`SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2001

                        Whitney Information Network, Inc.
             (Exact name of registrant as specified in its charter)

       Colorado                     0-27403                     84-1475486
     ------------            -----------------------        ------------------
(State or other jurisdiction      (Commission                  (IRS Employer
   of incorporation)               File Number)              Identification No.)

                4818 Coronado Parkway, Cape Coral, Florida 33904
--------------------------------------------------------------------------------
               (Address of principal executive offices) (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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure  will be contained,  to
the  best  of  the  Issuer's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

The  Issuer's  revenues  for the  fiscal  year ended  December  31,  2001,  were
$42,157,740.  The  aggregate  market value of the voting and  non-voting  common
stock held by non-affiliates of the Issuer, computed by reference to the closing
sale price of such common  stock as quoted on the OTCBB as of March 28, 2002 was
about $ 1,372,000.  (Aggregate  market value has been  estimated  solely for the
purpose of this report.  For the purpose of this report it has been assumed that
all officers and directors are affiliates of the Registrant. The statements made
herein shall not be construed  as an admission  for the purposes of  determining
the affiliate status of any person.)

The  Issuer  had  7,878,023  common  shares of common  stock  outstanding  as of
December 31, 2001.

Documents incorporated by reference:  See ITEM 13 - EXHIBITS AND REPORTS ON FORM
8-K


                                     PART I

ITEM 1. BUSINESS

History

Whitney Information  Network,  Inc. (the "Company") was incorporated in Colorado
on February 23, 1996 as Gimmel Enterprises, Inc. On August 18, 1998, the Company
acquired  all of the issued and  outstanding  shares of common  stock of Whitney
Education Group, Inc. ("WEG"), a Florida corporation,  organized on November 12,
1992 and WEG became a wholly  owned  subsidiary  of the  Company.  On August 10,
1998,  the Company  changed its name to WIN Systems  International,  Inc. and on
February 11, 1999, the Company changed its name to Whitney Information  Network,
Inc.

General

Since 1994, the Company has been a leading  provider of educational and training
courses for students  throughout  the United States and more recently in Canada,
the United Kingdom and Central  America.  These courses  provide  instruction on
real estate investing,  business strategies, stock market investment techniques,
entering international business markets, cash management and asset protection.

Initially,  the  Company  focused on basic and  advanced  real  estate  training
programs.  Although  U.S.  based real  estate  training  represents  the largest
educational  segment of the Company's  business,  involving the training of over
12,000  students  each  month,  the Company has  gradually  expanded  its course
offerings and its markets.

Currently, the Company offers an average of 150 educational courses and training
programs  per month  covering 22  subjects  to  students  in the United  States,
Canada, the United Kingdom and Central America.  Training is offered in the U.S.
and  internationally  in  meeting  facilities  and  conference  centers,  at the
Company's 11 regional training centers,  and at the Company's 11,000 square foot
national  training  facility  in  Cape  Coral,  Florida.  The  Company  is  also
completing  the  construction  of a 7,000  square  foot  training  facility  and
conference center in Central America.

The Company  supports it  educational  training by providing its students with a
series of outlines, magazines, books, cassette tapes, CDs, Web-based interactive
discussions  and learning tools and software  programs.  Currently,  the Company
offers  over 25  educational  publications  and  software  packages,  which  are
distributed  to students  registered in the Company's  educational  programs and
sold directly to the public.

Students  are  recruited  by  attending a free  informational  training  session
related to a specific  educational  subject.  The subject,  date and location of
these  training  programs  are  advertised  in local  newspapers,  in radio  and
television  advertisements  and through direct mailings and  telemarketing.  The
Company employs over 45 trainers who educate over 15,000 students per year.

Following the initial training session,  students interested in learning more on
the lecture  subject  may  subscribe  to the  Company's  periodic  publications,
purchase books or software  programs or attend  advanced  training  courses.  In
addition to its over 45 resource publications,  the Company offers from three to
five day advanced training  programs.  These advanced training programs are held
at the Company's 11 regional  training  centers,  at training centers in Canada,
the United Kingdom and Central  America and at the Company's  national  training
center located in Cape Coral,  Florida.  The Company also provides post training
programs  conducted  by over 30  Company  mentors  who  travel to the  student's
hometown for "hands on" business  training.  Approximately  80% of the Company's
revenue is derived from its various real estate training courses,  which include
leveraged  residential  and  commercial  real  estate  acquisition,  real estate
financing techniques, the use of purchase/lease options, property management and
real estate  foreclosure  techniques.  The balance of the  Company's  revenue is
divided between courses offering other business strategies, such as stock market
strategies,  options  trading,  asset  protection,   acquisition  of  commercial
properties,  creative  financing  techniques,  international  finance  and other
topical business subjects.

The Company conducts its operations  through 14 U.S. based and foreign corporate
subsidiaries.  In recent years the Company has expanded its course offerings and
its  marketing  areas,  which has resulted in  significant  revenue and earnings
growth.  The  Company's  strategy is to continue its  leadership  in  for-profit
educational services by adding new educational  courses,  continuing to increase
its number of course offerings and by further expanding its educational products
internationally. Additional emphases will also be placed upon the direct sale of
educational  products  and  reference  materials  through  media and direct mail
advertisements  as well as  through  the  Company's  Web sites.  The  Company is
accredited  as a proprietary  school in Texas and may seek similar  academic and
educational accreditation in other states and foreign countries.

The  for-profit  education  industry is extremely  varied in scope and intensely
competitive.  In  a  broad  sense,  the  Company  competes  with  post-secondary
education  companies  that offer  technical and  industrial  training and career
training, as well as courses leading to undergraduate and advanced degrees. More
specifically,  the Company  competes with a number of other companies that offer
training on specific  business  subjects  including real estate and stock market
investing.  Generally,  competitive  factors within the proprietary  educational
market include the range and depth of course offerings,  the quality of teachers
and trainers,  the quality of reference  materials  provided in connection  with
course studies and the cost of the  educational  process.  The Company  believes
that the range and depth of its course  offerings and the  "Whitney"  brand name
offer it competitive  advantages over most of its competitors.  The Company also
believes that it competes  favorably  with respect to the remaining  competitive
factors.

The Company employs over 160 full time employees.

ITEM 2.  PROPERTIES

The Company leases office space from Russ Whitney,  Chief Executive  Officer and
Chairman of the Board of Directors, pursuant to the terms of a three-year lease,
which  commenced on September 1, 1999 and  terminates on October 31, 2002 with a
monthly rental  payment of $5,805.  The terms of the lease are no less favorable
as can be obtained from independent third parties.

A subsidiary of the Company leases 6,840 square feet of office space from Draper
Business Park L.C. at Suite 230,  Building #7, 12244 South  Business Park Drive,
Draper,  Utah,  pursuant to a written lease agreement.  The term of the lease is
from  November  1, 2001 to October 31, 2006 and is payable at the rate of $6,128
per month.

Whitney Canada,  Inc., the Company's  Canadian operating  subsidiary,  leases an
office building at Unit 20, 3780-14th  Avenue,  Ontario,  Canada,  pursuant to a
written  lease  agreement,  expiring on April 30, 2003 at monthly  rents ranging
from $1,081 to $1,654 in Canadian dollars.

A subsidiary of the Company owns an office building at 1612 E. Cape Coral,  Cape
Coral, FL. The Company has been leasing space to two tenants pursuant to written
lease  agreements.  One of the leases  expires  in 2005 and the other  lease was
cancelled as of March 1, 2002.  The Company will occupy the vacated  premises in
2002.

The Company is building a 7,000 square foot  international  conference center in
Costa Rica at an approximate cost of $550,000. The conference center is expected
to be completed in 2002.

ITEM 3.  LEGAL PROCEEDINGS

The  Company  is not a  party  to any  material  litigation  nor  has  any  such
litigation been threatened against it.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matter was submitted  during the fourth quarter of the fiscal year covered by
this report to a vote of security  holders,  through the solicitation of proxies
or otherwise.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's  shares are traded on the Bulletin  Board operated by the National
Association of Securities Dealers, Inc. (the "Bulletin Board") under the trading
symbol  "RUSS" since August 1998.  The  quotations  below  reflect  inter-dealer
prices,  without retail  mark-up,  markdown or commissions and may not represent
actual  transactions.  Trading by quarters for 2001,  2000 and 1999 fiscal years
ended December 31 are as follows:

Fiscal quarter 2001                           High Ask        Low Bid
                                            ------------    ----------

      Fourth Quarter                         $      1.85     $      1.50
      Third Quarter                          $      2.95     $      1.65
      Second Quarter                         $      1.90     $      1.05
      First Quarter                          $      2.00     $       .95

Fiscal quarter 2000

      Fourth Quarter                         $      1.25     $      1.00
      Third Quarter                          $      1.25     $      1.05
      Second Quarter                         $      4.00     $      3.25
      First Quarter                          $      3.87     $      3.50

Fiscal quarter 1999

      Fourth Quarter                         $      2.50     $      1.88
      Third Quarter                          $      2.00     $      1.44
      Second Quarter                         $      2.00     $      1.87
      First Quarter                          $      2.00     $      1.75

As of  December  31,  2001,  the Company had 172 holders of record of its Common
Stock.

The  Company  has not  paid  any  dividends  since  its  inception  and does not
anticipate paying any dividends on its Common Stock in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

The  following   consolidated   selected  financial  data  discloses   financial
information  during the Company's four years of operations and should be read in
conjunction with its Consolidated Financial Statements and related Notes thereto
appearing elsewhere in this report. The consolidated selected financial data has
been derived from the Company's  consolidated  financial  statements  which have
been  audited  by  Ehrhardt  Keefe  Steiner & Hottman PC and Larry  Legel,  CPA,
independent auditors, as indicated in their report included herein.


                                2001        2000        1999        1998
                            ------------  ---------   ----------  -----------

Operating revenues           42,157,740  32,859,857   26,775,589  13,760,208
Profit (loss) from
 continuing operations        2,281,363  (8,960,463)  (1,962,266) (2,238,307)
Profit (loss) from
 continuing operations
 per share                          .30       (1.19)        (.26)       (.30)
Total assets                 16,544,869  13,654,597    6,284,403   2,327,228
Long-term obligations           575,000   1,200,000            0      64,979
Cash flow from operations     5,276,500   3,545,361    1,250,950     619,468


ITEM 7. 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.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements within the meaning of the 'safe
harbor'  provisions under section 21E of the Securities and Exchange Act of 1934
and  the  Private   Securities   Litigation   Act  of  1995.  The  Company  uses
forward-looking  statements in its  description  of its plans and objectives for
future  operations  and  assumptions  underlying  these  plans  and  objectives.
Forward-looking  terminology  includes the words "may",  "expects",  "believes",
"anticipates",  "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms.  These  forward-looking  statements
are based on management's  current  expectations  and are subject to factors and
uncertainties  which could cause actual results to differ  materially from those
described in such  forward-looking  statements.  The Company expressly disclaims
any obligation or  undertaking  to release  publicly any updates or revisions to
any forward-looking statements contained in this report to reflect any change in
its expectations or any changes in events,  conditions or circumstances on which
any forward-looking  statement is based.  Factors which could cause such results
to differ  materially  from those  described in the  forward-looking  statements
include  economic  conditions  such as levels of employment and interest  rates,
competitive  conditions,  the  Company's  ability to  finance  its  growth,  the
retention of key management personnel and other factors described in this report
and in the Company's filings with the SEC.

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998

Revenue

Revenues  for the year ended  December  31, 1999  increased  to  $26,775,589  as
compared with  $13,760,208  for the year ended  December 31, 1998 an increase of
$13,687,306,  or 105%.  The increase in revenue is a direct  result of increased
basic  and  advance  real  estate  courses  offered  to  students  along  with a
successful media campaign.  Seminar expenses  increased  $6,846,462 for the year
ended December 31, 1999 from $4,682,850 for the year ended December 31, 1998.

During  1999,  more than 12,000 new students  registered  for one or more of the
Company's programs each month. Improved revenue is also attributable to the fact
that 71  percent  of its  gross  annual  revenue  can be  attributed  to  repeat
business, a factor that also indicates students find its training is effective.

Advertising and Sales Expense

Advertising and sales expense  increased for the year ended December 31, 1999 to
$12,708,275  from $8,773,036 for the year ended December 31, 1998. This increase
in advertising and sales expenses represented  management's decision to increase
sales,  expand product lines, and offer the Company's students a greater variety
of courses.  As a result there were a greater number of period costs incurred in
the year ended December 31, 1999 where certain  marketing  strategies were being
tested  and  refined.  Thus,  expenses  increased   proportionately  with  sales
increases due to the higher expenditures in 1999.

Advertising,  sales and marketing  expenses consist  primarily of television and
newspaper advertising,  direct mailings,  travel, public relations, trade shows,
and preparation of marketing literature and overhead allocations.

General and Administrative Expense

General and administrative expenses increased from $2,542,629 for the year ended
December  31, 1998 to  $4,500,268  for the year ended  December  31,  1999.  The
overall  increase in the year ended  December  31, 1999 of  $1,957,639  (or 76%)
reflects the initial startup expenses in adding more courses and trainers in the
last  half of 1999 and  development  of  additional  products  in 1999 that were
one-time  expenditures.  General and  administrative  expenses consist mainly of
salaries and other personnel-related  expenses for the Company's administrative,
executive, and finance personnel as well as outside legal and auditing costs.

The net loss was  $1,962,266  for the year ended December 31, 1999 compared with
loss of $2,238,307  for the year ended  December 31, 1998, a decrease in loss of
$276,041 or 22% over the prior year. This resulted in loss of $.26 per share for
the year  ended  December  31,  1999 as  compared  with $.30 for the year  ended
December 31, 1998.

Liquidity and Working Capital

At  December  31,  1999 the Company  had cash of  $1,274,708  as  compared  with
$370,571 at December  31,  1998.  This  increase  of $904,137  was  attributable
primarily to operations.

Deferred Educational Revenues

Deferred educational revenues arise when a student purchases a course or courses
and does not attend  those  courses  until  after the balance  sheet  date.  All
courses must be scheduled by the  students  within 90 days of  registration  and
taken within one year. Deferred revenues at December 31, 1999 were $9,311,574 as
compared  with  those at  December  31,  1998 of  $3,958,244.  This  substantial
increase represents a natural increase from higher volume and an increase due to
a change in emphasis from basic training to intensified training and educational
camps.  Thus, a greater amount of revenue was deferred as a larger proportion of
educational  products sold in 1999 were not realized until the student  attended
the  courses  for which  he/she was  registered.  In  addition  to the  deferred
revenues,  there was a  commensurate  amount of expenses  associated  with those
revenues  that is also  deferred.  As of December 31, 1998 there was $676,899 of
expenses that were deferred as compared to $1,361,326 at December 31, 1999.

YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Revenues  for the year ended  December  31, 2000  increased  to  $32,859,857  as
compared with  $26,775,589  for the year ended  December 31, 1999 an increase of
$6,084,268 or 23%. Total deferred revenues on the balance sheet were $22,640,442
and  $9,311,574  at  December  31,  2000 and 1999,  respectively.  Cost of sales
increased to $22,232,387  for the year ended December 31, 2000 from  $11,529,312
in the year ended December 31, 1999.

Advertising,  selling and general and administrative  expenses increased for the
year ended  December 31, 2000 to $19,587,933  from  $17,208,543 as compared with
1999.  These  substantial  increases  in revenues and expenses in 2000 over 1999
reflect a general increase in business activity,  and reflect the results of the
Company's plan to expand its business into new markets and develop new products.

Sales and  marketing  expenses  consist  primarily of  television  and newspaper
advertising,   direct  mailings,  travel,  public  relations,  trade  shows  and
preparation  of  marketing  literature  and  overhead  allocations.  General and
administrative  expenses consist mainly of salaries and other  personnel-related
expenses for the Company's  administrative,  executive and finance  personnel as
well as outside legal and auditing costs.

Net loss of $8,703,127  for the year ended  December 31, 2000  increased by 343%
over the net loss for the year ended  December 31, 1999 of  $1,962,266 or a loss
of $1.16 per share as compared with a loss of $.26 a share for the prior year.

Earnings (Loss) Before Interest,  Taxes,  Depreciation and Amortization (EBITDA)
for the year ended December 31, 2000 and 1999 was $(8,533,194) and $(1,923,999),
respectively.  EBITDA is defined  as net  income  (loss)  before  income  taxes,
interest and other income and expense,  net, plus  depreciation and amortization
including amortization of pending real estate sales contracts.

Liquidity and Working Capital

At  December  31,  2000 the company  had cash of  $3,316,905  as  compared  with
$1,274,708 at December 31, 1999.  This  increase of  $2,042,197 is  attributable
primarily to cash provided by operations.  The company anticipates that its cash
flow from operations will be sufficient to meet its needs in the next 12 months.

YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

Revenues  for the year ended  December  31, 2001  increased  to  $42,157,740  as
compared with  $32,859,857  for the year ended  December 31, 2000 an increase of
$9,297,883 or 28%. Total deferred revenues on the balance sheet were $23,937,349
and $22,640,442 at December 31, 2001 and 2000, respectively.

Seminar  expenses  decreased to $19,533,802 for the year ended December 31, 2001
from  $22,232,387  for the year ended  December 31, 2000.  Due in part to a $3.4
million  reduction in costs  related to the  Company's  Internet  division  (see
below), which ceased providing outside marketing services during 2001, partially
offset by an increase  in speaker  fees paid by the  Company  for  trainers  who
conducted  the  Company's  seminars.  Speaker fees  approximate  12% of revenues
($5,000,000 for 2001 and $4,000,000 for 2000). The remainder of seminar expenses
remained  relatively  constant from 2000 to 2001.  While the Company  defers the
speaker  fees  related  to its  deferred  revenues,  costs of the  seminars  are
expensed as  incurred.  Due to the $13 million  increase in deferred  revenue in
2000 over 1999 levels,  these  seminars are generally  fulfilled in 2001 causing
income from operations to increase from a $8.9 million operating loss in 2000 to
a $2.2 million operating income in 2001.

Advertising,  selling and general and administrative  expenses increased for the
year ended December 31, 2001 to  $20,342,575  from  $19,587,933  in 2000.  These
increases in revenues and expenses in 2001 over 2000 reflect a general  increase
in business  activity,  and reflect the results of the Company's  plan to expand
its business into new markets and develop new products.

Sales and  marketing  expenses  consist  primarily of  television  and newspaper
advertising,   direct  mailings,  travel,  public  relations,  trade  shows  and
preparation  of  marketing  literature  and  overhead  allocations.  General and
administrative  expenses consist mainly of salaries and other  personnel-related
expenses for the Company's  administrative,  executive and finance  personnel as
well as outside legal and auditing costs.

Net income of  $2,534,247  for the year ended  December  31, 2001  increased  by
$11,237,374 over the net loss for the year ended December 31, 2000 of $8,703,127
or a gain of $1.49  per share as  compared  with a loss of $1.16 a share for the
prior year.

After  continued  losses in the  internet  division,  the Company  shut down the
outside training operations in 2001 and continued to maintain website operations
and sales in that  division.  Also,  after a test  period,  the Company  decided
during  2001 not to proceed  with the  Building  Wealth  Centers in Georgia  and
Mississippi due to unacceptable returns and higher than anticipated fixed costs.

Earnings (Loss) Before Interest,  Taxes,  Depreciation and Amortization (EBITDA)
for the year ended December 31, 2001 and 2000 was  $2,930,874 and  $(8,523,186),
respectively.  EBITDA is defined  as net  income  (loss)  before  income  taxes,
interest and other income and expense,  net, plus  depreciation and amortization
including amortization of pending real estate sales contracts.

Liquidity and Working Capital

At  December  31,  2001 the Company  had cash of  $6,889,275  as  compared  with
$3,316,905 at December 31, 2000.  This  increase of  $3,572,370 is  attributable
primarily to cash provided by operations.  The company anticipates that its cash
flow from operations will be sufficient to meet its needs in the next 12 months.

In addition,  the Company from time to time evaluates potential  acquisitions of
business products and/or technologies that complement the Company's business. To
the extent that resources are insufficient to fund the Company's activities, the
Company may need to raise additional funds.  There can be no assurance that such
additional  funding,  if needed,  will be available.  If adequate  funds are not
available on acceptable terms, the Company may be unable to expand its business,
develop  or  enhance  its  products  and  services,  take  advantage  of  future
opportunities  or respond to  competitive  pressures,  any of which could have a
material  adverse  effect  on the  Company's  business,  operating  results  and
financial condition.

Fluctuations in Quarterly Operating Results

The  Company's  quarterly  operating  results  have  varied  in the past and are
expected  to vary in the  future as a result of a variety  of  factors,  some of
which are outside the Company's  control.  Factors that may adversely affect the
Company's  quarterly  operating results include the demand for  technology-based
training in general, and demand for online learning solutions in particular: the
size and timing of educational  sessions and  registrations,  the mix of revenue
from products and services, the mix of products sold, market acceptance.

September 11, 2001 Events and Effect on the Company

A large  amount of  recognized  revenue  is  derived  when  students  attend the
intensified  training  camps as well as the  specialized  training  courses held
around the country at locations that routinely require air travel. Following the
events of September 11th, the Company experienced a downturn of students willing
to travel during the following three months and had to cancel or scale back many
of these training camps during the fourth  quarter 2001,  thereby  significantly
reducing revenues during the fourth quarter of 2001. During the first quarter of
2002 attendance returned to normal levels. In addition, during the 9/11 tragedy,
many of the  Company's  television  commercials  were  pre-empted  by 9/11  news
coverage reducing student enrollment by half.

Office Building 

Whitney  Information  Network,  Inc. entered into a purchase agreement on August
11, 2000 to purchase real  property in Cape Coral,  Florida known as the SunBank
Building at 1612 E. Cape Coral Parkway at a purchase  price of  $2,200,000.  The
closing of this  commercial  office  building  took place on November 9, 2000. A
deposit of $500,000 was made on August 11, 2000 and an  additional  down payment
of $500,000 was paid at closing.


ITEM 8.  FINANCIAL STATEMENTS




                   WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                            Consolidated Financial Statements
                                           and
                              Independent Auditors' Reports
                               December 31, 2001 and 2000



                                 Table of Contents



Independent Auditors' Reports

Consolidated Financial Statements

      Consolidated Balance Sheets

      Consolidated Statements of Income

      Colidated Statement of Changes in Stockholders' Deficit

      Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements








                      INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
Whitney Information Network, Inc. and Subsidiaries
Cape Coral, Florida


We  have  audited  the   accompanying   consolidated   balance  sheets  of  Whitney
Information  Network,  Inc. and  Subsidiaries as of December 31, 2001 and 2000, and
the  related  consolidated  statements  of  operations,  changes  in  stockholders'
deficit  and cash  flows for the years then  ended . These  consolidated  financial
statements   are   the   responsibility   of   the   Company's   management.    Our
responsibility   is  to  express  an  opinion  on  these   consolidated   financial
statements based on our audits.

We conducted our audits in accordance with auditing  standards  generally  accepted
in the  United  States  of  America.  Those  standards  require  that we  plan  and
perform the audit to obtain  reasonable  assurance  about whether the  consolidated
financial  statements  are  free  of  material  misstatement.   An  audit  includes
examining,  on a test basis,  evidence  supporting  the amounts and  disclosures in
the  consolidated  financial  statements.  An audit  also  includes  assessing  the
accounting  principles used and significant  estimates made by management,  as well
as  evaluating  the  overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the consolidated  financial  statements  referred to above present
fairly, in all material  respects,  the financial  position of Whitney  Information
Network,  Inc. and  Subsidiaries  as of December 31, 2001 and 2000, and the results
of their  operations  and their cash  flows for the years then ended in  conformity
with accounting principles generally accepted in the United States of America.


                                          /s/Ehrhardt Keefe Steiner & Hottman PC
                                             Ehrhardt Keefe Steiner & Hottman PC

March 20, 2002
Denver, Colorado





                                LARRY LEGEL, CPA

                             Practice Concentrating in
                              Taxation and Securities

                        5100 N. Federal Highway, Suite 409
                             Ft. Lauderdale, FL 33308

                               (954) 493-8900 Office
                                (954) 493-8300 Fax
                            e-mail: LarryLegel@aol.com


INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of the
Whitney Information Network, Inc.
Cape Coral, FL  33907

I have audited the accompanying  consolidated  balance sheet of Whitney Information
Network, Inc. (formerly WIN Systems,  International,  Inc.) as of December 31,1999,
and the related  statements of  consolidated  operations,  changes in  consolidated
stockholders'  equity,  and consolidated cash flows for the year then ended.  These
financial  statements  are  the  responsibility  of the  Company's  management.  My
responsibility   is  to  express  an  opinion  on  these   consolidated   financial
statements based on my audits.

I  have  conducted  my  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that I plan and  perform the audit to obtain
reasonable  assurance  about whether the financial  statements are free of material
misstatement.  An audit includes  examining,  on a test basis,  evidence supporting
the amounts and  disclosures  in the financial  statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant  estimates  made  by
management,  as well as evaluating the overall  financial  statement  presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion,  the  consolidated  financial  statements  referred to above present
fairly,  the  financial  position  of  Whitney  Information  Network,  Inc.  as  of
December  31,1999,  and  the  results  of  its  consolidated   operations  and  its
consolidated  cash flows for the year then  ended,  in  conformity  with  generally
accepted accounting principles consistently applied.


                                          Larry Legel

                                          s/s Larry Legel
                                          Certified Public Accountant
January 19, 2001
Ft. Lauderdale, Florida




                   WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                          Consolidated Balance Sheets

                                                                   December 31,
                                                          ----------------------------
                                                              2001            2000
                                                         -------------   -------------
                                      Assets

Current assets
   Cash and cash equivalents                             $   6,889,275   $   3,316,905
   Accounts receivable, net of allowance of $0 (2001)
    $91,885 (2000)                                             525,878       1,793,454
   Due from affiliates, net                                    159,591          70,490
   Prepaid advertising and other                               953,661         625,028
   Income taxes receivable and prepayments                     497,499       1,893,999
   Inventory                                                   136,544         268,663
   Deferred seminar expenses                                 3,638,556       2,644,404
                                                         -------------   -------------
     Total current assets                                   12,801,004      10,612,943
                                                         -------------   -------------

Property and equipment, net                                  3,628,447       2,965,925
Investment in foreign corporation                               82,500              -
Other assets                                                    32,918          75,729
                                                         -------------   -------------
     Total non-current assets                                3,743,865       3,041,654
                                                         -------------   -------------

Total assets                                             $  16,544,869   $  13,654,597
                                                         =============  ==============

                       Liabilities and Stockholders' Deficit

Current liabilities
   Accounts payable                                      $   1,152,337   $   1,942,804
   Accrued seminar expenses                                    435,360         349,341
   Deferred revenue                                         23,937,349      22,640,442
   Accrued expenses                                            702,548         458,982
   Current portion of long-term debt                            62,500               -
   Current portion of note payable- officer/stockholder         62,500               -
                                                         -------------   -------------
     Total current liabilities                              26,352,594      25,391,569

Long-term debt, less current portion                           512,500       1,200,000
Note payable- officer/stockholder, less current portion         62,500              -
                                                         -------------   -------------
     Total liabilities                                      26,927,594      26,591,569
                                                         -------------   -------------

Commitments and contingencies

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, issued and outstanding shares 7,878,023
    (2001) and 7,528,022 (2000)                                337,102          67,102
   Paid-in capital                                                 900             900
   Accumulated deficit                                     (10,720,727)    (13,004,974)
                                                         -------------  --------------
     Total stockholders' deficit                           (10,382,725)    (12,936,972)
                                                         -------------  --------------

Total liabilities and stockholders' deficit              $  16,544,869   $  13,654,597
                                                         =============  ==============


                  See notes to consolidated financial statements.




 
            WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                     Consolidated Statements of Income


                                                       For the Years Ended
                                                            December 31,
                                          ---------------------------------------------
                                               2001             2000           1999
                                          --------------   -------------  -------------

Sales                                     $  42,157,740    $  32,859,857  $  26,775,589
                                          -------------    -------------  -------------

Expenses
   Seminar expenses                          19,533,802       22,232,387     11,529,312
   Advertising and sales expense             12,044,713       12,529,615     12,708,275
   General and administrative expense         8,297,862        7,058,318      4,500,268
                                          -------------    -------------  -------------
     Total expenses                          39,876,377       41,820,320     28,737,855
                                          -------------    -------------  -------------

Income (loss) from operations                 2,281,363       (8,960,463)    (1,962,266)
                                          -------------    -------------  -------------

Other income (expense)
   Interest and other income                    356,989          267,344              -
   Interest expense                           (104,105)          (10,008)             -
                                          -------------    -------------  -------------
                                                252,884          257,336              -
                                          -------------    -------------  -------------

Net income (loss)                         $   2,534,247    $  (8,703,127) $  (1,962,266)
                                          =============    =============  =============

Basic and diluted weighted average
 common shares outstanding                    7,587,474        7,528,022      7,502,346
                                          =============    =============  =============
Basic and diluted income (loss) per
 common share                             $        0.33    $       (1.16) $       (0.26)
                                          =============    =============  =============


                  See notes to consolidated financial statements.


 

            WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

         Consolidated Statement of Changes in Stockholders' Deficit
            For the Years Ended December 31, 2001, 2000 and 1999



                               Common Stock           Additional                      Total
                         ------------------------      Paid-in     Accumulated     Stockholders'
                            Shares        Amount        Capital      Deficit          Deficit
                         ----------    -----------   -----------   -------------   ------------

Balance - December 31,
 1998                      7,500,047   $     2,602   $       900   $(2,339,581)     $(2,336,079)

Issuance of stock             27,975        64,500             -             -           64,500

Net loss                          -              -             -    (1,962,266)      (1,962,266)
                         -----------   -----------   -----------   -----------    -------------

Balance - December 31,
 1999                      7,528,022        67,102           900    (4,301,847)      (4,233,845)

Net loss                          -              -             -    (8,703,127)      (8,703,127)
                         -----------   -----------   -----------   -----------    -------------

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)
                         ===========  ============  ============  ============    =============


                  See notes to consolidated financial statements.






            WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                  Consolidated Statements of Cash Flows


                                                       For the Years Ended
                                                           December 31,
                                          ----------------------------------------------
                                               2001            2000             1999
                                          -------------    ------------     ------------
Cash flows from operating activities
  Net income (loss)                       $   2,534,247    $ (8,703,127)    $ (1,962,266)
                                          -------------    ------------     ------------
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities
   Allowance for doubtful accounts             (91,885)          91,885                -
   Depreciation and amortization                292,522         169,933           18,267
   Loss on disposal of assets                    72,485               -                -
   Stock issued for services                     25,000               -                -
   Changes in assets and liabilities
     Accounts receivable                      1,359,461        (489,780)        (415,296)
     Prepaid advertising and other            (328,633)          44,079         (527,659)
     Income taxes receivable and
      prepayments                             1,396,500        (925,867)        (968,132)
     Inventory                                  132,119        (268,663)               -
     Deferred seminar expenses                (994,152)      (1,283,078)        (684,427)
     Other assets                                42,811          36,658         (141,905)
     Accounts payable                         (790,467)       1,346,341           31,755
     Accrued seminar expenses                    86,019         101,481          247,860
     Deferred revenue                         1,296,907      13,328,868        5,353,330
     Accrued expenses                           243,566          96,631          299,423
                                          -------------    ------------     ------------
                                              2,742,253      12,248,488        3,213,216
                                          -------------    ------------     ------------
      Net cash provided by operating
       activities                             5,276,500       3,545,361        1,250,950
                                          -------------    ------------     ------------

Cash flows from investing activities
  Purchase of property and equipment          (657,529)      (1,439,920)        (278,540)
  Loans to affiliates, net                     (89,101)         (63,244)        (120,345)
  Investment in foreign corporation and
   land                                        (82,500)               -                -
                                          -------------    ------------     ------------
      Net cash used in investing
       activities                             (829,130)      (1,503,164)        (398,885)
                                          -------------    ------------     ------------

Cash flows from financing activities
  Proceeds from sale of common stock                 -                -           64,500
  Payments of principal on long-term debt     (750,000)               -                -
  Distribution to officer/stockholder         (125,000)               -                -
  Net repayments of loans from affiliates            -                -          (12,428)
                                          -------------    ------------     ------------
      Net cash (used in) provided by
       financing activities                   (875,000)               -           52,072
                                          -------------    ------------     ------------

Net increase in cash and cash equivalents     3,572,370       2,042,197          904,137

Cash and cash equivalents - beginning of
year                                          3,316,905       1,274,708          370,571
                                          -------------    ------------     ------------

Cash and cash equivalents - end of year   $   6,889,275   $   3,316,905    $   1,274,708
                                          =============   =============    =============


Supplemental disclosure of cash flow information
     Cash paid for income taxes was $0, $925,867 and $968,132 for 2001, 2000 and
     1999, respectively.

     Cash paid for  interest  was  $104,105,  $10,008 and $0 for 2001,  2000 and
     1999, respectively.

Supplemental disclosure of non-cash activity:
     During 2001, the Company  acquired  software rights of $370,000 through the
     issuance of common stock of $245,000 and debt of $125,000.

     During   2001,   the  Company   acquired   software   rights  owned  by  an
     officer/shareholder through the issuance of stock at zero value and debt of
     $125,000.   These  transactions  were  recorded  as  distributions  in  the
     accompanying financial statements.

     During 2000, a building  was  acquired  through a mortgage  note payable of
     $1,200,000.

     During  2000,  $168,715 of fixed assets were  acquired,  at net book value,
     from a related entity through related party advances.







            WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

               Notes to Consolidated Financial Statements


Note 1 - Description of Business and Summary of Significant Accounting Policies

Organization and History

Whitney  Information  Network,  Inc. and  Subsidiaries  (the Company) is engaged
primarily in the business of providing financial education and training services
through  seminars,  workshops and  publications.  The Company's  educational and
training services are concentrated in the area of financial  management and real
estate  investment.  The Company  markets its services  and  products  primarily
through periodic publications, telemarketing, television and radio.

Whitney Information Network,  Inc., formerly known as Win Systems International,
Inc.,  incorporated  in Colorado  on February  23, 1996 under the name of Gimmel
Enterprises, Inc.

Whitney Education Group, Inc., formerly known as Win Systems, Inc., incorporated
in Florida on November 12, 1992. An exchange of shares was completed between the
shareholders  of Win Systems,  Inc. and Gimmel  Enterprises,  Inc. on August 18,
1998.  Subsequently,  the name of Gimmel  Enterprises,  Inc.  was changed to Win
Systems  International,  Inc. on August 25,  1998,  and that name was changed to
Whitney Information Network, Inc. on February 11, 1999. The name of Win Systems,
Inc. was changed to Whitney Education Group, Inc. on September 10, 1999.

Win Systems,  Inc. has been operating in the educational seminars industry since
1992 and expanded its  operation in the  industry  subsequent  to the  aforesaid
exchange of shares and name change to Whitney Education Group, Inc.

Whitney Education Group, Inc. is accredited by the State of Texas as a Certified
Proprietary School, effective January 8, 1999.

During 1998, Win Systems  International,  Inc. expanded its educational seminars
business into Canada through the opening of a wholly owned  subsidiary,  1311448
Ontario, Inc. The Canadian operations continued to expand and at the end of 1999
the operations were transferred to Whitney Canada,  Inc. through an amalgamation
of two wholly owned subsidiaries.

Whitney  Canada,  Inc.  incorporated  in  Canada on  October  5, 1998 and is the
surviving  corporation of an  amalgamation  with 3667057  Canada,  Inc.  3667057
Canada,  Inc. was  incorporated in Ontario,  Canada on August 21, 1998 under the
name of 1311448  Ontario,  Inc. The name was changed to 3667057 Canada,  Inc. on
October  5,  1999  as  a  preliminary   requirement  of  federalization  of  the
corporation,  which had been an Ontario corporation, in order to qualify for the
amalgamation  with Whitney Canada,  Inc.,  which was completed  January 6, 2000.
There  are no  significant  differences  on  comprehensive  income  and  foreign
exchange.

Whitney  Internet  Services,  Inc.  incorporated  in Wyoming on June 8, 1999, is
located in Cape Coral,  Florida and provides  web  programming  and  maintenance
services to the Company. The Company's other operating subsidiaries use the site
to offer their products and services for sale and the site also includes general
information on the Company, its products and services.

Wealth Intelligence  Network, Inc. incorporated in Florida on May 26, 1996 under
the name of Real Estate Link,  Inc. The name was changed to Wealth  Intelligence
Network,  Inc. on September 20, 1998. Win Systems  International,  Inc. acquired
the shares of Wealth  Intelligence  Network,  Inc. on November 18, 1998.  Wealth
Intelligence  Network,  Inc.  is an  operating  subsidiary  marketing  financial
training seminars, which represents an expansion from the real estate investment
training seminar business.

Whitney  Mortgage.com,  Inc.  incorporated  in Florida on September 30, 1999 and
operates as a full service internet  mortgage broker  affiliated with a national
internet mortgage  provider.  Brokering  mortgages  represents an expansion from
educational seminars into a different industry.

Russ Whitney's Wealth Education Centers, Inc. incorporated in Wyoming on June 8,
1999 as a wholly owned subsidiary of Whitney Information  Network,  Inc. and the
subsidiary  is itself the parent  corporation  of two wholly owned  subsidiaries
formed to  operate  permanent  learning  centers  in  Jackson,  Mississippi  and
Atlanta,  Georgia.  Russ Whitney's Wealth Education Center of Jackson,  MS, Inc.
incorporated  in Wyoming  on June 8, 1999 and a school  was opened in  December,
1999. Russ Whitney's Wealth Education Center of Atlanta,  GA, Inc.  incorporated
in  Wyoming on July 22,  1999 and a school  was opened in June 2000.  The Wealth
Education Centers were closed during 2001.

Whitney Consulting Services, Inc. incorporated in Wyoming on July 28, 1998 under
the name of  Financial  Consulting  Services,  Inc.  and the name was changed to
Whitney  Consulting  Group,  Inc.  on April 28, 1999 when that  corporation  was
acquired  by Win  Systems  International,  Inc.  which then  changed its name to
Whitney  Consulting  Services,  Inc.  on  March  21,  2000.  Whitney  Consulting
Services, Inc. is located in Salt Lake City, Utah and is an operating subsidiary
telemarketing  real estate  investments and financial  training  seminars and an
individual one-on-one mentor program.

The 1612 E. Cape Coral Parkway Land Trust was organized in 2000 to take and hold
a property  purchased in Cape Coral,  Florida.  The  Company's  Chief  Financial
Officer has been designated as trustee and Whitney Information Network,  Inc. is
the beneficiary of the trust.

Precision Software Services,  Inc. was acquired during 2001.  Precision Software
Services,  Inc. was incorporated  August 1993 and is a Florida  corporation that
holds a license to distribute and sell certain real estate and business software
that several  subsidiaries of the Company have been selling.  Precision Software
Services,  Inc.  and was  formerly  owned 51% by the  Chairman  of the Board and
majority stockholder of the Company.

Whitney U.K. Limited is a British corporation formed and incorporated in October
2001 to engage in  educational  and  training  seminars  throughout  the  United
Kingdom. This subsidiary had no significant operations in 2001.

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Whitney  Information  Network,  Inc. and the following  wholly owned  subsidiary
corporations:  Whitney Education Group, Inc.;  Whitney Internet Services,  Inc.;
Russ Whitney's  Wealth Education  Centers,  Inc. and its wholly owned subsidiary
corporations,  Russ Whitney's Wealth  Education Center of Jackson,  MS, Inc. and
Russ Whitney's Wealth Education Center of Atlanta,  GA, Inc.; Whitney Consulting
Services,  Inc.;  Whitney  Canada,  Inc.;  Whitney  Mortgage.com,  Inc.;  Wealth
Intelligence Network, Inc.; the 1612 E. Cape Coral Parkway Land Trust; Precision
Software  Services,  Inc.; and Whitney U.K. Limited.  All material  intercompany
accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid  instruments  purchased with an original
maturity of three months or less to be cash equivalents. The Company continually
monitors  its  positions   with,  and  the  credit  quality  of,  the  financial
institutions it invests with.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of
credit risk consist  principally of cash and  short-term  cash  investments  and
accounts receivable. The Company places its temporary cash investments with what
management believes are high-credit,  quality financial institutions.  As of the
balance  sheet  date,  and  periodically  throughout  the year,  the Company has
maintained balances in various operating accounts in excess of federally insured
limits.  The Company  periodically  performs  credit  analysis  and monitors the
financial condition of its customers in order to minimize credit risk.

Inventory

Inventory  consists  primarily of books,  videos and training  materials  and is
stated at the lower of cost or market, determined using the first-in,  first-out
method (FIFO).

Fair Value of Financial Instruments

The  carrying  amounts  of  financial   instruments   including  cash  and  cash
equivalents,  short-term  investments,  receivables,  deferred  seminar expense,
accounts payable,  accrued expenses,  deferred educational  revenues,  and notes
payable  approximated  fair  value  as of  December  31,  2001  because  of  the
relatively short maturity of these instruments.

Accounts Receivable

Accounts  receivable  consists of trade receivables from the sale of educational
products and services.  The Company believes the allowance for doubtful accounts
is  sufficient  to cover any  uncollectible  amounts as of 2001 and 2000 and the
entire amount of revenue  related to the net accounts  receivable is deferred as
described below.

Revenue Recognition, Deferred Revenue and Deferred Expenses

The  Company  recognizes  revenue  at the time the  sale is made.  Revenue  from
educational seminars is recorded (1) when the non-refundable deposit is received
for the seminars and the seminar has taken place;  and (2) when it is reasonably
certain that the balance of the option to purchase  additional  programs will be
exercised and paid and the seminar has taken place. Deferred revenue is recorded
when the seminar  proceeds  are  received  in full prior to the related  seminar
taking place.  Expenses directly associated with future  instructional  programs
are deferred until the related revenue is recognized.

Advertising Expense and Prepaid Advertising

The Company  expenses  advertising  costs as  incurred.  Advertising  costs were
approximately  $7,829,406,  $7,340,540,  and  $4,696,000  for  the  years  ended
December 31, 2001, 2000 and 1999, respectively.  Advertising paid for in advance
is  recorded  as prepaid  until  such time as the  advertisement  is  published.
Advertising  costs  recorded  as prepaid as of  December  31, 2001 and 2000 were
$733,227 and $467,737 respectively.

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided utilizing the
straight-line  method over the estimated useful lives for owned assets,  ranging
from 3 to 40 years.

Investment in Foreign Corporation

The Company acquired a 20% ownership  interest in a Panama  corporation in 2001.
The Company  accounts for its  investment  using the equity method of accounting
and  records  its  proportionate  share  of the  corporation's  profit  or loss.
Operations of the investee corporation were not significant in 2001.

Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset may not
be recovered.  The Company looks primarily to the undiscounted future cash flows
in its assessment of whether or not long-lived assets have been impaired.

Income Taxes

The  Company  recognizes  deferred  tax  liabilities  and  assets  based  on the
differences  between the tax basis of assets and  liabilities and their reported
amounts in the  financial  statements  that will result in taxable or deductible
amounts in future years. The Company's  temporary  differences  result primarily
from the recognition of deferred expenses for tax purposes.

Basic Loss Per Share

The Company applies the provisions of Statement of Financial Accounting Standard
No. 128,  "Earnings Per Share" (FAS 128). All dilutive  potential  common shares
have an antidilutive effect on diluted per share amounts and therefore have been
excluded in determining net loss per share. The Company's basic and diluted loss
per share are  equivalent  and  accordingly  only  basic loss per share has been
presented.

Recently Issued Accounting Pronouncements

In July 2001,  the FASB issued SFAS Nos. 141 and 142 " Business  Combinations  "
and "  Goodwill  and other  Intangible  Assets ".  Statement  141  requires  all
business  combinations  initiated  after June 30, 2001 to be accounted for using
the purchase method.  Under the guidance of Statement 142, goodwill is no longer
subject to amortization over its estimated useful life. Rather, goodwill will be
subject to at least an annual assessment for impairment by applying a fair value
base test.  Statement 142 is effective for financial  statement  dates beginning
after January 1, 2001.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143 requires the fair value of a liability  for an asset
retirement  obligation to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are  capitalized as part of the carrying  amount of the long-lived  asset.
SFAS No. 143 is effective for the Company for fiscal years  beginning after June
15,  2002.  The Company  believes the  adoption of this  statement  will have no
material impact on its consolidated financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Disposal of  Long-Lived  Assets."  SFAS No. 144 requires  that those  long-lived
assets be measured at the lower of carrying  amount or fair value,  less cost to
sell,  whether  reported in continuing  operations or  discontinued  operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value or included amounts for operating losses that have not yet occurred.  SFAS
No. 144 is effective for financial  statements issued for fiscal years beginning
after December 15, 2001 and, generally, is to be applied prospectively.

Reclassifications

Certain  amounts  in  the  2000  consolidated  financial  statements  have  been
reclassified to conform to the 2001 presentation.



Note 2 - Mergers, Acquisitions and Capital Accounts

On August 18, 1998, Whitney Education Group, Inc.  (formerly Win Systems,  Inc.)
was  acquired  by  Whitney  Information  Network,  Inc.  (formerly  Win  Systems
International,  Inc.  and prior to that Gimmel  Enterprises,  Inc.) in a reverse
merger whereby Whitney  Education group,  Inc.  exchanged 100% of its shares for
90% of Gimmel's shares bringing the total shares of Whitney Information Network,
Inc. (issued and outstanding) at August 18, 1998 to 7,500,047. Whitney Education
Group,  Inc. became a wholly owned  subsidiary of Whitney  Information  Network,
Inc. (WIN).  The financial  statements from January 1, 1997 through December 31,
1999 are based upon the  assumption  that the  companies  were  combined for the
entire period and all stock splits have been  reflected in the  statements as of
the beginning of the period.  Also, on August 18, 1998, WIN issued 187,500 Class
A stock purchase warrants and 340,000 Class B stock purchase warrants.  Both the
Class A and Class B warrants were exercisable at $4.00 per share.

The Company  has Class A warrants  and Class B warrants  outstanding,  which are
exercisable two years and four years,  respectively,  after the underlying stock
is  registered.  The  Company  also  instituted  a  stock  option  plan  for key
personnel. Under the plan, options are to be granted at the fair market value at
the date of the grant and exercisable for a ten-year period after the grant with
a three-year vesting schedule. The Company has reserved 2,000,000 shares for the
stock  option plan of which  921,800  option  shares have been  granted,  net of
forfeitures and cancellations, at exercise prices from $1.70 to $2.00 per share.
No options have been exercised.

On  February  1,  1999,  the  Company  purchased  all of the  assets  of  Wealth
Intelligence  Network,  Inc. for 20,000  shares of stock at $2.50 per share.  In
addition,  the Company  issued (during the period from May to August 1999) 7,975
shares to a financial  public relations firm in lieu of cash for services valued
at $14,500.

In April 2000, the Company  converted  their 340,000 class B warrants  issued to
employees  in August 1998 into stock  options.  In the  conversion,  the Company
reduced  the  exercise  price  from  $4 to $2  (fair  market  value  at  date of
conversion).  This  transaction  has since  been  accounted  for using  variable
accounting  in  accordance  with FIN 44. No  adjustment  was made for the period
ending December 31, 2000 because the market price as of December 31, 2000 of the
stock was less than the $2 exercise price.

In November  2001,  the Company  issued 333,334 shares of common stock valued at
$500,000 for all of the outstanding stock of Precision Software  Services,  Inc.
which had a minimal  net book  value at the time of the  acquisition.  Precision
Software Services,  Inc. was 51% owned by the Chairman and majority  stockholder
of the Company who  received  170,000 of the shares.  The excess of the purchase
price over material,  identifiable net assets relating to the minority  interest
was allocated to software rights. The shares issued to the officer were recorded
as a distribution as the Company and Precision Software Services, Inc. are under
common control.

In November  2001,  the Company  paid  $212,500  for a 20%  interest in a Panama
corporation named Rancho Monterrey,  S.A. which was formed in April 2001 to own,
operate,  improve  and  sell  certain  real  estate  in  Panama.  As part of the
investment in Rancho  Monterrey,  S.A., the Company received a 12 acre parcel of
land valued at $130,000,  resulting in a net  investment  of $82,500.  An entity
affiliated with the majority  stockholder of the Company purchased an additional
20% interest during 2001.



Note 3 - Related Party Transactions

The following balances due from (to) related parties are as follows:

                                                            December 31,
                                                 -------------------------------
                                                      2001               2000
                                                 -------------      ------------

Due from Whitney Leadership Group                $     232,126     $     160,587
Due from RAW, Inc.                                       9,071            11,743
Due to Precision Software Services, Inc.                    -            (32,425)
Due to Trade Marketing, Inc.                          (16,000)                 -
Due to MRS Equity Corp                                (65,606)           (69,415)
                                                 --------------    -------------

                                                 $     159,591     $      70,490
                                                 ==============    =============

The  Company  has  rented its  corporate  headquarters  located  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 $86,944,  $69,644 and $35,622
during 2001, 2000 and 1999, respectively. The Company leases approximately 8,700
square feet and the lease expires in October 2002.

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 $53,105,
$170,422 and $111,724 during 2001, 2000 and 1999, respectively. MRS Equity Corp.
provided Whitney Information Network, Inc. with $720,504,  $273,525 and $254,826
for product costs during 2001, 2000 and 1999, 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. 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 (Note 1). Prior to November  2001,  the Chairman
of the Board of Directors of Whitney Information Network,  Inc. owned a majority
interest in Precision Software Services. During 2001 (prior to the acquisition),
2000 and 1999, Precision Software Services provided Whitney Information Network,
Inc. $371,644,  $378,525 and $318,089 in product cost,  respectively.  Precision
Software Services sold 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 Precision  Software  Services in the amount of $0,
$68,811 and $38,605 during 2001, 2000 and 1999, respectively.

Whitney  Information   Network,   Inc.  provided  payroll  services  to  Whitney
Leadership  Group,  Inc. in the amount of $0,  $80,956 and $82,787  during 2001,
2000 and 1999,  respectively.  During 2001, 2000 and 1999,  Whitney  Information
Network made payments of $279,313,  $230,476 and $368,702 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.

Corporation Corp.,  formerly known as United States Fiduciary Corp, is a company
which provides  telemarketing services for Whitney Information Network, Inc. The
Chairman  of the Board of  Directors  and the Chief  Financial  Officer are also
members of the board of directors of  Corporation  Corp.  During 2001,  2000 and
1999,  Whitney  Information  Network,  Inc.  paid  $458,877,  $418,096 and $0 in
commissions to Corporation Corp.

RAW, Inc. is a company owned by the Chairman of the Board of Whitney Information
Network,  Inc.,  which  buys,  sells  and  invests  in  real  property.   During
2000,Whitney  Information  Network Inc.  provided $10,869 in payroll services to
RAW, Inc.

Trade  Marketing,  Inc. is a company  owned by a relative of the Chairman of the
Board of Whitney Information Network, Inc.

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.



Note 4 - Property and Equipment

Property and equipment consist of the following:

                                                       December 31,
                                              -------------------------------
                                                   2001              2000
                                              -------------     -------------

Building                                      $   2,266,053     $   2,207,482
Equipment                                         1,158,694           517,718
Furniture and fixtures                              364,893           316,770
Land                                                132,500                 -
Construction in progress                            103,063                 -
Leasehold improvements                               81,516           122,658
                                              -------------     -------------
                                                  4,106,719         3,164,628
Less accumulated depreciation                      (478,272)         (198,703)
                                              -------------     -------------
                                              $   3,628,447     $   2,965,925
                                              =============     =============

Depreciation expense for the periods ended :

                           December 31,
                          --------------
                              2001            $     289,682
                              2000            $     166,434
                              1999            $      18,267


Note 5 - Long-Term Debt and Note Payable - Related Party

Long-term debt consists of:
                                                                   December 31,
                                                         -------------------------------
                                                              2001              2000
                                                         -------------      ------------

Note  payable  to  seller  of  building,  interest  at a
 variable interest rate,  adjusted  semi-annually  based
 on the prime rate (8.0% total as of December  31, 2001)
 and shall not  exceed  10% or fall  below 8% during the
 first   three   years   of   the   mortgage.    Monthly
 interest-only  payments of $9,000 are  payable  through
 December  2004 at which time the note  matures  and all
 principal and accrued  interest is due.  Collateralized
 by real property.                                       $     450,000     $   1,200,000

Note payable to the  previous  minority  shareholder  of
 Precision  Software  Services,  Inc.  relating  to  the
 Company's    acquisition.    Principal   and   interest
 payments  due  beginning in January  2002.  Interest at
 the prime rate plus 1.5% (7.0%  total at  December  31,
 2001).  The note matures in December 2003.                    125,000                 -
                                                         -------------      ------------
                                                               575,000         1,200,000
      Less current portion                                     (62,500)                -
                                                         -------------      ------------
                                                         $     512,500      $  1,200,000
                                                         =============      ============

Note payable- related party consists of:
                                                                    December 31,
                                                         -------------------------------
                                                              2001              2000
                                                         --------------    -------------

Note payable to the  previous  majority  shareholder  of
 Precision  Software  Services,  Inc.,  an  officer  and
 majority  shareholder  of the Company,  relating to the
 Company's    acquisition.    Principal   and   interest
 payments  due  beginning in January  2002.  Interest at
 the prime rate plus 1.5% (7.0%  total at  December  31,
 2001).  The note matures in December 2003.              $     125,000     $           -

      Less current portion                                     (62,500)                -
                                                         -------------      ------------
                                                         $      62,500      $          -
                                                         =============      ============

Maturities of long-term obligations are as follows:

                                          Related Party
        Year Ending December 31,             Notes           Other Notes        Total
        ------------------------          --------------   ----------------   ----------

                  2002                    $     62,500      $     62,500    $    125,000
                  2003                          62,500            62,500         125,000
                  2004                              -            450,000         450,000
                                          ------------      ------------    ------------
                                          $    125,000      $    575,000    $    700,000
                                          ============      ============    ============


Note 6 - Commitments and Contingencies

Operating Leases

The Company  leases the  following  properties:  (1) its  headquarters  building in
Cape Coral,  Florida  (Note 3); (2) its  telemarketing  facility  in Draper,  Utah;
and (3) its  Whitney  Canada  location  in Ontario.  These  leases  expire from May
2002 to October 2006.

Rent expense for all operating  leases was:

                       Year Ending December 31,
                       ------------------------

                                 2001                                  $     225,232
                                 2000                                  $     257,198
                                 1999                                  $     139,105

Future minimum lease payments under these leases are approximately as follows:

                                          Related Party
         Year Ending December 31,            Leases          Other Leases       Total
        ------------------------          --------------    --------------    ----------

                  2002                    $      58,053     $      79,321   $    137,374
                  2003                               -             78,771         78,771
                  2004                               -             81,929         81,929
                  2005                               -             85,199         85,199
                  2006                               -             73,350         73,350
                                          -------------     -------------   ------------
                                          $      58,053     $     398,570   $    456,623
                                          =============     =============   ============

Litigation

The Company is not involved in any material unasserted claims and action 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.

Construction Agreement

In 2001, the Company entered into an agreement to construct a 7,000  square-foot
international conference and training center in Panama at a total estimated cost
of $550,000.  The Company had  expenditures of  approximately  $105,000  through
December  31,  2001  and  has  since  made  additional   construction  draws  of
approximately  $145,000.  Completion  of the project is expected to occur in the
third quarter of 2002.



Note 7 - Stockholders' Equity and Transactions

Stock Based Compensation Plans

The  Company's  stock option plans  provide for the granting of stock options to
key employees. Under the terms and conditions of the plans, any time between the
grant date and two years of service,  the employee may purchase up to 25% of the
option  shares.  After three  years of  continuous  service,  the  employee  may
purchase all remaining option shares. All options expire ten years from the date
of the grant.

The following table presents the activity for options outstanding:

                                                                              Weighted
                                                            Options Not        Average
                                                            Related To        Exercise
                                                              A Plan            Price
                                                           ------------     ------------

Outstanding - December 31, 1998                                 369,000     $       2.00
      Granted                                                   471,650     $       1.88
      Forfeited/canceled                                        (52,850)    $      (1.96)
                                                           ------------

Outstanding - December 31, 1999                                 787,800     $       1.92
      Granted                                                   385,000     $       1.97
      Forfeited/canceled                                        (79,150)    $      (1.92)
                                                           ------------

Outstanding - December 31, 2000                               1,093,650     $       1.94
      Granted                                                    10,000     $       1.70
      Forfeited/canceled                                       (181,850)    $      (1.94)
                                                           ------------

Outstanding - December 31, 2001                                 921,800     $       1.94
                                                           ============

The  following  table  presents  the  composition  of  options  outstanding  and
exercisable:

Range of Exercise Prices    Number of Options       Price*         Life*
------------------------    -----------------    -----------   ---------

         $ 1.70                        10,000    $      1.70        9.74
         $ 1.75                        45,000    $      1.75        8.35
         $ 1.88                       309,800    $      1.88        7.68
         $ 2.00                       557,000    $      2.00        7.61
                                      -------    -----------  ----------

    $1.70 to $2.00                    921,800    $      1.94        7.69
    ===============                   =======    ===========  ==========

*Price and Life reflect the weighted average exercise price and weighted average
remaining contractual life, respectively.

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards  No.  123,  "Accounting  for  Stock-Based   Compensation."
Accordingly,  no  compensation  cost has been  recognized  for the stock  option
plans. Had compensation cost for the Company's option plan been determined based
on the fair value at the grant date for awards consistent with the provisions of
SFAS No. 123, the Company's net income (loss) and basic income (loss) per common
share would have been changed to the pro forma amounts indicated below:

                                                       For the Years Ended
                                                           December 31,
                                          -----------------------------------------------
                                               2001            2000             1999
                                          --------------  -------------    --------------

Net income (loss) - as reported           $   2,534,247   $ (8,703,127)      $ (1,962,266)
Net income (loss) - pro forma             $   2,519,497   $ (9,423,077)      $ (2,764,071)
Basic income (loss) per common share -
as reported                               $        0.33   $      (1.16)      $      (0.26)
Basic income (loss) per common share -
pro forma                                 $        0.33   $      (1.25)      $      (0.36)

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions used:

                                                       For the Years Ended
                                                           December 31,
                                          -----------------------------------------------
                                               2001            2000            1999
                                          -------------- --------------    --------------

Approximate risk free rate                    6.00%           6.00%            6.00%
Average expected life                        10 years       10 years         10 years
Dividend yield                                   0%              0%               0%
Volatility                                    85.00%         115.00%          115.00%

Estimated  fair  value of  total  options
granted                                     $14,750        $719,950         $801,805


Note 8 - Income (Loss) Per Share

The following table sets forth the  computation for basic and diluted  earnings per
share:
                                                       For the Years Ended
                                                           December 31,
                                          ----------------------------------------------
                                               2001           2000              1999
                                          -------------- --------------   --------------

Numerator  for diluted  income (loss) per
 common share                              $   2,534,247  $ (8,703,127)    $  (1,962,266)
                                           =============  ============     =============

Denominator  for basic earnings per share
  - weighted average shares                    7,587,474     7,528,022         7,502,346
Effect of dilutive securities -
 convertible debt, options and
 warrants                                            -             -                 -
                                           -------------  ------------     -------------
Denominator  for  diluted   earnings  per
 share  -  adjusted  weighted  average
 shares                                        7,587,474     7,528,022         7,502,346
                                           =============  ============     =============

Diluted income (loss) per common share    $         0.33  $      (1.16)    $       (0.26)
                                          ==============  ============     =============

Where the inclusion of potential common shares is anti-dilutive, such shares are
excluded from the computation.


Note 9 - Income Taxes

At  December  31,  2001,  the  Company  had  net  operating   losses  (NOLs)  of
approximately  $168,000 related to US federal,  foreign and state jurisdictions.
Utilization of the net operating losses,  which expire at various times starting
in the years 2002  through  2021,  may be subject to certain  limitations  under
Section  382 of the  Internal  Revenue  Code of  1986,  as  amended,  and  other
limitations under state and foreign tax laws.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax asset are approximately as follows:

                                                                   December 31,
                                                         -------------------------------
                                                              2001              2000
                                                         --------------     ------------

Deferred tax asset from NOL carryforward                 $      62,500     $   5,252,000
Deferred  tax asset (liability) from deferred
 expense/revenue                                             3,041,000        (1,005,000)
                                                         -------------     -------------
      Total deferred tax assets                              3,103,500         4,247,000
Valuation allowance for deferred tax assets                 (3,103,500)       (4,247,000)
                                                         -------------     -------------

Net deferred tax asset                                   $          -      $          -
                                                         =============     =============






ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

On July 28, 2000, the Company  terminated  its auditor,  Larry Legal CPA and, on
August 17, 2000  replaced  that firm with BDO Seidman.  On November 14, 2000 the
Company  terminated BDO Seidman and, in February  2001,  replaced that firm with
Ehrhardt Keefe Steiner & Hottman,  P.C. There was no dispute with either firm as
to  accounting  policy or practice.  In December  2000 the Company  restated its
financial  statements  for the periods and years ended March 31, 2000,  June 30,
2000,  September 30, 2000, and December 31, 1999. A detailed timeline concerning
the November  termination  of BDO Seidman and the December 2000  restatement  of
financial  statements has been outlined in prior filings. The Company's decision
to  restate  its  financial  statements  was  made  after  discussions  with the
Commission  and  without  any  formal  action,  prior  or  subsequent,   by  the
Commission.  BDO Seidman confirmed to the Commission that it had do dispute with
the Company regarding accounting policy or practice.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The officers and directors of the Company are as follows:

         Name                    Age                      Position
-----------------------         -----     -------------------------------------------

Russell A. Whitney                44      Chief Executive Officer and Chairman of
                                          the Board of Directors

Richard W. Brevoort               63      President and Director

Ronald S. Simon                   58      Secretary/Treasurer, Chief Financial
                                          Officer and Director

Each  director  serves for a term of one year or until his or her  successor  is
duly elected. The Company's officers are appointed by the Board of Directors and
hold office at the discretion of the Board.

Russell  A.  Whitney - Chief  Executive  Officer  and  Chairman  of the Board of
Directors

Mr. Whitney is the founder and has been the Chief Executive Officer and Chairman
of the Board of Directors of the Company and its predecessor,  since 1987. He is
the Chief Executive  Officer and a director of all of the Company's wholly owned
subsidiaries. Mr. Whitney also invests actively in real estate.

Richard W. Brevoort - President and Director

Mr. Brevoort has been the President of Whitney Education Group, Inc.  (formerly,
Win Systems,  Inc.) since  February  1997,  and  President of the Company  since
August 1998. From 1996 to 1997, Mr. Brevoort was an Instructional Supervisor for
the  Trace  Program  at  Bronx  Community  College.   He  has  been  the  Deputy
Commissioner  of  Commerce  for New  York  City and the  Chief of Staff  for the
Democratic Party in the New York state senate.

Ronald S. Simon - Secretary/Treasurer, Chief Financial Officer, and Director

Since August 1998, Mr. Simon has been the  Secretary/Treasurer,  Chief Financial
Officer,  and a member of the Board of Directors  of the Company.  He is also an
executive  officer and director of certain of the  Company's  subsidiaries.  Mr.
Simon has been a certified  public  accountant since 1971. He became a full time
executive  officer of the Company on August 18, 1998.  Mr. Simon  graduated from
the University of Illinois with Bachelor of Science degree in accounting.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers,  directors,  and persons who own more than 10% of the registered class
of the  Company's  equity  securities  to file  reports  of  ownership  with the
Securities  and Exchange  Commission.  Officers,  directors and greater than 10%
stockholders  are required by the  regulations  of the  Securities  and Exchange
Commission  to furnish the Company  with copies of all Section  16(a) forms they
file.

Based  solely on a review of the Forms 3 and 4  furnished  to the  Company,  the
Company  believes  that all  filing  requirements  applicable  to its  officers,
directors and greater than 10% beneficial owners were complied with.

Form 5 is not  required  to be  filed  if there  are not  previously  unreported
transactions  or  holdings to report.  Nevertheless,  the Company is required to
disclose the name of directors,  executive officers and 10% shareholders who did
not file a Form 5, unless the Company has obtained a written  statement  that no
filing is due.  The  Company has been  advised by those  required to file Form 5
that no filings were due.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation.

The following table sets forth the  compensation  paid by the Company during the
last three years, for each officer and director of the Company. This information
includes  the dollar  value of base  salaries,  bonus awards and number of stock
options granted, and certain other compensation, if any.


                                                            Underlying
   Name and                                        Other       Stock
   Principal               Annual                 Compen-     Options/    LTIP      Compen-
   Position       Year    Salary ($)   Bonus     sation ($)   Award(s)   Payouts    sation ($)
   --------       ----    ----------   ------    ----------  ---------  --------   ----------

Russell
Whitney, CEO      2001       $250,000       --        --          --         --    $250,000
                  2000       $250,000       --        --          --         --    $250,000
                  1999       $ 67,344       --        --          --         --    $ 67,344

Richard
Brevoort,         2001       $100,000       --        --          --         --    $100,000
President         2000       $ 75,000       --        --          --         --    $ 75,000
                  1999       $ 44,093       --        --          --         --    $ 44,093
Ronald Simon,
CFO               2001       $ 55,000       --        --          --         --    $ 55,000
                  2000       $ 47,500       --        --          --         --    $ 47,500
                  1999       $ 42,770       --        --          --         --    $ 42,770

There are no retirement, pension, or profit sharing plans for the benefit of the
Company's  officers  and  directors.  The Company  has  adopted a  Non-Qualified
Incentive  Stock Option Plan and the Company  supplies  health  insurance to its
officers, directors and employees.

The  following  grants of stock  options,  whether  or not in tandem  with stock
appreciation  rights ('SARs') and  freestanding  SARs have been made to officers
and/or directors:

                                 Number of
                                Underlying
                  Number of     Securities
                  Underlying   Options/SARs
                  Securities      Granted     Exercise or      No. of
                 Options/SARs   During Last       Base         Options
     Name          Granted       12 Months    Price ($/Sh)    Exercised    Expiration Date
     ----          -------       --------     ------------    ---------    ---------------

Richard Brevoort    168,000            --     $  2.00              --        09/01/2008

Ronald Simon        218,000            --     $  2.00              --        09/01/2008

(1)  75,000  options  were  granted to Mr.  Brevoort  and 125,000  options  were
     granted to Mr.  Simon,  all at an exercise  price of $1.875,  on August 31,
     1999.  Mr.  Brevoort and Mr. Simon were  previously  granted 25,000 options
     each at an exercise  price of $2.00 on September  1, 1998.  On May 1, 2000,
     Mr.  Brevoort and Mr. Simon each held 68,000  warrants which were converted
     to option shares at an exercise  price of $2.00 per share.  The  expiration
     date of such option shares is September 1, 2008. At the date of this report
     no options have been exercised.

Long-Term Incentive Plan Awards. 

The  Company  does  not  have  any  long-term   incentive   plans  that  provide
compensation intended to serve as incentive for performance.

Compensation of Directors.

Directors do not receive any compensation for serving as members of the Board of
Directors.  The  Board  has not  implemented  a plan  to  award  options  to any
Directors. There are no contractual arrangements with any member of the Board of
Directors

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth the Common Stock  ownership of each person known
by the  Company  to be the  beneficial  owner  of  five  percent  or more of the
Company's  Common  Stock,  each  director  individually  and  all  officers  and
directors of the Company as a group.  Each person has sole voting and investment
power with respect to the shares of Common Stock shown,  unless otherwise noted,
and all ownership is of record and beneficial.

      Name and            Number of                                  Percent of
  Address of Owner          Shares           Position                  Class
------------------------ -----------  -------------------------     ------------

Russell A. Whitney         6,650,000   Chief Executive Officer
4818 Coronado Parkway                  and Chairman of the              84.41%
Cape Coral, Florida                    Board of Directors
33904

Richard W. Brevoort          146,500   President
4500 S.E. Fifth Place                  Director                          1.86%
#206
Cape Coral, Florida
33904

Ronald S. Simon               35,175   Secretary/Treasurer
1402 Beechwood Trail                   Chief Financial Officer           0.43%
Fort Myers, Florida                    Director
33919

All officers and           6,830,000
directors as a                                                          86.70%
group (3 persons)


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  has leased  office  space from Russ  Whitney,  its Chief  Executive
Officer  and a member  of the  Board of  Directors  pursuant  to the  terms of a
three-year lease, which commenced on September 1, 1999 and terminates on October
31, 2002 with a monthly rental  payment of $5,805.34.  Russ Whitney is the Chief
Executive  Officer of the Company and  Chairman of its Board of  Directors.  The
terms of the lease are no less  favorable  as can be obtained  from  independent
third parties.

At December 31, 2001, the Company was owed $232,126 by Whitney Leadership Group,
Inc., a company owned and controlled by Mr. Whitney.

MRS Equity Corp.  provides products and services for the Company and the Company
provides MRS Equity Corp.  with payroll  services.  MRS Equity is a wholly owned
subsidiary  corporation of Equity Corp. Holdings,  which is owned and controlled
by Mr. Whitney.

Precision  Software  Services,  Inc.,  develops  and  licenses  software  to the
Company.  Mr.  Whitney  owned  a  controlling  interest  in  Precision  Software
Services,  Inc.  until it was  acquired by the Company on November 1, 2001 in an
exchange of stock with Mr.  Whitney  and an  employee/shareholder  of  Precision
Software Services,  Inc. for 333,334 shares of the Company's common stock valued
at $1.50 per share. Mr. Whitney received 170,000 shares of the Company's stock.

The Company provides payroll services to Whitney  Leadership  Group, Inc. and in
the past,  Whitney  Leadership  Group,  Inc. has lent money to the Company.  Mr.
Whitney is President and Chief Operating Officer of Whitney Leadership Group.

United States Fiduciary Corp. provides telemarketing and instructor services for
the  Company.  Mr.  Whitney and Mr.  Simon are  directors of the board of United
States Fiduciary Corp.

The amount of purchased  products  (software  books,  tapes,  and supplies) from
affiliates is as follows:

                                             2001           2000           1999
                                          ---------       ---------      ---------

 MRS Equity Corp.                         $ 720,504       $ 273,525      $ 254,826
 Precision Software Services, Inc.        $ 371,644       $ 378,525      $ 318,089


The amount of  payments  made for  commissions  and fees from  affiliates  is as
follows:
                                             2001           2000           1999
                                          ---------       ---------      ---------

 Whitney Leadership Group, Inc.           $ 279,313       $ 230,476      $ 368,702
 Corporation  Corp  (formerly  United
  States Fiduciary Corp.)                 $ 458,877       $ 418,096      $      -

The payroll service amounts are as follows:
                                             2001           2000           1999
                                          ---------       ---------      ---------

 MRS Equity Corp.                         $  53,105       $ 170,422      $ 111,724
 Precision Software Services, Inc.        $      -        $  68,811      $  38,605
 Whitney Leadership Group, Inc.           $      -        $  80,956      $  82,787
 Raw, Inc.                                $      -        $  10,869      $      -

The  terms  of all of the  transactions  between  related  parties  were no less
favorable than could be obtained from independent third parties.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

No reports on Form 8-K were filed during the last quarter of the period  covered
by this report.

Exhibit No.                      Description
-----------                      -----------

3.1*                             Articles of Incorporation.

3.2*                             Bylaws.

3.3*                             Amended Articles of Incorporation

3.4*                             Amended Articles of Incorporation

4.1*                             Specimen Stock Certificate.

27.1*                            Financial Data Schedule

99.1*                            Class A Warrant Agreement

99.2*                            Class B Warrant Agreement

99.3*                            Non-Qualified Incentive Stock Option Plan

99.4*                            Office Lease


*     Incorporated  by reference to exhibit filed with Form 10SB12G (Sec File No.
      000-27403).



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused  this  amended  report  to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                    WHITNEY INFORMATION NETWORK, INC.

Dated: July 16, 2002                By:/s/Richard W. Brevoort
                                       ----------------------
                                             Richard W. Brevoort
                                             President

In accordance  with the Exchange Act, this amended  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         Chief Executive Officer Chairman     July 16, 2002
---------------------
Russell A. Whitney

/s/Richard W. Brevoort        President and Director               July 16, 2002
----------------------
Richard W. Brevoort

/s/Richard S. Simon            Secretary/Treasurer/Chief Financial July 16, 2002
-------------------            Officer/Principal Accounting Officer
Ronald S. Simon                and Director`