EXHIBIT 31.2

I, Michael J Peterson, certify that:

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

         2.       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:

         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
                  conditions, 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 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:

                  a)       designed such disclosures 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;

                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of the 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 officer, 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
                  functions):

                  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 date 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 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: November 10, 2003         by /s/ Michael J Peterson
                                           ------------------------------
                                           Michael J Peterson
                                           Chief Financial Officer


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