WHITNEY INFORMATION NETWORK INC
10SB12G/A, 2001-01-19
BUSINESS SERVICES, NEC
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                       WHITNEY INFORMATION NETWORK INC



                  Filing Type:  10SB12G/A Amendment No. 2
                Description:  Amended Registration Statement
                        Filing Date:  January 19, 2001
                              Period End:  N/A


              Primary Exchange: Over the Counter Bulletin Board
                                Ticker: RUSS




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=================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        450 Fifth Street, N.W.
                     Washington, D.C.   20549
                 ----------------------------------

                           FORM 10-SB/A-3
            General Form for Registration of Securities

                Pursuant to Section 12(b) or (g) of
                The Securities Exchange Act of 1934


                 Whitney Information Network, Inc.
       (Exact name of registrant as specific in its charter)

Colorado                           84-1475486
(State of Incorporation)           (I.R.S. Employer
                                   Identification No.)

                       4818 Coronado Parkway
                     Cape Coral, Florida 33904
       (Address of executive offices, including postal code)


Registrant's telephone number:     (941) 542-8999

Copies to:                         Conrad C. Lysiak, Esq.
                                   601 West First Avenue
                                   Suite 503
                                   Spokane, Washington   99201

  Securities to be registered pursuant to Section 12(b) of the Act:

                                NONE
-----------------------------------------------------------------
                          (Title of Class)

 Securities to be registered pursuant to Section 12(g) of the Act:

                            COMMON STOCK
 -----------------------------------------------------------------
                          (Title of Class)


 ==================================================================





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ITEM 1.   DESCRIPTION OF BUSINESS.

History

     Whitney Information Network, Inc. (the "Company") was incorporated
under the laws of the state of Colorado on February 23, 1996 as Gimmel
Enterprises, Inc.  On August 18, 1998, the Company acquired all of the
issued and outstanding shares of common stock of Whitney Education
Group, Inc., formerly, Win Systems, Inc., hereinafter "WSI," a
corporation incorporated under the laws of the state of Florida, on
November 12, 1992.  Thereafter, WSI became a wholly owned subsidiary
corporation of the Company. On August 10, 1998, the Company changed its
name to WIN Systems International, Inc. and on February 11, 1999, the
Company again changed its name to Whitney Information Network, Inc.

General

     The Company is engaged in the business of providing educational
and training services through its publications and lectures to create
wealth, achieve financial independence and protect it.  The Company
currently concentrates its principal efforts in the area of real estate
training.

     The Company is currently holding approximately 120 basic real
estate courses and real estate training academies per month and
approximately 40 advanced programs per month.  The Company has 49
instructors and has approximately 15,000 students per month attending
its programs.

     The Company trains its students in locations throughout the
United States.  The Company utilizes hotels and conference facilities
throughout the United States and Canada to conduct its training
academies.  The Company also utilizes its facilities in Fort Myers,
Florida and Jackson, Mississippi to conduct its training academies.

Publications

     The Company currently produces approximately twenty-four (24)
publications which are promoted by the Company to the general public
and for use at the Company's training and educational classes. The
publications are written by the Company.  The Company then retains
independent publishers to produce the publications.  The publications
are sold to the public or incorporated in the cost of training courses.
The Company does not rely exclusively on any one publishing firm.  In
the event that one publisher ceased operations or refused to continue
to publish the Company's products, the Company could easily retain
another publisher.

Software

     The Company sells a line of software primarily for the real estate
and small business industry.  The software is developed and licensed by
Precision Software Services, Inc., a corporation controlled by Russell
Whitney, the Company's Chief Executive Officer and Chairman of the
Board of Directors.

Lectures

     The Company delivers a series of lectures and training programs
which relate to its publications and software.  The Company charges fees
for its training programs, however, the Company does not charge for
its free informational lectures. The Company has many instructors that
teach throughout the United States and Canada, while at the same time
promoting the Company's publications, software, and the Company's
programs to succeed in business, successfully invest in real estate,
achieve financial independence and protect their assets. The Company
promotes an initial program outlining how to invest in real estate and
how to succeed via small business ownership.  Upon completion of the
Company's initial real estate investment training, the Company offers
additional programs that allow a customer to concentrate on a
specialized area.  Each lecture topic is supplemented with the
Company's publications.

Real Estate Programs

     The Company's base program is a three day seminar on basic real
estate investing.  The program is supplemented with its publications
and software.  Upon completion of the basic real estate investing
course, the Company promotes an intensified training camp which is
designed to expand the knowledge gained at the basic real estate
investing program.  The intensified training camp is held at the
Company's corporate offices in Cape Coral, Florida.

     The Company also operates six regional training camps at locations
in the United States and Canada that emphasize specific areas of real
estate investing, small business and asset protection.  The camps
consist of lectures and interactive dialogue between the lecturer and
student.  The Company promotes its publications and software at the
camps.  The specific areas of concentration are: wholesale buying;
foreclosure; landlording; purchase/lease option; asset protection; and
commercial properties.

Mentoring

     The Company provides a program whereby trained personnel travel
to a customer's home town and assist the customer in implementing the
knowledge gained at the Company's lectures within the customer's
community.

Financial Management

     In addition to the real estate investment programs, the Company
also provides additional ancillary programs relating to enhancing and
the customer's knowledge of managing and protecting his money.

Internet

     The Company is currently developing a program to assist business
minded individuals to take advantage of the Internet, including the
creation of a Web-site and marketing thereof.  As of the date hereof,
the program has not been fully developed and is currently being test
marketed to the public in selected locations.

The Internet Division is still in the development stage.  The
Company is testing various methods of marketing its Internet courses
and products.  Currently, the Company has developed an Internet
Training Program to teach basis Internet skills and plans to offer two
additional advanced courses.  The Company anticipates the Internet
Division to be fully operational in the first quarter on 2000.

Marketing

     The Company markets its publications, videos and lectures through
a number of medias, including newspapers, periodic publications, direct
mail, telemarketing, television, radio and world of mouth.  The Company
has retained Professional Marketing International, Inc. of Lehigh, Utah
to provide telemarketing services.  Further, the Company's wholly owned
subsidiary corporation, Whitney Consulting Services, Inc. furnishes
telemarketing and mail services to the Company.

 Strategic Alliance

     The Company has entered into an oral agreement with E-Commerce
Exchange, LLC. ("E-Commerce").  E-Commerce is engaged in the business
of providing credit card services to on-line and conventional
businesses.  The Company's oral strategic alliance with E-Commerce
Exchange will allow the Company's students a means of providing secure
credit card transactions on their Web Sites.  The Company receives
compensation from E-Commerce Exchange based upon a set schedule which
compensation varies on a case-by-case basis when the student or
customer signs up.  The compensation varies depending upon the student
or customer's credit rating and the type of services purchased from E-
Commerce.  E-Commerce offers its services directly to the Company's
students on site at the same location the training takes place.

     The Company, through its wholly owned subsidiary corporation,
Whitney Internet Services, Inc., has entered into a written agreement
with Powersites Network, Inc. to provide the Company's students with
on-line store front web-sites to small and medium size businesses. The
fee for one web-site is $19.95 per month.  The Company will receive
compensation equal to or greater than 50% of all monthly service fees
charged by Powersites.  The agreement with Powersites replaces the
agreement the Company previously had with Internet Development Inc.

Certification

     The Company is accredited by the state of Texas as a Certified
Proprietary School.  No other state has accredited the Company in any
manner and there is no assurance that the Company will ever be
accredited by any other state for any reason.

Subsidiary Corporations

     The Company conducts its business through the following wholly
owned subsidiary corporations: Whitney Education Group, Inc. (formerly,
Win Systems, Inc.); Whitney Internet Services, Inc.; Russ Whitney's
Wealth Education Centers, Inc. and its wholly owned subsidiary
corporation, Russ Whitney's Wealth Education Center of Jackson, MS,
Inc.;  Whitney Consulting Services, Inc.; 1311448 Ontario, Inc.;
Whitney Canada, Inc.; and, Wealth Intelligence Network, Inc.

Wealth Centers

     The Company intends to create Russ Whitney's Wealth Education
Centers which will be store front schools which will offer all the
Company's current products and services. Future curricula will include
computer training and courses; and, continuing and professional
education for professionals.  The Company intends to joint venture the
Wealth Centers with local entrepreneurs.  As of the date hereof, the
Company has not opened any Wealth Centers and there is no assurance
that any Wealth Centers will be opened in the future.  Further the
Company has not entered into any agreements with any local
entrepreneurs.


Year 2000

     The Year 2000 issue is the result of computer programs written
using two digits rather than four to define the applicable year. As a
result, date-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions of operations,
including among others, temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

     The Company has reviewed its information and non-information
systems and they are Year 2000 compliant.  The Company has consulted
with third party vendors and they have advised it that they are Year
2000 compliant.  In the event, however, that any of the vendors are not
Year 2000 compliant, the Company believes that an interruption of the
third party vendor's services may adversely affect the Company until
such time as the vendor's services are restored.  The cost to bring the
Company's information and non-information systems into Year 2000
compliance was nominal.  The Company has not established any
contingency plans in the event it or its vendors' services are
interrupted by a failure of Year 2000 compliance.

     The Company has reviewed its current software and made all
necessary adjustments to bring the software into compliance with the
Year 2000 issue.  In the future, the planned acquisitions of software
will most likely involve hardware and software which is relatively new
and therefore management does not anticipate that it will incur
significant operating expenses or be required to invest heavily in
computer systems improvements to be Year 2000 compliant. As the Company
makes arrangements with significant hardware and software suppliers,
the Company intends to determine the extent to which the Company's
systems may be vulnerable should those third parties fail to address
and correct their own Year 2000 issues and take measures to reduce the
Company's exposure, such as, finding alternative suppliers or requiring
the suppliers to correct Year 2000 compliance issues prior to the
Company acquiring the product.  The Company anticipates that this will
be an ongoing process as the Company begins to implement its marketing
plan through 1999. There can be no assurances that the systems of
suppliers or other companies on which the Company may rely on will be
converted in a timely manner and will not have a materially adverse
effect on the Company's systems. Additionally there can be no
assurances that the computer systems necessary to maintain the
viability of the Internet will be Year 2000 compliant. The Company
believes that it is taking the steps necessary regarding Year 2000
compliance issues with respect to matters within its control. However,
no assurance can be given that the Company's systems will be made Year
2000 compliant  in a timely manner or that the Year 2000 problem will
not have a material adverse effect on the Company's business, financial
condition and results of operations.

     As of February 18, 2000, the Company has not experienced any
adverse effects, either financially or operationally, from any of the
Year 2000 compliance issues concerning the Company's products, internal
systems and/or from any of its suppliers.  Further, the Company does
not anticipate any problems or latent material risks in the future.

Trademarks and Copyrights

     The Company has licenses to sell and distribute all of its
products.  It is currently seeking trademark protection on certain
names and marks. The Company entered into confidential agreements with
all technical employees and consultants and with third parties in
connection with the Company's license agreements. Despite these
precautions, it may be possible for a third party to copy or otherwise
obtain proprietary information without authorization.  Third parties
may also develop similar technology independent of the Company.

Competition

     The Company is involved in highly competitive business.  There are
several other entities which manufacture, publish and conduct training
programs, many of which are much larger companies possessing
substantially greater financial resources and facilities than the
Company.  However, said corporations are not using the same marketing
and distribution channels for their products as is the Company.  The
Company believes that the principal competitive factors in its
marketing are: (1) brand recognition; (2) a broad selection of products
and services; (3) comprehensive courses and in-depth curricula; (4)
quality and responsiveness of customer service; and, (5) ease of use of
the Company's products.

     The Company is currently enhancing its advertising and marketing
to keep its name prominent among those providing similar services.  The
Company is developing new courses and new markets for its existing
courses.

     The Company believes that its responsiveness to its student's
needs has created customer satisfaction.  The foregoing is reflected in
information solicited from the Company's students at the conclusion of
the Company's training sessions.

Company's Office

     The Company's headquarters are located 4818 Coronado Parkway, Cape
Coral, Florida 33904 and the telephone number is (941) 542-8999.

Employees

     The Company employs eighty-one (81) full time employees and one
(1) part-time employee.


RISK FACTORS

     1.  Development and Market Acceptance of Products.  The Company's
success and growth will depend upon the Company's ability to market its
existing products and services, of which there is no assurance.  See
"Business -  Real Estate Programs."

     2.  Liquidity; Need for Additional Financing.  The Company
believes that it has the cash it needs for at least the next twelve
months based upon its internally prepared budget.  The Company's cash
requirements, however, are not easily predictable and there is a
possibility that its budget estimates will prove to be inaccurate.  If
the Company is unable to generate a positive cash flow before its cash
is depleted, it will be required to curtail operations substantially,
seek additional capital.  There is no assurance that the Company will
be able to obtain additional capital if required, or if capital is
available, to obtain it on terms favorable to the Company.  The Company
may suffer from a lack of liquidity in the future which could impair
its short-term marketing and sales efforts and adversely affect its
results of operations.  See "Management's Discussion and Analysis or
Plan of Operation."

     3.  Competition. Most of the Company's competitors have
substantially greater financial, technical and marketing resources than
the Company.  In addition, the Company's products compete indirectly
with numerous other products.  As the market for the Company's products
expand, the Company expects that additional competition will emerge and
that existing competitors may commit more resources to those markets.
See "Business - Competition."

     4.  Reliance Upon Directors and Officers.  The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its Officer and Directors, Russell A. Whitney, Chief Executive Officer
and Chairman of the Board of Directors; Richard W. Brevoort, President
and a member of the Board of Directors; and  Ronald S. Simon,
Secretary/Treasurer and a member of the Board of Directors, who
exercise control over the day to day affairs of the Company.  See
"Business" and "Management."

     5.  Issuance of Additional Shares. 17,500,000 shares of Common
Stock or 70% of the 25,000,000 authorized shares of Common Stock of the
Company are unissued.  The Board of Directors has the power to issue
such shares, subject to shareholder approval, in some instances.
Although the Company presently has no commitments, contracts or
intentions to issue any additional shares to other persons, other than
in the exercise of options and warrants, the Company may in the future
attempt to issue shares to acquire products, equipment or properties,
or for other corporate purposes.  Any additional issuance by the
Company, from its authorized but unissued shares, would have the effect
of diluting the interest of existing shareholders.  See "Description of
Securities."

     6.  Indemnification of Officers and Directors for Securities
Liabilities.  The Company's Articles of Incorporation provide that the
Company will indemnify any Director, Officer, agent and/or employee as
to those liabilities and on those terms and conditions as are specified
in The Company Act of the State of Colorado. Further, the Company may
purchase and maintain insurance on behalf of any such persons whether
or not the corporation would have the power to indemnify such person
against the liability insured against.  The foregoing could result in
substantial expenditures by the Company and prevent any recovery from
such Officers, Directors, agents and employees for losses incurred by
the Company as a result of their actions.  Further, the Company has
been advised that in the opinion of the Securities and Exchange
Commission, indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore,
unenforceable.

     7.  Cumulative Voting, Preemptive Rights and Control.  There are
no preemptive rights in connection with the Company's Common Stock.
Shareholders may be further diluted in their percentage ownership of
the Company in the event additional shares are issued by the Company in
the future.  Cumulative voting in the election of Directors is not
provided for.  Accordingly, the holders of a majority of the shares of
Common Stock, present in person or by proxy, will be able to elect all
of the Company's Board of Directors.  See "Description of Securities."

     8.  No Dividends Anticipated.  At the present time the Company
does not anticipate paying dividends, cash or otherwise, on its Common
Stock in the foreseeable future.  Future dividends will depend on
earnings, if any, of the Company, its financial requirements and other
factors.  See "Dividend Policy."


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto.

Overview

     On August 18, 1998, Gimmel Enterprises, Inc., a shell company
listed on the NASD OTC Bulletin Board acquired all of the outstanding
shares of Whitney Education Group, Inc. (formerly Win Systems, Inc.).
Prior to this Gimmel Enterprises, Inc. had no operations and its
activities consisted of efforts to establish a new business. Gimmel
Enterprises, Inc. changed its name to Whitney Information Network, Inc
(the "Company"). Whitney Education Group, Inc. was a privately held
company formed in 1992. For financial and reporting purposes the
acquisition has been treated as a recapitalization of the Company with
the Company as the acquirer (a reverse merger). The historical
financial statements prior to August 19, 1998 are those of Whitney
Education Group, Inc.

     The Company is a provider of education in the areas of real
estate, finance, Internet and other post secondary career related
training, Its learning solutions are designed to deploy and manage
knowledge practically and more effectively for use as a competitive
advantage. The Company has accomplished its position in the market and
growth through its innovative distribution channels, including
classroom education, one-on-one mentoring, group instruction, training
centers and Internet marketing.

Six Months and Quarter Ended June 30, 1999

     The significant fluctuations in the Balance Sheet and the
Income Statement are primarily the result of increased business.  Sales
for the six months have increased primarily due to increased seminar
activity and increased marketing efforts.  The increase in credit sales
this year to date has resulted in increased accounts receivable for the
six months ended June 30, 1998.  Substantially larger sales of
intensified training camps result in a substantially greater deferred
revenues.

     The intensified training camps sold at seminar prior to the
balance sheet date may not be attended by the student for 90-360 days
thereafter.  The Company does not consider the revenue earned until the
intensified training is completed.  The Company has shown these
unearned revenues on the balance sheet as "Deferred Educational
Revenues."  In conjunction with the deferred revenues, only certain
expenses associated with selling and marking the intensified training
camps are also deferred, specifically commissions directly related
to the deferred revenues.

     Current liabilities have increased as a direct result of increased
sales.  Income taxes currently payable and deferred have increased as
a result of increased profits form operations and from the change from
the cash basis of accounting to the accrual basis for tax purposes.

Revenue

     Revenue decreased by 3.5% from $5,833,306 to $5,631,788 for the
three months ended June 30, 1999 as compared to the three months ended
June 30, 1998. However, gross revenue before deferrals increased by
$2,283,611 over the comparable prior years quarter as follows:


                                   Second Quarter Second Quarter
                                       1999           1998
Gross Revenues                     $  7,719,932   $ 5,436,321
Less: Amounts Deferred
in the second quarter              $ (2,088,144)  $   396,985
                                   ------------   -----------
Net Revenues                       $  5,631,788   $ 5,833,306
                                   ============   ===========


     Revenues for the six months ended June 30, 1999 increased to
$10,286,320 as compared with $8,178,965 for the six months ended June
30, 1998 an increase of $2,107,355 or 26%. Total deferred revenues on
the balance sheet were $8,357,501 and $842,304 at June 30, 1999 and
1998, respectively. Cost of sales increased to $2,139,434 in the three
months ended June 30, 1999 from $1,886,438 in the three months ended
June 30,1998. Total cost of sales increased to $4,340,090 in the six
months ended June 30, 1998 from $2,865,029 in the six months ended
June 30, 1998.

     Total Advertising, Selling and General and Administrative expenses
increased in the 2nd quarter of 1999 to $4,609,763 from $3,865,300 in
the 2nd quarter of 1998 and increased from $5,052,951 for the six
months ended June 30, 1998 to $7,443,067 for the six months ended
June 30, 1999. This change in total expenses represents a greater
number of period costs incurred in the first six months of 1999 where
certain marketing strategies were being tested and refined. The results
of these tests and refinements will materialize in the future periods.
Thus, expenses did not increase proportionately with sales due to the
increased expenditures in the first half of the year and the increased
deferred revenue in 1999.

     Sales and marketing expenses consist primarily of TV and newspaper
advertising, direct mailings, travel, public relations, trade shows and
other marketing literature and overhead allocations.  General and
administrative expenses consist mainly of salaries and other
personnel-related expenses for the Company's administrative, executive
and finance personnel as well as outside legal and audit costs.

     The Company sustained net losses of $1,117,409 in the 2nd quarter
of 1999 as compared to profits of $81,568 the prior 2nd quarter of 1998
or $-.15 a share as compared with $.01 a share for the comparable
quarter last year.  Six months net loss was $1,496,837 for the period
ended June 30, 1999 as compared to a net income of $230,085 for the
period ended June 30, 1998, a decrease of $1,726,922.  This resulted
in net loss of $-.20 per share for the six months ended June 30, 1999
as compared with earnings per share of $.03 for the six months ended
June 30, 1998.

Previous Press Release

     In a previous press release the Company predicted it would earn
$100 million in revenues by 2001.  The Company has reevaluated it
projected growth rate based upon its increases in sales from $5.5
million in 1997 to $13.7 million in 1998, to approximately $22 million
in 1999.  Although the Company has experienced sales increases of
approximately 250% from 1997 to 1998 and 160% from 1998 to 1999, it
does not expect to reach the $100 million level by 2001 as previously
reported.  The Company will not now predict year 2001 sales although it
expects continued strong sales growth in the future.  A press release
reflecting the foregoing has been issued by the Company.

Liquidity and, Working Capital

     At June 30, 1999 the company had cash of $1,512,456 as compared
with $578,013 at June 30, 1998. This increase of $934,442 is
attributable solely to operations.

     At the present time, the Company believes that it has
sufficient working capital to meet its growth plans during the next
twelve months.  The opening expenses of the Wealth Centers are $50,000
per center.  The Company's share of the foregoing expenses is $25,000
with the remaining expenses of $25,000 being borne by the Company's
joint venture partner.

     The Internet division functionally will use the same systems,
procedures and operations that the real estate training division
currently uses.  All internal personnel and systems are in place.  The
only additional capital required will be for advertising.  The funds
for advertising will be derived from working capital.  After
approximately two to three weeks, the funds for advertising will be
derived from revenues generated from the Internet operations.

     The Company believes that its cash flow from operations will be
sufficient to meet its working capital needs for the next twelve
months.

Years Ended December 31, 1997 and December 31, 1998

     Revenues for the year ended December 31, 1998 increased to
$12,760,208 as compared with $5,558,280 for the year ended December 31,
1997 an increase of $7,201,928 or 130%. Total deferred revenues on the
balance sheet were $3,958,244 and $239,000 at December 31, 1998 and
1997, respectively.  Cost of sales increased to $4,682,850 in the year
ended December 31, 1998 from $1,910,300 in the year ended December 31,
1997.

     Total Advertising, Selling and General and Administrative expenses
increased in the year ended December 31, 1998 to $11,315,665 from
$3,637,716 as compared with 1997.  These substantial increases in
revenues and expenses in 1998 over 1997 reflect a general increase in
business and reflect the results of the company's plan to expand its
business into new markets and develop new products.

     Sales and marketing expenses consist primarily of TV and newspaper
advertising, direct mailings, travel, public relations, trade shows and
other marketing literature and overhead allocations.  General and
administrative expenses consist mainly of salaries and other person
personnel-related expenses for the Company's administrative, executive
and finance personnel as well as outside legal and audit costs.

     The net loss $2,238,307 for the year ended December 31, 1998 (or
$-.30 per share) was caused mainly by incurring advertising and other
marketing expenses in the current year relating to revenues that were
deferred to future periods.  Net income for the year ended
December 31, 1997 was $10,264 or $.01 a share

     At December 31, 1998 the company had cash of $370,571 as compared
with $30,036 at December 31, 1997. This increase of $340,535 is
attributable primarily to operations. The company anticipates that its
cash flow from operations will be sufficient to meet its needs in the
next 12 months.

     In addition, the company from time to time evaluates potential
acquisitions of business, products and/or technologies that complement
the company's business. To the extent that resources are insufficient
to fund the company's activities, the company may need to raise
additional funds. There can be no assurance that such additional
funding, if needed, will be available. If adequate funds are not
available on acceptable terms, the company may be unable to expand its
business, develop or enhance its products and services, take advantage
of future opportunities or respond to competitive pressures, any of
which could have a material adverse effect on the Company's business,
operating results and financial condition.

     The Company does not anticipate a problem in funding its "Wealth
Centers" (Storefront adult education facilities located in upscale
strip malls), as the up front costs are minimal and its Joint Venture
Partners will pay half of the star-up costs.

Fluctuations in Quarterly Operating Results

     The Company's quarterly operating results have varied in the past
and are expected to vary in the future as a result of a variety of
factors, some of which are outside the Company's control. Factors that
may adversely affect the Company's quarterly operating results include
the demand for tech technology-based training in general and demand for
online learning solutions in particular: the size and timing of
educational sessions and registrations, the mix of revenue from
products and services, the mix of products sold, market acceptance,
etc.

 Year 2000 Compliance

     As of February 18, 2000, the Company has not experienced any
adverse effects, either financially or operationally, from any of the
Year 2000 compliance issues concerning the Company's products, internal
systems and/or from any of its suppliers.  Further, the Company does
not anticipate any problems or latent material risks in the future.


ITEM 3.  DESCRIPTION OF PROPERTIES.

     The Company has leases office space from Russ Whitney, Chief
Executive Officer and Chairman of the Board of Directors, pursuant to
the terms of a three year lease which commenced on September 1, 1999
and terminates on October 31, 2002 with a monthly rental payment of
$5,805.34.  Russ Whitney is the President of the Company and a member
of its Board of Directors.  The terms of the lease are no less
favorable as can be obtained from independent third parties.

     Prior to filing its registration statement herein, the Company
owned an inventory of undeveloped residential lots that it intended
to sell as part of its business.  After obtaining title to the lots
and initiating sales, the Company determined that the paperwork and
licensing requirements were burdensome for the disposition thereof.
The Company sold all of the lots and currently does not own any of the
lots.

     Russ Whitney's Wealth Education Center of Jackson, MS, Inc. a
wholly owned subsidiary corporation of Russ Whitney's Wealth Education
Centers, Inc. leases 3000 square feet of office space from Brown
Lakeland Properties/Charles Brown at 110 Jones Lane, Flowood,
Mississippi pursuant to a written lease agreement.  The term of the
lease is November 1, 1999 to October 31, 2002.  The monthly rental is
$3,550.00.

     Whitney Consulting Services, Inc. leases 3,678 square feet of
office space from Draper Business Park L.C. at Suite 200, Building 5,
12227 South Business Park Drive, Draper, Utah pursuant to a written
lease agreement.  The term of the lease is from August 8, 1999 to May
14, 2001.  The monthly rental is $3,233.58 per month.  Whitney
Consulting Services, Inc. leases an additional 3,475 square feet of
office space from Draper Business Park, L.L.C. at Building #5, Draper
Business Park, 12227 South Business Park Drive, Draper, Utah pursuant
to a written lease agreement.  The term of the lease is from September
27, 1999 to September 26, 2001.  The monthly rental is $2,968.23 the
first year and $3,113.02 the second year.


ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each director individually and
all officers and directors of the Company as a group.  Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.

Name and                Number of                           Percent of
address of owner         Shares       Position                 Class

Russell A. Whitney      6,480,000     Chief Executive Officer  86.40%
4818 Coronado Parkway                 and Chairman of the
Cape Coral, Florida                   Board of Directors
33904

Richard W. Brevoort       146,500[1]  President and a           1.95%
4500 S.E. Fifth Place                 member of the Board of
#206                                  Directors
Cape Coral, Florida
33904

Ronald S. Simon            34,000[2]  Secretary/Treasurer       0.45%
1402 Beechwood Trail                  and a member of the
Fort Myers, Florida                   Board of Directors
33919

All officers and        6,660,500                              88.52%
directors as a
group (3 persons)


[1]  Does not include warrant to purchase up to 68,000 shares of common
     stock at an exercise price of $4.00 per share which expires on
     August 21, 2003.

[2]  Does not include warrant to purchase up to 68,000 shares of common
     stock at an exercise price of $4.00 per shares which expires on
     August 21, 1999.



ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The officers and directors of the Company are as follows:

Name                     Age       Position

Russell A. Whitney       43        Chief Executive Officer and
                                   Chairman of the Board of Directors

Richard W. Brevoort      62        President and a member of the Board
                                   of Directors

Ronald S. Simon          56        Secretary/Treasurer, Chief
                                   Financial Officer, and a member of
                                   the Board of Directors


     Each director serves for a term of three years and one-third of
the directors are elected at the annual meeting of shareholders. The
Company's officers are appointed by the Board of Directors and hold
office at the discretion of the Board.

Russell A. Whitney - Chief Executive Officer and Chairman of the Board
of Directors

     Mr. Whitney was a founder and has been the Chief Executive Officer
and Chairman of the Board of Directors of the Company and its
predecessor, since 1987. Since 1992, Mr. Whitney has been Chief
Executive Officer of Whitney Education Group, Inc. (formerly Win
Systems, Inc.) which is engaged in the business of education and
training.  Since October 1998, Mr. Whitney has been the President and
a member of the Board of Directors of 1311448 Ontario, Inc.  1311448
Ontario is in the business of education and training. Since October
1998, Mr. Whitney has been the President and a member of the Board of
Directors of Whitney Canada, Inc. Whitney Canada is in the business of
education and training. Since February 1999, Mr. Whitney has been the
President and a member of the Board of Directors of Wealth Intelligence
Network, Inc.  Wealth Intelligence Network is in the business of
education and training.  Since June 1999, Mr. Whitney has been the
President and a member of the Board of Directors of Whitney Internet
Services, Inc. Whitney Internet Services is in the business of
providing Internet services, education and training.  Since June 1999,
Mr. Whitney has been the President and a member of the Board of
Directors of Whitney Consulting Services, Inc.  Whitney Consulting is
in the business of providing telemarketing services.  Since June 1999,
Mr. Whitney has been the President and a member of the Board of
Directors of Russ Whitney's Wealth Education Centers, Inc.  Russ
Whitney's Wealth Education Centers are in the business of education and
training.  Since June 1999, Mr. Whitney has been the President and a
member of the Board of Directors of Russ Whitney's Wealth Education
Centers of Jackson, Mississippi, Inc.  Since March 1991, Mr. Whitney
has been Chief Executive Officer of Whitney Leadership Group, Inc., a
Florida corporation located in Cape Coral, Florida, engaged in the
business of publishing and marketing. Since February 1995, Mr. Whitney
has been President of RAW, Inc., a Florida corporation engaged in the
business of buying, selling and investing in real estate which is
located in Cape Coral, Florida,  Since August 1993, Mr. Whitney has
been Vice President of Precision Software Services, Inc., a Florida
corporation located in Cape Coral, Florida, which is engaged in the
business of developing and licensing software primarily for the real
estate and small business industries.  Since March 1992, Mr. Whitney
has been President of MRS Equity Corp., a Florida corporation located
in Cape Coral, Florida, which is engaged in the business of selling
mortgage related products and services.  Since November 1996, Mr.
Whitney has been affiliated with Teamwork Communications, Inc., a
company that provides sales and marketing services located in Cape
Coral, Florida.

Richard W. Brevoort - President and a member of the Board of Directors.

     Since August 1998, Mr. Brevoort has been a member of the Board of
Directors of the Company and spends substantially full-time on Company
matters.  Mr. Brevoort became the President of Whitney Education Group,
Inc. (formerly, Win Systems, Inc.) in February 1997, and President of
the Company in August 1998.  From January 1984 to February 1991, Mr.
Brevoort was the President of the Hudson Agency, a marketing company
based in New York City. From September 1970 to October 1975, Mr.

Brevoort was a Deputy Finance Administrator and Commissioner of Tax
Collection.  From June 1969 to August 1970,  Mr. Brevoort was an
Assistant Administrator of Economic Development.    From August 1968 to
March 1969, Mr. Brevoort was a Deputy Commissioner of Commerce.  From
March 1966 to November 1966, Mr. Brevoort was a Director of Weights and
Measures for the City of New York.  From November 1975 to December
1983, Mr. Brevoort was the Chief of Staff for the Democratic Party in
the New York State Senate. From 1982 to 1987, Mr. Brevoort was a member
of the Board of Directors of the New York City Convention Center. From
1996 to 1997, Mr. Brevoort was an Instructional Supervisor of the
Trace Program at Bronx Community College.    From 1968 to 1969, Mr.
Brevoort was a member of an Advisory Committee for the New York City
Superintendent of Schools.  Mr. Brevoort has been included in the 1996
Who's Who in America and 1996 Who's Who in the World.

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

     Since August 1998, Mr. Simon was been the Secretary/Treasurer,
Chief Financial Officer, and a member of the Board of Directors of the
Company and spends such time that is necessary on Company matters.
Since August 1998, Mr. Simon has been the Secretary/Treasurer and a
member of the Board of Directors of Whitney Education Group, Inc.
(formerly, Win Systems, Inc.).  Whitney Education Group is in the
business of education and training. Since August 1998, Mr. Simon has
been the Secretary/Treasurer and a member of the Board of Directors of
Wealth Intelligence Network, Inc. Wealth Intelligence Network is in the
business of education and training.  Since June 1999, Mr. Simon has
been the Secretary/Treasurer and a member of the Board of Directors of
Whitney Consulting Group, Inc.  Whitney Consulting Group is in the
business of telemarketing. From October 1995 to January 1999, Mr. Simon
was the President of On Line Services USA, Inc., an Internet service
provider and web site design company.  Since 1971, Mr. Simon has been
Certified Public Accountant in the states of Florida and Illinois.
Since 1993, Mr. Simon has had his real estate license in the state of
Florida.  Since 1996, Mr. Simon has had his insurance license in the
state of Florida.  Mr. Simon graduated from the University of Illinois
with Bachelor of Science degree in accounting.


ITEM 6.   EXECUTIVE COMPENSATION.

Summary Compensation.

     The following table sets forth the compensation paid by the
Company during the last three years, for each officer and director of
the Company.  This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain
other compensation, if any.

SUMMARY COMPENSATION TABLE
(a)        (b)   (c)     (d)    (e)    (f)      (g)        (h)  (i)
                                Other  Re-      Securities
Name and                        Annual stricted Underlying LTIP All
                                       Stock    Other
Principal                      Compen-          Options/   Pay- Compen-
Position    Year Salary  Bonus sation  Award(s) SARs       outs sation
                 ($)     ($)   ($)     ($)      (#)        ($)  ($)

Russell     1998 $52,000  0     0      0         0         0    $52,000
 Whitney    1997 $39,365  0     0      0         0         0    $39,365
CEO         1996     -0-  0     0      0         0         0        -0-

Richard     1998 $30,281  0     0      0         0         0    $30,281
 Brevoort   1997 $32,224  0     0      0         0         0    $32,224
President   1996 $19,480  0     0      0         0         0    $19,480

Ronald      1998 $ 5,927  0     0      0         0         0    $ 5,927
 Simon      1997     -0-  0     0      0         0         0        -0-
CFO         1996     -0-  0     0      0         0         0        -0-


     The Company anticipates paying the following salaries in 1999,
subject to the Company beginning profitable operations and generating
sufficient revenues to pay the same:

Russell Whitney     CEO                 1999           $ 75,000
Richard Brevoort    President           1999           $ 40,000
Ronald Simon        CFO                 1999           $ 36,000

     There are no retirement, pension, or profit sharing plans for the
benefit of the Company's officers and directors.  The Company has
adopted a Non-Qualified Incentive Stock Option Plan and the Company
supplies health insurance to its officers, directors and employees.

     The following grants of stock options, whether or not in tandem
with stock appreciation rights ("SARs") and freestanding SARs have been
made to officers and/or directors:

Number of
                              Securities
                  Number of   Underlying
                  Securities  Options/SARs
                  Underlying  Granted      Exercise No. of
                  Options     During Last  or Base  Options   Expira-
                  SARs        12 Months[1] Price    Exercised tion Date
Name              Granted                  ($/Sh)

Richard Brevoort  100,000       75,000     $1.875    -0-     09/01/2008
Ronald Simon      150,000      125,000     $1.875    -0-     09/01/2008

Long-Term Incentive Plan Awards.

     The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance.

Compensation of Directors.

     Directors do not receive any compensation for serving as members
of the Board of Directors.  The Board has not implemented a plan to
award options to any Directors.  There are no contractual arrangements
with any member of the Board of Directors.

ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On August 18, 1998, the Company acquired all (100 shares) of the
issued and outstanding shares of common stock of Win Systems, Inc. in
exchange for 6,750,000 shares, 187,500 Class A Warrants, and 340,000
Class B Warrants.  97.5% of the shares of Win Systems, Inc. were owned
by Russell Whitney, the current Chief Executive Officer and Chairman of
the Board of Directors of the Company and the remaining shares were
owned by other key personnel.

     The Company has leased office space from Russ Whitney, its Chief
Executive Officer and a member of the Board of Directors pursuant to
the terms of a three year lease which commenced on September 1, 1999
and terminates on October 31, 2002 with a monthly rental payment of
$5,805.34.  Russ Whitney is the Chief Executive Officer of the Company
and Chairman of its Board of Directors.  The terms of the lease are no
less favorable as can be obtained from independent third parties.

     The Company is indebted to Russ Whitney, the Company's Chief
Executive Officer and Chairman of the Board of Directors in the sum of
$19,979 for cash advances.

     The Company has advanced to Precision Software Services, Inc. and
MRS Equity Corp., the amount of $528.00 and $8.00, respectively. The
aforementioned corporations are owned and controlled by Russ Whitney.

     In addition, the Company has receivables from Whitney Leadership
Group, Inc. in the amount of $94,417 for sales of products and from
Teamwork Communication, Inc. in the amount of $20,000 in the form of a
short-term loan.  The aforementioned corporations are controlled by
Russ Whitney.

     MRS Equity Corp. provides products and services for the Company
and the Company provides MRS Equity Corp. with payroll services.  MRS
Equity is a wholly owned subsidiary corporation of Equity Corp.
Holdings which is owned and controlled by Russell Whitney, the
Company's Chief Executive Officer and Chairman of the Board of
Directors.

     Precision Software Services, Inc. develops and licenses software
to the Company.  Russell Whitney, the Company's Chief Executive Officer
and Chairman of the Board of Directors owns controlling interest in
Precision Software Services, Inc.

     The Company provides payroll services to Whitney Leadership Group,
Inc. and in the past, Whitney Leadership Group, Inc. has lent money to
the Company.  Russell Whitney, the Company's Chief Executive Officer
and Chairman of the Board of Directors President and Chief Operating
Officer of Whitney Leadership Group.

     In January 1997, RAW, Inc. a corporation owned and controlled by
Russell Whitney, the Company's Chief Executive Officer and Chairman of
the Board of Directors, sold to the Company a portion of its inventory
consisting of vacant land.

          The amount of purchased products (software books, tapes, and
supplies) from affiliates is as follows:

          MRS Equity Corp.                        $148,350
          Precision Software Services, Inc.       $180,123

          The payroll service amounts are as follows:

          MRS Equity Corp.                        $ 51,747
          Precision Software Services, Inc.       $ 22,367
          Whitney Leadership Group, Inc.          $ 46,747

     The terms of all of the transactions between related parties were
no less favorable than could be obtained from independent third
parties.


ITEM 8.   LEGAL PROCEEDINGS.

     The Company is not a party defendant in any pending or threatened
litigation and to its knowledge, no action, suit or proceedings has
been threatened against its officers and its directors.


ITEM 9.   MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

     The Company's shares are traded on the Bulletin Board operated by
the National Association of Securities Dealers, Inc. (the "Bulletin
Board") under the trading symbol "RUSS."  The Company's shares began
trading in August 1998. These quotations reflected inter-dealer prices,
without retail mark-up, mark-down or commissions and may not represent
actual transactions.  Summary trading by quarter for the 1998 and 1997
fiscal years and the first and second quarter of 1999 are as follows:

          Fiscal Quarter              High Bid         Low Bid

          1999
               Second Quarter           $ 2.00         $ 1.87
               First Quarter            $ 2.00         $ 1.75

          1998
               Fourth Quarter           $ 2.50         $ 2.00
               Third Quarter            $ 3.50         $ 3.00
               Second Quarter           $ 0.00         $ 0.00
               First Quarter            $ 0.00         $ 0.00

          1997
               Fourth Quarter           $ 0.00         $ 0.00
               Third Quarter            $ 0.00         $ 0.00


          The source for the foregoing high and low bid information was
Michael Kirby a registered representative of Spencer Edwards, Inc. a
market maker in the Company's common stock.

     As of July 26, 1999, the Company has 195 holders of record of its
Common Stock.

     The Company has not paid any dividends since its inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.

ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES.

     The Company has 7,524,022 shares of Common Stock issued and
outstanding as of July 26, 1999.  Of the 7,524,022 shares of the
Company's Common Stock outstanding, 750,022 shares are freely tradeable
and 6,770,000 shares can only be resold in compliance with Reg. 144
adopted under the Securities Act of 1933 (the "Act").

     In general, under Rule 144 as currently in effect, a person (or
persons whose Shares are aggregated) who has beneficially owned Shares
privately acquired directly or indirectly from the Company or from an
affiliate, for at least one year, or who is an affiliate, is entitled
to sell within any three month period a number of such Shares that does
not exceed the greater of 1% of the then outstanding shares of the
Company's Common Stock or the average weekly trading volume in the
Company's Common Stock during the four calendar weeks, immediately
preceding such sale.  Sales under Rule 144 are also subject to certain
manner of sale provisions, notice requirements and the availability of
current public information about the Company.  A person (or persons
whose Shares are aggregated) who is not deemed to have been an
affiliate at any time during the 90 day preceding a sale, and who has
beneficially owned Restricted Shares for at least two years, is
entitled to sell all such Shares under Rule 144 without regard to the
volume limitations, current public information requirements, manner of
sale provisions or notice requirements.

     In 1996, the Company issued 976,200 shares of common stock to its
officers, directors and others pursuant to Reg. 504 of the Securities
Act of 1933.

     On or about August 18, 1998, the Company reverse split its shares
of common stock on a 1 for 1.3016 basis.

     On or about August 18, 1998, the Company issued 93,750 Class A
Warrants to Earnest Mathis, Jr. in consideration of $100.00 and 93,750
Class A Warrants to Gary Agron in consideration of $100.00.  Messrs.
Mathis and Agron are former directors of the Company.  The Class A
Warrants were issued pursuant to Section 4(2) of the Securities Act of
1933 (the "Act") and are deemed "restricted" securities as that term is
defined in Reg. 144 of the Act.  As of the date hereof, Messrs. Mathis
and Agron have not exercised any of the foregoing Class A Warrants.
For a description of the Class A Warrants, see "Description of
Securities."

     On August 18, 1998, the Company acquired all of the issued and
outstanding shares of common stock of Win Systems, Inc., a corporation
controlled by Russell Whitney, the Company's Chief Executive Officer
and Chairman of the Board of Directors in consideration of 6,750,000
shares of the Company's common stock and 340,000 Class B Warrant
entitling the holders thereof to acquire an addition 340,000 shares of
the Company's common stock at an exercise price of $4.00 per share up
to August 18, 2002.   The shares of common stock and warrants were
issued pursuant to Section 4(2) of the Securities Act of 1933.  For a
description of the Class B Warrants, see "Description of Securities."

     On February 1, 1999, the Company issued 20,000 "restricted" shares
to James Francis in exchange for the stock of Wealth Intelligence
Network, Inc. which is now a subsidiary of Whitney Information Network,
Inc.  Also on May 31, 1999 and again on June 30, 1999, the Company
issued 2,000 "restricted" shares (4,000 total) to Visibility
Consulting, Inc., a financial public relations firm, for services.  The
issuances of the foregoing shares were exempt from registration under
the Securities Act of 1933 pursuant to Section 4(2) of the Act.


ITEM 11.  DESCRIPTION OF SECURITIES.

Common Stock

     The authorized Common Stock of the Company consists of 25,000,000
shares, $0.001 par value per share.  All shares have equal voting
rights, are non-assessable and have one vote per share.  Voting rights
are not cumulative and, therefore, the holders of more than 50% of the
Common Stock could, if they choose to do so, elect all of the directors
of the Company.

     Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock.  The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares.  The shares of Common Stock presently
outstanding are fully paid and non-assessable.

Dividends

     Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore.  No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.

Warrants

     There are currently outstanding, 187,500 Class A Warrants and
340,000 Class B Warrants.

     The Class A Warrants are exercisable at anytime prior to the
expiration of two (2) years from the date the Class A Warrants are
first registered with the Securities and Exchange Commission (the
"SEC").  As of the date hereof, the Class A Warrants have not been
registered with the SEC. Each Class A Warrant entitles the warrant
holder to purchase one additional share of common stock at an exercise
price of $4.00 per share.  The Class A Warrants may not be exercised by
the holder thereof unless a current registration statement covering the
shares underlying the Class A Warrants is effective with the SEC.  The
exercise price of the Class A Warrants is subject to adjustment upon
the occurrence of certain events and the Company may reduce the
exercise price of the Class A Warrants, subject to notifying the
warrant holder of such adjustment.  The Class A Warrants are subject to
the terms and conditions of a Warrant Agreement between the Company and
Corporate Stock Transfer.  The foregoing is a brief summary of the
material conditions of said Warrant Agreement and is qualified by the
terms of the Warrant Agreement.

The Class B Warrants are exercisable at anytime prior to the
expiration of four (4) years from the date the Class B Warrants are
first registered with the SEC. As of the date hereof, the Class B
Warrants have not been registered with the SEC.  Each Class B Warrant
entitles the warrant holder to purchase one additional share of common
stock at an exercise price of $4.00 per share.  The Class B Warrants
may not be exercised by the holder thereof unless a current
registration statement covering the shares underlying the Class B
Warrants is effective with the SEC.  The exercise price of the Class B
Warrants is subject to adjustment upon the occurrence of certain events
and the Company may reduce the exercise price of the Class B Warrants,
subject to notifying the warrant holder of such adjustment.  The Class
B Warrants are subject to the terms and conditions of a Warrant
Agreement between the Company and Corporate Stock Transfer.  The
foregoing is a brief summary of the material conditions of said Warrant
Agreement and is qualified by the terms of the Warrant Agreement.

Transfer and Warrant Agent

     The Company's transfer and warrant agent is Corporate Stock
Transfer, Republic Plaza, 370 17th Street, Suite 2350, Denver Colorado
80202-46147 and its telephone number is (303) 595-3300.


ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The laws of the state of Colorado under certain circumstances
provide for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities.  A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.

     In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful.  Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.

     The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action.  In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.


ITEM 13.  FINANCIAL STATEMENTS.


     Financial Statements begin on following page.









       20




































                          LARRY LEGEL, CPA
                  5100 NORTH FEDERAL HIGHWAY, #409
                    FORT LAUDERDALE, FL 33308
                           (954) 493-8900

                    INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of the
WHITNEY INFORMATION NETWORK, INC.
Cape Coral, FL

I have audited the accompanying consolidated balance sheet of Whitney
Information Network, Inc. as of December 31, 1998 and 1997, and the
related statements of consolidated operations, changes in consolidated
stockholders' equity and consolidated cash flows for the years ended
December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these consolidated financial statements based on
my audits.

I have conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for
my opinion.

In my opinion, the consolidated financial statements referred to above
present fairly, the financial position of Whitney Information Network,
Inc. as of December 31, 1998 and 1997, and the results of its
consolidated operations and its consolidated cash flows for the years
then ended, in conformity with generally accepted accounting principles
consistently applied.

                                   LARRY LEGEL

                                   /s/ Larry Legel
                                   Certified Public Accountant




January 19, 2001
Fort Lauderdale, Florida



                                F-1
        21














WHITNEY INFORMATION NETWORK, INC.
Consolidated Balance Sheet
At December 31, 1998  and 1997

ASSETS                                     1998           1997

Current Assets:
Cash                                    $   370,571    $   30,036
Accounts Receivable                     $   980,263    $   78,116
Notes Receivable                        $    10,558    $   25,537
Prepaid Advertising and Other           $   141,448    $  179,688
Due From Affiliates                     $   117,322
Land for Resale                         $    12,336    $   79,961
Deferred Production Costs               $     -
Deferred Seminar Costs                  $   676,899    $   66,000
Miscellaneous Receivable                $    17,831    $    8,226
                                        -----------    ----------
Total Current Assets                    $ 2,327,228    $  467,564
                                        -----------    ----------
Total Assets                            $ 2,327,228    $  467,564
                                        ===========    ==========
         LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES
Current Liabilities
Accounts Payable                        $   564,708    $   84,107
Income Taxes Currently Payable          $      -
Loans From Affiliates                   $    12,428    $  171,437
Deferred Educational Revenues           $ 3,958,244    $  239,000
Other Accrued Liabilities               $    62,948    $    5,813
                                        -----------    ----------
Total Current Liabilities               $ 4,598,328    $  500,357
                                        -----------    ----------
Other Liabilities and Deferred Credits
Deferred Income Taxes                   $      -
Loans from Shareholder                  $    64,979    $   64,979
                                        -----------    ----------
Total Other Liabilities                 $    64,979    $   64,979
                                        -----------    ----------
Total Liabilities                       $ 4,663,307    $  565,336
                                        -----------    ----------
SHAREHOLDERS' EQUITY
Common Stock (no par value stock,
 7,500,047 shares issued and
 outstanding)                           $     2,602    $    2,602
Paid In Capital                         $       900    $      900
Retained Earnings (Deficit)             $(2,339,581)   $ (101,274)
                                        -----------    ----------
Total Shareholders' Equity              $ 2,336,079    $  (97,772)
                                        -----------    ----------
Total Liabilities and
 Shareholders' Equity                   $ 2,327,228    $  467,564
                                        ===========    ==========

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

                                F-1

       22









WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Operations
For the Years Ended December 31, 1998 and 1997


                                       1998           1997

Sales                              $ 13,760,208   $ 5,558,280

Cost of Sales                      $  4,682,850   $ 1,910,300
                                   ------------   -----------
Gross Profit                       $  9,077,358   $ 3,647,980
                                   ------------   -----------
Expenses
Advertising and Sales Expense      $  8,773,036   $ 2,769,896
General and Administrative Expense $  2,542,629   $   867,820
                                   ------------   -----------
                                   $ 11,315,665   $ 3,637,716
                                   ------------   -----------
Income (Loss) Before Taxes         $ (2,238,307)  $    10,264

 Income Taxes (see note)           $     -
                                   ------------   -----------
NET INCOME (LOSS)                  $ (2,338,307)  $    10,264

Retained Earnings (Deficit),
 beginning of year                 $   (101,274)  $  (111,538)
                                   ------------   -----------
Retained Earnings (Deficit),
   end of year                     $ (2,339,581)  $  (101,274)
                                   ============   ===========

Basic and Fully Diluted
 Earnings (Loss) Per Share**       $      (0.30)  $      0.01
                                   ============   ===========

**Adjusted for Reverse Split


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

                                F-3


       23























WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Cash Flows
For the Years Ended December 31, 1998 and 1997




                                            1998           1997

CASH FLOWS FROM OPERATING ACTIVITIES
 Net earnings from operations           $ (2,238,307)  $   10,264
 Changes in operating assets and liabilities
 Increase in Accounts Receivable        $   (902,148)  $  (78,116)
 Increase in Deferred Production Costs  $      -       $  (25,537)
 Decrease in Notes Receivable           $     14,979
 (Increase) Decrease in Prepaids
  and other assets                      $    110,306   $ (179,688)
 Increase in Other Receivables          $     (9,405)  $   (8,326)
 Increase in Deferred Expenses          $    480,601   $  (66,000)
 Increase in Accounts Payable           $   (610,899)  $   84,107
 Increase in Deferred Income            $  3,719,244   $  239,000
 Increase in Income Tax Payable         $      -
 Increase in Other Liabilities          $     55,097   $    4,095
                                        ------------   ----------
 Net cash flow from operations          $    619,468   $  (20,201)
                                        ------------   ----------

CASH USED IN INVESTING ACTIVITIES
Purchase of Real Estate for Resale                     $  (79,961)
Loans made to Affiliates                $   (117,973)
                                        ------------   ----------
Net cash used in investing activities   $   (117,973)  $  (79,961)
                                        ------------   ----------
CASH USED IN FINANCING ACTIVITIES
Issuance of Common Stock                $     (2,602)
Loans from affiliates                                  $  128,358
Net Repayments of Loans by Affiliates   $   (158,358)  $   (5,644)
                                        ------------   ----------
Net cash used in financing activities   $   (160,960)  $  122,714
                                        ------------   ----------
Increase in cash                        $    340,535   $   22,552

Cash at beginning of year               $     30,036   $    7,484
                                        ------------   ----------
Cash at end of year                     $    370,571   $   30,036
                                        ============   ==========



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



                                F-4
       24











WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 1998 and 1997



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

Balance
 December 31, 1996      976,200 $2,602         $    (2,500) $       102
Net loss for 1997                              $       (64) $       (64)
Balance
 December 31, 1997      976,200 $2,602         $    (2,564) $        38
Reverse Split          (226,153)
Acquisition of
 Win Systems, Inc.    6,750,000         $ 900  $   (98,710) $   (97,810)
Net income (loss) for
 the period ended
 December 31, 1998                             $(2,238,307) $(2,238,307)
                      ---------  ------- -----  ----------- -----------
Balance, (deficit)
 December 31, 1998    7,500,047 $2,602  $ 900  $(2,339,581) $(2,336,079)
                      ========= ======  =====  ===========  ===========
Weighted Average Number
 of Shares Outstanding
 During the Period    7,500,047 **
                      =========


**   Assumes the merger took place at the beginning of the period




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


                              F-5


       25























                 WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


SIGNIFICANT ACCOUNTING POLICIES

General

WHITNEY INFORMATION NETWORK, INC. (formerly Win Systems International,
Inc.) was incorporated under the laws of the State of Colorado and
began operations in the Educational Seminar industry on August 18, 1998
when it merged with Win Systems, Inc.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates
and assumptions that affect 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 expenses during the reporting period.  Actual results could differ
from those estimates.

Fair Value of Financial Statements

The Company's financial instruments consist principally of cash,
accounts receivable and notes receivable, deferred seminar costs,
accounts payable, accrued expenses, deferred educational revenues, and
notes payable.  The carrying amounts of such financial instruments as
reflected in the balance sheets approximate their estimated fair value
as of December 31, 1998.  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. and its wholly owned subsidiaries,
Win Systems, Inc, Whitney Canada, Ltd. and 1311448 Ontario Corp.   All
significant intercompany accounts and transactions have been
eliminated.

Revenue Recognition

Revenue from product sales is recognized at the time the sale is made.
Revenue from educational seminars is recorded (1) when the non
refundable deposit is received for the seminars and the seminar has
taken place (2) when it is reasonably certain that the balance of the
option to purchase additional educational programs will be exercised
and paid and the seminar has taken place and (3) revenues are deferred
when the seminar proceeds are received in full in the current period
and the seminar takes place in a subsequent period.  See liability for
Deferred Revenues on the balance sheet in the amount of $3,958,244.

                              F6




      26





                  WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


Deferred Expenses for Future Educational Programs

The Company expends large sums of money to produce the deferred
revenues.  To the extent that a portion of these expenditures relate
directly to commissions incurred in creating the deferred revenues,
these costs are shown on the balance sheet as Deferred Seminar Costs
in the amount of $676,899 and $66,000 at December 31, 1998 and 1997,
respectively.

Property and Equipment

The Company owned no property or equipment at the balance sheet dates.
However; it did own some land for resale at December 31, 1998, which it
plans to sell to an affiliate in 1999 (at the same price it purchased
the land from the affiliate at the beginning of 1997). See related
party transactions.

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 and Notes Receivable

Notes Receivable represent one-year notes at various interest rates
received on sales of real estate.  The accounts receivable are trade
receivables arising from the sale of educational products and
seminars.  The company believes the allowance for doubtful accounts
is sufficient to cover any uncollectible amounts as of December 31,
1998.

Land for Resale

The land held for resale on the balance sheet is recorded at cost and
is reasonably expected to be sold or exchanged during the succeeding
year.

                                F7

      27
















                 WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


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 also requires a reconciliation of the
numerator and denominator of the basic EPS computation to the
numerator and denominator of the diluted EPS computation.

Acquisitions and Mergers

On August 18, 1998,. WHITNEY INFORMATION NETWORK, INC. (formerly Win
Systems International, Inc. and prior to that Gimmel Enterprises,
Inc.) purchased Win Systems, Inc. by exchanging 100% of its shares
for 90% of Gimmel's shares bringing the total shares of WHITNEY
INFORMATION NETWORK, INC. (issued and outstanding) at August 18, 1998
to 7,500,047.  Win Systems, Inc. became a wholly owned subsidiary of
Whitney Information Network, Inc. (WIN). The financial statements
from January 1, 1997 through December 31, 1998 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.

Also on August 18, 1998, WIN issued 187,500 Class A stock purchase
warrants and 340,000 Class B stock purchase warrants.  Both the Class
A and Class B warrants are exercisable at $4.00 per share.   The Class
A warrants and the Class B warrants are exercisable 2 years and 4 years
respectively after the underlying stock is registered.  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 750,000 shares
for the stock option plan of which 385,000 option shares have been
granted (at an exercise price of $2.00 per share) to the balance sheet
date. None have been exercised or expired to date.

Related Party Transactions

The Company has rented its premises since 1992 from the Chairman of the
Board and pays rent on annual leases.  Rentals under the related party
lease were $37,657 $17,025 for the years ended 31, 1998 and 1997,
respectively. The company leases approximately 8,200 square feet
presently.  Its space requirements doubled in 1998. 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 $44,202 for 1999.

                               F-8

       28









                 WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

At December 31,1997 and December 31, 1998 the related party receivables
and payables on the balance sheet were as follows:


                                             12/31/97  12/31/98

PAYABLES:
LONG-TERM
Loans Payable to the Chairman of the Board   $  64,979 $ 64,979

SHORT-TERM
Accounts Payable to Precision
 Software Services, Inc.                     $  21,466 $    -0-
Amounts due to Whitney
 Leadership Group, Inc.                      $  97,938 $    -0-
Amounts Due to RAW, Inc.                     $  37,552 $  1,220
Amounts Due to MRS Equity Corp,              $  14,481 $ 11,208
                                             --------- --------
                                             $ 171,437 $ 12,428
                                             ========= ========

Receivables:
Due from Whitney Leadership Group                 $  89,754
Due form MRS Equity Corp                          $   1,073
Due from Precision Software Services, Inc.        $   6,495
Due from Teamwork Communications, Inc.            $  20,000
                                                  ---------

                                                  $ 117,322
                                                  =========


The Company has receivables from Whitney Leadership Group in the amount
of $89,754;  Precision Software Services, Inc. in the amount of $6,495;
MRS Equity Corp. in the amount of $1,073 and Teamwork Communications,
Inc. in the amount of $20,000 shown on the balance sheet as Due from
Affiliates at December 31, 1998.

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. provides payroll services
to MRS Equity Corp in the amount of $115,583 for 1997 and $100,272 for
1998.   MRS Equity Corp. provided WHITNEY INFORMATION NETWORK, INC.
with $43,212 and $216,500 for product costs for 1997 and 1998
respectively.  MRS Equity Corp. is a 100 percent subsidiary of Equity
Corp. Holdings, Inc. of which the Chairman of the Board of WHITNEY
INFORMATION NETWORK, INC. owns a controlling interest.

                                F-9

       29












                 WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


Precision Software Services, Inc. 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 Precision
Software Services, Inc.  During 1997 and 1998 the Company provided
WHITNEY INFORMATION NETWORK, INC. $115,791 and  $67,925 in product
cost, respectively.  WHITNEY INFORMATION NETWORK, INC. provides payroll
services to Precision Software Services, Inc in the amount of $30,704
for 1997 and $44,135 for 1998.

WHITNEY INFORMATION NETWORK, INC. provides payroll services to Whitney
Leadership Group, Inc. in the amount of $123,051 for 1997 and $133,928
for 1998.  Whitney Leadership Group, Inc. also loaned WHITNEY
INFORMATION NETWORK, INC. $50,000 in 1997 and provided office and other
services to WHITNEY INFORMATION NETWORK, INC. amounting to $123,489 for
1998.   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.  It was felt that WIN SYSTEMS, INC. could enhance its
operations if it could also provide the same services that RAW, Inc.
did.   RAW, Inc. on January 1, 1997 sold Win Systems, Inc a portion of
its inventory of real estate on hand at that date for $70,077.
Repayments on this loan were $68,857 through December 31, 1998 leaving
a balance of $1,220 at that date. During 1997 RAW, Inc. sold real
estate valued at $94,075 to WIN SYSTEMS, INC.   Management decided in
late 1997 to discontinue this practice in WIN SYSTEMS, INC. as this
practice detracted WIN SYSTEMS, INC. from its primary focus of
education and training.

In 1998, the company's outside accountant became the Chief Financial
Officer of the company and a shareholder of the company.  In the year
ended December 31, 1997 the company paid $ 5,000 in accounting fees to
its now Chief Financial Officer and $19,052 for 1998.

Those items above that are reasonably expected to be collected within
one year are shown as short term and those, which are not expected to
be collected during the next twelve months, are shown as long-term.

Income Taxes

The Company will pay no income tax due to its current operating losses
which it will carry forward in the approximate amount of $2,300,000
to offset income in future periods.

                                F-10
       30













                 WHITNEY INFORMATION NETWORK, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997



INDEBTEDNESS

There were no short or long-term borrowings from unrelated third
parties for 1997 and the year ended December 31, 1998. The interest
expense was $-0- for 1997 and 1998 to date. (See Related Party
Transactions).   The Company was indebted to its Chairman for short
term non-interest bearing advances in the amount of $64,979 at both
December 31,1997 and December 31, 1998.

COMMITMENTS AND CONTINGENCIES

The company carries liability insurance coverage, which it considers
sufficient to meet regulatory and consumer requirements and to protect
the company's 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 company has recognized no impact of the Year 2000 on the processing
of date-sensitive information by the Company's computerized information
systems.  The year 2000 problem is the result of computer programs
being written using two digits (rather than four) to define the
applicable year.  Any of the Company's programs that have time-
sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000, which could result in miscalculations or
system failures.  Costs of addressing the Y2K problem have been
minimal.  However, if the Company's vendors are unable to resolve such
issues in a timely manner, it could result in a financial risk.   The
Company or the Company's vendors have not experienced any problems as
a result of the Year 2000 to date.

Subsequent Events

At a meeting on May 26, 1999, the Company, with the consent of the
Board of Directors, the shareholders voted unanimously voted in favor
of changing the name of the Company from Win Systems International,
Inc. to WHITNEY INFORMATION NETWORK, INC.

At a meeting with the Company and the SEC in late November 2000, the
Company agreed to change its method of accounting to recognize
advertising and substantially all other related expenses that gave rise
to the deferred revenues as period costs.  Therefore, the Company has
restated its financial statements to reflect this change.


                                F-11
       31












WHITNEY INFORMATION NETWORK, INC.

Consolidated Balance Sheet
At June 30, 1999  and 1998

                                    Restated       Restated
ASSETS                                1999           1998
Current Assets:
Cash                               $  1,512,455   $   578,013
Accounts Receivable                $  1,730,688   $   588,122
Notes Receivable                                  $    29,687
Prepaid Advertising and Other      $    531,949   $   300,605
Income Tax Receivable              $    313,132
Due From Affiliates                $    114,015
Land for Resale                    $     12,336   $    15,596
Deferred Seminar Costs             $  1,160,653   $   232,000
Miscellaneous Receivable           $     58,008   $    25,271
                                   ------------   -----------
     Total Current Assets          $  5,433,236   $ 1,769,294
                                   ------------   -----------
Property and Equipment, net of
   depreciation of $7,659 in 1999  $    127,444   $        -
                                   ------------   -----------
Other Assets
 Contract Rights
  (net of amortization)            $     49,500   $        -
                                   ------------   -----------
Total Assets                       $  5,610,180   $ 1,769,294
                                   ============   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts Payable                   $    666,667   $   471,746
Income Taxes Currently Payable     $              $    30,000
Loans From Affiliates                             $   192,616
Deferred Educational Revenues      $  8,357,501   $   842,304
Other Accrued Liabilities          $    341,199   $    35,264
                                   ------------   -----------
Total Current Liabilities          $  9,365,367   $ 1,571,930
                                   ------------   -----------
Other Liabilities
Loans from Shareholder             $     19,979   $    64,979
                                   ------------   -----------
Total Other Liabilities            $     19,979   $    64,979
                                   ------------   -----------
Total Liabilities                  $  9,385,346   $ 1,636,909
                                   ------------   -----------
SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock (no par value stock,
 25,000,000 shares authorized
  7,500,047 shares issued and
  outstanding)                     $     60,352   $       100
Paid In Capital                    $        900   $       900
Retained Earnings (Deficit)        $ (3,836,418)  $   131,375
                                   ------------   -----------
Total Shareholders'
   Equity (Deficit)                $ (3,775,166)  $   132,375
                                   ------------   -----------
Total Liabilities and
 Shareholders' Equity              $  5,610,180   $ 1,769,284
                                   ============   ===========

  The accompanying notes are an integral part of the consolidated
                       financial statements.
                                 1
       32



WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Operations
For the Six Months Ended June 30, 1999 and 1998

                                     Restated       Restated
                                       1999           1998

Sales                              $ 10,286,320   $ 8,178,965

Cost of Sales                      $  4,340,090   $ 2,865,929
                                   ------------   -----------
Gross Profit                       $  5,946,230   $ 5,313,036
                                   ------------   -----------
Expenses
Advertising and Sales Expense      $  5,441,028   $ 3,375,358
General and Administrative Expense $  2,002,042   $ 1,677,593
                                   ------------   -----------
                                   $  7,443,067   $ 5,052,951
                                   ------------   -----------
Income (Loss) Before Taxes         $ (1,496,837)  $   260,085

 Income Taxes (see note)           $              $   (30,000)
                                   ------------   -----------
NET INCOME (LOSS)                  $ (1,496,837)  $   230,085

Retained Earnings (Deficit),
 beginning of period               $ (2,339,581)  $   (98,710)
                                   ------------   -----------
Retained Earnings (Deficit),
  end of period                    $ (3,836,418)  $   131,375
                                   ============   ============
Basic and Fully Diluted
 Earnings (Loss) Per Share**       $      -0.20   $      0.03
                                   ============   ===========
Weighted average number of shares
 outstanding during the period.       7,513,859     7,500,047
                                   ============   ===========

Prior periods have been restated to reflect
the merger as if it took place at the beginning
of the period.




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

                                 2

       33
















WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 1999 and 1998

					   Restated     Restated
                                        1999         1998

CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) from operations  (1,496,837)  $  272,086
 Add back Depreciation and
  Amortization                     $      8,476
                                   ------------   ----------
                                   $ (1,488,361)  $  272,086
Changes in operating assets and liabilities
Increase in Accounts Receivable    $   (750,425)  $ (510,006)
Increase in Deferred
 Production Costs                                 $ (285,000)
Decrease in Notes Receivable       $     10,558   $   (4,150)
(Increase) Decrease in Prepaids
 and other assets                  $   (436,633)  $ (120,917)
Increase in Other Receivables      $    (40,137)  $  (16,945)
Increase in Deferred Expenses      $   (483,754)  $ (166,000
Increase in Deferred Income        $  4,399,257   $  888,304
Increase in Accounts Payable
 and Other Liabilities             $    308,038   $  447,090
                                   ------------   ----------
Net cash flow from operations      $  1,323,675   $  462,462
                                   ------------   ----------
CASH USED IN INVESTING ACTIVITIES
Purchase of Property and Equipment $   (135,103)
Real Estate Sold                                  $   64,375
Acquisition of Contract Rights     $    (50,317)
Loans made to Affiliates           $      3,307   $   21,178
                                   ------------   ----------
Net cash used in
 investing activities              $   (182,113)  $   85,553
                                   ------------   ----------
CASH USED IN FINANCING ACTIVITIES
Issuance of Common Stock           $     57,750
Loans from affiliates              $    (57,428)
                                   ------------   ----------
Net cash used in
 financing activities              $        322   $       -
                                   ------------   ----------
Increase in cash                   $  1,141,884   $  548,015
cash at beginning of year          $    370,571   $   29,998
                                   ------------   ----------
Cash at end of year                $  1,512,455   $  578,013
                                   ============   ==========


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

                                  3

       34









WHITNEY INFORMATION NETWORK, INC.
Consolidated Statement of Changes in Stockholders' Equity
For the Six Months Ended June 30, 1999 and 1998


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

Balance
 December 31, 1996    976,200 $ 2,602          $    (2,500) $       102

Net loss for 1997                              $       (64) $       (64)
                    --------- -------  -----   -----------  -----------
Balance
 December 31, 1997    976,200 $ 2,602          $    (2,564) $        38

Reverse Split        (226,153)

Merger with Win
 Systems, Inc.      6,750,000          $ 900   $   (98,710) $   (97,810)

Net income (loss) for
 the period ended
 December 31, 1998                             $(2,238,307) $(2,238,307)
                    --------- -------  -----   -----------  -----------
Balance (deficit),
 December 31, 1998  7,500,047 $ 2,602  $ 900   $(2,339,581) $(2,336,079)

Issuance of Shares
 for Acquisitions      20,000 $50,000                       $    50,000
Issuance of Shares
 for Services           4,000 $ 7,750                       $     7,750

Net income (loss) for
 the six months ended
 June 30, 1999                                 $(1,496,837) $(1,496,837)
                    --------- -------  -----   -----------  -----------
Balance (deficit),
 June 30, 1999      7,524,047 $60,352  $ 900   $(3,836,418) $(3,775,166)
                    ========= =======  =====   ===========  ===========








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

                                  4



       35










WHITNEY INFORMATION NETWORK, INC.
Comparative Consolidated Statement of Operations
For the Six Months and Three Months Ended June 30, 1999 and 1998

         		 Restated    Restated     Restated     Restated
                      Quarter      Quarter      Six Months   Six Months
                      Ended        Ended        Ended        Ended
                      June 30,     June 30,     June 30,     June 30,
                      1999         1998         1999         1998

Sales                 $ 5,631,788  $ 5,833,306  $10,286,320  $ 8,178,965

Cost of Sales         $ 2,139,434  $ 1,886,438  $ 4,340,090  $ 2,865,929
                      -----------  -----------  -----------  -----------
Gross Profit          $ 3,492,354  $ 3,946,868  $ 5,946,230  $ 5,313,036
                      -----------  -----------  -----------  -----------
Expenses
Advertising and
 Sales Expense        $ 3,645,311  $ 2,871,179  $ 5,441,025  $ 3,375,358
General and Administrative
 Expense              $   964,452  $   994,121  $ 2,002,042  $ 1,677,593
                      -----------  -----------  -----------  -----------
                      $ 4,609,763  $ 3,865,300  $ 7,443,067  $ 5,052,951
                      -----------  -----------  -----------  -----------
Income (Loss) Before
  Taxes               $(1,117,409) $    81,568  $(1,496,837) $   260,085
Income Taxes
 (see note)           $            $            $            $   (30,000)
                      -----------  -----------  -----------  -----------
NET INCOME (LOSS)     $(1,117,409) $    81,568  $(1,496,837) $   230,085

Retained Earnings (deficit),
 beginning of Period  $(2,719,119) $    49,807  $(2,339,581) $   (98,710)
                      -----------  -----------  -----------  -----------
Retained Earnings (deficit),
 end of Period        $(3,836,418) $   131,375  $(3,836,418) $   131,375
                      ===========  ===========  ===========  ===========
Basic and Fully Diluted
 Earnings (Loss)
 Per Share**          $     (0.15) $      0.01  $     (0.22) $      0.04
                      ===========  ===========  ===========  ===========

Weighted average number of
 shares outstanding during
 the period.            7,513,859    7,500,047    7,510,398    7,500,047
                      ===========  ===========  ===========  ===========


Prior periods have been restated to reflect
the merger as if it took place at the beginning
of the period.



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

                                  5
     36










                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

SIGNIFICANT ACCOUNTING POLICIES

General

WHITNEY INFORMATION NETWORK, INC. (formerly Win Systems International,
Inc.) was incorporated under the laws of the State of Colorado and
began operations in the Educational Seminar industry on August 18, 1998
when it merged with Win Systems, Inc.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates
and assumptions that affect 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 expenses during the reporting period.  Actual results
could differ from those estimates.

Fair Value of Financial Statements

The Company's financial instruments consist principally of cash,
accounts receivable and notes receivable, deferred seminar costs,
accounts payable, accrued expenses, deferred educational revenues, and
notes payable.  The carrying amounts of such financial instruments as
reflected in the balance sheets approximate their estimated fair value
as of December 31, 1998.  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. and its wholly owned subsidiaries,
Whitney Education Group, Inc. (formerly Win Systems, Inc,) Whitney
Canada, Ltd. and 1311448 Ontario Corp and Wealth Intelligence Network,
Inc., Whitney Consulting Services, Russ Whitney's Wealth Centers, Inc.
and Whitney Consulting, Inc.   All significant inter-company accounts
and transactions have been eliminated.

Revenue Recognition

Revenue from product sales is recognized at the time the sale is made.
Revenue from educational seminars is recorded (1) when the non
refundable deposit is received for the seminars and the seminar has
taken place (2) when it is reasonably certain that the balance of the
option to purchase additional educational programs will be exercised
and paid and the seminar has taken place and (3) revenues are deferred
when the seminar proceeds are received in full in the current period
and the seminar takes place in a subsequent period.  See Deferred
Revenues on the balance sheet in the amount of $8.657,501 at
June 30, 1999 and $842,304 at June 30, 1998.

                                  6

       37



                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


Deferred Expenses for Future Educational Programs

The Company incurs large sums of money to produce the deferred
revenues.  To the extent that a portion of these expenditures relate
directly to commissions incurred in creating the deferred revenues
these costs are shown on the balance sheet as Deferred Seminar Costs
in the amount of $1,160,653 and  $351,000 at June 30, 1999 and at
June 30, 1998, respectively.

Property and Equipment

Property and equipment are carried at cost. Depreciation is 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

Also; the Company owned land for resale at June 30, 1999, which it plans
to sell to an affiliate in the second half of 1999 (at the same price it
purchased the land from the affiliate at the beginning of 1997). See
related party transactions.

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 and Notes Receivable

Notes Receivable represent one-year notes at various interest rates
received on sales of real estate.  The accounts receivable are trade
receivables arising from the sale of educational products and seminars.
The company believes the allowance for doubtful accounts is sufficient
to cover any uncollectible amounts as of December 31, 1998.

Land for Resale

The land held for resale on the balance sheet is recorded at cost and is
reasonably expected to be sold or exchanged during the succeeding year.


                                  7

       38











                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


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 also requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.

Merger With Win Systems, Inc.

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 whereby Whitney Education Group, Inc. exchanged 100%
of its shares for 90% of Gimmel's 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. (WIN).  The financial
statements from January 1, 1997 through December 31, 1998 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.   Also on August 18, 1998, WIN issued 187,500
Class A stock purchase warrants and 340,000 Class B stock purchase
warrants.  Both the Class A and Class B warrants are exercisable at
$4.00 per share.

The Class A warrants and the Class B warrants are exercisable 2 years
and 4 years respectively after the underlying stock is registered.
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
750,000 shares for the stock option plan of which 415,000 option
shares have been granted (at an exercise price of approximately $2.00
per share) to the balance sheet date. None have been exercised or
expired to date.

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. The shares were valued at $2.50 each for a total purchase
price of $50.000.  Wealth Intelligence Network, Inc. publishes a monthly
financial newsletter and provides and promotes financial education and
training.  In addition, the Company issued 4,000 shares to a financial
public relations firm for financial public relations services in the
amount of $7,750 (2,000 on May 31, 1999 valued at $2.00 and 2,000 on
June 30, 1999 valued at $1.875 per share).




                                  8


       39



                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


Related Party Transactions

The Company has rented its 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 $22,100 and $13,233
for the six months ended June 30, 1999 and 1998, 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.

At June 30,1999 and June 30, 1998 the related party receivables and
payables on the balance sheet were as follows:

                                        June 30,      June 30,
                                         1998          1999

Payables:
Long-term
Loans Payable to the Chairman
 of the Board                           $  64,979      $ 19,979
                                        =========      ========
Short-Term
Accounts Payable to Precision
 Software Services, Inc.                $  21,466      $    -0-
Amounts due to Whitney
 Leadership Group, Inc.                 $ 119,117      $    -0-
Amounts Due to RAW, Inc.                $  37,552      $    -0-
Amounts Due to MRS Equity Corp.         $  14,481      $    -0-
                                        ---------      --------
                                        $ 192,616      $    -0-

Receivables:
Due from Whitney Leadership Group       $  94,417
Due form MRS Equity Corp                $     528
Due from Precision
 Software Services, Inc.                $       8
Due from Teamwork Communications, Inc.  $  20,000
                                        ---------

                                        $ 114,953
                                        =========

The Company has receivables from Whitney Leadership Group in the amount
of $94,917; Precision Software Services, Inc. in the amount of $8; MRS
Equity Corp. in the amount of $528 and Teamwork Communications, Inc. in
the amount of $20,000 shown on the balance sheet as Due from Affiliates
at December 31, 1999.

                                  9



       40









                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Related Party Transactions (continued):

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. provides payroll services to MRS
Equity Corp in the amount of $51,747 for the six months ended June 30,
1999 and $51,795 for the six months ended June 30,1998. MRS Equity Corp.
provided WHITNEY INFORMATION NETWORK, INC. with $148,350 and $89,600 for
product costs for the six months ending1999 and 1998 respectively.  MRS
Equity Corp. is a 100 percent subsidiary of Equity Corp. Holdings, Inc.
of which the Chairman of the Board of WHITNEY INFORMATION NETWORK, INC.
owns a controlling interest.

Precision Software Services, Inc. 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 Precision
Software Services, Inc.  During the first six months of 1999 and 1998,
the company provided WHITNEY INFORMATION NETWORK, INC. $180,123 and
$115,791 in product cost, respectively.  WHITNET INFORMATION NETWORK,
INC. provides payroll services to Precision Software Services, Inc.
in the amount of $22,367 for the six months ended June 30, 1999 and
$16,119 for six months ended June 30, 1998.

WHITNEY INFORMATION NETWORK, INC. provides payroll services to Whitney
Leadership Group, Inc. in the amount of $46,767 for 1999 and $75,071
for 1998.  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.  It was felt that the Company could enhance its operations if
it could also provide the same services that RAW, Inc. did.   RAW, Inc.
on January 1, 1997 sold WHITNEY INFORMATION NETWORK, INC., a portion of
its inventory of real estate on hand at that date, Management decided
in late 1997 to discontinue real estate purchases in WHITNEY
INFORMATION NETWORK, INC., as this practice detracted the Company from
its primary focus of education and training.

In 1998, the company's outside accountant became the Chief Financial
Officer of the company and a shareholder of the company.  In the year
ended December 31, 1998 the company paid $ 19,052 in accounting fees
to its now Chief Financial Officer and $-0- in 1999.

Those items above that are reasonably expected to be collected within
one year are shown as short term and those, which are not expected to
be collected during the next twelve months, are shown as long-term.




                                  10


       41




                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


Income Taxes

At June 30, 1999 the company had Federal net operating loss carry
forwards of approximately $4,000,000 that will be carried forward to
future periods to offset future income.

INDEBTEDNESS

There were no short or long-term borrowings from unrelated third
parties for the six months ended June 30, 1998 and 1999. The interest
expense was $-0- for the six months ended June 30, 1998 and 1999 to
date. (See Related Party Transactions).   The Company was indebted to
its Chairman for short-term non-interest bearing advances in the
amount of $64,979 at both June 30, 1998 and  $19,979 at June 30, 1999.

COMMITMENTS AND CONTINGENCIES

The company carries liability insurance coverage, which it considers
sufficient to meet regulatory and consumer requirements and to protect
the company's 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 company is currently working to resolve the potential impact of the
Year 2000 on the processing of date-sensitive information by the
Company's computerized information systems.  The year 2000 problem is
the result of computer programs being written using two digits (rather
than four) to define the applicable year.  Any of the Company's programs
that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000, which could result in
miscalculations or system failures.  Costs of addressing potential
problems are expensed as incurred and are not expected to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in future periods.  However, if the Company
or its vendors are unable to resolve such issues in a timely manner,
it could result in a financial risk.  Accordingly, the Company plans to
devote the necessary resources to resolve all significant Year 2000
issues in a timely manner.  While the Company does not at this time
anticipate significant problems with suppliers, it will develop
contingency plans, if required, with these third parties due to the
possibility of compliance issues.

The Company leases the following properties:  (1) Its headquarters
building in Cape Coral Florida at an annual rental of $69,664 for
approximately 8,700 square feet, (2) Its telemarketing facility in
Draper, Utah at an annual rental of $46,563 for 3,678 square feet
beginning August 8, 1999 and (3) a Wealth Center facility in Jackson,
MS for $42,600 per year for 3,000 square feet beginning September 1,
1999.  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 as follows:

                                  11

       42





                  WHITNEY INFORMATION NETWORK, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998


First year               $   133,795
Second Year              $   158,820
Third Year               $   120,020
Fourth Year              $    39,675

SUBSEQUENT EVENTS

At a meeting with the Company and the SEC in late November 2000, the
Company agreed to change its method of accounting to recognize
advertising and substantially all other related expenses that gave rise
to the deferred revenues as period costs.  Therefore, the Company has
restated its financial statements to reflect this change.


ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

     There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of this
Registration Statement.


ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  List of Financial Statements

     Independent Auditors' Report
     Balance Sheet
     Statement of Income
     Statement of Cash Flows
     Statement of Shareholders' Equity
     Notes to Financial Statements
     Quarterly Financial Statements for 6/30/99

b)   List of Exhibits.

Exhibit No.    Description

3.1*           Articles of Incorporation.

3.2*           Bylaws.

3.3*           Amended Articles of Incorporation

3.4*           Amended Articles of Incorporation

4.1*           Specimen Stock Certificate.

27.1*          Financial Data Schedule

99.1*          Class A Warrant Agreement

99.2*          Class B Warrant Agreement

99.3*          Non-Qualified Incentive Stock Option Plan

99.4*          Office Lease

* Previously filed.



                              SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                              Whitney Information Network, Inc.


                              BY: /s/ Richard Brevoort
                                  Richard Brevoort, President


     Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:

Signatures               Title                    Date


/s/ Russell A. Whitney
Russell A. Whitney       Chief Executive Officer  January 19, 2001
                         and Chairman of the Board
                         of Directors


/s/ Richard W. Brevoort
Richard W. Brevoort      President and a member   January 19, 2001
                         of the Board of Directors


/s/ Ronald S. Simon
Ronald S. Simon          Secretary, Treasurer,    January 19, 2001
                         Chief Financial Officer,
                         and a member of the Board
                         of Directors





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