 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 from continuing operations were $84.7 million and $29.7 million for
the nine-and three-month periods ended September 30, 1998 respectively  compared
with $71.3 million and $30.9 million for the comparable periods in 1997. Revenue
for the nine-and  three-month  periods  ended  September  30, 1998 included $7.4
million and $2.7 million,  respectively,  from subsidiaries  acquired during and
after the third quarter of 1997. The decrease in revenue in the third quarter of
1998 compared with the comparable quarter in 1997 resulted  principally from the
sale of EPI.  Income from the license  arrangement  made in connection  with the
sale of EPI is now accounted for as other income under licensing fees.

     Cost of revenue for the nine-and  three-month  periods ended  September 30,
1998 was $38.5 million  (45.5% of revenue) and $11.7 million  (39.4% of revenue)
respectively,  compared with $27.6 million  (38.7% of revenue) and $12.4 million
(40.2% of revenue) for the  comparable  periods in 1997. The decrease in cost of
revenues in the quarter ended  September 30, 1998  resulted  principally  from a
decrease in a royalty expense payable to Mr. Cook as the result of his agreement
to forego royalties in the third quarter of 1998.

                                      -10-
<PAGE>

     Selling,  general and  administrative  costs for the  nine-and  three-month
periods ended September 30, 1998 were $43.2 million (50.8% of revenue) and $16.2
million (54.4% of revenue), respectively,  compared with $29.7 million (41.6% of
revenue) and $12.8 million (41.5% of revenue) in the comparable periods in 1997.
The  increases  are  principally  the result of  increased  payroll  and related
expenses, printing and production of marketing materials and other costs related
to  expansion  of  the  Company's   business   activities   and  newly  acquired
subsidiaries,  and  increases  in  legal  and  accounting  expenses  related  to
legal compliance, litigation and investigations.

     Other income was  $390,000  and $1.0 million for the nine- and  three-month
periods  ended  September 30, 1998,  respectively,  compared with $315,600 and a
loss of $211,073 in the  comparable  periods of 1997.  During the quarter  ended
September 30, 1998,  the Company  experienced a loss on trading in securities of
$305,000,  but  income  on  trading  in  securities  for the nine  months  ended
September 30, 1998 was $500,000.  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.
Increases  in  interest  and  dividends  received  in the nine- and  three-month
periods ended  September 30, 1998 were more than offset by increases in interest
expense  resulting  from  increased  debt  incurred  in  connection  with  hotel
investments.

     Income  before  income taxes for the  nine-and  three-month  periods  ended
September  30, 1998 was $4.0 million (4.7% of revenue) and $2.1 million (7.1% of
revenue)  respectively,  compared with $14.3 million (20.0% of revenue) and $5.4
million  (17.6% of revenue) in the  comparable  periods in 1997.  Provisions for
income taxes were $1.4 million (1.6% of revenue) and $747,000  (2.5% of revenue)
in the nine-and three-month periods ended September 30, 1998, compared with $6.0
million  and $2.9  million in the  comparable  periods in 1997.  Provisions  for
income taxes are based on statutory rates.

     During the third  quarter of 1998,  the  Company  sold the stock of EPI and
recognized  a gain on the  disposal of  $162,500  (net of  provision  for income
taxes).


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                                      -11-
<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.  A trial date has been set for June 21,
1999.

     Investigation by the U.S. Securities and Exchange  Commission.  The Company
is currently  the subject of an  investigation  by the  Securities  and Exchange
Commission ("SEC"), 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 SEC
has informed the Company  that the  investigation  should not be construed as an
indication by the SEC or its staff that any violations of law have occurred, nor
should it be construed as an adverse  reflection on the merits of the securities
involved or on any person or entity.  The Company presently intends to cooperate
fully with the  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.*

     Investigation  by the  state  of  Washington.  Since  September  1996,  the
Washington State 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  proceedings  that  are
brought.*

     Wade B. Cook v. Anthony Robbins and Robbins Research International, Inc. On
June 18, 1997, Mr. Cook filed a copyright  infringement suit in the United State
District  Court,  Western  District of Washington,  against  Anthony Robbins and
Robbins' Research International,  Inc. seeking damages and injunctive relief. On
October  1,  1998,  the  United  State  District  Court,   Western  District  of
Washington,  rendered a unanimous jury verdict in favor Mr. Cook and ordered the
defendants to pay damages in the amount of $655,900.00.


                                      -12-
<PAGE>


     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, Options 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.  On
November 26, 1997, the unfair competition and  misappropriation of trade secrets
claims were dismissed. The Company and Mr. Cook are appealing the dismissal with
the  Washington  State  Court of  Appeals.  WCSI and Mr.  Cook  were  granted  a
voluntary  dismissal without prejudice on the claims relating to the non-compete
agreement.

     County of Fresno.  On March 5, 1998, the Company was informed by the County
of Fresno,  California,  Office of the District  Attorney  Business Affairs Unit
("BAU") that BAU has  concluded  that the seminar  sales  contracts  used by the
Company in California did not comply with sections  1678.20  through 1693 of the
California  Civil  Code  which  provides  for a  notice  of three  day  right of
cancellation on seminar sales solicitation  contracts. In addition, BAU contends
that the Company may have engaged in unlawful,  unfair and  fraudulent  business
acts or  practices.  According  to the BAU,  the  potential  penalties  for such
violations could include injunctive  relief,  restitution and civil penalties of
up to $2,500 for each violation.  The Company  currently  provides its customers
seven days to cancel all sales contracts. The Company has retained local counsel
and is  cooperating  with the BAU to resolve  the  matter.  Although no civil or
criminal  charges have been brought,  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.  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.

     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  acts 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  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.  The Company declined to enter into a voluntary cease and desist
on behalf of the former  employees  named in the request  because they no longer
work for the Company. The Company has subsequently  divested 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 the state of Texas.*

     Wade Cook  Financial  Corporation  v. Zygon  International,  Inc.  and Dane
Spotts / Dane Spotts v. Wade Cook, et al. On March 17, 1998 Horizon Environtech,
LP,  a  Nevada  Limited  Partnership,   and  Wade  Cook,  d/b/a/  Swiss-American
Publishing,  Ltd.,  filed  a  lawsuit  against  Zygon  International,   Inc.,  a
Washington  corporation  ("Zygon"),  in the Superior Court of King County in the
state of Washington alleging that Zygon breached contractual  obligations to pay
royalties,  engaged in unfair competition,  mismarked  copyrights and engaged in
misrepresentation  and/or  deceptive  acts. On September 30, 1998,  Dane Spotts,
former  president of Zygon,  filed suit against Mr. Cook and the Company,  among
others, in

                                      -13-
<PAGE>


United States  District  Court for the Western  District of Washington  alleging
copyright  infringement,  trademark  violation,  breach of  contract  and unjust
enrichment.  Both complaints  relate to the ownership of  intellectual  property
rights in materials used for the promotion of WCSI products. On or about October
20, 1998 both parties agreed to settle the above claims which settlement did not
result in any material gain or loss to the Company.

     Wade Cook Financial Corporation,  et al. v. 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.

     Attorney  General for the State of Illinois.  In July of 1998, the Illinois
Attorney General's  Consumer Fraud Division initiated a formal  investigation to
determine whether the Company has engaged in unlawful  practices in the state of
Illinois.  To date,  the  Illinois  Attorney  General  has  only  issued a Civil
Investigative  Demand,  requesting specific  information and Company records, to
which the  Company has  responded.  The  Company  does not  believe  that it has
engaged in any unlawful  activities in the state of Illinois and is  cooperating
fully with the Illinois Attorney General's investigation.*

Item 2.  Changes in Securities.

     On September 9, 1998, the Company issued 45,000 shares of restricted common
to Tom Cloward in exchange  for all the issued and  outstanding  common stock of
Information  Quest,  Inc.  pursuant to the terms of a Share  Exchange  Agreement
dated January 1, 1998 with Information  Quest.  The restricted  common stock was
issued in reliance on exemptions from  registration  provided by Section 4(2) of
the Securities Act and the laws of the state of Nevada.

     On September 9, 1998, the Company issued 45,000 shares of restricted common
to Robert Hondel in exchange for all of the issued and outstanding  common stock
of Quantum  Marketing,  Inc. pursuant to the terms of a Share Exchange Agreement
dated January 1, 1998 with Quantum.  The  restricted  common stock was issued in
reliance  on  exemptions  from  registration  provided  by  Section  4(2) of the
Securities Act and the laws of the state of Nevada.

     On September 9, 1998, the Company issued 54,182 shares of restricted common
stock to Curtis E. Ledbetter for the surrender of Ledbetter's  interest in Eagle
Bay Resources and all rights held thereunder and as partial  consideration for a
50% interest in Standard  American Oil Company.  The restricted common stock was
issued  pursuant to the terms of a Stock Purchase  Agreement  dated February 24,
1998 and in reliance on exemptions from registration provided by Section 4(2) of
the Securities Act of 1933 and the laws of the state of Nevada.

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.

                                      -14-
<PAGE>


Item 5.   Other Information.

     Standard  American  Oil  Company  Stock  Purchase.  On August 3, 1998,  the
Company  entered into a stock  purchase  agreement  with  Standard  American Oil
Company,  a Nevada corporation  formerly  incorporated under the name Solid Rock
Investment, Inc. ("Standard"), and RMS Trust, a Nevada Trust. Under the terms of
the agreement, the Company agreed to purchase a 50% interest (10,000,000 shares)
in  Standard in  exchange  for  $750,000.  To date,  the  Company  has  received
10,000,000  shares in Solid Rock Investment,  Inc. which are convertible into an
equal  number  of  shares  of  Standard.  In  addition,  under  the terms of the
agreement  the Company may  contribute  up to  $750,000  and receive  additional
shares of  Standard  common  stock at the price of $0.10 per share.  The Company
does not presently intend to purchase additional stock.

     Sale of Entity Planners,  Inc. ("EPI"). On June 30, 1998, the Company,  EPI
and Berry,  Childers & Associates,  L.L.C. ("BCA") entered into a Stock Purchase
Agreement pursuant to which BCA agreed to pay to the Company an aggregate amount
of  $20,000,000,  consisting of $250,000 for all the  outstanding  shares in EPI
held by the Company,  $17,470,000  for certain  exclusive  licenses and licensed
products of the Company  and  $2,280,000  for  certain  exclusive  licenses  and
licensed  products of Wade Cook,  the  individual.  Pursuant to the terms of the
Stock  Purchase  Agreement,  the entire  amount was payable over a period of 260
weeks in amounts  determined  based on percentages of the net and gross sales of
EPI.

     The Stock Purchase Agreement was subsequently amended on September 30, 1998
to provide that BCA will pay the Company,  on a weekly basis, an amount equal to
70%-75% of Net Sales (as defined in the  agreement) of EPI or an amount equal to
30% of the  Gross  Sales (as  defined  in the  agreement)  of EPI  whichever  is
greater,  for a period  of 260  weeks.  If the  parties  agree to renew the WCFC
license,  such payments will be 65% and 30%,  respectively.  Notwithstanding the
foregoing,  in no event will EPI's  weekly  payment to the  Company be less than
$40,385.00 per week. Pursuant to a prior  understanding  between the Company and
Mr. Cook, 12% of any amounts payable under the payment  schedule set forth above
is payable to Mr. Cook and 88% is payable to the Company

     Interjet Net Corporation  ("Interjet") stock purchase.  On August 27, 1997,
the Company  entered into a  subscription  agreement for the purchase of 256,410
shares of restricted  common stock from Picometrix Inc., a Delaware  corporation
for an aggregate of $500,000. Subsequently, Picometrix, Inc. changed its name to
Interjet.  Additionally,  on August 27, 1997 the Company  purchased a warrant to
purchase  512,821  shares of Interjet  restricted  common  stock at the price of
$1.95 a share. On August 1998, the Company exercised this warrant in full.

     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.

                                      -15-
<PAGE>


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.

     The  Company  has  entered  into  an  agreement   with  HP  to  develop  an
inter-office  communications network that will connect the Company's departments
and  operating  systems  for a total cost of $1.4  million.  The new system will
replace an older  network  system.  The  development  and  installation  of this
network is unrelated to the Company's year 2000 assessment and testing  efforts.
HP has represented to the Company that the new system is year 2000 compliant.

     Stock  Repurchase  Program  initiated on February 25, 1998. On February 25,
1998,  at a special  meeting of the Board of  Directors,  the Board  initiated a
program to buy back up to one million shares of outstanding Company stock over a
six-month period.  The total number of shares purchased under the stock buy-back
was  251,000  shares,  and the price for the  repurchased  shares  totaled  five
hundred  and forty  thousand  one  hundred  twenty  eight  dollars and ten cents
($540,128.10). All shares reacquired by the Company under the repurchase program
are retired as  treasury  stock.  Currently,  the Stock  Repurchase  Program has
expired and there are no plans to initiate  another such  repurchase  program in
the future.*

     Resignation  of John V.  Childers.  On October 9,  1998,  John V.  Childers
resigned from the Board of Directors  for Wade Cook  Financial  Corporation.  To
date, a replacement has not been selected or approved.

     Resignation  of Cheryle  Hamilton.  On November 1, 1998,  Cheryle  Hamilton
resigned  for the Board of Directors  for Wade Cook  Financial  Corporation.  To
date, a replacement has not been selected or approved.

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

(a)  Exhibits

     2.1  Stock  Purchase  Agreement  dated  June 30,  1998,  by and  among  the
          Company,  Entity  Planners,  Inc.,  and Berry,  Childers & Associates,
          L.L.C.

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

     10.1 Stock Incentive Plan

     10.2 Exclusive Product License Agreement dated June 30, 1998 by and between
          Wade B. Cook and Entity Planners, Inc.

                                      -16-
<PAGE>


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

     10.4 Open Ended Product  Agreement  between the Company and Wade Cook dated
          3/20/98

     10.5 Amendment to Open Ended Product  Agreement  dated November 13, 1998 by
          and between the Company and Wade Cook

     27.1 Financial Data Schedule

     99.1 Resignation of John V. Childers

     99.2 Resignation of Cheryle Hamilton

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the period.


                                      -17-
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this Form 10-Q,  period ending  September 30, 1998 to
be signed on its behalf by the undersigned duly authorized.

                                     Wade Cook Financial Corporation

November 13, 1998                    /s/ Wade B. Cook
---------------------                --------------------------------------
(Date)                               Wade B. Cook, Chief Executive Officer


November 13, 1998                    /s/ Cynthia Britton
---------------------                --------------------------------------
(Date)                               Cynthia Britton, Chief Accounting Officer




                                      -18-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER         EXHIBIT DESCRIPTION

Exhibit 2.1    Stock Purchase Agreement dated June 30, 1998, by and among the
               Company, Entity Planners, Inc., and Berry, Childers & Associates,
               L.L.C.

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

Exhibit 10.1   Stock Incentive Plan

Exhibit 10.2   Exclusive Product License Agreement dated June 30, 1998 by and 
               between Wade B. Cook and Entity Planners, Inc.

Exhibit 10.3   Exclusive Product License Agreement dated June 30, 1998 by and
               between Wade Cook Financial Corporation and Entity Planners, Inc.

Exhibit 10.4   Open Ended Product  Agreement  between the Company and Wade Cook
               dated 3/20/98

Exhibit 10.5   Amendment to Open Ended Product  Agreement  dated November 13,
               1998 by and between the Company and Wade Cook

Exhibit 27.1   Financial Data Schedule

Exhibit 99.1   Resignation of John V. Childers

Exhibit 99.2   Resignation of Cheryle Hamilton
[{"type": "10-Q", "sequence": "1", "description": "QUARTERLY REPORT", "secsgml_size_bytes": 62350}]
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

         For the quarterly period ended September 30, 1998.

                                       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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

     64,383,630  shares of Common  Stock,  $0.01 par  value,  outstanding  as of
September 30, 1998.
WADE COOK FINANCIAL CORPORATION
                                    Form 10-Q
                                      Index

PART 1  --FINANCIAL INFORMATION...............................................1

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

     Condensed Consolidated Balance Sheets....................................1
     Condensed Consolidated Statements of Income..............................3
     Condensed Consolidated Statements of Cash Flow...........................5
     Notes to Interim Financial Statements....................................6

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations..................................7

     General..................................................................7
     Liquidity and Capital Resources..........................................8
     Results of Operation....................................................10

Item 3  Quantitative and Qualitative Disclosures About Market Risk...........11

PART II  --OTHER INFORMATION.................................................12

Item 1. Legal Proceedings....................................................12

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.....................................16
PART 1 -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                               Condensed Consolidated Balance Sheets
                                           (Unaudited)

                                                  September 30, 1998       December 31, 1997
                                                --------------------     -------------------
Assets:
  Current Assets:

    Cash and cash equivalents                    $         1,114,732     $           540,763
    Marketable securities                                  3,906,525               6,162,733
    Receivables, trade                                     3,100,641               3,283,183
    Inventory                                              2,840,649               1,312,366
    Receivables, employees                                 1,092,620                 992,263
    Other current assets                                     584,791                 486,855
                                                 -------------------     -------------------

  Total current assets                                    12,639,958              12,778,163
                                                 -------------------     -------------------

  Property and equipment, net of depreciation             11,750,172              10,425,159
                                                 -------------------     -------------------

  Goodwill, net of amortization                            2,603,034               2,637,669
                                                 -------------------     -------------------

  Other assets:
  Non-marketable investments                              17,884,073               7,330,460
  Receivables, employees                                   4,373,659               3,892,505
  Other                                                      144,640               4,340,182
                                                 -------------------     -------------------

  Total other assets                                      22,402,372              15,563,147
                                                 -------------------     -------------------

Total assets                                     $        49,395,536     $        41,404,138
                                                 ===================     ===================

Liabilities and Shareholders' Equity:
  Current Liabilities:
    Current portion of long-term debt                      1,024,514               1,445,000
    Book overdrafts                                          -0-                   2,156,305
    Accounts payable and accrued expenses                  7,616,440               6,450,485
    Margin loan in investment accounts                       586,735               2,766,824
    Taxes payable                                          5,107,746               5,417,063
    Deferred revenue                                       5,330,626               4,764,441
    Payables, related parties                              3,070,786                 827,752
                                                 -------------------     -------------------

  Total current liabilities                               22,736,847              23,827,870
Long-term debt                                             5,343,397                 821,182
                                                 -------------------     -------------------

Total liabilities                                         28,080,244              24,649,052
                                                 -------------------     -------------------

Minority interest                                          1,065,818                 687,945
                                                 -------------------     -------------------

Shareholders' Equity:
    Preferred stock                                                -                       -

                                       -1-
Common stock                                             695,792                 682,459
    Paid-in capital                                        4,973,768               3,651,386
    Prepaid advertising                                     (500,000)               (500,000)
    Retained earnings                                     15,620,042              12,233,296
                                                 -------------------     -------------------

                                                          20,789,602              16,067,141

  Less: common stock in treasury at costs:
    251,000 shares                                           540,128                       -
                                                 -------------------     -------------------

Total shareholders' equity                                20,249,474              16,067,141
                                                 -------------------     -------------------

Total liabilities, minority interest, and 
    shareholders' Equity                         $        49,395,536     $        41,404,138
                                                 ===================     ===================
[This space intentionally blank]

                                       -2-
Condensed Consolidated Statements of Income
                                                     (Unaudited)

                                               For the Three Months Ended                For the Nine Months Ended
                                          -------------------------------------    --------------------------------------
                                           September 30,       September 30,        September 30,        September 30,
                                               1998                 1997                 1998                 1997
                                          ----------------    -----------------    -----------------    -----------------
Revenue, net of returns and discounts          $29,680,865          $30,867,873          $84,690,033          $71,340,343
                                          ----------------    -----------------    -----------------    -----------------

Costs and expenses:
  Cost of revenue                               11,715,258           12,397,795           38,478,298           27,653,051
  Selling, general and administrative           16,222,055           12,815,998           43,192,796           29,713,129
                                          ----------------    -----------------    -----------------    -----------------

Total operating costs                           27,937,313           25,213,793           81,671,094           57,366,180
                                          ----------------    -----------------    -----------------    -----------------

Income (loss) from operations                    1,743,552            5,654,080            3,018,939           13,974,163
                                          ----------------    -----------------    -----------------    -----------------

Other income (expense):
  Interest and dividends                           140,607              120,756              492,421              223,576
  Gain (loss) on trading securities               (305,205)            (238,842)             499,520              347,405
  Interest expense                                (357,071)             (96,661)            (658,388)            (245,423)
  Undistributed income (loss) from
    Equity investments                             (51,204)                   -             (303,214)                   -
  Licensing fees                                   853,891                    -              853,891                    -
  Other                                            109,146                3,674              134,459               (9,958)
                                          ----------------    -----------------    -----------------    -----------------

Total other income                                 390,164             (211,073)           1,018,689              315,600
                                          ----------------    -----------------    -----------------    -----------------

Income before income taxes                       2,133,716            5,443,007            4,037,628           14,289,763

Provision for income taxes                         746,801            2,894,758            1,413,170            6,026,332
                                          ----------------    -----------------    -----------------    -----------------

Income from continuing operations              $ 1,386,915        $   2,548,249          $ 2,624,458          $ 8,263,431
                                          ----------------    -----------------    -----------------    -----------------

Discontinued operations:

Income from operations of Entity
Planners, Inc. to be disposed of (net
of income taxes of $314,682 in 1998 and
$293,714 in 1997)                                       -               102,439              584,410              685,504

Operating income of Entity Planners,
Inc. during phase-out period (net of
income tax of $8,280 in 1998)                           -                     -               15,378                    -

Gain on disposal of Entity Planners,
Inc. (net of income tax of $87,500 in
1998)                                              162,500                    -              162,500                    -
                                          ----------------    -----------------    -----------------    -----------------

                                                   162,500              102,439              762,288              685,504
                                          ----------------    -----------------    -----------------    -----------------

                                       -3-
Net income                                    $  1,549,415          $ 2,650,688           $3,386,746           $8,948,935
                                          ================    =================    =================    =================

Earnings per share
  Income from continuing operations                 $  .02                $ .04                 $.04                 $.14
  Income from discontinuing operations                   -                    *                  .01                  .01
  Income during phase-out period                         -                    -                    *                    -
  Gain on disposal                                       *                    -                    *                    -
                                          ----------------    -----------------    -----------------    -----------------

Net income                                          $  .02                $ .04                 $.05                 $.15
                                          ================    =================    =================    =================

Weighted average number of shares               64,383,630           60,348,411           64,383,630           60,348,411
* - not meaningful

                        [This space intentionally blank]

                                      -4-
Condensed Consolidated Statements of Cash Flow
                                    (Unaudited)

                                                             Nine Months Ended
                                                             -----------------
                                             September 30, 1998         September 30, 1997
                                            --------------------       --------------------
Cash provided by operations                  $         7,385,721         $       12,533,086

Cash used in investing activities                    (11,033,507)               (12,356,805)

Cash used in financing activities:
     Proceeds from issuance of subsidiary's 
     minority interest                                         -                    (72,655)
     Net borrowings                                    4,221,755                  1,582,095
                                            --------------------       --------------------

Net increase in cash                         $           573,969         $        1,685,721
                                            ====================       ====================
[This space intentionally blank]

                                      -5-
Wade Cook Financial Corporation and Subsidiaries
                      Notes to Interim Financial Statements
                               September 30, 1998

1.   Basis for Presentation
     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial information and with the instructions to Form 10-Q and Article 10
     of Regulation S-X. Accordingly,  they do not include all of the information
     and footnotes  required by generally  accepted  accounting  principles  for
     complete  financial   statements.   In  the  opinion  of  management,   all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included.  Operating results for the nine
     month period ended September 30, 1998 are not necessarily indicative of the
     results  that may be expected for the year ending  December  31, 1998.  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, 1997.

     Certain  items in the 1997  consolidated  financial  statements  have  been
     reclassified to comply with the condensed consolidated financial statements
     presentation for 1998.

2.   Earnings per Share
     Basic  earnings  per share  are  computed  by  dividing  net  income by the
     weighted  average number of common shares  outstanding.  The 1997 number of
     shares and earnings  per share have been  restated to reflect the 3:1 stock
     splits in September and December of 1997.

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 reduction.  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 $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.

                                      -6-
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  Any  statements  that  express or involve  discussions  with  respect to
predictions,  expectations,  beliefs, plans,  objectives,  assumptions or future
events or performance  (often,  but not always,  using words and phrases such as
"expects,"  "believe,"  "believes,"  "plans,"  "anticipate,"  "anticipates," "is
anticipated," or stating that certain actions,  events or results "will," "may,"
"should,"  or "can"  be  taken,  occur or be  achieved)  are not  statements  of
historical  fact  and  may  be  "forward-looking   statements."  Forward-looking
statements are based on expectations,  estimates and projections at the time the
statements are made that involve a number of risks and uncertainties which could
cause actual results or events to differ  materially  from those  anticipated by
the Company.  Such risks and uncertainties  include, but are not limited to, the
Company's working capital  deficiency,  the effect that recent volatility in the
stock market 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 Wade B. Cook, the Company's CEO, 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, 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, 1997.  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 a  forward-looking  statement within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act.

General

     Wade Cook  Financial  Corporation  is a holding  company that,  through its
operating subsidiary,  Wade Cook Seminars,  Inc. ("WCSI"),  conducts educational
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 also holds  interests  in  marketable
securities,  real estate,  gold, oil and gas, and other venture  capital limited
partnerships  and  private  companies.  WCSI hosts  Wealth  Information  Network
("WIN"),  an Internet web site that allows subscribers to log on for 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, for the
Company. In 1997, the Company acquired Worldwide  Publishers,  Inc., Origin Book
Sales, Inc., Gold Leaf Press, Inc., and Ideal Travel Concepts, Inc., and to date
in 1998 the Company has acquired Get Ahead  Bookstores  Inc.  (retail  education
centers),  Wade Cook Financial  Education Centers,  Inc.  (bookstores),  Quantum
Marketing,  Inc. (local sales and marketing offices) and Information Quest, Inc.
(distribution of paging devices that transmit stock market data).

     The  acquisition  of the Best Western  McCarran  House,  located in Sparks,
Nevada,  was  completed  during a prior quarter in 1998.  Costs  pursuant to the
acquisition  of the McCarran  House and  associated  with the remodeling of that
unit continue to be generated. The land, building, equipment, and furniture have
a book value of $5.5  million,  and with the purchase of the hotel,  the Company
assumed a $4.4 million long-term loan, which was recorded

                                      -7-
in the third  quarter.  As a result,  it is likely that the Company will restate
its financial results for prior periods.  During the third quarter,  the Company
was  negotiating  the  acquisition of an additional 50% interest in the property
formerly known as the St. George Hilton Inn, in St. George,  Utah,  bringing the
Company's  ownership  to 100%.  The  property is  currently  being  improved for
re-flagging as a Four-Point  hotel by Sheraton.  Additionally,  during the third
quarter, the Company was negotiating an increase in its ownership of the Airport
Ramada Suites, located in Salt Lake City, Utah, from 25% to 75%.

     Although the Company,  principally as the result of activities of WCSI, has
been profitable in the past, it has  experienced  dramatic  growth,  acquired or
established new businesses,  increased general and administrative  expenses, and
made investments in hotel and other projects outside the traditional business of
WCSI which have reduced  profits in recent  periods.  In addition,  revenue from
WCSI has been lower in recent  periods than in  comparable  periods in the past.
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 September 30, 1998,  the Company had current assets of $12.6 million and
current liabilities of $22.7 million,  resulting in a working capital deficit of
$10.1  million.  The  working  capital  deficit at  December  31, 1997 was $11.0
million.  Current  liabilities  at  September  30, 1998  include $5.3 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 to attend seminars not
yet held. Current liabilities at September 30, 1998 also include $5.1 million in
taxes payable,  which includes approximately $2.7 million in delinquent payments
owed on 1997 state and federal  taxes.  The Company has not made  estimated  tax
payments with respect to income taxes in 1998.  The accrued  liabilities  do not
include penalties and interest, which may be material.

     Mr.  Wade B. Cook,  the  Company's  largest  shareholder  and CEO agreed to
forego $2.0 million in royalties  for the quarter  ended  September 30, 1998, to
assist with the Company's  cash flow  requirements.  At September 30, 1998,  the
Company  had  payables  to related  parties  of $3.0  million,  which  represent
principally  royalties  owed to Mr. Cook which do not include the  royalties Mr.
Cook agreed to forego.

     The market value of the Company's marketable securities decreased from $6.1
million at December  31, 1997 and $4.4  million at June 30, 1998 to $3.9 million
at September  30, 1998,  due to sales of  securities  and the lower value of the
retained  portfolio due to lower stock  prices.  Inventory  increased  from $1.3
million  at  December  31,  1997 to $2.8  million  at  September  30,  1998  due
principally  to  increases  in  inventory  to support  expanded  product  lines,
including  products of  subsidiaries  acquired in the fourth quarter of 1997. At
September 30, 1998 the Company also had receivables from related parties of $4.3
million  consisting  principally 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
investment  seminars and sales of tapes,  books and other  materials  focused on
business  strategies,  financial  planning and personal wealth  management.  The
Company  does not have an  established  bank line of credit.  Cash  provided  by
operations  decreased  from  $12.5  million  and $5.9  million  in the  nine-and
three-month periods ended September 30, 1997 to $7.4 million and $1.6 million in
the nine- and  three-month  periods  ended  September  30, 1998.  This  decrease
reflected  principally losses of businesses  acquired in 1997 and 1998, but also
reflected  a  reduction  in revenue  from the  Company's  seminars  and  related
businesses in the quarter ended September 30, 1998.

                                      -8-
Cash  generated  from  borrowing  was $4.2 million and $5.3 million for the
nine-and  three-month  periods  ended  September  30, 1998,  compared  with $1.6
million  and $3.6  million in the  comparable  periods in 1997,  as the  Company
borrowed funds in connection with its investment in hotel activities.

     The Company  continues to use cash to acquire interests in hotel properties
and other businesses.  See "General" and Part II, Item 5 of this report.  Use of
cash for these purposes has significantly exceeded cash generated by operations.
Net cash used in investment  was $11.0 million and $6.7 million for the nine-and
three-month  periods ended  September 30, 1998,  compared with $12.2 million and
$8.7 million in the comparable periods in 1997.

     Non-marketable investments increased from $7.3 million at December 31, 1997
and $10.3 million at June 30, 1998 to $17.9  million at September 30, 1998,  due
principally to additional investments in hotel properties.  The primary addition
to the hotel  investments  was the  completion  of the  acquisition  of the Best
Western McCarran House. See "General" and Part II, Item 5 of this report.

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

                                                    Investment
               Description of Investment            (in dollars)
          ------------------------------------------------------

          Oil and gas properties                  $    1,050,000

          Hotel and motel investments                 12,464,525

          Investments in undeveloped land              2,610,263

          Private companies -- Various                 2,062,500
          industries           
                                               -----------------

                                                      18,187,288

          Less: undistributed income (loss)             (303,215)
                                               -----------------

          Total non-marketable investments        $   17,884,073
                                               =================

     The  Company's  policy  of  using  available  cash  to  acquire  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 in  addition  to  commitments  and  requirements  related to  activities
described in the Company's reports on Form 10-K for the year ending December 31,
1997. These commitments include, but are not limited to, the following:

     Under the terms of a contract with the Hewlett Packard Company ("HP"),  the
Company has agreed to pay to HP an  aggregate  of $1.4  million  dollars for the
development of an inter-office communications network.

     In March 1999,  the Company is obligated to make a $1.1 million  payment on
the long-term loan assumed by the Company in connection  with the acquisition by
the Company of the Best Western McCarran House in Sparks, Nevada.

                                      -9-
The Company also anticipates  spending up to $1.4 million over the next six
months  for  improvements  to its hotel  properties,  but this  amount  could be
exceeded.*

     The  Company   regularly   evaluates   other   acquisition  and  investment
opportunities,  and  additional  cash  resources may be devoted to pursuing such
opportunities.

     In  addition  to cash  received  from its own  operations,  the  Company is
entitled to receive  payment under its license  agreement  with Entity  Planners
Inc.("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. See Part II, Item 5 of this Report. Receipt of these payments may, as a
practical  matter,  be  dependent on the success of the business in the hands of
the buyers.

     The  Company has  acquired  new  businesses,  has  continued  to fund these
businesses in anticipation of future  revenues,  and has continued its policy of
committing   available  cash  to   acquisitions  of  new  businesses  and  other
investments.  Cash  flow  from  operations,  which  has  historically  been  the
Company's principal source of cash for working capital,  has decreased in recent
periods.

     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.  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. Although the Company does not
presently  anticipate  material liability under any of these matters,  the legal
fees and other costs  involved may be material.* 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 from continuing operations were $84.7 million and $29.7 million for
the nine-and three-month periods ended September 30, 1998 respectively  compared
with $71.3 million and $30.9 million for the comparable periods in 1997. Revenue
for the nine-and  three-month  periods  ended  September  30, 1998 included $7.4
million and $2.7 million,  respectively,  from subsidiaries  acquired during and
after the third quarter of 1997. The decrease in revenue in the third quarter of
1998 compared with the comparable quarter in 1997 resulted  principally from the
sale of EPI.  Income from the license  arrangement  made in connection  with the
sale of EPI is now accounted for as other income under licensing fees.

     Cost of revenue for the nine-and  three-month  periods ended  September 30,
1998 was $38.5 million  (45.5% of revenue) and $11.7 million  (39.4% of revenue)
respectively,  compared with $27.6 million  (38.7% of revenue) and $12.4 million
(40.2% of revenue) for the  comparable  periods in 1997. The decrease in cost of
revenues in the quarter ended  September 30, 1998  resulted  principally  from a
decrease in a royalty expense payable to Mr. Cook as the result of his agreement
to forego royalties in the third quarter of 1998.

                                      -10-
Selling,  general and  administrative  costs for the  nine-and  three-month
periods ended September 30, 1998 were $43.2 million (50.8% of revenue) and $16.2
million (54.4% of revenue), respectively,  compared with $29.7 million (41.6% of
revenue) and $12.8 million (41.5% of revenue) in the comparable periods in 1997.
The  increases  are  principally  the result of  increased  payroll  and related
expenses, printing and production of marketing materials and other costs related
to  expansion  of  the  Company's   business   activities   and  newly  acquired
subsidiaries,  and  increases  in  legal  and  accounting  expenses  related  to
legal compliance, litigation and investigations.

     Other income was  $390,000  and $1.0 million for the nine- and  three-month
periods  ended  September 30, 1998,  respectively,  compared with $315,600 and a
loss of $211,073 in the  comparable  periods of 1997.  During the quarter  ended
September 30, 1998,  the Company  experienced a loss on trading in securities of
$305,000,  but  income  on  trading  in  securities  for the nine  months  ended
September 30, 1998 was $500,000.  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.
Increases  in  interest  and  dividends  received  in the nine- and  three-month
periods ended  September 30, 1998 were more than offset by increases in interest
expense  resulting  from  increased  debt  incurred  in  connection  with  hotel
investments.

     Income  before  income taxes for the  nine-and  three-month  periods  ended
September  30, 1998 was $4.0 million (4.7% of revenue) and $2.1 million (7.1% of
revenue)  respectively,  compared with $14.3 million (20.0% of revenue) and $5.4
million  (17.6% of revenue) in the  comparable  periods in 1997.  Provisions for
income taxes were $1.4 million (1.6% of revenue) and $747,000  (2.5% of revenue)
in the nine-and three-month periods ended September 30, 1998, compared with $6.0
million  and $2.9  million in the  comparable  periods in 1997.  Provisions  for
income taxes are based on statutory rates.

     During the third  quarter of 1998,  the  Company  sold the stock of EPI and
recognized  a gain on the  disposal of  $162,500  (net of  provision  for income
taxes).

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                                      -11-
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.  A trial date has been set for June 21,
1999.

     Investigation by the U.S. Securities and Exchange  Commission.  The Company
is currently  the subject of an  investigation  by the  Securities  and Exchange
Commission ("SEC"), 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 SEC
has informed the Company  that the  investigation  should not be construed as an
indication by the SEC or its staff that any violations of law have occurred, nor
should it be construed as an adverse  reflection on the merits of the securities
involved or on any person or entity.  The Company presently intends to cooperate
fully with the  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.*

     Investigation  by the  state  of  Washington.  Since  September  1996,  the
Washington State 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  proceedings  that  are
brought.*

     Wade B. Cook v. Anthony Robbins and Robbins Research International, Inc. On
June 18, 1997, Mr. Cook filed a copyright  infringement suit in the United State
District  Court,  Western  District of Washington,  against  Anthony Robbins and
Robbins' Research International,  Inc. seeking damages and injunctive relief. On
October  1,  1998,  the  United  State  District  Court,   Western  District  of
Washington,  rendered a unanimous jury verdict in favor Mr. Cook and ordered the
defendants to pay damages in the amount of $655,900.00.

                                      -12-
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, Options 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.  On
November 26, 1997, the unfair competition and  misappropriation of trade secrets
claims were dismissed. The Company and Mr. Cook are appealing the dismissal with
the  Washington  State  Court of  Appeals.  WCSI and Mr.  Cook  were  granted  a
voluntary  dismissal without prejudice on the claims relating to the non-compete
agreement.

     County of Fresno.  On March 5, 1998, the Company was informed by the County
of Fresno,  California,  Office of the District  Attorney  Business Affairs Unit
("BAU") that BAU has  concluded  that the seminar  sales  contracts  used by the
Company in California did not comply with sections  1678.20  through 1693 of the
California  Civil  Code  which  provides  for a  notice  of three  day  right of
cancellation on seminar sales solicitation  contracts. In addition, BAU contends
that the Company may have engaged in unlawful,  unfair and  fraudulent  business
acts or  practices.  According  to the BAU,  the  potential  penalties  for such
violations could include injunctive  relief,  restitution and civil penalties of
up to $2,500 for each violation.  The Company  currently  provides its customers
seven days to cancel all sales contracts. The Company has retained local counsel
and is  cooperating  with the BAU to resolve  the  matter.  Although no civil or
criminal  charges have been brought,  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.  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.

     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  acts 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  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.  The Company declined to enter into a voluntary cease and desist
on behalf of the former  employees  named in the request  because they no longer
work for the Company. The Company has subsequently  divested 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 the state of Texas.*

     Wade Cook  Financial  Corporation  v. Zygon  International,  Inc.  and Dane
Spotts / Dane Spotts v. Wade Cook, et al. On March 17, 1998 Horizon Environtech,
LP,  a  Nevada  Limited  Partnership,   and  Wade  Cook,  d/b/a/  Swiss-American
Publishing,  Ltd.,  filed  a  lawsuit  against  Zygon  International,   Inc.,  a
Washington  corporation  ("Zygon"),  in the Superior Court of King County in the
state of Washington alleging that Zygon breached contractual  obligations to pay
royalties,  engaged in unfair competition,  mismarked  copyrights and engaged in
misrepresentation  and/or  deceptive  acts. On September 30, 1998,  Dane Spotts,
former  president of Zygon,  filed suit against Mr. Cook and the Company,  among
others, in

                                      -13-
United States  District  Court for the Western  District of Washington  alleging
copyright  infringement,  trademark  violation,  breach of  contract  and unjust
enrichment.  Both complaints  relate to the ownership of  intellectual  property
rights in materials used for the promotion of WCSI products. On or about October
20, 1998 both parties agreed to settle the above claims which settlement did not
result in any material gain or loss to the Company.

     Wade Cook Financial Corporation,  et al. v. 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.

     Attorney  General for the State of Illinois.  In July of 1998, the Illinois
Attorney General's  Consumer Fraud Division initiated a formal  investigation to
determine whether the Company has engaged in unlawful  practices in the state of
Illinois.  To date,  the  Illinois  Attorney  General  has  only  issued a Civil
Investigative  Demand,  requesting specific  information and Company records, to
which the  Company has  responded.  The  Company  does not  believe  that it has
engaged in any unlawful  activities in the state of Illinois and is  cooperating
fully with the Illinois Attorney General's investigation.*

Item 2.  Changes in Securities.

     On September 9, 1998, the Company issued 45,000 shares of restricted common
to Tom Cloward in exchange  for all the issued and  outstanding  common stock of
Information  Quest,  Inc.  pursuant to the terms of a Share  Exchange  Agreement
dated January 1, 1998 with Information  Quest.  The restricted  common stock was
issued in reliance on exemptions from  registration  provided by Section 4(2) of
the Securities Act and the laws of the state of Nevada.

     On September 9, 1998, the Company issued 45,000 shares of restricted common
to Robert Hondel in exchange for all of the issued and outstanding  common stock
of Quantum  Marketing,  Inc. pursuant to the terms of a Share Exchange Agreement
dated January 1, 1998 with Quantum.  The  restricted  common stock was issued in
reliance  on  exemptions  from  registration  provided  by  Section  4(2) of the
Securities Act and the laws of the state of Nevada.

     On September 9, 1998, the Company issued 54,182 shares of restricted common
stock to Curtis E. Ledbetter for the surrender of Ledbetter's  interest in Eagle
Bay Resources and all rights held thereunder and as partial  consideration for a
50% interest in Standard  American Oil Company.  The restricted common stock was
issued  pursuant to the terms of a Stock Purchase  Agreement  dated February 24,
1998 and in reliance on exemptions from registration provided by Section 4(2) of
the Securities Act of 1933 and the laws of the state of Nevada.

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.

                                      -14-
Item 5.   Other Information.

     Standard  American  Oil  Company  Stock  Purchase.  On August 3, 1998,  the
Company  entered into a stock  purchase  agreement  with  Standard  American Oil
Company,  a Nevada corporation  formerly  incorporated under the name Solid Rock
Investment, Inc. ("Standard"), and RMS Trust, a Nevada Trust. Under the terms of
the agreement, the Company agreed to purchase a 50% interest (10,000,000 shares)
in  Standard in  exchange  for  $750,000.  To date,  the  Company  has  received
10,000,000  shares in Solid Rock Investment,  Inc. which are convertible into an
equal  number  of  shares  of  Standard.  In  addition,  under  the terms of the
agreement  the Company may  contribute  up to  $750,000  and receive  additional
shares of  Standard  common  stock at the price of $0.10 per share.  The Company
does not presently intend to purchase additional stock.

     Sale of Entity Planners,  Inc. ("EPI"). On June 30, 1998, the Company,  EPI
and Berry,  Childers & Associates,  L.L.C. ("BCA") entered into a Stock Purchase
Agreement pursuant to which BCA agreed to pay to the Company an aggregate amount
of  $20,000,000,  consisting of $250,000 for all the  outstanding  shares in EPI
held by the Company,  $17,470,000  for certain  exclusive  licenses and licensed
products of the Company  and  $2,280,000  for  certain  exclusive  licenses  and
licensed  products of Wade Cook,  the  individual.  Pursuant to the terms of the
Stock  Purchase  Agreement,  the entire  amount was payable over a period of 260
weeks in amounts  determined  based on percentages of the net and gross sales of
EPI.

     The Stock Purchase Agreement was subsequently amended on September 30, 1998
to provide that BCA will pay the Company,  on a weekly basis, an amount equal to
70%-75% of Net Sales (as defined in the  agreement) of EPI or an amount equal to
30% of the  Gross  Sales (as  defined  in the  agreement)  of EPI  whichever  is
greater,  for a period  of 260  weeks.  If the  parties  agree to renew the WCFC
license,  such payments will be 65% and 30%,  respectively.  Notwithstanding the
foregoing,  in no event will EPI's  weekly  payment to the  Company be less than
$40,385.00 per week. Pursuant to a prior  understanding  between the Company and
Mr. Cook, 12% of any amounts payable under the payment  schedule set forth above
is payable to Mr. Cook and 88% is payable to the Company

     Interjet Net Corporation  ("Interjet") stock purchase.  On August 27, 1997,
the Company  entered into a  subscription  agreement for the purchase of 256,410
shares of restricted  common stock from Picometrix Inc., a Delaware  corporation
for an aggregate of $500,000. Subsequently, Picometrix, Inc. changed its name to
Interjet.  Additionally,  on August 27, 1997 the Company  purchased a warrant to
purchase  512,821  shares of Interjet  restricted  common  stock at the price of
$1.95 a share. On August 1998, the Company exercised this warrant in full.

     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.

                                      -15-
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.

     The  Company  has  entered  into  an  agreement   with  HP  to  develop  an
inter-office  communications network that will connect the Company's departments
and  operating  systems  for a total cost of $1.4  million.  The new system will
replace an older  network  system.  The  development  and  installation  of this
network is unrelated to the Company's year 2000 assessment and testing  efforts.
HP has represented to the Company that the new system is year 2000 compliant.

     Stock  Repurchase  Program  initiated on February 25, 1998. On February 25,
1998,  at a special  meeting of the Board of  Directors,  the Board  initiated a
program to buy back up to one million shares of outstanding Company stock over a
six-month period.  The total number of shares purchased under the stock buy-back
was  251,000  shares,  and the price for the  repurchased  shares  totaled  five
hundred  and forty  thousand  one  hundred  twenty  eight  dollars and ten cents
($540,128.10). All shares reacquired by the Company under the repurchase program
are retired as  treasury  stock.  Currently,  the Stock  Repurchase  Program has
expired and there are no plans to initiate  another such  repurchase  program in
the future.*

     Resignation  of John V.  Childers.  On October 9,  1998,  John V.  Childers
resigned from the Board of Directors  for Wade Cook  Financial  Corporation.  To
date, a replacement has not been selected or approved.

     Resignation  of Cheryle  Hamilton.  On November 1, 1998,  Cheryle  Hamilton
resigned  for the Board of Directors  for Wade Cook  Financial  Corporation.  To
date, a replacement has not been selected or approved.

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

(a)  Exhibits

     2.1  Stock  Purchase  Agreement  dated  June 30,  1998,  by and  among  the
          Company,  Entity  Planners,  Inc.,  and Berry,  Childers & Associates,
          L.L.C.

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

     10.1 Stock Incentive Plan

     10.2 Exclusive Product License Agreement dated June 30, 1998 by and between
          Wade B. Cook and Entity Planners, Inc.

                                      -16-
10.3 Exclusive Product License Agreement dated June 30, 1998 by and between
          Wade Cook Financial Corporation and Entity Planners, Inc.

     10.4 Open Ended Product  Agreement  between the Company and Wade Cook dated
          3/20/98

     10.5 Amendment to Open Ended Product  Agreement  dated November 13, 1998 by
          and between the Company and Wade Cook

     27.1 Financial Data Schedule

     99.1 Resignation of John V. Childers

     99.2 Resignation of Cheryle Hamilton

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the period.

                                      -17-
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this Form 10-Q,  period ending  September 30, 1998 to
be signed on its behalf by the undersigned duly authorized.

                                     Wade Cook Financial Corporation

November 13, 1998                    /s/ Wade B. Cook
---------------------                --------------------------------------
(Date)                               Wade B. Cook, Chief Executive Officer

November 13, 1998                    /s/ Cynthia Britton
---------------------                --------------------------------------
(Date)                               Cynthia Britton, Chief Accounting Officer

                                      -18-
EXHIBIT INDEX

EXHIBIT
NUMBER         EXHIBIT DESCRIPTION

Exhibit 2.1    Stock Purchase Agreement dated June 30, 1998, by and among the
               Company, Entity Planners, Inc., and Berry, Childers & Associates,
               L.L.C.

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

Exhibit 10.1   Stock Incentive Plan

Exhibit 10.2   Exclusive Product License Agreement dated June 30, 1998 by and 
               between Wade B. Cook and Entity Planners, Inc.

Exhibit 10.3   Exclusive Product License Agreement dated June 30, 1998 by and
               between Wade Cook Financial Corporation and Entity Planners, Inc.

Exhibit 10.4   Open Ended Product  Agreement  between the Company and Wade Cook
               dated 3/20/98

Exhibit 10.5   Amendment to Open Ended Product  Agreement  dated November 13,
               1998 by and between the Company and Wade Cook

Exhibit 27.1   Financial Data Schedule

Exhibit 99.1   Resignation of John V. Childers

Exhibit 99.2   Resignation of Cheryle Hamilton