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

                                   Form 10-KSB

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2000

                        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-B  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-KSB or any  amendment  to
this Form 10-KSB.   [X]

The  Issuer's   revenues  for  the  fiscal  year  ended  December  31,  2000,  were
$32,859,857.

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, 2001 was about  $910,900.
(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 7,528,022 common shares of common stock outstanding as of December
31, 2000.

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

                                      PART I

ITEM 1. BUSINESS

History

Whitney Information  Network,  Inc. (the 'Company') was incorporated under the laws
of the state of  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.,  formerly,  Win  Systems,  Inc.,
hereinafter  'WSI,' a  corporation  incorporated  under  the  laws of the  state of
Florida,  on November 12, 1992.  Thereafter,  WSI became a wholly owned  subsidiary
corporation  of the Company.  On August 10, 1998,  the Company  changed its name to
WIN  Systems  International,  Inc.  and on February  11,  1999,  the Company  again
changed its name to Whitney Information Network, Inc.

General

The  Company is engaged in the  business  of  providing  educational  and  training
services  through  its   publications  and  lectures  to  create  wealth,   achieve
financial  independence  and  protect it. The Company  currently  concentrates  its
principal efforts in the area of real estate training.

The Company is currently  holding  approximately  148 basic real estate courses and
real  estate  training  academies  per month  and  approximately  9 to 10  advanced
programs per month.  The Company has 47 instructors  and has  approximately  14,000
students per month attending its programs.

The Company  trains its students in locations  throughout  the United  States.  The
Company  utilizes  hotels and  conference  facilities  throughout the United States
and Canada to conduct  its  training  academies.  The  Company  also  utilizes  its
facilities  in  Cape  Coral,  Florida;   Atlanta,  Georgia;  Ontario,  Canada;  and
Jackson, Mississippi to conduct its training academies.

Publications

The Company currently  produces  approximately 22 publications,  which are promoted
by the  Company to the general  public and for use at the  Company's  training  and
educational  classes.  The  publications  are written by the  Company.  The Company
then retains independent  publishers to produce the publications.  The publications
are sold to the  public  or  incorporated  in the  cost of  training  courses.  The
Company does not rely  exclusively  on any one  publishing  firm. In the event that
one  publisher  ceased  operations  or refused to continue to publish the Company's
products, the Company could easily retain another publisher.

Software

The  Company  sells a line of  software  primarily  for the real  estate  and small
business  industry.  The software is developed  and licensed by Precision  Software
Services,  Inc., a corporation  controlled by Russell Whitney,  the Company's Chief
Executive Officer and Chairman of the Board of Directors.

Lectures

The Company delivers a series of lectures and training  programs which relate to
its  publications  and  software.  The  Company  charges  fees for its  training
programs,  however,  the  Company  does not  charge  for its free  informational
lectures.  The Company has many  instructors  that teach  throughout  the United
States and Canada, while at the same time promoting the Company's  publications,
software, and the Company's programs to succeed in business, successfully invest
in real estate,  achieve financial  independence and protect assets. The Company
promotes an initial  program  outlining  how to invest in real estate and how to
succeed via small business  ownership.  Upon completion of the Company's initial
real estate investment  training,  the Company offers  additional  programs that
allow a customer to  concentrate  on a specialized  area.  Each lecture topic is
supplemented with the Company's publications.

Real Estate Programs

The Company's base program is a three-day  seminar on basic real estate  investing.
The program is supplemented  with its  publications  and software.  Upon completion
of the basic real estate  investing  course,  the Company  promotes an  intensified
training camp,  which is designed to expand the knowledge  gained at the basic real
estate investing  program.  The intensified  training camp is held at the Company's
corporate offices in Cape Coral, Florida.

The Company also  operates six regional  training  camps at locations in the United
States and Canada that  emphasize  specific areas of real estate  investing,  small
business  and asset  protection.  The camps  consist of  lectures  and  interactive
dialogue  between the lecturer and student.  The Company  promotes its publications
and  software at the camps.  The specific  areas of  concentration  are:  wholesale
buying;  foreclosure;  landlording;  purchase/lease  option; asset protection;  and
commercial properties.

Mentoring

The Company  provides a program  whereby trained  personnel  travel to a customer's
hometown  and assist the  customer  in  implementing  the  knowledge  gained at the
Company's lectures within the customer's community.

Financial Management

In addition to the real  estate  investment  programs,  the Company  also  provides
additional  ancillary  programs relating to enhancing and the customer's  knowledge
of managing and protecting his money.

Internet

Whitney  Internet  Services,   Inc.  provides   marketing  internet   instructional
programs  and  is  expanding   its   operations   into   marketing  web  sites  and
participations in networks of residual internet connection fees.

Marketing

The Company  markets its  publications,  videos,  and lectures  through a number of
media,  including newspapers,  periodic publications,  direct mail,  telemarketing,
television,  radio  and  word of  mouth.  The  Company  has  retained  Professional
Marketing  International,  Inc. of Lehigh, Utah to provide telemarketing  services.
Further,  the Company's wholly owned  subsidiary  corporation,  Whitney  Consulting
Services, Inc. also furnishes telemarketing and mail services to the Company.

Strategic Alliance

The Company has entered  into an oral  agreement  with  E-Commerce  Exchange,  LLC.
('E-Commerce').  E-Commerce  is engaged in the  business of  providing  credit card
services to on-line and  conventional  businesses.  The  Company's  oral  strategic
alliance with  E-Commerce  Exchange  will allow the  Company's  students a means of
providing  secure  credit  card  transactions  on  their  Web  Sites.  The  Company
receives  compensation  from  E-Commerce  Exchange  based upon a set schedule which
compensation  varies on a  case-by-case  basis when the student or  customer  signs
up.  The  compensation  varies  depending  upon the  student or  customer's  credit
rating and the type of services  purchased from E-Commerce.  E-Commerce  offers its
services  directly  to the  Company's  students on site at the same  locations  the
training takes place.

The Company,  through its wholly owned  subsidiary  corporation,  Whitney  Internet
Services,  Inc.,  has entered into a written  agreement  with  Pacific  Webworks,
Inc. to provide the  Company's  students  with  on-line  store front  web-sites  to
small and  medium  size  businesses.  The fee for one web site is $29.95 per month.
The Company will receive  compensation  equal to or greater than 33% of all monthly
service fees charged by  Pacific Webworks, Inc..  The agreement  with  Pacific
Webworks, Inc.  replaces the agreement the Company previously had with Powersites
Network, Inc.

Certification

The  Company  is  accredited  by the  state  of Texas  as a  Certified  Proprietary
School.  No other  state has  accredited  the Company in any manner and there is no
assurance  that the  Company  will ever be  accredited  by any other  state for any
reason.

Subsidiary Corporations

The Company  conducts its business  through the following  wholly owned  subsidiary
corporations:   Whitney  Education  Group,  Inc.  (formerly,  Win  Systems,  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,  Georgia;  Whitney Consulting Services, Inc.; Whitney Canada, Inc.; Wealth
Intelligence Network, Inc.; and Cape Coral Parkway Land Trust.

Wealth Centers

The Company  created  Russ  Whitney's  Wealth  Education  Centers to be  storefront
schools,  which offers all the Company's  current products and services.  Curricula
include computer  training and courses,  and continuing and professional  education
for  professionals.  The  Company  joint  ventured  the Wealth  Centers  with local
entrepreneurs.
Trademarks and Copyrights

The  Company  has  licenses  to sell  and  distribute  all of its  products.  It is
currently  seeking  trademark  protection on certain  names and marks.  The Company
entered into confidential  agreements with all technical  employees and consultants
and with  third  parties  in  connection  with the  Company's  license  agreements.
Despite  these  precautions,  it may be  possible  for a  third  party  to  copy or
otherwise obtain proprietary  information without authorization.  Third parties may
also develop similar technology or methods independent of the Company.

Competition

The Company is involved in highly  competitive  business.  There are several  other
entities,  which  manufacture,  publish,  and conduct  training  programs,  many of
which  are  much  larger  companies  possessing   substantially  greater  financial
resources and  facilities  than the Company.  However,  said  corporations  are not
using the same  marketing and  distribution  channels for their  products as is the
Company.  The  Company  believes  that the  principal  competitive  factors  in its
marketing  are:  (1) brand  recognition;  (2) a broad  selection  of  products  and
services;  (3)  comprehensive  courses  and  in-depth  curricula;  (4)  quality and
responsiveness  of  customer  service;  and,  (5)  ease  of use  of  the  Company's
products.

The Company is currently  enhancing its  advertising and marketing to keep its name
prominent among those  providing  similar  services.  The Company is developing new
courses and new markets for its existing courses.

The Company  believes that its  responsiveness  to its student's  needs has created
customer  satisfaction.  The foregoing is reflected in  information  solicited from
the Company's students at the conclusion of the Company's training sessions.

Company's Office

The Company's  headquarters are located 4818 Coronado Parkway,  Cape Coral, Florida
33904 and the telephone number is (941) 542-8999.

Employees 

The  Company  employs  approximately  150  full  time  employees  and  6  part-time
employee.

RISK FACTORS

1.    DEVELOPMENT  AND MARKET  ACCEPTANCE OF PRODUCTS.  The  Company's  success and
      growth  will  depend  upon the  Company's  ability  to  market  its  existing
      products and services,  of which there is no assurance.  See 'Business - Real
      Estate Programs.

2.    LIQUIDITY;  NEED FOR ADDITIONAL  FINANCING.  The Company believes that it has
      the  cash it  needs  for at  least  the next  twelve  months  based  upon its
      internally  prepared budget.  The Company's cash requirements,  however,  are
      not easily  predictable and there is a possibility  that its budget estimates
      will  prove  to be  inaccurate.  If the  Company  is  unable  to  generate  a
      positive  cash flow  before  its cash is  depleted,  it will be  required  to
      curtail operations  substantially,  or seek additional  capital.  There is no
      assurance  that the  Company  will be able to obtain  additional  capital  if
      required,  or if capital is  available,  to obtain it on terms  favorable  to
      the  Company.  The Company may suffer from a lack of liquidity in the future,
      which could impair its  short-term  marketing and sales efforts and adversely
      affect its results of operations.  See 'Management's  Discussion and Analysis
      or Plan of Operation.

3.    COMPETITION.  Most of the Company's  competitors have  substantially  greater
      financial,  technical and marketing  resources than the Company. In addition,
      the Company's  products compete  indirectly with numerous other products.  As
      the market for the  Company's  products  expand,  the  Company  expects  that
      additional  competition will emerge and that existing  competitors may commit
      more resources to those markets. See 'Business - Competition'.

4.    RELIANCE UPON  DIRECTORS AND OFFICERS.  The Company is wholly  dependent,  at
      the  present,  upon the  personal  efforts and  abilities of its Officers and
      Directors,  Russell A. Whitney,  Chief Executive  Officer and Chairman of the
      Board of  Directors;  Richard  W.  Brevoort,  President  and a member  of the
      Board of  Directors;  and Ronald S. Simon,  Secretary/Treasurer  and a member
      of the Board of Directors,  who exercise  control over the day to day affairs
      of the Company. See 'Business' and 'Management.

5.    ISSUANCE OF ADDITIONAL  SHARES.  17,472,000  shares of Common Stock or 70% of
      the  25,000,000  authorized  shares  of  Common  Stock  of  the  Company  are
      unissued.  The  Board  of  Directors  has the  power to  issue  such  shares,
      subject to  shareholder  approval,  in some  instances.  Although the Company
      presently  has  no   commitments,   contracts  or  intentions  to  issue  any
      additional  shares to other  persons,  other than in the  exercise of options
      and  warrants,  the  Company  may in the future  attempt  to issue  shares to
      acquire products,  equipment or properties,  or for other corporate purposes.
      Any  additional  issuance by the Company,  from its  authorized  but unissued
      shares,   would  have  the  effect  of  diluting  the  interest  of  existing
      shareholders. See 'Description of Securities'.

6.    INDEMNIFICATION  OF OFFICERS AND DIRECTORS FOR  SECURITIES  LIABILITIES.  The
      Company's  Articles of Incorporation  provide that the Company will indemnify
      any Director,  Officer,  agent and/or employee as to those liabilities and on
      those terms and  conditions  as are specified in The Company Act of the State
      of Colorado.  Further,  the Company may  purchase  and maintain  insurance on
      behalf of any such  persons  whether  or not the  corporation  would have the
      power to indemnify such person  against the liability  insured  against.  The
      foregoing  could  result in substantial   expenditures  by  the  Company  and
      prevent any recovery  from such  Officers,  Directors,  agents and  employees
      for losses  incurred  by the Company as a result of their  actions.  Further,
      the  Company  has been  advised  that in the  opinion of the  Securities  and
      Exchange  Commission,  indemnification  is against public policy as expressed
      in  the   Securities   Act  of  1933,   as   amended,   and  is,   therefore,
      unenforceable.

7.    CUMULATIVE  VOTING,  PREEMPTIVE  RIGHTS AND CONTROL.  There are no preemptive
      rights in connection  with the Company's  Common Stock.  Shareholders  may be
      further  diluted in their  percentage  ownership  of the Company in the event
      additional  shares  are  issued  by the  Company  in the  future.  Cumulative
      voting in the election of Directors is not  provided  for.  Accordingly,  the
      holders of a majority  of the  shares of Common  Stock,  present in person or
      by proxy,  will be able to elect  all of the  Company's  Board of  Directors.
      See 'Description of Securities'.

8.    NO  DIVIDENDS  ANTICIPATED.   At  the  present  time  the  Company  does  not
      anticipate paying dividends,  cash or otherwise,  on it's Common Stock in the
      foreseeable  future.  Future  dividends  will depend on earnings,  if any, of
      the Company,  its financial  requirements  and other  factors.  See 'Dividend
      Policy'.

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 $5,805.34.  Russ Whitney is the President of the Company
and a member  of its  Board  of  Directors.  The  terms  of the  lease  are no less
favorable as can be obtained from independent third parties.

Russ  Whitney's  Wealth  Education  Center of  Jackson,  MS,  Inc.  a wholly  owned
subsidiary  corporation of Russ Whitney's  Wealth  Education  Centers,  Inc. leases
3000 square feet of office space from Brown  Lakeland  Properties/Charles  Brown at
110 Jones Lane,  Flowod,  Mississippi,  pursuant to a written lease agreement.  The
term of the lease is September 1, 1999 to August 31,  2002.  The monthly  rental is
$3,550.00.

Whitney Consulting Services,  Inc. leases 7,153 square feet of office space from
Draper  Business Park L.C. at Suite 200,  Building 5, 12227 South  Business Park
Drive,  Draper, Utah pursuant to two written lease agreements.  The terms of the
leases are from August 8, 1999 to August 27, 2001. The aggregate monthly rental is
$6,475.94 per month.

Russ  Whitney's  Wealth  Education  Center of Atlanta,  GA , Inc.,  a wholly  owned
subsidiary  corporation of Russ  Whitney's  Wealth  Education  Group,  Inc.  leases
4,000  square  feet of office  space from  Trammel  Crow  Company  at 585  Franklin
Street,  Suite 290,  Marietta,  Georgia pursuant to a written lease agreement.  The
term of the  lease is from  March 1,  2000 to June 30,  2003.  The  monthly  rental
will range from $4,000 to $4,326.67 over the life of the lease.

Whitney  Canada,  Inc.  leases an office  building  at Unit 20,  3780-14th  Avenue,
Ontario,  Canada,  pursuant to a written lease agreement.  The term of the lease is
from May 1,  2000 to April 30,  2003.  The  monthly  rental  is  $1,080.63  for the
first year and $1,654.19 for the second in Canadian dollars.

Cape Coral Parkway Land Trust owns an office  building at 1612 E. Cape Coral,  Cape
Coral,  FL. The  Company is  currently  leasing  space to two  tenants  pursuant to
written lease agreements  which both expire in 2001 and carry two  five-year-period
renewal options.

ITEM 3.  LEGAL PROCEEDINGS

The  Company  is not a  party  defendant  in any  material  pending  or  threatened
litigation  and  to  its  knowledge,  no  action,  suit  or  proceedings  has  been
threatened against its officers and its directors.

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.'  The  Company's   shares  began  trading  in  August  1998.   These
quotations  reflected  inter-dealer  prices,  without retail  mark-up,  markdown or
commissions and may not represent actual  transactions.  Summary trading by quarter
for the 2000, 1999, and 1998 fiscal years are as follows:

Fiscal quarter 2000                                           High Ask        Low Bid
                                                           ------------    ----------

      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

Fiscal quarter 1998

      Fourth Quarter                                        $      2.50     $      2.00
      Third Quarter                                         $      3.50     $      3.00
      Second Quarter                                        $       -       $       -
      First Quarter                                         $       -       $       -


The source for the  foregoing  high and low bid  information  was  Michael  Kirby a
registered   representative  of  Spencer  Edwards,  Inc.  a  market  maker  in  the
Company's common stock.

As of  December  31,  2000,  the  Company  had 168  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.

RECENT SALES OF UNREGISTERED SECURITIES

The Company has  7,528,022  shares of Common  Stock  issued and  outstanding  as of
December  31,  2000.  Of  the  7,528,022  shares  of  the  Company's  Common  Stock
outstanding,  750,022 shares are freely  tradable and 6,778,000  shares can only be
resold in compliance  with Reg. 144 adopted under the  Securities  Act of 1933 (the
'Act').

In general,  under Rule 144 as  currently  in effect,  a person (or  persons  whose
Shares  are  aggregated)  who has  beneficially  owned  Shares  privately  acquired
directly  or  indirectly  from the Company or from an  affiliate,  for at least one
year, or who is an  affiliate,  is entitled to sell within any three month period a
number  of  such  Shares  that  does  not  exceed  the  greater  of 1% of the  then
outstanding  shares of the  Company's  Common Stock or the average  weekly  trading
volume in the Company's  Common Stock during the four calendar  weeks,  immediately
preceding  such sale.  Sales under Rule 144 are also  subject to certain  manner of
sale  provisions,  notice  requirements  and the  availability  of  current  public
information  about the Company.  A person (or persons whose Shares are  aggregated)
who is not  deemed  to  have  been  an  affiliate  at any  time  during  the 90 day
preceding a sale, and who has  beneficially  owned  Restricted  Shares for at least
two years,  is entitled to sell all such  Shares  under Rule 144 without  regard to
the volume  limitations,  current public information  requirements,  manner of sale
provisions or notice requirements.

In 1996,  the  Company  issued  976,200  shares  of common  stock to its  officers,
directors and others pursuant to Reg. 504 of the Securities Act of 1933.

On or about August 18, 1998,  the Company  reverse split its shares of common stock
on a 1-for-1.3016 basis.

On or about  August 18,  1998,  the  Company  issued  93,750  Class A  Warrants  to
Earnest  Mathis,  Jr. in  consideration  of $100.00 and 93,750  Class A Warrants to
Gary Agron in  consideration  of $100.00.  Mathis and Agron are former directors of
the  Company.  The Class A Warrants  were issued  pursuant  to Section  4(2) of the
Securities Act of 1933 (the 'Act') and are deemed  'restricted'  securities as that
term is defined in Reg. 144 of the Act. As of the date hereof,  Messrs.  Mathis and
Agron have not exercised any of the foregoing  Class A Warrants.  For a description
of the Class A Warrants, see 'Description of Securities.'

On August 18, 1998, the Company  acquired all of the issued and outstanding  shares
of  common  stock  of Win  Systems,  Inc.,  a  corporation  controlled  by  Russell
Whitney,  the  Company's  Chief  Executive  Officer  and  Chairman  of the Board of
Directors in  consideration  of 6,750,000  shares of the Company's common stock and
340,000 Class B Warrant entitling  the  holders  thereof to  acquire an  additional
340,000  shares of the  Company's  common  stock at an exercise  price of $4.00 per
share up to  August 18,  2002.  The shares of common stock and warrants were issued
pursuant to Section 4(2) of the  Securities  Act of 1933.  For a description of the
Class B Warrants, see 'Description of Securities.'

On  February 1, 1999,  the  Company  issued  20,000  shares of its common  stock in
exchange for all the outstanding  stock of Wealth  Intelligence  Network,  Inc. The
shares were  valued at $2.50 each for a total  purchase  price of  $50,000.  Wealth
Intelligence  Network,  Inc. publishes a monthly financial  newsletter and provides
and promotes  financial  education and training.  In addition,  the Company  issued
8,000 shares to a financial  public  relations firm for financial  public relations
services  in the  amount of $14,500  (2,000  shares at $2.00 on May 31,  1999;  and
2,000 shares at $1.875 on June 30, 1999;  and 2,000 at $1.75 on July 31, 1999;  and
2,000  shares on August  31,  1999 at  $1.625  per  share).  The  issuances  of the
foregoing  shares were exempt from  registration  under the  Securities Act of 1933
pursuant to Section 4(2) of the Act.

On April 24, 2000,  the Company  converted  their 340,000 class B warrants to stock
options.  The  exercise  price of the  warrants  was changed  from $4 to $2 in this
transaction.  These  options will be accounted  for under  variable  accounting  in
accordance with FIN44.

ITEM 6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
OF OPERATION

The  following  discussion  should  be read in  conjunction  with the  consolidated
financial statements and notes thereto.

FORWARD-LOOKING STATEMENTS

This Form  10-KSB  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  Form  10-KSB 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  those set forth  under  'Risk  Factors,'  and
elsewhere, in or incorporated by reference into this Form 10-KSB.

OVERVIEW

On August 18, 1998,  Gimmel  Enterprises,  Inc., a shell company listed on the NASD
OTC Bulletin  Board  acquired all of the  outstanding  shares of Whitney  Education
Group, Inc. (formerly Win Systems,  Inc.). Prior to this Gimmel  Enterprises,  Inc.
had no  operations  and its  activities  consisted  of efforts to  establish  a new
business.

Gimmel  Enterprises,  Inc.  changed its name to Whitney  Information  Network,  Inc
(WIN!).  Whitney  Education  Group,  Inc was a  privately  held  company  formed in
1992. For financial and reporting  purposes the  acquisition  has been treated as a
recapitalization  of WIN!  with  WIN!  as the  acquirer  (a  reverse  merger).  The
historical  financial  statements  prior to August  19,  1998 are those of  Whitney
Education Group, Inc.

Whitney  Information  Network,  Inc. (WIN!) is a provider of education in the areas
of  real  estate,  finance,  Internet  and  other  post  secondary  career  related
training.  Its  learning  solutions  are  designed  to deploy and manage  knowledge
practically and more  effectively for use as a competitive  advantage.  The Company
has  accomplished  its  position in the market and growth  through  its  innovative
distribution channels,  including classroom education,  one-on-one mentoring, group
instruction, training centers, and Internet marketing.

During  1999,  the Company  opened or acquired  new  subsidiaries  and expanded its
existing  subsidiaries:  Whitney Internet  Services,  Inc., a Company  organized to
provide Internet  marketing and training.  Russ Whitney's Wealth Education Centers,
Inc.  will provide the same  products  and  services  locally in a brick and mortar
facility that the parent does on a national basis.  Whitney  Consulting Group, Inc.
provides   consulting  and  telemarketing   services  to  the  public  and  to  the
affiliated group.  Whitney Canada,  Inc. provides the same training and educational
services  in  Canada  that  the  parent   Company   provides  in  the  US.   Wealth
Intelligence  Network,  Inc. provides financial  training and financial  consulting
services.  Whitney  Mortgage.com,  will provide a means for the Company's  students
to obtain  mortgages at reasonable  rates,  and Whitney  Education  Group,  Inc the
Company's mainstay educational and training company.

TWELVE MONTHS AND QUARTER ENDED DECEMBER 31, 1999

Revenue

Revenue  increased  $5,180,914 or 106% from  $4,179,707  for the three months ended
December 31, 1998 as compared to  $10,040,202  for the three months ended  December
31,  1999.  The  increase  in revenue  is a direct  result of  increased  basic and
advance real estate  courses  available to students  along with a successful  media
campaign.

Revenues for the twelve  months ended  December 31, 1999  increased to  $26,775,589
as compared  with  $13,760,208  for the twelve  months  ended  December 31, 1998 an
increase of  $13,687,306,  or 105%.  Total  deferred  revenues on the balance sheet
were  $4,098,642 and $9,311,574 at December 31, 1998 and 1999,  respectively.  Cost
of sales  increased  $2,685,824  in the three months  ended  December 31, 1999 from
$1,760,533  in the three  months  ended  December  31, 1998 to  $4,446,357  for the
three months ended December 31, 1999.

More than 25,000 new students  register for one or more of the  company's  programs
each  month.  The  company's  success  can also be  attributed  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.

Following  a 144 percent  sales  growth  from 1997 to 1998,  the company  continued
strong  gains with 97  percent  sales  growth in 1999.  As the  momentum  continues
through 2000, more than 206,896  students  registered for training during the first
six months of the year,  up 25  percent  when  compared  to the first six months of
1999, in which 165,708 students registered.

Total cost of sales  increased to  $11,529,312  in the twelve months ended December
31, 1999 from $4,682,850 in the twelve months ended December 31, 1998.

Advertising and Sales Expense

Total  Advertising  and  Sales  Expense  increased  in the 4th  quarter  of 1999 to
$5,283,252  from  $4,330,864  and increased for the year ended December 31, 1998 as
compared  with  the  same  twelve  month  period  in 1998  (being  $13,676,407  and
$8,773,036   respectively).   This  increase  in  advertising  and  sales  expenses
represents  management's  decision to increase  sales,  expand product  lines,  and
offer the  Company's  students a greater  variety of courses to choose  from.  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.  The results of these tests and  refinements  hopefully  will  materialize
in the subsequent  year.  Thus,  expenses  increased  proportionately  with a sales
increases due to the higher expenditures in the last quarter of 1999.

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

General and Administrative Expense

General  and  Administrative  Expenses  (G & A)  increased  in the 4th  quarter  to
$1,104,902  for the  quarter  ended  December  31,  1999  from  $1,097,771  for the
quarter  ended  December 31, 1998,  an increase of $7,131 or .01%.  They  increased
from  $2,542,626  for the twelve months ended  December 31, 1998 to $4,500,268  for
the twelve  months ended  December 31,  1999.  The increase in the current  quarter
represents   start  up   expenses   for  several  new   divisions   and   increased
administrative  hiring to  facilitate  the  increase  in revenues  and volume.  The
overall  increase in the twelve months ended  December 31, 1999 of  $1,957,639  (or
76%)  reflects  the initial  startup  expenses in adding more  courses and crews 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 audit costs.

Net loss of  $774,339  in the 4th quarter of 1999  decreased  by 66% or  $1,535,571
over the prior 4th quarter of 1998 loss of  $2,309,880  or a loss of $.10 per share
as  compared  with a loss of $.31 a share for the  comparable  quarter  last  year.
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 $.029 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 is  attributable
primarily  to  operations.  The  Company  believes  at the moment that (with the
exception of any acquisitions,  of which none are planned currently) the Company
has sufficient working capital to meet its growth plans.

The  opening  expenses  of the Wealth  Centers are a  relatively  minor  expense of
approximately  $50,000 each.  The Company's  share of the venture is  approximately
$25,000.  Its joint  venture  partner will fund the remaining  $25,000  required to
open each store.

The  internet  division  functionally  will use the same  systems,  procedures  and
operations the real estate  training  division uses. All internal  personnel are in
place  and  all  internal  systems  are  in  place.  The  only  additional  capital
required  for  the  division  is  an   advertising   budget  which  should   become
self-funding  after two to three  weeks.  Thus;  the  division  will  require  very
little  in the way of start up  expenses,  and  since it is  operational  now,  the
initial  funds  have  already  been  expended.  Future  cash  flow  need  for  this
division is expected to be provided from its operations.

The Company  believes  that its cash flow from  operations  will be  sufficient  to
meet its working capital needs for the next 12 months.

Receivables and Prepaid Advertising (media)

Accounts  receivable  increased by $415,296 to $1,395,559 at December 31, 1999 from
$980,263  at  December  31,  1998.  This  increase  reflects  the  portion  of  the
increased  revenue  that  were  credit  sales.   Prepaid  Advertising  (media)  was
$669,107.   Prepaid  Advertising  at  December  31,  1998  was  $141,448.   Prepaid
Advertising is usually  purchased four to six weeks in advance of each  educational
conference held.

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  has  been  deferred  as  a  larger
proportion  of  educational  products  sold  in  the  current  period  will  not be
realized  until  the  student  attends  the  courses  for  which  he/she  has  been
registered.  In addition to the deferred revenues,  there is a commensurate  amount
of expenses  associated  with those revenues that is also deferred.  As of December
31,  1998 there were  $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.

Total 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 TV and newspaper  advertising,
direct  mailings,  travel,  public  relations,  trade  shows  and  other  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
audit 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.

The  Internet  division,  although  small as  compared  to the  Company as a whole,
contributed  to loss for the year of  approximately  $2,500,000  and  $800,000  for
the quarter.  This loss was caused  primarily  by  ineffective  marketing  programs
and poor  management.  The cost per person of TV advertising  for this division has
exceeded the Company's  threshold of acceptability  and has contributed  greatly to
the loss.  All TV  advertising  for this  division  has  stopped as of  November 1,
2000.  The company  has, in the 4th quarter of the year taken  additional  steps to
eliminate  losses in this  division.  The  Company  is  currently  testing  various
marketing  programs  to  enhance  the  Internet  division,  which are  designed  to
produce  sales at a cost in  which  the  Company  can  realize  its  normal  profit
margin.  The real  estate  division  profits  (although  deferred)  have  increased
proportionately  this  year and  especially  in the third and  fourth  quarters  so
there are no visible  signs that would  contribute  to any  reduction the Company's
upward growth trend.

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.

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.

The  internet  division  functionally  will use the same  systems,  procedures  and
operations the real estate  training  division uses. All internal  personnel are in
place  and  all  internal  systems  are  in  place.  The  only  additional  capital
required for the division is an  advertising  budget  which is  self-funding  after
two to three  weeks.  Thus;  the  division  will  require very little in the way of
start up expenses  and since it  operational  now,  the initial  funds have already
been  expended.  Future cash flow need for this  division will be provided for from
its operations.

The  Company  does not  anticipate  significant  problems  in  funding  its  Wealth
Centers  Storefront  (adult education  facilities  located in upscale strip malls),
as the up front costs are minimal and its Joint  Venture  Partners will pay half of
the start-up costs.

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, etc.

Restatement of Financial Statements and Change in Accounting Policy

The  Company  is in the  Post  Secondary  Educational  business  offering  training
courses to its students.  The Company has several  intensive  courses that students
pay for in advance  and are  scheduled  for some time in the  future.  Because  the
Company has not rendered the services,  the Company  cannot  recognize the revenues
from the advance  tuition  payments until the courses are taken.  Therefore,  these
revenues are deferred to a future period.

The Company has substantial  costs associated with producing the deferred  revenues
(tuition),  specifically,   advertising,  travel,  facilities  costs,  commissions,
training  fees,  and other costs.  The Company in the past  considered a portion of
the above  expenses  as direct  costs  giving  rise to the  deferred  revenues  and
capitalized these costs as deferred expenses.

The Company  subsequently  has decided that the  treatment  of deferring  the above
costs was a policy  that was not  consistent  with  Generally  Accepted  Accounting
Principles  (GAAP) and has  changed its policy to reflect the above costs (with the
exception  of the  trainer's  fees) as period  costs.  Therefore,  these  financial
statements  have been  restated to reflect  the change in  accounting  method.  The
deferred  expenses  (trainer's  fees) are amortized as revenue is  recognized.  The
following  table  reflects  the  effect  of the  change  on the  current  financial
statements.

                               Statement of Income
                      for the Year Ended December 31, 1999

                                                As
                                            Previously
                                             Reported         Change        Restated
                                           -----------     -----------    -----------


Sales                                      $26,775,589     $        -     $26,775,589
Cost of Sales                               11,529,312              -      11,529,312
                                           -----------     -----------    -----------
Gross Profit                                15,246,277              -      15,246,277
                                           -----------     -----------    -----------

Expenses
   Advertising and Sales Expense             8,512,287       4,195,988     12,708,275
   General and Administrative Expense        4,500,268              -       4,500,268
                                           -----------     -----------    -----------
      Total                                 13,012,555       4,195,988     17,208,543
                                           -----------     -----------    -----------

Income (Loss) Before Taxes                   2,233,722      (4,195,988)    (1,962,266)

Income Tax                                    (841,952)        841,952             -
                                           -----------     -----------    -----------

NET INCOME(LOSS)                           $ 1,391,770     $(3,354,036)   $(1,962,266)
                                           ===========     ===========    ===========

Per Share                                  $      0.18                    $     (0.26)
                                           ===========                    ===========

This  restatement  had  the  effect  of  the  Company   recognizing  an  additional
$4,195,988  of  previously  deferred  expenses  as  current  period  expenses.  The
Company  went from a net income of  $1,391,770  to a net loss of  ($1,962,266)  and
earnings per share of $0.18 per share to a loss of ($0.26) per share.

The  restatement  was  done at the end of  2000.  As a result  of  recognizing  the
costs  associated with the deferred  revenues as period costs in 1999 and 2000, the
Company  is  anticipating  a net  income  for the  year  2001  to be  approximately
$4,000,000  if  its  sales  continue  at  the  year  2000  level  for  the  seminar
division.  The Company  anticipates  greater sales in future periods (subsequent to
2001).

                               Statement of Income
                      for the Year Ended December 31, 1998

                                                 As
                                             Previously
                                              Reported          Change        Restated
                                             -----------     -----------     -----------

Sales                                        $13,760,208     $        -      $13,760,208
Cost of Sales                                 (4,682,850)             -       (4,682,850)
                                             -----------     -----------     -----------
Gross Profit                                   9,077,358              -        9,077,358
                                             -----------     -----------     -----------

Expenses
   Advertising and Sales Expense               5,351,293       3,421,743       8,773,036
   General and Administrative Expense          2,542,629              -        2,542,629
                                             -----------     -----------     -----------
      Total                                    7,893,922       3,421,743      11,315,665
                                             -----------     -----------     -----------

Income (Loss) Before Taxes                     1,183,436      (3,421,743)     (2,238,307)

Income Tax                                      (415,000)        415,000              -
                                             -----------     -----------     ----------

NET INCOME (LOSS)                            $   768,436     $(3,006,743)    $(2,238,307)
                                             ===========     ===========     ===========

Per Share                                    $      0.10                     $     (0.30)
                                             ===========                     ===========

This  restatement  had  the  effect  of  the  Company   recognizing  an  additional
$3,421,743  of  previously  deferred  expenses  as  current  period  expenses.  The
Company  went  from a net  income of  $768,436  to a net loss of  ($2,238,307)  and
earnings per share of $0.10 per share to a loss of ($0.30) per share.

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.

The Seller took back a  $1,200,000  purchase  money  balloon  payment  mortgage due
November 9, 2004,  interest  payable monthly at an initial rate of 9% per annum due
on  the  first  of  each  month.  The  interest  rate  of  9%  is  adjustable  on a
semi-annual  basis by the amount of change,  if any,  in the prime rate  charged by
the Chase  Manhattan  Bank,  New York,  using the rate in effect  each June 1st and
each  December  1st as the basis for the  change.  During the first  three years of
this  mortgage,  the  interest  rate shall not exceed 10% or fall below 8%.  During
the fourth year the interest  shall not be less than 8.5%.  Principal  payments may
be paid in whole or in part at any time without penalty.

ITEM 7.  FINANCIAL STATEMENTS






                        WHITNEY INFORMATION NETWORK, INC.
                                AND SUBSIDIARIES

                        Consolidated Financial Statements
                           December 31, 2000 and 1999


WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES




                                Table of Contents



Independent Auditors' Reports 

Financial Statements

      Consolidated Balance Sheet

      Consolidated Statements of Operations

      Consolidated Statement of Changes in Stockholders' Deficit

      Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements




Back to Table of Contents

                          INDEPENDENT AUDITORS' REPORT



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

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

We conducted our audit in accordance with generally  accepted  auditing  standards.
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  financial
statement  presentation.  We believe  that our audit  provides a  reasonable  basis
for our opinion.

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



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

March 14, 2001
Denver, Colorado




                       5100 N. Federal Highway, Suite 409
                            Ft. Lauderdale, FL 33308
                              (954) 493-8900 Phone
                               (954) 493-8300 Fax
                           E-Mail: LarryLegel@aol.com


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
WHITNEY INFORMATION NETWORK, INC.
(Formerly Win Systems International, Inc.)
Cape Coral, FL  33907


I have audited the accompanying  restated statements of consolidated  operations
and  consolidated  cash flows for the year ended  December  31,  1999 of Whitney
Information  Network,  Inc., (formerly Win Systems  International,  Inc.). 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 audit.

I have  conducted  my audit  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 audit provides a reasonable basis for my opinion.

Whitney Information Network,  Inc. has restated its financial statements for the
year ended  December 31, 1999 as a result of a change in  accounting  method for
deferred expenses.  Previously,  Whitney Information Network,  Inc. has deferred
certain expenses to the next year. However,  Whitney Information Network,  Inc.,
in accordance with Generally Accepted Accounting Principles, has determined that
such previously  deferred expenses should be expensed currently and has restated
its  financial  statements  accordingly.  See  "Subsequent  Events"  note to the
Financial Statement.

In my opinion, the restated consolidated  financial statements referred to above
present fairly,  the results of consolidated  operations and  consolidated  cash
flows for the year then ended of Whitney Information  Network,  Inc.,  (formerly
Win Systems  International,  Inc.) and are in conformity with Generally Accepted
Accounting Principles consistently applied.


                                           LARRY LEGEL


                                           /s/ Larry Legel
                                           Certified Public Accountant


March 6, 2001
March 21, 2000
Ft Lauderdale, Florida




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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet
                                December 31, 2000


                                     Assets
Current assets
  Cash and cash equivalents                                                $ 3,316,905
  Accounts receivable (net allowance of $91,885)                             1,793,454
  Due from affiliates                                                           70,490
  Prepaid advertising and other                                                625,028
  Income taxes receivable and prepayments                                    1,893,999
  Inventory                                                                    268,663
  Deferred seminar expenses                                                  2,644,404
                                                                           -----------
      Total current assets                                                  10,612,943
                                                                           -----------

Other assets
  Property and equipment, net                                                2,920,597
  Other assets                                                                 121,057
                                                                           -----------
      Total other assets                                                     3,041,654
                                                                           -----------

Total assets                                                               $13,654,597
                                                                           ===========


                         Liabilities and Stockholders' Deficit
Current liabilities
  Accounts payable                                                         $ 1,942,804
  Accrued seminar expenses                                                     349,341
  Deferred revenues                                                         22,640,442
  Other accrued liabilities                                                    458,982
                                                                           -----------
      Total current liabilities                                             25,391,569

Mortgage note payable                                                        1,200,000
                                                                           -----------
      Total liabilities                                                     26,591,569
                                                                           -----------

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, 7,528,022 shares issued and outstanding.                           67,102
Paid in capital                                                                    900
Accumulated deficit                                                        (13,004,974)
                                                                           -----------
      Total stockholders' deficit                                          (12,936,972)
                                                                           -----------

Total liabilities and stockholders' deficit                                $13,654,597
                                                                           ===========
                 See notes to consolidated financial statements.

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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations


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

Sales                                            $ 32,859,857      $ 26,775,589
Cost of sales                                      22,232,387        11,529,312
                                                 ------------      ------------
      Gross profit                                 10,627,470        15,246,277
                                                 ------------      ------------

Expenses
  Advertising and sales expense                    12,529,615        12,708,275
  General and administrative expense                7,058,318         4,500,268
                                                 ------------      ------------
      Total expenses                               19,587,933        17,208,543
                                                 ------------      ------------

Loss from operations                               (8,960,463)       (1,962,266)

Other income
  Interest                                            257,336              --
                                                 ------------      ------------

Loss before income taxes                           (8,703,127)       (1,962,266)

Income taxes                                             --                --
                                                 ------------      ------------

Net loss                                         $ (8,703,127)     $ (1,962,266)
                                                 ============      ============

Basic and fully diluted loss per share           $      (1.16)     $      (0.26)
                                                 ============      ============

                 See notes to consolidated financial statements.

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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

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


                                   Common Stock
                             ---------------------------                                      Total
                              Number of                       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 income                           --             --             --       (8,703,127)     (8,703,127)
                             ------------   ------------   ------------   ------------    ------------

Balance, December 31, 2000      7,528,022   $     67,102   $        900   $(13,004,974)   $(12,936,972)
                             ============   ============   ============   ============    ============


                 See notes to consolidated financial statements.
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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                                      For the Years Ended
                                                          December 31,
                                                  ----------------------------
                                                      2000            1999
                                                  ------------    ------------
Cash flows from operating activities
  Net loss                                        $ (8,703,127)   $ (1,962,266)
                                                  ------------    ------------
  Adjustments to reconcile net loss to net cash
   provided by operating activities
   Allowance for doubtful accounts                      91,885            --
   Depreciation and amortization                       169,933          18,267
   Changes in assets and liabilities
     Accounts receivable                              (489,780)       (415,296)
     Prepaid advertising and other                      44,079        (527,659)
     Income tax receivable and prepayments            (925,867)       (968,132)
     Inventory                                        (268,663)           --
     Deferred expenses                              (1,283,078)       (684,427)
     Other assets                                       36,658        (141,905)
     Accounts payable                                1,346,341          31,755
     Accrued seminar expense                           101,481         247,860
     Deferred revenues                              13,328,868       5,353,330
     Other liabilities                                  96,631         299,423
                                                  ------------    ------------
                                                    12,248,488       3,213,216
                                                  ------------    ------------
      Net cash provided by operating activities      3,545,361       1,250,950
                                                  ------------    ------------

Cash flows from investing activities
  Purchases of property and equipment               (1,439,920)       (278,540)
  Loans to affiliates                                  (63,244)       (120,345)
                                                  ------------    ------------
      Net cash used by investing activities         (1,503,164)       (398,885)
                                                  ------------    ------------

Cash flows from financing activities
  Issuance of common stock                                --            64,500
  Net repayments of loans from affiliates                 --           (12,428)
                                                  ------------    ------------
      Net cash provided by financing activities           --            52,072
                                                  ------------    ------------

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

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

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

Supplemental cash flow information:
     Cash paid for income  taxes was  $925,867  and $968,132 for the years ended
     December 31, 2000 and 1999, respectively.

Supplemental disclosure of non-cash investing and financing activities:
     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.



                 See notes to consolidated financial statements.
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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 1 - Organization and Significant Accounting Policies

Organization and History of the Corporation

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 System,  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, and is presently seeking national
accreditation.

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.

Whitney  Internet  Services,  Inc.  incorporated  in Wyoming  on June 8,  1999,  is
located in Cape Coral,  Florida and is an operating  subsidiary  marketing Internet
training seminars  throughout the United States.  Whitney Internet  Services,  Inc.
is  expanding  its  operations   into  a  variety  of  Internet   services   beyond
educational  training including  marketing web sites and participations in networks
of residual Internet connection fees.


WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 - Organization and Significant Accounting Policies (continued)

Organization and History of the Corporation (continued)

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,  MS. and  Atlanta,  GA.
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
are the first two of many  regional  centers being  planned  throughout  the United
States and  represents an expansion  from the  educational  seminars  industry into
regional  permanent  schools  for  teaching  classes  in how to build and  maintain
wealth.

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.  The  name  was  again  changed  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 mentoring 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.

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.; and Wealth
Intelligence  Network,  Inc.,  and the 1612 E. Cape Coral  Parkway Land Trust.  All
material inter-company transactions have been eliminated.


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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 1 - Organization and Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  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

Cash  and  cash  equivalents  includes  all  cash  balances  and  highly  liquid
investments with an original maturity of three months or less.

Concentration of Credit Risk

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk,  consist of cash and short-term  cash  investments  and accounts
receivable.  The Company places its temporary cash  investments with high credit
quality   financial   institutions.   The  Company  at  December  31,  2000  and
periodically  throughout the year has maintained  balances in various  operating
accounts in excess of federally insured limits.  The Company has not experienced
any losses in such accounts.  The Company periodically  performs credit analysis
and  monitors  the  financial  condition  of its  customers in order to minimize
credit risk.

Inventory

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

Financial Instruments

The  Company's  financial  instruments  consist  principally  of cash,  accounts
receivable and deferred seminar expense,  accounts  payable,  accrued  expenses,
deferred educational  revenues,  and notes payable. The carrying amounts of such
financial  instruments  as  reflected  in the balance  sheet  approximate  their
estimated  fair value as of December 31, 2000.  The estimated  fair value is not
necessarily  indicative  of the amounts the Company  could  realize in a current
market exchange or of future earnings or cash flows.

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 2000 and the  entire
amount  of  revenue  related  to the net  accounts  receivable  is  deferred  as
described below.


WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 1 - Organization and Significant Accounting Policies (continued)

Revenue Recognition, Deferred Revenue and Deferred Expenses

Revenue from product sales is  recognized 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  $7,294,000  and  $4,696,000 for the years ended December 31, 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, 2000 were $467,737.

Property and Equipment

Property and  equipment  are stated at cost.  Depreciation  or  amortization  is
calculated using the straight-line method over the estimated useful lives of the
related assets as follows:

      Building                                             40 years
      Office furniture                                     7 years
      Office equipment                                     5 years
      Intangibles (Contract Rights)                        15 years
      Leasehold Improvements                               5 years or term of lease

      Description                                           December 31,
                                                               2000
                                                            ----------

      Building                                              $ 2,207,482
      Furniture and fixtures                                    316,770
      Equipment                                                 467,401
      Leasehold improvements                                    122,658
                                                            -----------
                                                              3,114,311
      Less accumulated depreciation                            (193,714)
                                                            -----------

                                                            $ 2,920,597
                                                            ===========



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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 1 - Organization and Significant Accounting Policies (continued)

Valuation of Long-Lived Assets

The Company assesses valuation of long-lived assets in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived  Assets and for  Long-Lived  Assets to be disposed of. The Company
periodically  evaluates the carrying  value of long-lived  assets to be held and
used, when events and circumstances warrant such a review. The carrying value of
a long-lived asset is considered impaired when the anticipated undiscounted cash
flow from such asset is  separately  identifiable  and is less than its carrying
value.  In that  event,  a loss is  recognized  based on the amount by which the
carrying  value  exceeds the fair market  value of the  long-lived  asset.  Fair
market value is determined primarily using the anticipated cash flows discounted
at a rate commensurate with the risk involved.

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 is  equivalent  and  accordingly  only  basic  loss per share has been
presented.

Recently Issued Accounting Pronouncements

In June 1998, June 1999 and June 2000, the Financial  Accounting Standards Board
(FASB)  issued  Statement  of  Financial  Accounting  Standards  (SFAS) No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities,"  SFAS 137,
"Accounting for Derivative  Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133" and SFAS 138,  "Accounting for Certain
Derivative  Instruments  and Certain  Hedging  Activities  an  Amendment of FASB
Statement  No.  133."  These  statements   establish  accounting  and  reporting
standards  requiring  that  every  derivative   instrument,   including  certain
derivative  instruments embedded in other contracts,  be recorded in the balance
sheet as  either  an asset  or  liability  measured  at its  fair  value.  These
statements  require that changes in the fair value of a derivative be recognized
currently in earnings  unless specific hedge  accounting  criteria are met. SFAS
No. 133 is effective for all fiscal quarters of all fiscal years beginning after
June  15,  2000.  This  statement  currently  has no  impact  on  the  financial
statements  of  the  Company,  as the  Company  does  not  hold  any  derivative
instruments or participate in any hedging activities.

On February  14,  2001,  the FASB issued an exposure  draft  entitled  "Business
Combination  and  Intangible  Assets -  Accounting  for  Goodwill."  Under  this
proposed  statement,  with its  effective  date,  corporations  would no  longer
amortize goodwill.  Goodwill would be tested for impairment when events occurred
that would reasonably  dictate that an impairment of goodwill may have occurred.
The results on the financial  statements would not be material to the year ended
December 31, 2000.



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 are 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  1,093,650  option  shares  have been  granted at an
exercise price of approximately $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) 8,000
shares to a financial  public relations firm in lieu of cash for services valued
at $14,500.


WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 2 - Mergers, Acquisitions and Capital Accounts (continued)

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  on  date of
conversion). This transaction will be 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.


Note 3 - Related Party Transactions

The Company has rented its headquarters location 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  $69,644  and  $35,622 for the years ended
December 31, 2000 and 1999, respectively. The Company leases approximately 8,700
square feet  presently.  Future minimum  payments,  by year and in the aggregate
under  capital and  non-cancelable  operating  leases with  initial or remaining
terms of one year or more are shown in Note 5 to the financial statements.

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 $170,422
and $111,724 for the years ended December 31, 2000 and 1999,  respectively.  MRS
Equity Corp.  provided  Whitney  Information  Network,  Inc.  with  $273,525 and
$254,826  for  product  costs for the years  ended  December  31, 2000 and 1999,
respectively.  MRS Equity  Crop.  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. (PSS) is a company that develops and licenses
software  primarily  for the real  estate  and small  business  industries.  The
Chairman of the Board of Directors of Whitney Information  Network,  Inc. owns a
majority interest in PSS. During 2000 and 1999, PSS provided Whitney Information
Network,  Inc.  $378,525 and $318,089 in product cost,  respectively.  PSS sells
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 PSS in the  amount of  $68,811  and  $38,605  for the  years  ended
December 31, 2000 and 1999, respectively.

Whitney  Information   Network,   Inc.  provided  payroll  services  to  Whitney
Leadership  Group, Inc. in the amount or $80,956 and $82,787 for the years ended
December  31,  2000  and  1999,  respectively.  During  2000 and  1999,  Whitney
Information Network made payments of $230,476 and $368,702 for registration fees
and commissions,  respectively. The Chairman of the Board of Whitney Information
Network, Inc. is the President and Chief Operating Officer of Whitney Leadership
Group, Inc.


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               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 3 - Related Party Transactions (continued)

United States  Fiduciary Corp is a company who 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 United
States Fudiciary Corp. During 2000 and 1999, Whitney Information  Network,  Inc.
paid $418,096 and $0 in commission payments to United States Fudiciary 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.

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.

Related party receivables and payables were as follows:

                                                December 31,
                                                    2000
                                                  --------
Receivables
  Due from Whitney Leadership Group               $160,587
  Due from MRS Equity Corp.                           --
  Due from RAW, Inc.                                15,619
                                                  --------

                                                   176,206
                                                  --------

Payables
  Amounts due to Whitney Leadership Group, Inc.   $   --
  Amounts due to RAW, Inc.                           3,876
  Amounts due to MRS Equity Corp.                   69,415
  Amounts due to PSS                                32,425
                                                  --------

                                                   105,716
                                                  --------

Net receivable                                    $ 70,490
                                                  ========



WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements



Note 4 - Long-Term Debt

Notes Payable

Notes payable consists of the following:
                                                                          December 31,
                                                                              2000
                                                                         -------------
Note  payable to seller of building,  interest at a variable  interest
 rate,  adjusted  semi-annually  based  on the  prime  rate  (9% as of
 December  31,  2000) 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  balloons  and all  principal  and accrued  interest is due.
 Collateralized by real property.                                         $  1,200,000
                                                                          ============



Note 5 - Commitments and Contingencies

In addition to its lease with a related  party (Note 3), the Company  leases the
following properties:  (1) its headquarters building in Cape Coral, Florida, (2)
its  telemarketing  facility in Draper,  Utah,  (3) a Wealth Center  facility in
Jackson,  Missouri, (4) its Whitney Canada location in Ontario, and (5) a Wealth
Center facility in Atlanta,  Georgia. Future minimum payments by year and in the
aggregate under  non-cancelable  operating leases with terms of one year or more
are as follows:

                                             Related
        Year Ended December 31,               Party           Other          Total
        -----------------------             ---------       ---------      ---------

               2001                         $  69,664       $ 145,170      $ 214,834
               2002                            58,053          86,179        144,232
               2003                                -           25,960         25,960
                                            ---------       ---------      ---------

                                            $ 127,717       $ 257,309      $ 385,026
                                            =========       =========      =========


Back to Table of Contents
               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 5 - Commitments and Contingencies (continued)

Litigation

The Company is not involved in any material  asserted or  unasserted  claims and
actions  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.


Note 6 - 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.

A summary of the status of the Company's stock option plans is as follows:

                                                       December 31,
                                    ------------------------------------------------
                                              2000                      1999
                                    ------------------------   ---------------------
                                                   Weighted                  Weighted
                                                   Average                   Average
                                     Number of     Exercise     Number of    Exercise
                                       Shares        Price       Shares        Price
                                     ---------     ---------    ---------    ---------

Outstanding at beginning of year       787,800          1.92      369,000         2.00
      Granted                          385,000          1.97      471,650         1.88
      Exercised                             -             -            -            -
      Canceled/expired                 (79,150)        (1.92)     (52,850)       (1.96)
                                     ---------     ---------    ---------    ---------

Outstanding and exercisable at
 end of year                         1,093,650          1.94      787,800         1.93
                                     =========     =========    =========    =========

Options   available   for  future
grant                                  906,350                  1,212,200
                                     =========                  =========

Weighted average fair value of
 options granted during the year     $    1.87                  $    1.70
                                     ==========                 ==========


WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 6 - Stockholders' Equity and Transactions (continued)

Stock-Based Compensation Plans (continued)

The following  information  summarizes stock options outstanding and exercisable at
December 31, 2000:
                                                                           Weighted
                                                             Weighted      Average
                                                              Average      Remaining
                                               Number of     Exercise     Contractual
Range of exercise prices                        Options        Price         Life
------------------------                      ----------    ----------    ----------

  $1.75                                           45,000    $     1.75          9.33
  $1.88                                          401,650    $     1.88          8.66
  $2.00                                          647,000    $     2.00          9.22
                                              ----------    ----------    ----------

  $1.75 to $2.00                               1,093,650    $     1.94          9.01
  ==============                              ==========    ==========    ==========

The weighted average fair value of options granted are as follows:

                                                                           Weighted
                                                                            Average
                                                             Number of        Fair
                                                              Options         Value
                                                           -----------     ---------
Granted during the year ended December 31, 1999
      Less than fair value                                          -             -
      Equal to fair value                                      471,650          1.70
      Greater than fair value                                       -             -
                                                             ---------       --------
                                                               471,650          1.70
                                                             =========       ========

Granted during the year ended December 31, 2000
      Less than fair value                                          -             -
      Equal to fair value                                      385,000          1.87
      Greater than fair value                                       -             -
                                                             ---------       --------

                                                               385,000          1.87
                                                             =========       ========



Back to Table of Contents
               WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 6 - Stockholders' Equity and Transactions (continued) 

Stock-Based Compensation Plans (continued)

Had compensation  cost for these plans been determined based on their fair value
at the date of grant pursuant to SFAS 123, net income (loss) and earnings (loss)
per share would have been reduced to the pro forma amounts indicated as follows:

                                                                 December 31,
                                                          ---------------------------
                                                              2000            1999
                                                          ------------    -----------

Net loss - as reported                                    $(8,703,127)    $(1,962,266)
Net loss - pro forma                                      $(9,423,077)    $(2,764,071)
Loss per share - basic and assuming
 dilution as reported                                     $     (1.16)    $      (.26)
Loss per share - pro forma                                $     (1.25)    $      (.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  assumptions:  expected
dividend  yield is 0%,  expected  stock  price  volatility  is 115%,  risk  free
interest rate is 6% and expected life of options is 10 years.

Earnings (Loss) Per Share

The following  table sets forth the  computation  of earnings  (loss) per common
share:

                                                               Years Ended
                                                               December 31,
                                                        --------------------------
Numerator:                                                  2000           1999
                                                        -----------    -----------
       Net income (loss) available for common
       stockholders                                     $(8,703,127)   $(1,962,266)
                                                        ===========    ===========

Denominator:
     Denominator for basic earnings per share -
      weighted average shares                             7,528,022      7,528,022
     Effect of dilutive securities:
      Stock options and warrants                               --             --
                                                        -----------    -----------
     Denominator for diluted earnings per share -
      adjusted weighted average shares and assumed        7,528,022      7,528,022
                                                        ===========    ===========
      conversions

Earnings (loss) per common share - basic and assuming
 dilution                                               $     (1.16)   $      (.26)
                                                        ===========    ===========



WHITNEY INFORMATION NETWORK, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


Note 6 - Stockholders' Equity and Transactions (continued)

Earnings (Loss) Per Share (continued)

The  numerators  for  earnings  (loss) per common  share  consists of net income
(loss) adjusted only for dividends paid to preferred stockholders.


Note 7 - Income Taxes

As of December 31, 2000, the Company has net operating loss (NOL)  carryforwards
of approximately $13,690,000, which expire in the years 2001 through 2021.

Deferred  tax  liabilities  and assets are  determined  based on the  difference
between the financial  statement assets and liabilities and tax basis assets and
liabilities  using the tax rates in effect for the year in which the differences
occur. The measurement of deferred tax assets is reduced,  if necessary,  by the
amount of any tax benefits that based on available evidence, are not expected to
be realized.

The accompanying balance sheet includes the following:
                                                                   December 31,
                                                           --------------------------
                                                               2000          1999
                                                           -----------    -----------

Deferred tax asset from NOL carryforward                   $ 5,252,000    $   795,000

Deferred tax liability from deferred expense recognition    (1,005,000)      (508,000)
                                                           -----------    -----------

Net deferred tax asset                                       4,247,000        287,000


Valuation allowance                                         (4,247,000)      (287,000)
                                                           -----------    -----------

                                                           $        -     $        -
                                                           ===========    ===========


Note 8 - Restatement of Financial Statements and Change in Accounting Policy

The Company is in the Post  Secondary  Educational  business  offering  training
courses to its students. The Company has several intensive courses that students
pay for in advance and are  scheduled  for some time in the future.  Because the
Company has not rendered the services, the Company cannot recognize the revenues
from the advance tuition payments until the courses are taken. Therefore,  these
revenues are deferred to a future period.

The Company  has  substantial  costs  associated  with  producing  the  deferred
revenues,  primarily  advertising  and  related  costs.  The Company in the past
considered  a portion of the above  expenses as direct  costs giving rise to the
deferred revenues and capitalized these costs as deferred expenses.

The Company  subsequently  has decided that the treatment of deferring the above
costs was a policy that was not consistent  with Generally  Accepted  Accounting
Principles  (GAAP) and has  changed  its policy to  reflect  the above  costs as
period costs.  Therefore,  the financial  statements for the year ended December
31,  1999 have been  restated to reflect the change in  accounting  method.  The
following  table  reflects  the  effect of the change on the  current  financial
statements.

                      Consolidated Statement of Operations
                      For the Year Ended December 31, 1999

                                           As
                                       Previously
                                         Reported        Change        Restated
                                       -----------    -----------    -----------


 Sales                                 $26,775,589    $        -     $26,775,589
 Cost of sales                          11,529,312             -      11,529,312
                                       -----------    -----------    -----------
            Gross profit                15,246,277             -      15,246,277
                                       -----------    -----------    -----------

 Expenses
    Advertising and sales expense        8,512,287      4,195,988     12,708,275
    General and administrative
     expenses                            4,500,268             -       4,500,268
                                       -----------    -----------    -----------
       Total expenses                   13,012,555      4,195,988     17,208,543
                                       -----------    -----------    -----------

 Income (loss) before income taxes       2,233,722     (4,195,988)    (1,962,266)

 Income tax                               (841,952)       841,952             -
                                       -----------    -----------    ----------

 Net income (loss)                     $ 1,391,770    $(3,354,036)   $(1,962,266)
                                       ===========    ===========    ===========

 Basic and fully diluted income
 (loss) per share                      $      0.18                   $     (0.26)
                                       ===========                   ===========

This  restatement  had the  effect  of the  Company  recognizing  an  additional
$4,195,988 of  previously  deferred  expenses as current  period  expenses.  The
Company went from a net income of $1,391,770 to a net loss of  ($1,962,266)  and
earnings per share of $0.18 per share to a loss of ($0.26) per share.




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

On July 28, 2000,  the Company  replaced  its auditor,  Larry Legal CPA with BDO
Siedman  effective  August 17,  2000.  During the period from August 17, 2000 to
November  14,  2000,  the  Company  worked  with BDO  Siedman  until  the  Board
terminated their services.  The series of events that transpired from August 17,
2000 may appear to suggest a disagreement over accounting;  however, the Company
does not believe a disagreement exists.

The matter is explained simply in that at the time that the Company
terminated the services of BDO Seidman, LLP there was no dispute
with BDO Seidman inasmuch as the Company had already agreed to
restate the financial statements.

Please be advised of the chronology of related events:

11/14/00  The Company  terminated  BDO Seidman,  LLP as auditors on November 14,
          2000  subsequent  to the Whitney  Board of  Directors  meeting on that
          morning  approving both the termination of BDO Seidman and tentatively
          approving  the  restating  of  the  financial  statements  subject  to
          evaluation  of the results of the  forthcoming  discussion  to be held
          with the SEC on November  17, 2000 and  recommendation  by  management
          thereafter.  BDO's last  communication to the Company was that BDO had
          agreed to prepare the financial  statements  either way as long as the
          SEC approved the way that was chosen. The Company agreed with BDO that
          the financial  statements  could be prepared either way subject to SEC
          approval.  Therefore,  there was no disagreement  with BDO at the time
          they were  terminated.  The Company did not disagree  with BDO over an
          accounting method, but did disagree with BDO over their fees. The fees
          dispute is not the subject of this filing.

11/17/00  The Company representatives attended a meeting in Washington,  DC with
          SEC staff re: deferred  expenses at which time the SEC stated that the
          Company should restate the financial statements.

11/20/00  The  Company  approved  and  filed  Edgar  Form 8-K  reporting  on the
          termination  of BDO Seidman,  LLP without  having  received any letter
          from BDO Seidman,  LLP.  Their letter was received later in the day on
          November 20, 2000.

11/21/00  Actual date of acceptance of  transmission of 11/20 filing as accepted
          by SEC/Edgar.

11/20/00  The Company  received  cessation of services  letter from BDO Seidman,
          LLP which was dated  Novemer  14,  2000,  but not  received  until the
          afternoon of November 20, 2000.

11/22/00  The Company filed Edgar Form 8-K/A#1  reporting  the BDO Seidman,  LLP
          letter received November 20, 2000.

11/29/00  The Company filed the third Edgar form on the issue, Form 8-K/A#2 with
          corrections  and additions  required by the SEC  pertaining to the BDO
          Seidman auditor termination.

12/4/00   The Company's  Board of Directors  approved  management's  decision to
          restate financial statements for change of accounting method.

12/4/00   Company received letter from SEC re: correcting the Forms 8K and 8-K/A
          to an Item 4 matter instead of an Item 1 matter.

12/4/00   Company received second letter from BDO Seidman,  LLP re:  termination
          of services,  which letter included for the first time a notice by BDO
          Seidman of a disagreement over accounting issues.

12/5/00   Company  issued a Press  Release  which had been prepared days earlier
          announcing the decision to restate financial statements.

12/7/00   Company  approved for filing Edgar Form 8-K/A#3  reporting  second BDO
          Seidman letter.

12/7/00   The Company  approved  for filing Edgar Form 8-K  reporting  the Press
          Release.

12/8/00   The  Company  filed  Edgar Form  8-K/A#3 reporting  second BDO Seidman
          letter.

12/8/00   The Company filed Edgar Form 8-K reporting Press Release.

12/13/00  The Company  received a fax from SEC  requesting  an  additional  Form
          8-K/A filing to explain the disagreement.

12/20/00  The  Company  filed  Edgar  Form  8-K/A#4  explaining  that the timing
          differences  caused the appearance of a disagreement  with BDO Seidman
          but  actually at the time BDO Seidman  was  terminated,  there were no
          disagreements.

12/20/00  The Company sent a copy of Amendment #4 to BDO Seidman.

It should be further  noted that BDO Seidman was hired by the Company in August,
2000. In September,  2000,  BDO sent an SOP 93-7 research paper which was marked
preliminary draft agreeing with the position of the Company.

At that time, the Miami partner of BDO Seidman and the audit manager agreed with
the position of the Company that the  financial  statements  had been  correctly
prepared.

It was not until October,  2000 that the Chicago office and national SEC partner
of BDO Seidman overruled their Miami audit partners and reversed the position of
BDO Seidman on the issue.  There was disagreement with the BDO partners over the
issue.  At that  point,  there was also a  disagreement  between the revised and
official BDO position and the Company's position.

However,  later,  and prior to dismissing BDO Seidman,  the Company did agree to
accept the SEC position which was also BDO's revised  position.  The Company has
taken the  position  that all  interim  disagreements  with BDO Seidman had been
resolved  prior to the dismissal and therefore were not required to be explained
in Form 8-K, which requires the disclosure of any  disagreements  at the time of
the dismissal.

On February 8, 2000, the Board of Directors of Whitney Information Network, Inc.
passed a resolution  to engage the audit  services of Ehrhardt  Keefe  Steiner &
Hottman PC.

PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS;  COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The officers and directors of the Company are as follows:

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

Russell A. Whitney                43      Chief  Executive  Officer  and  Chairman of
                                          the Board of Directors

Richard W. Brevoort               62      President  and a  member  of the  Board  of
                                          Directors

Ronald S. Simon                   56      Secretary/Treasurer,     Chief    Financial
                                          Officer,  and a  member  of  the  Board  of
                                          Directors

Each  director  serves for a term of three years and one-third of the directors are
elected  at  the  annual  meeting  of  shareholders.  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 was a founder and has been the Chief Executive  Officer and Chairman
of the Board of Directors of the Company and its predecessor,  since 1987. Since
1992, Mr. Whitney has been Chief Executive  Officer of Whitney  Education Group,
Inc.  (formerly Win Systems,  Inc.) that is engaged in the business of education
and  training.  Since  October  1998,  Mr.  Whitney has been the President and a
member of the Board of Directors of 1311448 Ontario,  Inc. 1311448 Ontario is in
the business of education and training. Since October 1998, Mr. Whitney has been
the  President  and a member of the Board of Directors of Whitney  Canada,  Inc.
Whitney  Canada is in the business of education  and  training.  Since  February
1999,  Mr. Whitney has been the President and a member of the Board of Directors
of Wealth  Intelligence  Network,  Inc.  Wealth  Intelligence  Network is in the
business of education and training.  Since June 1999,  Mr.  Whitney has been the
President and a member of the Board of Directors of Whitney  Internet  Services,
Inc.  Whitney  Internet  Services  is in  the  business  of  providing  Internet
services,  education and  training.  Since June 1999,  Mr.  Whitney has been the
President and a member of the Board of Directors of Whitney Consulting Services,
Inc. Whitney Consulting is in the business of providing  telemarketing services.
Since June 1999, Mr. Whitney has been the President and a member of the Board of
Directors of Russ Whitney's Wealth Education Centers, Inc. Russ Whitney's Wealth
Education  Centers are in the business of  education  and  training.  Since June
1999,  Mr. Whitney has been the President and a member of the Board of Directors
of Russ Whitney's Wealth Education Centers of Jackson,  Mississippi,  Inc. Since
March 1991, Mr. Whitney has been Chief Executive  Officer of Whitney  Leadership
Group, Inc., a Florida corporation located in Cape Coral, Florida engaged in the
business of publishing and marketing.  Since February 1995, Mr. Whitney has been
President of RAW, Inc., a Florida corporation engaged in the business of buying,
selling and  investing in real estate  which is located in Cape Coral,  Florida.
Since August 1993,  Mr.  Whitney has been Vice  President of Precision  Software
Services,  Inc., a Florida corporation located in Cape Coral, Florida,  which is
engaged in the business of developing and licensing  software  primarily for the
real estate and small  business  industries.  Since March 1992,  Mr. Whitney has
been President of MRS Equity Corp., a Florida corporation located in Cape Coral,
Florida,  which is engaged in the business of selling  mortgage related products
and services. Since November 1996, Mr. Whitney has been affiliated with Teamwork
Communications,  Inc.,  a company that  provides  sales and  marketing  services
located in Cape Coral, Florida.






Richard W. Brevoort - President and a member of the Board of Directors.

Since August 1998,  Mr.  Brevoort has been a member of the Board of Directors of
the Company and spends substantially  full-time on Company matters. Mr. Brevoort
became the President of Whitney  Education Group, Inc.  (formerly,  Win Systems,
Inc.) in  February  1997,  and  President  of the Company in August  1998.  From
January 1984 to February  1991,  Mr.  Brevoort  was the  President of the Hudson
Agency,  a marketing  company  based in New York City.  From  September  1970 to
October 1975, Mr. Brevoort was a Deputy Finance  Administrator  and Commissioner
of Tax Collection.  From June 1969 to August 1970, Mr. Brevoort was an Assistant
Administrator  of Economic  Development.  From  August  1968 to March 1969,  Mr.
Brevoort  was a Deputy  Commissioner  of  Commerce.  From March 1966 to November
1966,  Mr.  Brevoort  was a Director of Weights and Measures for the City of New
York.  From November 1975 to December 1983, Mr.  Brevoort was the Chief of Staff
for the  Democratic  Party in the New York State Senate.  From 1982 to 1987, Mr.
Brevoort was a member of the Board of Directors of the New York City  Convention
Center.  From 1996 to 1997, Mr. Brevoort was an Instructional  Supervisor of the
Trace Program at Bronx Community College.  From 1968 to 1969, Mr. Brevoort was a
member of an Advisory Committee for the New York City Superintendent of Schools.
Mr.  Brevoort has been  included in the 1996 Who's Who in America and 1996 Who's
Who in the World.

Ronald S. Simon - Secretary/Treasurer,  Chief Financial Officer, and a member of
the Board of Directors.

Since August 1998, Mr. Simon has been the  Secretary/Treasurer,  Chief Financial
Officer,  and a member of the Board of  Directors of the Company and spends such
time that is necessary on Company matters. Since August 1998, Mr. Simon has been
the  Secretary/Treasurer  and a member  of the  Board of  Directors  of  Whitney
Education Group, Inc. (formerly,  Win Systems, Inc.). Whitney Education Group is
in the business of education and training. Since August 1998, Mr. Simon has been
the  Secretary/Treasurer  and a member  of the  Board  of  Directors  of  Wealth
Intelligence  Network,  Inc. Wealth  Intelligence  Network is in the business of
education   and   training.   Since   June   1999,   Mr.   Simon  has  been  the
Secretary/Treasurer and a member of the Board of Directors of Whitney Consulting
Group, Inc. Whitney  Consulting Group is in the business of telemarketing.  From
October 1995 to January  1999,  Mr. Simon was the  President of On Line Services
USA, Inc., an Internet service provider and web site design company. Since 1971,
Mr.  Simon has been  Certified  Public  Accountant  in the states of Florida and
Illinois.  Since 1993, Mr. Simon has had his real estate license in the state of
Florida.  Since 1996,  Mr. Simon has had his  insurance  license in the state of
Florida.  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 10. 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                       All
   Principal               Annual                Compen-      Options       LTIP         Compen-
   Position     Year     Salary ($)   Bonus ($)  sation($)  Award(s)(#)   Payouts($)    sation ($)
   --------     ----     ----------   -------    ---------  -----------   ----------    ----------

Russell
Whitney, CEO    2000       $250,000       --        --          --         --            $250,000
                1999       $ 67,344       --        --          --         --            $ 67,344
                1998       $ 52,000       --        --          --         --            $ 52,000
                1997       $ 39,365       --        --          --         --            $ 39,365
                1996       $    --        --        --          --         --            $    --

Richard
Brevoort,
President       2000       $ 75,000       --        --          --         --            $ 75,000
                1999       $ 44,093       --        --          --         --            $ 44,093
                1998       $ 30,281       --        --          --         --            $ 30,281
                1997       $ 32,224       --        --          --         --            $ 32,224
                1996       $ 19,480       --        --          --         --            $ 19,480

Ronald Simon,
CFO             2000       $ 47,500       --        --          --         --            $ 47,500
                1999       $ 42,770       --        --          --         --            $ 42,770
                1998       $  5,927       --        --          --         --            $  5,927
                1997       $    --        --        --          --         --            $    --
                1996       $    --        --        --          --         --            $    --

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             Base         Options
     Name          Granted    Last 12 Months     Price ($/Sh)    Exercised     Expiration Date
     ----          -------    --------------    ------------     ---------     ---------------
Richard
Brevoort             243,000         68,000       $  2.00              --           09/01/2008

Ronald Simon         218,000         68,000       $  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 11. 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         6,480,000   Chief Executive Officer               86.40%
4818 Coronado Parkway                  and Chairman of the
Cape Coral, Florida                    Board of Directors
33904

Richard W. Brevoort          146,500   President                              1.95%
4500 S.E. Fifth Place                  Director
#206
Cape Coral, Florida
33904

Ronald S. Simon             34,000     Secretary/Treasurer                    0.45%
1402 Beechwood Trail                   Chief Financial Officer
Fort Myers, Florida                    Director
33919

All officers and           6,660,500                                         88.52%
directors as a
group (3 persons)


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 18,  1998,  the Company  acquired  all (100  shares) of the issued and
outstanding  shares  of  common  stock of Win  Systems,  Inc.  in  exchange  for
6,750,000 shares, 187,500 Class A Warrants, and 340,000 Class B Warrants.  97.5%
of the shares of Win Systems,  Inc. were owned by Russell  Whitney,  the current
Chief  Executive  Officer and  Chairman of the Board of Directors of the Company
and the remaining shares were owned by other key personnel.

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.







In addition,  the Company has receivables from Whitney Leadership Group, Inc. in
the amount of $160,587 for sales of products. The aforementioned  corporation is
controlled by Russ 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 Russell  Whitney,  the Company's Chief Executive  Officer and Chairman of the
Board of Directors.

Precision Software Services, Inc. develops and licenses software to the Company.
Russell Whitney, the Company's Chief Executive Officer and Chairman of the Board
of Directors, owns controlling interest in Precision Software Services, Inc.

The Company provides payroll services to Whitney  Leadership  Group, Inc. and in
the past, Whitney Leadership Group, Inc. has lent money to the Company.  Russell
Whitney,  the  Company's  Chief  Executive  Officer and Chairman of the Board of
Directors President and Chief Operating Officer of Whitney Leadership Group.

United States Fudiciary Corp. provides telemarketing and instructor services for
the  Company.  The  Company's  Chairman  of the  Board of  Directors  and  Chief
Financial Officer are also members of the board of United States Fudiciary Corp.

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

      MRS Equity Corp.                                       $ 273,525
      Precision Software Services, Inc.                      $ 378,525

The amount of  payments  made for  commissions  and fees from  affiliates  is as
follows:

      Whitney Leadership Group, Inc.                         $ 230,476
      United States Fudiciary Corp.                          $ 418,096

The payroll service amounts are as follows:

      MRS Equity Corp.                                       $ 170,422
      Precision Software Services, Inc.                      $  68,811
      Whitney Leadership Group, Inc.                         $  80,956
      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  report  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.

                                    WHITNEY INFORMATION NETWORK, INC.

Dated: March 30, 2001               By:/s/Richard W. Brevoort
                                          Richard W. Brevoort
                                          President

In  accordance  with the  Exchange  Act,  this 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          March 30, 2001
Russell A. Whitney

/s/Richard W. Brevoort        President and Director                    March 30, 2001
Richard W. Brevoort

/s/Richard S. Simon           Secretary/Treasurer/Chief                 March 30, 2001
      Richard S. Simon        Financial
                              Officer/
                              Principal Accounting Officer and Director`