| I,      Kenneth J. Yonika, certify that: |
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| 1.                                       | I      have reviewed this report on Form 10-Q/A of WHY USA Financial Group,      Inc.;  |
| 2.                                       | Based      on my knowledge, this report does not contain any untrue statement of      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      report;  |
| 3.                                       | Based      on my knowledge, the financial statements, and other financial information      included in this report, fairly present in all material respects the      financial condition, results of operations and cash flows of WHY USA      Financial Group, Inc. as of, and for, the periods presented in this      report;  |
| 4.                                       | I      am responsible for establishing and maintaining disclosure controls and      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and      internal control over financial reporting (as defined in Exchange Act      Rules 13a-15(f) and 15d-15(f)) for WHY USA Financial Group, Inc. and      have:  |
|                                     | A. | Designed      such disclosure controls and procedures to ensure that material      information relating to WHY USA Financial Group, Inc., including its      consolidated subsidiaries, is made known to me by others within those      entities, particularly during the period in which this report is being      prepared;  |
|                                     | B. | Designed      such internal controls over financial reporting to provide reasonable      assurance regarding the reliability of financial reporting and the      preparation of financial statements for external purposes in accordance      with generally accepted accounting principles;  |
|                                     | C. | Evaluated      the effectiveness of WHY USA Financial Group, Inc.'s disclosure controls      and procedures and presented in this report our conclusions about the      effectiveness of the disclosure controls and procedures, as of the end of      the period covered by this report based on such evaluation;      and  |
|                                     | D. | Disclosed      in this report any change in WHY USA Financial Group, Inc. internal      controls over financial reporting that occurred during WHY USA Financial      Group, Inc.'s most recent fiscal quarter that has materially affected or      is reasonably likely to materially affect, WHY USA Financial Group, Inc.'s      internal control over financial reporting.  |
| 5.                                       | I      have disclosed, based on my most recent evaluation of internal control      over financial reporting, to WHY USA Financial Group, Inc.'s auditors and      the audit committee of WHY USA Financial Group, Inc.'s board of      directors:  |
|                                     | A. | All      significant deficiencies and material weaknesses in the design or      operation of internal control over financial reporting which are      reasonably likely to adversely affect WHY USA Financial Group, Inc.'s      ability to record, process, summarize and report financial information;      and  |
|                                     | B. | Any      fraud, whether or not material, that involves management or other      employees who have a significant role in WHY USA Financial Group, Inc.'s      internal control over financial reporting. |
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| Date:  November      21, 2008  | /s/   KENNETH J.      YONIKA |
|                                     | Kenneth      J. YonikaChief      Financial Officer |

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