EXHIBIT 31.2


I, Michael J Peterson, certify that:

7.       I have reviewed this quarterly report on Form 10-QSB of WHY USA
Financial Group, Inc. for the quarterly Period ending June 30, 2003, and

8.       Based on my knowledge , this quarterly report fully complies with the
requirements of Section 13(9) or 15(d) of the Securities Exchange Act of 1934
and 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:

9.       Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial conditions, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

10.      The registrant's other certifying officer 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 have:

g)       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
         entitles, particularly during the period in which this quarterly report
         is being prepared;

h)       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of the date with in 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

i)       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;

11.      The registrant's other certifying officer, and I have disclosed, base
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 functions):

e)       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 date and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

f)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

12.      The registrant's other certifying officer 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.

Date:    August 8, 2003                   /s/ Michael J Peterson
                                          -------------------------------------
                                          Michael J Peterson
                                          Chief Financial Officer


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