WADE COOK FINANCIAL CORP
8-K, 1999-02-10
EDUCATIONAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): January 11, 1999


                         WADE COOK FINANCIAL CORPORATION


Nevada                              000-29342                     91-1772094
- --------------------------------------------------------------------------------
State or Other Jurisdiction        (Commission                  (IRS Employer
Of Incorporation)                   File Number)             Identification No.)


14675 Interurban Ave. S., Seattle, WA                            98168-4664
- --------------------------------------------------------------------------------
(Address of Principal Executive offices)                         (Zip Code)


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


Item 5.   Other Events

(a)  State  of  California  vs.  Wade  Cook  Financial  Corporation,  Wade  Cook
     Seminars, Inc., Entity Planners, Inc., Information Quest, Inc., Money Chef,
     Inc., and Wade B. Cook.

     On January 11, 1999,  a civil suit was filed in the  Superior  Court of the
     state of California  by the  California  State  Attorney  General  alleging
     violations of Sections  1678.20 through 1693 of the California  Civil Code.
     The Complaint  alleges that the  defendants:  (1) made or caused to be made
     and  disseminated  untrue or  misleading  statements  in  violation  of the
     California Business and

<PAGE>


     Professions  Code;  and (2)  engaged in unlawful  and unfair or  fraudulent
     practices and unfair, deceptive and untrue or misleading advertising.

     The suit seeks:  (1) an  injunction  against the Company  from  directly or
     indirectly  engaging in the alleged unlawful behavior,  (2) disgorgement of
     money or property  acquired in  violation  of state or federal  law;  (3) a
     penalty of $2,500 for each  violation,  but in any event not less than four
     million  dollars  ($4,000,000)  in  the  aggregate,  (4)  imposition  of  a
     constructive  trust on the money or property acquired in violation of state
     and federal law; and (5) payment of court costs.

     The Company  intends to defend  itself in this matter.  The Company has not
     yet made an estimate of its potential  exposure or determined the impact on
     its financial statements and has not made provisions for losses, if any.

(b)  Resignation of Burr D. Cline

     Effective  January 21, 1999, Burr D. Cline formally resigned as a member of
     the  Company's  Board of  Directors.  The vacancy on the Board of Directors
     resulting from Mr. Cline's resignation has not yet been filled.

Item 7

(c)  Exhibits

     Not applicable.


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities and Exchange 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
                                                      (Registrant)


                                                 /s/ Laura Cook
Date: 02/10/99                               By --------------------------------
                                                  Laura Cook
                                                  Secretary




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