**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

** **

**Amendment No. 1**

 

**AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934**

 

**For the fiscal year ended December 31,2007**

 

**WHITNEY INFORMATION NETWORK, INC.**

(Exact name ofregistrant as specified in charter)

 

| **Colorado**                                                     | ** ** | **0-27403**               | ** ** | **84-1475486**                           |
|------------------------------------------------------------------|------------|---------------------------|------------|------------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) | ** ** | (Commission File  Number) | ** ** | (I.R.S. Employer  Identification Number) |

 

**1612 EastCape Coral Parkway, Cape Coral, Florida 33904**(Address of principal executive offices)

** **

Registrant’s telephonenumber, including area code: (**239) 542-0643**

** **

Securities registeredunder Section 12 (b) of the Exchange Act:**NONE**

** **

Securities registeredunder Section 12 (g) of the Exchange Act:

**COMMONSTOCK**

 

**No parvalue per share**

(Title of Class)

 

Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.  Yes oNo x

 

Indicateby check mark if the Registrant is not required to file reports pursuant to Section 13or Section 15 (d) of the Exchange Act.  Yes o No x

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by section 13 or 15 (d) of the Exchange Act during the preceding 12months (or such shorter period that the Registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past90 days.  Yes x No o

 

Indicateby check mark whether the registrant has electronically submitted and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit and post such files).  Yes o No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this From 10-K or any amendmentto this form 10-K. o

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer andlarge accelerated filer” in rule 12b-2 of the Exchange Act.

 

| Large Accelerated filer o |   | Accelerated  filer o         |
|---------------------------|--------|------------------------------|
| Non-accelerated  filer o  |   | Smaller  reporting company x |

 

Indicateby check mark whether the Registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  Yes oNo x

 

The aggregate marketvalue of the voting and nonvoting common equity held by non-affiliates of the registrant,as of June 30, 2007, the last business day of the registrant’s mostrecently completed second fiscal quarter, was approximately $42.8 million basedon the closing sale price of the registrant’s common stock as traded on theNASD Over the Counter Electronic Bulletin Board on such date of $3.65 per share.  As of March 31, 2008, there were11,738,587 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

**None**

 

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”)amends Whitney Information Networks, Inc.’s (the “Company,” “we,” “our,”or “us”) Annual Report on Form 10-K for the fiscal year ended December 31,2007 (the “Original Filing “), originally filed with the Securities andExchange Commission on January 15, 2009. This Amendment is being filed to amend the documents which were filed asExhibits 10.13, 10.14 and 10.15 and were contained in Part III, Item 15 ofthe Original Filing.    Asrequired by Rule 12b-15 of the Exchange Act, we are also filing Exhibits 31.01,an amended Certification of our Chief Executive Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002 and Exhibit 31.02, an amendedCertification of our Chief Financial Officer pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.  As setforth herein, Item 15 is amended and restated in its entirety.

 

Except as described above, no other changes have beenmade in this Amendment No. 1 that modify or update other disclosures aspresented in the Original Filing.

 

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**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 
| **Exhibit  No.** | ** ** | **Title**                                                                 | ** ** | **Method of filing**                                                                                                                                                                                                     |
|------------------|------------|---------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       | ** ** | ** **                                                                | ** ** | ** **                                                                                                                                                                                                               |
| 3.01             |       | Articles of  Incorporation of the Registrant, as amended                  |       | Incorporated by  reference to Exhibit 3.1 in the Registrant’s Registration Statement on  Form 10 SB/12G filed with the SEC on March 6, 2001.                                                         |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 3.02             |       | Bylaws of the  Registrant                                                 |       | Incorporated by  reference to Exhibit 3.2 in the Registrant’s Registration Statement on  Form 10 SB/12G filed with the SEC on March 6, 2001.                                                         |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.01            |       | Securities Purchase  Agreement - Private Placement                        |       | Incorporated by  reference to Exhibits 10.01, 10.02, 10.03 and 10.04 of the Registrant’s  Registration Statement on Form S-1 filed with the SEC on  January 11, 2006.                                     |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.02            |       | Stockholders Agreement  - Private Placement                               |       | Incorporated by  reference to Exhibits 10.01, 10.02, 10.03 and 10.04 of the Registrant’s  Registration Statement on Form S-1 filed with the SEC on  January 11, 2006.                                     |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.03            |       | Registration Rights  Agreement - Private Placement                        |       | Incorporated by  reference to Exhibits 10.01, 10.02, 10.03 and 10.04 of the Registrant’s  Registration Statement on Form S-1 filed with the SEC on  January 11, 2006.                                     |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.04            |       | Warrant Agreement -  Private Placement                                    |       | Incorporated by  reference to Exhibits 10.01, 10.02, 10.03 and 10.04 of the Registrant’s  Registration Statement on Form S-1 filed with the SEC on  January 11, 2006.                                     |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.05            |       | 1998 Stock Option Plan                                                    |       | Incorporated by  reference to Exhibit 99.3 in the Registrant’s Registration Statement on  Form 10 SB/12G filed with the SEC on March 6, 2001.                                                        |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.06            |       | Employment Agreement  with Mr. Whitney                               |       | Incorporated by  reference to Exhibits 10.07 through 10.11 in Amendment No. 1 to the  Registrant’s Registration Statement on Form S-1, File  No. 333-103156 filed with the SEC on July 9, 2003. |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.07            |       | Employment Agreement  with Mr. Simon                                 |       | Incorporated by  reference to Exhibits 10.07 through 10.11 in Amendment No. 1 to the  Registrant’s Registration Statement on Form S-1, File  No. 333-103156 filed with the SEC on July 9, 2003. |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.10            |       | Employment Agreement  with Mr. Kane                                  |       | Incorporated by  reference to Exhibits 10.07 through 10.11 in Amendment No. 1 to the  Registrant’s Registration Statement on Form S-1, File  No. 333-103156 July 9, 2003.                       |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.11            |       | Terms of Employment for  Ms. Donoho                                  |       | Incorporated by  reference to Exhibit 10.11 in the Form 8-K filed with the SEC on  December 22, 2008.                                                                                                     |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.12            |       | Employment Agreement  with Mr. Novas                                 |       | Incorporated by  reference to Exhibit 10.12 in the Form 8-K filed with the SEC on  January 25, 2006.                                                                                                      |
|             |       |                                                                      |       |                                                                                                                                                                                                                     |
| 10.13            |       | Operating Agreement dated  July 18, 2006 for Rich Dad Education, LLC |       | Filed herewith.  (Portions of Exhibit 10.13 have been omitted pursuant to a request for  confidential                                                                                                               |

 

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| **Exhibit  No.** | ** ** | **Title**                                                                                                                           | ** ** | **Method of filing**                                                                                                                                                              |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       | ** ** | ** **                                                                                                                          | ** ** | ** **                                                                                                                                                                        |
|             |       |                                                                                                                                |       | treatment with the  SEC.)                                                                                                                                                         |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.14            |       | Licensing Agreement  dated July 18, 2006 between Rich Dad Global, LLC and Rich Dad Education,  LLC                             |       | Filed herewith.  (Portions of Exhibit 10.14 have been omitted pursuant to a request for  confidential treatment with the SEC.)                                               |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.15            |       | Licensing Agreement  dated July 18, 2006 between Whitney Information Networks, Inc. and Rich  Dad Education, LLC               |       | Filed herewith.  (Portions of Exhibit 10.15 have been omitted pursuant to a request for  confidential treatment with the SEC.)                                               |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.16            |       | Administrative Services  Agreement dated July 18, 2006 between Rich Dad Education, LLC and  Whitney Information Networks, Inc  |       | Incorporated by  reference to Exhibit 10.16 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.17            |       | Amendment dated  May 2, 2007 to the License Agreement between Whitney Information  Network, Inc. and Rich Dad Education, LLC   |       | Incorporated by  reference to Exhibit 10.17 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.18            |       | Agreement dated  January 7, 2008 among Whitney Information Network Inc., Whitney  Education Group, Inc. and Russell A. Whitney |       | Incorporated by  reference to Exhibit 10.1 in the Form 8-K dated January 7,  2008.                                                                                 |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 10.19            |       | Referral Service  Agreement dated June 30, 2003 between Whitney Education Group, Inc. and  Gulfstream Development Group, LLC   |       | Incorporated by  reference in Exhibit 10.14 in the Company’s Form 10-K/A for the  year ended December 31, 2006, filed with the SEC on January 15,  2009. |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 14.01            |       | Code of Conduct                                                                                                                     |       | Incorporated by  reference in Exhibit 14.01 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 21.01            |       | List of Subsidiaries                                                                                                                |       | Incorporated by  reference in Exhibit 21.01 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 31.01            |       | Section 302  Certification by the Chief Executive Officer                                                                      |       | Filed herewith.                                                                                                                                                                   |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 31.02            |       | Section 302  Certification by the Chief Financial Officer                                                                      |       | Filed herewith.                                                                                                                                                                   |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 32.01            |       | Section 906  Certification of the Chief Executive Officer                                                                      |       | Incorporated by  reference in Exhibit 32.01 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |
|             |       |                                                                                                                                |       |                                                                                                                                                                              |
| 32.02            |       | Section 906  Certification of the Chief Financial Officer                                                                      |       | Incorporated by  reference in Exhibit 32.02 in the Company’s Form 10-K for the year  ended December 31, 2007, filed with the SEC on January 15, 2009.    |

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Annual Report on Form 10-K/A forthe fiscal year ended December 31, 2007 to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                          | Whitney Information Network, Inc. |
|--------------------------|----------------------------------------|
|                     |                                   |   |
|                     | By:                                    | /s/ CHARLES M.  PECK |
|                     |                                   | Charles M. Peck |
| Dated: May 29, 2009 | * *                               | *Chief  Executive Officer* |

 

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**EXHIBIT LIST**

 
| 10.13  |   | Operating Agreement  dated July 18, 2006 for Rich Dad Education, LLC                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                       |
| 10.14  |   | Licensing Agreement  dated July 18, 2006 between Rich Dad Global, LLC and Rich Dad Education,  LLC                    |
|   |   |                                                                                                                       |
| 10.15  |   | Licensing Agreement  dated July 18, 2006 between Whitney Information Networks, Inc. and  Rich Dad Education, LLC |
|   |   |                                                                                                                       |
| 31.01  |   | Section 302  Certification by the Chief Executive Officer                                                             |
|   |   |                                                                                                                       |
| 31.02  |   | Section 302  Certification by the Chief Financial Officer                                                             |

 

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