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Table of Contents
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
For the Quarter Ended September 30, 2002
 
Whitney Information Network, Inc.
(Exact name of registrant as specified in its charter)
 
Colorado
(State or other jurisdiction of incorporation)
  
0-27403
(Commission File Number)
  
84-1475486
(IRS Employer Identification No.)
 
1612 Cape Coral Parkway, Suite A, Cape Coral, Florida
(Address of principal executive offices)
  
33904
(Zip Code)
 
Registrant’s telephone number, including area code (941) 542-8999
 
(Former name or former address, if changed since last report)
 
Securities registered under Section 12 (b) of the Exchange Act:
NONE
 
Securities registered under Section 12 (g) of the Exchange Act:
COMMON STOCK
NO par value per share
(Title of Class)
 
Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes  X     No             
 
The Issuer had 8,090,374 and 7,878,023 common shares of common stock outstanding as of September 30, 2002 and December 31, 2001.
 

Table of Contents
PART I
 
ITEM 1.    Financial Statements
 
Whitney Information Network, Inc.
Consolidated Financial Statements
As of September 30, 2002 and December 31, 2001
And for the Nine and Three Months Ended September 30, 2002 and 2001
 
Table of Contents
 
    
Page
Financial Statements
     
  
F-1
  
F-2
  
F-3
  
F-4
  
F-5
 

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Consolidated Balance Sheets
 
    
September 30,
2002
     
December 31,
2001
  
    
(Unaudited)
         
Assets
                  
Current assets
                  
Cash and cash equivalents
   
$
9,657,496
 
   
$
6,889,275
 
Accounts receivable
   
 
821,285
 
   
 
525,878
 
Due from affiliates, net
   
 
257,284
 
   
 
159,591
 
Prepaid advertising and other
   
 
375,146
 
   
 
953,661
 
Income taxes receivable and prepayments
   
 
—  
 
   
 
497,499
 
Inventory
   
 
380,440
 
   
 
136,544
 
Deferred seminar expenses
   
 
3,307,453
 
   
 
3,638,556
 
    
  
Total current assets
   
 
14,799,104
 
   
 
12,801,004
 
    
  
Other assets
                  
Property and equipment, net of accumulated depreciation of $802,507 and $478,272, respectively
   
 
8,327,869
 
   
 
3,628,447
 
Intangibles, net of accumulated amortization of $11,111 and $0, respectively
   
 
976,889
 
   
 
—  
 
Investment in foreign corporation
   
 
184,757
 
   
 
82,500
 
Other assets
   
 
27,128
 
   
 
32,918
 
    
  
Total other assets
   
 
9,516,643
 
   
 
3,743,865
 
    
  
Total assets
   
$
24,315,747
 
   
$
16,544,869
 
    
  
Liabilities and Stockholders’ Deficit
                  
Current liabilities
                  
Accounts payable
   
$
1,296,702
 
   
$
1,152,337
 
Accrued seminar expenses
   
 
278,965
 
   
 
435,360
 
Deferred revenues
   
 
22,288,574
 
   
 
23,937,349
 
Accrued expenses
   
 
1,004,211
 
   
 
702,548
 
Deferred tax liability
   
 
1,531,399
 
   
 
—  
 
Current portion of long-term debt
   
 
312,528
 
   
 
62,500
 
Current portion of note payable-officer/stockholder
   
 
12,528
 
   
 
62,500
 
    
  
Total current liabilities
   
 
26,724,907
 
   
 
26,352,594
 
Long-term debt, less current portion
   
 
512,500
 
   
 
512,500
 
Note payable-officer/stockholder
   
 
62,500
 
   
 
62,500
 
    
  
Total liabilities
   
 
27,299,907
 
   
 
26,927,594
 
    
  
Stockholders’ deficit
                  
Preferred stock, no par value, 10,000,000 shares authorized, no shares issued and outstanding
   
 
—  
 
   
 
—  
 
Common stock, no par value, 25,000,000 shares authorized, 8,090,374 and 7,878,023 shares issued and outstanding, respectively
   
 
928,516
 
   
 
337,102
 
Paid in capital
   
 
900
 
   
 
900
 
Accumulated deficit
   
 
(3,913,576
)
   
 
(10,720,727
)
    
  
Total stockholders’ deficit
   
 
(2,984,160
)
   
 
(10,382,725
)
    
  
Total liabilities and stockholders’ deficit
   
$
24,315,747
 
   
$
16,544,869
 
    
  
 
See notes to consolidated financial statements.

F-1

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Consolidated Statements of Operations
 
    
For the Three Months Ended
September 30,
     
For the Nine Months Ended
September 30,
  
    
2002
     
2001
     
2002
     
2001
  
    
(Unaudited)
     
(Unaudited)
     
(Unaudited)
     
(Unaudited)
  
Sales
   
$
13,875,257
 
   
$
9,239,054
 
   
$
46,863,355
 
   
$
32,423,386
 
    
  
  
  
Expenses
                                    
Seminar expenses
   
 
6,930,288
 
   
 
4,214,547
 
   
 
19,256,888
 
   
 
14,176,616
 
Advertising and sales expense
   
 
2,877,541
 
   
 
2,773,480
 
   
 
10,396,566
 
   
 
9,259,367
 
General and administrative expense
   
 
3,270,867
 
   
 
2,000,768
 
   
 
9,093,399
 
   
 
5,895,706
 
    
  
  
  
Total expenses
   
 
13,078,696
 
   
 
8,988,795
 
   
 
38,746,853
 
   
 
29,331,689
 
    
  
  
  
Income from operations
   
 
796,561
 
   
 
250,259
 
   
 
8,116,502
 
   
 
3,091,697
 
Other income (expense)
                                    
Interest and other income
   
 
254,643
 
   
 
130,775
 
   
 
347,090
 
   
 
222,881
 
Interest expense
   
 
(9,002
)
   
 
(24,481
)
   
 
(46,858
)
   
 
(78,481
)
    
  
  
  
Income before income taxes
   
 
1,042,202
 
   
 
356,553
 
   
 
8,416,734
 
   
 
3,236,097
 
Income taxes
   
 
370,033
 
   
 
—  
 
   
 
1,609,583
 
   
 
—  
 
    
  
  
  
Net income
   
$
672,169
 
   
$
356,553
 
   
$
6,807,151
 
   
$
3,236,097
 
    
  
  
  
Basic and fully diluted income per share
   
$
0.08
 
   
$
0.05
 
   
$
0.86
 
   
$
0.43
 
    
  
  
  
Weighted average shares outstanding
   
 
7,958,955
 
   
 
7,528,022
 
   
 
7,905,438
 
   
 
7,528,022
 
    
  
  
  
 
See notes to consolidated financial statements.

F-2

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Consolidated Statement of Changes in Stockholders’ Deficit
 
    
Common Stock
   
Additional
Paid-in
Capital
   
Accumulated
Deficit
     
Total
Stockholders’
Deficit
  
    
Shares
   
Amount
         
Balance—December 31, 2000
   
7,528,022
   
 
67,102
   
 
900
   
 
(13,004,974
)
   
 
(12,936,972
)
Issuance of stock for software
   
163,334
   
 
245,000
   
 
—  
   
 
—  
 
   
 
245,000
 
Issuance of stock, cash and note payable to majority stockholder for interest in Precision Software Services, Inc.
   
170,000
   
 
—  
   
 
—  
   
 
(250,000
)
   
 
(250,000
)
Issuance of stock for services
   
16,667
   
 
25,000
   
 
—  
   
 
—  
 
   
 
25,000
 
Net income
   
—  
   
 
—  
   
 
—  
   
 
2,534,247
 
   
 
2,534,247
 
    
  
  
  
  
Balance—December 31, 2001
   
7,878,023
   
 
337,102
   
 
900
   
 
(10,720,727
)
   
 
(10,382,725
)
Issuance of stock for assets purchased
   
189,655
   
 
550,000
   
 
—  
   
 
—  
 
   
 
550,000
 
Issuance of stock for stock options exercised
   
20,125
   
 
36,914
   
 
—  
   
 
—  
 
   
 
36,914
 
Issuance of stock for services
   
2,571
   
 
4,500
   
 
—  
   
 
—  
 
   
 
4,500
 
Net income
   
—  
   
 
—  
   
 
—  
   
 
6,807,151
 
   
 
6,807,151
 
    
  
  
  
  
Balance—September 30, 2002
   
8,090,374
   
$
928,516
   
$
900
   
$
(3,913,576
)
   
$
(2,984,160
)
    
  
  
  
  
 
See notes to consolidated financial statements.

F-3

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Consolidated Statements of Cash Flows
 
    
For the Nine Months Ended
September 30,
  
    
    
2002
     
2001
  
    
(Unaudited)
     
(Unaudited)
  
Cash flows from operating activities
                  
Net income
   
$
6,807,151
 
   
$
3,236,097
 
    
  
Adjustments to reconcile net income to net cash provided by operating activities
                  
Allowance for doubtful accounts
   
 
—  
 
   
 
149,390
 
Equity earnings in partnership
   
 
(102,257
)
   
 
—  
 
Depreciation and amortization
   
 
346,251
 
   
 
179,391
 
(Gain) loss of disposal of fixed assets
   
 
3,377
 
   
 
41,410
 
Deferred income taxes
   
 
1,531,399
 
   
 
—  
 
Stock issued for services
   
 
4,500
 
   
 
—  
 
Changes in assets and liabilities
                  
Accounts receivable
   
 
(295,407
)
   
 
(2,085,440
)
Prepaid advertising and other
   
 
578,515
 
   
 
13,855
 
Income tax receivable and payments
   
 
497,499
 
   
 
—  
 
Inventory
   
 
(243,896
)
   
 
(132,123
)
Deferred seminar expenses
   
 
331,103
 
   
 
(1,070,429
)
Other assets
   
 
5,790
 
   
 
(15,825
)
Accounts payable
   
 
144,365
 
   
 
(1,611,662
)
Accrued seminar expense
   
 
(156,395
)
   
 
(91,286
)
Deferred revenues
   
 
(1,648,775
)
   
 
4,976,612
 
Other liabilities
   
 
301,663
 
   
 
237,414
 
    
  
    
 
1,297,732
 
   
 
591,307
 
    
  
Net cash provided by operating activities
   
 
8,104,883
 
   
 
3,827,404
 
    
  
Cash flows from investing activities
                  
Purchases of property and equipment
   
 
(4,725,939
)
   
 
(103,811
)
Loans (to) from affiliates, net
   
 
(97,693
)
   
 
(37,757
)
    
  
Net cash used by investing activities
   
 
(4,823,632
)
   
 
(141,568
)
    
  
Cash flows from financing activities
                  
Principal payments on long-term debt
   
 
(499,972
)
   
 
(250,000
)
Principal payments on note payable – officer/stockholder
   
 
(49,972
)
   
 
—  
 
Proceeds from exercise of stock options
   
 
36,914
 
   
 
—  
 
    
  
Net cash used by financing activities
   
 
(513,030
)
   
 
(250,000
)
    
  
Net increase in cash and cash equivalents
   
 
2,768,221
 
   
 
3,435,836
 
Cash and cash equivalents, beginning of year
   
 
6,889,275
 
   
 
3,316,905
 
    
  
Cash and cash equivalents, end of period
   
$
9,657,496
 
   
$
6,752,741
 
    
  
 
Supplemental cash flow information:
Cash paid for income taxes was $0 for the nine months ended September 30, 2002 and 2001, respectively.
Cash paid for interest was $24,000 and $74,481 for the nine months ended September 30, 2002 and 2001, respectively.
 
Supplemental disclosure of non-cash activity:
During 2002, the Company issued 2,571 shares of common stock valued at $4,500 for services rendered.
During 2002, the Company issued 189,655 shares of common stock valued at $550,000 and $750,000 in debt in connection with the asset purchases of Teach Me To Trade.
 
See notes to consolidated financial statements.
 

F-4

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Notes to Financial Statements
 
Note 1—Significant Accounting Policies
 
The accompanying consolidated financial statements are unaudited and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission April 9, 2002, which includes audited financial statements for the years ended December 31, 2001 and 2000. The results of operations for the nine months ended September 30, 2002 may not be indicative of the results of operations for the year ended December 31, 2002.
 
Note 2—Related Party Transactions
 
The Company has rented one of its locations in Cape Coral, Florida, since 1992 from the Chairman of the Board and pays rent on annual leases. Rentals under the related party lease were $58,383 and $55,383 for the nine months ended September 30, 2002 and 2001, respectively. The Company leases approximately 8,700 square feet presently.
 
MRS Equity Corp. provides certain products and services for Whitney Information Network, Inc. and Whitney Information Network, Inc. provides MRS Equity Corp. with payroll services including leased employees. Whitney Information Network, Inc. provided payroll services to MRS Equity Corp. in the amounts of $109,459 and $27,864 for the nine months ended September 30, 2002 and 2001, respectively. MRS Equity Corp. provided Whitney Information Network, Inc. with $543,325 and $45,650 for product costs for the nine months ended September 30, 2002 and 2001, respectively. MRS Equity Corp. is a 100 percent subsidiary of Equity Corp. Holdings, Inc. of which the Chairman of the Board of Whitney Information Network, Inc. owns a controlling interest.
 
Precision Software Services, Inc. (PSS) is a company that develops and licenses software primarily for the real estate and small business industries and was acquired by the Company in 2001. The Chairman of the Board of Directors of Whitney Information Network, Inc. owned a majority interest in PSS. During the nine months ended September 30, 2002 and 2001, PSS provided Whitney Information Network, Inc. $0 and $30,000 in product cost. PSS sells products to Whitney Information Network, Inc. at a price less than the prices offered to third parties. Whitney Information Network, Inc. provided payroll services to PSS in the amount of $0 and $42,024 for the nine months ended September 30, 2002 and 2001.
 
Whitney Information Network, Inc. provided payroll services to Whitney Leadership Group, Inc. in the amount of $14,204 and $48,247 for the nine months ended September 30, 2002 and 2001, respectively. During 2002 and 2001, Whitney Information Network made payments of $186,564 and $184,105, respectively, for registration fees and commissions. The Chairman of the Board of Whitney Information Network, Inc. is the President and Chief Operating Officer of Whitney Leadership Group, Inc.

F-5

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Notes to Financial Statements
 
Note 2—Related Party Transactions (continued)
 
Those items above that are reasonably expected to be collected within one year are shown as current and those that are not expected to be collected during the next year are shown as non-current.
 
The following balances are due from (to) related parties:
 
    
September 30,
2002
     
December 31,
2001
  
    
(Unaudited)
         
Due from Whitney Leadership Group
   
$
345,035
 
   
$
232,126
 
Due from RAW, Inc.
   
 
8,210
 
   
 
9,071
 
Due to Trade Marketing, Inc.
   
 
(16,000
)
   
 
(16,000
)
Due to MRS Equity Corp
   
 
(79,961
)
   
 
(65,606
)
    
  
    
$
257,284
 
   
$
159,591
 
    
  
 
Note 3—Commitments and Contingencies
 
Litigation
 
The Company is not involved in any material asserted or unasserted claims and actions arising out of the normal course of its business that in the opinion of the Company, based upon knowledge of facts and advice of counsel, will result in a material adverse effect on the Company’s financial position.
 
Other
 
The Company carries liability insurance coverage, which it considers sufficient to meet regulatory and consumer requirements and to protect the Company’s employees, assets and operations.
 
The Company, in the ordinary course of conducting its business, is subject to various state and federal requirements. In the opinion of management, the Company is in compliance with these requirements.
 
Note 4—Income Taxes
 
As of September 30, 2002 and December 31, 2001, the Company has net operating loss (NOL) carryforwards for tax purposes of approximately $0 and $168,000, respectively.
 
Deferred tax liabilities and assets are determined based on the difference between the financial statement assets and liabilities and tax basis assets and liabilities using the tax rates in effect for the year in which the differences occur. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that based on available evidence, are not expected to be realized.

F-6

Table of Contents
WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES
 
Notes to Financial Statements
 
Note 4—Income Taxes (continued)
 
The accompanying balance sheet includes the following:
 
    
September 30,
2002
     
December 31,
2001
  
    
(Unaudited)
         
Deferred tax asset from NOL carryforward
   
$
—  
 
   
$
62,500
 
Deferred tax (liability) asset from deferred expense/revenue recognition
   
 
(1,531,000
)
   
 
3,041,000
 
    
  
Total deferred tax (liability) asset
   
 
(1,531,000
)
   
 
3,103,500
 
Valuation allowance for deferred tax asset
            
 
(3,103,500
)
    
  
Net deferred tax liability
   
$
(1,531,000
)
   
$
—  
 
    
  
 
Note 5—Stockholders’ Equity
 
In April 2002, the Board of Directors authorized the issuance of 591,250 stock options to employees at an exercise price of $1.81, which was equal to market value.
 
In August 2002, 189,655 shares valued at $550,000 of the Company’s common stock were issued in exchange for assets. The assets purchased were from an entity named, Teach Me To Trade. The Company was formally a partner in this business. The purchase price was $2,000,000 in total and was comprised of payments of $700,000 in cash, $550,000 in stock, and $750,000 in debt. During the first and second quarters of 2002, the Company had advanced $200,000 to Teach Me To Trade which was credited towards the purchase price. In September of 2002, the Company remitted payments early relating to the purchase price and received a $12,000 discount. The purchase price was allocated to software, $1,000,000, trademark, $688,000, and a customer list, $300,000.
 
Note 6—Subsequent Event
 
In October 2002, the Company signed a letter of intent with an underwriter to enter into a public offering of 1,000,000 shares of the Company’s stock to be sold between $5 and $6 dollars per share. In addition, the letter of intent provides that the underwriter would become a consultant to the Company for a period of two years at a rate of $5,000 per month. The Company has started its due diligence process with the underwriter and hopes to proceed with the offering in early 2003.

F-7

Table of Contents
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto.
 
None of the Company’s business is subject to seasonal fluctuations.
 
Revenues:    Total revenue for the nine months ended September 30, 2002 was $46,863,355, an increase of $14,439,969 or 45% compared to the same period in 2001 of $32,423,386. Revenues for the three months ending September 30, 2002 were $13,875,257, an increase of $4,636,203 over the prior quarter ending September 30, 2001 of $9,239,054. The combination of the increase in advance training courses held, higher registrations, and co-marketing efforts via strategic alliances with other educational training companies contributed to the increase above. In addition, during the three months ending September 30, 2002, the Company recognized approximately $6,000,000 on contracts with customers entered into prior to September 30, 2001. A large portion of this revenue was recognized because the customer’s contract period had expired and minor changes were made in the Company’s internal policies concerning contract terms with its customers. Specifically, in the past, the Company had permitted customers to extend their contract period which caused an extension of the time revenue was deferred. The Company no longer permits customers to extend the contracts, therefore, the Company recognized revenue previously deferred under the old policy.
 
Advertising and Sales Expense:    Advertising and sales expense, of which advertising represents approximately 60% of the expenses for the nine months ended September 30, 2002, was $10,396,566, an increase of $1,137,199 or 12% compared to the same period in 2001. The increase in advertising and sales expense for the quarter ending September 30, 2002 was $104,061 or 4% resulting in advertising and sales expense for the quarter of $2,877,541. The small increase in advertising and sales expense compared to the increase in sales is due to better media buying, and new marketing programs with a new advertising agency.
 
General and Administrative expenses increased to $9,093,399, an increase of $3,197,693 or 54% over the comparable period in 2001 of $5,895,706. The increase in general and administrative expenses to $3,270,867 for the quarter ended September 30, 2002 from $2,000,768 for the quarter ending September 30, 2001 was $1,270,099 or 63%. This increase is due primarily to increased personnel hired to handle the increase in the Company’s volume.
 
Seminar expenses increased proportionately in comparison with the increase in sales for the first nine months of 2002 to $19,256,888 an increase of $5,080,272 or 36% over the prior comparable period in 2001 and to $,6,930,288 for the quarter ending September 30, 2002 an increase of 64% over the comparable period in 2001. This was due primarily to a slight change in the product mix in addition to the revenue realized due to the expiration of contracts as described above.
 
Net Income for the nine months ending September 30, 2002 was $6,807,151 as compared with net income of $3,236,097 for the nine months ending September 30, 2001, an increase of $3,571,054 or 110% or $.86 per share as compared to $.43 per share for the prior period. Net Income for the three months ending September 30, 2002 was $672,169 as compared with net income of $356,553 for the three months ending September 30, 2001, an increase of $315,616 or 89% or $.08 per share as compared to $.05 per share for the prior period. The increase is directly attributable to increased sales in 2002 over the prior period, higher realization of deferred revenues, increased production from marketing programs resulting in a larger gross profit and a disproportionate increase in advertising expenses, net of a related increase in income tax expense. The increase in income tax expense is attributable to the temporary difference of the treatment of the deferred expenses for book and for tax.

Table of Contents
 
More than 20,000 new students register for one or more of the Company’s programs each month. The Company’s success can also be attributed to the fact that a large percentage of its gross annual revenue can be attributed to repeat business, a factor that also indicates students find its training to be effective.
 
Liquidity and Capital Resources
 
The Company’s capital requirements consist primarily of working capital, capital expenditures and acquisitions. Historically, the Company has funded its working capital and capital expenditures using cash and cash equivalents on hand. Cash increased by $2,904,755 to $9,657,496, an increase of 43% over the previous comparable period in 2001 and a decrease of $2,961,523 or 23% over the previous quarter. This was due primarily to cash purchases this quarter of land for the future headquarters of the company and fixed assets.
 
The Company’s cash provided by operating activities was $8.10 million and $3.83 million for the nine months ended September 30, 2002 and 2001, respectively. In the nine months of 2002, cash flows from advanced training programs were positively impacted by the increased collection efforts by the sales associates accompanying the instructors and trainers at the training locations.
 
The Company’s cash used in investing activities was $4,823,932 and $141,568 for the six months ended September 30, 2002 and 2001, respectively. The Company’s investing activities for the three months ended September 30, 2002 and 2001 were primarily attributable to the purchase of property and equipment.
 
FORWARD-LOOKING STATEMENTS
 
Certain information included in this report contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (“Reform Act”). Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance of the Company to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements. In connection with the safe harbor provisions of the reform act, the Company has identified important factors that could cause actual results to differ materially from such expectations, including operating uncertainty, acquisition uncertainty, uncertainties relating to economic and political conditions and uncertainties regarding the impact of regulations, changes in government policy and competition. Reference is made to all of the Company’s SEC filings, including the Company’s Report on Form 10K, incorporated herein by reference, for a description of certain risk factors. The Company assumes no responsibility to update forward-looking information contained herein.
 
Item 4.    CONTROLS AND PROCEDURES
 
The Company, under the supervision of the chief executive and financial officer, has conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based upon the results of this evaluation, the Company believes that they maintain proper procedures for gathering, analyzing and disclosing all information in a timely fashion that is required to be disclosed in its Exchange Act reports. There have been no significant changes in the Company’s controls subsequent to the evaluation date.

Table of Contents
PART II
 
ITEM 1.    LEGAL PROCEEDINGS
 
The Company is not a party defendant in any material pending or threatened litigation and to its knowledge, no action, suit or proceedings has been threatened against its officers and its directors.
 
ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS
 
The rights of the holders of the Company’s securities have not been modified nor have the rights evidenced by the securities been limited or qualified by the issuance or modification of any other class of securities.
 
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
 
There are no senior securities issued by the Company.
 
ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
 
No matter was submitted during the nine months ended September 30, 2002 to a vote of security holders, through the solicitation of proxies or otherwise.
 
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.
 
(a)
     
Exhibit No.
   
Description
      
99.1
   
Certification of the Chief Executive Officer of Whitney Information Network, Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      
99.2
   
Certification of the Chief Financial Officer of Whitney Information Network, Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b)
     
Reports on Form 8-K
      
No reports were filed on Form 8-K during the quarter ended September 30, 2002

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SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
       
WHITNEY INFORMATION NETWORK, INC.
Dated:
  
November 14, 2002  
      
By:
  
/s/    RUSSELL A. WHITNEY        
               
Russell A. Whitney
President
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
 
Signature
   
Title
  
Date
/s/    RUSSELL A. WHITNEY        
Russell A. Whitney
   
President/Director/Chief Executive Officer/Chairman
  
November 14, 2002
/S/    RONALD S. SIMON        
Ronald S. Simon
   
Secretary/Treasurer/Chief Financial Officer/ Principal Accounting Officer and Director
  
November 14, 2002
 

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Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
 
I, Russell A. Whitney, the Chief Executive Officer of Whitney Information Network, Inc. (the “Company”), certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of the Company;
 
2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b)    evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
a)    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6.    The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Dated: November 14, 2002
 
/s/    RUSSELL A. WHITNEY        
Name: Russell A. Whitney
Title: Chief Executive Officer

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Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
 
I, Ronald S. Simon, the Chief Financial Officer of Whitney Information Network, Inc. (the “Company”), certify that:
 
1.    I have reviewed this quarterly report on Form 10-Q of the Company;
 
2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
b)    evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
 
5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
a)    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
6.    The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Dated: November 14, 2002
 
/s/    RONALD S. SIMON        
Name: Ronald S. Simon
Title: Chief Financial Officer