**EXHIBIT 31.1**

 

**Certification Pursuant to Rule13a-15(e)/15d-15(e)**

 

I, Russell A. Whitney, the Chief Executive Officer of WhitneyInformation Network, Inc. (the “Company”), certify that:

 

1.            I have reviewed this annual report on Form10-K of the Company;

 

2.            Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report;

 

3.            Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report;

 

4.            The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

a)                        designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b)                       evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)                        disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.            The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunction):

 

a)              all significant deficiencies in the design oroperation of internal controls over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Dated:  June 2, 2004 |                           |
|---------------------------|--------------------------------|
|                      |                           |
|                      |                           |
|                      | /s/Russell A. Whitney          |   |
|                      | Name: Russell A. Whitney       |
|                      | Title: Chief Executive Officer |

 

----