WHITMAN EDUCATION GROUP INC, 10-K, 1996-06-28

WHITMAN EDUCATION GROUP INC
10-K, 1996-06-28
EDUCATIONAL SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 1996 COMMISSION FILE NUMBER 1-13722
WHITMAN EDUCATION GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE I.R.S. EMPLOYER IDENTIFICATION NUMBER
STATE OF NEW JERSEY 22-2246554

4400 BISCAYNE BOULEVARD, 6TH FLOOR
MIAMI, FLORIDA 33137
(305) 575-6534

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, NO PAR VALUE AMERICAN STOCK EXCHANGE

Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of May 31, 1996, there were 11,814,940 shares of Common Stock
outstanding (after giving effect to a two-for-one split of the Common Stock
effected as of May 13, 1996).

The aggregate market value of the voting stock held by non-affiliates of
the registrant on May 31, 1996 was approximately $57,500,000.

DOCUMENTS INCORPORATED BY REFERENCE: None
================================================================================

<PAGE>
WHITMAN EDUCATION GROUP, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 1996

TABLE OF CONTENTS

PAGE
----

PART I

Item 1. Business ..................................................... 3

Item 2. Properties ................................................... 13

Item 3. Legal proceedings ............................................ 14

Item 4. Submission of matters to a vote of security holders .......... 15

PART II

Item 5. Market for registrant's common equity and related stockholder
matters .................................................. 16

Item 6. Selected financial data ..................................... 17

Item 7. Management's discussion and analysis of financial condition
and results of operations ................................. 17

Item 8. Financial statements and supplementary data ................. 23

Item 9. Changes in and disagreements with accountants on accounting
and financial disclosure .................................. 23

PART III

Item 10. Directors and executive officers of the registrant .......... 24

Item 11. Executive compensation ...................................... 26

Item 12. Security ownership of certain beneficial owners and
management ............................................... 27

Item 13. Certain relationships and related transactions .............. 29

PART IV

Item 14. Exhibits, financial statement schedules, and reports on
Form 8-K ................................................. 31

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PART I

ITEM 1. BUSINESS

GENERAL

Whitman Education Group, Inc. ("Whitman" or the "Company") operates 21
career-oriented, degree and non-degree granting post-secondary schools in 12
states through its three wholly-owned subsidiaries: M.D.J.B., Inc., Sanford
Brown College, Inc., and Ultrasound Technical Services, Inc. At March 31,
1996, approximately 5,200 students were enrolled at Whitman schools.

M.D.J.B., Inc. ("MDJB") is the sole shareholder of Colorado Technical
University, Inc. which operates Colorado Technical University ("Colorado
Tech"). Colorado Tech is a regionally accredited degree granting institution
with one location in Colorado Springs, Colorado with approximately 1,600
students enrolled primarily in engineering, computer science and management
programs. Colorado Tech confers degrees at the associate's, bachelor's,
master's and doctorate levels with tuition rates ranging from approximately
$10,000 to approximately $24,000.

MDJB also operates Concept Communications, an advertising agency which
provides services to Colorado Tech and other clients not affiliated with
MDJB.

Sanford Brown College, Inc. operates Sanford-Brown College
("Sanford-Brown"), an associate degree granting institution providing
career-oriented healthcare and business education through its five schools
located in Missouri and Southern Illinois. Sanford-Brown also operates the
Sanford-Brown Institute (formerly an Ultrasound Diagnostic School) in Ohio
that provides programs in General Ultrasound and Cardiovascular Technology.
Approximately 1,650 students are enrolled in various Sanford-Brown programs
with tuition rates ranging from $11,000 to $16,000.

Ultrasound Technical Services, Inc. operates 14 Ultrasound Diagnostic
Schools in eight states for the training of medical diagnostic ultrasound
technologists. The Ultrasound Diagnostic Schools have also recently added
Cardiovascular Technology and Medical Assisting programs to their curriculum
offerings. Approximately 1,950 students are enrolled in the various
Ultrasound Diagnostic School programs with tuition rates ranging from
approximately $8,000 to $11,500.

The Company's executive offices are located at 4400 Biscayne Boulevard,
6th Floor, Miami, Florida 33137, and its telephone number is (305) 575-6534.

BUSINESS STRATEGY

Whitman intends to become a leading provider of higher education programs
for working adults and college-bound high school graduates. The Company
intends to achieve its strategic goal by developing growth plans that will
capitalize on the demographic and economic trends of the information age, as
well as the higher levels of education required by employers due to continued
advancements in technology. Key elements of the Company's business strategy
include the following:

/bullet/ Expansion of degree and program offerings at Colorado Tech,
Sanford-Brown and Ultrasound Diagnostic Schools by implementing
in each of those schools certain programs currently in place at
the other schools.

/bullet/ The establishment of new Colorado Tech campuses.

/bullet/ Expanding access to programs by implementing distance education
delivery systems as new technologies become cost effective.

/bullet/ Capitalizing on operating synergies between subsidiaries, such as
certain administrative and marketing functions that can be
centralized to leverage the organizational infrastructure and the
sharing of strengths from each subsidiary to all others.

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/bullet/ Growth through acquisition of higher degree granting institutions
providing education in the areas of technology, healthcare and
business, and other institutions with a concentration in distance
learning and corporate training.

Through the acquisitions of Colorado Tech and Sanford-Brown, the Company
has created the ability to broaden and deepen its own market with a stable
and more predictable working adult customer base. Management believes that
diversification and elevation of Colorado Tech's and Sanford-Brown's products
in the Company's 21 schools located in 12 states can enhance future revenues
and earnings. The Company began the process of elevating its product by
transferring one of the Ultrasound Diagnostic Schools (now the Sanford-Brown
Institute) to Sanford-Brown in March 1996. The Company believes that by
pursuing its business strategy it can become a leading provider of higher
education programs for working adults.

MARKETS

The postsecondary education industry is highly fragmented with no single
institution possessing a significant market share. According to United States
Department of Education statistics, the United States spends over $600
billion or 10% of GDP on pre-kindergarten through postgraduate education. Of
the total amount of education spending, approximately $200 billion is spent
on postsecondary education, with only a small percentage of this market being
provided by public companies. The Company believes that the demand for
greater participation in higher education by the proprietary sector will
increase significantly due to the current and future economic, demographic
and work place trends. Such trends indicate a continued increase in the
number of working adult students, an increase in the number of high school
graduates seeking college or specialized post-secondary education and an
increase in the skill levels required by employers due to continued
advancements in technology.

The Company's primary target market includes several groups of potential
students: working adults seeking career change or enhancement, recently
laid-off adults seeking re-entry into the workplace, recent high school
graduates, and corporations seeking to train their employees. Each of the
Company's operating subsidiaries primarily draws enrollment from a local
area, typically within a 30-mile radius of the campus. With the exception of
Colorado Tech, substantially all of the Company's schools are in markets
where the population exceeds one million people.

ACADEMIC PROGRAMS

Through its operating subsidiaries, Whitman offers a variety of programs
at the associates, bachelors, masters and doctorate levels as well as
numerous professional certificate programs for degree students who wish to
expand or enhance their knowledge in a specific field or to enter a field
quickly. Each of Whitman's schools has a separate advisory board made up of
professionals in career fields related to its program offerings. As a result,
each curriculum focuses on the practical needs of the industry, yet remains
flexible enough to respond quickly to changes in those needs.

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Whitman's educational programs currently include:

<TABLE>
<CAPTION>
COLORADO TECHNICAL UNIVERSITY SANFORD-BROWN COLLEGE ULTRASOUND DIAGNOSTIC SCHOOL
- ----------------------------- --------------------- ----------------------------
<S> <C> <C>
DOCTORATE PROGRAMS ASSOCIATE OF APPLIED PROFESSIONAL CERTIFICATE PROGRAMS
Computer Science SCIENCE DEGREE PROGRAMS Diagnostic Medical Ultrasound
Management Accounting/Business Management Non-Invasive Cardiovascular Technology
Computer Information Systems Medical Assistant
MASTER OF SCIENCE DEGREE PROGRAMS Network Administration
Computer Engineering Computer Multimedia
Computer Science Paralegal Studies
Electrical Engineering Office Administration
Travel and Hospitality Management
BACHELOR OF SCIENCE DEGREE PROGRAMS Medical Administrative Assistant
Business Management Physical Therapist Assistant
Computer Engineering Occupational Therapy Assistant
Computer Science Nursing
Electrical Engineering
Electronic Engineering Technology PROFESSIONAL CERTIFICATE PROGRAMS
Logistics Systems Management Intermediate Accounting
Management Information Systems Computer Applications
Systems Management Computer Programming
Network Administration
ASSOCIATES DEGREE PROGRAMS Legal Office Assistant
Electronics Technology Administrative Office Assistant
Travel and Hospitality Service
PROFESSIONAL CERTIFICATE PROGRAMS Medical Administrative Assistant
Advanced Programming Practical Nursing Program
C/C++ Programming General Ultrasound
Computer Design Non-Invasive Cardiovascular Technology
Computer Technology Contract Management
Digital Telecommunications
Logistics Systems Management
Object-Oriented Development
Professional Communication
Software Engineering, Total Quality
Management
Voice and Wireless Telecommunications
</TABLE>

OPERATING UNITS

COLORADO TECHNICAL UNIVERSITY

Whitman completed its acquisition of Colorado Tech in March 1996 (See
"Acquisition of Colorado Tech"). Colorado Tech was founded in Colorado in
1965. The mission of the University is to provide career-oriented education
by teaching applied, real-world, state-of-the-practice programs in selected
business and technical fields. Colorado Tech is accredited by the Commission
on Institutions of Higher Education of the North Central Association of
Colleges and Schools (NCA). Its Bachelor of Science degree program in
Electrical Engineering is also accredited by the Engineering Accreditation
Commission of the Accreditation Board for Engineering and Technology; and its
Bachelor of Science degree in Electronic Engineering Technology is accredited
by The Technology Accreditation Board Commission for Engineering and
Technology. Furthermore, its programs have been endorsed by organizations
including the International Society of Logistics Engineers (SOLE) and the
Logistics Education Foundation (LEF).

Student enrollment has grown from 1,432 at December 31, 1993 to 1,563 at
December 31, 1995. Over the same period, revenues and income from operations
have grown from $7.1 million to $8.9 million, and $224,000 to $567,000,
respectively. Colorado Tech is an adult-oriented commuter school. Over 70% of
Colorado Tech's students are working adults. Most students live in Colorado
Springs and nearby communities comprising a market of approximately 500,000
people. Many of Colorado Tech's students are already established in their
career fields and their educational goals focus on career advancement. To
support the lifestyle demands and time constraints of these students,
Colorado Tech

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provides day, evening and weekend classes, and a flexible approach to program
structuring. Class sizes are small, and professors share their knowledge and
experience in a highly personal atmosphere.

Colorado Tech's strategic objectives include expansion of branch campuses
into other markets in its region as well as expansion of program offerings
that target graduating high school students to increase its day-student
enrollment.

Tuition rates for Colorado Tech degree programs range from $10,560 for its
masters degree programs to $24,300 for its bachelor degree programs.

During the most recent year ended March 31, 1996, approximately 340
students graduated from Colorado Tech.

SANFORD-BROWN COLLEGE

On December 21, 1994, Whitman acquired Sanford-Brown (See "Acquisition of
Sanford-Brown College"). Founded shortly after the Civil War, Sanford-Brown
operates four schools in Missouri and one in Illinois organized into two main
campuses--Des Peres, Missouri and Granite City, Illinois. Sanford-Brown
offers associate's degree and professional certificate programs in healthcare
and business. Sanford-Brown also operates the Sanford-Brown Institute in
Cleveland, Ohio. The Sanford-Brown Institute was formerly an Ultrasound
Diagnostic School and was acquired by Sanford-Brown from Ultrasound Technical
Services, Inc. on March 14, 1996 and, like the Ultrasound Diagnostic Schools
described herein, offers healthcare courses in General Ultrasound and
Cardiovascular Technology.

Sanford-Brown's student enrollment has grown from 1,294 at March 31, 1994
to 1,659 at March 31, 1996. During the same period, on a pro forma basis,
revenues and income from operations have grown from $14.1 million to $16.3
million and $1.8 million to $2.1 million, respectively.

Sanford-Brown's practical nursing program is the largest in the State of
Missouri, enrolling approximately 350 students each year. Sanford-Brown's
associate degree nursing program enrolls approximately 290 students each
year. All of Sanford-Brown's nursing programs are fully accredited by the
Missouri State Board of Nursing. Upon completion of the nursing program, the
student is considered a graduate nurse and is eligible to apply to the
Missouri State Board of Nursing to take either the Licensed Practical Nurse
or Registered Nurse licensure examination. The Company plans to offer
Ultrasound Diagnostic School's General Ultrasound and Cardiovascular
Technology programs at the Sanford-Brown Des Peres, Missouri school; and
based on its evaluation of the market, may offer these programs at other
Sanford-Brown schools.

Sanford-Brown is accredited by the Accrediting Commission for Independent
Colleges and Schools, and is a candidate for accreditation by the North
Central Association ("NCA"). The NCA candidacy status will allow
Sanford-Brown to issue regionally accredited associate's degrees, giving a
student the ability to transfer credits earned at Sanford-Brown toward a
baccalaureate degree at many four year colleges. At present, there is only
one proprietary school in Missouri that is fully accredited by NCA.

Tuition rates for Sanford-Brown programs range from $10,965 for its legal
office assistant program to $16,320 for its physical therapy program.

During the most recent year ended March 31, 1996, approximately 1,058
students graduated from Sanford-Brown. The overall completion rate of
Sanford-Brown's students is approximately 77% and the completion rate of the
students in its healthcare programs exceeds 90%.

ULTRASOUND DIAGNOSTIC SCHOOL

Ultrasound Diagnostic School's General Ultrasound Program ("GUS") teaches
its students to become diagnostic medical sonographers. Management believes
that the Ultrasound Diagnostic School

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<PAGE>
teaches more students to become ultrasound technologists for the field of
diagnostic medical ultrasound than any other school in the United States.
Medical ultrasound employs harmless high frequency sound waves to form a picture
of the internal organs of the body. Diagnostic medical ultrasound is employed in
various medical specialties, including obstetrics, gynecology, cardiology,
internal medicine, oncology and ophthalmology. The general ultrasound program
consists of 645 hours of classroom and laboratory study and 560 hours of
clinical study at a healthcare facility. The tuition for the general ultrasound
program is $11,495.

At March 31, 1996, Ultrasound Diagnostic School consisted of 14 teaching
facilities: three in New York, three in Florida, two in Pennsylvania, two in
Texas and one each in Georgia, Maryland, Massachusetts and New Jersey. Of the
14 facilities, three began operations in fiscal 1993 and one began operations
in fiscal 1994. The fourteen facilities are organized into four main
campuses--Carle Place, N.Y., Elmsford, N.Y., New York City, N.Y. and Iselin,
N.J.

The Company believes that it can more effectively use Ultrasound
Diagnostic School's existing resources, increase revenues and generate
profits by expanding the healthcare programs offered by Ultrasound Diagnostic
School. As a result, primarily during fiscal 1996, Ultrasound Diagnostic
School added two major programs to its curriculum offerings: Cardiovascular
Technology and Medical Assisting.

The Cardiovascular Technology program provides concentrated study and
practical experience in non-invasive cardiac procedures such as EKG, stress
testing, Holter Monitor, echocardiography and vascular testing. The
Cardiovascular Technology program is comprised of 544 hours of classroom and
laboratory study and 480 hours of clinical training at a healthcare facility.

Tuition for the Cardiovascular Technology program is $9,700. Ultrasound
Diagnostic School began offering the Cardiovascular Technology program in
September 1994; by fiscal year end, seven Ultrasound Diagnostic School
facilities had begun offering the program. The Cardiovascular Technology
programs are now offered in 12 Ultrasound Diagnostic School locations and
Ultrasound Diagnostic School expects to be approved to offer the
Cardiovascular Technology program in all of its locations during fiscal 1997.

The second major program added to the Ultrasound Diagnostic School
curriculum in fiscal 1996 was Medical Assisting. Medical assistants are basic
health care employees with broad responsibilities. The Medical Assisting
program provides concentrated study and practical experience in routine front
office administrative skills and clinical capabilities performed in a primary
healthcare setting. The program teaches patient scheduling, insurance billing
and reimbursement, medical computer systems, basic on-site laboratory tests,
patient history, vital signs, sterile procedures, diet and medication. The
Medical Assisting program consists of 720 hours of classroom and laboratory
study and 180 hours of clinical training at a healthcare facility.

Tuition for the Medical Assisting program is $8,100. The Medical Assisting
program was first offered at an Ultrasound Diagnostic School facility in
December of 1994. At March 31, 1995, the course was being offered at two
Ultrasound Diagnostic School facilities. The Medical Assisting program is now
being offered in 11 locations and Ultrasound Diagnostic School expects to be
approved to offer the Medical Assisting program at all of its locations
during fiscal 1997.

Enrollment at Ultrasound Diagnostic School grew from 724 at March 31, 1994
to 1,950 at March 31, 1996. During the same period, revenues grew from $6.2
million to $15.0 million. Income (loss) from operations for fiscal 1994 and
1996 was $316,000 and $(582,000), respectively. The significant revenue
growth has been followed by losses from operations primarily due to the fact
that implementing the new programs entails a significant cost and expense in
advance and in anticipation of revenues. In the short term, this has an
adverse effect on cash flow and earnings. Before a new program can be
offered, it must be approved by the State in which the program is to be
offered, and under certain circumstances, by the United States Department of
Education. The Cardiovascular Technology and Medical Assisting programs have
been approved in seven of the eight states in which the

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Ultrasound Diagnostic School operates. The Cardiovascular Technology and Medical
Assisting programs also required equipment and systems that are not required for
the general ultrasound program, and, hence, were not available at the various
Ultrasound Diagnostic School facilities. Moreover, in order to offer the Medical
Assisting program, more space was required at various Ultrasound Diagnostic
School facilities. Accordingly, Ultrasound Diagnostic School has been acquiring
additional equipment and systems, expanding various of its teaching facilities,
hiring additional staff and increasing its marketing and sales efforts in order
to offer the Cardiovascular Technology and Medical Assisting programs.

The Ultrasound Diagnostic School programs are not degree granting
programs. Rather, graduates receive a certificate or diploma. However, the
Program on Non Collegiate Sponsored Instruction of the American Council on
Education ("ACE") evaluated the general ultrasound program and recommended that
universities and colleges give Ultrasound Diagnostic School graduates up to 36
college credits towards a baccalaureate degree. Whitman's strategy is to obtain
college credit recommendations from ACE for all Ultrasound Diagnostic School
courses or, to the extent possible, convert all courses to degree granting.
Descriptions of the Ultrasound Diagnostic School courses appear in the National
Guide to Educational Credit for Training Programs, published annually by ACE.

The Company also plans to offer Ultrasound Diagnostic School's general
ultrasound programs at Sanford-Brown, and to offer certain Sanford-Brown
courses at Ultrasound Diagnostic School teaching facilities. In March 1996,
the Ultrasound Diagnostic School transferred one of its schools to
Sanford-Brown in furtherance of these objectives.

In fiscal 1996, Ultrasound Diagnostic School graduated 675 students from
its various programs. The overall completion rate in Ultrasound Diagnostic
School programs is approximately 72%.

ACQUISITION ACTIVITIES

In furtherance of its business strategy, the Company continuously
evaluates potential mergers and/ or acquisitions. In evaluating candidates,
the Company considers such factors as earnings history, strategic value,
reputation, educational offerings and effectiveness, geographic location,
regulatory compliance, price and financing terms. The Company currently has
no imminent acquisitions planned. The Company acquired two entities in the
past 18 months, which entities contributed $25.2 million to the Company's
fiscal 1996 revenues.

ACQUISITION OF SANFORD-BROWN COLLEGE

On December 21, 1994, a wholly-owned subsidiary of Whitman acquired
substantially all of the assets and assumed certain liabilities of Sanford
Brown College, Inc., a Missouri corporation. After the acquisition, the
seller changed its name to SBC Liquidating, Inc. (now dissolved) and
Whitman's subsidiary changed its name to Sanford Brown College, Inc. The
assets acquired consisted principally of tangible and intangible assets owned
and/or leased by the seller in the operation of Sanford-Brown and the
liabilities assumed consisted principally of preclosing trade payables and
accrued expenses relating to the operation of Sanford-Brown. The purchase
price consisted of $5,900,000 in cash and 609,038 (1,218,076 after adjustment
for the two-for-one stock split) shares of Whitman's common stock. The number
of shares delivered at the closing was determined on the basis of a formula
set forth in the acquisition agreement. The acquisition agreement provided
for conditions subsequent pursuant to which the transaction could have been
terminated and rescinded by the Company in whole or in part. Pending the
satisfaction or expiration of the conditions subsequent, the entire purchase
price was delivered into escrow at the closing. When the Department of
Education recertified Sanford-Brown for participation in the Title IV
Programs in May 1995, pursuant to the agreement, $3,500,000 and 98,282
(196,564 after adjustment for the two-for-one stock split) shares of
Whitman's common stock held in escrow were disbursed to SBC Liquidating, Inc.
The balance of the cash and common stock remains in escrow to be disbursed to
the sole shareholder of the dissolved SBC Liquidating, Inc. or returned to
Whitman upon the occurrence or failure to occur of certain events relating to
Department of Education regulation of Sanford-Brown. A further discussion of
such events is included in Note 2 to the Consolidated Financial Statements.

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ACQUISITION OF COLORADO TECH

On March 29, 1996, Whitman completed the merger of MDJB, the sole
shareholder of Colorado Technical University, Inc., which operates Colorado
Tech, with and into a wholly-owned subsidiary of Whitman.

In connection with the merger, Whitman issued 1,249,935 (2,499,870 after
adjustment for the subsequent two-for-one stock split) shares of its common
stock and cash in lieu of fractional shares in exchange for all of the issued
and outstanding stock of MDJB. As a result of the change in ownership and
control of Colorado Tech resulting from the merger, Colorado Tech's
eligibility to participate in federally funded student financial aid programs
was automatically terminated.

Pending the resolution of the recertification issue and certain
indemnification obligations, all of the shares issuable to MDJB shareholders
were held in escrow by Whitman. On June 24, 1996, the United States
Department of Education recertified Colorado Tech for eligibility to
participate in federal student loan programs. As a result of the
recertification and the issuance of the report of the independent auditors
included in this Annual Report on Form 10-K, 2,499,870 Whitman shares will be
released from escrow to the former MDJB shareholders.

COMPETITION

The post-secondary school industry is highly fragmented. Typically, no
single school or group of schools dominates markets on a local or national
basis. However, on a local level, each of the Company's schools has varied
levels of competition.

Colorado Tech competes with various educational institutions in its market
area. The University of Colorado at Colorado Springs, the University of
Phoenix, Chapman University, Webster University and Regis University are all
located in Colorado Tech's market area. All such institutions represent
post-secondary education options to that of Colorado Tech. MDJB management
believes that Colorado Tech has been successful in competing with area
universities because of its broad range of technically oriented studies and
degree programs.

Flexible course structures, class schedules designed for the working
adult, and the recent introduction of local-campus doctorate programs have
solidified Colorado Tech's position as a recognized leading source of
education in its current market. Colorado Tech believes this provides a
strong competitive base for expansion and growth in new markets.

By offering business degree programs that combine contemporary leadership
strategies with technical working knowledge, Colorado Tech's business degrees
offer a unique alternative to the traditional business graduate degrees
offered by traditional liberal arts and business-oriented universities and
colleges.

In the St. Louis area, Sanford-Brown has 10 competitors which provide
comparative educational degrees and curriculum, four of which are NCA
accredited. Sanford-Brown has four competitors in the St. Louis area offering
comparable healthcare programs. In the Kansas City area, Sanford-Brown has
two principal competitors to its practical nursing program.

In almost all of the geographic areas in which Ultrasound Diagnostic
School teaching facilities are located, hospitals and community colleges
operate programs to train medical sonographers. Generally,

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hospitals operate these programs for their own staffing requirements.
Community colleges and the proprietary and private schools compete directly
with Ultrasound Diagnostic School. However, there are few proprietary schools
or community colleges that offer the Cardiovascular Technology program.
Currently, most of the teaching of this program is hospital based for the
hospital's own staffing needs. Medical Assisting is a commonly offered
healthcare program and is not exclusive to healthcare education institutions.
Both proprietary schools and community colleges also offer Medical Assisting
programs.

A clinical training externship performed at a healthcare center is an
integral part of each healthcare program offered by Ultrasound Diagnostic
School and Sanford-Brown. Demand for clinical training sites is great. In
general, there is a finite number of available clinical sites in a geographic
area. Increased competition for available clinical sites increases the cost
and difficulty of procuring such sites. If a facility is unsuccessful in
procuring a sufficient number of clinical training sites, it may have to
limit enrollment in the affected program thereby adversely affecting revenue.

REGULATION

FEDERAL AND STATE REGULATION. Each of Colorado Tech, Sanford-Brown and
Ultrasound Diagnostic School is subject to regulation (i) by the state in
which it operates, (ii) by accrediting associations and (iii) because they
are certified to participate in Title IV Federal financial aid programs, by
the United States Department of Education (the "DOE").

ACCREDITATION. Sanford-Brown, Colorado Tech and Ultrasound Diagnostic
School are accredited by accrediting associations recognized by the
DOE. Accreditation serves as the basis for: (1) the recognition and acceptance
by employers, other higher education institutions and governmental entities of
degrees and credits earned by students; (2) one of the qualifications to
participate in Title IV Programs and (3) the qualification for authorization to
operate in certain states. The withdrawal of accreditation from Whitman's
schools would have a material adverse effect on Whitman.

STATE AUTHORIZATION. Whitman is required to have authorization to operate
in each state where it physically provides educational programs. Certain
states accept accreditation as evidence of meeting minimum state standards
for authorization. Other states require separate evaluations for
authorization. Depending on the state, the addition of a program not offered
previously or the addition of a new location must be included in the
institution's accreditation and/or be approved by the appropriate state
authorization agency. Whitman's schools are currently authorized to operate
in all states in which they have physical locations. If Whitman is unable to
maintain authorization to operate in the states in which it currently
operates, it may have a material adverse effect on Whitman.

FEDERAL FINANCIAL AID PROGRAMS. Whitman derives a majority of its revenue
from students who participate in Federal Title IV Programs under the Higher
Education Act of 1965, as amended (the "HEA"), and the regulations
promulgated thereunder by the DOE (the "Regulations"). In order to
participate in Title IV Programs, Whitman must comply with complex standards
set forth in the HEA and the Regulations. Compliance with such standards is
subject to periodic reviews by the DOE and state and national agencies which
guarantee the loans made in the Title IV Programs. Disbursements made under
the Programs are subject to disallowance as a result of such reviews and to
repayment by the schools. In 1992, in reauthorizing the HEA, Congress imposed
more stringent standards upon proprietary institutions participating in Title
IV Programs. The new standards placed proprietary institutions under
increased regulatory scrutiny. The loss by Whitman of its schools eligibility
to participate in Title IV Programs would have a material adverse effect on
such entities.

STATE POSTSECONDARY REVIEW ENTITY. The HEA requires each state to
establish a State Postsecondary Review Entity ("SPRE"), to the extent federal
funding is available, to review institutions within its state to determine
continued eligibility to participate in the Title IV Programs. SPRE review
will be mandatory for institutions meeting specific criteria. At present,
Whitman operates schools in 12

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states. Each state is required to submit its review standards to the DOE for
approval. The review standards promulgated by a state could adversely affect
the eligibility of Whitman's schools in that state to participate in the
Title IV Programs.

THE 85/15 RULE. The HEA requires that an annual comparison be made for
each proprietary school of the percentage of its Title IV Program receipts to
its total receipts from Title IV eligible programs. Under the 85/15 Rule, a
proprietary school will be ineligible to participate in Title IV Programs if,
on a cash basis of accounting, more than 85% of its revenues from Title IV
eligible programs for the prior fiscal year were derived from Title IV
Program funds. Although Whitman believes that each of its schools is in
compliance with the 85/15 Rule, there is no assurance that such compliance
will continue in the future.

STANDARDS OF FINANCIAL RESPONSIBILITY. Under the Regulations, each
eligible institution must satisfy certain standards of financial
responsibility to continue to participate in Title IV Programs. A failure to
satisfy the standards could result in restrictions being place on an
institution's participation in Title IV Programs or a termination of its
eligibility to participate in Title IV Programs which would have a material
adverse effect on Whitman. For purposes of these standards, at present
Sanford-Brown and Colorado Tech are evaluated as distinct entities, while
Ultrasound Diagnostic School is evaluated on the basis of the financial
performance of Whitman as a whole. The three principal standards are
profitability, the acid test ratio and tangible net worth.

PROFITABILITY. A school may not have operating losses, as defined by the
regulations, in either or both of its two most recent fiscal years that in
sum result in a decrease in tangible net worth in excess of 10 percent of
the school's tangible net worth at the beginning of the two year period.
Both Colorado Tech and Sanford-Brown operated profitably in fiscal 1996.
With respect to Ultrasound Diagnostic School, although Whitman had an
operating loss for fiscal 1996, the sum of its performance in fiscal 1995
and 1996 did not result in a decrease in its tangible net worth in excess
of 10 percent.

ACID TEST RATIO. A second standard of financial responsibility is the "acid
test ratio." A school must maintain a ratio of cash, cash equivalents,
restricted cash and current accounts receivable to total current
liabilities of at least 1 to 1 at the end of its fiscal year. At March 31,
1996, Whitman's acid test ratio (applicable to Ultrasound Diagnostic
School) was 1.17 to 1.00, Colorado Tech's acid test ratio was 1.13 to 1.00,
and Sanford-Brown's acid test ratio was 1.24 to 1.00.

TANGIBLE NET WORTH. An eligible institution is required to have a positive
tangible net worth at the completion of its fiscal year. At December 31,
1995, Colorado Tech had a positive net worth. At March 31, 1996,
Sanford-Brown and Whitman each had a positive net worth.

COHORT DEFAULT RATES. The Regulations also require the calculation of a
cohort default rate on Federal Family Education Loans ("FFEL") received by
current and former students to attend the institution. The cohort default
rate measures the percentage of students who enter repayment in a particular
fiscal year on FFEL Program loans and default before the end of the following
fiscal year. If a school's official cohort default rate exceeds 25% in each
of its three most recent fiscal years, it becomes ineligible to participate
in the FFEL programs. A school's cohort default rate is published annually by
the DOE. The most recent official cohort year published was 1993. The
Ultrasound Diagnostic Schools official 1993 rates ranged from 6%--13%.
Colorado Tech's 1993 rate published at 12.1%.

The HEA gives schools the opportunity to preview their default rates prior
to publication. This pre-publication review enables schools to make data
corrections with the guaranty agencies, which guarantee their student loans,
prior to the release of the official rates. Due to an error in the data
transmission to the DOE, Sanford-Brown has not currently received an official
1993 default rate. However, the draft rate for Sanford-Brown's Missouri
campuses was 30.2%. Sanford-Brown's guaranty agency has agreed to data
corrections which, if accepted by the DOE, would reduce the official rate
below the 25% threshold. The draft 1993 rate for Sanford-Brown's Illinois
campus published at 40.7%. The official Illinois campus rate is expected to
remain over the 25% threshold.

11
<PAGE>
The failure of Sanford-Brown to maintain FFELP eligibility at its Missouri
campuses would have a material adverse effect on the operations and financial
condition of Whitman. Its failure to maintain eligibility at its Illinois
campus, however, may not be material to Whitman. A portion of the purchase
price paid by Whitman for Sanford-Brown remains in escrow subject to certain
conditions including Sanford-Brown's Missouri and Illinois campuses each
maintaining its eligibility in the event its default rate exceeds 25% in each
of fiscal year 1992, 1993 and 1994. (See "Acquisition of Sanford-Brown
College").

CHANGE OF CONTROL. A change of ownership in Whitman which results in a
change in control may result in the school's operated by Whitman becoming
ineligible to participate in Title IV financial aid programs pending
recertification by DOE, require reauthorization to operate by individual
states and could trigger a review by each of its school's accrediting bodies.

With regard to the participation in Title IV aid programs of institutions
owned by publicly held companies, the DOE has adopted the change of ownership
and control standards used in federal securities law. A change in control
which would require the filing of a Current Report on Form 8-K with the
Securities and Exchange Commission would result in Whitman's schools becoming
ineligible to participate in Title IV financial aid programs pending
recertification by the DOE. A failure to obtain such recertification would
have a material adverse impact on Whitman.

Each of Whitman's school's accrediting bodies and the state agencies which
authorize Whitman to operate schools have different regulations regarding
changes in control which could require re-authorization or re-accreditation.
The failure of Whitman to obtain state authorization or re-accreditation of
any of its schools subsequent to a change in control would have a material
adverse effect on Whitman.

The change of control of Sanford-Brown automatically terminated the
participation of Sanford-Brown in the Title IV Programs. After the closing,
the Company applied for eligibility, and Sanford-Brown was declared eligible
for participation in the Title IV Programs in early May 1995. Students who
enrolled in Sanford-Brown during the period in which its participation was
terminated could not utilize some Title IV funds which they would otherwise
have been entitled to utilize. Therefore, as a result of Sanford-Brown's
interruption in eligibility, a portion of the monies due from its students
were not received and were unrecoverable. This adversely affected Sanford-
Brown's operating income by at least $353,000. In addition, the period during
which Sanford-Brown was ineligible to participate in the Title IV Programs had
an adverse effect on the cash flow of Sanford-Brown.

The change of control of Colorado Tech likewise automatically terminated
its eligibility to participate in Title IV programs. Colorado Tech was
recertified by DOE in June 1996. Colorado Tech's cash flow was not materially
impacted by its period of ineligibility.

SEASONALITY

New and continuing enrollment at Whitman's post-secondary institutions is
typically strongest during the fall and winter terms, i.e., October through
December and January through March, respectively. Consequently, revenues
would normally be strongest during the Company's third and fourth quarters.
The Company has large fixed costs and incurs its sales marketing costs in
advance of its enrollment. Consequently, the Company would expect earnings to
be weakest during the spring and summer terms, i.e., its first and second
quarters, with the greatest effect in the second quarter.

12
<PAGE>
EMPLOYEES

At March 31, 1996, Whitman had approximately 456 full-time and 192
part-time employees of whom 76 were employed by MDJB (including Colorado Tech
and Concept Communications) full-time and 42 part-time; 174 were employed by
Sanford-Brown full-time and 43 part-time and 201 were employed by Ultrasound
Diagnostic School full-time and 107 part-time. The remaining employees were
employed by the Company in it administrative offices.

ITEM 2. PROPERTIES

The Company and its subsidiaries lease all of their administrative and
campus facilities. The Company, along with Ultrasound Diagnostic School,
maintains headquarters at 4400 Biscayne Boulevard, 6th Floor, Miami, Florida
33137, where combined they lease approximately 5,688 square feet of office
space. Ultrasound Diagnostic School operates its 14 Ultrasound Diagnostic
Schools from the following leased premises:

ADDRESS OF SCHOOL SIZE OF FACILITY (IN SQUARE FEET)
- ----------------- ---------------------------------
121 West 27 Street, Suite 504 2,950
New York, New York 10001

One Old Country Road, Suite LL1 9,886
Carle Place, New York 11514

2269 Saw Mill River Road 4,922
Elmsford, New York 10523

675 U.S. Route 1, Second Floor 7,247
Iselin, New Jersey 08830

3 Neshamany Interplex, Suite 117 6,902
Trevose, Pennsylvania 19053

1320 Fenwick Lane, Suite 206 2,615
Silver Spring, Maryland 20910

33 Boston Post Road West, Suite 140 3,577
Marlborough, Maryland 01752

2760 East Atlantic Boulevard 5,600
Pompano Beach, Florida 33062

9950 Princess Palm Avenue 10,263
Reg. II, Suite 234
Tampa, Florida 33619

1 Corporate Square Office Park 5,589
Suite 216
Atlanta, Georgia 30329

6575 W. Loop South, Suite 200 5,640
Bellaire, Texas 77401

10199 Southside Boulevard, Suite 106 6,050
Jacksonville, Florida 32256

1333 Corporate Drive, Suite 200 9,499
Irving, Texas 75038

5830 Ellsworth Avenue, Suite 102 5,520
Pittsburgh, Pennsylvania 15232

13
<PAGE>
In June 1996, Ultrasound Diagnostic School leased in excess of 15,000
square feet of space located at 33 Irving Place into which it intends to
re-locate its New York City school. Additionally, Ultrasound Diagnostic
School is currently seeking to expand its space in Atlanta to accommodate
anticipated growth of the Atlanta school. Ultrasound Diagnostic School
believes that all of the remainder of the above-described facilities are
adequate and suitable for their present and intended uses.

Sanford-Brown's administrative offices are located at 1655 Des Peres Road,
Suite 150, St. Louis, Missouri 63131, where Sanford-Brown leases 3,879 square
feet. Sanford-Brown currently leases space for its six campuses at the
locations described below:

ADDRESS OF SCHOOL SIZE OF FACILITY (IN SQUARE FEET)
- ----------------- --------------------------------
12006 Manchester Road 28,474
Des Peres, Missouri 63131

3237 W. Chain of Rocks Road 12,253
Granite City, Illinois 62040

355 Brookes Drive 26,592
Hazelwood, Missouri 63042

2702 Rockcreek Parkway 16,673
Suite 300
North Kansas City, Missouri 64117

3555 Franks Drive 14,650
St. Charles, Missouri

4700 Rockside Road 3,505
Summit One, Suite 610
Independence, Ohio 44131

Sanford-Brown intends to expand the Independence, Ohio location, from
which it operates the Sanford-Brown Institute recently acquired from the
Ultrasound Diagnostic School, in order to accommodate the offering of
additional Sanford-Brown programs there. Otherwise, Sanford-Brown believes
that all of the above-described facilities are adequate and suitable for
their present and intended uses.

Colorado Tech maintains its administrative offices and operates Colorado
Tech in approximately 80,000 square feet of leased space located at 4435
North Chestnut Street, in Colorado Springs, Colorado, which management
believes is adequate and suitable for its present and intended uses. In
addition, Colorado Tech presently intends to lease space in Denver, Colorado
where it will open a second campus.

ITEM 3. LEGAL PROCEEDINGS

An action has been commenced against Ultrasound Diagnostic School in the
Circuit Court, Fourth Judicial Circuit, Duval County, Florida. The amended
complaint filed on behalf of 34 current and former students of the Ultrasound
Diagnostic School's Jacksonville and Tampa schools, alleges that at the time
each of the plaintiffs registered, Ultrasound Diagnostic School falsely
represented that almost all of its graduates were placed in positions of
employment in the field of ultrasound diagnostics and that its students were
eligible upon graduation to take the examination for the American Registry of
Diagnostic Medical Sonographers, or that being registered was not a factor in
obtaining employment in the field of ultrasound diagnostics. The amended
complaint further alleges that the plaintiffs were induced by these alleged
misrepresentations to pay a total of over $300,000 in tuition and fees to
Ultrasound Diagnostic School. The amended complaint seeks an unspecified
amount of damages. Ultrasound Diagnostic School has filed a motion to dismiss
the action which remains pending. Ultrasound Diagnostic School intends to
deny making the alleged representations and believes that it

14
<PAGE>
has meritorious defenses to the action. The Company cannot at this stage in
the proceedings assess whether Ultrasound Diagnostic School will have any
liability in this action and, if so, whether such liability will have a
material adverse effect upon Ultrasound Diagnostic School or the Company.
Various plaintiffs have also submitted their complaint to the Florida
Department of Education which has notified Ultrasound Diagnostic School that
it has commenced an investigation of the student complaints.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 8, 1996, the Company conducted a Special Meeting of the
shareholders of the Company in Miami, Florida to consider (i) the approval
and adoption of the Agreement and Plan of Merger dated as of September 12,
1995 by and among the Company, Whitman Medical Acquisition Corporation, a
wholly-owned subsidiary of the Company, and MDJB, Inc., providing for the
merger of MDJB with and into the subsidiary of the Company (the "Merger");
and (ii) the approval and adoption of an amendment to the Company's
Certificate of Incorporation to change the name of the Company from Whitman
Medical Corp. to Whitman Education Group, Inc. Of the 3,285,987 shares of the
Company represented in person or by proxy at the Special Meeting, 3,258,587
shares were voted in favor of the Merger, 800 shares were voted against the
Merger; 1,750 shares abstained and 24,850 shares were not voted. With respect
to the change in the Company's Certificate of Incorporation, 3,278,637 shares
were voted in favor, 1,900 shares were voted against and 5,450 shares
abstained.

15
<PAGE>
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A. MARKET INFORMATION

Through April 30, 1995, the Company's common stock was traded on the
over-the-counter market. The following table sets forth the high and low bid
quotations on the over-the-counter market for the quarters and periods
indicated as provided by the National Quotation Bureau based upon quotations
from the National Association of Securities Dealers automated Quotation
System. All quotations represent inter-dealer prices, without retail mark-up,
mark-down, or commissions, and do not necessarily represent actual
transactions.

1995(1)
------------------------------------
BID ASKED
---------------- ---------------
HIGH LOW HIGH LOW
------ ------ ----- -----
Quarter Ended 6/30/94 ......... $ 4.00 $ 2.50 $4.25 $3.00
Quarter Ended 9/30/94 ......... 2.75 1.75 3.00 1.81
Quarter Ended 12/31/94 ........ 3.69 1.875 3.81 1.94
Quarter Ended 3/31/95 ......... 4.375 3.125 4.63 3.38

1996(1)
--------------------------------------
First Quarter (through 4/30/95) $ 3.25 $ 2.75 $3.50 $3.13

Commencing May 1, 1995, the Company's common stock began trading on the
American Stock Exchange under the symbol WIX. The following table sets forth
the high and low closing prices of the Company's common stock as reported by
the composite tape of the American Stock Exchange.

1996(1)
----------------
HIGH LOW
------- ------
Period from 5/1/95 through 6/30/95 .......... $3.38 $2.75
Quarter Ended 9/30/95 ....................... 4.47 2.53
Quarter Ended 12/31/95 ...................... 3.69 2.75
Quarter Ended 3/31/96 ....................... 5.69 3.44

- --------
(1) Adjusted to give retroactive effect to the two-for-one stock split
effected as of May 13, 1996.

As of the close of business on May 31, 1996, there were approximately 184
record holders of Whitman's common stock.

Whitman has not paid dividends on its common stock and does not
contemplate paying dividends in the foreseeable future.

16
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)(1)(2)
<S> <C> <C> <C> <C> <C>
OPERATING DATA

Revenues ..................................... $40,231 $19,627 $13,221 $10,781 $9,547
Income from operations ....................... 948 286 539 414 549
Income (loss) from continuing operations .... (101) (147) 353 (166) 383
Net income (loss) ............................ (101) (147) 353 (331) 383
Income (loss) from continuing operations
per share (3) .............................. (.01) (0.02) .04 (.02) .08
Dividends .................................... NONE NONE NONE NONE NONE

BALANCE SHEET DATA

Total assets ................................. $35,327 $31,600 $12,967 $11,616 $6,656
Long-term debt and capital lease obligations,
less current portion ....................... 11,494 9,467 699 577 116
Stockholders' equity ......................... 7,385 7,256 5,718 4,876 2,212

<FN>
- --------
(1) Figures have been restated to reflect the acquisition of Colorado Tech in
March 1996 which was accounted for under the pooling of interests method
of accounting. Figures also reflect the acquisition of Sanford-Brown on
December 21, 1994 which was accounted for as a purchase.
(2) All references to per share amounts have been adjusted to give
retroactive effect to the two-for-one stock split paid on May 13, 1996.
(3) The 1,021,612 shares issued in connection with the Sanford-Brown
acquisition that remain in escrow to be disbursed to the seller or
returned to the Company upon the occurrence or failure to occur of
certain events relating to the regulation of Sanford-Brown are not
considered outstanding for purposes of computing the net loss per share
for fiscal 1995 and 1996 as their effect is anti-dilutive.
</FN>
</TABLE>

See Consolidated Financial Statements, Item 8 of this Report, for
supplementary financial information of the Company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the consolidated financial statements of the Company and the notes thereto
appearing elsewhere in this report. All prior period consolidated financial
statements presented have been restated to include the acquisition of MDJB on
March 29, 1996, which was accounted for as a pooling of interests, as if the
merger took place at the beginning of such period. The financial statements
of MDJB have been consolidated based on its calendar year end, December 31.
In addition, all references to the number of shares outstanding and per share
amounts have been restated to reflect the two-for-one stock split effected as
of May 13, 1996.

GENERAL

The Company's operations are conducted through its three wholly-owned
subsidiaries: Ultrasound Technical Services, Inc. ("Ultrasound Diagnostic
School" or "UDS"), Sanford Brown College, Inc. ("Sanford-Brown" or "SBC"),
and MDJB. The revenues generated from these subsidiaries primarily consist of
tuition and fees paid by students. The majority of students rely on funds
received from federal financial aid programs under Title IV of the Higher
Education Act of 1965 to pay for a substantial portion of their tuition.
Accordingly, a majority of the Company's revenues are indirectly derived from
Title IV programs.

Historically, the Company's revenues have increased primarily as a result
of acquisitions and the expansion of program offerings. From fiscal 1994 to
fiscal 1996 revenues have increased from $6.2

17
<PAGE>
million (excluding the restatement for the MDJB merger) to $40.2 million
(including MDJB). The acquisitions of Sanford-Brown in December 1994 and MDJB
in March 1996 have generated revenues of $16.3 million and $8.9 million,
respectively, for the year ended March 31, 1996. In addition, the expansion
of program offerings at the Ultrasound Diagnostic School during fiscal 1995
and 1996 is the primary reason for the increase in its revenues from $6.2
million in fiscal 1994 to $15.0 million in fiscal 1996.

The Company continues to regularly review potential acquisitions. The
consummation of any future acquisitions may result in material changes to the
Company's financial condition and results of operations.

Cost of educational services consists primarily of faculty compensation,
administrative salaries for departments that provide services directly to the
students, occupancy costs, costs of books sold, and depreciation and
amortization of certain equipment costs and leasehold improvements.

Student services and administrative expenses consist primarily of
marketing expenses, administrative salaries, occupancy costs, depreciation
and other costs for departments that do not provide direct services to
students.

YEAR ENDED MARCH 31, 1996 COMPARED TO YEAR ENDED MARCH 31, 1995

The following table sets forth the Company's revenues by subsidiary for
fiscal 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
------------------------------------ -----------------------------------
TUITION OTHER TUITION OTHER
REVENUES REVENUES TOTAL REVENUES REVENUES TOTAL
----------- ----------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
UDS ........ $14,187 $ 847 $15,034 $ 7,158 $ 413 $ 7,571
SBC ........ 14,760 1,513 16,273 3,796 392 4,188
MDJB ...... 7,390 1,534 8,924 6,539 1,329 7,868
----------- ----------- ---------- ----------- ----------- ---------
$36,337 $3,894 $40,231 $17,493 $2,134 $19,627
=========== =========== ========== =========== =========== =========
</TABLE>

Tuition revenues increased by $18.8 million or 107.7% to $36.3 million for
the year ended March 31, 1996 from $17.5 million for the year ended March 31,
1995. The increase was primarily due to an increase in student enrollments at
Ultrasound Diagnostic School, a full year of operations for Sanford-Brown
reflected in fiscal 1996 as compared with operations from the date of
acquisition, December 1994, included in fiscal 1995, and an increase in
revenues at MDJB due to the introduction of the Doctorate programs. The
increase in student enrollments at Ultrasound Diagnostic School was primarily
due to the introduction of the Cardiovascular Technology and Medical
Assisting programs which generated revenues of $2.6 million and $4.7 million,
respectively, in fiscal 1996, an increase of $2.2 million and $4.7 million,
respectively, from fiscal 1995. In addition to the difference in the period
of operations of Sanford-Brown reflected in fiscal 1996, Sanford-Brown
experienced an increase in revenues in fiscal 1996 due to an increase in
enrollments in the Occupational Therapy and Physical Therapy programs.

Other revenues increased by $1.8 million or 82.5% to $3.9 million for the
year ended March 31, 1996 from $2.1 million for the year ended March 31, 1995
primarily due to an increase in book sales for Ultrasound Diagnostic School
as a result of the increased enrollments, and an increase of $1.1 million for
Sanford-Brown due to the difference in the number of periods of operations
included in fiscal 1996 and 1995, as indicated above.

18
<PAGE>
The following table sets forth the Company's expenses by subsidiary for
fiscal 1996 and 1995 (in thousands):

1995
UDS ............. $ 4,541 $ 2,844 $ 402 $ 136
SBC ............. 2,093 1,239 429 132
MDJB ............ 5,663 1,737 62 43
Corporate ...... -- 330 -- --
-------------- ------------------- ----------- ---------------
$12,297 $ 6,150 $ 893 $ 311
============== =================== =========== ===============
</TABLE>

Cost of educational services increased by $10.2 million or 82.8% to $22.5
million in fiscal 1996 from $12.3 million in fiscal 1995. The increase was
primarily due to the direct costs incurred by Ultrasound Diagnostic School to
support the increase in its student enrollments, the difference in the period
of operations reflected in fiscal 1996 and 1995 for Sanford-Brown and the
additional costs incurred by MDJB to support the introduction of the
Doctorate programs. The additional costs incurred by Ultrasound Diagnostic
School consisted primarily of an increase in faculty and administrative
salaries of $2.2 million and increased occupancy costs of $666,000 to support
the introduction of the Cardiovascular Technology and Medical Assisting
programs. Sanford-Brown educational expenses as a percentage of revenues
remained relatively consistent in fiscal 1996 and 1995 at 51.1% and 50.0%,
respectively.

Student services and administrative expenses increased by $8.8 million or
143.4% to $15.0 million in fiscal 1996 from $6.2 million in fiscal 1995. The
increase in Ultrasound Diagnostic School expenses of $3.9 million was
primarily due to the additional administrative support for the increase in
student enrollments and consisted of increases in general and administrative
salaries, taxes and benefits of $1.8 million, sales and marketing expenses of
$680,000, and other administrative expenses. The increase in Sanford-Brown
expenses of $3.4 million was due to the difference in the period of
operations reflected in fiscal 1996 and 1995. As a percentage of revenues,
such Sanford-Brown expenses remained relatively consistent in fiscal 1996 and
1995 at 28.7% and 29.6%, respectively. MDJB expenses increased $494,000 due
to an increase in salaries and marketing expenses incurred in connection with
the introduction of the Doctorate programs and merger expenses of $80,000
incurred in fiscal 1996. Corporate expenses increased by $963,000 in fiscal
1996 due primarily to merger expenses incurred in connection with the MDJB,
Inc. acquisition of approximately $480,000 and an increase in professional
fees.

The following table reflects the activity in the allowance for doubtful
accounts and bad debt expense for fiscal 1996 (in thousands):

ALLOWANCE FOR DOUBTFUL ACCOUNTS UDS SBC MDJB TOTAL
- ------------------------------- ------- ---------- ------- ----------
Beginning balance .............. $147 $ 854 $ 11 $ 1,012
Bad debt expense ............... 545 1,220 71 1,836
Charged off during year ........ (47) (1,417) (69) (1,533)
------- ---------- ------- ----------
Ending balance ................. $645 $ 657 $ 13 $ 1,315
======= ========== ======= ==========

Bad debt expense increased by $943,000 or 105.6% in fiscal 1996 primarily
due to an increase in bad debt expense for Sanford-Brown of $791,000. The
increase for Sanford-Brown was primarily due to the amount of student
balances that were not funded under the Title IV programs as a result of the
length

19
<PAGE>
of time that elapsed before Title IV eligibility was reinstated in connection
with the acquisition of Sanford-Brown and its related change in ownership
process. The lack of Title IV funding for such students required a higher
than normal level of reserve against those receivables.

Net interest expense increased $874,000 as a result of having the debt
incurred in the Sanford-Brown acquisition and the working capital facility
outstanding for a full year in fiscal 1996 as opposed to approximately 3
months in fiscal 1995. Sanford-Brown interest expense includes $488,000
attributable to the bank debt associated with the acquisition.

The Company recognized an income tax benefit of $136,000 in fiscal 1996
due to the reversal of valuation allowances and the recognition of deferred
tax assets, related to net operating losses. In fiscal 1995, the Company had
an income tax provision of $122,000.

The Company reported a net loss of $100,571 and a net loss of $146,611 for
the years ended March 31, 1996 and 1995, respectively.

YEAR ENDED MARCH 31, 1995 COMPARED TO YEAR ENDED MARCH 31, 1994

The following table sets forth the Company's revenues by subsidiary for
fiscal 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>
1995 1994
------------------------------------- -----------------------------------
TUITION OTHER TUITION OTHER
REVENUES REVENUES TOTAL REVENUES REVENUES TOTAL
----------- ----------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
UDS ........ $ 7,158 $ 413 $ 7,571 $ 6,158 $-- $ 6,158
SBC ........ 3,796 392 4,188
MDJB ...... 6,539 1,329 7,868 6,087 976 7,063
----------- ----------- ---------- ----------- ----------- ---------
$17,493 $2,134 $19,627 $12,245 $976 $13,221
=========== =========== ========== =========== =========== =========
</TABLE>

Tuition revenues increased by $5.3 million or 42.9% to $17.5 million in
fiscal 1995 from $12.2 million in fiscal 1994. In fiscal 1995 the Company's
revenues included the operations of Sanford-Brown for the period December 21,
1994, the date of acquisition, through the fiscal year ended March 31, 1995.
Sanford-Brown accounted for $3.8 million of the increase in tuition revenues
for fiscal 1995. Tuition revenues for the Ultrasound Diagnostic School
increased by $1.0 million in fiscal 1995 due to the increased tuition rate of
the general ultrasound program and to an increase in enrollment in career
programs attributable to the new Cardiovascular Technology and Medical
Assisting programs. This was partially offset by an 11% decline in enrollment
in the general ultrasound programs at March 31, 1995 in comparison to
enrollment at March 31, 1994. The decline was principally due to the
cancellation of three classes scheduled to start in fiscal 1995 and to a
decrease in retention in the general ultrasound program from 91% in fiscal
1994 to 86% in fiscal 1995. Tuition revenues for MDJB increased $452,000 in
fiscal 1995 due primarily to the expansion of the Master's programs and an
increase in corporate training revenues.

Other revenues increased by $1.1 million or 118.6% in fiscal 1995 to $2.1
million from $1.0 million in fiscal 1995 due primarily to book sales
generated by the Ultrasound Diagnostic School in fiscal 1995 and none in
fiscal 1994, the inclusion of other educational revenues for Sanford-Brown in
fiscal 1995 and none in fiscal 1994 due to the acquisition in December 1994,
and an increase in marketing revenues for MDJB in fiscal 1994 as a result of
the acquisition of Concept Communications in March 1993.

20
<PAGE>
The following table sets forth the Company's expenses by subsidiary for
fiscal 1995 and 1994 (in thousands):

<TABLE>
<CAPTION>
EDUCATIONAL STUDENT SERVICES INTEREST
SERVICES AND ADMINISTRATIVE BAD DEBT EXPENSE, NET
-------------- ------------------- ----------- ---------------
<S> <C> <C> <C> <C>
1995
UDS ............. $ 4,541 $2,844 $402 $136
SBC ............. 2,093 1,239 429 132
MDJB ............ 5,663 1,737 62 43
Corporate ...... -- 330 -- --
-------------- ------------------- ----------- ---------------
$12,297 $6,150 $893 $311
============== =================== =========== ===============
1994
UDS ............. $ 3,415 $2,356 $ 71 $ 22
MDJB ............ 5,623 1,163 53 22
-------------- ------------------- ----------- ---------------
$ 9,038 $3,519 $124 $ 44
============== =================== =========== ===============
</TABLE>

Cost of educational services increased by $3.3 million or 36.1% to $12.3
million in fiscal 1995 from $9.0 million in fiscal 1994. Such costs increased
by $1.1 million at Ultrasound Diagnostic School in fiscal 1995 due to
increases in instructor payroll, administrative and sales payroll, cost of
books sold, and rent expense to support the introduction of the
Cardiovascular Technology and Medical Assisting programs and the expansion of
the general ultrasound programs. In fiscal 1995 books were offered for sale
to students for the first time. The increase of $2.1 million for
Sanford-Brown was due to the consolidation of Sanford-Brown operations
beginning in December 1994.

Student services and administrative expenses increased by $2.6 million or
74.8% to $6.1 million in fiscal 1995 from $3.5 million in fiscal 1994. The
Ultrasound Diagnostic School expenses increased $488,000 in fiscal 1995
primarily due to increases in administrative payroll, advertising and
depreciation expense for equipment purchased to support the increase in
student enrollment. As indicated above, $1.2 million of the increase in such
expenses relates to the consolidation of operations of Sanford-Brown
beginning in December 1994. The increase in MDJB expenses of $574,000 was due
to increases in administrative payroll expenses to support the increased
student enrollments, primarily in the Master's programs.

The following table reflects the activity in the allowance for doubtful
accounts and bad debt expense for fiscal 1995 (in thousands):

ALLOWANCE FOR
DOUBTFUL ACCOUNTS UDS SBC MDJB TOTAL
- ----------------- -------- -------- ------- ---------
Beginning balance ........... $ 139 $ 944 $ 11 $1,094
Bad debt expense ............ 402 429 62 893
Charged off during year ..... (394) (519) (62) (975)
-------- -------- ------- ---------
Ending balance .............. $ 147 $ 854 $ 11 $1,012
======== ======== ======= =========

Bad debt expense increased by $769,000 or 620.2% in fiscal 1995 to
$893,000 from $124,000 in fiscal 1994. Bad debt expense for the Ultrasound
Diagnostic School increased by $331,000 in fiscal 1995, in part, to reflect
the increase in accounts receivable outstanding from students in the
Cleveland and Dallas facilities. The Cleveland and Dallas facilities were not
able to utilize Title IV program funds until the fourth quarter of fiscal
1995 and a number of students completed their programs with substantial
unsecured, unpaid balances. Ultrasound Diagnostic School evaluated the
balances and consistently applied its reserve calculation to determine the
associated bad debt expense. In addition, Ultrasound Diagnostic School
identified and charged off $262,000 for such students in fiscal 1995. An
increase of $429,000 in bad debt expense for Sanford-Brown was due to the
consolidation of operations in fiscal 1995.

21
<PAGE>
Net interest expense increased by $267,000 or 606.8% in fiscal 1995 to
$311,000 from $44,000 in fiscal 1994. The increase of $114,000 for Ultrasound
Diagnostic School and $132,000 for Sanford-Brown is primarily due to the debt
incurred in connection with the Sanford-Brown acquisition in December 1994.

The Company reported a net loss of $146,611 and net income of $352,819 for
the years ended March 31, 1995 and 1994, respectively. The decrease in
earnings for fiscal 1995 was primarily due to costs incurred at Ultrasound
Diagnostic School for the introduction of the Cardiovascular Technology and
Medical Assisting programs, and for the expansion of the general ultrasound
program.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at March 31, 1996, 1995 and 1994 were $2.7
million, $1.8 million and $1.4 million, respectively. The Company's working
capital totalled $4.8 million at March 31, 1996, compared to $4.6 million at
March 31, 1995 and $2.5 million at March 31, 1994. In accordance with
Department of Education regulations, the Company maintained $363,000 and
$346,000 in restricted cash at March 31, 1996 and 1995, respectively, for
funds to be available for student refunds.

The Company's primary source of operating liquidity is the cash received
from payments of tuition and fees. At Ultrasound Diagnostic School,
Sanford-Brown and MDJB, most students receive some form of financial aid under
the Title IV federal student financial aid programs. Disbursements under each
program are subject to disallowance and repayment by the Schools. In fiscal
1995, the United States Department of Education conducted a Federal program
review on Sanford-Brown's Title IV activity for the award years 1992 through
1994. To date, no report has been issued in that program review. Accordingly, no
determination as to whether a liability exists or the amount of liability,
should one exist, can be made. The asset purchase agreement with Sanford-Brown
provides for the indemnification of the Company for any material liability that
may exist in connection with the open program review. As a result of the program
review, the Department of Education placed Sanford-Brown on reimbursement for
certain Title IV programs, of which the only such program significant to
Sanford-Brown is the Pell Grant program. Management believes that although
reimbursement results in some delay in receipt of Pell Grant funds,
Sanford-Brown will continue to generate sufficient positive cash flow for its
operating requirements.

As a result of the merger and the change in control of MDJB, Colorado Tech
had been automatically terminated from its eligibility to participate in Title
IV programs. Colorado Tech was recertified to participate in Title IV programs
on June 24, 1996 and its period of ineligibility had no material impact on the
cash flow of Colorado Tech. Ultrasound Diagnostic School and MDJB have no known
material liabilities for program reviews related to their Title IV programs.
Should the schools be limited, suspended or terminated from the Title IV
programs, from which Ultrasound Diagnostic School, Sanford-Brown and MDJB
receive approximately 70%, 80% and 32% of their funding, respectively, the
result would have a material negative impact on the results of operations,
liquidity and net worth of the Company. The Company will continue to evaluate
the effect of any changes in these contingencies and, as determinable, will
reflect their impact in the financial statements. At present, there are no known
environmental contingencies or issues.

The Company generated $2.2 million in cash from operating activities in
fiscal 1996, an increase of $4.3 million and $3.0 from fiscal 1995 and 1994,
respectively. The increase in cash generated from operating activities in
fiscal 1996 was primarily due to cash provided from operations of
Sanford-Brown of $3.0 million, an increase of $4.6 million from fiscal 1995.
In fiscal 1995, the Company had net cash used for operating activities of
$2.1 million due principally to the negative cash flow impact caused by the
decertification of Sanford-Brown in December 1994 as a result of its change
of ownership. The decertification required that the Company cease awarding
and disbursing Title IV funds to many of its students pending recertification
by the U.S. Department of Education. Sanford-Brown was recertified to
participate in Title IV programs in May 1995. In addition, expenditures were
incurred to expand Ultrasound Diagnostic School (management, staff, programs,
equipment and size of facilities) in

22
<PAGE>
advance of the receipt of revenues from anticipated expanded enrollments in
existing and new programs. Also, accounts receivable at Ultrasound Diagnostic
School increased due principally to the increase in the tuition rate of the
general ultrasound program and to the delay until the fourth quarter of
fiscal 1995 that the Cleveland and Dallas facilities experienced in receiving
approval for participation in Title IV programs. At March 31, 1995, accounts
receivable related to the Cleveland and Dallas facilities was approximately
$850,000.

Net cash of $2.0 million was used for investing activities in fiscal 1996,
a decrease of $3.6 million from fiscal 1995 and an increase of $1.7 million
from fiscal 1994. The decrease from fiscal 1995 was due to the net cash
payment of $5.0 million in fiscal 1995 for the acquisition of Sanford-Brown
which was partially offset by the increase in the cash utilized for capital
expenditures in fiscal 1996 of $1.2 million and $1.6 million from fiscal 1995
and 1994, respectively. The increase in capital expenditures was due
primarily to the equipment purchases and leasehold improvements incurred in
connection with the expansion of the general ultrasound program, the
introduction of the Cardiovascular Technology and Medical Assisting programs
and the expansion of facilities to support such programs.

Net cash of $791,000 was provided by financing activities in fiscal 1996,
a decrease of $7.3 million from fiscal 1995 and an increase of $639,000 from
fiscal 1994. The decrease from fiscal 1995 was primarily due to the proceeds
of $6.0 million received in fiscal 1995 from the long-term loan obtained in
connection with the Sanford-Brown acquisition.

The Company has available bank lines of credit of $500,000 and $1,000,000
expiring in August 1996 and May 1997, respectively, and a working capital
facility expiring in October 1997 in the amount of $2,500,000. At March 31,
1996, the Company had $1,000,000 outstanding under its lines of credit and
$2,500,000 outstanding under its working capital facility, an increase of
$1.9 million from the amounts outstanding at March 31, 1995. The amounts
borrowed under the working capital facility in fiscal 1996 were primarily
used for capital expenditures at Ultrasound Diagnostic School. In order to
finance the acquisition of Sanford-Brown, the Company obtained a bank term
loan in the amount of $6,000,000 which was due on April 16, 1996. In February
1996 the expiration date of the loan was extended to April 14, 1999. The loan
and the working capital facility were obtained by the Company with the
guaranty of Frost-Nevada, a company beneficially owned by Dr. Phillip Frost.

The Company issued 2,499,870 shares of its common stock valued at
approximately $14.2 million as of the acquisition date in March 1996 for the
acquisition of MDJB. In fiscal 1995 the Company issued 1,218,076 shares of its
common stock valued at approximately $3.1 million as of the acquisition date and
paid $5.9 million in cash for the acquisition of Sanford-Brown. Cash of $2.4
million and 1,021,612 shares are held in escrow and will be released upon the
occurrence of certain specified events. The Company intends to continue to
expand through acquisitions, some of which could result in material changes to
the Company's financial condition and results of operations.

MDJB plans on opening a new campus during fiscal 1997. The Company
believes that with its working capital, its cash flow from operations and its
working capital facility it will have sufficient resources to cover such
expansion costs and its other ongoing operational requirements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by Regulation S-X
are included in this Form 10-K commencing on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable.

23
<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is a list of the names, ages, positions held, and business
experience during the past five years of the persons serving as directors and
executive officers of Whitman as of June 28, 1996. Each director holds office
until the next annual meeting of shareholders or until his successor is
elected and qualified. Officers serve at the discretion of the Board of
Directors.

DIRECTORS

DR. JACK R. BORSTING. Dr. Borsting, age 67, has been a director of Whitman
since December 20, 1994. Dr. Borsting is the E. Morgan Stanley Professor of
Business Administration at the University of Southern California and Director
of its Center for Telecommunication Management. From 1988 to 1994 Dr.
Borsting was Dean of the University of Southern California School of Business
Administration, and from 1983 to 1988 was Dean of the University of Miami
School of Business Administration. Dr. Borsting, a former Assistant Secretary
of Defense (Comptroller), is a director of Northrop Grumman Corporation and
of TRO Learning. Dr. Borsting is a member of the National Research Council
Committee on Military Enlistment Standards and a trustee of the Institute for
Defense Analysis, of the Rose Hill Association and of the Los Angeles
Orthopedic Hospital Foundation.

PHILLIP FROST, M.D. Dr. Frost, age 59, has been a director of Whitman
since April 6, 1992 and Chairman of the Board of Directors since November 19,
1992. Dr. Frost has been Chairman of the Board of Directors and Chief
Executive Officer of IVAX Corporation since 1987. Dr. Frost served as
President of IVAX from July 1991 until January 1995. Dr. Frost was Chairman
of the Board of Directors of Key Pharmaceuticals, Inc. from 1972 to 1986. Dr.
Frost is Vice Chairman of the Board of Directors of North American Vaccine,
Inc., a director of American Exploration Company, Northrop Grumman
Corporation and NaPro Biotherapeutics, Inc. Dr. Frost was Chairman of the
Department of Dermatology at Mt. Sinai Medical Center of Greater Miami from
1972 to 1990. Dr. Frost is a trustee of the University of Miami and a member
of the Board of Governors of the American Stock Exchange, Inc.

ISAAC KAYE. Mr. Kaye, age 66, has been a Director of Whitman since April
6, 1992. Mr. Kaye has been Deputy Chief Executive Officer and a director of
IVAX Corporation since December 1990, Chief Executive Officer of Norton
Health Care Limited since December 1990 and an employee of Norton Health Care
Limited since 1988, and from 1985 to 1988 Mr. Kaye was a consultant to that
company.

PETER S. KNIGHT. Mr. Knight, age 45, has been a director of Whitman since
December 20, 1994. Mr. Knight, an attorney, is a member of the law firm of
Wunder, Diefenderfer, Cannon & Thelen. He is currently on leave from his firm
to be President Clinton's Campaign Manager at Clinton/Gore '96. Mr. Knight
was Chairman of the Vice Presidential Campaign for Clinton/Gore in 1992, was
Deputy Director of Personnel in the Clinton/Gore presidential transition and
a Consultant to the Office of Presidential Personnel. From 1989 to 1991 Mr.
Knight was General Counsel and Secretary to Medicis Pharmaceutical
Corporation. Mr. Knight is a director of COMSAT and Wertheim Schroeder
Investment Services.

RICHARD C. PFENNIGER, JR. Mr. Pfenniger, age 40, has been a director of
Whitman since April 6, 1992. Mr. Pfenniger has been Chief Operating Officer
of IVAX Corporation since May 1994. He served as Senior Vice President--Legal
Affairs and General Counsel of IVAX from 1989 to May 1994, and as Secretary
from 1990 to 1994. Prior to joining IVAX, Mr. Pfenniger was engaged in
private law practice. Mr. Pfenniger is a director of NaPro Biotherapeutics,
Inc. and North American Vaccine, Inc.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

RANDY S. PROTO. Mr. Proto, age 38, has been President of Whitman since
November 25, 1994. For seven years prior thereto, Mr. Proto was Chief
Executive Officer and had ownership interests in eleven

24
<PAGE>
proprietary schools in four states. For eight years prior thereto, Mr. Proto
was employed by Computer Processing Institute. Among the positions he held at
that institution were Vice President and School Director, Director of
Admissions and Marketing, Director of Finance and Financial Aid, Director of
Placement and Director of Education.

RICHARD B. SALZMAN. Mr. Salzman, age 35, joined Whitman as Vice
President--Legal Affairs and General Counsel on March 1, 1996. On March 18,
1996, Mr. Salzman was also appointed Secretary of Whitman. For approximately
ten years prior to joining Whitman, Mr. Salzman was engaged in private law
practice in Miami, Florida, primarily with the firm of Homer & Bonner, P.A.

FERNANDO L. FERNANDEZ. Mr. Fernandez, age 35, joined Whitman as Vice
President--Finance, Treasurer and Chief Financial Officer on February 9,
1996. Prior to joining the Company, Mr. Fernandez, a certified public
accountant, served as Chief Financial Officer of Frost-Nevada Limited
Partnership since 1991. Previously, Mr. Fernandez served as Audit Manager for
Coopers & Lybrand in Miami.

BRETT COMBS. Mr. Combs, age 37, has been President of Sanford-Brown since
the acquisition in December 1994. From 1987 through 1994, Mr. Combs was employed
by Sanford-Brown in various capacities including Executive Vice President of
Operations, Director of the Des Peres Campus and Vice President of Marketing.

DAVID O'DONNELL. Mr. O'Donnell, age 54, has been President of Colorado
Tech since March 1986 and Chairman of the Board of Colorado Tech since April
1986. Mr. O'Donnell also served as President of MDJB, Inc., the parent of
Colorado Tech, from April 1986 through the merger of MDJB, Inc. with Whitman.

WILLIAM LICHTENSTEIN. Mr. Lichtenstein, age 36, a certified public
accountant, has served as President of Ultrasound Technical Services, Inc.
since January 1995 and as a director since March 1996. From 1991 through
1995, Mr. Lichtenstein served as the Director of Operations of Ultrasound
Technical Services, Inc. For two years prior thereto, Mr. Lichtenstein was a
marketing representative for CSC Healthcare Systems, Inc.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Whitman's
directors, executive officers and 10% shareholders to file initial reports of
ownership and reports of changes in ownership of Whitman's common stock and
other equity securities with the Securities and Exchange Commission and the
American Stock Exchange. Directors, executive officers and 10% shareholders
are required to furnish Whitman with copies of all Section 16(a) forms they
file. Based on a review of the copies of such reports furnished to Whitman
and written representations from Whitman's directors and executive officers
that no other reports were required, Whitman believes that during 1996
Whitman's directors, executive officers and 10% shareholders complied with
all Section 16(a) filing requirements applicable to them, except that
Fernando Fernandez filed late his initial report of ownership of shares of
Whitman's common stock upon becoming an executive officer of Whitman.

25
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table contains certain information regarding aggregate
compensation paid or accrued by the Company to the chief executive officer of
the Company and to each of the four most highly compensated executive
officers other than the chief executive officer.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------- ----------------
NAME AND YEAR ENDED SALARY STOCK OPTIONS
PRINCIPAL POSITION MARCH 31, ($) (#)(1)
- ------------------- ------------- ---------- ----------------
Randy Proto, 1996 150,000 0
President 1995 43,269 550,000
1994 0 0

- --------
(1) All share amounts have been adjusted for a two-for-one stock split
effected as of May 13, 1996.

Randy S. Proto receives an annual salary of $150,000. He has no employment
agreement with Whitman. In consideration of Mr. Proto's agreement to enter
the employ of Whitman and become its President in November 1994, Mr. Proto
was granted options to purchase 550,000 (adjusted for the two-for-one stock
split effected as of May 13, 1996) of Whitman's Common Stock at a price of
$2.125 per share (as adjusted for the split). The options granted to Mr.
Proto vest over a period of five years. The first portion of those options
(170,000 shares, adjusted for the split) vested on November 25, 1995.

The following table sets forth information concerning stock option
exercises during fiscal 1996 by each of the executive officers named in the
"Summary Compensation Table" above and the fiscal year-end value of
unexercised options held by each such executive officer.

STOCK OPTION EXERCISES IN FISCAL 1996
AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT MARCH 31, 1996 AT MARCH 31, 1996(2)
-------------------------------- --------------------------------
NAME AND EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
PRINCIPAL POSITION (#)(1) (#)(1) ($) ($)
- ------------------- -------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Randy Proto, 170,000 380,000 606,050 1,354,700
President

<FN>
- --------
(1) All share amounts have been adjusted for a two-for-one stock split
effected as of May 13, 1996.

(2) The value of unexercised in-the-money options represents the number of
options held at year-end 1996 multiplied by the difference between the
exercise price and $5.69, the closing price of Whitman's common stock at
March 31, 1996 after adjustment for the two-for-one stock split effected
as of May 13, 1996.
</FN>
</TABLE>

DIRECTOR COMPENSATION

The Company's Directors and Consultants Stock Option Plan provides that
once a year members of the Company's Board of Directors who are not employees
of the Company automatically receive stock options in accordance with a
formula award. In fiscal 1996, pursuant to that provision, options at an
exercise price of $6.375 per share ($3.187 after adjustment for the stock
split) were automatically granted to Dr. Frost (50,000 shares after
adjustment for the stock split), and to Mr. Kaye, Mr. Pfenniger, Dr. Borsting
and Mr. Knight (10,000 shares each after adjustment for the stock split).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 1996, Whitman's Compensation Committee of the Board of
Directors consisted of Dr. Frost and Isaac Kaye. Neither Dr. Frost nor Mr.
Kaye is or has been an executive officer or

26
<PAGE>
employee of Whitman or any of its subsidiaries and no interlocking
relationship exists between either individual and the directors and executive
officers of Whitman.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SECURITY HOLDERS

The following table sets forth certain information as of May 31, 1996
concerning stock ownership of all persons known by the Company to own
beneficially in excess of five percent of the Company's Common Stock. Except
as otherwise indicated, all shares are beneficially owned and the sole
investment and voting power is held by each person set forth herein.

NAME AND ADDRESS OF NUMBER PERCENT
BENEFICIAL HOLDER OF SHARES(1) OF CLASS
- ------------------- --------------- -----------
Frost-Nevada, 5,289,628(2) 37.3%
Limited Partnership
3500 Lakeside Court
Suite 200
Reno, Nevada 89509

Azure Limited 1,200,000(3) 10.2%
c/o Charter Management Limited
P.O. Box 134
Town Mills
Trinity Square
St. Peter Fort
Guernsey Channel Islands

David D. O'Donnell 846,958(4) 7.2%
Colorado Technical University
4435 N. Chestnut Street
Colorado Springs, Colorado 80907

The Marilyn O'Sullivan 800,112(4) 6.8%
Family Trust
Colorado Technical University
4435 North Chestnut Street
Colorado, Springs, Colorado 80907

James L. Combs 59,040(5) *
Big Beaver Ranch
30300 State Highway 76
Bradleyville, Missouri 65614

* Represents beneficial ownership of less than five percent.

(1) All share amounts have been adjusted for a two-for-one stock split of
Whitman's common stock effected as of May 13, 1996.

(2) Includes 200,000 shares which may be acquired pursuant to stock options
held by Dr. Frost exercisable within 60 days of May 31, 1996 and
2,150,000 shares which may be acquired pursuant to stock purchase
warrants held by Frost-Nevada, Limited Partnership (of which Dr. Frost is
the sole limited partner and sole shareholder, officer and director of
Frost-Nevada Corporation, the general partner), exercisable within 60
days of May 31, 1996. Exercise of these warrants and options are subject
to the restrictions of the New Jersey Shareholders Protection Act. Dr.
Frost is the Chairman of the Board of Directors of Whitman.

(3) Azure Limited holds the shares as trustee for Charter Trust Company, the
trustee of the I. Kaye Family Trust, created by Mr. Isaac Kaye in 1988.
The beneficiaries of the I. Kaye Family Trust may include, among others,
Mr. Kaye's children. Mr. Kaye is neither a beneficiary nor a trustee of
such trust, and he disclaims beneficial ownership of all of the shares
owned by Azure Limited. Mr. Kaye is a director of Whitman.

(4) All of the referenced shares are held in escrow as provided in the
Agreement and Plan of Merger pursuant to which MDJB, Inc., the former
parent of Colorado Tech which operated Colorado Tech prior to the merger,
was merged with and into a wholly-owned subsidiary of Whitman. The
Agreement and Plan of Merger provides for the release or return to
Whitman of

27
<PAGE>
all of the escrowed shares upon the occurrence of certain contingencies.
(See Item 1. Business--Acquisition of Colorado Tech) David D. O'Donnell
is the President of the Whitman subsidiary, MDJB, Inc., and Colorado Tech.

(5) Does not include 1,021,512 shares originally registered in the name of
SBC Liquidating, Inc. that are held in escrow in connection with the
purchase by Whitman of Sanford-Brown College. Originally, 609,038 shares
of Whitman's Common Stock were registered in the name of SBC Liquidating,
Inc. and were delivered into escrow under an agreement which provides for
the release or return to Whitman of all or a portion of the escrowed
shares upon the occurrence of certain contingencies. In May of 1995,
98,282 (196,564 adjusted for the subsequent stock split) of the escrowed
shares were delivered to SBC Liquidating, Inc. pursuant to the escrow
agreement. The balance of the escrowed shares remain in escrow and
continue to be subject to return to Whitman upon the occurrence of
certain contingencies. In March, 1996, SBC Liquidating, Inc. was
dissolved and all Whitman stock held in its name, including the shares in
escrow, was transferred to James L. Combs as the sole shareholder of SBC
Liquidating, Inc. Mr. Combs transferred a portion of the shares released
from escrow (98,232 shares adjusted for the subsequent stock split) to
his son Brett S. Combs. James Combs disclaims beneficial ownership of the
remaining escrowed shares.

STOCK OWNERSHIP BY MANAGEMENT

The following table sets forth certain information as of May 31, 1996
concerning the number of shares of Common Stock beneficially owned by each
director, each executive officer named above in the "Summary Compensation
Table" and by all directors and executive officers as a group. Unless
otherwise indicated, all shares are owned directly by the person indicated
who holds sole voting and investment power.

NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT
BENEFICIAL HOLDER OWNED(1)(2) OF CLASS
- ------------------- -------------------- -----------
Jack R. Borsting 20,600(3) *
University of Southern California
School of Business
Administration, DCC-217
Los Angeles, California 90089-0871

Phillip Frost, M.D. 5,289,628(4) 37.3%
IVAX Corp.
4400 Biscayne Boulevard
Miami, Florida 33137

Isaac Kaye 40,000(5) *
Norton Healthcare
Gemini House--Flex Meadow
Harlow, Essex, UK CM19 5TJ

Peter S. Knight 20,000(3) *
1615 L. Street, N.W., Suite 650
Washington, D.C. 20036

Richard C. Pfenniger, Jr. 90,000(3) *
IVAX Corp.
4400 Biscayne Boulevard
Miami, Florida 33137

Randy S. Proto 170,200(3) 1.4%
4400 Biscayne Boulevard, 6th Floor
Miami, Florida 33137

William Lichtenstein 31,250(6) *
4400 Biscayne Boulevard
6th Floor
Miami, Florida 33137

Brett S. Combs 98,232 *
Sanford Brown College, Inc.
1655 Des Peres Road, Suite 150
St. Louis, MO 63131

28
<PAGE>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT
BENEFICIAL HOLDER OWNED(1)(2) OF CLASS
- ------------------- -------------------- -----------
All directors and executive officers
as a group (11 persons) 6,656,868(7) 45.6%

- ----------
* Represents beneficial ownership of less than one percent.

(1) All share amounts have been adjusted for a two-for-one stock split of
Whitman's common stock effected as of May 13, 1996.

(2) For purposes of this table, beneficial ownership is computed pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934; the inclusion of
shares as beneficially owned should not be construed as an admission that
such shares are beneficially owned for purposes of Section 16 of the
Securities Exchange Act of 1934.

(3) Includes shares which may be acquired pursuant to stock options
exercisable within 60 days of May 31, 1996 as follows: Dr. Borsting
(20,000); Mr. Knight (20,000); Mr. Pfenniger (90,000); and Mr. Proto
(170,000).

(4) Includes 2,150,000 shares which may be acquired pursuant to stock
purchase warrants held by Frost-Nevada, Limited Partnership (of which Dr.
Frost is the sole limited partner and sole shareholder, officer and
director of Frost-Nevada Corporation, the general partner), exercisable
within 60 days of May 31, 1996 and 200,000 shares which may be acquired
pursuant to stock options held by Dr. Frost exercisable within 60 days of
May 31, 1996. Exercise of these warrants and options are subject to the
restrictions of the New Jersey Shareholders Protection Act.

(5) Includes 40,000 shares which may be acquired pursuant to stock options
exercisable within 60 days of May 31, 1996. Mr. Kaye disclaims beneficial
ownership of an additional 1,200,000 shares held by Azure Limited, as
Trustee. See "Principal Security Holders."

(6) Includes 31,250 shares which may be acquired pursuant to stock options
exercisable within 60 days of May 31, 1996. Mr. Lichtenstein disclaims
beneficial ownership of an additional 8,000 shares held of record by Mr.
Lichtenstein's wife in trust for their children.

(7) Includes shares described in footnotes (3) through (6) above which may be
acquired by the individuals indicated, 846,958 additional shares issued
and outstanding held in escrow in connection with the MDJB merger and
50,000 additional shares which may be acquired pursuant to stock options
exercisable within 60 days of May 31, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Whitman currently occupies administrative offices in Miami, Florida which
are owned by IVAX Corporation. A lease between Whitman and IVAX Corporation
is currently being negotiated. Certain directors of Whitman are also
directors and executive officers of IVAX Corporation. In addition, Dr. Frost
is a principal shareholder of IVAX Corporation. See "Item 10--Directors and
Executive Officers of the Registrant."

In April 1995, Career Master, a company 40% owned by Randy S. Proto,
entered into an agreement with Ultrasound Diagnostic School pursuant to which
Career Master would implement at Ultrasound Diagnostic School its system of
organizing and operating job placement departments for use at the Ultrasound
Diagnostic School teaching facilities. In addition to paying a small fee for
the service, Ultrasound Diagnostic School agreed to purchase, over a two year
period, approximately $160,000 in text books and related materials from
Career Master to be resold to Ultrasound Diagnostic School students. In
connection with the transaction, options to purchase 10,000 shares (20,000
shares after giving effect to the two-for-one stock split effected as of May
13, 1996) were granted to a principal of Career Master who is not related to
Mr. Proto. In fiscal 1996, Ultrasound Diagnostic School purchased $66,621 in
textbooks from Career Master pursuant to this arrangement.

In fiscal 1996, Ultrasound Diagnostic School paid rent totalling $70,800
for the premises in which Ultrasound Diagnostic School operates its Pompano,
Florida Ultrasound Diagnostic School to a partnership in which Joseph
Lichtenstein is a partner. Joseph Lichtenstein is the father of William
Lichtenstein, the president of Ultrasound Technical Services, Inc. Mr. Joseph
Lichtenstein is also a principal in the company that manages that building.
Also in fiscal 1996, Ultrasound Diagnostic School purchased approximately
$202,600 in medical equipment and supplies from a medical supply distributor
owned by William Lichtenstein's mother at prices at least as favorable as
Ultrasound Diagnostic School would have paid to third parties. This same
distributor is the exclusive licensee of Whitman's change-in-temperature
indicator utilized in the transportation and storage of blood. Royalties
received by Whitman in connection with this license are not significant.

29
<PAGE>
In fiscal 1995, in connection with the acquisition of Sanford-Brown,
Frost-Nevada Limited Partnership, a company beneficially owned by Dr. Phillip
Frost, agreed to guaranty for the benefit of Whitman an $8,500,000 credit
facility consisting of a $6,000,000 term loan and $2,500,000 revolving credit
loan. In fiscal 1996, Frost-Nevada was issued warrants to purchase 650,000
shares of Whitman's common stock at a price of $8.50 per share (1,300,000
shares at a price of $4.25 per share as adjusted for the two-for-one stock
split effected as of May 13, 1996) in consideration of Frost-Nevada's renewal
of its guarantee of that indebtedness in connection with the extension of
that credit facility. The number of warrants exercisable by Frost-Nevada at
any time is subject to the restrictions of the New Jersey Shareholders
Protection Act.

James Combs, the beneficial owner of the company from which Sanford-Brown
was acquired and the father of Brett Combs, the President of Sanford-Brown,
is the beneficial owner of three buildings occupied by
Sanford-Brown under lease agreements. In fiscal 1996, Sanford-Brown paid Mr.
Combs rent totalling $428,982.

30
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS

The following consolidated financial statements are filed as a part of
this report:

Report of Independent Certified Public Accountants

Consolidated Balance Sheet

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flow

Notes to Consolidated Financial Statements

(a)(2) FINANCIAL STATEMENT SCHEDULES

All of the financial statement schedules have been omitted because of the
absence of the conditions under which they are required or because the
required information is included in the consolidated financial statements or
the notes thereto.

(a)(3) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
3.1 Certificate of Incorporation, as amended Incorporated by reference to Whitman's Form 8-K dated
April 11, 1996.

3.2 By-Laws, as amended Filed herewith.

10.1 Common Stock Purchase Agreement between Incorporated by reference to Whitman's Report on Form
Whitman Medical Corp. and certain 8-K dated April 6, 1992.
investors, dated as of April 6, 1992

10.2 Registration Rights Agreement dated as of Incorporated by reference to Whitman's Report on Form
April 6, 1992 8-K dated April 6, 1992.

10.3 Amended and Restated 1986 Directors and Incorporated by reference to Whitman's Registration
Consultants Stock Option Plan Statement on Form S-8 filed September 9, 1992.

10.4 1992 Incentive Stock Option Plan Incorporated by reference to Whitman's Proxy Statement
for the Annual Meeting of Shareholders held on November
19, 1992

10.5 Asset Purchase Agreement, dated November 30, Incorporated by reference to Whitman's Report on Form
1994 among Whitman Medical Corp., Whitman 8-K dated November 30, 1994.
Acquisition Corporation, Sanford-Brown
College, Inc., James L. Combs*
</TABLE>

31
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
10.6 Escrow Agreement dated December 21, 1994, Incorporated by reference to Whitman's Report on Form
among Whitman Acquisition Corporation, 8-K dated December 21, 1994.
Sanford-Brown College, Inc., and Midlantic
Bank, N.A., as Escrow Agent

10.7 Non-Competition Agreement dated December 21, Incorporated by reference to Whitman's Report on Form
1994 among Whitman Acquisition Corporation, 8-K dated December 21, 1994.
Sanford Brown College, Inc., James L. Combs

10.8 Employment Agreement dated December 21, 1994 Incorporated by reference to Whitman's Report on Form
between Whitman Acquisition Corporation and 8-K dated December 21, 1994.
Brett Combs

10.9 Credit Agreement dated December 20, 1994 Incorporated by reference to Whitman's Report on Form
among Bank of America Illinois, Whitman 8-K dated December 21, 1994.
Medical Corp. and Frost-Nevada, Limited
Partnership

10.10 Form of Term Note dated December 20, 1994 by Incorporated by reference to Whitman's Report on Form
Whitman Medical Corp. in favor of Bank of 8-K dated December 21, 1994.
America Illinois

10.11 Form of Revolver Note dated December 20, Incorporated by reference to Whitman's Report on Form
1994 by Whitman Medical Corp. in favor of 8-K dated December 21, 1994
Bank of America Illinois

10.12 Form of Stock Purchase Warrant to purchase Incorporated by reference to Whitman's Report on Form
575,000 shares of common stock to be issued 8-K dated issued December 21, 1994.
by Whitman Medical Corp. in favor of
Frost-Nevada, Limited Partnership

10.13 Agreement and Plan of Merger dated September Incorporated by reference to Whitman's Form 8-K
12, 1995 among Whitman Education Group, dated April 11, 1996.
Inc., Whitman Medical Acquisition Corp. and
M.D.J.B., Inc. *

10.14 First Amendment to Agreement and Plan of Incorporated by reference to Whitman's Form 8-K
Merger dated December 13, 1995 among Whitman dated April 11, 1996.
Education Group, Inc., Whitman Medical
Acquisition Corp. and M.D.J.B., Inc.

10.15 Form of Amendment to Credit Agreement Incorporated by reference to Whitman's Report on Form
Agreement dated February 26, 1996 among Bank 8-K dated February 26, 1996.
of America Illinois, Whitman Medical 1996.
Corp. and Phillip Frost
</TABLE>

32
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
<S> <C> <C>
10.16 Form of Term Note dated February 26, 1996 by Incorporated by reference to Whitman's Report on Form
Whitman Medical Corp. in favor of Bank of 8-K dated February 26, 1996.
America Illinois

10.17 Form of Revolver Note dated February 26, Incorporated by reference to Whitman's Report on Form
1996 by Whitman Medical Corp. in favor of 8-K dated February 26, 1996.
Bank of America Illinois

10.18 Stock Purchase Warrant to purchase 650,000 Incorporated by reference to Whitman's Report on Form
shares of common stock issued by Whitman 8-K dated February 26, 1996.
Medical Corp. 8-K dated February 26, 1996.
in favor of Phillip Frost

10.19 Employment Agreement dated as of March 29, Incorporated by reference to Whitman's Report on Form
1996 by and between M.D.J.B., Inc. and 8-K dated April 11, 1996.
David O'Donnell 8-K/A-1 dated April 11,
1996.

11 Statement re computation of per share Filed herewith.
earnings

21 Subsidiaries Filed herewith.

23.1 Consent of Ernst & Young LLP Filed herewith.

23.2 Consent of Stockman Kast Ryan & Scruggs Filed herewith.

27 Financial Data Schedule Filed herewith.

99 Report of Stockman Kast Ryan & Scruggs Filed herewith.

<FN>
- --------
* Certain exhibits and schedules to this document have not been filed. The
Registrant agrees to furnish a copy of any omitted schedule or exhibit to
the Securities and Exchange Commission upon request.
</FN>
</TABLE>

(b) Whitman filed a Current Report on Form 8-K dated February 26, 1996
reporting (i) the execution of the Amendment to Credit Agreement with Bank of
America Illinois, originally executed in December 1994 in connection with the
acquisition of Sanford-Brown, extending the Company's term loan for a period
of three years and extending the revolving credit facility for 18 months; and
(ii) the relocation of the Company's executive offices from Iselin, New
Jersey to Miami, Florida.

33
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

WHITMAN EDUCATION GROUP, INC.

By: /s/ Randy S. Proto
--------------------------
Randy S. Proto, President

Dated: June 28, 1996

Pursuant to the requirements of the Securities Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ FERNANDO L. FERNANDEZ Chief Financial Officer June 28, 1996
- ------------------------------- (Principal Financial Officer)
Fernando L. Fernandez

/s/ STEVEN STENMARK Controller June 28, 1996
- -------------------------------
Steven Stenmark

/s/ PHILLIP FROST, M.D. Chairman of the Board June 28, 1996
- -------------------------------
Phillip Frost, M.D.

/s/ ISAAC KAYE Director June 28, 1996
- -------------------------------
Isaac Kaye

/s/ RICHARD C. PFENNIGER, Jr. Director June 28, 1996
- -------------------------------
Richard C. Pfenniger, Jr.

/s/ DR. JACK BORSTING Director June 28, 1996
- -------------------------------
Dr. Jack Borsting

/s/ PETER S. KNIGHT Director June 28, 1996
- -------------------------------
Peter S. Knight

34
<PAGE>

WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

CONTENTS

PAGE
---------
Report of Independent Certified Public Accountants ........ F-2

Consolidated Balance Sheets ................................ F-3

Consolidated Statements of Operations ...................... F-4

Consolidated Statements of Changes in Stockholders' Equity F-5

Consolidated Statements of Cash Flows ...................... F-6

Notes to Consolidated Financial Statements ................. F-8

F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Whitman Education Group, Inc.

We have audited the accompanying consolidated balance sheets of Whitman
Education Group, Inc. and subsidiaries as of March 31, 1996 and 1995 and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended March 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. We did not audit the financial statements of
M.D.J.B., Inc., a wholly-owned subsidiary, which statements reflect total
assets constituting 15% in 1996 and 13% in 1995, and total revenues
constituting 22% in 1996, 40% in 1995 and 53% in 1994 of the related
consolidated totals. Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to
data included for M.D.J.B., Inc., is based solely on the report of the other
auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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. We believe that our audits and the report
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Whitman Education Group,
Inc. and subsidiaries at March 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years
in the period ended March 31, 1996, in conformity with generally accepted
accounting principles.

/s/ [ERNST AND YOUNG LLP]

Miami, Florida
June 12, 1996, except for
the sixth paragraph of
Note 2, as to which the
date is June 24, 1996

F-2
<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31,
------------------------------
1996 1995*
-------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................................... $ 2,744,823 $ 1,787,281
Restricted cash ......................................................... 363,314 346,026
Accounts receivable, less allowance for doubtful accounts
of $1,314,631 in 1996 and $1,011,808 in 1995 .......................... 15,619,237 15,966,853
Inventories ............................................................. 795,350 525,539
Deferred income tax asset ............................................... 515,041 --
Other current assets .................................................... 805,137 812,139
-------------- --------------
Total current assets ...................................................... 20,842,902 19,437,838
-------------- --------------
Property and equipment, net ............................................... 7,017,181 5,327,565
Marketable securities -related party ...................................... 776,250 750,000
Deferred costs, net of accumulated amortization
of $1,043,703 in 1996 and $612,432 in 1995 .............................. 553,929 644,322
Deposits and other assets, net of accumulated amortization
of $110,664 in 1996 and $0 in 1995 ...................................... 1,025,633 467,259
Goodwill .................................................................. 2,529,693 2,572,979
Restricted cash -escrow ................................................... 2,581,317 2,400,000
-------------- --------------
$35,326,905 $31,599,963
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................ $ 1,549,494 $ 1,452,381
Accrued expenses ........................................................ 1,537,216 932,838
Income taxes payable .................................................... 348,851 122,651
Current portion of capitalized lease obligations ........................ 919,050 595,988
Deferred income tax liability ........................................... -- 27,758
Deferred tuition revenue ................................................ 11,705,521 11,699,269
-------------- --------------
Total current liabilities ................................................. 16,060,132 14,830,885
-------------- --------------
Deferred income tax liability ............................................. 3,640 46,232
Other liability ........................................................... 383,813 --
Capitalized lease obligations ............................................. 1,994,035 1,843,337
Long-term debt ............................................................ 9,500,000 7,623,621
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, authorized 100,000,000 shares, issued and
outstanding, excluding shares held in escrow, 10,311,782 shares in 1996
and 10,209,366 shares in 1995 .......................................... 7,590,793 7,445,777
Additional paid-in capital................................................ 616,500 280,500
Retained earnings ........................................................ 62,040 162,611
Treasury stock, 232,714 shares in 1996 and 116,748 in 1995 .............. (774,773) (430,500)
Net unrealized loss on noncurrent marketable securities .................. (109,275) (202,500)
-------------- --------------
Total stockholders' equity ................................................ 7,385,285 7,255,888
-------------- --------------
$35,326,905 $31,599,963
============== ==============
<FN>
- --------
* As restated--See Note 1
</FN>
</TABLE>

See accompanying notes to financial statements.

F-3
<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED MARCH 31,
-----------------------------------------------
1996 1995 1994
-------------- -------------- --------------
<S> <C> <C> <C>
REVENUES
Tuition .............................................. $36,337,211 $17,493,309 $12,245,477
Other educational materials .......................... 3,131,035 1,357,082 735,046
Other ................................................ 762,883 776,390 240,216
-------------- -------------- --------------
Total revenues ....................................... 40,231,129 19,626,781 13,220,739
-------------- -------------- --------------
COSTS AND EXPENSES
Cost of educational services ......................... 22,478,961 12,297,033 9,038,267
Student services and administrative expense ......... 14,968,090 6,150,333 3,518,742
Bad debt expense ..................................... 1,835,736 892,983 124,299
-------------- -------------- --------------
Total costs and expenses ............................. 39,282,787 19,340,349 12,681,308
-------------- -------------- --------------
Income from operations ............................... 948,342 286,432 539,431
Interest income ...................................... 39,218 58,075 74,037
Interest expense ..................................... (1,224,604) (368,946) (118,115)
-------------- -------------- --------------
(Loss) income before income tax (benefit) provision . (237,044) (24,439) 495,353
Income tax (benefit) provision ....................... (136,473) 122,172 142,534
-------------- -------------- --------------
Net (loss) income .................................... $ (100,571) $ (146,611) $ 352,819
============== ============== ==============
(Loss) income per share of common stock .............. $ (0.01) $ (0.02) $ 0.04
============== ============== ==============
Average number of common stock and common stock
equivalent shares outstanding, excluding common
stock shares held in escrow ........................ 10,235,956 9,273,816 9,791,642
============== ============== ==============
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED MARCH 31, 1996, 1995 AND 1994

NET
UNREALIZED
(LOSS)
GAIN ON
COMMON ADDITIONAL RETAINED NONCURRENT
SHARES COMMON PAID-IN EARNINGS TREASURY MARKETABLE
OUTSTANDING STOCK CAPITAL (DEFICIT) STOCK SECURITIES TOTAL
----------- ---------- ---------- --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1993 ......... 8,998,542 $5,578,949 $ -- $ (43,597) $(430,500) $(228,750) $4,876,102
Shares issued for exercise
of stock options ................ 203,400 259,987 -- -- -- -- 259,987
Shares repurchased and cancelled . -- (112,999) -- -- -- -- (112,999)
Shares issued for cash ............ -- 315,524 -- -- -- -- 315,524
Net unrealized gain on non-current
marketable securities ........... -- -- -- -- -- 26,250 26,250
Net income ........................ -- -- -- 352,819 -- -- 352,819
---------- ---------- -------- --------- --------- --------- ----------
Balance at March 31, 1994 ......... 9,201,942 6,041,461 -- 309,222 (430,500) (202,500) 5,717,683
Shares issued for exercise
of stock options and warrants ... 810,960 1,002,942 -- -- -- -- 1,002,942
Shares issued in acquisition ..... 196,464 500,000 -- -- -- -- 500,000
Value of warrants issued
for loan guarantee .............. -- -- 280,500 -- -- -- 280,500
Shares repurchased and
cancelled ....................... -- (98,626) -- -- -- -- (98,626)
Net loss .......................... -- -- -- (146,611) -- -- (146,611)
---------- ---------- -------- --------- --------- --------- ----------
Balance at March 31, 1995* ........ 10,209,366 7,445,777 280,500 162,611 (430,500) (202,500) 7,255,888
Shares issued for exercise
of options ...................... 218,382 426,121 -- -- -- -- 426,121
Shares repurchased in connection
with exercise of options ........ (115,966) -- -- -- (344,273) -- (344,273)
Value of warrants issued
for loan guarantee .............. -- -- 336,000 -- -- -- 336,000
Shares repurchased and cancelled . -- (306,000) -- -- -- -- (306,000)
Shares issued for cash ............ -- 24,895 -- -- -- -- 24,895
Net unrealized gain on non-current
marketable securities ........... -- -- -- -- -- 93,225 93,225
Net loss .......................... -- -- -- (100,571) -- -- (100,571)
---------- ---------- -------- --------- --------- --------- ----------
Balance at March 31, 1996 ......... 10,311,782 $7,590,793 $616,500 $ 62,040 $(774,773) $(109,275) $7,385,285
========== ========== ======== ========= ========= ========= ==========

<FN>
- --------
* AS RESTATED--SEE NOTE 1
</FN>
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

F-5
<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED MARCH 31,
-----------------------------------------------
1996 1995 1994
-------------- ------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ............................................... $ (100,571) $ (146,611) $ 352,819
Adjustments to reconcile net (loss) income to net cash provided
by (used in) operating activities: ............................
Depreciation and amortization ................................ 1,930,116 1,058,971 732,191
Bad debt expense ............................................... 1,835,736 893,043 124,299
Deferred tax (benefit) provision ............................... (482,917) 32,456 12,140
Issuance of stock for services ................................. -- -- 59,523
Loss on sale of equipment ...................................... 21,828 9,338 3,307
Changes in operating assets and liabilities, net of effects
from purchase of Sanford-Brown College:
Restricted cash ........................................... (17,288) (346,026) --
Accounts receivable .......................................... (1,488,120) (6,410,532) (2,202,349)
Inventories .................................................. (269,811) (220,665) (18,643)
Other current assets ......................................... 208,402 (174,540) 8,306
Deferred costs ............................................... (4,878) (191,792) (136,935)
Deposits and other assets .................................... (172,592) (90,377) (12,813)
Accounts payable ............................................. 97,113 187,189 66,060
Accrued expenses ............................................. 477,102 32,120 (176,816)
Income taxes payable ......................................... 190,701 17,272 (13,706)
Deferred tuition revenue ..................................... 6,252 3,226,597 394,529
Other ........................................................ (24,427) 34,041 3,735
-------------- -------------- --------------
Net cash provided by (used in) operating activities .......... 2,206,646 (2,089,516) (804,353)
-------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Sanford-Brown College ............................ -- (2,590,110) --
Payments into escrow for acquisition of
Sanford-Brown College ......................................... (181,317) (2,400,000) --
Purchase of property and equipment .............................. (1,882,873) (682,224) (297,336)
Proceeds from sale of equipment ................................. 24,048 45,700 4,200
-------------- -------------- --------------
Net cash used in investing activities ........................... (2,040,142) (5,626,634) (293,136)
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term bank loan ............................... -- 6,000,000 --
Proceeds from revolving line of credit
and long-term borrowings ...................................... 7,390,000 2,428,621 287,000
Principal payments on revolving line of credit,
long-term borrowings and other liability ...................... (5,623,533) (842,000) (270,000)
Principal payments on capitalized lease obligations ............ (776,172) (392,985) (334,644)
Proceeds from exercise of options and warrants .................. 81,848 1,002,942 259,987
Proceeds from sale of common stock .............................. 24,895 -- 213,024
Repurchase of common stock ...................................... (153,000) (98,626) (112,999)
Principal payments on note to former stockholder ................ (153,000) -- --
Principal payments received on notes ............................ -- -- 109,478
-------------- -------------- --------------
Net cash provided by financing activities ....................... 791,038 8,097,952 151,846
-------------- -------------- --------------
Increase (decrease) in cash and cash equivalents ................ 957,542 381,802 (945,643)
Cash and cash equivalents at beginning of year .................. 1,787,281 1,405,479 2,351,122
-------------- -------------- --------------
Cash and cash equivalents at end of year ........................ $ 2,744,823 $ 1,787,281 $ 1,405,479
============== ============== ==============
</TABLE>
Continued on the following page.

F-6
<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS --(CONTINUED)

YEARS ENDED MARCH 31,
------------------------------------------
1996 1995 1994
------------- ------------- -----------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
AND INVESTING ACTIVITIES:

Long-term maintenance contract financed
through leasing company ................................ $ 621,000 -- --
============= ============= ===========
Equipment acquired under capital leases .................. $1,157,133 $1,782,960 $556,611
============= ============= ===========
Note issued in connection with repurchase of common stock $ 153,000 -- --
============= ============= ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid ............................................ $ 984,992 $ 324,375 $113,780
============= ============= ===========
Income taxes paid ........................................ $ 148,405 $ 141,955 $124,212
============= ============= ===========
Stock issued in connection with acquisition .............. -- $ 500,000 --
============= ============= ===========
</TABLE>

See accompanying notes to financial statements.

F-7
<PAGE>

WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Whitman Education Group, Inc. and Subsidiaries' ("Whitman" or the
"Company") primary business is the operation of degree and non-degree
granting proprietary schools devoted to career program training primarily in
the medical, technical, and business fields. The Company's operations are
conducted through its three wholly-owned subsidiaries: Ultrasound Technical
Services, Inc. ("UDS"), Sanford Brown College, Inc. ("SBC") and M.D.J.B.,
Inc. ("MDJB"). The revenues generated from these subsidiaries primarily
consist of tuition and fees paid by students. The majority of students rely
on funds received from federal financial aid programs under Title IV of the
Higher Education Act of 1965 to pay for a substantial portion of their
tuition.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Whitman
Education Group, Inc. and its subsidiaries, all of which are wholly-owned.
All significant intercompany balances and transactions have been eliminated
in consolidation.

RESTATEMENT

The 1995 Consolidated Balance Sheet and Consolidated Statement of Changes
in Stockholders' Equity have been restated to reflect $105,500 of additional
deferred interest expense associated with warrants issued in connection with
the guarantee of debt. See Note 10.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid short-term investments with an
original maturity of three months or less to be cash equivalents.

RESTRICTED CASH

Restricted cash is invested in U.S. government securities and is
restricted for payment of student refunds, as required by the United States
Department of Education (DOE). While the funds are immediately available for
refunds, they are currently invested. Such cash is restricted for refunds at
March 31, 1996 as follows:

MDJB ............ $ 34,026
SBC ............. 174,288
UDS ............. 155,000
----------
$363,314
==========

REVENUES, ACCOUNTS RECEIVABLE AND DEFERRED TUITION REVENUE

Upon enrollment, the Company bills the student for the full contract
amount of the course, the academic year, or the academic term, as applicable,
resulting in the recording of an accounts receivable and a corresponding
deferred tuition revenue liability. The deferred tuition revenue liability is
reduced and recognized into income over the term of the relevant period being
attended by the student.

F-8
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

INVENTORY

Inventory consists primarily of books, uniforms and supplies and is valued
at the lower of cost or market using the FIFO (first-in , first-out) method.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost, less accumulated depreciation.
Expenditures for maintenance and repairs which do not add to the value of the
related assets or materially extend their original lives are expensed as
incurred.

Depreciation of property and equipment is computed principally by the
straight-line method over the estimated useful lives of the assets ranging
from one to ten years. Leasehold improvements are amortized over the term of
the related leases, which approximates the estimated useful lives.

DEFERRED COSTS

Deferred costs consist primarily of costs associated with the opening of
new school locations, the expansion of facilities to accommodate new programs
and the development of new curriculum at existing locations. Such costs have
historically been amortized on a straight-line basis over thirty-six months.

Effective January 1, 1996, the Company changed the amortization period of
deferred costs from a 36 month period to a 12 month period. The change in
estimate will be accounted for on a prospective basis and increased
amortization expense in the fourth quarter ended March 31, 1996 by
approximately $16,000 and will increase amortization expense in fiscal year
1997 by approximately $129,000. Had this change in accounting estimate been
implemented in prior periods, the estimated effect on amortization expense
for the year ended March 31, 1996 and March 31, 1995 would have approximated
an increase of $2,000 and a decrease of $94,000, respectively.

GOODWILL

The Company amortizes the goodwill associated with acquisitions using the
straight-line method, principally over a forty-year period. The realizability
of goodwill and other intangibles is evaluated periodically as events or
circumstances indicate a possible inability to recover their carrying amount.
Such evaluation is based on various analyses, including cash flow and
profitability projections that incorporate, as applicable, the impact on
existing Company businesses. The analyses involve significant management
judgment to evaluate the capacity of an acquired business to perform within
projections. As of March 31, 1996 and 1995, accumulated amortization was
$184,951 and $113,762, respectively.

(LOSS) INCOME PER COMMON SHARE

(Loss) income per common share is computed by dividing net (loss) income
by the weighted average number of common shares, as well as contingently
issuable common shares to the extent dilutive and common share equivalents,
outstanding during the period, assuming exercise of all stock options and
warrants to the extent they are dilutive, using the treasury stock method.

F-9
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

ADVERTISING

Advertising expense which is included in "student services and
administrative expense", amounted to approximately $2,628,000, $1,045,000 and
$636,000 for 1996, 1995 and 1994, respectively.

In December 1993, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 93-7 (SOP), "Reporting on Advertising Costs." The SOP generally
requires advertising costs to be expensed as incurred. Adoption of the SOP in
fiscal year 1996, resulted in a charge of $90,000, which is included in
advertising expense described above, related to the amortization of the
prepaid marketing balance at March 31, 1995 for MDJB. Prior to adopting the
SOP, MDJB's marketing costs were deferred and amortized to expense in the
subsequent quarter.

INCOME TAXES

Deferred income tax assets and liabilities are determined based on the
differences between the financial statements and income tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform to the
current year's presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles 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 income and expenses during the
reporting period. Actual results could differ from those estimates.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

In fiscal 1997, the Company will adopt the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 121--"Accounting for the
Impairment of Long-Lived Assets." SFAS No. 121 requires impairment losses to
be recorded on long-lived assets when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Based on current circumstances, the
Company does not believe the effect upon adoption will be material.

ACCOUNTING FOR STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123. "Accounting for Stock-Based Compensation," the adoption of which is
required for fiscal years beginning after December 15, 1995. The new standard
encourages companies to use the fair value method of accounting for issuance
of stock options and other equity instruments. Under the fair value method,
compensation

F-10
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

cost is measured at the grant date based on the fair value of the award and
is recognized over the service period, which is usually the vesting period.
Pursuant to SFAS No. 123, companies are also permitted to continue to account
for such transactions under Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," but would be required to
disclose in a note to the financial statements pro forma net income and per
share amounts as if the Company had applied the new method of accounting.
Additionally, SFAS No. 123 requires increased disclosure for stock-based
compensation arrangements regardless of the method chosen to measure and
recognize compensation for employee stock-based arrangements.

The Company currently accounts for such transactions under APB Opinion No.
25 and has not yet determined if it will elect to change its method of
accounting for the issuance of stock options and other equity instruments to
the fair value method, nor has it determined the effect the new standard will
have on its operating results and per share results should it elect to make
such a change.

2. ACQUISITIONS

M.D.J.B., INC.

On March 29, 1996, the Company completed the merger of MDJB, the sole
shareholder of Colorado Technical University, Inc., which operates Colorado
Technical University ("Colorado Tech"). Colorado Tech is a regionally
accredited degree granting institution with one location in Colorado Springs,
Colorado with approximately 1,600 students enrolled primarily in computer
science, engineering and management programs. Colorado Tech confers degrees
at the associate's, bachelor's, master's and doctoral levels.

In connection with the merger, the Company issued 2,499,870 shares of its
common stock in exchange for all of the issued and outstanding stock of MDJB.
The merger was accounted for using the pooling of interests method of
accounting and, accordingly, the Company's consolidated financial statements
have been restated to include the accounts and operations of MDJB for all
periods prior to the merger. The Company and MDJB have fiscal year ends of
March 31 and December 31, respectively.

F-11
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS--(CONTINUED)

Combined and separate results of the merged entities are presented in the
following table (unaudited):

YEARS ENDED MARCH 31,
-----------------------------------------------
1996 1995 1994
-------------- -------------- --------------
Total revenues
Whitman .............. $31,307,164 $11,759,258 $ 6,158,203
MDJB ................. 8,923,965 7,867,523 7,062,536
-------------- -------------- --------------
Combined ............. $40,231,129 $19,626,781 $13,220,739
-------------- -------------- --------------
Net (loss) income
Whitman .............. $ (398,146) $ (354,979) $ 213,561
MDJB ................. 297,575 208,368 139,258
-------------- -------------- --------------
Combined ............. $ (100,571) $ (146,611) $ 352,819
============== ============== ==============
(Loss) income per share
Whitman .............. $ (0.04) $ (0.04) $ 0.02
MDJB ................. $ 0.03 $ 0.02 $ 0.02
-------------- -------------- --------------
Combined ............. $ (0.01) $ (0.02) $ 0.04
============== ============== ==============

In connection with the merger, approximately $560,000 of costs and
expenses were incurred and have been charged to administrative expenses in
the fourth quarter of 1996. Merger and acquisition expenses include legal,
accounting and other costs of consolidating.

Colorado Tech is a participating institution under one or more of the
student financial assistance programs of Title IV of the Higher Education Act
of 1965, as amended ("Title IV Programs"). The Title IV Programs are
administered by the United States Department of Education ("DOE"). A change
of control of a participating institution automatically terminates the access
of that institution to most Title IV Program funds until recertification by
the DOE. The closing of the merger terminated Colorado Tech's eligibility to
participate in Title IV Programs. Approximately 32% of Colorado Tech's
revenues are derived from Title IV Program financial assistance. Pending the
resolution of the recertification issue, all of the shares issuable to MDJB
shareholders are being held in escrow by the Company. If certification is
granted, 175,000 shares of the 2,499,870 shares issuable to the MDJB
shareholders will continue to be held in escrow to be utilized to satisfy the
Company's claims, if any, above a deductible under the indemnification
provisions of the Agreement and Plan of Merger. To the extent that no claim
has been made, the shares shall be held in escrow until the issuance of the
first independent audit report, following completion of the merger, on the
combined results of the Company and MDJB.

On June 24, 1996, the United States Department of Education recertified
Colorado Tech for eligibility to participate in federal student loan programs.
As a result of the recertification and the issuance of the report of the
independent auditors included in this Annual Report on Form 10-K, 2,499,870
Whitman shares will be released from escrow to the former MDJB shareholders.

SANFORD-BROWN COLLEGE

On December 21, 1994, the Company completed the purchase of SBC, a
privately held proprietary business and allied healthcare college. SBC was
acquired for $3.5 million in cash and $500,000 (196,564

F-12
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS--(CONTINUED)

shares) in common stock and contingent consideration of $2.4 million in cash
and 1,021,612 shares of common stock held in escrow at March 31, 1995.

The balance of $2.4 million and 1,021,612 shares of Whitman common stock
currently held in escrow pursuant to Whitman's acquisition of SBC will be
disbursed, in whole or in part, to Whitman or the Seller based principally
upon the Cohort Default Rates for each of the Missouri and Granite City,
Illinois locations of SBC. The Cohort Default Rate is the rate at which the
student borrowers entering repayment in one federal fiscal year default on
repayment of student loans obtained under any Federal Family Education Loan
Programs before the end of the following fiscal year. Specifically, the
entire $2.4 million and 510,806 shares of the Whitman common stock retained
in escrow will be released to the Seller or Whitman based upon the Cohort
Default Rate for the SBC Missouri locations for each of fiscal year 1992,
1993 and 1994 (the "Missouri Escrow Allocation"). The remaining 510,806
shares of Whitman common stock held in escrow have been allocated to the SBC
Granite City, Illinois location and will be released based upon such
location's compliance with permitted Cohort Default Rates and other financial
requirements (the "Granite City Escrow Allocation").

With respect to the Missouri Escrow Allocation, if the Cohort Default Rate
for SBC Missouri in 1992, 1993 or 1994 is finally determined to be less than
25%, the Missouri Escrow Allocation will be released to the Seller of SBC.
If, however, SBC Missouri is decertified by DOE because of excessive Cohort
Default Rates in 1992, 1993 and 1994, the Missouri Escrow Allocation and the
Granite City Escrow Allocation will be returned to Whitman; provided,
however, that notwithstanding the foregoing, the Missouri Escrow Allocation
will be released to the Seller upon the first to occur of (a) confirmation
from DOE that SBC Missouri will not be decertified as a result of Cohort
Default Rates exceeding 25% for the period 1992 through 1994; (b) the receipt
of an unqualified opinion from a law firm designated by Seller and Whitman
that, notwithstanding that Cohort Default Rates for the period 1992 through
1994 are likely to exceed 25%, SBC Missouri will not be decertified by DOE as
a result; or (c) the mutual agreement of the parties to release the Missouri
Escrow Allocation.

With respect to the Granite City Escrow Allocation, if the conditions for
the release of the Missouri Escrow Allocation have been satisfied and an
audit report indicates that Granite City is in compliance with the 85/15 rule
as prescribed by DOE for its fiscal year ending as of June 30, 1995, 98,232
shares of Whitman common stock held in escrow shall be released to the
Seller. Additionally, if SBC Granite City (a) demonstrates compliance with
the 85/15 rule as of June 30, 1995, (b) has a finally determined Cohort
Default Rate for 1993 or 1994 of less than 25% and (c) the conditions for the
release of the Missouri Escrow Allocation have been satisfied, the remaining
balance of the Granite City Escrow Allocation shall be released to Seller;
provided, however, if any one of (a), (b) or (c), is not achieved by the
final determination of the 1994 Cohort Default Rate, the balance of the
Granite City Escrow Allocation shall be disbursed to Whitman.

The acquisition of SBC has been accounted for as a purchase, and the net
assets and results of operations are included in the Company's consolidated
financial statements since the date of acquisition. The purchase price has
been allocated to the assets and liabilities of SBC based on their relative
fair market value which approximated their net book value. The purchase price
and expenses associated with the acquisition exceeded the fair value of SBC's
net assets by approximately $2.4 million which has been assigned to goodwill.

In connection with the acquisition, the Company acquired assets with a
fair market value of approximately $6.3 million and assumed liabilities of
approximately $4.6 million.

F-13
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS--(CONTINUED)

Based on the terms of the escrow agreement, upon the occurrence of certain
events, the escrow agent will disburse cash and stock to either the seller or
the Company. If and when the cash and stock in escrow are released to the
seller, their value will be accounted for as an increase in goodwill.

The following table summarizes, on an unaudited pro forma basis, the
combined results of operation of the Company and its subsidiaries assuming
the acquisition of SBC, described above, occurred at the beginning of each
year presented:

MARCH 31,
------------------------------
1995 1994
-------------- --------------
Net revenues ............. $30,400,125 $27,359,650
Income before taxes ..... 584,424 2,280,533
Net income ............... 324,254 1,545,715
Net income per share ..... .03 .16

3. ACCOUNTS RECEIVABLE

A summary of activity for the allowance for doubtful accounts is as
follows:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-------------------------------------------
1996 1995 1994
-------------- ------------- -----------
<S> <C> <C> <C>
Balance at beginning of year ......... $ 1,011,808 $ 150,250 $109,302
Acquisition of SBC ................... -- 943,999 --
Charged to expense ................... 1,835,736 892,983 124,299
Accounts charged-off during the year (1,532,913) (975,424) (83,351)
-------------- ------------- -----------
Balance at end of year ............... $ 1,314,631 $1,011,808 $150,250
============== ============= ===========
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

MARCH 31,
------------------------------
1996 1995
-------------- --------------
Equipment ..................................... $ 7,013,501 $ 5,065,932
Leasehold improvements ........................ 2,021,854 1,625,684
Furniture and fixtures ........................ 1,247,927 1,159,052
Other ......................................... 979,068 529,737
-------------- --------------
11,262,350 8,380,405
Less accumulated depreciation and
amortization ................................. (4,245,169) (3,052,840)
-------------- --------------
$ 7,017,181 $ 5,327,565
============== ==============

5. MARKETABLE SECURITIES

The Company's marketable equity securities, which are considered
available-for-sale, have been classified as non-current as it is the
Company's intention to hold such security for the foreseeable future.

F-14
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. MARKETABLE SECURITIES--(CONTINUED)

Available-for-sale securities are carried at fair value, with unrealized
gains and losses, net of tax, reported in a separate component of
stockholders' equity. Marketable securities consist of the following:

Noncurrent portfolio--IVAX Common Stock, 30,000 shares:

MARCH 31,
--------------------------
1996 1995
------------ ------------
Cost ........................... $ 952,500 $ 952,500
Gross unrealized loss .......... (176,250) (202,500)
------------ ------------
Estimated fair value ........... $ 776,250 $ 750,000
============ ============

A director and shareholder of the Company is also Chairman and Chief
Executive Officer of IVAX Corporation.

6. INCOME TAXES

The components of the income tax provision (benefit) are as follows:

YEARS ENDED MARCH 31,
----------------------------------------
1996 1995 1994
------------- ----------- -----------
Current .............. $ 346,444 $ 89,716 $130,394
Deferred ............ (482,917) 32,456 12,140
------------- ----------- -----------
Total ................ $(136,473) $122,172 $142,534
============= =========== ===========

The differences between the federal statutory income tax rate and the
effective income tax rate are summarized below:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31 ,
---------------------------------
1996 1995 1994
---------- ---------- --------
<S> <C> <C> <C>
Statutory tax rate .............................. (34.0)% (34.0)% 34.0%
State income taxes, net ......................... 4.0 4.0 4.0
Permanent differences ........................... 22.7 128.3
Utilization of tax credits and operating losses -- -- (7.8)
Change in valuation allowance ................... (54.4) 328.6 .9
Other, net ...................................... (3.1) 4.2 (5.1)
Results of separate MDJB filings ................ 7.2 68.9 2.8
---------- ---------- --------
Effective tax rate .............................. (57.6)% 500.0 % 28.8%
========== ========== ========
</TABLE>

F-15
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES--(CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's net deferred income taxes are as follows:

YEARS ENDED MARCH 31,
--------------------------
1996 1995
------------ ------------
Deferred tax assets:
Allowance for bad debts ..................... $ 171,000 $ 24,000
Other (net) ................................. 37,000 8,000
Unrealized depreciation in equity securities 67,000 --
Net operating loss carryforwards ............ 310,000 85,000
Tax credit carryforwards .................... 34,000 34,000
------------ ------------
Deferred tax assets ......................... 619,000 151,000
Less valuation allowance .................... -- (129,000)
------------ ------------
Total deferred tax assets ..................... 619,000 22,000
------------ ------------
Deferred tax liabilities:
Prepaid expenses ............................ (44,000) (49,000)
Depreciation ................................ (47,000) (47,000)
Other (net) ................................. (17,000) --
------------ ------------
Total deferred tax liabilities ................ (108,000) (96,000)
------------ ------------
Net deferred tax assets (liabilities) ........ $ 511,000 $ (74,000)
============ ============

At March 31, 1996 the Company has available net operating loss
carryforwards of $814,000, expiring in the years 2010 through 2011. At March
31, 1995, the Company had a valuation allowance of approximately $129,000 for
deferred tax assets. The reversal of the March 31, 1995 valuation allowance
and the recognition of deferred tax assets related to net operating losses
pertaining to the year ended March 31, 1996 resulted in an increase in the
deferred tax benefit of approximately $448,000 in the fourth quarter.

F-16
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
MARCH 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Term note due April 14, 1999, (as amended on February 26, 1996, see Note 10)
with interest at prime less 1/2%, 7.75% and 8.5% at March 31, 1996 and 1995,
respectively ................................................................. $6,000,000 $6,000,000
$2.5 million revolving credit facility expiring October 15, 1997, (as amended
on February 26, 1996, see Note 10) with interest at prime less 1/2%, 7.75%
and 8.5% at March 31, 1996 and 1995, respectively ............................ 2,500,000 1,623,621
$1.0 million revolving credit facility expiring May 30, 1997, with interest
at prime plus 1%, 9.5% at March 31, 1996 ..................................... 1,000,000 --
------------- -------------
$9,500,000 $7,623,621
============= =============
</TABLE>

The Company has a $500,000 unsecured revolving line of credit which
expires on August 31, 1996. Under the terms of this facility, the Company may
borrow funds at 1.5% above the bank's floating prime rate. The average amount
outstanding during 1996 and 1995 was $79,167 and $261,000 at an average
interest rate of 10.5% and 10.11%, respectively. The maximum month end
borrowing outstanding in 1996 and 1995 was $475,000 and $375,000,
respectively. There were no borrowings outstanding under this agreement at
March 31, 1996 and 1995.

The $1.0 million revolving credit facility is secured by cash, accounts
receivable, inventory and equipment and is guaranteed by the President of
MDJB. The loan agreement requires MDJB to maintain certain minimum financial
ratios.

8. CAPITALIZED LEASE OBLIGATIONS

The Company leases equipment under several lease agreements which are
accounted for as capitalized leases. The assets and liabilities under capital
leases are recorded at the lower of the net present value of the minimum
lease payments or the fair value of the asset. The assets are amortized over
the related lease term.

During 1996 and 1995, the Company entered into leases totaling
approximately $1,250,000 and $1,786,000, respectively, in connection with the
purchase of equipment and automobiles. The amortization of leased assets of
$225,866 is included in depreciation. The following is a summary of assets
held under capital leases which are included in property and equipment at
March 31:

1996 1995
------------- -------------
Equipment ..................... $3,844,881 $2,809,317
Furniture and fixtures ........ 66,971 59,039
Automobiles ................... 76,667 124,689
Leasehold improvements ........ 58,453 5,154
Less accumulated amortization (733,144) (507,278)
------------- -------------
$3,313,828 $2,490,921
============= =============

Amortization of leased assets is included in depreciation.

F-17
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. CAPITALIZED LEASE OBLIGATIONS--(CONTINUED)

Future minimum lease payments under capital leases are as follows:

YEARS ENDED MARCH 31:
- ----------------------
1997 ............................................ $1,156,493
1998 ............................................ 1,000,619
1999 ............................................ 720,154
2000 ............................................ 521,886
2001 ............................................ 36,370
-------------
Total minimum lease payments .................... 3,435,522
Less amount representing interest (8%-12%) ...... (522,437)
Less amount classified as current ............... (919,050)
-------------
$1,994,035
=============

9. PROPOSED BUSINESS ACQUISITIONS

The Company incurred professional fees and expenses of $-0-, $155,000 and
$77,000 in fiscal 1996, 1995 and 1994, respectively, for proposed business
acquisitions, that were not consummated. The fees and expenses incurred were
expensed in the period it was determined the proposed acquisition would not
be consummated.

10. STOCK OPTION PLANS AND WARRANTS

The Company has adopted stock option plans under which employees,
directors and consultants of the Company may be issued options covering up to
3,424,000 shares of common stock. Options are granted at the fair market
value of the stock at the date of the grant. A summary of stock option
activity related to the Company's stock option plans is as follows:

AVERAGE NUMBER
PRICE OF SHARES
---------- ------------
Outstanding March 31, 1993 ...... $2.11 1,145,400
Granted ......................... 5.42 175,000
Exercised ....................... 1.28 (203,400)
Cancelled ....................... 1.50 (7,000)
------------
Outstanding March 31, 1994 ...... 2.78 1,110,000
Granted ......................... 2.34 754,100
Exercised ....................... 2.37 (40,000)
Cancelled ....................... 2.46 (67,500)
------------
Outstanding March 31, 1995 ...... 2.62 1,756,600
Granted ......................... 3.46 600,000
Exercised ....................... 1.95 (218,382)
Cancelled ....................... 2.24 (54,818)
------------
Outstanding March 31, 1996 ..... 2.94 2,083,400
============
Exercisable March 31, 1996 ..... 2.90 1,162,668
============

In connection with a 1993 private placement, a stock purchase warrant was
issued to a company beneficially owned by a stockholder of the Company to
purchase 150,000 shares of the Company's

F-18
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. STOCK OPTION PLANS AND WARRANTS--(CONTINUED)

common stock at an exercise price of $2.00 a share. In fiscal 1994, this
stock purchase warrant, plus warrants for 320,960 shares held by another
company beneficially owned by this stockholder, were acquired by a
partnership beneficially owned by the Chairman of the Board.

In connection with the term loan and revolving credit facility, a company
beneficially owned by the Chairman of the Board provided a guarantee of the
debt in exchange for warrants to purchase 1,150,000 shares of common stock at
$3.125 per share, the fair value of the common stock at the date of issuance.
Deferred interest expense of $280,500 was recorded at March 31, 1995,
representing the estimated value of the warrants, including the impact of the
discounted exercise price as described below, which is being recognized as
interest expense over the loan guarantee period of 16 months. At March 31,
1996, approximately $9,000 of such costs remains unamortized in deferred
costs.

At the Company's request, the stock purchase warrants to purchase 150,000
shares issued in 1993 and 320,960 shares issued in 1994, and the warrants to
purchase 300,000 shares (included in 1,150,000 mentioned above) were
exercised during fiscal 1995 at agreed upon discounted prices. The stock
purchase warrant to purchase 150,000 shares, with an original exercise price
of $2.00 per share and an expiration date of April 1997, was exercised at a
discounted price of $1.56 per share. The stock purchase warrant to purchase
320,960 shares, with an original exercise price of $0.78 per share and an
expiration date of July 1999, was exercised at a discounted price of $0.47
per share. The warrants to purchase 300,000 shares, with an original exercise
price of $3.13 per share and an expiration date of January 2000, were
exercised at a discounted price of $1.755 per share.

In connection with an extension of the expiration date on the term loan
and revolving credit facility, on February 26, 1996, a company beneficially
owned by the Chairman of the Board provided a guarantee of the debt in
exchange for warrants to purchase 1,300,000 shares of common stock at $4.25
per share, the fair value of the common stock at the date of issuance.
Deferred interest expense of $300,000 has been recorded at March 31, 1996
representing the estimated value of the warrants, which will be recognized as
interest expense over the loan period and allocated between the related
amount outstanding during the period of the guarantee (maximum $6 million
outstanding for 36 months and $2.5 million outstanding for 18 months).

Common stock reserved for issuance under the stock option plans and
outstanding warrants aggregate 3,660,600 shares.

F-19
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. LEASE COMMITMENTS

The Company leases classroom and office space under operating leases in
various buildings where the schools are located. Future minimum annual rental
commitments under noncancellable operating leases are as follows:

YEARS ENDED MARCH 31,
- ----------------------
1997 ............................. $ 2,885,371
1998 ............................. 2,784,728
1999 ............................. 2,712,839
2000 ............................. 2,523,296
2001 ............................. 1,857,225
Thereafter ....................... 4,948,841
-------------
Total minimum lease payments ..... $17,712,300
=============

Rent expense during fiscal 1996, 1995 and 1994 was $3,017,036, $1,604,891
and $1,172,816, respectively.

12. RELATED PARTY TRANSACTIONS

The Company paid rent to a partnership in which an officer and director of
the Company and an outside consultant and former director of the Company
maintain an interest. These rents totaled $47,000, $61,000 and $70,800 during
the fiscal years ended March 31, 1994, 1995 and 1996, respectively.

The Company paid rent to a partnership containing one general partner who
is a consultant and former director of the Company. These rents totaled
$39,000, $35,000 and $0 during the fiscal years ended March 31, 1994, 1995
and 1996, respectively.

The Company paid for accounting services provided by an outside accounting
corporation owned partially by a consultant and former director of the
Company. These services totaled $53,000, $48,000 and $40,000 during the
fiscal years ended March 31, 1994, 1995 and 1996, respectively.

During the fiscal years ended March 31, 1996 and 1995, the Company
purchased $202,600 and $290,000 in medical supplies and equipment from a
medical supply distributor owned by the wife of a former officer and director
of the Company. No such purchases were made during the fiscal year ended
March 31, 1994.

The Seller of SBC is the beneficial owner of three buildings occupied by
SBC under lease agreements. In fiscal 1996, the Company's SBC subsidiary paid
the Seller rent totaling $429,000.

In April 1995, the Company entered into an agreement with another company
40% owned by the Company's president. In addition to paying a fee for
services, the Company agreed to purchase textbooks and materials totaling
$160,000 over a two-year period. These textbooks and materials will be resold
to the Company's students. In fiscal 1996, the Company purchased $66,600 in
textbooks from that entity.

In 1996, the Company moved its headquarters to Miami, Florida. The Company
occupies office space in a building owned by the IVAX Corporation. A director
and shareholder of the Company is also Chairman and Chief Executive officer
of IVAX Corporation. The Company is in the midst of lease negotiations.

F-20
<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. COMMITMENTS AND CONTINGENCIES

In fiscal 1995 the Company entered into financing agreements to acquire
capital equipment totaling $2,190,000. The capital equipment, primarily ultra
sound scanners, are being used in the new career programs being offered. In
fiscal 1995, $1,488,000 of capital equipment was financed under the
agreements.

The Colleges operated by the Company participate in various student
financial aid programs. These programs are subject to respective periodic review
by the United States Department of Education. Disbursements under each program
are subject to disallowance and repayment by the Schools. In fiscal 1995, the
DOE conducted a program review on SBC's Title IV activity for the award years
1992 through 1994. To date, no report has been issued in that program review.
Accordingly, no determination as to whether a liability exists or the amount of
liability, should one exist, can be made, and therefore, no contingency is
reflected. UDS and Colorado Tech have no known liabilities under program reviews
related to their Title IV programs. Should the schools be limited, suspended or
terminated from participation in Title IV programs, from which UDS, Colorado
Tech and SBC receive 66%, 32% and 76% of their funding, respectively, it would
have a material negative impact on the results of operations, liquidity and net
worth of the Company.

An action has been commenced against the Company's wholly owned
subsidiary, Ultrasound Technical Services, Inc. (UTS), operator of the
Ultrasound Diagnostic School, in the Circuit Court, Fourth Judicial Circuit,
Duval County, Florida. The amended complaint filed on behalf of 34 current or
former students of the School's Jacksonville and Tampa facilities alleges
that at the time each of the plaintiffs registered, UTS falsely represented
that almost all of its graduates were placed in positions of employment in
the field of ultrasound diagnostics and that its students were eligible upon
graduation to take the examination for the American Registry of Diagnostic
Medical Sonographers or that being registered was not a factor in obtaining
employment in the field of Ultrasound Diagnostics. The amended complaint
further alleges that the plaintiffs were induced by these alleged false
representations to pay a total of over $300,000 in tuition and fees to UTS.
The amended complaint seeks an unspecified amount of damages. UTS has not
interposed its answer in the action. UTS intends to deny making the alleged
representations and believes that it has meritorious defenses to the action.
Management cannot at this stage in the proceedings assess whether UTS will
have any liability in this action and if so, whether such liability will have
a material adverse effect on the Company.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable,
notes payable and accounts payable and accrued expense approximate fair value
because of their short duration. The carrying amounts of notes payable
approximate fair value because the interest rate is tied to a quoted variable
index.

15. SUBSEQUENT EVENT

On April 19, 1996, the Board of Directors authorized a two-for-one stock
split to be distributed on or about May 13, 1996 to shareholders of record on
April 29, 1996. In addition, authorized shares were increased from 50,000,000
to 100,000,000. All references in the financial statements to number of
shares, per share amounts and market prices of the Company's common stock
have been retroactively restated to reflect the increased number of common
shares outstanding.

F-21

Exhibit 3.2
Amended and Restated
March 20, 1995

BY-LAWS OF WHITMAN MEDICAL CORP.

ARTICLE I

OFFICES

Section 1. The registered office shall be located in Iselin, New Jersey.

Section 2. The corporation may also have offices at such other places both
within and without the Sate of New Jersey as the Board of Directors may from
time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETING OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall
be held within or without the State of New Jersey, at such place and time as may
be fixed from time to time by the Board of Directors.

Section 2. Annual meetings of shareholders, shall be held on a date fixed
by the Board of Directors within one hundred and eighty days of the receipt by
the President of the corporation from its accountants of year end financial
statements of the corporation or at such other date and time as shall be fixed
from time to time by the Board of Directors and stated in the notice of meeting,
at which the shareholders shall elect by a majority vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the time, place,
and purpose or purposes of the meeting shall be delivered not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of New Jersey as shall be
<PAGE>

stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the President, the Board of Directors, or the
Chairman of the Board of Directors. Special meetings of the shareholders may be
called also by the Chairman of the Board of Directors.

Section 3. Written notice of a special meeting stating the time, place, and
purpose or purposes of the meeting for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.

Section 4. Business transacted at any special meeting shall be confined to
the purpose or purposes stated in the notice thereof.

ARTICLE IV

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall, be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the certificate of incorporation.

Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the certificate of incorporation. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his agent.

In all elections for directors, every shareholder entitled to
vote shall have the right to vote, in person or by proxy, the number of shares
of stock owned by him, for as many persons as there are directors to be elected
and for whose election he has a right to vote, or, if the

-2-

<PAGE>

certificate of incorporation so provides, to cumulate the vote of said shares,
and give one candidate as many votes as the number of directors multiplied by
the aggregate number of his votes shall equal, or to distribute the votes on the
same principle among as many candidates as he may see fit.

Section 4. Subject to statutory provisions, any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

Except as provided in the certificate of incorporation
and subject to the statutory provisions and upon compliance therewith any action
required to be taken at a meeting of shareholders, other than the annual
election of directors, may be taken without a meeting upon the written consent
of shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting which all
shareholders entitled to vote thereon were present and voting.

ARTICLE V

DIRECTORS

Section 1. The number of directors which shall constitute the whole
Board of Directors other than the first Board of Directors, shall be not less
than two nor more than nine. The exact number of directors within such maximum
and minimum shall be determined by resolution of the Board of Directors or by
the shareholders at an annual meeting or special meeting. Directors must be at
least 18 years of age, need not be residents of the State of New Jersey nor
shareholders of the corporation. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of the shareholders, and each
director elected shall serve until the next succeeding annual meeting and until
his successor shall have been elected and qualified. The first Board of
Directors shall hold office until the first annual meeting of shareholders.

Section 2. Unless otherwise provided in the certificate of
incorporation, any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the Board of Directors. A director elected to
fill a newly created directorship shall serve until the next succeeding annual
meeting of shareholders and until the successor shall have been elected and
qualified.

Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and

-3-

<PAGE>

things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the shareholders.

Section 4. The directors may keep the books and records of the
corporation, except such as are required by law to be kept within the state,
outside of the State of New Jersey, at such place or places a they may from time
to time determine.

Section 5. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the Board of Directors, regular or special, may
be held either within or without the Sate of New Jersey.

Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time at such place as shall from
time to time be determined by the board.

Section 4. Special meetings of the Board of Directors may be called by
the President or five day's notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors. Notice need not be given to any director who signs a waiver of
notice, whether before or after the meeting.

Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

Section 6. A majority of the directors shall constitute a quorum for
the transaction

-4-
<PAGE>

of business unless a greater or lesser number is required by statute or by the
certificate of incorporation. The act of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater or lesser number is required by statute
or by the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

Section 7. Unless otherwise provided by the certificate of
incorporation, any action required to be taken at a meeting of the board, or any
committee thereof, shall be deemed the action of the Board of Directors or of a
committee thereof, if all directors or committee members, as the case may be,
execute either before or after the action is taken, a written consent thereto,
and the consent is filed with the records of the corporation.

Section 8. Any or all directors may participate in a meeting of the
board or a committee of the board by means of conference telephone or any means
of communication by which all persons participating in the meeting are able to
hear each other.

ARTICLE VII

EXECUTIVE AND OTHER COMMITTEES

Section 1. The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by the by-laws or otherwise, may designate one
or more directors to constitute an executive committee or other committees,
which committees, to the extent provided in such resolution, shall have and
exercise all of the authority of the Board of Directors in the management of the
corporation except as otherwise required by law. Vacancies in the membership of
each such committee shall be filled by the Board of Directors at a regular or
special meeting of the Board of Directors. Each such committee shall keep
regular minutes of its proceedings and report the same to the board when
required.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

-5-

<PAGE>

Section 2. Whenever any notice whatsoever is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

Section 1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer. The Board of Directors may also
choose additional Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers.

Section 2. The Board of Directors at its first meeting after each
annual meeting of shareholders shall choose a chairman, a President, one or more
Vice-Presidents, a Secretary and a Treasurer, none of whom need be a member of
the Board.

Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time for cause or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors. An
officer may resign by written notice to the corporation. The resignation shall
be effective upon receipt thereof or at such subsequent time as shall be
specified in the notice of resignation.

CHAIRMAN OF THE BOARD

Section 6. The Chairman of the Board shall be the chief executive
officer and shall preside at all meetings of the Board of Directors. The
Chairman shall see that all orders and resolutions of the Board of Directors are
carried into effect.

-6-

<PAGE>

VICE CHAIRMAN OF THE BOARD

Section 7. The Vice Chairman of the Board shall preside at meetings of
the Board of Directors in the absence of the Chairman and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

THE PRESIDENT

Section 8. The President shall be the chief operating officer of the
corporation, shall preside at all meetings of the shareholders and shall have
general and active management of the business of the corporation.

Section 9. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board or
Directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 10. The Vice-President, or if there shall be more than one,
the Vice-Presidents in the order determined by the Board of Directors, shall in
the absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 11. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

Section 12. The Assistant Secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary,

-7-
<PAGE>

perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers that the Board of Directors may
from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 13. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

Section 14. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

Section 15. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, requirement or removal from office, of all books, papers,
vouchers, money and the property of whatever kind in his possession or under his
control belonging to the corporation.

Section 16. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by
certificates signed by, the Chairman or Vice-Chairman of the Board, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the corporation and may be sealed
with the seal of the corporation or a facsimile thereof.

When the corporation is authorized to issue shares of more
than one class there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any shareholder upon request and without charge, a full statement of
the designations, preferences, limitations and relative rights of the share of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variation in the relative
rights and preferences between the shares of each such series

-8-
<PAGE>

so far as the same have been fixed and determined and the authority of the Board
of Directors to fix and determine the relative rights and preferences of
subsequent series.

Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimile if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

Section 4. Upon compliance with provisions restricting the
transferability of shares, if any, upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate cancelled and the transaction recorded on the
books of the corporation.

RECORD DATE

Section 5. For the purpose of determining the shareholders entitled to
notice of, or to vote at, any meeting of shareholders or any adjournment
thereof, or to express consent to, or dissent from, any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board may fix, in advance, a record date. Such date shall
not be more than fifty (50) nor less than ten (10) days before the date of any
such meeting, nor more than fifty (50) days prior to any other action. If no
record date is fixed, the record date for the determination of shareholders
entitled to notice of or to a vote at a meeting of shareholders shall be at the
close of business on the day next preceding the date on which notice is given,
or, if no notice is given, the day on which the meeting is held. For all other
purposes, if no record date is fixed, the record date for determining

-9-
<PAGE>

shareholders shall be at the close of business on the day on which the
resolution of the Board relating thereto is adopted. When a determination of
shareholders of record entitled to notice or to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date under this section for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except otherwise provided by the laws of New
Jersey.

LIST OF SHAREHOLDERS

Section 7. The officer or agent having charge of the transfer books
for shares shall make, and certify a complete list of the shareholders entitled
to vote at a shareholders' meeting, or adjournment thereof, arranged in
alphabetical order within each class, series, or group of shareholders
maintained by the corporation for convenience of reference, with the address of,
and the number of shares held by each shareholder, which list shall be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. Such list
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in its bonds, in its own shares or other property including the
shares or bonds of other corporations subject to any provisions of law and of
the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their

-10-
<PAGE>

absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interest of the corporation and the directors may modify or abolish any such
reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal, New
Jersey". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board, subject to any
provision in the articles of incorporation reserving to the shareholders the
power to adopt, amend, or repeal the by-laws, but by-laws made by the board may
be altered or repealed and new by-laws made by the shareholders. The
shareholders may prescribe that any by-law made by them shall not be altered or
repealed by the board.

-11-

EXHIBIT 11

<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

COMPUTATION OF NET LOSS PER SHARE OF COMMON STOCK

FOR THE YEAR ENDED
--------------------------------
MARCH 31, 1996 MARCH 31, 1995
--------------- ---------------
<S> <C> <C>
Primary:
Average shares outstanding ................................... 10,235,956 9,273,816
=============== ===============

Net loss ..................................................... $ (100,571) $ (146,611)
Per share amount ............................................. $ (.01) $ (.02)

Fully diluted:
Average shares outstanding ................................. 10,235,956 9,273,816
Net effect of stock options and warrants based on the
treasury stock method using year-end market price .......... 1,331,505 569,282
Sanford-Brown shares held in escrow .......................... 1,021,612 278,900
--------------- ---------------
Total ........................................................ 12,589,074 10,121,998
=============== ===============
Net loss ..................................................... $ (100,571) $ (146,611)
Per share amount ............................................. $ (.01) $ (.01)
</TABLE>

Net loss per share of common stock for primary purposes is computed by
dividing the net loss by the weighted average number of shares outstanding
during the period adjusted for common stock equivalents when such adjustments
result in dilution of earnings per share. The Company has considered all
common stock equivalents for purposes of calculating fully diluted earnings
per share regardless of their dilutive effect. Included as common stock
equivalents for the year ended March 31, 1996, for fully diluted purposes are
1,021,612 shares issued in connection with the acquisition of Sanford-Brown
College that remain in escrow to be disbursed to the seller or returned to
the Company upon the occurrence of, or failure to achieve certain events.

<PAGE>
<TABLE>
<CAPTION>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES

COMPUTATION OF NET INCOME (LOSS) PER SHARE OF COMMON STOCK

FOR THE THREE MONTHS ENDED
--------------------------------
MARCH 31, 1996 MARCH 31, 1995
--------------- ---------------
<S> <C> <C>
Primary:
Average shares outstanding ................................... 10,285,232 9,273,816

Net effect of dilutive stock options and warrants based on
the treasury stock method using the average market price ... 916,292 --
Sanford-Brown shares held in escrow .......................... 1,021,612 --
--------------- ---------------
Total ........................................................ 12,223,136 9,273,816
=============== ===============
Net income (loss) ............................................ $ 982,683 $ (3,866)
Per share amount ............................................. $ .08 $ .00

Fully diluted:
Average shares outstanding .................................. 10,285,232 9,273,816
Net effect of stock options and warrants based on the
treasury stock method using quarter-end market price ....... 1,331,505 569,282
Sanford-Brown shares held in escrow .......................... 1,021,612 1,021,612
--------------- ---------------
Total ........................................................ 12,638,349 10,864,710
=============== ===============

Net income (loss) ............................................ $ 982,683 $ (3,866)
Per share amount ............................................. $ .08 $ .00
</TABLE>

Net income (loss) per share of common stock for primary purposes is
computed by dividing net income (loss) by the weighted average number of
shares outstanding during the period adjusted for common stock equivalents
when such adjustments result in dilution of earnings per share. The Company
has considered all common stock equivalents for purposes of calculating fully
diluted earnings per share regardless of their dilutive affect. Included as
common stock equivalents for the three months ended March 31, 1996 for fully
diluted purposes are 1,021,612 shares issued in connection with the
acquisition of Sanford-Brown College that remain in escrow to be disbursed to
the seller or returned to the Company upon the occurrence of, or failure to
achieve certain events.

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

NAME STATE OF INCORPORATION DOING BUSINESS AS

M.D.J.B., Inc. Delaware Concept Communications*

Colorado Technical University, Inc. Colorado

Sanford Brown College, Inc. Delaware Sanford-Brown College

Ultrasound Technical Services, Inc. New York Ultrasound Diagnostic Schools

_______________

* Concept Communications is a division of M.D.J.B., Inc.

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-64151) of Whitman Education Group, Inc., and in the related
Prospectus of our report dated June 12, 1996, except for the sixth paragraph of
Note 2 as to which the date is June 24, 1996, with respect to the consolidated
financial statements of Whitman Education Group, Inc. included in this Annual
Report (Form 10-K) for the year ended March 31, 1996.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Miami, Florida
June 27, 1996

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference into the Registration Statement
No. 33-64151 of Whitman Education Group, Inc. on Form S-3 and the related
prospectus, of our report relating to the consolidated financial statements of
M.D.J.B., Inc. and Subsidiary, dated February 6, 1996 and March 29, 1996,
appearing in this Annual Report on Form 10-K of Whitman Education Group, Inc.
for the year ended March 31, 1996.

/s/ Stockman Kast Ryan & Scruggs, P.C.

STOCKMAN KAST RYAN & SCRUGGS, P.C.
Colorado Springs, Colorado

June 27, 1996

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,108,137
<SECURITIES> 776,250
<RECEIVABLES> 16,933,868
<ALLOWANCES> (1,314,631)
<INVENTORY> 795,350
<CURRENT-ASSETS> 20,842,902
<PP&E> 11,262,350
<DEPRECIATION> (4,245,169)
<TOTAL-ASSETS> 35,326,905
<CURRENT-LIABILITIES> 16,060,132
<BONDS> 0
0
0
<COMMON> 7,590,793
<OTHER-SE> (205,508)
<TOTAL-LIABILITY-AND-EQUITY> 35,326,905
<SALES> 40,231,129
<TOTAL-REVENUES> 40,231,129
<CGS> 22,478,961
<TOTAL-COSTS> 39,282,787
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,185,386
<INCOME-PRETAX> (237,044)
<INCOME-TAX> (136,473)
<INCOME-CONTINUING> (100,571)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (100,571)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)

</TABLE>

CERTIFIED PUBLIC ACCOUNTANTS Stockman Kast
Ryan & Scruggs, PC
Western National Bank Bldg.

P.O. Box 938
Colorado Springs, CO 80901-0938

102 N. Cascade Ave.
Suite 450
Colorado Springs, CO 80903

Office (719) 630-1186
FAX (719) 630-1187

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
M.D.J.B., Inc.
Colorado Springs, Colorado

We have audited the accompanying consolidated balance sheets of M.D.J.B., Inc.
and subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
M.D.J.B., Inc. and subsidiary as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the consolidated financial statements, M.D.J.B., Inc.
and subsidiary changed its method of accounting for advertising costs in 1995.

STOCKMAN KAST RYAN & SCRUGGS, P.C.

/s/ STOCKMAN KAST RYAN & SCRUGGS, P.C.

Colorado Springs, Colorado
February 6, 1996
(except Note 10 as to which
the date is March 29, 1996)