**EXHIBIT 31.2**

 

 

**Certification Pursuant to Rule 13a-15(e)/15d-15(e)**

 

**I, Ronald S. Simon, theChief Financial Officer of Whitney Information Network, Inc. (the “Company”),certify that:**

 

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

 

2.            Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the year covered by this annual report;

 

3.            Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the years presentedin this annual report;

 

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

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the year in which this annualreport is being prepared;

 

b)           evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theyear covered by this report based on such evaluation; and

 

c)            disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

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

 

a)            all significant deficiencies in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 

Dated: June 2, 2004

 

 
|   |   |   |   |   | /s/Ronald S. Simon              |   |
|--------|--------|--------|--------|--------|---------------------------------|--------|
|   |   |   |   |   | Name: Ronald S. Simon           |   |
|   |   |   |   |   | Title: Chief Financial  Officer |   |

 

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