WHITNEY INFORMATION NETWORK INC, 10QSB/A, 2000-11-17

WHITNEY INFORMATION NETWORK INC
10QSB/A, 2000-11-17
BUSINESS SERVICES, NEC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------------------------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:

----------------------------------

Commission file number 0-27403

----------------------------------

WHITNEY INFORMATION NETWORK, INC.

(Exact name of Registrant as specified in its charter.)

COLORADO	84-1475486
(State of incorporation or organization)	(IRS Employer Identification No.

4818 Coronado Parkway

Cape Coral, Florida 33904

(Address of principal executive offices, including zip code.)

(941) 542-8999

Registrants telephone number, including area code.

Indicate by check mark whether the Registrant (1) has filed all reports required

to be filed by Section 13 or 15 (d) of the securities Act of 1934 during the

preceding 12 months (or for such shorter period that the Registrant was required

to file such reports), and (2) has been subject to such filing requirements for

the past 90 days.

YES X NO

The number of shares outstanding of the registrants Common Stock, no par value per share, at September 30, 2000 was

7,528,047 shares.

WHITNEY INFORMATION NETWORK, INC.
FORM 10QSB
AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
WHITNEY INFORMATION NETWORK, INC.
Consolidated Financial Statements
As of and for the Nine Months Ended September 30, 2000 and 1999

Consolidated Balance Sheet		1-2
Consolidated Statement of Operations And Retained Earnings		3
Consolidated Statement of Cash Flows		4-5
Consolidated Statement of Changes in Shareholders Equity		6
Comparative Consolidated Statement of Operations and Retained Earnings		7
Notes to the Consolidated Financial Statements		8-23

PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	24
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24-29
ITEM 3. CHANGES IN SECURITIES AND USE OF PROCEEDS	30
ITEM 4. DEFAULTS UPON SENIOR SECURITIES	30
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	30
ITEM 6. OTHER INFORMATION	30
ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K	30
Summary Financial Information	31
SIGNATURE PAGE	32

WHITNEY INFORMATION NETWORK, INC.
Consolidated Balance Sheet
As of September 30, 2000 and 1999

ASSETS

	September 30	September 30
	2000	1999
	-----	-----
CURRENT ASSETS:
Cash	$ 3,824,846	$ 1,205,523
Accounts Receivable	3,639,49	9 1,436,997
Prepaid Assets	2,577,149	1,076,705
Due From Affiliates	150,831	99,211
Deferred Expense	18,263,43	7 8,127,464
Other Current	Assets 904,54	9 111,276
	------	-------
Total Current Assets	29,360,311	12,057,176
PROPERTY AND EQUIPMENT, net	594,044	181,481
OTHER ASSETS:
	48,683	48,683
	------	------
TOTAL ASSETS	$30,003,038	$12,287,340
	==========	==========

The accompanying notes are an integral part of the consolidated financial statements
1

WHITNEY INFORMATION NETWORK, INC.
Consolidated Balance Sheet
As of September 30, 2000 and 1999
LIABILITIES AND SHAREHOLDERS EQUITY

	September 30	September 30
	2000	1999
	----	----
LIABILITIES
CURRENT LIABILITIES:
Accounts Payable	$ 944,294	$ 874,294
Income Taxes Payable	1,946,164	528,538
Deferred Revenue	22,659,67	7 8,801,815
Other Accrued Liabilities	1,036,431	172,395
	----------	----------
TOTAL CURRENT LIABILITIES	26,586,566	10,377,042
	----------	----------
OTHER LIABILITIES: Deferred Income Taxes
	-	267,000
	-------	-------
TOTAL OTHER LIABILITIES	-	267,000
	-------	-------
TOTAL LIABILITIES	$ 26,586,566	$ 10,644,042
	----------	----------
SHAREHOLDERS EQUITY
Common shares, no par value, 25,000,000 shares authorized, 7,528,047 shares at 9/30/00 and 7,513,859 shares at 9/30/99 issued and outstanding
	67,102	$ 67,102

Paid In Capital	-	900
Retained Earnings	3,349,370	1,575,296
	---------	---------
TOTAL SHAREHOLDERS EQUITY	3,416,472	1,643,298
	---------	---------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY	$ 30,003,038	$ 12,287,340
	==========	==========

The accompanying notes are an integral part of the consolidated financial statements
2

WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Operations and Retained Earnings
As of and For the Nine Months Ended September 30, 2000 and 1999

		September 30	September 30
	2000		1999
	----		----
SALES	$ 28,989,982		$16,715,387
COST OF SALES	9,436,242		7,082,955
	---------		---------
GROSS PROFIT	19,553,740		9,632,432
	----------		---------
EXPENSES Advertising and Sales Expense	9,510,267		4,780,332
General and Administrative Expense	7,871,574		3,395,366
	---------		---------
Total Expenses	17,381,841		8,175,698
	----------		---------
Income Before Taxes	2,171,899		1,456,734
Less: Income Taxes(see note)	881,461		548,600
	---------		---------
NET INCOME	$ 1,290,438		$ 908,134
	=========		=======
Retained Earnings, Beginning of Period	2,058,932		667,162
	---------		-------
Retained Earnings, End of Period	$ 3,349,370		$ 1,575,296
	=========		=========
Basic and Fully Diluted Earnings Per Share *	$ 0.17		$ 0.12
	====		====
Weighted average number of Shares outstanding during the period	7,520,953		7,519,945
	=========		=========

* Prior periods have been restated to reflect a merger as if it had taken place at the beginning of the period.

The accompanying notes are an integral part of the consolidated financial statements.
3

WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Cash Flows
As of and For the Nine Months Ended September 30, 2000 and 1999

	September 2000	September 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings From Operations	$ 1,290,438	$ 908,134
Add Back Depreciation and Amortization	154,000	18,287
	---------	-------
	$ 1,444,438	$ 926,421
	---------	-------
Changes in Operating Assets and Liabilities:
(Increase) in Accounts Receivable	(2,243,940)	(456,734)
(Increase) Decrease in Notes Receivable	(56,849)	4,194
(Increase) in Prepaid and Other Assets	(1,908,042)	(935,257)
(Increase) in Other Receivables	(735,630)
(Increase) in Deferred Expense	(9,398,408)	(4,028,822)
Increase (Decrease) in Accounts Payable	347,830	309,586
Increase in Deferred Revenue	13,348,103	4,843,571
Increase in Income Taxes Payable	1,901,664	380,538
Increase (Decrease) in Other Liabilities	(492,641)	109,447
Increase in Accrued Instructional Programs Expense	788,571
---------	---------
Net Cash Flow From Operations	$ 2,995,096	$1,152,944
	---------	---------

The accompanying notes are an integral part of the consolidated financial statements
4

WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Cash Flows (continued)
As of and For the Nine Months Ended September 30, 2000 and 1999

	September 2000	September 1999
CASH USED IN INVESTING ACTIVITIES
Purchase of Property and Equipment	$ (469,505)	$ (198,134)
Acquisition of Contract Rights	317	(50,317)
Loans Made to Affiliates	25,130	(77,407)
	------	------
Net Cash Used in Investing Activities	$ (444,058)	$ (325,858)
	-------	-------
CASH USED IN FINANCING ACTIVITIES
Issuance of Common Stock	-	64,500
Adjustment to Paid In Capital	(900)	-
Loans From Affiliates	-	18,111
	---	------
Net Cash Used in Financing Activities	(900)	82,611
	---	------
Increase in Cash	$2,550,138	$ 909,697
	=========	=======
Cash at Beginning of Period	1,274,708	370,571
	---------	-------
Cash at End of Period	$3,824,846	$1,280,268
	=========	=========

The accompanying notes are an integral part of the consolidated financial statements
5

WHITNEY INFORMATION NETWORK, INC.
Consolidated Statements of Changes in Shareholders Equity
As of and For the Nine Months Ended September 30, 2000 and 1999

Common Stock Paid Retained Total
Number of In Earnings Shareholders
Shares Value Capital (Deficit) Equity(Deficit)

Balance

December 31, 1997	976,200			$ 2,602	$ 0	$ (2,564)	$ 38
Reverse Split		(226,153)
Merger with Win Systems, Inc. Exchange Stock		6,750,000			$ 900	$ (98,710)	$ (97,810)
Net Income for the Year Ended December 31, 1998						768,436	768,436
		----	------		----	-------	-------
Balance December 31, 1998
		7,500,047	$ 2,602		$ 900	$ 667,162	$ 670,664
Net Income for the Year Ended December 31, 1999						1,391,770	1,391,770
Issuance of Shares for Acquisitions		20,000	$50,000
Issuance of Shares for Services		8,000	14,500
		------	------		--------	---------	-------
Balance December 31, 1999		7,528,047	$67,102		$ 900	$2,058,932	$2,062,434
Adjustment					(900)
Net Income for the Nine Months Ended September 30, 2000						1,290,438	1,290,438
					---	---------	---------
Balance September 30, 2000		7,528,047	$67,102		$ 0	$3,349,370	$3,352,872
		=========	======		=	=========	=========

The accompanying notes are an integral part of the
consolidated financial statements
6

WHITNEY INFORMATION NETWORK, INC.
Comparative Consolidated Statement of Operations
And Retained Earnings For the Three Months and
Nine Months Ended September 30, 2000 and 1999
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999

Sales	$11,571,960	$6,429,067	$28,989,982	$16,715,387
Cost of Sales	2,411,697	2,742,865	9,436,242	7,082,955
	---------	---------	---------	---------
Gross Profit	9,160,263	3,686,202	19,553,740	9,632,432
	---------	---------	----------	---------
Expenses
Advertising and Sales Expense	3,644,096	1,806,134	9,510,267	4,780,332
General and Administrative Expense	4,801,660	1,393,324	7,871,574	3,395,366
	---------	---------	---------	---------
Total Expenses	8,445,756	3,199,458	17,381,841	8,175,698
	---------	---------	----------	---------
Income Before Taxes	$ 714,507	$ 486,744	$ 2,171,899	$1,456,734
Income Taxes (see note)	267,939	204,719	881,461	548,600
	-------	-------	-------	-------
NET INCOME	$ 446,568	$ 282,025	$ 1,290,438	$ 908,134
Retained Earnings, Beginning Of period	$2,902,802	1,293,271	2,058,932	667,162
	---------	---------	---------	-------
Retained Earnings, End of period	$3,349,370	$1,575,296	$ 3,349,370	$1,575,296
	=========	=========	=========	=========
Basic and Fully Diluted Earnings Per Share	$ 0.06	$ 0.04	$ 0.17	$ 0.12
	====	====	====	====
Weighted average Number of shares Outstanding During the Period	7,528,047	7,526,025	7,520,953	7,519,945
	=========	=========	=========	=========

The accompanying notes are an integral part of the consolidated financial statement
7

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

HISTORY OF THE CORPORATION

Whitney Information Network, Inc., formerly known as Win Systems International,
Inc., incorporated in Colorado on February 23, 1996 under the name of Gimmel
Enterprises, Inc.

Whitney Education Group, Inc., formerly known as Win Systems, Inc., incorporated
in Florida on November 12, 1992. An exchange of shares was completed between the
shareholders of Win Systems, Inc. and Gimmel Enterprises, Inc. on August 18,
1998. Subsequently, the name of Gimmel Enterprises, Inc. was changed to Win
Systems International, Inc. on August 25, 1998 and that name was changed to
Whitney Information Network, Inc. on February 11, 1999. The name of Win Systems,
Inc. was changed to Whitney Education Group, Inc. on September 10, 1999.
Win Systems Inc. has been operating in the Instructional Programs Industry since
1992 and expanded its operations in the industry subsequent to the aforesaid
exchange of shares and name change to Whitney Education Group, Inc.
Whitney Education Group, Inc. is accredited by the State of Texas as a Certified
Proprietary School.

During 1998 Win Systems International, Inc. expanded its instructional programs
business into Canada through the opening of a wholly owned subsidiary, 1311448
Ontario, Inc. The Canadian operations continued to expand and at the end of 1999
the operations were transferred to Whitney Canada, Inc. through an amalgamation
of two wholly owned Canadian subsidiaries.

Whitney Canada, Inc. was incorporated in Canada on October 5, 1998 and is the
surviving corporation of an amalgamation with 3667057 Canada, Inc. 3667057
Canada, Inc. was incorporated in Ontario, Canada on August 21, 1998 under the
name of 1311448 Ontario, Inc. The name was changed to 3667057 Canada, Inc. on
October 5, 1999 as a preliminary requirement of federalization of that
corporation, which had been an Ontario provincial corporation, but in order to
qualify for the amalgamation with Whitney Canada, Inc., had to be reregistered
as a Canadian corporation. The amalgamation with 1311448 Ontario, Inc. was
completed January 6, 2000.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

HISTORY OF THE CORPORATION (continued)
Whitney Internet Services, Inc. incorporated in Wyoming on June 8, 1999, is
located in Cape Coral, Florida, and is an operating subsidiary, marketing
internet instructional programs throughout the United States. Whitney Internet
Services, Inc. is expanding its operations into marketing web sites and
participations in networks of residual internet connections fees.

Wealth Intelligence Network, Inc. incorporated in Florida on May 26, 1996 under
the name of Real Estate Link, Inc. The name was changed to Wealth Intelligence
Network, Inc. on September 20, 1998. Win Systems International, Inc. acquired
the shares of Wealth Intelligence Network, Inc. on November 18, 1998. Wealth
Intelligence Network, Inc. is an operating subsidiary marketing financial
instructional programs, which represents an expansion from the real estate
investment instructional programs business.

Whitney Mortgage.com, Inc. incorporated in Florida on September 30, 1999 and
operates as a full service internet mortgage broker affiliated with a national
internet mortgage provider. Whitney Mortgage.com, Inc. represents an expansion
from instructional programs into the mortgage brokerage industry.
Russ Whitneys Wealth Education Centers, Inc. incorporated in Wyoming on June 8,
1999 as a wholly owned subsidiary of Whitney Information Network, Inc. and the
subsidiary is itself the

parent corporation of two wholly owned subsidiaries formed to operate permanent
learning centers in Jackson, MS. and Atlanta, GA. Russ Whitneys Wealth Education
Center of Jackson, MS, Inc. incorporated in Wyoming on June 8, 1999 and a school
was opened in December, 1999. Russ Whitneys Wealth Education Center of Atlanta,
GA, Inc. incorporated in Wyoming on July 22, 1999 and a school will be opened in June, 2000.

The Wealth Education Centers are the
first two of many regional centers being planned throughout the United States
and represents an expansion from
the instructional programs industry into regional permanent
schools for teaching classes in how to build and maintain wealth.
Whitney Consulting Services, Inc. incorporated in Wyoming on
July 28, 1998 under the name of Financial Consulting Services, Inc. and the name
was changed to Whitney Consulting Group, Inc. on April 28, 1999 when that
corporation was acquired by Win Systems International, Inc. The name was again
changed to
Whitney Consulting Services, Inc. on March 21, 2000. Whitney Consulting
Services, Inc. is located in Salt Lake City, Utah and is an operating subsidiary
providing telemarketing services to Whitney Education Group, Inc. and other
subsidiaries of the Company.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principals requires management
to make estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expense during
the reporting period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL STATEMENTS
The Companys financial instruments consist principally of cash, accounts
receivable and deferred instructional programs expense, accounts payable,
accrued expense and deferred revenue. The carrying amounts of such financial
instruments as reflected in the balance sheet approximate the estimated fair
value of the accounts as of September 30, 2000 and 1999. The estimated fair
value is not necessarily indicative of the amounts the Company could realize in
a current market exchange or of future earnings or cash flows.

PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
WHITNEY INFORMATION NETWORK, INC. (formerly Win Systems International, Inc.);
and its wholly owned
subsidiaries; Whitney Education Group, Inc. (formerly Win Systems, Inc.);
Whitney Canada, Inc.; 1311448 Ontario, Inc.; Wealth Intelligence Network, Inc.;
Whitney Consulting Services, Inc.; Russ Whitneys Wealth Centers, Inc.; Whitney
Mortgage.com, Inc.; and Whitney Internet Services, Inc. Russ Whitneys Wealth
Centers, Inc. is the parent corporation of Russ Whitneys Wealth Center of
Jackson, MS, Inc. and Russ Whitneys Wealth Center of Atlanta, GA, Inc. All
significant inter-company accounts and transactions have been eliminated. For
more information see note, History of the Corporation.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

REVENUE RECOGNITION AND DEFERRED REVENUE
Revenue from product sales is recognized at the time the sale is made. Revenue
from instructional programs is recorded (1) when the non refundable deposit is
received for the instructional programs and the instructional programs have
taken place; (2) when it is reasonably certain that the balance of the option to
purchase additional instructional programs will be exercised and paid and the
instructional programs have taken place and (3) revenues are deferred when the
instructional programs proceeds
are received in full in the current period and the instructional programs take
place in a subsequent period. See liability for Deferred Revenues on the balance
sheet in the amount of $22,659,677 at September 30, 2000 and $8,801,815 at
September 30, 1999.

DEFERRED EXPENSE
When a student signs up to attend future instructional programs with the
Company, the tuition that was collected or recorded
as a receivable is deferred. The expenses directly related to
the deferred tuition are also deferred. The deferred expense associated with
future instructional programs are shown on the balance sheet as Deferred Expense
in the amount of $18,263,437 at September 30, 2000 and $8,127,464 at September
30, 1999.

Components of Deferred September 30

Expense	2000	1999
	-----	----
Advertising Expense	$ 9,727,890	$ 4,338,347
Instructors and Trainers Compensation	3,167,558	1,361,326
Support Services	1,805,222	775,611
Travel and Facility Expense	2,581,664	1,109,733
Administrative Expense	981,103	542,447
	---------	---------
Total Deferred Expense	$18,263,437	$ 8,127,464
	===========	==========

PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Depreciation and amortization are
provided using accelerated and straight-line methods over the following useful
lives:

Office Furniture	7 years
Office Equipment	5 years
Intangibles(Contract Rights)	15 years
Leasehold Improvements	5 years

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109 (SFAS
No. 109), "Accounting for Income Taxes" in 1993. SFAS No. 109 requires the
liability method of accounting for income taxes. Deferred income taxes result in
temporary differences in the recognition of revenue and expenses for income tax
and financial reporting purposes. These differences are primarily due to the
differences in accrual basis reporting for statement purposes and cash basis
reporting for tax purposes.

ACCOUNTS RECEIVABLE
The accounts receivable are trade receivables arising from the sale of
educational products and instructional programs. The Company believes the
allowance for doubtful accounts is sufficient to cover any uncollectible amounts
as of September 30, 2000 and 1999. The entire amount of the sales related to the
net receivables is deferred.

NET INCOME PER COMMON SHARE
In 1997 the Company adopted SFAS No. 128 "Earnings Per Share." SFAS No. 128 (the
"Statement") establishes standards for computing and presenting earnings per
share ("EPS"). This Statement replaces the presentation of primary EPS with a
presentation of basic EPS and requires dual presentation of
basic and diluted EPS on the face of the statement of
operations for all entities with complex capital structures.
This Statement replaces the presentation of primary EPS with a presentation of
basic EPS and requires dual presentation of
basic and diluted EPS on the face of the statement of operations for all
entities with complex capital structures. This Statement also requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

MERGERS, ACQUISITIONS AND CAPITAL ACCOUNTS
On August 18, 1998, Whitney Education Group, Inc. (formerly Win Systems, Inc.)
was acquired by WHITNEY INFORMATION NETWORK, INC. (formerly Win Systems
International, Inc. and prior to that Gimmel Enterprises, Inc.) in a reverse
merger where by Whitney Education Group, Inc. exchanged 100% of its shares for
90% of Gimmels shares bringing the total shares of WHITNEY INFORMATION NETWORK,
INC., issued and outstanding at August 18, 1998, to 7,500,047. Whitney Education
Group, Inc. became a wholly owned subsidiary of Whitney Information Network,
Inc. The financial statements from January 1, 1998 through June 30, 2000 are
based upon the assumption that the companies were combined for the entire period
and all stock splits have been reflected in the statements as of the beginning
of the period.

On August 18, 1998, WHITNEY INFORMATION NETWORK, INC. issued 187,500 Class A
stock purchase warrants and 340,000 Class B
stock purchase warrants. The Class A warrants are exercisable
two years after the underlying stock is registered.
The Class B warrants were exchanged for employee stock options
on May 1, 2000.
The Company also instituted a stock option plan for key personnel. Under the
plan options are to be granted at the
fair market value at the date of the grant and exercisable
for a 10 year period after the grant with a three year vesting schedule. The
Company has reserved 2,000,000 shares for the
stock option plan of which 901,650 option shares have been granted at an
exercise price of approximately $2.00 per share. As of September 30, 2000 none
of the options have been exercised or expired to date.
On February 1, 1999 the Company exchanged all of the assets of Wealth
Intelligence Network, Inc. for 20,000 shares of the Companys stock valued at
$2.50 per share. In addition, the Company, during the period from May to August
1999, issued
8,000 shares of the Companys stock, valued at $1.8125 per share, to a financial
public relations firm in lieu of cash for
services valued at $14,500.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

RELATED PARTY TRANSACTIONS
The Company has rented its international headquarters premises
in Cape Coral, Florida since 1992 from the Chairman of the Board and pays rent
on annual leases. Rentals under the related party lease were $55,383 and $35,622
for nine months ended September 30, 2000 and 1999, respectively. The Company
leases approximately 8,700 square feet presently. Future minimum payments, by
year
and in the aggregate under capital and noncancellable operating leases with
initial or remaining terms of one year or more are shown in the Commitments
footnote.
As of September 30, 2000 and September 30, 1999 the related party
receivables on the balance sheet were as follows:

	Sept 30, 1999	Sept 30, 2000
	-------------	-------------
Short-Term Receivables:
Due from Whitney Leadership Group	$ 150,819	$ 98,269
Due from MRS Equity Corp.	13,234	888
Due from RAW, Inc.	2,438	54
Due from PSS, Inc.	8,015	-
		-------
------
Total $	174,506	$ 99,211
	========	=======

Those items above that are reasonably expected to be collected within one year
are shown as short-term.

MRS Equity Corp. provides certain products and services for WHITNEY INFORMATION
NETWORK, INC. and WHITNEY INFORMATION NETWORK, INC. provides MRS Equity Corp.
with payroll services including leased employees. WHITNEY INFORMATION NETWORK,
INC. provided payroll services to MRS Equity Corp. in the amount of $58,510 for
the nine months ended Sept. 30, 2000 and $78,844 for the nine months ended Sept.
30, 1999. MRS Equity Corp. provided WHITNEY INFORMATION NETWORK, INC. with
$322,400 and $214,800 for products for the nine months ended September 30, 2000
and 1999, respectively. MRS Equity Corp. is a wholly owned subsidiary of Equity
Corp. Holdings, Inc. of which the Chairman of the Board of WHITNEY INFORMATION
NETWORK, INC. owns a controlling interest.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

RELATED PARTY TRANSACTIONS (continued)
Precision Software Services, Inc. (PSS) is a company that develops and licenses
software primarily for the real estate and small business industries. The
Chairman of the Board of Directors of WHITNEY INFORMATION NETWORK, INC. owns a
majority interest in PSS. During the nine months ended September 30, 2000 and
1999 PSS provided WHITNEY INFORMATION NETWORK, INC. $199,775 and $247,623 in
products, respectively. PSS sells products to WHITNEY INFORMATION NETWORK, INC.
at a price less than the prices offered to third parties. WHITNEY INFORMATION
NETWORK, INC. provided payroll services to Precision Software Services, Inc. in
the amount of $42,022 and $31,608 for the nine months ended September 30, 2000
and 1999, respectively.

WHITNEY INFORMATION NETWORK, INC. provided payroll services to Whitney
Leadership Group, Inc. in the amount of $58,570 for the nine months ended
September 30, 2000 and $54,948 for the nine months ended September 30, 1999. The
Chairman of the Board of WHITNEY INFORMATION NETWORK, INC. is the President and
Chief Operating Officer of Whitney Leadership Group, Inc.
RAW, Inc. is a company owned by the Chairman of the Board of WHITNEY INFORMATION
NETWORK, INC., which buys, sells and invests in real property. WHITNEY
INFORMATION NETWORK, INC. provides payroll services to RAW, Inc. in the amount
of $4,024 for the nine months ended September 30, 2000.
In 1998, the Companys outside accountant became the Chief Financial Officer of
the Company and a shareholder of the Company.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

SUBSEQUENT EVENTS: Office Building Purchased
WHITNEY INFORMATION NETWORK, INC. entered into a purchase agreement on August
11, 2000 to purchase real property in Cape Coral, Florida known as the SunBank
Building at 1612 E. Cape Coral Parkway at a purchase price of $2,200,000. The
closing of this commercial office building took place on November 9, 2000. A
deposit of $500,000 was made on August 11, 2000 and an additional down payment
of $500,000 was paid at closing.
The Seller took back a $1,200,000 purchase money balloon payment mortgage due
November 9, 2004, interest payable monthly at an initial rate of 9% per annum
due on the first of each month. The interest rate of 9% is adjustable on a
semi-annual basis by the amount of change, if any, in the prime rate charged by
the Chase Manhattan Bank, New York, using the rate in effect each June 1st
and each December 1st as the basis for the change. During the first three years
of this mortgage, the interest rate shall not exceed 10% or fall below 8%.
During the fourth year the interest shall not be less than 8.5%. Principal
payments may be paid in whole or in part at any time without penalty.
The SunBank Building is approximately 30,000 square feet, 12,000 square feet of
which will be used by the Company as executive and sales offices.
The balance of the 18,000 square feet is leased to tenants under noncancellable
operating leases or unallocated for use at this time.
The second floor of the main building consisting of 11,000 square feet is leased
for $88,000 annually for a term of two years ending October 31, 2002 and for an
additional three years thereafter at 5% annual rental increases.
An additional 1,635 square feet is leased to another tenant for $20,040 annually
through September 30, 2001, plus annual CAM payments of $7,620. Thereafter, the
tenant has an option to extend the lease for five years at annual rental
increases of 5%. The mortgage interest payment will be $9,000 monthly.
The annual rental income under noncancellable leases for future years is as
follows:

2000	$ 11,704
2001	108,040
2002	108,938
2003	114,394
2004	120,116

	----------
	$463,192

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

INCOME TAXES
The reconciliation between the provision for income taxes and the amount which
results from applying the federal statutory rate of 34% to the taxable income
before income taxes is as follows:

Federal Income Tax expense at the statutory rate	$ 805,445
State Tax, net of Federal Tax benefit	76,016
	-------
Income Tax expense per books	$ 881,461
Deferred Income Tax	0
	-------
Income Tax currently payable	$ 881,461
	=======

As of December 31, 1997 the Company had Federal net operating loss carry
forwards of approximately $96,000 that were used in 1998. The Company had
previously reported its revenues and expenses for income tax purposes on the
"cash basis" of accounting. Deferred income taxes of $-0- at September 30, 2000
and $267,000 at September 30, 1999 reflect primarily the taxes owing on the
change of accounting method at the end of 1998 to be paid over the next six
years and the net tax effects of differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes.

INDEBTEDNESS
There were no borrowings from unrelated third parties for the
nine months ended September 30, 2000 and 1999. The interest expense was $0 for
both the nine months ended September 30, 2000 and 1999. (See Related Party
Transactions).

LITIGATION
The Company is not involved in any asserted or unasserted claims or actions
arising out of the normal course of its business that in the opinion of the
Company, based upon knowledge of facts and advice of counsel, will result in a
material adverse effect on the Companys financial position.

17

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

COMMITMENTS AND CONTINGENCIES
The Company carries liability insurance coverage which it considers sufficient
to meet regulatory and consumer
requirements and to protect the Companys employees, assets
and operations.
The Company, in the ordinary course of conducting its business, is subject to
various state and federal requirements. In the opinion of management, the
Company is in compliance with these requirements.
The Companys main office is located in Cape Coral, Florida.
The Company has three other offices open. The Company leases
the following properties: (1) Its headquarters building in Cape Coral, Florida
at an annual rental of $73,844; (2) Its telemarketing facility in Draper, Utah
at an annual rental of $46,563; (3) a Wealth Center facility in Jackson, MS for
$42,600 per year; and (4) a Wealth Center Facility in Marietta, GA at an annual
rental of $48,000. Future minimum payments by year and in the aggregate under
capital and noncancellable operation leases with terms of one year or more are
as follows:
$ 81,043
158,820
120,020
39,675
------
Total $ 399,558
=======
The Company is currently having a disagreement with the Securities and Exchange
Commission (SEC) over an accounting method issue. The Company is currently
treating certain direct response advertising and related instructional programs
expenses which have been incurred to produce its deferred revenues as deferred
expenses in order to have a proper matching of income and expenses. When the
deferred revenues are completely recognized as current revenue in subsequent
periods over the subsequent eighteen months and on average over six to nine
months, the related expenses giving rise to such deferred revenues are then
currently expensed.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

COMMITMENTS AND CONTINGENCIES (continued)
The SECs position is that all costs incurred to produce the deferred revenues,
with the exception of instructors fees, should be expensed in the current period
and not matched against the revenues that were created by such expenses. The
Company believes that the SECs position is incorrect and is a departure from Generally Accepted
Accounting Principles.

The Companys financial statements are presented and have consistently been
presented based on a percentage of completion cost accounting method. The
Company believes that this current, more sophisticated accounting method
presents more fairly the results of its operations because this more detailed
method provides for the proper matching of income with related expenses.
Therefore, based on the GAAP principle of materiality, it is more important to
follow the matching principle than to adhere to a strict interpretation of SOP
93-7, which under the SECs interpretation could eliminate all deferral of direct
response advertising. Management believes that this would result in an unfair
presentation of the financial statements.

Since this issue is overwhelmingly material, the financial statements could only
be presented fairly with the proper matching of income and expense method.
The Companys business is unique. SOP 93-7 does not take into consideration such
a unique marketing operation that is in fact the Company experience. SOP 93-7 is
non applicable as the Company does not rely on the use of estimates in matching
its advertising expenses to specific instructional programs income. Each dollar
of advertising is specifically identified as incurred and matched exactly to
each instructional program for which it was intended. This is a more
sophisticated method of accounting for advertising and related costs than is
assumed in SOP 93-7.

To further support the Companys position, two accounting models have been
developed by the Company which compare the present accounting method of the
Company and the SEC suggested method. Both models report a summary of the
Companys operations for the three years 1997 to 1999; and for the year 2000
based on actual results for the nine months ended September 30, 2000, combined
with a financial projection of the last quarter of 2000; and a projection of the
Companys business from 2001 through 2006.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

COMMITMENTS AND CONTINGENCIES (continued)
These 10-year models report the results of operations using both the current
Company method and the SEC suggested method. Using the Company method, the model
results in a series of profitable years, substantial annual income tax
provisions, and a financially healthy company based on historic steady sales
growth and projected steady future sales growth.

Using the SEC method, despite steady sales growth over a nine year period, four
years of which are actual, there are losses for all of the first nine years and
no income taxes. Assuming a major hypothetical downturn in the 10th year, based
on a huge downturn in sales, such as might be experienced in a winding up of the
Companys business, or if the Company discontinued current operations or went
into another line of business, or hypothetically went out of business, the SEC
method model shows a large profit in that 10th year, totally distorting the
results of operations.

Based on the SEC method model, it appears that good years for sales growth and
cash accumulation result in losses and no taxes, and a disaster year in sales
results in a large profit.

However, if the SEC were to prevail, the Company would have to restate its
financial statements to reflect a change in accounting method, as follows:

	Stated Net Income Per Company's Position	Potentially Restable Net (Loss) which Would Be Necessary Per SEC's Position
	---------------	---------------
Year Ended December 31, 1998	$ 768,436	$ ( 2,800,000)
Year Ended December 31, 1999	$ 1,391,770	$ ( 2,600,000)
Nine Months Ended September 30, 2000	$ 1,290,438	$ ( 4,100,000)

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

COMMITMENTS AND CONTINGENCIES (continued)
The Company is confident that the present deferred revenues and expenses and
percentage of completion cost accounting method reflects the Companys financial
position more accurately than does that of the SECs suggested SOP 93-7 method.
As of September 30, 2000, the Company had cash in excess of $3,800,000; no long
or short-term borrowings; no unpaid bills; no unpaid taxes; and approximately
$3,800,000 in working capital. A company generating approximately $10,000,000 in
losses over four years, as would be the case per the SECs position, would not
likely be able to show such a strong current position as the Company now enjoys
and not likely would be increasing cash balances each period as the Company has
accomplished and as is the case without borrowing or liquidating assets or
obtaining equity investors.

The Company is supported in this position by expert opinions including the
Companys auditors, by CPA auditing consultants, by financial consultants, and by
legal consultants.

The Company will defend this position vigorously. Management believes that to
change the current accounting method away from matching deferred instructional
programs expenses against the related revenues which have been deferred until
the instructional programs are held, would result in a material misstatement of
the Companys financial position and results of operations. While it is the
Companys intent to adhere to all SEC rules and guidelines, it is not the
Companys wishes to follow the SECs staff suggestions if by doing so the Company
would be required to issue financial statements which would follow an incorrect
accounting method, which would be a material departure from Generally Accepted
Accounting Principles.

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

COMMITMENTS AND CONTINGENCIES (continued)
Forward-looking Statements
Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Company to differ materially from any expected future
results or performance, expressed or implied by the forward-looking statements.
In connection with the safe harbor provisions of the Reform act, the Company has
identified important factors that could cause actual results to differ
materially from such expectations, including operating uncertainty, acquisition
uncertainty, uncertainties relating to economic and political conditions and
uncertainties regarding the impact of regulations, changes in government policy
and competition. Reference is made to all to the Companys SEC filings, including
the Companys Report on Form 10SB, incorporated herein by reference, for a
description of certain risk factors. The Company assumes no responsibility to
update forward-looking information contained herein.

CAPITAL CHANGES
On February 1, 1999 the Company issued 20,000 shares of its common stock in
exchange for all of the outstanding stock of Wealth Intelligence Network, Inc.
At that time the shares were valued at $2.50 for a total purchase price of
$50,000. Wealth Intelligence Network, Inc. publishes a monthly financial
newsletter and provides and promotes financial education and instructional
programs.
In addition, the Company issued 8,000 shares to a financial public relations
firm for financial public relations services in the amount of $14,500 (2,000 on
May 31, 1999 valued at $2.00 per share, 2,000 on June 30, 1999 valued at $1.875
per share, 2,000 on July 31, 1999 valued at $1.750 per share, and 2,000 on
August 31, 1999 valued at $1.625 per share).

WHITNEY INFORMATION NETWORK, INC.
(FORMERLY WIN SYSTEMS INTERNATIONAL, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999

Y2K MATTERS
During 1998 and 1999 the Securities and Exchange Commission (SEC) had expressed
concern in general over potential Year 2000 problems. As of September 30, 2000
management is of the opinion that the Company did not and will not suffer any
problems of a material nature as a result of any Y2K problems.

COMMON STOCK OPTIONS
The Company instituted a stock option plan for key personnel on August 18, 1998.
Under the plan the options were granted at the fair market value at the date of
the grant and exercisable for a 10-year period after the grant with a three-year
vesting schedule.
The Company had initially reserved 1,200,000 shares for the plan. During the
quarter ended June 30, 2000, the Company authorized an additional 800,000 shares
for the plan and authorized the conversion of the Class B warrants to options at
an exercise price of $2.00 per share. There were no changes during the quarter
ended September 30, 2000. The plan schedule is as follows:

	At 3/31/00	At 6/30/00	At 9/30/00	Total
Initial Shares Authorized for Plan	1,200,000			1,200,000
Additional Shares Authorized		800,000	800,000	800,000
Conversion of Class B Warrants to Options		340,000	340,000	340,000
Grants	(881,650)	(20,000)	(20,000)	(901,650)
Terminations	43,500	37,250	37,250	80,750
	------	------	------	-------
Available for Future Grants	361,850	1,157,250	1,157,250	1,519,100
	=======	=========	=========	=========

Part II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.
The Company knows of no litigation, present, threatened or contemplated, or
unsatisfied judgment against the Company, its officers or directors, or any
proceedings in which the Company, its officers or directors are a party.

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
None of the Companys business is subject to seasonal fluctuations.
Revenues: Total revenue for the nine months ended September 30, 2000 was
$28,989,982, an increase of $12,274,595 or 73% compared to the same period in
1999. The combination of the increase in advanced instructional programs held
and the higher registrations contributed to the increase. Revenues for the three
months ended September 30, 2000 were $11,571,960 as compared to $6,429,067 for
the three months ended September 30, 1999, an increase of $5,142,893 or 80%.
Advertising and Sales Expense: Advertising and sales expense,
of which Advertising represents over 60% of the expenses for the nine months
ended September 30, 2000, was $9,510,267, an increase of $4,729,935 or 98%
compared to the same period in 1999. For the three months ended September 30,
2000, advertising and sales expenses were $3,664,096 as compared with $1,806,134
for the three months ended September 30, 1999, an increase of 103%. The increase
in Advertising and Sales expense is due to higher volume resulting from
increased sales and increased advertising expenses related to Whitney Internet
Services, Inc.s new product and services and the continued growth in the real
estate division.
General and Administrative expenses increased to $7,871,574, an increase of
$4,476,208, or 100% over the comparable period in 1999. This increase is due to
the hiring of new management personnel to support the Companys growth and
increased personnel in the internet division. The Company believes that its
current management and employee base is sufficient to support its current
operations and near term projected future growth.
Cost of Sales increased proportionately in comparison with the increase in sales
for the nine months ended September 30, 2000 to $9,436,242, an increase of
$2,353,287 or 33% over the prior comparable period in 1999. Cost of sales for
the three months ended September 30, 1999 decreased by $331,167, a decrease of
12%. This decrease was primarily due to an increase in efficiency in operations
and higher gross margins on product and instructional program costs. The
telemarketing division and the financial division both contributed heavily to
producing these efficiencies.

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Total Consolidated net income was $1,290,438 for the nine months ended September
30, 2000 and $446,566 for the quarter ended September 30, 1999, primarily due to
increases in the real estate division.
The Internet division, although small as compared to the Company as a whole, had
a loss for the nine months of approximately $1,600,000 and $700,000 for the
quarter. This loss was caused primarily by ineffective marketing programs and
poor management. The cost per person of TV advertising for this division has
exceeded the Companys threshold of acceptability and has contributed greatly to
the loss. All TV advertising for this division has stopped as of November 1,
2000. The company has, in the 4th quarter of the year taken additional steps to
eliminate losses in this division. The Company is currently testing various
marketing programs to enhance the Internet division, which are designed to
produce sales at a cost in which the Company can realize its normal profit
margin. The real estate division profits have increased proportionately this
year and especially in the third quarter so there are no visible signs that
would contribute to any reduction the Companys upward growth trend.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the
nine months ended September 30, 2000 and 1999 was $2,325,897 and $1,475,021,
respectively. For the three months ended September 30, 2000 and 1999, EBITDA was
$771,505 and $503,397 respectively. EBITDA is defined as net income before
income taxes, interest and other income and expense, net, plus depreciation and
amortization including amortization of pending real estate sales contracts.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources
The Companys capital requirements consist primarily of working capital, capital
expenditures and acquisitions. Historically,
the Company has funded its working capital and capital expenditures using cash
and cash equivalents on hand. Cash increased from $1,274,708 to $3,824,846, an
increase of
$2,619,323 or 217% over the previous comparable period in 1999.
The Companys cash provided by operating activities was
$2,995,096 and $1,152,944 for the nine months ended September 30, 2000 and 1999,
respectively. In the third quarter 2000, cash flows from advanced instructional
programs were positively impacted by the increased collection efforts by the
sales associates accompanying the instructors at the instructional program
locations.
The Companys cash used in investing activities was $444,058
and $325,858 for the nine months ended September 30, 2000 and 1999,
respectively. The Companys cash used in investing activities for the nine months
ended September 30, 2000 and 1999 were primarily attributable to the purchase of
office property and equipment of $469,505 and $198,134, respectively, and a
$500,000 deposit in the third quarter for a new office building closed on
November 9, 2000. See Subsequent Events Note.
The Company is currently having a disagreement with the Securities and Exchange
Commission (SEC) over an accounting method issue. The Company is currently
treating certain direct response advertising and related instructional programs
expenses which have been incurred to produce its deferred revenues as deferred
expenses in order to have a proper matching of income and expenses. When the
deferred revenues are completely recognized as current revenue in subsequent
periods over the subsequent eighteen months and on average over six to nine
months, the related expenses giving rise to such deferred revenues are then
currently expensed.
The SECs position is that all costs incurred to produce the deferred revenues,
with the exception of instructors fees, should be expensed in the current period
and not matched against the revenues that were created by such expenses. The
Company believes
that the SECs position is incorrect and is a departure from Generally Accepted
Accounting Principles.
The Companys financial statements are presented and have consistently been
presented based on a percentage of completion cost accounting method. The
Company believes that this current, more sophisticated accounting method
presents more fairly the results of its operations because this more detailed
method provides for the proper matching of income with related expenses.
Therefore, based on the GAAP principle of materiality, it is more important to
follow the matching principle than to adhere to a strict interpretation of SOP
93-7, which under the SECs interpretation could eliminate all deferral of direct
response advertising. Management believes that this would result in an unfair
presentation of the financial statements.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Upon full consideration of the issue, it is the Companys position that GAAP
requires a proper matching of income and expense. This could only be
accomplished by using a sophisticated percentage of completion cost accounting
method which requires deferred expense accounting, despite SEC suggesting that
it is not allowed under SOP 93-7.
Since this issue is overwhelmingly material, the financial statements could only
be presented fairly with the proper matching of income and expense method.
The Companys business is unique. SOP 93-7 does not take into consideration such
a unique marketing operation that is in fact the Company experience. SOP 93-7 is
non applicable as the Company does not rely on the use of estimates in matching
its advertising expenses to specific instructional programs income. Each dollar
of advertising is specifically identified as incurred and matched exactly to
each instructional program for which it was intended. This is a more
sophisticated method of accounting for advertising and related costs than is
assumed in SOP 93-7.
To further support the Companys position, two accounting models have been
developed by the Company which compare the present accounting method of the
Company and the SEC suggested method. Both models report a summary of the
Companys operations for the three years 1997 to 1999; and for the year 2000
based on actual results for the nine months ended September 30, 2000, combined
with a financial projection of the last quarter of 2000; and a projection of the
Companys business from 2001 through 2006.
These 10-year models report the results of operations using both the current
Company method and the SEC suggested method. Using the Company method, the model
results in a series of profitable years, substantial annual income tax
provisions, and a financially healthy company based on historic steady sales
growth and projected steady future sales growth.
Using the SEC method, despite steady sales growth over a nine year period, four
years of which are actual, there are losses for all of the first nine years and
no income taxes. Assuming a major hypothetical downturn in the 10th year, based
on a huge downturn in sales, such as might be experienced in a winding up of the
Companys business, or if the Company discontinued current operations or went
into another line of business, or hypothetically went out of business, the SEC
method model shows a large profit in that 10th year, totally distorting the
results of operations.
Based on the SEC method model, it appears that good years for sales growth and
cash accumulation result in losses and no taxes, and a disaster year in sales
results in a large profit.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Based on the Company method, the model reflects a normal business cycle without
distortion of the results of operations. The Company intends to present these
models with supporting statements to the SEC as soon as possible and believes
that the SEC will agree with the Company upon proper consideration and review of
the issue.
However, if the SEC were to prevail, the Company would have to restate its
financial statements to reflect a change in accounting method, as follows:

	Stated Income Per Company's Position	Potentially Restatable Net(Loss) which Would Be Necessary Per SEC's Position
Year Ended December 31, 1998	$ 768,436	$ ( 2,800,000)
Year Ended December 31, 1999	$ 1,391,770	$ ( 2,600,000)
Nine Months Ended September 30, 2000	$ 1,290,438	$ ( 4,100,000)

The Company is confident that the present deferred revenues and expenses and
percentage of completion cost accounting method reflects the Companys financial
position more accurately than does that of the SECs suggested SOP 93-7 method.
As of September 30, 2000, the Company had cash in excess of $3,800,000; no long
or short-term borrowings; no unpaid bills; no unpaid taxes; and approximately
$3,800,000 in working capital. A company generating approximately $10,000,000 in
losses over four years, as would be the case per the SECs position, would not
likely be able to show such a strong current position as the Company now enjoys
and not likely would be increasing cash balances each period as the Company has
accomplished and as is the case without borrowing or liquidating assets or
obtaining equity investors.
The Company is supported in this position by expert opinions including the
Companys auditors, by CPA auditing consultants, by financial consultants, and by
legal consultants.
The Company will defend this position vigorously. Management believes that to
change the current accounting method away from matching deferred instructional
programs expenses against the related revenues which have been deferred until
the instructional programs are held, would result in a material misstatement of
the Companys financial position and results of operations. While it is the
Companys intent to adhere to all SEC rules and guidelines, it is not the
Companys wishes to follow the SECs staff suggestions if by doing so the Company
would be required to issue financial statements which would follow an incorrect
accounting method, which would be a material departure from Generally Accepted
Accounting Principles.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Management further believes that upon the proper presentation to the SEC of the
Companys position on this complex accounting method issue, the SEC will agree
with the Companys position and that there will be no need to restate any
financial statements.
Forward-looking Statements
Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Company to differ materially from any expected future
results or performance, expressed or implied, by the forward-looking statements.
In connection with the safe harbor provisions of the Reform Act, the Company has
identified important factors that could cause actual results to differ
materially from such expectations, including operating uncertainty, acquisition
uncertainty, uncertainties relating to economic and political conditions and
uncertainties regarding the impact of regulations, changes in government policy
and competition. Reference is made to all of the Companys SEC filings, including
the Companys report on form 10SB, incorporated herein by reference, for a
description of certain risk factors. The Company assumes no responsibility to
update forward-looking information contained herein.

ITEM 3. CHANGES IN SECURITIES AND USE OF PROCEEDS.
The rights of the holders of the companys securities have not been modified nor
have the rights evidenced by the securities been limited or qualified by the
issuance or modification of any other class of securities.

ITEM 4. DEFAULTS UPON SENIOR SECURITIES.
There are no senior securities issued by the Company.

ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters presented to the shareholders for vote during the nine
months ended September 30, 2000.

ITEM 6. OTHER INFORMATION.
None.

ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K.
The Company filed a Form 8-K on August 1, 2000 providing notification of a
change in auditors. A copy of that Form 8-K
was attached to the Form 10-Q filed for the quarter ended June 30, 2000.
No reports were filed on Form 8-K during the three months ended September 30,
2000.
On November 14, 2000, the Board of Directors terminated the services of BDO
Seidman who had been named as auditors for the Company on August 1, 2000. The
termination was over a fee dispute and is effective November 14, 2000.
This event gives rise to a requirement during the quarter ended December 31,
2000 to file a Form 8-K to provide a notification of a change in auditors.

30
Summary Financial Information

This schedule contains summary financial information extracted from the
Consolidated Balance Sheet as of September 30, 2000 and the Consolidated
Statement of Operations and Retained Earnings as of and for the nine months
ended September 30, 2000 and is qualified in its entirety by reference to such
financial statements.

Period Type	9 months
Fiscal Year End	December 31, 2000
Period End	September 30, 2000
Cash	3,824,846
Securities	0
Receivables	3,639,499
Allowances	0
Inventory	0
Current Assets	29,360,311
PP&E	594,044
Depreciation	154,000
Total Assets	30,003,038
Current Liabilities	26,586,566
Bonds	0
Preferred Mandatory	0
Preferred	0
Common	67,102
Other-SE	3,349,370
Total Liabilities and Equity	30,003,038
Sales	28,989,982
Total Revenues	28,989,982
CGS	9,436,242
Total costs	9,436,242
Other Expenses	17,381,841
Loss Prevention	0
Interest Expense	0
Income Pretax	2,171,899
Income Tax	881,461
Income Continuing	1,290,438
Discontinued	0
Extraordinary	0
Changes	0
Net Income	1,290,438
EPS Basic	0.17
EPS Diluted	0.17

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly changed this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated this 14th day of November, 2000.

WHITNEY INFORMATION NETWORK, INC.
(The "Registrant")

BY: /s/Ronald S. Simon
Ronald S. Simon
Secretary/Treasurer, Chief Financial Officer
and a member of the Board of Directors

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