| I, Kenneth J. Yonika, certify that: |
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| 1.                                  | I have reviewed this report on Form 10-Q 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 overfinancial 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:  August 14, 2009    | /s/   KENNETH J. YONIKA                             |
|                                | Kenneth J. YonikaChief Financial Officer |