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


                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): February 22, 2002

                         Wade Cook Financial Corporation
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             (Exact name of registrant as specified in its charter)


            Nevada                   000-29342                81-1772094
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(State or other jurisdiction   (Commission File Number)       (IRS Employer
     of incorporation)                                      Identification No.)


14675 Interurban Ave South, Seattle, WA                          98168-4664
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(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (206) 901-3051


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          (Former Name or Former Address, if Changed Since Last Report)






Item 1.  Changes in Control of Registrant.

     Not applicable.


Item 2.  Acquisition or Disposition of Assets.

     Not applicable.


Item 3.  Bankruptcy or Receivership.

     Not applicable.


Item 4.  Changes in Registrant's Certifying Accountant.

     Not applicable.


Item 5.  Other Events.

Reverse Stock Split

In early 2002, the Company authorized a 10 -for - 1 reverse stock split for the
Company's common stock, ticker symbol "WADE". The reverse stock split had
effective and record dates of February 28, 2002. However, due recent market
conditions, the Company has decided, in the best interests of the Company and
its stockholders, to postpone the reverse stock split until a later fiscal
period. The Company has not yet selected an alternative date for the reverse
stock split, but will be reviewing the matter over the next months.


Item 6.  Resignations of Registrant's Directors.

Not applicable.


Item 7.  Financial Statements and Exhibits.

     Not applicable.


Item 8.  Changes in Fiscal Year.

     Not applicable.




Item 9.  Regulation FD Disclosure

Federal Trade Commission

On October 4, 2000,  the Company  entered into a voluntary  Consent  Decree (the
"Order")  with the Federal  Trade  Commission  (the "FTC")  resolving  the FTC's
investigation of the Company. The FTC had been investigating alleged acts by the
Company under the federal consumer laws, namely  provisions  dealing with unfair
and deceptive trade practices.  Pursuant to the Order,  the Company  voluntarily
agreed to  initiate  a  consumer  redress  program  providing  refunds to select
eligible  consumers,  and to  provide  certain  disclosures  in  select  Company
promotional  materials  (For a Complete  description of the Order please see the
Company  10-Q filed for the period  ended  September  30,  2000).  The Order was
entered  into with no holding or  admission  of wrong doing with  respect to the
Company.

On February 20,  2002,  the FTC filed an  application  for a motion for contempt
(the  "Application")  in the  Federal  District  Court for  Western  Washington,
claiming  that the  Company  had  allegedly  violated  provisions  of the Order.
According  to an  FTC  press  release  dated  February  21,  2002,  the  alleged
violations involve disclosure of the Company's rate of return, substantiation of
promotional  claims,  and compliance with consumer redress program deadlines and
payment obligations. The Company is reviewing the Application.

Throughout  2001 and 2002, the Company has worked closely with FTC to effectuate
the  provisions  the  Order  and has  been  diligently  working  with the FTC to
maintain  compliance with the terms of the Consent Decree.  In light of the past
working  relationship between the FTC and the Company, the Company was surprised
to learn about the FTC's current Application. However, the Company believes that
the FTC's  actions are  unmerited  and intends to work with the FTC in resolving
the matter.




                                   SIGNATURES

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


                                              Wade Cook Financial Corporation



                                              By: /s/ Robert T. Hondel C.O.O.
                                                  ------------------------------
                                              Name:  Robert T. Hondel
                                              Title: Chief Operating Officer



Date: February 22, 2002