SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended March 31, 2003          Commission file number 1-13722

                          WHITMAN EDUCATION GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

         State of Florida                               22-2246554
   ------------------------------        ---------------------------------------
  (State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
   Incorporation or Organization)

4400 Biscayne Boulevard, Miami, FL  33137                 (305) 575-6510
------------------------------------------       -------------------------------
  (Address of Principal Executive Offices)       (Registrant's Telephone Number,
                                                     Including Area Code)


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT


     Title of Each Class               Name of Each Exchange on Which Registered
   --------------------------          -----------------------------------------
   Common Stock, No Par Value                   American Stock Exchange

     Indicate by check mark whether the registrant: (1) has filed all reports to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

     As  of  May  15,  2003,  there  were  15,171,730  shares  of  Common  Stock
outstanding.

     The aggregate market value of the voting and non-voting  common equity held
by  non-affiliates of the registrant on September 30, 2002 computed by reference
to the  price at which  the  common  equity  was last  sold as of that  date was
approximately $55,688,000.


                    DOCUMENTS INCORPORATED BY REFERENCE: None


                                       1




                          WHITMAN EDUCATION GROUP, INC.
                           ANNUAL REPORT ON FORM 10-K
                        FOR THE YEAR ENDED MARCH 31, 2003

                                TABLE OF CONTENTS


                                                                           PAGE
                                     PART I

Item 1.  Business.......................................................      3

Item 2.  Properties.....................................................     20

Item 3.  Legal Proceedings..............................................     21

Item 4.  Submission of Matters to a Vote of Security Holders............     21


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters........................................................     21

Item 6.  Selected Financial Data........................................     23

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..........................................     24

Item 7A. Quantitative and Qualitative Disclosures about Market Risk......    34

Item 8.  Financial Statements and Supplementary Data.....................    34

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................    34

                                    PART III

Item 10. Directors and Executive Officers of the Registrant...............   35

Item 11. Executive Compensation...........................................   37

Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Shareholder Matters..................................   39

Item 13. Certain Relationships and Related Transactions...................   41

Item 14. Controls and Procedures..........................................   41

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form
         8-K..............................................................   42


                                       2


                                     PART I

Item 1. Business.

     You are cautioned that the following text concerning our business should be
read in  conjunction  with  the  "Forward-Looking  Statements;  Business  Risks"
appearing  at the end of Item 1 and  that  the  statements  made in this  Annual
Report on Form 10-K are qualified by the risk factors set forth in that section.
Please keep in mind while reading this report that:

        -"We," "Us," "Our" and "Whitman" refer to Whitman Education Group, Inc.
          and its subsidiaries.

        -"Colorado Tech" refers collectively to the three campuses of Colorado
          Technical University.

        -"Sanford-Brown" refers collectively to our five Sanford-Brown College
          campuses.

        -"UDS" refers collectively to the fourteen Ultrasound Diagnostic
          Schools.

General

     We are a proprietary provider of career-oriented  postsecondary  education.
Through three wholly-owned  subsidiaries,  we currently operate 22 schools in 13
states offering a range of graduate, undergraduate and non-degree certificate or
diploma programs primarily in the fields of information  technology,  healthcare
and business to more than 9,000 students.

     We are organized into a University  Degree Division and an Associate Degree
Division. The University Degree Division primarily offers doctorate,  master and
bachelor degrees through Colorado Tech. The Associate Degree Division  primarily
offers associate degrees and diplomas or certificates through  Sanford-Brown and
UDS.

     Our  students  are  predominantly  adults who  commute to our  schools  and
require limited ancillary student services.  The students are seeking to acquire
basic  knowledge and skills  necessary for  entry-level  employment in technical
careers or to  acquire  new or  additional  skills to either  change  careers or
advance in their current careers.

     The majority of our students rely on funds received from federal  financial
aid programs under Title IV of the Higher Education Act of 1965, as amended,  to
pay  for  a  substantial   portion  of  their  tuition.   Accordingly,   we  are
substantially dependent upon Title IV funds for the majority of our revenues and
the loss of our ability to receive Title IV funds would have a material  adverse
effect on our business and results of operations.

     Our executive  offices are located at 4400 Biscayne  Boulevard,  6th Floor,
Miami, Florida 33137, and our telephone number is (305) 575-6510.

Merger Agreement

     On March 26, 2003,  we signed a  definitive  merger  agreement  with Career
Education   Corporation  ("CEC")  under  which  CEC  will  acquire  all  of  our
outstanding  shares of common  stock for a  combination  of cash and CEC  stock.
Under the terms of the agreement,  we will become a  wholly-owned  subsidiary of
CEC and our  shareholders  will  receive  $6.00 in cash and shares of CEC common
stock valued at approximately $8.25 for a total of approximately $14.25 for each
share of our common stock. The stock portion of the  consideration is subject to
adjustment  based on CEC's average closing share price during a specified period
prior to closing. The value of the stock component based on such average closing
price will not be less than $7.55, nor more than $8.95,  unless we and CEC agree
otherwise.  The estimated purchase price,  including the estimated fair value of
CEC  common  stock  to be  issued  to our  shareholders,  cash to be paid to our
shareholders,  estimated  cash to be paid to our option  holders  and  estimated
acquisition costs, is expected to be approximately $254.3 million.


                                       3


     The merger agreement contains certain  termination  provisions,  including,
among  others,  the failure to receive  shareholder  approval and the failure to
obtain required regulatory approvals. In addition, we may elect to terminate the
merger agreement if the value of the CEC common stock that our shareholders will
receive  in the merger  would be less than $7.55 per share of our common  stock,
subject to CEC's right to agree to provide our shareholders with $7.55 per share
in CEC common stock.  Likewise,  CEC may elect to terminate the merger agreement
if the adjusted value of the stock consideration would be greater than $8.95 per
share of our common  stock,  subject  to our right to agree to accept  $8.95 per
share in CEC common stock.

     A vote of a majority of our  outstanding  common  stock will be required to
approve the merger. The transaction is expected to close during the beginning of
the third quarter of the 2003 calendar year, and is subject to customary closing
conditions  including regulatory approvals and the approval of our shareholders.
There can be no assurance that the conditions to the merger will be satisfied or
that the merger will close in the expected time frame or at all.

Background

     We were originally incorporated in New Jersey in 1979. In 1983, we acquired
two UDS schools in New York which offered non-degree programs only in diagnostic
medical  ultrasound.  Enrollment  in the two schools was less than 50  students.
Over the next nine years,  we opened eight  additional UDS schools and increased
our total enrollment to approximately 400 students.

     In 1992, Dr. Phillip Frost invested in Whitman and became our Chairman.  At
the time of his investment,  we had revenues of approximately  $3.8 million from
UDS  operations,  and total  enrollment  at the ten  existing  UDS  schools  was
approximately  675.  We  continued  to  expand  UDS by  adding  five  additional
locations  by 1994.  In  February  2002,  UDS closed  its campus in  Pittsburgh,
Pennsylvania. UDS currently operates 14 campuses.

     In 1994,  we also  began to  expand  the scope of our  business  to offer a
broader  range of  certificate  programs in our UDS  schools.  Beginning in late
1994,  UDS  began  offering  cardiovascular  technology  and  medical  assisting
programs at selected  campuses.  In June 1998, at selected  campuses,  UDS began
offering a surgical  technology  program and in June 1999,  UDS began offering a
medical billing and coding specialist program.

     In  December  1994,  we  acquired  Sanford-Brown,  a  nationally-accredited
college founded in 1866,  which offered  associate  degree programs in business,
information technology and healthcare.  Sanford-Brown operates three campuses in
and around St. Louis,  Missouri, one in Kansas City, Missouri and one in Granite
City, Illinois. In October 2002, we expanded  Sanford-Brown's  program offerings
to  include  bachelor  degree  programs  in  business,   information  technology
management and healthcare administration.

     In March 1996,  we  relocated  our  headquarters  from New Jersey to Miami,
Florida and we further  broadened  our degree  program  offerings  by  acquiring
Colorado Tech in Colorado Springs, Colorado. Founded in 1965, Colorado Tech is a
regionally-accredited   institution  offering  doctorate,  master  and  bachelor
degrees in various  information  technology  and  business  fields.  Through the
acquisition  of Colorado  Tech,  we realized one of our goals of offering a full
range of degree  programs.  The maturity of Colorado Tech and the quality of its
programs  also  created  the  opportunity  for us to expand by  replicating  the
Colorado  Tech model  either in new  locations  or  through  the  conversion  of
acquired institutions. Colorado Tech comprises our University Degree Division.

     Colorado  Tech began an expansion  program in late 1996.  In October  1996,
Colorado  Tech  opened its second  campus in Denver,  Colorado;  and in December
1996,  Colorado  Tech  expanded its  educational  content and  geographic  scope
through the  acquisition of two campuses of Huron  University in Huron and Sioux
Falls, South Dakota. Huron University, which was founded in 1883, offered an MBA
program as well as bachelor  degree programs in healthcare,  business,  computer
technology and education.  After the acquisition of Huron University,  the Sioux
Falls campus was converted into an additional  location of Colorado Tech because
both the Sioux  Falls  campus  and  Colorado  Tech  principally  serve the adult
learner - generally, working adults seeking to advance in an existing career.

                                       4


     Although the  curricula  was  career-oriented  at Huron  University,  Huron
University's  Huron  campus  principally  directed  its efforts to serving  more
traditional students, younger adults pursuing degree-based higher education upon
graduation  from high  school.  There are  fundamental  differences  in a campus
serving  working adults and a campus  serving more  traditional  students.  As a
consequence of a strategic  decision to focus our efforts on adult learners,  in
August 1999 we sold our Huron  University  campus in Huron,  South  Dakota to an
investor group including  members of the campus  management team. As part of the
sale, we agreed to guarantee $1.1 million of the indebtedness that the purchaser
assumed in the transaction,  and we retained a minority  interest in the school.
In addition,  we extended a loan of $500,000 to the former  campus  President to
assist him in funding the transaction.

     In April  2001,  the  investor  group sold the  school to a  not-for-profit
college.  This transaction  released us from any further obligations  associated
with  the  school,  including  our  guarantee.  In  connection  with the sale we
recorded a one-time non-recurring non-cash charge of approximately $1.2 million,
or $0.05 per diluted share,  in the fiscal quarter ended March 31, 2001 relating
to  our  minority  interest  in the  campus.  For  further  discussion  of  this
transaction see  "Management's  Discussion and Analysis of Financial  Conditions
and Results of Operations - Divestiture of Huron University".

     In July 2000, we began an online  campus at Colorado  Tech.  Initially,  we
offered  internet  delivered  courses to students  enrolled at our Colorado Tech
campuses.  In 2003, we began  offering our first full online degree - a Master's
of Science degree in Management.

The Postsecondary Education Market

     The  postsecondary  education  market in the United  States is estimated to
exceed $250 billion  annually,  with more than 15.7 million students enrolled in
over  6,600  postsecondary  institutions  eligible  to  participate  in Title IV
federal aid programs.  According to the United  States  Department of Education,
the population  enrolled in such  institutions  will increase to over 18 million
students  by the year 2012.  Further,  of the Title IV  financial  aid  eligible
institutions,  approximately  2,500 are for-profit,  with  approximately  800 of
those  offering  associate  degrees or higher.  Total  enrollment  in for-profit
institutions  is  estimated  to be  less  than 5% of the  overall  postsecondary
education market.

     Additionally,  we believe that the market for entry-level  associate degree
candidates is enhanced by the  increasing  number of new high school  graduates,
projected to increase from 2.8 million in 1999 to 3.1 million in 2012.  Further,
we believe  the market  for entry  level  associate  degree  candidates  is also
enhanced by an increase in the  percentage  of recent high school  graduates who
continue their education after graduation.  According to the National Center for
Education  Statistics,  this percentage increased from approximately 49% in 1980
to 63% in 2000. In addition,  the number of adult learners is increasing.  Adult
learners  represent  a large  group of  postsecondary  students  that has  grown
significantly  in recent years.  Since 1970, the percentage of students over the
age of 24 has risen from 28% of all  postsecondary  students to more than 39% or
6.0 million in 2000, according to the National Center for Education Statistics.

     Further,  the continuing  shift in the information age from  non-skilled to
skilled  workers is dramatic  and is expected to continue to drive growth in the
postsecondary  education  market.  According to economists,  in 1950, 40% of the
workforce in the United States was considered  skilled or professional;  in 1991
this number had risen to 65% and it is projected  that by the year 2010,  85% of
the jobs will require  education or training  beyond high school.  This shift is
reflected by the income premium placed on postsecondary education.  According to
the United States Census Bureau,  in 1999, a full-time worker over the age of 24
with an  associate  degree  earned  an  average  of 26%  more  per  year  than a
comparable  worker with only a high school diploma,  and a full-time worker over
the age of 24 with a bachelor degree earned an average of 72% more per year than
a comparable worker with only a high school diploma.

                                       5


Business Strategy

     We intend to  capitalize  on what we believe  are  favorable  trends in the
postsecondary education market by focusing on career-oriented education programs
designed  primarily for adult  learners  seeking to acquire basic  knowledge and
skills  necessary for entry-level  employment in new careers or advance in their
current careers.  Having established a broad base of educational content offered
in a broad  range of degree  (associate,  bachelor,  master and  doctorate)  and
non-degree  programs,  we believe we are well-positioned to focus our efforts on
further internal growth.

     In the short  term,  we believe  that our best  opportunity  for  achieving
growth  will come from the  integration  of existing  operations  with the basic
objectives of  increasing  revenues at existing  schools and  improving  overall
operating  efficiencies  at each school and within our operations as a whole. To
accomplish our goal of increasing  revenues from our existing schools, we intend
to increase  enrollment  by adding  curricula at our existing  locations  and by
improving  our  marketing  efforts.  We also  intend to expand  our  educational
programs by  developing  new  curricula.  To  accomplish  our goal of increasing
operating  efficiencies  at each school and within our operations as a whole, we
intend to continue to leverage our  infrastructure  by increasing  our marketing
efforts, improving the distribution of our curricula among our existing campuses
and developing new high demand programs.

     Also,  in the short term, we are seeking to expand  Colorado  Tech's online
programs.  In July 2000,  Colorado Tech began offering internet delivered higher
education  courses.   Initially,  it  focused  on  master's  level  courses  and
professional  certificate  programs.  In December  2002,  Colorado Tech received
approval from its institutional accrediting body to offer a full online Master's
of Science Degree in Management.  This program is offered with concentrations in
Information Technology Project Management, Information Systems Security, Project
Management,    Criminal   Justice,    Information    Technology   and   Business
Transformation,  and Supply Chain Management.  In 2003, we initiated a marketing
program that is designed to attract potential students to Colorado Tech's online
program.

     In the intermediate and longer term, we intend to establish  additional new
locations  where  we  believe  the  population  of  working  adults,  the  local
employment  market, the availability of management talent and demographic trends
will permit us to successfully replicate our operational model. Establishment of
new  locations  will be  subject  to our  ability  to  comply  with  or  satisfy
applicable regulatory  requirements of the United States Department of Education
and  state  licensing  and  accreditation  requirements.   In  fiscal  2004,  we
anticipate opening a new UDS campus.

     We may also augment our expansion through selective strategic  acquisitions
where  an  acquisition  is a more  feasible  alternative  both  financially  and
operationally.

Operating Structure

     We  operate  as two  divisions:  the  University  Degree  Division  and the
Associate Degree Division.  Each division focuses on a different  segment of the
postsecondary  career  education  market.  Our corporate office provides various
centralized  administrative  services  to  each  of  our  divisions  and  has  a
management  structure  which  develops  and  implements  corporate  policies and
procedures within each division. Each division has institutional  presidents who
supervise  campus  managers who oversee the daily  operations of the  individual
campuses.  We  believe  that  this  management  structure  allows  local  school
management to develop valuable local market  experience and  relationships  with
both the community and  employers  that are vital to the adult career  education
market,  while  still  realizing  the  economies  of scale and degree of control
associated with centralization.

                                       6


     The University  Degree Division is currently  comprised of Colorado Tech, a
regionally-accredited   institution.  Students  attending  the  three  principal
Colorado Tech campuses are typically  working adults seeking to advance in their
current  careers.  Colorado Tech offers various  bachelor,  master and doctorate
degrees in  information  technology,  business and  management.  We believe that
flexible  course  structures,  class  schedules  designed for the working adult,
small class  sizes and the use of state of the  practice  computer  laboratories
have solidified Colorado Tech's position as a recognized leading source of adult
education in its current markets.

     The Associate  Degree Division  focuses on the adult learner who desires to
rapidly  change  careers or to quickly enter a new career  field.  The Associate
Degree Division is currently  comprised of Sanford-Brown  and UDS, which provide
adult students  primarily with associate  degrees and  professional  certificate
programs  primarily  in the  areas of  healthcare,  information  technology  and
business.  Sanford-Brown  is a  nationally-accredited  institution that provides
various  associate  and  bachelor  degrees  in  various  allied  health  fields,
business, and computer technology and similar professional certificate programs.
UDS is also nationally-accredited and provides professional certificate programs
in diagnostic medical ultrasound,  cardiovascular technology, medical assisting,
medical billing and coding and surgical technology.

     For financial and other information  relating to our two divisions see Note
16 to our Consolidated Financial Statements filed herewith.


Educational Programs

     We offer a range of  career-oriented  postsecondary  educational  programs,
substantially  all  of  which  are  in  the  areas  of  healthcare,  information
technology and business.  We offer various  concentrations  in these programs at
the associate, bachelor, master and doctorate levels as well as the professional
diploma and  certificate  levels.  Our programs are designed  primarily to serve
adult  learners  seeking to acquire  basic  knowledge  and skills  necessary for
entry-level  employment or to acquire new or additional skills to change careers
or to advance in their current careers.  Each institution  maintains  curriculum
action  groups,  comprised of faculty,  campus  program  directors and corporate
curriculum  specialists,  that  periodically  review and revise  curricula  as a
result  of  feedback  from  students,   local  advisory   boards   comprised  of
professionals in career fields related to the programs and local employers.


                                       7



Our educational programs are set forth below:

                           UNIVERSITY DEGREE DIVISION

                          Colorado Technical University
--------------------------------------------------------------------------------
DOCTORATE DEGREE PROGRAMS                  ASSOCIATE DEGREE PROGRAMS
Computer Science                           e-Business
Management                                 Information Technology
                                           Network Systems and Security
MASTER DEGREE PROGRAMS                     Electronics Technology
Computer Science                           Communication Systems Technology
Computer Engineering                       Business Administration
Electrical Engineering                     Accounting
Management                                 Medical Assisting
Business Administration                    Criminal Justice

BACHELOR DEGREE PROGRAMS                   CERTIFICATE PROGRAM AREAS
Computer Engineering                       Technology/Business Integration
Computer Science                           Software Engineering
e-Business                                 Information Security
Information Technology                     Programming
Information Technology Management          Project Management
Electrical Engineering                     Networking
Business Administration                    Information Technology
Criminal Justice                           Finance & Accounting
Accounting                                 Computer & Electrical Engineering
Finance                                    e-Business
Project Management                         Criminal Justice
                                           Business & Management
                                           Business Fundamentals


                            ASSOCIATE DEGREE DIVISION

                              Sanford-Brown College
--------------------------------------------------------------------------------
BACHELOR DEGREE PROGRAMS                   PROFESSIONAL DIPLOMA PROGRAMS
Business Administration                    Network Administration
Information Technology Management          Computer Support Specialist
Healthcare Administration                  Computer and Internet Programming
                                           Practical Nursing
                                           Medical Assistant
ASSOCIATE DEGREE PROGRAMS                  Accounting
Network Administration                     Office Technology
Computer and Internet Programming          Medical Coding/Billing Specialist
Respiratory Therapy                        Business Administration
Radiography                                Administrative Support
Nursing
Health Information Technology              CERTIFICATE PROGRAM
Business Administration                    Network Specialist
Office Administration
Paralegal Studies
Administrative Support

                          Ultrasound Diagnostic School
--------------------------------------------------------------------------------
OCCUPATIONAL ASSOCIATE DEGREE             PROFESSIONAL DIPLOMA PROGRAMS
PROGRAMS (Florida campuses only)          Diagnostic Medical Sonography
Diagnostic Medical Sonography             Non-Invasive Cardiovascular Technology
Non-Invasive Cardiovascular Technology    Medical Assistant
                                          Surgical Technology
                                          Medical Billing and Coding Specialist

                                       8


     The following table provides information as of April 30, 2003 regarding the
programs offered by each of our schools:


                                                                      LENGTH OF
                         TYPE OF           NUMBER OF     NUMBER OF     PROGRAM
    SCHOOL               PROGRAM           LOCATIONS     STUDENTS   (IN MONTHS1)
---------------        -------------     -------------  ----------  ------------

University Degree
Division
-----------------
Colorado Technical
 University             Doctorate             1             52           36
                        Master                3            690         18-21
                        Bachelor              3          1,482           36
                        Associate             3            399           18
                        Non-degree            3            152         Varies
                                                          ----
 School total                                            2,775
                                                        ======


Associate Degree
Division
----------------
Sanford-Brown
 College                Bachelor              2             58           24
                        Associate             4            912         14-36
                        Non-degree            5            857          7-14
                                                          ----
 School total                                            1,827
                                                        ======


Ultrasound Diagnostic
 School                 Non-degree           14          5,182          8-19
                        Occupational          3            215           17
                         associate                        ----
 School total                                            5,397
                                                        ======
        Total                                            9,999
                                                        ======



1 At Colorado  Tech,  the working adult  students  typically do not attend their
programs on a full-time  basis.  Therefore,  it generally  takes longer than the
stated program length to complete the program.

     Tuition  and fees for our  programs  vary  depending  on the  nature of the
program  and  the  location  of  the  school.  Based  on  rates  expected  to be
implemented  during the current fiscal year, tuition and fees for the non-degree
programs in the Associate Degree Division range from  approximately  $12,000 for
the  eight-month  medical  assistant  program  offered  by UDS to  approximately
$30,000 for the longest associate degree programs offered by  Sanford-Brown.  At
Colorado Tech, tuition and fees range from approximately  $41,000 to $45,000 for
the bachelor degree  programs,  $17,000 to $18,000 for the master's  program and
approximately $31,000 for the doctorate program.

     Academic schedules are designed to meet the needs of the adult student. UDS
offers  all of its  programs  during  both  day and  evening  classes  beginning
generally  every five weeks.  Sanford-Brown's  programs begin  quarterly and are
offered  both during the day and  evening.  Degree  programs at Colorado  Tech's
Colorado Springs, Denver and Sioux Falls campuses are offered principally in the
evening to  accommodate  the  Colorado  Tech  student who is typically a working
adult.



                                       9




Student Recruitment

     We utilize a wide array of advertising and marketing  strategies to attract
students to our schools,  including  various  combinations of newspaper,  radio,
television and direct mail. We market each of our schools on a local basis,  and
draw the vast  majority of our students  from the local areas  surrounding  each
school.


Student Admissions

     Each school employs several  admissions  representatives  who interview and
enroll students on-site and a variety of support personnel to assist students in
the admissions process. Each of our schools has admission  requirements designed
to  assess  whether  the  entering   students  have  the  educational  and  work
experience,  personal  circumstances and the ability necessary to complete their
program of study.  Admission  requirements  differ  from  program to program and
school  to  school,  but at a  minimum,  each  applicant  must be a high  school
graduate or possess the recognized equivalent  credential,  perform successfully
on a personal  interview,  and in some cases,  perform adequately on an entrance
examination.  The admissions process is monitored by a director of admissions in
each location, and periodically reviewed for compliance by corporate personnel.


Graduate Career Services

     Each of our schools  operates a career  services  department  that provides
career  development  services to current  students  and alumni.  These  services
include various combinations of seminars/courses  covering  interviewing skills,
resume  preparation  and  enhancement,  job search skills,  and career  planning
advice. In addition, the career services departments of the various schools make
contact  with  potential  employers  on behalf  of the  schools  and  individual
graduates,  schedule  interviews,  attempt to obtain feedback regarding graduate
performance  on  interviews  and on the  job,  and  provide  on-going  placement
assistance to graduates.


Competition

     The postsecondary  education industry is highly fragmented.  Typically,  no
single public or private school or group of schools dominates markets on a local
or national  basis.  Accordingly,  each of our schools has various  competitors,
which may include public and private colleges,  other proprietary  institutions,
hospital based programs and institutions offering  internet-based  curricula. As
discussed above, Colorado Tech intends to expand its internet-based  courses and
programs and will be offering  entire  degree  programs  over the  internet.  As
Colorado  Tech enters the market for  internet-based  degree  programs,  it will
become  subject to competition  from a larger group of educational  institutions
both public and private,  including  institutions out of the geographic areas in
which  Colorado  Tech  campuses  are located  with which  Colorado  Tech has not
traditionally competed.

     Competition in the career-oriented postsecondary education market for adult
learners is typically  based on the nature and quality of the programs  offered,
flexibility  of  class   scheduling,   service  to  the  student  customers  and
employability  of  graduates.  Certain  public and  private  colleges  may offer
programs  similar  to ours at a lower  tuition  cost  due in part to  government
subsidies,  foundation grants, tax deductible  contributions and other financial
resources  not  available  to  proprietary  institutions.  However,  tuition  at
private,  non-profit  institutions is generally  higher than the average tuition
rates of our schools.


                                       10





Supervision and Regulation

     General.  Each of our schools is subject to regulation by: (i) the state in
which it  operates;  (ii) its  accrediting  body;  and (iii) the  United  States
Department  of Education  because the schools are  certified to  participate  in
federal  financial aid programs (the "Title IV Programs")  authorized  under the
Higher  Education Act of 1965, as amended.  The loss of authorization to operate
in states in which we currently  operate,  the withdrawal of accreditation  from
our  schools,  the  loss  of our  schools'  accreditations,  or the  loss of the
schools'  eligibility  to  participate  in the Title IV  Programs  would  have a
material adverse effect on our operations.

     State  Authorization.  Except for South  Dakota  which no longer  regulates
educational  institutions,  we are required to have  authorization to operate in
each state where we physically provide educational programs. A limited number of
states accept  accreditation  as evidence of meeting minimum state standards for
authorization.  Other states require  separate  evaluations  for  authorization.
Generally,  the addition of a program or the addition of a new location  must be
included in the  school's  accreditation  and/or be approved by the  appropriate
state authorization  agency. Our schools are currently  authorized to operate in
all  states  in which we have  physical  locations  and  such  authorization  is
required.  State  authorization  is required  for an  institution  to become and
remain eligible to participate in the Title IV Programs.

     Accreditation. Accreditation is a non-governmental process through which an
institution  submits itself to  qualitative  review by an  organization  of peer
institutions.  There are  three  types of  accrediting  agencies:  (i)  national
accrediting  agencies,  which accredit  institutions on the basis of the overall
nature of the institutions without regard to geographic location;  (ii) regional
accrediting   agencies,   which  accredit  institutions  on  the  basis  of  the
institution's  overall  nature but are primarily  limited to defined  geographic
areas; and (iii)  programmatic  accrediting  agencies,  which accredit  specific
educational  programs  offered  by  institutions  without  regard to  geographic
location.  Accrediting  agencies  primarily  examine the academic quality of the
instructional  programs  of an  institution,  and a grant  of  accreditation  is
generally  viewed as validation  that an  institution's  programs meet generally
accepted academic standards. Accrediting agencies also review the administrative
and financial  operations of the institutions  they accredit to ensure that each
institution has the resources to perform its educational mission.  Accreditation
can serve as the basis for the  recognition  and acceptance by employers,  other
higher education  institutions and governmental  entities of degrees and credits
awarded by an institution.

     Pursuant to  provisions  of the Higher  Education  Act, the  Department  of
Education  relies  in part on  accrediting  agencies  to  determine  whether  an
institution's  educational  programs  qualify it to  participate in the Title IV
Programs.  As required under the Title IV Program rules,  each of our schools is
accredited by an accrediting  agency  recognized by the Department of Education.
If one of our schools'  accrediting  agencies were to lose its recognition  with
the  Department  of Education  we would be required to obtain a new  accrediting
agency for that school or risk that  school  losing its  eligibility  to receive
Title IV funds.

     The Higher Education Act requires  accrediting  agencies  recognized by the
Department of Education to review many aspects of an institution's operations to
ensure,  among other  things,  that the  education  or  training  offered by the
institution  is of  sufficient  quality  to  achieve,  for the  duration  of the
accreditation  period,  the stated objective for which the education or training
is offered. Under the Higher Education Act, a recognized accrediting agency must
perform regular inspections and reviews of institutions of higher education.

     If an accrediting agency believes that an institution or program may be out
of compliance with accrediting standards, it may require the institution to take
appropriate  action to bring  itself or the program into  compliance,  place the
institution on probation or a similar warning status,  or direct the institution
to show cause why its accreditation should not be revoked. An accrediting agency
also may place an institution  on "reporting"  status in order to monitor one or
more specific areas of the institution's  performance.  While on probation, show
cause or reporting  status,  an institution  may be required to seek  permission
from its accrediting agency to open and commence instruction at new locations or
initiate  new  academic  programs.   Failure  to  demonstrate   compliance  with
accrediting  standards  in any of  these  instances  could  result  in  loss  of
accreditation.   Each  of  our   schools   currently   maintains   institutional
accreditation  and  certain  of  the  schools'  programs  maintain  programmatic
accreditation.

                                       11


     Federal  Financial Aid  Programs.  We derive a majority of our revenue from
students who  participate  in the Title IV Programs  under the Higher  Education
Act. The potential  loss of any of our school's  eligibility  to  participate in
these programs would have a material adverse effect on our operations.

     A brief  description  of the  Title IV  Programs  in  which we  participate
follows:

     Federal Pell Grant ("Pell"). Federal Pell Grants are a primary component of
the Title IV Programs  under which the  Department of Education  makes grants to
students who demonstrate  financial need.  Every eligible student is entitled to
receive  a Pell  Grant;  there is no  institutional  allocation  or limit on the
number of eligible  students.  For the 2002-2003  award year,  Pell Grants range
from $400 to $4,000 per year.

     Federal Supplemental Educational Opportunity Grant ("FSEOG").  FSEOG awards
are designed to supplement Pell Grants for the neediest  students.  FSEOG awards
for eligible  students  generally  range in amount from $100 to $4,000 per year.
The  availability of FSEOG awards to a particular  institution is limited by the
amount of those funds  allocated to the  institution  under a formula that takes
into account the size of the institution, its costs and the income levels of its
students.  We are  required to make a 25%  matching  contribution  for all FSEOG
program funds  disbursed.  Resources  for this  institutional  contribution  may
include  institutional  grants,  scholarships  and other  eligible funds and, in
certain states,  portions of state scholarships and grants. During the 2001-2002
award year, our required 25% institutional match was approximately $183,000.

     Federal Family Education Loan Program  ("FFEL").  The FFEL program consists
of two types of loans; Stafford loans, which are made available to students, and
PLUS  loans,  which are made  available  to parents of  students  classified  as
dependents.  Under the Stafford loan program, an eligible  undergraduate student
may  borrow up to $2,625  for the first  academic  year,  $3,500  for the second
academic year and, in some  educational  programs,  $5,500 for each of the third
and  fourth  academic  years.  A  graduate  student  may borrow up to $8,500 per
academic  year.  Eligible  students  with  financial  need  qualify for interest
subsidies  while in school and during grace periods.  Eligible  students who are
classified as  independent,  and some  dependent  students - can increase  their
borrowing  limits and  receive  additional  unsubsidized  Stafford  loans.  Such
undergraduate students can obtain an additional $4,000 for each of the first and
second academic years and, depending upon the educational program, an additional
$5,000 for each of the third and fourth  academic years.  Graduate  students may
borrow an additional  $10,000 per academic  year.  The aggregate  amount of FFEL
funds a student may receive is capped at $46,000 for undergraduate  students and
$138,500 for graduate or professional students. The obligation to begin repaying
Stafford  loans  does not  commence  until six  months  after a  student  ceases
enrollment as at least a half-time student. Our schools and their students use a
number of lenders and guaranty  agencies.  While we believe  that other  lenders
would be willing to make federally  guaranteed  student loans to our students if
loans  were no  longer  available  from  our  current  lenders,  we can  make no
assurances in this regard.  The Higher Education Act requires the  establishment
of lenders of last  resort in every state to make  certain  loans to students at
any school that cannot  otherwise  identify  lenders  willing to make  federally
guaranteed loans to its students.

     Federal Perkins Loan Program ("Perkins").  Eligible  undergraduate students
may borrow up to $4,000 under the Perkins  program  during each  academic  year,
with an aggregate  maximum of $20,000,  at a 5% interest rate and with repayment
delayed until nine months after the borrower ceases to be enrolled on at least a
half-time basis.  Eligible  graduate  students may borrow up to $6,000 under the
Perkins program during each academic year, with an aggregate maximum of $40,000,
at a 5% interest  rate and with  repayment  delayed  until nine months after the
borrower ceases to be enrolled on at least a half-time basis.  Perkins loans are
made available to those students who  demonstrate  the greatest  financial need.
Perkins  loans are made from a  revolving  account,  75% of which was  initially
capitalized  by  the  Department  of  Education.   Subsequent   federal  capital
contributions,  with an  institutional  match  in the  same  proportion,  may be
received if an institution meets certain requirements. Each institution collects
payments  on Perkins  loans from its former  students  and loans  those funds to
students currently enrolled. Collection and disbursement of Perkins loans is the
responsibility of each participating institution.  Presently, only Colorado Tech
utilizes  the  Perkins  program.  During  the  2001-2002  award  year,  its  25%
institutional match was approximately $6,000.


                                       12


     Federal Work Study ("FWS").  Under the FWS program,  federal funds are made
available  to pay up to 75% of the  cost of  part-time  employment  of  eligible
students,  based on their financial need, to perform work for the institution or
for  off-campus  public  or  non-profit   organizations.   At  least  7%  of  an
institution's  FWS  allocation  must  be  used to  fund  student  employment  in
community  service   positions.   During  the  2001-2002  award  year,  our  25%
institutional match was approximately $79,000.

     Federal  Oversight of Title IV  Programs.  In order to  participate  in the
Title IV  Programs,  we must  comply  with  standards  set  forth in the  Higher
Education  Act  and  the  regulations   promulgated   thereunder,   including  a
demonstration of "financial responsibility" and the "administrative  capability"
to handle and disburse Title IV funds. Compliance with such standards is subject
to periodic reviews by, among others,  the Department of Education and state and
national  agencies  which  guarantee  the loans  made in the Title IV  Programs.
Disbursements  made under the Title IV Programs are subject to disallowance  and
repayment if such reviews  result in adverse  findings and if such  findings are
sustained  after an institution  has exhausted its  administrative  and judicial
appeals. We believe that our institutions are in substantial compliance with the
Higher  Education Act and the  corresponding  regulations.  We cannot,  however,
predict with  certainty how all of the Higher  Education Act  provisions and the
regulations  will be applied.  As described  below,  a violation of the Title IV
Program  requirements  could have a  material  adverse  effect on our  financial
condition or results of operations.  In addition, it is possible that the Higher
Education Act and the  regulations may be applied in a way that could hinder our
operations or expansion plans.

     Eligibility and Certification Procedures.  The Higher Education Act and its
implementing  regulations require each institution to apply to the Department of
Education for continued  eligibility  and  certification  to  participate in the
Title IV  Programs at least  every six years,  or when it  undergoes a change of
control,  and to apply for  approval  of an  increase  in the  highest  academic
credential  it  offers,  or,  under  certain  defined   circumstances  when  the
institution opens an additional  location offering 50% or more of an educational
program.  Each of our schools (other than Sanford-Brown and the UDS locations in
Elmsford,  New York and  Springfield,  Massachusetts,  which  are  provisionally
certified as  discussed  below) is  currently  eligible  and fully  certified to
participate in the Title IV programs.

     Provisional Certification.  Under certain circumstances, an institution may
be placed on provisional  certification  status for a period not to exceed three
years.  Provisional  certification  generally  does not  limit an  institution's
access  to Title IV funds but  differs  from  full  certification  in that (i) a
provisionally certified school may be terminated from eligibility to participate
in the Title IV Programs  without the same  opportunity  for a hearing before an
independent hearing officer and an appeal to the Secretary of Education afforded
to a fully certified  school;  (ii) a provisionally  certified  institution must
seek approval before  disbursing Title IV funds to students  attending any newly
established  additional  location  that  provides 50% or more of an  educational
program; and (iii) the Department of Education may impose additional  conditions
on a provisionally certified institution's eligibility to continue participating
in the Title IV Programs.  If an institution  successfully  participates  in the
Title IV  Programs  during a period of  provisional  certification  but fails to
satisfy the full certification  criteria,  the Department of Education may renew
the institution's provisional certification. Any institution seeking eligibility
to  participate  in the  Title IV  Programs  after a change in  control  will be
provisionally  certified for up to three years,  following which the institution
may be required to reapply for  continued  eligibility.  In 2001,  Sanford-Brown
received provisional  certification effective through March 2004. The UDS school
locations  in  Elmsford,  New  York  and  Springfield,   Massachusetts  recently
underwent a routine  recertification  review and has been  informed that it will
receive a three year provisional certification as a result of that review.

                                       13


Legislative Action

     Political  and  budgetary  concerns   significantly  affect  the  Title  IV
Programs. Congress must reauthorize the Higher Education Act approximately every
six years. Accordingly, the statutory and regulatory provisions described herein
are subject to change. The most recent  reauthorization in 1998 reauthorized the
Higher  Education Act through 2003, and we expect Congress to extend the current
reauthorization through 2004. Congress reauthorized all of the Title IV Programs
in which our  schools  participate,  generally  in the same form and at  funding
levels no less than for the prior year.  While the 1998  reauthorization  of the
Higher  Education  Act made numerous  changes to Title IV Program  requirements,
those changes have not had a material adverse effect on our business, results of
operations or financial condition.

     In addition, Congress reviews and determines federal appropriations for the
Title IV Programs on an annual basis. Congress can also make changes in the laws
affecting the Title IV Programs in the annual  appropriation  bills and in other
laws it enacts between  reauthorizations  of the Higher Education Act. Because a
significant percentage of our revenue is derived from the Title IV Programs, any
action by Congress that  significantly  reduces Title IV Program  funding or the
ability of our schools or students to participate in the Title IV Programs could
have a  material  adverse  effect on our  business,  results  of  operations  or
financial  condition.  Legislative  action also may increase our  administrative
costs and require us to adjust our  practices in order for our schools to comply
fully with the Title IV Program requirements.

Statutory and Regulatory Compliance

     The  90/10  Rule.  The  Higher  Education  Act  requires  each  proprietary
institution  to  calculate  annually  the  percentage  of its  Title IV  Program
receipts as compared to its total receipts from Title IV eligible program funds.
Under this rule, a proprietary  school will be ineligible to  participate in the
Title IV Programs if, under a modified cash basis of accounting and according to
certain assumptions imposed by the Department of Education, more than 90% of its
revenues  from its Title IV eligible  programs for the prior  fiscal year,  were
derived  from Title IV Program  funds.  If one of our  schools  were to fail the
90/10 rule for a particular  fiscal year, it would be ineligible to  participate
in the Title IV  Programs as of the first day of the  following  fiscal year and
would be unable to apply to regain its  eligibility  until the next fiscal year.
Furthermore, if one of our schools violated the 90/10 rule and became ineligible
to  participate  in the Title IV Programs  but  continued  to disburse  Title IV
Program funds,  the Department of Education  would consider all Title IV Program
funds  disbursed  to the  institution  after the  effective  date of the loss of
eligibility to be a liability  subject to repayment by the institution.  For the
fiscal  year  ended  March  31,  2003,  our  schools  met the  90/10  rule  with
percentages of revenues  derived from Title IV Program funds ranging from 41% to
79%.

     Administrative  Capability. The Higher Education Act directs the Department
of Education to assess the  administrative  capability  of each  institution  to
participate  in the Title IV Programs.  The  Department  of Education has issued
regulations  that require each  institution  to satisfy a series of standards in
this regard.  Failure to satisfy any of the standards may lead the Department of
Education to determine that the institution lacks administrative capability and,
therefore,  is not  eligible  to  continue  its  participation  in the  Title IV
Programs or must be placed on provisional certification status as a condition of
such  continued  participation.  For the fiscal year ended March 31,  2003,  our
schools  were in  substantial  compliance  with  the  administrative  capability
requirements.

     Incentive  Compensation.  The Higher Education Act prohibits an institution
from providing any commission,  bonus or other incentive  payment based directly
or indirectly on success in securing  enrollments or financial aid to any person
or entity  engaged in any student  recruitment  or  admission  activities  or in
making  decisions  regarding the awarding of student  financial  assistance.  On
November 1, 2002, the Department of Education  issued  regulations  describing a
limited number of compensation  plans and bonus  arrangements  permissible under
its  interpretation  of the Higher  Education  Act.  Our  employees  involved in
student   recruitment,   admissions  or  financial  aid  receive  a  salary  and
participate  in a  profit-sharing  bonus plan  available  to all  employees.  We
believe  that our  method of  compensating  these  employees  complies  with the
requirements  of the Higher  Education Act. There can be no assurance,  however,
that the  Department of Education  will  interpret its  regulations  in the same
manner we have.

                                       14


     Financial  Responsibility.  Each eligible institution  participating in the
Title IV Programs  (except for  state-owned  institutions)  must satisfy certain
standards of financial responsibility.  To be considered financially responsible
under the  regulations,  an  institution  must,  among  other  things,  (i) have
sufficient cash reserves to make required  refunds;  (ii) be current in its debt
payments; (iii) be meeting all of its financial obligations;  and (iv) achieve a
"composite  score" of at least 1.5 based on the  institution's  Equity,  Primary
Reserve and Net Income ratios,  as calculated on the basis of the  institution's
annual  audited  financial   statements.   The  Equity  Ratio  measures  capital
resources,  ability to borrow and financial viability. The Primary Reserve Ratio
measures an institution's  ability to support current operations from expendable
resources.  The Net Income Ratio  measures an  institution's  ability to operate
profitably.

     Once these  ratios are  computed  on the basis of an  institution's  annual
audited financial  statements,  they are adjusted by strength factors,  weighted
and added to create the  composite  score which may range from  negative  one to
three. If the resulting  composite  score is 1.5 or greater,  the institution is
deemed to be financially responsible.  If the Department of Education determines
that an  institution's  composite  score is below 1.5, the institution is deemed
not to be financially  responsible.  If such an institution's composite score is
1.0 or  greater  but less  than 1.5,  and the  institution  otherwise  meets the
requisite financial responsibility requirements, the institution may continue to
participate  in the Title IV Programs as a financially  responsible  institution
for a period of no more than three  consecutive  years,  provided its  composite
score remains in the range of 1.0 to 1.4 in each of those years.  An institution
participating  in the Title IV  Programs on this basis must  participate  in the
Title IV  Programs on the  reimbursement  or cash  monitoring  method of payment
under  which an  institution  must  disburse  its own funds to  students  before
receiving  Title IV Program  funds and must provide the  Department of Education
with timely  information  with respect to certain matters and financial  events.
The Department of Education also may request from such  institutions  additional
information about their current operations and/or future plans. In addition,  if
an  institution  is deemed  not to be  financially  responsible  because  it has
achieved a  composite  score of less than 1.5,  the  institution  may  establish
financial  responsibility by posting an irrevocable letter of credit in favor of
the  Department  of Education  in an amount equal to not less than  one-half the
Title IV Program funds received by students enrolled at such institution  during
the prior  fiscal  year,  or it may choose to submit a letter of credit equal to
not less than 10% of the Title IV Program funds received by students enrolled at
such  institution  during  the prior  fiscal  year,  provided  that it agrees to
participate  in the  Title  IV  Programs  under  provisional  certification  and
disburse funding under heightened cash monitoring or the reimbursement method of
payment.

     For  purposes of these  standards,  Sanford-Brown  and  Colorado  Tech have
historically  been  evaluated  as distinct  entities,  while the  Department  of
Education has evaluated UDS on the basis of the financial performance of Whitman
as a whole.  However,  the  regulations  allow the  Department  of  Education to
evaluate an  institution  based on its own  financial  condition  or that of its
corporate  parent  and there can be no  assurance  that the  method by which the
Department  of  Education  evaluates  our schools will not change in the future.
Under  these  standards,  our  composite  score  on  a  consolidated  basis  (as
historically  applied to UDS) is 2.6, Colorado Tech's composite score is 2.7 and
Sanford-Brown's composite score is 2.8.

     Even if an institution achieves a composite score of at least 1.5, however,
it may be deemed to lack financial responsibility if (i) the institution's audit
report  contains  an  adverse,   qualified  or  disclaimed  opinion,   (ii)  the
institution's participation in the Title IV Programs has been limited, suspended
or terminated in the past five years, (iii) in the past two years, as the result
of a finding in its compliance audit or in a program review by the Department of
Education,  the  institution  was required to repay an amount greater than 5% of
the funds the  institution  received  under Title IV in the year  covered by the
audit or program review,  (iv) the institution has failed in the past five years
to  timely  submit  compliance  and  financial  statement  audits,  or  (v)  the
institution failed to resolve  satisfactorily any compliance problems identified
in audit or  program  reviews.  The  institution  may also be  deemed  to be not
financially  responsible if certain  controlling  persons owe, or are associated
with another  institution  that owes,  Title IV liabilities to the Department of
Education.


                                       15


     Another measure of financial  responsibility is an institution's ability to
make timely refunds to students and the Title IV programs.  If as a result of an
audit conducted by the Department of Education,  Whitman's  independent auditor,
or a guaranty or state authorizing  agency,  there is a finding that one or more
of our  schools  did not make  timely  refunds  in either of its last two fiscal
years,  that school could be required to submit an irrevocable  letter of credit
to the Secretary of the Department of Education equal to 25 percent of the total
amount of Title IV Higher  Education  Act  program  refunds  the school  made or
should have made during its most  recently  completed  fiscal year,  in order to
maintain  financial  responsibility.  Based on this standard,  we currently have
posted  letters  of credit  amounting  to  $575,000  as a result of late  refund
findings with respect to fiscal years 2001 and 2002.

     Cohort Default Rates.  The regulations  require the calculation of a cohort
default  rate  on  FFEL  loans  received  by  students  who  have  attended  our
institutions.  The  cohort  default  rate  measures  the  percentage  of student
borrowers who enter repayment on FFEL loans in a particular  federal fiscal year
and  default  before  the  end of  the  following  federal  fiscal  year.  If an
institution's official cohort default rate equals or exceeds 25% for each of its
three most recent federal  fiscal years for which data is available,  it becomes
ineligible to participate in the FFEL and Pell programs for the remainder of the
year in which the  Department  of Education  makes that  determination,  and the
subsequent two years. An institution  also may become  ineligible to participate
in all Title IV Programs if its  official  default  rate  exceeds 40% in any one
fiscal year.  Such actions may be appealed.  A school's  cohort  default rate is
published  annually by the  Department  of Education.  The most recent  official
cohort year  published was for fiscal year 2000  (published in September  2002).
UDS's  official 2000 rates ranged from 4.7% to 11.3%;  Sanford-Brown's  official
2000 rate was 5.3% and Colorado  Tech's  official 2000 rate was 4.8%. All of our
schools'  preliminary 2001 default rates were below 25% with no preliminary rate
exceeding 8.0%. The fiscal year 2000 cohort default rates for all of our schools
were 6.4% on a weighted  average  basis;  the average  rate for all  proprietary
institutions in the United States for the same period was approximately 9.4%.

     In  addition,  as of October,  1999 an  institution  whose  Perkins  cohort
default rate is 50% or greater for three  consecutive  federal  award years will
lose  eligibility to participate in the Perkins program for the remainder of the
federal  fiscal year in which the  Department of Education  determines  that the
institution has lost its  eligibility and for the two subsequent  federal fiscal
years.  Such action may be  appealed.  The Higher  Education  Act also imposes a
penalty on institutions that have a default rate of 25% or above, by eliminating
additional  federal funds  allocated  annually to the institution for use in the
Perkins program. Only Colorado Tech participates in the Perkins program, and the
cohort default rate for that program is 11.4%.

     Change in Ownership Resulting in a Change in Control. A change of ownership
which  results in a change in control  (as  defined  below) of Whitman or one or
more of our  institutions  (such as the proposed merger with CEC) will trigger a
review  of  the  certification  and  eligibility  of  all  (if  Whitman  changes
ownership) or some of our schools to participate in the Title IV Programs.  Such
change in ownership and control also will require  reauthorization to operate by
individual  states and trigger a review by certain of our  school's  accrediting
bodies.  The 1998  reauthorization of the Higher Education Act provides that the
Department of Education may provisionally and temporarily certify an institution
undergoing a change of control under certain  circumstances while the Department
of Education  reviews the  institution's  application for  recertification.  The
Department of Education has  instituted  procedures to allow an  institution  to
submit a  pre-acquisition  review  application  to the  Department  prior to the
closing of a proposed  change of  ownership  transaction,  and seek  preliminary
guidance as to whether the  Department  knows of any  substantial  impediment to
approving the proposed change of ownership.  Department  regulations also permit
institutions to apply for such temporary  provisional  certification  within ten
days after a change of ownership and control. As a result, it is possible for an
institution  to  change  ownership  resulting  in a change  of  control  without
experiencing an interruption in Title IV funding.


                                       16


     With  regard to  publicly  held  companies,  the  Department  of  Education
generally  has adopted the change of  ownership  and control  standards  used in
reporting  such events  under  federal  securities  laws. A change in control of
Whitman which would require the filing of a Current  Report on Form 8-K with the
Securities  and  Exchange  Commission  would also  require  our  schools to seek
recertification from the Department of Education as outlined above. In addition,
in accordance with Department of Education regulations effective July 1, 2001, a
publicly  held  company  participating  in the  Title IV  Programs  is deemed to
experience a change in ownership  and control when a person who is a controlling
shareholder  of the  corporation  ceases to be a  controlling  shareholder.  The
Department of Education  defines a controlling  shareholder  to be a shareholder
who holds or controls through agreement both (i) 25 percent or more of the total
outstanding voting stock of the corporation and (ii) more shares of voting stock
than any  other  shareholder.  A  controlling  shareholder  does not  include  a
shareholder  whose  sole  stock  ownership  is held (i) as a U.S.  institutional
investor as defined under securities laws, (ii) in mutual funds, (iii) through a
profit-sharing plan in which all full-time permanent employees are included,  or
(iv) through an Employee Stock Ownership Plan.

     According to Department of Education regulations, individual schools may be
deemed to experience a change in control if: the institution is sold; there is a
merger of one or more eligible institutions; the institution is divided into two
or more  institutions;  the institution is permitted to transfer its liabilities
to its  parent  corporation;  assets  comprising  a  substantial  portion of the
educational  business of its  institution  are  transferred;  or the institution
changes its status as a for-profit, nonprofit or public institution.

     A failure to obtain recertification subsequent to a change in ownership and
control  of  Whitman  would  have a  material  adverse  effect on our  financial
condition.  A  failure  to  obtain  recertification  subsequent  to a change  in
ownership  and control of an  individual  Whitman  school  would have a material
adverse effect on that school's  financial  condition.  Our acquisition of other
institutions  typically  would  result in a change of  ownership  resulting in a
change of control of the acquired institution and not of Whitman or its existing
schools. When a change in control does occur, the school's  certification by the
Department of Education following the change in control is provisional.

     Each  accrediting  body and state agency which authorizes us to operate our
schools  has  different  regulations  regarding  changes in control  which could
require  re-authorization  or  re-accreditation.  Our  failure  to obtain  state
re-authorization  or  re-accreditation  of any of our  schools  subsequent  to a
change in control would threaten the school's  eligibility to participate in the
Title IV programs.

     Compliance  Audits.  Our  institutions  are  subject  to audits or  program
compliance  reviews by various  external  agencies,  including the Department of
Education,  its Office of Inspector General and state,  guaranty and accrediting
agencies. The Higher Education Act and its implementing regulations also require
that an  institution's  administration  of Title  IV  Program  funds be  audited
annually by an  independent  accounting  firm. If the Department of Education or
another  regulatory  agency were to determine that one of our  institutions  had
improperly  disbursed  Title IV Program funds or had violated a provision of the
Higher Education Act or the implementing  regulations,  the affected institution
could be  required to repay such funds to the  Department  of  Education  or the
appropriate state agency or lender and could be assessed an administrative fine.
If the  Department  of  Education  viewed  the  violation  as  significant,  the
Department of Education  also could  transfer the  institution  from the advance
system  of  receiving   Title  IV  Program  funds  to  the  cash  monitoring  or
reimbursement  method of payment,  under which a school  must  disburse  its own
funds to students and document students'  eligibility for Title IV Program funds
before  receiving  such funds from the  Department of  Education.  Violations of
Title IV Program  requirements also could subject us to other civil and criminal
sanctions  including a proceeding  to impose a fine,  place  restrictions  on an
institution's   participation   in  the  Title  IV  Programs  or  terminate  its
eligibility to participate in the Title IV Programs.  Potential restrictions may
include a suspension of an institution's  ability to participate in the Title IV
Programs for up to 60 days and/or a limitation of an institution's participation
in the Title IV  programs,  either by  limiting  the  number  or  percentage  of
students  enrolled who may  participate  in the Title IV Programs or by limiting
the  percentage of an  institution's  total  receipts  derived from the Title IV
Programs.  The Department of Education also may initiate an emergency  action to
temporarily  suspend an  institution's  participation  in the Title IV  Programs
without advance notice if it determines that a regulatory  violation  creates an
imminent risk of material loss of public funds.




                                       17


     An institution may appeal any such action  initiated by the Department with
the exception of an action placing an institution on reimbursement, although, as
described above, a provisionally  certified  institution has more limited appeal
rights.  An institution  may apply for removal of a limitation no sooner than 12
months from the effective date of the limitation and must  demonstrate  that the
violation at issue has been corrected. If the Department of Education terminates
the  eligibility of an institution to participate in the Title IV Programs,  the
institution  in most  circumstances  must wait 18  months  before  requesting  a
reinstatement of its participation. An institution that loses its eligibility to
participate  in the Title IV Programs  due to a violation  of the 90/10 rule may
not apply to resume  participation  in the  Title IV  Programs  for at least one
year.  Depending on the severity of the fine,  suspension  or  limitation,  such
action  could have a  material  adverse  effect on our  financial  condition.  A
termination  of our  eligibility  to  participate in the Title IV Programs would
have a material adverse effect on our financial condition.

     There is no proceeding pending to fine any of our institutions or to limit,
suspend or  terminate  any of our  institutions'  participation  in the Title IV
Programs.

     Expansion of Programs and Locations.  Generally, if an institution eligible
to participate in the Title IV Programs adds an educational program after it has
been designated as an eligible  institution,  the institution  must apply to the
Department of Education to have the additional  program  designated as eligible.
However,  an  institution  is not  obligated to obtain  Department  of Education
approval of an  additional  program that leads to an  associate,  baccalaureate,
professional  or  graduate  degree  or  which  prepares   students  for  gainful
employment  in the same or related  recognized  occupations  as any  educational
programs  that have  previously  been  designated  as eligible  programs at that
institution, and the program meets certain minimum length requirements.

     An  institution  must notify the Department of Education of any location at
which it provides 50% or more of an academic program and may be required to file
an application  seeking  eligibility  for such a location.  Under  Department of
Education  regulations  effective  July 1, 2001, an  institution  must apply for
approval for any new additional  location at which the institution offers 50% or
more  of  an  educational  program  if:  1)  the  institution  is  provisionally
certified;  2) the  institution  receives  Title  IV  Program  funds  under  the
reimbursement or cash monitoring payment method; 3) the institution acquires the
assets of another Title IV participating  institution that provided  educational
programs  at that  location;  4) the  institution  would be  subject  to loss of
eligibility  based  on  its  merger  or  entrance  into  a  similar  transaction
(including a change of name or address)  with an  institution  that  operated at
substantially  the same  address as the new  location  and has lost its Title IV
eligibility due to high cohort rates (as described  above);  or 5) the Secretary
of Education previously notified the institution that it must apply for approval
of an additional  location.  Under this  standard,  only  Sanford-Brown  and the
Elmsford, New York and Springfield, Massachusetts UDS campuses would be required
under regulation to seek approval for a new additional  location at which 50% or
more of an educational program is provided.

     An  additional  location  must  satisfy  all  applicable  requirements  for
institutional eligibility, with the exception of the requirement that it operate
for two years prior to obtaining Title IV funds.

                                       18




Seasonality

     We  experience  seasonality  in our  quarterly  results of  operations as a
result of changes in the level of student  enrollments.  New  enrollments in our
schools tend to be higher in the third and fourth fiscal quarters  because these
quarters  cover periods  traditionally  associated  with the beginning of school
semesters.  We expect that this seasonal trend will continue.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Employees

     At March 31, 2003, we had 840 full-time and 493 part-time employees of whom
619 were faculty and 610 were  administrative  personnel at the various schools.
The remaining employees were employed by us at our administrative offices.

Forward-Looking Statements; Business Risks

     This Report contains statements that are forward-looking  statements within
the meaning of Section 27A of the Securities Act of 1933 (the "Securities  Act")
and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and
we intend that such  forward-looking  statements  be subject to the safe harbors
created  thereby.  Statements in this Report  containing  the words  "estimate,"
"project,"   "anticipate,"   "expect,"  "intend,"  "believe,"  "will,"  "could,"
"should," "may," and similar expressions may be deemed to create forward-looking
statements.  These statements are based on our current  expectations and beliefs
concerning  future  events that are subject to risks and  uncertainties.  Actual
results may differ  materially  from the results  suggested  herein and from the
results historically experienced.

     Forward-looking  statements contained in this Report may relate to: (i) our
future  operating  plans and  strategies;  (ii) the growth of the  postsecondary
education  market due to (a) the increasing  number of high school graduates and
adult  learners  and  (b) the  focus  placed  on  postsecondary  education,  the
continuing shift from non-skilled to skilled workers; (iii) the expansion of our
business  through the  addition  of new  curricula,  new online  programs or new
locations, or by acquisitions;  (iv) our anticipated need for and our ability to
fund  capital  expenditures  associated  with  the  relocation  and  upgrade  of
facilities and the opening of a new campus in fiscal 2004; (v) the Department of
Education's  enforcement or interpretation of existing regulations affecting our
operations;  (vi) the  seasonality  of our  results  of  operations;  (vii)  the
sufficiency  of our  working  capital,  financings,  including  our  ability  to
increase our borrowings if necessary,  and cash flow from  operating  activities
for our future  operating  and  capital  requirements;  and (viii) our  proposed
merger with CEC.

     We wish to caution you that in addition to the important  factors described
elsewhere in this Form 10-K,  the  following  important  factors,  among others,
sometimes have affected,  and in the future could affect, our actual results and
could cause our actual  consolidated  results during fiscal 2004, and beyond, to
differ materially from those expressed in any forward-looking statements made by
us, or on our behalf: (i) our plans,  strategies,  objectives,  expectations and
intentions  are  subject  to  change  at  any  time  at  our  discretion  and in
particular,  if the  merger  occurs,  are  subject to CEC's  plans,  strategies,
objectives,  expectations,  and intentions;  (ii) costs,  delays,  and any other
difficulties  related to the  merger;  (iii)  failure of the  parties to satisfy
closing  conditions  to the  merger;  (iv)  the  effect  of,  and  our  and  our
accrediting  bodies'  ability  to  comply  with,  state and  federal  government
regulations   regarding   education   and   accreditation   standards,   or  the
interpretation or application thereof, including the level of government funding
for, and our eligibility to participate in, student financial aid programs;  (v)
our ability to assess and meet the educational needs and demands of our students
and the employers with whom they seek employment; (vi) the effect of competitive
pressures from other educational institutions;  (vii) our ability to execute our
growth  strategy  and manage  planned  internal  growth;  (viii) our  ability to
locate,  obtain and finance favorable school sites,  negotiate  acceptable lease
terms, and hire and train employees;  (ix) the effect of economic  conditions in
the  postsecondary  education  industry and in the economy  generally  including
changes  and  fluctuations  in  interest  rates;  (x) our  ability  to  adapt to
technological and other developments,  including Internet-based  curricula; (xi)
the role of the Department of Education's, Congress' and the public's perception
of for-profit education as it relates to changes in the Higher Education Act and
regulations promulgated thereunder; and (xii) the effects of changes in taxation
and other government regulations.

                                       19


Item 2.    Properties.

     We lease all of our administrative  and campus  facilities.  We, along with
our Associate Degree Division,  maintain headquarters in Miami,  Florida,  where
combined  we  lease   approximately   13,849   square  feet  of  office   space.
Sanford-Brown also has limited administrative facilities near its Fenton campus.
Colorado  Tech  maintains its  administrative  offices at its campus in Colorado
Springs, Colorado.

        Our schools are operated from the following leased premises:
                                                            Size of facility
        Location of School              School              (in square feet)
        -------------------             ------              -----------------
        Colorado Springs, Colorado      Colorado Tech            85,314
        Sioux Falls, South Dakota       Colorado Tech            21,064
        Denver, Colorado                Colorado Tech            18,529
        North Kansas City, Missouri     Sanford-Brown            38,500
        Fenton, Missouri                Sanford-Brown            25,200
        Hazelwood, Missouri             Sanford-Brown            24,500
        St. Charles, Missouri           Sanford-Brown            14,650
        Granite City, Illinois          Sanford-Brown            12,253
        New York, New York                   UDS                 14,500
        Carle Place, New York                UDS                 15,478
        Iselin, New Jersey                   UDS                 15,490
        Atlanta, Georgia                     UDS                 13,690
        Houston, Texas                       UDS                 18,134
        Tampa, Florida                       UDS                 19,337
        Dallas, Texas                        UDS                 15,235
        Trevose, Pennsylvania                UDS                 10,204
        Elmsford, New York                   UDS                 11,134
        Jacksonville, Florida                UDS                 15,871
        Springfield, Massachusetts           UDS                 19,247
        Fort Lauderdale, Florida             UDS                 18,894
        Cleveland, Ohio                      UDS                 11,282
        Landover, Maryland                   UDS                 13,351

     We believe  that all of our present  campus  facilities  are  suitable  and
adequate  for their  current  uses.  We monitor  the  suitability  of our campus
facilities to anticipate where demand for our products will create  overcrowding
or exceed  capacity of existing  facilities  and seek to expand or relocate such
campuses.

     In March 2003,  we entered into a lease for 14,701  square feet of property
in Houston, Texas for a UDS school which we anticipate opening in fiscal 2004.


                                       20


Item 3. Legal Proceedings.

     We are a party to routine litigation incidental to our business,  including
but  not  limited  to,  claims  involving  students  or  graduates  and  routine
employment  matters.  While there can be no assurance as to the ultimate outcome
of any such  litigation,  we do not  believe  that any pending  proceeding  will
result in a settlement or an adverse  judgment that will have a material adverse
effect on our financial condition or results of operations. See "Forward-Looking
Statements; Business Risks" appearing in Item 1 of this Report.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended March 31, 2003.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     Our common stock is traded on the American  Stock Exchange under the symbol
"WIX". The following table sets forth the high and low sale prices of our common
stock as reported by the composite  tape of the American Stock Exchange for each
of the quarters indicated.

                                                       2003
                                            ----------------------------
                                                High            Low
                                            ------------- --------------
Quarter Ended 6/30/02                       $    7.00       $   5.00
Quarter Ended 9/30/02                            6.22           4.28
Quarter Ended 12/31/02                           7.75           5.20
Quarter Ended 3/31/03                           13.95           6.45

                                                       2002
                                            ----------------------------
                                                High           Low
                                            ------------- --------------
Quarter Ended 6/30/01                       $    3.05       $   2.00
Quarter Ended 9/30/01                            3.70           2.75
Quarter Ended 12/31/01                           4.80           3.00
Quarter Ended 3/31/02                            5.92           4.40

     As of the close of business on May 15, 2003, there were  approximately  265
record  holders of our common  stock.  We have not paid  dividends on our common
stock and do not contemplate paying dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

     We maintain  our Amended and  Restated  1996 Stock  Option  Plan,  our 1992
Incentive  Stock Option Plan,  our 1986 Directors and  Consultants  Stock Option
Plan, and our Employee Stock Purchase Plan.  Additionally,  we have entered into
an  individual  arrangement  outside  of these  equity  plans  with  Richard  C.
Pfenniger,  Jr., our Chief  Executive  Officer,  providing  for the award to Mr.
Pfenniger of options to acquire shares of our common stock.  The following table
provides  summary  information  of the equity  awards  under these  compensation
plans.


                                       21



                      Equity Compensation Plan Information



                      Number of
                    securities to                         Number of securities
                    be issued upon    Weighted-average   remaining available for
                     exercise of      exercise price     future issuance under
                     outstanding      of outstanding      equity compensation
                     options,            options,          plans (excluding
                    warrants and       warrants and      securities reflected in
Plan Category         rights              rights               column (a))
------------------- ---------------   ----------------   -----------------------
                         (a)                (b)                     (c)
Equity compensation
 plans
 approved by
 security
 holders               3,301,539          $ 4.24                  743,600

Equity compensation
 plans
 not approved by
 security
 holders                 185,000          $ 5.25                        0
                    ---------------                      -----------------------


Total                  3,486,539          $ 4.29                  743,600
                    ===============   ================   =======================


     On March 3, 1997, we retained Mr. Pfenniger as our Chief Executive Officer.
In connection  with the  commencement  of his employment  with us we granted him
options to acquire 300,000 shares of our common stock. We granted Mr.  Pfenniger
options  covering  115,000 of these  shares  under our 1996 Plan and granted the
remaining  options to him  outside of our equity  compensation  plans in a grant
that was not approved by our shareholders. The terms of the grants are identical
and the options have a per share  exercise  price equal to $5.25,  the per share
fair  market  value of the common  stock on the date of grant.  Mr.  Pfenniger's
options  vest  ratably  over four years after the date of grant and expire seven
years  after the date of grant.  Vested  options  held by Mr.  Pfenniger  may be
exercised  after  termination  of his  employment  (other  than as a result of a
termination of his  employment  for "cause" as defined in the applicable  grant)
until  either the original  expiration  date for the option or the date which is
one  year  after  the  effective  date  of the  termination  of his  employment,
whichever  is  earlier.  In the event of a "change of  control"  of Whitman  (as
defined in the applicable grant), all of Mr.  Pfenniger's  outstanding  unvested
options will vest and become fully exercisable.


                                       22


Item 6. Selected Financial Data.


                                          Year Ended March 31,
                     -----------------------------------------------------------
                        2003        2002        2001        2000         1999
                     -----------------------------------------------------------
                               (In thousands, except per share data) (1)
Operating Data
Net revenues........  $109,796    $ 91,927    $ 79,629    $ 77,611     $ 73,977
Income (loss) from
 operations.........    12,911       5,060         576         (26)       4,195
Net income (loss)...     7,511       2,602      (1,422)       (502)       3,042
Diluted net income
 (loss) per share...      0.49        0.18       (0.11)      (0.04)        0.22
Dividends...........     None        None         None        None        None

Balance Sheet Data
Total assets........  $ 81,771    $ 67,075    $ 62,867    $ 62,526     $ 62,580
Long-term debt and
  capitalized
  lease obligations,
  less current
  portion...........     4,710       7,473      11,128      11,119       12,022
Stockholders'
  equity............    34,261      23,727      20,544      21,285       21,625


(1)  Figures  reflect  the the  disposition  of our  minority  interest in Huron
     University in April 2001.


     See  Consolidated  Financial  Statements,   Item  8  of  this  Report,  for
     supplementary financial information of Whitman.



                                       23


Item 7.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations.

     The following  discussion and analysis  should be read in conjunction  with
the consolidated financial statements of Whitman and the notes thereto appearing
elsewhere in this report and in conjunction  with  "Forward-Looking  Statements;
Business Risks"  appearing at the end of Item 1 in that certain  statements made
in this Item are qualified by the risk factors set forth in that section.

General

     Through three wholly-owned subsidiaries, we currently operate 22 schools in
13 states offering a range of graduate, undergraduate and non-degree certificate
or  diploma  programs  primarily  in  the  fields  of  healthcare,   information
technology  and business to more than 9,000  students.  We are organized  into a
University  Degree  Division and an Associate  Degree  Division.  The University
Degree Division offers primarily doctorate,  master and bachelor degrees through
Colorado Tech. The Associate Degree Division  primarily offers associate degrees
and diplomas or certificates through Sanford-Brown and UDS.

     Revenues  consist  primarily  of  tuition  and fees paid by  students.  The
majority of our students  rely on funds  received  from Title IV Programs to pay
for a  substantial  portion of their  tuition.  Accordingly,  a majority  of our
revenues are indirectly derived from Title IV Programs.

     Instructional  and educational  support expenses consist primarily of costs
related  to  the  educational   activity  of  our  schools.   Instructional  and
educational support expenses include salaries and benefits of faculty,  academic
administrators  and student  support  personnel.  Instructional  and educational
support  expenses  also  include  occupancy  costs,  costs  of books  sold,  and
depreciation and amortization of equipment costs and leasehold improvements.

     Selling and promotional  expenses consist  primarily of advertising  costs,
production costs of marketing materials,  and salaries and benefits of personnel
engaged in student recruitment, admissions, and promotional functions.

     General and  administrative  expenses consist  primarily of  administrative
salaries and benefits, occupancy costs, depreciation,  bad debt, amortization of
intangibles,  and other related costs for departments that do not provide direct
services to students.  Effective  April 1, 2001,  in  compliance  with SFAS 142,
goodwill is no longer subject to amortization but rather reviewed for impairment
on a periodic basis.

Merger Agreement

     On March 26, 2003, we signed a definitive  merger  agreement with CEC under
which CEC will  acquire  all of our  outstanding  shares  of common  stock for a
combination  of cash and CEC stock.  Under the terms of the  agreement,  we will
become a wholly-owned  subsidiary of CEC and our shareholders will receive $6.00
in cash and shares of CEC common stock valued at approximately $8.25 for a total
of approximately $14.25 for each share of our common stock. The stock portion of
the  consideration is subject to adjustment based on CEC's average closing share
price  during a  specified  period  prior to  closing.  The  value of the  stock
component based on such average  closing price will not be less than $7.55,  nor
more than $8.95, unless we and CEC agree otherwise.

     The estimated  purchase price,  including  estimated  acquisition costs, is
expected to be  approximately  $254.3  million.  The  estimated  purchase  price
includes  the  estimated  fair  value of CEC  common  stock to be  issued to our
shareholders  of $130.4  million,  cash to be paid to our  shareholders of $92.7
million,  estimated cash to be paid to holders of options of $27.2 million,  and
estimated  acquisition  costs of $4.0 million.  Consideration  to be paid to our
option  holders under the 1996 stock option plan,  representing  the  difference
between the exercise price and per share merger consideration,  will be recorded
by us as compensation expense in our statement of operations prior to closing as
a result of  amendments  expected  to be made to the 1996 stock  option  plan in
connection with the merger.

                                       24


     The merger agreement contains certain  termination  provisions,  including,
among  others,  the failure to receive  shareholder  approval and the failure to
obtain required regulatory approvals. In addition, we may elect to terminate the
merger  agreement  if the  value of the CEC  stock  that our  shareholders  will
receive  in the merger  would be less than $7.55 per share of our common  stock,
subject to CEC's right to agree to provide our shareholders with $7.55 per share
in CEC common stock.  Likewise,  CEC may elect to terminate the merger agreement
if the adjusted value of the stock consideration would be greater than $8.95 per
share of our common  stock,  subject  to our right to agree to accept  $8.95 per
share in CEC common stock.

     A vote of a majority of our  outstanding  common  stock will be required to
approve the merger. The transaction is expected to close during the beginning of
the third quarter of the 2003 calendar year, and is subject to customary closing
conditions  including regulatory approvals and the approval of our shareholders.
There can be no assurance  that the  conditions  to the merger will close in the
expected time frame or at all.


Results of Operations

     The  following  table sets  forth the  percentage  relationship  of certain
statement of operations data to net revenues for the periods indicated:

                                                      Year Ended March 31,
                                              ----------------------------------
                                                2003        2002         2001
                                              ----------  ----------  ----------
Net revenues                                   100.0%      100.0%       100.0%
                                              ----------  ----------  ----------
Costs and expenses:
    Instructional and educational support...    58.7        63.6         66.1
    Selling and promotional.................    14.4        15.7         18.0
    General and administrative..............    14.7        15.2         15.2
    Merger related expenses.................     0.4           -           -
                                              ----------  ----------  ----------
Total costs and expenses....................    88.2        94.5         99.3
                                              ----------  ----------  ----------
Income from operations......................    11.8         5.5          0.7
Other (income) and expenses:
    Interest expense........................     0.7         1.0          1.4
    Interest income.........................    (0.3)       (0.4)        (0.4)
Loss on Huron investment....................       -           -          1.5
                                              ----------  ----------  ----------
Income (loss) before income tax provision
(benefit)and cumulative effect of change in
    accounting principle....................    11.4         4.9         (1.8)
Income tax provision (benefit)..............     4.6         2.1         (0.7)
                                              ----------  ----------  ----------
Income (loss) before cumulative effect of
    change in accounting principle..........     6.8         2.8         (1.1)
Cumulative effect of change in accounting
    principle, net of tax...................       -           -         (0.7)
                                              ----------  ----------  ----------
Net income (loss)...........................     6.8%        2.8%        (1.8)%
                                              ==========  ==========  ==========


                                       25



       Year ended March 31, 2003 compared to the year ended March 31, 2002


     Net revenues  increased by $17.9 million or 19.4% to $109.8 million for the
year ended March 31, 2003 from $91.9  million for the year ended March 31, 2002.
This  increase  was  primarily  due  to a  10.6%  increase  in  average  student
enrollment and an increase in tuition rates.

     Net revenues in the Associate Degree Division increased 21.9% due primarily
to a 17.0%  increase in average  student  enrollment  and an increase in tuition
rates.  The increase in student  enrollment in the Associate Degree Division was
primarily  due to  increased  enrollment  in the medical  assisting  and medical
billing  and coding  specialist  programs  offered by UDS and the allied  health
programs offered at Sanford-Brown.

     Net  revenues  in  the  University  Degree  Division  increased  10.7%  due
primarily to a 14.5%  increase in the average  revenue  earned per student which
offset a 3.2%  decrease  in average  student  enrollment.  The  increase  in the
average  revenue  earned per  student  was  primarily  due to an increase in the
number of credit  hours taken by students at Colorado  Tech,  and an increase in
tuition  rates.  The decrease in average  student  enrollment in the  University
Degree  Division was primarily due to a decline in enrollment in the information
technology  programs which was partially  offset by an increase in enrollment in
the business programs offered at Colorado Tech.

     Instructional and educational  support expenses  increased by $6.0 million,
or 10.3%,  to $64.5 million for the year ended March 31, 2003 from $58.5 million
for  the  year  ended  March  31,  2002.   As  a  percentage  of  net  revenues,
instructional and educational  support expenses  decreased to 58.7% for the year
ended March 31, 2003 as compared to 63.6% for the year ended March 31, 2002. The
increase in instructional and educational  support expenses was primarily due to
an increase in payroll and related benefits for faculty, academic administrators
and student  support  personnel  to support  the  increase  in  enrollment.  The
decrease in  instructional  and educational  support expenses as a percentage of
net revenues was due to our ability to better  leverage  our  instructional  and
educational support expenses to support an increased revenue base.

     Selling and  promotional  expenses  increased by $1.4 million,  or 9.3%, to
$15.8  million for the year ended March 31, 2003 from $14.4 million for the year
ended March 31, 2002. As a percentage of net revenues,  selling and  promotional
expenses  decreased  to 14.4% for the year ended  March 31,  2003 as compared to
15.7% for the year ended March 31, 2002. The increase in selling and promotional
expenses was  primarily  due to an increase in payroll and related  benefits for
additional   admissions  personnel  and  an  increase  in  advertising  expenses
resulting  from our marketing  efforts  directed at increasing  enrollment.  The
decrease in selling and promotional expenses as a percentage of net revenues was
due to our ability to better leverage such expenses while supporting a growth in
revenues.

     General and administrative expenses increased by $2.1 million, or 15.5%, to
$16.1  million for the year ended March 31, 2003 from $14.0 million for the year
ended  March  31,  2002.  As  a  percentage   of  net   revenues,   general  and
administrative  expenses decreased to 14.7% for the year ended March 31, 2003 as
compared to 15.2% for the year ended March 31, 2002. The increase in general and
administrative  expenses  was  primarily  due to an increase  in  administrative
payroll  expenses  and  related  benefits  to  support  the  growth  in  student
population and an increase in bad debt expense. As a percentage of net revenues,
bad debt  expense  decreased to 5.0% for the year ended March 31, 2003 from 5.1%
for the year ended March 31, 2002.  The  decrease in general and  administrative
expenses  as a  percentage  of net  revenues  was due to our ability to increase
revenues at a greater rate than the rate of increase in administrative operating
costs.

     Merger and related expenses of $0.5 million consist primarily of investment
banking and legal fees incurred in connection with the proposed merger with CEC.

                                       26



     We reported  income from  operations  of $12.9 million and $5.1 million for
the  years  ended  March 31,  2003 and  2002,  respectively.  This  increase  in
profitability  was primarily due to increases in income from  operations of $7.4
million and $1.0 million in the  Associate  Degree  Division and the  University
Degree Division, respectively.

     Income tax  provision  increased  by $3.2 million or 166.7% to $5.1 million
for the year ended March 31, 2003 from $1.9 million for the year ended March 31,
2002.  This increase was due to an increase in pretax income during fiscal 2003,
which was partially  offset by a reduction in the effective income tax rate from
42.1% in fiscal 2002 to 40.2% in fiscal  2003.  The  decrease  in the  effective
income tax rate was primarily due to the reduced tax effect of the change in the
valuation  allowance in comparison to the higher  statutory tax expense incurred
in fiscal 2003 resulting from the increase in pretax income.

     We reported net income of $7.5 million and $2.6 million for the years ended
March 31, 2003 and 2002, respectively.  The increase in net income was primarily
due to the increase in profitability in the Associate Degree Division.

       Year ended March 31, 2002 compared to the year ended March 31, 2001

     Net revenues  increased by $12.3  million or 15.4% to $91.9 million for the
year ended March 31, 2002 from $79.6  million for the year ended March 31, 2001.
This increase was primarily due to a 6.6% increase in average student enrollment
and an increase in tuition rates.

     Net revenues in the Associate Degree Division increased 19.6% due primarily
to a 9.8%  increase  in average  student  enrollment  and an increase in tuition
rates.  The increase in student  enrollment in the Associate Degree Division was
primarily due to increased  enrollment in the medical  assisting program and the
medical billing and coding specialist program offered by UDS and the information
technology and allied health programs offered at Sanford-Brown.  The increase in
student  enrollment  in the  Associate  Degree  Division was due to our improved
marketing  and  admissions  efforts  which  permitted us to increase the rate at
which we converted leads to new student  starts.  Net revenues in the University
Degree  Division  increased  2.8% due primarily to an increase in tuition rates.
Average student enrollment in the University Degree Division remained relatively
unchanged.

     Instructional and educational  support expenses  increased by $5.8 million,
or 11.0%,  to $58.5 million for the year ended March 31, 2002 from $52.7 million
for  the  year  ended  March  31,  2001.   As  a  percentage  of  net  revenues,
instructional and educational  support expenses  decreased to 63.6% for the year
ended March 31, 2002 as compared to 66.1% for the year ended March 31, 2001. The
increase in instructional and educational  support expenses was primarily due to
an increase in payroll  expenses  and related  benefits  for  faculty,  academic
administrators  and  student  support  personnel  to  support  the  increase  in
enrollment.  The decrease in instructional and educational support expenses as a
percentage  of net  revenues  was due to our  ability  to  better  leverage  our
instructional  and educational  support expenses to support an increased revenue
base.

     Selling and  promotional  expenses  increased by $0.1 million,  or 0.8%, to
$14.4  million for the year ended March 31, 2002 from $14.3 million for the year
ended March 31, 2001. As a percentage of net revenues,  selling and  promotional
expenses  decreased  to 15.7% for the year ended  March 31,  2002 as compared to
18.0% for the year ended March 31, 2001. The decrease in selling and promotional
expenses as a percentage of net revenues was due to our ability to maintain such
expenses relatively unchanged while supporting a growth in revenues.

     General and administrative expenses increased by $1.9 million, or 15.8%, to
$14.0  million for the year ended March 31, 2002 from $12.1 million for the year
ended  March  31,  2001.  As  a  percentage   of  net   revenues,   general  and
administrative  expenses remained  consistent at 15.2% for the years ended March
31,  2002 and 2001.  The  increase in general and  administrative  expenses  was
primarily  due to an increase in  administrative  payroll  expenses  and related
benefits and an increase in bad debt  expense.  As a percentage of net revenues,
bad debt  expense  increased to 5.1% for the year ended March 31, 2002 from 5.0%
for the year ended March 31, 2001.

                                       27


     We reported income from operations of $5.1 million and $0.6 million for the
years  ended  March  31,  2002  and  2001,   respectively.   This   increase  in
profitability was primarily due to an increase in income from operations of $6.9
million  in the  Associate  Degree  Division  which  was  partially  offset by a
decrease in income from  operations in the  University  Degree  Division of $2.0
million.

     Income tax  provision was $1.9 million for the year ended March 31, 2002 as
compared to a tax benefit of $0.5 million for the year ended March 31, 2001, due
primarily to the increase in profitability in fiscal 2002.

     We  reported  net income of $2.6  million for the year ended March 31, 2002
and a net loss of $1.4 million for the year ended March 31,  2001.  The increase
in net income was primarily due to an increase in profitability in the Associate
Degree Division,  losses sustained in the prior year relating to the sale of our
minority ownership of Huron University,  which resulted in a loss after taxes of
$0.7 million,  and the  implementation of SEC Staff Accounting  Bulletin No. 101
effective April 1, 2000, which resulted in a one-time charge after taxes of $0.6
million.

Divestiture of Huron University

     In 1999, we sold the Huron,  South Dakota,  campus of Huron University to a
group  of  investors,  including  members  of the  campus  management  team.  In
connection  with the  transaction,  we contributed  the operating  assets of the
school,  certain of its  liabilities  and $550,000 in cash to the  purchaser and
agreed to  guarantee a portion of the assumed  liabilities.  We also  retained a
minority  interest in the  school.  We extended a loan of $500,000 to the campus
President to assist him in funding the transaction.

     The terms of the  transaction  were  established  through  an arm's  length
negotiation,  and we  recorded  no  gain  or  loss.  We  recorded  our  minority
investment in the school at a cost of  approximately  $1.2  million,  which then
approximated fair value. We recorded the investment under the cost method due to
our inability to exercise significant influence over the operating and financial
policies of the purchaser.

     On April 26, 2001, the investor  group sold the school to a  not-for-profit
college.  This transaction  released us from any further obligations  associated
with the school,  including our guarantee.  We did not receive any proceeds from
this  transaction,  and  recorded a one-time  non-recurring  non-cash  charge of
approximately  $1.2 million in the fiscal  quarter ended March 31, 2001 relating
to our minority ownership of the school.

     Our loan of $500,000 to the former campus  President  remained  outstanding
after the sale. The loan is due in August 2005 with monthly interest payments at
the prime rate which  commenced in October  1999.  The loan is secured by 80,000
shares  of  our  common  stock  owned  by  the  former  campus  President.   The
not-for-profit  college that  purchased  the school has also agreed to guarantee
this loan. In October 2001,  the loan went into default by virtue of the failure
of the required  monthly  interest  payments to be made and we  accelerated  all
amounts due under the loan. In May 2002, we received a default  judgment against
the  not-for-profit  college that  guaranteed the loan and commenced  collection
efforts to enforce the judgment.  In September  2002, we collected  $166,000 for
principal  and interest due under the loan. We believe the  collateral  securing
the loan is adequate and, therefore, have elected not to take action against the
principal obligor of the loan at this time.


                                       28


Seasonality

     We  experience  seasonality  in our  quarterly  results of  operations as a
result of changes  in the level of student  enrollment.  New  enrollment  in our
schools tends to be higher in the third and fourth fiscal quarters because these
quarters  cover periods  traditionally  associated  with the beginning of school
semesters.  Costs are  generally  not  significantly  affected  by the  seasonal
factors on a quarterly basis. Accordingly,  quarterly variations in net revenues
will result in fluctuations in income from operations on a quarterly basis.

Liquidity and Capital Resources

     Cash and cash  equivalents  at March 31,  2003,  2002 and 2001  were  $25.2
million,  $14.0  million and $5.9  million,  respectively.  Our working  capital
totaled $18.0 million at March 31, 2003, $9.9 million at March 31, 2002 and $9.3
million at March 31, 2001.

     Net cash of $16.1  million was provided by operating  activities  in fiscal
2003, an increase of $2.7 million from fiscal 2002 and $13.6 million from fiscal
2001.  The increase in cash provided by operating  activities of $2.7 million in
fiscal 2003 from fiscal 2002 was  primarily due to an increase in net profits of
$4.9 million combined with an increase in deferred revenue,  which was partially
offset by an increase in accounts  receivable.  The increase in cash provided by
operating  activities  of $13.6  million  in fiscal  2003 from  fiscal  2001 was
primarily due to an increase in net profits of $9.0 million,  and an increase in
accrued expenses of $5.1 million.

     Net cash of $4.0 million was used for investing  activities in fiscal 2003,
an increase of $2.6  million from fiscal 2002 and $2.0 million from fiscal 2001.
The increase in fiscal 2003 from 2002 and 2001 was primarily due to the purchase
of property and equipment.

     We estimate that the capital  expenditures  expected to be incurred  during
fiscal 2004 will  approximate  $4.5 million to $5.0 million.  These  anticipated
capital  expenditures   primarily  relate  to  the  costs  associated  with  the
acquisition and upgrade of equipment for the schools, the relocation and upgrade
of campus  facilities  and the  opening of a new UDS campus.  Funds  required to
finance  such  capital  expenditures  are  expected  to be  obtained  from funds
generated from operations.

     Net cash of $1.0 million was used in financing activities in fiscal 2003, a
decrease in cash used of $3.0  million  from fiscal 2002 and $0.2  million  from
2001.  The  decrease in cash used in  financing  activities  in fiscal 2003 from
fiscal 2002 was  primarily  due to $2.0  million of proceeds  received  from the
exercise  of  employee  stock  options  and a  decrease  of $1.0  million in net
payments on long-term debt and capitalized lease obligations.

     In March 2001, our $8.5 million  credit  facility was  restructured  into a
$2.0 million line of credit and a $6.5 million capital expenditure term note. In
June 2002,  we  increased  the line of credit to $3.5  million and  extended the
expiration  date to October 31, 2003. At March 31, 2003,  we had no  outstanding
balance  under this facility and letters of credit  outstanding  of $0.6 million
which  reduced the amount  available  for  borrowing to $2.9  million.  The $6.5
million  term note is payable in seven  monthly  installments  of interest  that
commenced  on April  21,  2001 and  thereafter  in 52  monthly  installments  of
principal and interest with a balloon  payment due in April 2006. For the fiscal
year ended March 31, 2003, we made principal  payments of $1.3 million  reducing
the balance  due on our capital  expenditure  term note to  $4,658,333.  For the
fiscal year ending March 31, 2004,  scheduled  principal payments on our capital
expenditure  term note amount to $1.3 million.  The amounts  borrowed under this
facility were used for capital  expenditures  in prior years. In accordance with
the terms under the merger agreement with CEC, any balance due under the capital
expenditure  term note and line of credit will be repaid by CEC or Whitman at or
prior to the closing of the merger.

                                       29


     Our  primary  source  of  operating  liquidity  is the cash  received  from
payments of tuition and fees.  Most students  attending our schools receive some
form of financial aid under Title IV Programs,  and a majority of our revenue is
derived from Title IV Programs.  UDS,  Sanford-Brown  and Colorado  Tech receive
approximately 78%, 78%, and 41% of their funding,  respectively,  from the Title
IV Programs.  Disbursements  under each program are subject to disallowance  and
repayment by the schools.

     We believe that given our working  capital,  our cash flow from  operations
and our line of credit, we will have adequate  resources to meet our anticipated
operating requirements for the foreseeable future.

     Numerous risks and uncertainties  could affect our short-term and long-term
liquidity.  See "Forward-Looking  Statements;  Business Risks" for discussion of
material factors that could affect our liquidity.


Contractual Obligations and Other Commercial Commitments

     The following summarizes our contractual obligations at March 31, 2003, and
the effect such  obligations are expected to have on our liquidity and cash flow
in future periods (in thousands):



                                       Principal Payments Due by Period
                            ----------------------------------------------------
                                      Within                             After
                             Total    1 Year    2-3 Years   4-5 Years   5 Years
                            --------  --------  ----------  ----------  --------
Note Payable                $ 4,658   $ 1,300    $ 2,600    $   758     $     -
Capital Lease Obligations     2,575     1,223      1,310         42           -
Operating Leases             25,946     5,459      9,605      6,266       4,616
                            --------  --------  ----------  ----------  --------
                            $33,179   $ 7,982    $13,515    $ 7,066     $ 4,616
                            ========  ========  ==========  ==========  ========


     We have a contractual  commitment  related to a $3.5 million line of credit
which  expires on October 31,  2003.  At March 31, 2003,  we had no  outstanding
balance under this facility and letters of credit  outstanding  of $0.6 million,
which reduced the amount available for borrowing to $2.9 million.

Transactions with Former Management

     We purchase certain textbooks and materials for resale to our students from
an entity  that is 40%  owned by Randy S.  Proto,  our  former  Chief  Operating
Officer and President.  In the fiscal years ended March 31, 2003, 2002 and 2001,
we purchased  approximately  $161,500,  $147,900 and $97,500,  respectively,  in
textbooks and materials from that entity.

Critical Accounting Policies

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses  during the reporting  period.  On an on-going  basis,  we evaluate our
estimates,   including  those  related  to  allowance  for  doubtful   accounts,
intangible assets, accrued liabilities,  income and other tax accruals,  revenue
recognition and contingencies and litigation.  Management bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily apparent from other sources.

                                       30


     Critical  accounting  policies are defined as those that are  reflective of
significant  judgments by management and  uncertainties,  that could potentially
result  in  materially   different  results  under  different   assumptions  and
conditions.  Although  historically,   actual  results  have  not  significantly
deviated from those determined using management's estimates, as discussed below,
our financial position or results of operations could be materially different if
we were to report under different conditions or when using different assumptions
in the  application  of such  policies.  We  believe  the  following  accounting
policies are the most  critical to us, in that they are the primary  areas where
financial  information  is  subject  to  the  use  of  management's   estimates,
assumptions and the  application of management's  judgment in the preparation of
our consolidated financial statements.

     The critical  accounting policies discussed herein are not intended to be a
comprehensive  list  of all of our  accounting  policies.  In  many  cases,  the
accounting  treatment of a particular  transaction is  specifically  dictated by
accounting  principles generally accepted in the United States of America,  with
no need for management's judgment in their application.  There are also areas in
which  management's  judgment in selecting any available  alternative  would not
produce a materially  different  result.  Other accounting  policies also have a
significant effect on our financial statements,  and some of these policies also
require  the  use of  estimates  and  assumptions.  Our  significant  accounting
policies  are  discussed  in  Note 1 to the  Consolidated  Financial  Statements
included in Item 8 of this Form 10-K.

Revenues, Accounts Receivable and Deferred Tuition Revenue

     Revenues   consist   primarily  of  tuition  and  fees  paid  by  students.
Approximately  70% of our net  revenues  collected  during the fiscal year ended
March 31, 2003 were  received  from  students who  received  funds from Title IV
Programs to pay for their tuition.

     We charge our students for the full contract amount at the beginning of the
course, the academic year, or the academic term, as applicable, resulting in the
recording of an account receivable and a corresponding  deferred tuition revenue
liability. The deferred tuition revenue liability is reduced and recognized into
income over the term of the relevant period being attended by the student.  If a
student withdraws from a course or program,  the unearned portion of the program
that the student has paid for is refunded generally on a pro rata basis.

     We  continuously  monitor  collections  and payments  from our students and
maintain an allowance for doubtful  accounts for estimated losses resulting from
the  inability  of our students to make  required  payments.  We  determine  the
adequacy of this allowance by regularly  reviewing the accounts receivable aging
and applying  various  expected  loss  percentages  to certain  student  account
receivable  categories  based on historical bad debt  experience.  We charge-off
accounts receivable balances deemed to be uncollectible  usually after they have
been sent to a  collection  agency and returned  uncollected.  While such losses
have historically  been within our expectations,  there can be no assurance that
we will  continue  to  experience  the same level of losses  that we have in the
past.  Furthermore,  because a significant  percentage of our revenue is derived
from  the  Title  IV  Programs,   any  legislative  or  regulatory  action  that
significantly  reduces Title IV Program funding or the ability of our schools or
students to participate  in the Title IV Programs could have a material  adverse
effect on the collectability of our accounts receivable and our future operating
results,  including a reduction in future revenues and additional allowances for
doubtful accounts.


                                       31


Goodwill

     We have made acquisitions in the past that have resulted in the recognition
of goodwill.  Prior to April 1, 2001 we amortized the goodwill  associated  with
these acquisitions using the straight-line method, principally over a forty-year
period and evaluated the realizability of the goodwill periodically to determine
if  the  carrying  amount  was  recoverable   from  operating   earnings  on  an
undiscounted basis over their estimated useful lives.

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). Under the new rules, goodwill (and identifiable  intangible assets
deemed to have indefinite lives) is no longer amortized but is subject to annual
impairment  tests or more  frequently  if  impairment  indicators  arise.  Other
intangible  assets will  continue to be amortized  over their  estimated  useful
lives.

     Effective  April 1, 2001, we elected to early adopt SFAS 142. During fiscal
2003, we performed  our annual  impairment  test of goodwill and concluded  that
there was no  impairment  of  goodwill.  We had  approximately  $9.3  million of
goodwill  reflected  on our balance  sheet at March 31, 2003.  In assessing  the
recoverability  of our goodwill,  we must make assumptions  regarding  estimated
future  cash  flows  and  other  factors  to  determine  the  fair  value of the
respective asset. If these estimates or their related  assumptions change in the
future,  we may be  required  to record  impairment  charges  for this asset not
previously  recorded which would adversely impact our operating  results for the
period  in which we made  the  determination.  There  are many  assumptions  and
estimates  underlying the determination of an impairment loss.  Another estimate
using different, but still reasonable, assumptions could produce a significantly
different result. Therefore, impairment losses could be recorded in the future.

Recoverability of Long-lived Assets

     On an ongoing  basis,  we review  property  and  equipment,  definite-lived
intangible assets and other long-lived assets for impairment  whenever events or
circumstances indicate that carrying amounts may not be recoverable. To date, no
such events or changes in circumstances have occurred. If such events or changes
in circumstances occur, we will recognize an impairment loss if the undiscounted
future cash flows  expected to be generated by the asset (or acquired  business)
are less than the carrying value of the related asset. The impairment loss would
adjust the asset to its fair value.

     In  evaluating  the  recoverability  of  long-lived  assets,  we must  make
assumptions regarding estimated future cash flows and other factors to determine
the  fair  value  of  such  assets.  If our  fair  value  estimates  or  related
assumptions  change in the  future,  we may be  required  to  record  impairment
charges related to goodwill and other long-lived assets.

Income Taxes

     We account for income  taxes in  accordance  with  Statement  of  Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109") which
requires that deferred tax assets and  liabilities  be recognized  using enacted
tax rates for the effect of temporary differences between the book and tax bases
of recorded assets and liabilities. SFAS No. 109 also requires that deferred tax
assets be reduced by a  valuation  allowance  if it is more likely than not that
some portion or all of the deferred tax asset will not be realized.

     As part of the process of preparing our consolidated  financial  statements
we are  required to estimate our income  taxes in each of the  jurisdictions  in
which we  operate.  This  process  involves  estimating  our actual  current tax
exposure together with assessing temporary  differences resulting from differing
treatment  of  items  for tax and  accounting  purposes.  We also  recognize  as
deferred tax assets the future tax benefits  from net operating and capital loss
carryforwards.  We evaluate the  realizability  of these  deferred tax assets by
assessing  their  valuation  allowances  and by  adjusting  the  amount  of such
allowances,  if  necessary.  Among the factors used to assess the  likelihood of
realization are our  projections of future taxable income streams,  the expected
timing of the reversals of existing temporary differences, and the impact of tax
planning  strategies  that could be  implemented  to avoid the potential loss of
future tax  benefits.  However,  changes in tax  codes,  statutory  tax rates or
future  taxable  income  levels  could  materially  impact our  valuation of tax
accruals  and  assets and could  cause our  provision  for income  taxes to vary
significantly from period to period.


     At March 31,  2003,  we had  deferred  tax assets in excess of deferred tax
liabilities of approximately  $1.4 million.  During the year, we determined that
it is more  likely than not that $1.3  million of those  assets will be realized
(although  realization  is not assured),  resulting in a valuation  allowance of
$134,000 at March 31, 2003.


                                       32



New Accounting Pronouncements

     On December 3, 1999,  the  Securities  Exchange  Commission  released Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements,"  to  provide  guidance  on  the  recognition,   presentation,   and
disclosure of revenue in financial  statements.  SAB 101 outlines basic criteria
that must be met before we may recognize revenue,  including persuasive evidence
of the  existence of an  arrangement,  the  delivery of products or services,  a
fixed and determinable sales price, and reasonable assurance of collection.  SAB
101 became effective beginning the first fiscal quarter of the first fiscal year
beginning after December 15, 1999.  Prior to the release of SAB 101, our revenue
recognition  policy  was in  compliance  with  accounting  principles  generally
accepted  in  the  United  States  of  America.  Effective  April  1,  2000,  we
implemented  SAB 101 and  changed the method by which we  recognize  revenue for
laboratory and registration fees charged to a student.  In fiscal 2001, we began
recognizing  revenue  for  these  fees  ratably  over the  life of an  education
program.  Previously,  we recognized laboratory and registration fees as revenue
at the beginning of our academic term or year,  as  applicable.  We recorded the
cumulative effect of the change in accounting of approximately  $564,000, net of
taxes, in the first quarter of fiscal 2001.

     In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statements of Financial Accounting  Standards No. 141, "Business  Combinations,"
and No.  142,  "Goodwill  and Other  Intangible  Assets"  ("SFAS  141 and 142"),
effective for fiscal years  beginning after December 15, 2001. SFAS 141 requires
all business  combinations  initiated  after June 30, 2001,  to be accounted for
using the purchase method and establishes  specific criteria for the recognition
of acquired  intangible assets apart from goodwill.  Under SFAS 142, goodwill is
no longer  subject to  amortization  over its useful life.  Rather,  goodwill is
subject  to, at  least,  an annual  assessment  for  impairment  by  applying  a
fair-value-based  test.  Other  intangible  assets will continue to be amortized
over their useful lives.  We elected to adopt the provisions of SFAS 141 and 142
effective April 1, 2001.  Application of the  nonamortization  provision of SFAS
142  resulted in an increase in net income of  $162,000,  net of taxes,  for the
year ended March 31, 2002. During fiscal 2003 we performed our annual impairment
test of goodwill and concluded that there was no impairment of goodwill.

     In June 2002, the FASB issued Statement of Financial  Accounting  Standards
No. 146,  "Accounting  for Costs  Associated  with Exit or Disposal  Activities"
("SFAS 146").  SFAS 146 addresses  financial  accounting and reporting for costs
associated  with exit or disposal  activities.  This  statement is effective for
exit or disposal  activities  initiated  after  December  31,  2002.  We are not
currently engaged in any significant exit or disposal  activities and therefore,
the  adoption of SFAS 146 did not have any impact on our  financial  position or
results of operations.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). The interpretation  elaborates
on the existing  disclosure  requirements  for most  guarantees,  including loan
guarantees such as standby letters of credit. It also clarifies that at the time
a company issues a guarantee,  the company must  recognize an initial  liability
for the fair value,  or market value,  of the  obligations  it assumes under the
guarantee and must disclose that information in its interim and annual financial
statements.  The  provisions  related to recognizing a liability at inception of
the guarantee for the fair value of the guarantor's  obligations  does not apply
to product warranties or to guarantees accounted for as derivatives. The initial
recognition and initial  measurement  provisions apply on a prospective basis to
guarantees   issued  or  modified   after  December  31,  2002.  The  disclosure
requirements  are  effective for  financial  statements of periods  ending after
December 15, 2002. We believe the adoption of the  recognition  and  measurement
provisions of FIN 45 will not have a material impact on our financial  position,
results of operations or cash flows.


                                       33


     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,  "Accounting
for Stock-Based  Compensation"  ("SFAS 123"). In response to a growing number of
companies  announcing  plans to  record  expenses  for the  fair  value of stock
options,  SFAS 148 provides  alternative  methods of transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  more  prominent  and more  frequent  disclosures  in  financial
statements about the effects of stock-based compensation.  SFAS 148 is effective
for financial  statements  for annual periods ending after December 15, 2002 and
interim  periods  beginning  after  December  31,  2002.  We  have  adopted  the
amendments to SFAS 123  disclosure  provisions  required under SFAS 148 but will
continue  to use the  intrinsic  value  method  under  Opinion 25 to account for
stock-based  compensation.  As such,  our adoption of this statement has not had
any impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

     We are exposed to market risk associated with changes in interest rates. We
are subject to interest  rate risk related to our  variable-rate  line of credit
and  capital  expenditure  term  note as  described  in Note 7 of the  Notes  to
Consolidated Financial Statements.

     At March 31, 2003, our variable rate long-term debt had a carrying value of
$4.7 million. The fair value of the debt approximates the carrying value because
the variable  rates  approximate  market rates. A 10% increase in the period end
interest  rate  would  not have a  material  adverse  affect on our  results  of
operations and financial condition.

Item 8. Financial Statements and Supplementary Data.

     The financial  statements and supplementary  data, together with the report
of  independent  Certified  Public  Accountants,  required by Regulation S-X are
included in this Form 10-K commencing on Page F-1.


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure.

     Not Applicable.


                                       34


                                    PART III


Item 10. Directors and Executive Officers of the Registrant.

     The  information  concerning  directors  required  by Item 10 is set  forth
below. There is no family relationship between any of the directors or executive
officers and there is no  arrangement or  understanding  between any director or
executive  officer  and any  other  person  pursuant  to which the  director  or
executive officer was selected.

     Dr. Jack R.  Borsting,  age 74, has served as a director since 1994 and has
been Vice  Chairman  of the Board  since 2000.  Dr.  Borsting is a Professor  of
Business  Administration  and  Dean  Emeritus  at  the  University  of  Southern
California Marshall School of Business. From 1988 to 1994, Dr. Borsting was Dean
of the University of Southern California School of Business Administration,  and
from 1994 to 2001 E. Morgan  Stanley  Professor of Business  Administration  and
Executive Director of the Center of Telecommunication  Management. Dr. Borsting,
a former  Assistant  Secretary of Defense  (Comptroller),  is a director of IVAX
Diagnostics,  Inc.  (laboratory  instruments)  and a  trustee  for the Rose Hill
Foundation,  the  Los  Angeles  Orthopedic  Hospital  Foundation  and  Met  Life
Investors. Dr. Borsting is also a member of the Army Science Board.

     Mr. Neil Flanzraich,  age 59, has served as a director since 1997. In 1998,
Mr.   Flanzraich   became  Vice  Chairman  and  President  of  IVAX  Corporation
(pharmaceuticals).  Mr.  Flanzraich  serves  on the Board of  Directors  of IVAX
Diagnostics, Inc. (laboratory instruments),  Continucare Corporation (healthcare
services) and RAE Systems Inc. (gas detection and security  monitoring  system).
From 1995 through 1998,  Mr.  Flanzraich  was a shareholder  and Chairman of the
Life Sciences  Legal  Practice  Group of Heller  Ehrman White & McAuliffe,  Palo
Alto,  California.  From 1981 to 1994, Mr. Flanzraich was Senior Vice President,
General  Counsel  and  member of the  Corporate  Executive  Committee  of Syntex
Corporation, an international  pharmaceutical company that was acquired by Roche
Holdings Ltd.

     Dr.  Phillip  Frost,  age 66, has been  Chairman of the Board of  Directors
since 1992.  Dr.  Frost has been  Chairman of the Board of  Directors  and Chief
Executive  Officer of IVAX Corporation  (pharmaceuticals)  since 1987. Dr. Frost
served as  President  of IVAX  Corporation  from 1991 until 1995.  Dr. Frost was
Chairman of the Board of Directors  of Key  Pharmaceuticals,  Inc.  from 1972 to
1986. Dr. Frost is Chairman of the Board of Directors of IVAX Diagnostics,  Inc.
(laboratory  instruments).  He is also director of Northrup Grumman  Corporation
(aerospace).  He is Chairman of the Board of Trustees of the University of Miami
and a member of the Board of Governors of the American Stock Exchange.

     Mr.  Peter S.  Knight,  age 52, has served as a director  since  1994.  Mr.
Knight  is a  Managing  Director  of  MetWest  Financial,  a Los  Angeles  based
financial  services  company.  Mr. Knight  started his career with the Antitrust
Division of the  Department of Justice.  From 1977 to 1989, Mr. Knight served as
Chief of  Staff to Al Gore  when  Mr.  Gore  was a member  of the U.S.  House of
Representatives  and later the U.S. Senate. Mr. Knight served as General Counsel
of Medicis Pharmaceutical Corporation from 1989 to 1991 and then established his
law practice representing numerous Fortune 500 companies as a named partner in a
Washington,  D.C.  law firm.  In 2000,  he started  Sage  Venture  Partners,  an
investment firm focusing on the technology and biotechnology  sector. Mr. Knight
has held senior  positions  in the last four  presidential  campaigns  including
services as campaign  manager for the successful  1996  re-election  campaign of
President  Clinton.  Mr.  Knight  serves on the Board of  Directors  of  Medicis
Pharmaceutical Corporation, the Schroder Family of Mutual Funds and EntreMed.

     Dr.  Richard M.  Krasno,  age 61, has served as a director  since 1996.  In
1999,  Dr.  Krasno  became  Executive  Director  of the  William R.  Kenan,  Jr.
Charitable  Trust and President of the four William R. Kenan,  Jr.  funds.  From
1998  to  1999,   Dr.  Krasno  was  president  of  the  Monterey   Institute  of
International Studies in Monterey, California. From 1983 to 1998, Dr. Krasno was
President  and  Chief  Executive  Officer  of  the  Institute  of  International
Education (private not-for-profit  education  organization),  New York City, New
York. He served as its Executive Vice President and Chief Operating Officer from
1981 to 1983.  Dr. Krasno was Deputy  Assistant  Secretary of Education with the
U.S. Department of Education from 1980 to 1981.

                                       35


     Dr.  Lois F.  Lipsett,  age 69, has served as a director  since  1996.  Dr.
Lipsett is the President of Health Education Associates,  Washington, D.C. Since
1995, Dr. Lipsett has served as a consultant to several companies, including the
Robert Wood Johnson Foundation.  Dr. Lipsett was Vice President,  Scientific and
Medical Affairs,  of the American Diabetes  Association from 1992 to 1995. Prior
to  1992,  Dr.  Lipsett  founded  and  was  Director  of the  National  Diabetes
Information  Clearinghouse and was also Director for several training and career
development programs at the National Institutes of Health.

     Mr. Richard C. Pfenniger, Jr., age 47, has served as a director since 1992.
Mr. Pfenniger has been Chief Executive  Officer and Vice Chairman of the Company
since 1997 and President since 2001. Mr.  Pfenniger was Chief Operating  Officer
of IVAX  Corporation  (pharmaceuticals)  from 1994 to 1997.  He served as Senior
Vice  President -- Legal Affairs and General  Counsel of IVAX  Corporation  from
1989 to 1994.  Prior to joining IVAX  Corporation,  Mr. Pfenniger was engaged in
private  law  practice.  Mr.  Pfenniger  is also the  Chairman  of the  Board of
Continucare   Corporation   (healthcare   services)   and  a  director  of  IVAX
Corporation.

     Dr.  Percy A.  Pierre,  age 64, has served as a director  since  1997.  Dr.
Pierre  has  been  Professor  of  Electrical   Engineering  at  the  College  of
Engineering of Michigan State  University  since 1995. Prior to 1995, he was the
Vice  President  for  Research  and  Graduate  Studies,  as well as Professor of
Electrical Engineering at Michigan State University from 1990 to 1995; President
of Prairie View A & M University from 1983 to 1989;  Assistant  Secretary of the
Army for Research,  Development  and  Acquisition,  Department of the U.S. Army,
from 1977 to 1981; and Dean of the School of  Engineering  at Howard  University
from  1971 to  1977.  Dr.  Pierre  serves  as a  director  of CMS  Energy  Corp.
(diversified energy company), and Fifth-Third Bank (Western Michigan).

     A. Marvin  Strait,  age 69, has served as a director since 1998. Mr. Strait
presently  practices as a Certified  Public  Accountant under the name A. Marvin
Strait, CPA. He has practiced in the field of public accountancy in Colorado for
over forty  years.  Mr.  Strait has served on the Board of Directors of Colorado
Technical  University  since 1986. He also  presently  serves as a member of the
Board of Directors of  AutoTradeCenter.Com,  Inc.,  and a member of the Board of
Trustees of the  Colorado  Springs Fine Arts Center  Foundation,  and the Sam S.
Bloom Foundation.  He also presently serves on the Community  Advisory Panels of
Western National Bank and Intel Corporation. Mr. Strait previously served as the
Chairman of the Board of Directors of the American Institute of Certified Public
Accountants  (AICPA),  as President of the Colorado  Society of Certified Public
Accountants  and the  Colorado  State  Board of  Accountancy,  and  serves  as a
permanent member of the AICPA Governing Council.

Executive Officers of the Registrant

     Set forth below is the name,  age,  position  held and business  experience
during the past five years of our other executive  officer as of March 31, 2003.
Our executive officers serve at the discretion of our Board of Directors.  There
is no family relationship between any of the executive officers, and there is no
arrangement or understanding  between any executive officer and any other person
pursuant to which the executive officer was selected.


                                       36


     Fernando  L.  Fernandez.  Mr.  Fernandez,  age 42,  has  served as our Vice
President--Finance, Chief Financial Officer, Secretary and Treasurer since 1996.
Prior to joining us, Mr.  Fernandez,  a certified public  accountant,  served as
Chief  Financial  Officer  of  Frost-Nevada  Limited  Partnership  (Dr.  Frost's
investment  partnership) from 1991 to 1996. Previously,  Mr. Fernandez served as
Audit Manager for  PricewaterhouseCoopers  LLP  (formerly  Coopers & Lybrand) in
Miami.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's directors, executive officers and 10% shareholders to file initial
reports of  ownership  and reports of changes in  ownership  of Common Stock and
other equity securities with the Securities and Exchange Commission.  Directors,
executive officers and 10% shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.  Based on a review of the copies of
such  reports  furnished  to the Company and  written  representations  from the
Company's  directors and executive officers that no other reports were required,
the Company believes that during fiscal 2003 the Company's directors,  executive
officers  and  10%   shareholders   complied   with  all  Section  16(a)  filing
requirements applicable to them.

Item 11.   Executive Compensation.

     The  following  table  contains  certain  information  regarding  aggregate
compensation  paid or accrued by the  Company  during  fiscal  2003 to the Chief
Executive  Officer of the Company and to our only other executive  officer whose
combined salary and bonus during fiscal 2003 exceeded $100,000.

                                   Summary Compensation Table

                                                         Long-Term    All Other
                               Annual Compensation     Compensation Compensation
                           --------------------------  ------------ ------------
                                                           Securities
Name and                   Year Ended                      Underlying
Principal Position          March 31,  Salary   Bonus       Options
-------------------------  ---------- --------  -----     -----------
                                        ($)     ($)          (#)       ($)(1)
Richard  C. Pfenniger,Jr.   2003      305,000   (2)        30,000      4,422
Chief Executive Officer     2002      291,000 150,000         0        4,337
                            2001      291,000    0            0        3,100

Fernando L. Fernandez       2003      150,000   (2)        20,000      4,226
Vice President - Finance,   2002      138,000  70,000         0        4,025
Chief Financial Officer,    2001      138,000    0            0        3,100
Secretary and Treasurer


(1)  The  amounts  included  in the "All Other  Compensation"  column  represent
     matching  contributions  made by the  Company  under the  Whitman  Employee
     Retirement  Savings Plan  maintained  under Section 401 (k) of the Internal
     Revenue Code.

(2)  The  Compensation  Committee  of the  Board of  Directors  generally  meets
     subsequent to the end of our fiscal year to determine if any bonus payments
     will be made to the executive officers.  The Compensation Committee has not
     yet met to determine if any bonuses will be paid to the executive  officers
     in connection  with their  performance  for the fiscal year ended March 31,
     2003.

     During the fiscal year ended March 31, 2003,  stock options were granted to
the executive officers named in the "Summary  Compensation  Table" in connection
with their  performance  in fiscal  2002.  The stock  options were granted at an
exercise price of $6.20 per share, the fair market value of the Company's Common
Stock on the date of grant, and have a seven-year term.


                                       37


     The following table sets forth  information  concerning stock option grants
made  during  fiscal  2003  to the  executive  officers  named  in the  "Summary
Compensation Table."



                              Stock Option Grants During the Year Ended
                                           March 31, 2003



                                                                   Potential
                                                                   Realizable
                                                                Value at Assumed
                             Percent of                          Annual Rates of
                  Number of  Total Options                        Stock Price
                  Securities  Granted to                        Appreciation for
                  Underlying  Employees                            Option Term
                   Options    in Fiscal   Exercise  Expiration  ----------------
                   Granted      Year        Price      Date        5%    10%
                 ----------- -----------  --------  ----------  ----------------
                     (#)       %             $                      %     %
Richard C.         30,000    13.8           6.20    6/06/2009   75,721   176,461
Pfenniger, Jr.
Chief Executive
Officer

Fernando L.        20,000     9.2           6.20    6/06/2009   50,480   117,641
Fernandez
Vice President -
Finance,
CFO and Treasurer



     The  following  table  sets  forth  information   concerning  stock  option
exercises  during  fiscal 2003 by each of the  executive  officers  named in the
"Summary  Compensation Table" above and the fiscal year-end value of unexercised
options  held  by  each  of  the  executive   officers  named  in  the  "Summary
Compensation Table" above.


                                       38



                      Aggregated Stock Option Exercises in
                 Fiscal 2003 And Fiscal Year-End Option Values

                                   Securities Underlying
                                   Number of Unexercised    Value of Unexercised
                                     Options at Fiscal      In-the-Money Options
                                          Year End           at Fiscal Year End
                                   ----------------------   --------------------
               Shares
               Acquired
                on        Value     Ex-        Un-          Ex-       Un-
               Exercise  Realized  ercisable  exercisable  ercisable exercisable
               --------  --------  ---------  -----------  --------- -----------
                  (#)       ($)       (#)         (#)       ($) (1)    ($) (1)
Richard C.         0         0      435,000      37,500    3,666,287   285,563
Pfenniger, Jr.
Chief Executive
Officer

Fernando L.     20,000    81,975    197,500      22,500    1,894,337   169,188
Fernandez
Vice President-
Finance, Chief
Financial Officer,
Secretary and
Treasurer



(1)  The value of  unexercised  in-the-money  options  represents  the number of
     options held at March 31, 2003  multiplied  by the  difference  between the
     exercise  price and $13.60,  the closing price of the Common Stock at March
     31, 2003.

Compensation Committee Interlocks and Insider Participation

     During fiscal 2003,  the  following  directors  served on the  Compensation
Committee of the Board of Directors:  Dr. Frost, Dr. Krasno and Dr. Lipsett. Dr.
Frost is an  executive  officer and  Chairman of the Board of  Directors of IVAX
Corporation.  Richard C. Pfenniger, Jr. is the Company's Chief Executive Officer
and Vice  Chairman and a director of the Company and is also a director of IVAX.
In September 2002, Dr. Frost resigned from the Compensation Committee.


Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Shareholder Matters.


     The  following  table  sets  forth  certain  information  as of May 1, 2003
concerning the number of shares of Common Stock  beneficially owned by: (a) each
director,  (b) each executive  officer named above in the "Summary  Compensation
Table", (c) all directors and executive officers as a group, and (d) each person
known to the  Company to be the  beneficial  owner of more than 5% of the Common
Stock, and the percentage such shares represent of the total outstanding  shares
of Common Stock.  Unless otherwise  indicated,  all shares are owned directly by
the person indicated who holds sole voting and investment power.


                                       39



                                  Shares Beneficially
Name of Beneficial Holder             Owned (1)              Percentage Owned
-------------------------         --------------------       ----------------
Bedford Oak Advisors, LLC             1,256,400(2)                  8.8
Jack R. Borsting, Ph.D.                 129,100(3)                   *
Neil Flanzraich                          96,875(3)                   *
Phillip Frost, M.D.                   4,383,528(4)                 28.4
Peter S. Knight                         110,000(3)                   *
Richard M. Krasno, Ph.D.                 90,000(3)                   *
Lois F. Lipsett, Ph.D.                   90,000(3)                   *
Richard C. Pfenniger, Jr.               638,630(3)                  4.1
Percy A. Pierre, Ph.D.                   78,125(3)                   *
A. Marvin Strait, C.P.A.                112,528(3)                   *
Fernando L. Fernandez                   231,457(3)                  1.5
All directors and executive
officers as a group (10 persons)      5,960,243(5)                 35.6
___________________



*    Represents beneficial ownership of less than one percent.

(1)  For purposes of this table,  beneficial  ownership is computed  pursuant to
     Rule 13d-3 under the  Securities  Exchange  Act of 1934;  the  inclusion of
     shares as  beneficially  owned should not be construed as an admission that
     such  shares  are  beneficially  owned for  purposes  of  Section 16 of the
     Securities Exchange Act of 1934.

(2)  Based on information contained in a Schedule 13G/A dated February 11, 2003.
     As reported therein,  Bedford Oak Advisors,  LLC ("BOA") in its capacity as
     investment manager of two private  investment  partnerships and an offshore
     investment  fund, and Harvey Eisen,  in his capacity as managing  member of
     BOA, are deemed to have beneficial ownership of the 1,256,400 shares.

(3)  Includes shares which may be acquired pursuant to stock options exercisable
     within  60  days  of  May 1,  2003:  Dr.  Borsting  (122,500);  Mr.  Knight
     (110,000);  Dr. Krasno  (90,000);  Mr.  Flanzraich  (96,875);  Dr.  Lipsett
     (90,000);   Dr.  Pierre  (78,125);   Mr.  Strait  (75,000);  Mr.  Pfenniger
     (450,000); and Mr. Fernandez (205,000).

(4)  Includes (a) 402,500 shares which may be acquired pursuant to stock options
     held by Dr.  Frost  exercisable  within  60 days  of May 1,  2003,  and (b)
     3,971,028  shares held by Frost-Nevada  Investments  Trust (the "Trust") of
     which Dr. Frost is the sole trustee and Frost-Nevada,  Limited  Partnership
     is the sole and  exclusive  beneficiary.  The  Trust's  principal  business
     address is 4400 Biscayne  Boulevard,  Miami,  Florida  33137.  Dr.  Frost's
     business address is 4400 Biscayne Boulevard, Miami, Florida 33137.

(5)  Includes shares described in footnotes (3) and (4) as beneficially owned.


                                       40



Item 13. Certain Relationships and Related Transactions.


     The  Company  currently  occupies   approximately  13,849  square  feet  of
administrative  offices in Miami,  Florida which are owned by IVAX  Corporation.
The lease  between the Company and IVAX may be terminated on 180 days notice and
provides for an annual rental of $311,609.  Dr. Frost, the Chairman of the Board
and a principal  shareholder of the Company,  is also the Chairman of the Board,
Chief Executive Officer and a principal shareholder of IVAX and Neil Flanzraich,
a  director  of the  Company,  is Vice  Chairman  and  President  of  IVAX.  Mr.
Pfenniger,  the  Company's  Chief  Executive  Officer and a director,  is also a
director of IVAX.

     Carolyn Orr, the  sister-in-law of Dr. Frost, is employed by the Company as
Legal/Compliance  Specialist with an annual compensation of $72,500. Ms. Orr has
been granted options to purchase 32,200 shares of our common stock.

Item 14. Controls and Procedures.

     Within  90  days  prior  to the  date  of  this  report,  we  completed  an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and  procedures  are  effective to ensure that all material
information  relating  to us and our  consolidated  subsidiaries  required to be
included  in this  quarterly  report  has  been  made  known to them in a timely
fashion.  However,  that conclusion should be considered in light of the various
limitations   described  below  on  the  effectiveness  of  those  controls  and
procedures,  some of which pertain to most if not all business enterprises,  and
some of which arise as a result of the nature of our business.

     Our management,  including our Chief Executive  Officer and Chief Financial
Officer,  does not expect  that our  disclosure  controls  and  procedures  will
prevent all error and all improper conduct. A control system, no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance  that all control  issues and instances of improper
conduct,  if any, have been  detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty, and that breakdowns
can occur  because of simple  error or mistake.  Additionally,  controls  can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.

     Further,  the design of any system of  controls  also is based in part upon
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.


     No  significant  changes  were made in our  internal  controls  or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation.


                                       41




                                     PART IV


Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

          (a)(1) Financial Statements

     The following consolidated financial statements are filed as a part of this
report:

               Report of Independent Certified Public Accountants

               Consolidated Balance Sheets

               Consolidated Statements of Operations

               Consolidated Statements of Changes in Stockholders' Equity

               Consolidated Statements of Cash Flows

               Notes to Consolidated Financial Statements

     All of the financial  statement  schedules have been omitted because of the
absence of the conditions  under which they are required or because the required
information is included in the  consolidated  financial  statements or the notes
thereto.


          (a)(3) Exhibits

Exhibit
Number      Description                           Method of Filing
-------     -----------                           ----------------
  2.1       Agreement and Plan of Merger          Incorporated  by  reference to
            dated March 26, 2003, by and          our Form 8-K  dated  March 26,
            among Career Education 2003.          2003.
            Corporation, Marlin Acquisition
            Corporation and Whitman
            Education Group, Inc.

  3.1       Articles of Incorporation             Incorporated  by  reference to
                                                  our Form 10-Q for the  quarter
                                                  ended September 30, 1997.

  3.2       By-Laws, as amended                   Incorporated  by  reference to
                                                  our  Report  on Form  10-K for
                                                  the year ended March 31, 1999.

 10.1       Registration Rights Agreement         Incorporated  by  reference to
            dated as of April 6, 1992             our   Report   on   Form   8-K
                                                  dated  April 6, 1992.


 10.2       Amended and Restated 1986             Incorporated  by  reference to
            Directors and Consultants Stock       our Registration  Statement on
            Option Plan                           Form S-8  filed  September  9,
                                                  1992.

 10.3       1992 Incentive  Stock Option Plan,    Incorporated  by  reference to
            as amended                            our  Proxy  Statement  for the
                                                  Annual Meeting of Shareholders
                                                  held on November 19, 1992.

                                       42


 10.4       Whitman Education Group, Inc.         Incorporated  by  reference to
            1996 Stock Option Plan, as amended    our Form 10-Q for the  quarter
                                                  ended June 30, 1997.

 10.5       Form of Security Agreement, dated     Incorporated  by  reference to
            May 20, 1999, by each of Colorado     our  Report  on  Form 10-K for
            Technical University, Inc.,           the year ended March 31, 1999.
            MDJB, Inc., Sanford-Brown College,
            Inc. and Ultrasound Technical
            Services, Inc. in favor of Merrill
            Lynch Business Financial Services,
            Inc.

 10.6       Form of Unconditional Guaranty,       Incorporated  by  reference to
            dated May 20, 1999 by each of         our  Report on  Form  10-K for
            Colorado Technical University,        the year ended March 31, 1999.
            Inc., MDJB, Inc., Sanford-Brown
            College, Inc. and Ultrasound
            Technical Services, Inc. in
            favor of Merrill Lynch Business
            Financial Services, Inc.

 10.7       WCMA Loan and Security Agreement      Incorporated  by  reference to
            dated May 20, 1999, by and between    our  Report  on Form  10-K for
            Merrill Lynch Business Financial      the year ended March 31, 1999.
            Services, Inc. and Whitman
            Education Group, Inc.

 10.8       Term Loan and Security Agreement      Incorporated  by  reference to
            dated March 21, 2001, by and between  our  Report  on Form  10-K for
            Merrill Lynch Business Financial      the year ended March 31, 2001.
            Services, Inc. and Whitman
            Education Group, Inc.

 10. 9      Collateral Installment Note dated     Incorporated  by  reference to
            March 21, 2001, by and between        our  Report  on Form  10-K for
            Merrill Lynch Business Financial      the year ended March 31, 2001.
            Services, Inc. and Whitman
            Education Group, Inc.

 10.10      Form of Unconditional Guaranty,       Incorporated  by  reference to
            dated March 21, 2001 by each of       our Report on  Form  10-K  for
            Colorado Technical University, Inc.,  the year ended March 31, 2001.
            CTU Corporation (f/k/a MDJB, Inc.),
            Sanford-Brown College, Inc. and
            Ultrasound  Technical Services, Inc.
            in favor of Merrill Lynch Business
            Financial Services, Inc.


                                       43




 10.11      Form of Security Agreement dated      Incorporated  by  reference to
            March 21, 2001 by each of Colorado    our  Report  on Form  10-K for
            Technical University, Inc., CTU       the year ended March 31, 2001.
            Corporation (f/k/a MDJB, Inc.),
            Sanford-Brown College, Inc. and
            Ultrasound Technical Services,
            Inc. in favor of Merrill Lynch
            Business Financial Services, Inc.

 10.12      Richard C. Pfenniger Stock Option     Incorporated  by  reference to
            Agreement                             our  Report  on Form  10-K for
                                                  the year ended March 31, 2002.

 10.14      Letter agreement dated December 4,    Incorporated  by  reference to
            2002 by and between Merrill Lynch     our  Report  on Form  10-Q for
            Business Financial Services, Inc.     the  quarter  ended   December
            and Whitman Education Group, Inc.     31, 2002.

 10.15      Lease dated as of February 28 ,1997,  Incorporated  by  reference to
            by and between Whitman Education      our Report on Form  8-K  dated
            Group, Inc. and IVAX Corporation      March 25, 2003.

 21         Subsidiaries                          Incorporated  by  reference to
                                                  our  Report  on Form  10-K for
                                                  the year ended March 31, 1996.

 23.1       Consent of Ernst & Young LLP          Filed herewith.

 99.1       Certification of Chief Executive      Filed herewith.
            Officer

 99.2       Certification of Chief Financial      Filed herewith.
            Officer
_______________________


     Certain  exhibits and schedules to this  document have not been filed.  The
     Registrant  agrees to furnish a copy of any omitted  schedule or exhibit to
     the Securities and Exchange Commission upon request.

     (b)  Reports on Form 8-K

     On March 25,  2003,  Whitman  filed a Current  Report on Form 8-K.  In that
report,  Whitman furnished  information  relating to an office lease dated as of
February  28,  1997,  by and between  Whitman  Education  Group,  Inc.  and IVAX
Corporation.

     On March 28,  2003,  Whitman  filed a Current  Report on Form 8-K.  In that
report  Whitman  announced the signing of the Agreement and Plan of Merger dated
March 26, 2003, by and among Career Education  Corporation,  Marlin  Acquisition
Corporation and Whitman.


                                       44



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                    WHITMAN EDUCATION GROUP, INC.
                                    By: /s/ FERNANDO L. FERNANDEZ
                                      ----------------------------
                                        Fernando L. Fernandez
                                        Vice President-Finance, Chief Financial
                                        Officer, Secretary and Treasurer

Dated:  May 29, 2003

     Pursuant to the requirements of the Securities Act of 1934, this Report has
been signed below by the  following  persons on behalf of the  registrant in the
capacities and on the dates indicated.

Signatures                           Title                           Date
----------                          -------                         ------

/s/PHILLIP FROST, M.D.         Chairman of the Board                May 29, 2003
-----------------------------
   Phillip Frost, M.D.

/s/RICHARD C. PFENNIGER, JR.   Vice Chairman of the Board           May 29, 2003
-----------------------------  and Chief Executive Officer
   Richard C. Pfenniger, Jr.   (Principal Executive Officer)

/s/FERNANDO L. FERNANDEZ       Vice President, Chief Financial      May 29, 2003
-----------------------------  Officer, Secretary and Treasurer
   Fernando L. Fernandez       (Principal Financial and Accounting
                               Officer)

/s/JACK R. BORSTING, Ph.D.     Vice Chairman of the Board           May 29, 2003
-----------------------------
   Jack R. Borsting, Ph.D.

/s/PETER S. KNIGHT             Director                             May 29, 2003
-----------------------------
   Peter S. Knight

/s/LOIS F. LIPSETT, Ph.D.      Director                             May 29, 2003
-----------------------------
   Lois F. Lipsett, Ph.D.

/s/RICHARD M. KRASNO, Ph.D.    Director                             May 29, 2003
-----------------------------
   Richard M. Krasno, Ph.D.

/s/PERCY A. PIERRE, Ph.D.      Director                             May 29, 2003
-----------------------------
   Percy A. Pierre, Ph.D.

/s/NEIL FLANZRAICH             Director                             May 29, 2003
-----------------------------
   Neil Flanzraich

/s/A. MARVIN STRAIT, C.P.A.    Director                             May 29, 2003
-----------------------------
   A. Marvin Strait, C.P.A.


                                       45


                                  CERTIFICATION

I, Richard C. Pfenniger, Jr., certify that:

1.   I have reviewed this annual report on Form 10-K of Whitman Education Group,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

May 29, 2003                                     By:/s/RICHARD C. PFENNIGER, JR.
                                                   -----------------------------
                                                    Richard C. Pfenniger, Jr.
                                                    Chief Executive Officer


                                       46


                                  CERTIFICATION

I, Fernando L. Fernandez, certify that:

1.   I have reviewed this annual report on Form 10-K of Whitman Education Group,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


May 29, 2003                                    By:/s/ FERNANDO L. FERNANDEZ
                                                  ------------------------------
                                                   Fernando L. Fernandez.
                                                   Vice President-Finance, Chief
                                                   Financial Officer,
                                                   Treasurer and Secretary

                                       47



                 Whitman Education Group, Inc. And Subsidiaries
                        Consolidated Financial Statements
                                 March 31, 2003


                                    CONTENTS

                                                                          Page
                                                                         -----
Report of Independent Certified Public Accountants.............           F- 2
Consolidated Balance Sheets....................................           F- 3
Consolidated Statements of Operations..........................           F- 4
Consolidated Statements of Changes in Stockholders' Equity.....           F- 5
Consolidated Statements of Cash Flows..........................           F- 6
Notes to Consolidated Financial Statements.....................           F- 8


                                      -F 1-




               Report of Independent Certified Public Accountants


The Board of Directors and Stockholders
Whitman Education Group, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Whitman
Education  Group,  Inc. and  subsidiaries  as of March 31, 2003 and 2002 and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three  years in the period  ended  March 31,  2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Whitman Education
Group,  Inc. and  subsidiaries at March 31, 2003 and 2002, and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period  ended March 31,  2003,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

As discussed in Note 1 to the  consolidated  financial  statements,  in 2001 the
Company  changed its method of revenue  recognition  for certain fees  effective
April 1, 2000.


                                                       /s/    ERNST & YOUNG LLP



Miami, Florida
May 16, 2003

                                      -F 2-



                 Whitman Education Group, Inc. and Subsidiaries
                           Consolidated Balance Sheets

                                                           March 31,
                                               ---------------------------------
                                                     2003              2002
                                               ---------------   ---------------
 Assets
 Current assets:
      Cash and cash equivalents..............   $ 25,214,854      $ 14,010,878
      Accounts receivable, net...............     26,907,255        23,425,589
      Inventories............................      2,091,909         1,633,917
      Deferred tax assets, net...............      2,895,336         3,342,026
      Other current assets...................      2,092,734         2,273,607
                                               ---------------   ---------------
         Total current assets................     59,202,088        44,686,017
 Property and equipment, net.................     11,181,458        10,804,417
 Deposits and other assets...................      2,099,268         2,296,002
 Goodwill, net...............................      9,288,622         9,288,622
                                               ---------------   ---------------
         Total assets........................   $ 81,771,436      $ 67,075,058
                                               ===============   ===============

 Liabilities and Stockholders' Equity
 Current liabilities:
      Accounts payable.......................   $  2,407,830      $  1,716,674
      Accrued expenses.......................      8,263,870         6,749,811
      Current portion of capitalized lease
         obligations.........................      1,223,395         1,781,501
      Current portion of capital expenditure
         note payable........................      1,300,000         1,300,000
      Deferred tuition revenue...............     27,962,885        23,269,177
                                               ---------------   ---------------
         Total current liabilities...........     41,157,980        34,817,163
 Capitalized lease obligations...............      1,351,455         2,815,136
 Capital expenditure note payable............      3,358,333         4,658,333
 Deferred tax liability......................      1,642,265         1,057,789
 Commitments and contingencies
 Stockholders' equity:
      Common stock, no par value; authorized
         100,000,000 shares; issued
         15,113,759 shares in 2003 and
         14,262,648 shares in 2002;
         outstanding 14,678,965 shares
         in 2003 and 13,827,854 shares
         in 2002.............................     25,902,278        23,198,153
      Additional paid-in capital.............      1,124,874           805,309
      Retained earnings (accumulated
         deficit)............................      7,234,251          (276,825)
                                               ---------------   ---------------
       Total stockholders' equity............     34,261,403        23,726,637
                                               ---------------   ---------------
       Total liabilities and stockholders'
         equity..............................   $ 81,771,436      $ 67,075,058
                                               ===============   ===============



                 See accompanying notes to financial statements.

                                      -F 3-



                 Whitman Education Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations

                                                Year Ended March 31,
                                     -------------------------------------------
                                         2003            2002           2001
                                     -------------- -------------  -------------

Net revenues.....................    $ 109,795,556  $ 91,926,806   $ 79,629,315

Costs and expenses:
  Instructional and educational
   support.......................       64,478,968    58,470,054     52,670,430
  Selling and promotional........       15,765,424    14,425,245     14,312,141
  General and administrative.....       16,137,637    13,971,977     12,070,282
  Merger related expenses........          502,654             -              -
                                     -------------- -------------  -------------

Total costs and expenses.........       96,884,683    86,867,276     79,052,853
                                     -------------- -------------  -------------

Income from operations...........       12,910,873     5,059,530        576,462
Other (income) and expenses:
  Interest expense...............          714,904       932,083      1,142,886
  Interest income................         (369,226)     (369,280)      (334,983)
Loss on Huron investment.........                -             -      1,164,613
                                     -------------- -------------  -------------

Income (loss) before income tax
  provision (benefit) and
  cumulative effect of change in
  accounting principle...........       12,565,195     4,496,727     (1,396,054)
Income tax provision (benefit)...        5,054,119     1,895,196       (538,159)
                                     -------------- -------------  -------------

Income (loss) before cumulative
  effect of change in accounting
  principle......................        7,511,076     2,601,531       (857,895)
Cumulative effect of change in
  accounting principle, net of
  tax benefit of $375,981........                -             -       (563,971)
                                     -------------- -------------  -------------
Net income (loss)................    $   7,511,076  $  2,601,531   $ (1,421,866)
                                      ============= =============  =============

Basic income (loss) per share:
Income (loss) before cumulative
  effect of change in accounting
  principle......................    $        0.53  $       0.19   $      (0.07)
Cumulative effect of change in
  accounting principle, net of
  tax............................                -             -          (0.04)
                                     -------------- -------------  -------------
Net income (loss) ...............    $        0.53  $       0.19   $      (0.11)
                                     ============== =============  =============
Diluted income (loss) per share:
Income (loss) before cumulative
  effect of change in accounting
  principle......................    $        0.49  $       0.18   $      (0.07)
Cumulative effect of change in
  accounting principle, net of
  tax............................                -             -          (0.04)
                                     -------------- -------------  -------------
Net income (loss) ...............    $        0.49  $       0.18   $      (0.11)
                                     ============== =============  =============

Weighted average common shares
  outstanding:
  Basic..........................       14,116,848    13,696,354     13,370,030
                                     ============== =============  =============
  Diluted........................       15,435,490    14,318,169     13,370,030
                                     ============== =============  =============



                 See accompanying notes to financial statements.

                                     -F 4-




                 Whitman Education Group, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
                    Years Ended March 31, 2003, 2002 and 2001


                                                        Retained
                  Common                   Additional   Earnings
                  Shares        Common       Paid-In   (Accumulated
                  Outstanding    Stock       Capital     Deficit)     Total
                  ----------- ----------- -----------  ----------- -------------

Balance at March
  31, 2000.......  13,412,455 $22,067,271  $  674,173 $(1,456,490) $ 21,284,954

Repurchase of
 treasury shares      (90,000)   (127,935)          -           -      (127,935)
Shares issued in
 connection with
 exercise of
 options.........     150,000     418,875           -           -       418,875
Shares issued in
 connection with
 stock purchase
 plan............      55,865      89,436           -           -        89,436
Shares issued in
 connection with
 401(k) employee
 match...........     114,152     300,966           -           -       300,966
Comprehensive
 loss:
 Net loss........           -           -           -  (1,421,866)   (1,421,866)
                                                                   -------------
 Comprehensive
 loss............                                                    (1,421,866)
                  ----------- ----------- -----------  ----------- -------------
Balance at March
  31, 2001.......  13,642,472  22,748,613     674,173  (2,878,356)   20,544,430

Shares issued in
 connection with
 exercise of
 options.........     159,350     387,956     131,136           -       519,092
Shares issued in
 connection with
 stock purchase
 plan............      26,032      61,584           -           -        61,584
Comprehensive
 income:
 Net income......           -           -           -   2,601,531     2,601,531
 Comprehensive
 income..........                                                  -------------
                                                                      2,601,531
                  ----------- ----------- -----------  ----------- -------------
Balance at March
 31, 2002........  13,827,854  23,198,153     805,309    (276,825)   23,726,637

Shares issued in
 connection with
 exercise of
 options.........     769,723   2,325,566     319,565           -     2,645,131
Shares issued in
 connection with
 stock purchase
 plan............      15,176      73,288           -           -        73,288
Shares issued in
 connection with
 401(k) employee
 match...........      66,212     305,271           -           -       305,271
Comprehensive
 income:
 Net income......           -           -           -   7,511,076     7,511,076
                                                                   -------------
 Comprehensive
 income..........                                                     7,511,076
                  ----------- ----------- -----------  ----------- -------------

Balance at March
  31, 2003.......  14,678,965 $25,902,278  $1,124,874 $ 7,234,251  $ 34,261,403
                   ========== =========== ===========  =========== =============




                 See accompanying notes to financial statements.

                                     -F 5-



                 Whitman Education Group, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows


                                                    Year Ended March 31,
                                      ------------------------------------------
                                           2003          2002          2001
                                      ------------- ------------- --------------
Cash flows from operating
 activities:
Net income (loss)..................   $ 7,511,076   $  2,601,531  $  (1,421,866)
Adjustments to reconcile net
 income (loss) to net cash provided
 by operating activities:
   Depreciation and amortization...     3,635,897      3,744,494      3,872,444
   Bad debt expense................     5,534,143      4,657,498      3,984,551
   Deferred tax provision
   (benefit).......................     1,031,166      1,457,801       (941,070)
   Loss on Huron investment........             -              -      1,164,613
 Changes in operating assets and
     liabilities:
     Accounts receivable...........    (9,015,809)    (1,948,959)    (3,919,876)
     Inventories...................      (457,992)      (117,478)      (106,990)
     Other current assets..........       180,873       (591,416)       269,199
     Deposits and other assets.....       196,734       (130,978)        21,733
     Accounts payable..............       691,156       (640,322)     1,011,258
     Accrued expenses..............     2,138,894      3,643,665     (2,324,771)
     Deferred tuition revenue......     4,693,708        769,040        910,314
                                      ------------- ------------- --------------
Net cash provided by operating
  activities.......................    16,139,846     13,444,876      2,519,539
                                      ------------- ------------- --------------

Cash flows from investing
  activities:
Purchase of property and
  equipment........................    (3,967,316)    (1,404,301)    (1,964,273)
                                      ------------- ------------- --------------
Net cash used in investing
  activities.......................    (3,967,316)    (1,404,301)    (1,964,273)
                                      ------------- ------------- --------------

Cash flows from financing
  activities:
Proceeds from line of credit and
  long-term debt...................             -        163,846     28,382,490
Principal payments on line of
  credit, long-term debt and
  capital lease obligations........    (3,367,409)    (4,535,862)   (29,482,091)
Repurchase of treasury shares......             -              -       (127,935)
Proceeds from purchases in stock
  purchase plan and exercise of
  options..........................     2,398,855        449,540        508,311
                                      ------------- ------------- --------------
Net cash used in financing
  activities.......................      (968,554)    (3,922,476)      (719,225)
                                      ------------- ------------- --------------

Increase (decrease) in cash and
  cash equivalents.................    11,203,976      8,118,099       (163,959)
Cash and cash equivalents at
  beginning of year................    14,010,878      5,892,779      6,056,738
                                      ------------- ------------- --------------
Cash and cash equivalents at end of
  year.............................   $25,214,854   $ 14,010,878  $   5,892,779
                                      ============= ============= ==============

Continued on the following page.



                 See accompanying notes to financial statements.

                                     -F 6-



                 Whitman Education Group, Inc. and Subsidiaries
               Consolidated Statements of Cash Flows - (Continued)



                                                 Year Ended March 31,
                                      ------------------------------------------
                                          2003           2002          2001
                                      ------------- ------------- --------------
Supplemental disclosures of noncash
  financing and investment
  activities:

Equipment acquired under capital
  leases...........................   $    45,622   $   1,398,068 $    2,054,462
                                      ============= ============= ==============
Value of stock issued for 401(k)
  employee match...................   $   305,270   $           - $      300,966
                                      ============= ============= ==============


Supplemental disclosures of cash
  flow information:

Interest paid......................   $   714,904   $     932,083 $    1,142,886
                                      ============= ============= ==============
Income taxes paid..................   $ 3,461,158   $     481,176  $      22,783
                                      ============= ============= ==============







                 See accompanying notes to financial statements.

                                     -F 7-



                 Whitman Education Group, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


1.   Summary of Significant Accounting Policies

Business

     The primary business of Whitman  Education Group, Inc. and its subsidiaries
("Whitman" or the "Company") is the operation of proprietary  schools offering a
range of graduate,  undergraduate and non-degree certificate or diploma programs
primarily in the fields of  healthcare,  information  technology  and  business.
Whitman's operations are conducted through its three wholly-owned  subsidiaries:
Ultrasound Technical Services, Inc. ("UDS"), Sanford Brown College, Inc. ("SBC")
and CTU Corporation,  the parent corporation of Colorado  Technical  University,
Inc. ("CTU").  The revenues generated from these subsidiaries  primarily consist
of tuition and fees paid by  students.  The  majority of students  rely on funds
received  from  federal  financial  aid  programs  under  Title IV of the Higher
Education Act of 1965, as amended ("Title IV"), to pay for a substantial portion
of their tuition.

     As an educational institution, Whitman is subject to licensure from various
accrediting  and state  authorities  and other  regulatory  requirements  of the
United States Department of Education ("Department of Education").

Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts of Whitman
Education  Group,  Inc.  and  its  wholly-owned  subsidiaries.  All  significant
intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

     Whitman considers all highly liquid short-term  investments  purchased with
an original maturity of three months or less to be cash equivalents.

Revenues, Accounts Receivable and Deferred Tuition Revenue

     Whitman  charges the student for the full contract  amount at the beginning
of the course, the academic year, or the academic term, as applicable, resulting
in the recording of an account  receivable and a corresponding  deferred tuition
revenue  liability.  The  deferred  tuition  revenue  liability  is reduced  and
recognized  into income over the term of the relevant  period being  attended by
the  student.  If a student  withdraws  from a course or program,  the  unearned
portion of the program that the student has paid for is refunded  generally on a
pro rata basis.

     Accounts  receivable  balances are reviewed no less than  quarterly for the
purpose of determining  appropriate  levels of allowance for doubtful  accounts.
Whitman  establishes  the  allowance  for doubtful  accounts  using an objective
model,  which applies  various  expected  loss  percentages  to certain  student
accounts receivable categories based on historical bad debt experience.  Whitman
charges-off  accounts  receivable  balances deemed to be  uncollectible  usually
after they have been sent to a collection agency and returned  uncollected.  All
charge-offs  are recorded as reductions in the allowance for doubtful  accounts,
with any recoveries of previously  written-off  accounts  receivable recorded as
increases to the allowance for doubtful accounts.

                                     -F 8-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


1.   Summary of Significant Accounting Policies - (Continued)


     The Securities  and Exchange  Commission  ("SEC")  issued Staff  Accounting
Bulletin No. 101, "Revenue  Recognition in Financial  Statements" ("SAB 101") in
December  1999.  Prior  to  the  release  of  SAB  101,  the  Company's  revenue
recognition  policy  was in  compliance  with  accounting  principles  generally
accepted  in the United  States of  America.  In order to conform  with SAB 101,
however,  Whitman  changed  the  method  by  which  it  recognizes  revenue  for
laboratory and registration  fees charged to a student.  Previously,  laboratory
and registration fees were recognized as revenue at the beginning of an academic
term or year, as  applicable.  As of April 1, 2000,  Whitman  began  recognizing
revenue  for  these  fees  ratably  over the life of an  education  program  and
recorded  a  cumulative   effect  of  a  change  in   accounting   principle  of
approximately  $564,000,  net of taxes of approximately  $376,000. The effect of
the change for the year ended March 31, 2001 was to decrease the loss before the
cumulative effect of a change in accounting principle by approximately $43,000.

     For the three months ended June 30, 2000,  September  30, 2000 and December
31, 2000, the Company recognized $614,000, $223,000 and $103,000,  respectively,
in revenue that was included in the cumulative  effect adjustment as of April 1,
2000. The effect of recognizing that revenue in the first and second quarter was
to decrease the net loss by approximately  $369,000 and $134,000,  respectively,
and to increase net income in the third  quarter by  approximately  $61,000 (all
net of taxes).

Inventory

     Inventory consists primarily of books,  uniforms and supplies and is valued
at the lower of cost or market using the first-in, first-out (FIFO) method.

Property and Equipment

     Property and equipment is stated at cost,  less  accumulated  depreciation.
Expenditures  for  maintenance  and repairs which do not add to the value of the
related  assets or  materially  extend  their  original  lives are  expensed  as
incurred.

     Depreciation  of property  and  equipment  is computed  principally  by the
straight-line  method over the estimated useful lives of the assets ranging from
one to ten years.  Leasehold  improvements  are  amortized  over the term of the
related leases,  which  approximates  the estimated  useful lives.  Depreciation
expense amounted to approximately $3,636,000,  $3,726,000 and $3,576,000 for the
years ended March 31, 2003, 2002, and 2001, respectively.

                                     -F 9-



                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


1.   Summary of Significant Accounting Policies - (Continued)

Goodwill

     In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statements of Financial Accounting  Standards No. 141, "Business  Combinations",
and No.  142,  "Goodwill  and Other  Intangible  Assets"  ("SFAS  141 and 142"),
effective  for fiscal years  beginning  after  December 15, 2001.  Under the new
rules,  goodwill (and intangible  assets deemed to have indefinite  lives) is no
longer amortized but is subject to annual  impairment  tests, or more frequently
if  impairment  indicators  arise.  Other  identifiable  intangible  assets will
continue to be amortized over their estimated useful lives.

     Whitman elected to early adopt the provisions of SFAS 141 and 142 effective
April 1, 2001. Prior to the release of SFAS 141 and 142,  Whitman  amortized the
goodwill   associated  with  acquisitions   using  the   straight-line   method,
principally  over  a  forty-year  period.  Application  of  the  nonamortization
provision of SFAS 142 resulted in an increase in net income of $162,000,  net of
taxes,  for the year ended March 31,  2002.  Pro forma net loss and net loss per
basic and diluted share amounts for the year ended March 31, 2001,  had SFAS 142
been  applied  retroactively,  would have been  approximately  $(1,251,000)  and
$(.09).

     During  fiscal  2003,  Whitman  performed  its  annual  impairment  test of
goodwill  in  accordance  with  SFAS  142.  As a  result  of this  test,  it was
determined  that there was no impairment  of goodwill.  As of March 31, 2003 and
2002, accumulated goodwill amortization was approximately $1,295,000.

Impairment of Long-Lived Assets

     Effective April 1, 2002, Whitman adopted Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets"  ("SFAS 144").  SFAS 144  superseded  Statement of Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to be  Disposed  Of"  ("SFAS  121") and the  accounting  and
reporting  provisions of Accounting  Principles Board Opinion No. 30, "Reporting
the Results of  Operations - Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions,"  ("APB  30")  for  the  disposal  of a  segment  of  a  business.
Consistent with SFAS 121, SFAS 144 requires  impairment losses to be recorded on
long-lived  assets used in operations  when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less than the assets' carrying amount. Based on current  circumstances,  Whitman
does not believe that any impairment indicators are present.

Income  (Loss) Per Common Share

     Basic  income  (loss)  before  cumulative  effect of  change in  accounting
principle,  cumulative effect of change in accounting principle,  net of tax and
net income (loss) per common share is computed using the weighted average number
of common shares  outstanding  during the period.  Diluted  income (loss) before
cumulative effect of change in accounting principle, cumulative effect of change
in accounting principle,  net of tax and net income (loss) per share is computed
using the  weighted  average  number  of common  and  common  equivalent  shares
outstanding during the period.


                                     -F 10-




                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


1.      Summary of Significant Accounting Policies - (Continued)

Advertising

     Whitman expenses advertising costs as incurred.  Advertising expense, which
is included  in selling  and  promotional  expenses,  amounted to  approximately
$9,174,000,  $8,573,000, and $8,274,000 for the years ended March 31, 2003, 2002
and 2001, respectively.

Income Taxes

     Whitman uses the liability method of accounting for income taxes.  Deferred
income  tax assets  and  liabilities  are  determined  based on the  differences
between the financial  statements and income tax basis of assets and liabilities
using  enacted  tax rates in effect  for the year in which the  differences  are
expected to reverse.

Stock-Based Compensation

     In  December  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,  "Accounting
for Stock-Based  Compensation"  ("SFAS 123"). In response to a growing number of
companies  announcing  plans to  record  expenses  for the  fair  value of stock
options,  SFAS 148 provides  alternative  methods of transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  more  prominent  and more  frequent  disclosures  in  financial
statements about the effects of stock-based compensation.  SFAS 148 is effective
for financial  statements  for annual periods ending after December 15, 2002 and
interim  periods  beginning  after  December 31,  2002.  Whitman has adopted the
amendments to SFAS 123  disclosure  provisions  required under SFAS 148 but will
continue to use the intrinsic  value method under  Accounting  Principles  Board
Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees"  ("APB 25") and
related interpretations to account for stock-based  compensation.  Under APB 25,
because the exercise  price of Whitman's  employee stock options is equal to the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense has been recognized.  As such,  Whitman's adoption of this statement has
not had any impact on its financial position or results of operations.

     Stock  options  granted  to  non-employees   have  been  accounted  for  in
accordance  with SFAS 123,  and  Emerging  Issues  Task  Force  Bulletin  96-18,
"Accounting for Equity  Instruments  that are Issued to Other Than Employees for
Acquiring,  or in  Conjunction  with Selling,  Goods or Services".  Accordingly,
compensation  expense is  determined  using the fair value of the  consideration
received or the fair value of the equity instruments  issued,  whichever is more
reliably  measured.  For the years  ended  March  31,  2003,  2002 and 2001,  no
compensation expense was incurred.


                                     -F 11-



                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


1.   Summary of Significant Accounting Policies - (Continued)

     The following  table  illustrates the effect on net income and earnings per
share if Whitman had applied the fair value  recognition  provisions of SFAS 123
to stock-based employee compensation:


                                                   Year Ended March 31,
                                      ------------------------------------------
                                           2003          2002          2001
                                      -------------  ------------  -------------
Net income (loss), as reported.....    $ 7,511,076   $ 2,601,531   $ (1,421,866)
Deduct: Total stock-based employee
  compensation expense determined
  under fair value based method for
  all awards, net of related tax
  effects..........................        760,879       858,071      1,355,882
                                      -------------  ------------  -------------

Pro forma net income (loss)........    $ 6,750,197   $ 1,743,460   $ (2,777,748)
                                      =============  ============  =============

Net income (loss) per share:
  Basic- as reported...............   $       0.53   $      0.19   $      (0.11)
                                      =============  ============  =============
  Basic- pro forma.................   $       0.48   $      0.13   $      (0.21)
                                      =============  ============  =============

  Diluted- as reported.............   $       0.49   $      0.18   $      (0.11)
                                      =============  ============  =============
  Diluted- pro forma...............   $       0.44   $      0.12   $      (0.21)
                                      =============  ============  =============

Use of Estimates

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

                                     -F 12-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


1.   Summary of Significant Accounting Policies - (Continued)

New Accounting Pronouncements

     In June 2002, the FASB issued Statement of Financial  Accounting  Standards
No. 146,  "Accounting  for Costs  Associated  with Exit or Disposal  Activities"
("SFAS 146").  SFAS 146 addresses  financial  accounting and reporting for costs
associated  with exit or disposal  activities.  This  statement is effective for
exit or disposal  activities  initiated after December 31, 2002.  Whitman is not
currently engaged in any significant exit or disposal  activities and therefore,
the adoption of SFAS 146 did not have any impact on Whitman's financial position
or results of operations.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). The interpretation  elaborates
on the existing  disclosure  requirements  for most  guarantees,  including loan
guarantees such as standby letters of credit. It also clarifies that at the time
a company issues a guarantee,  the company must  recognize an initial  liability
for the fair value,  or market value,  of the  obligations  it assumes under the
guarantee and must disclose that information in its interim and annual financial
statements.  The  provisions  related to recognizing a liability at inception of
the guarantee for the fair value of the guarantor's  obligations  does not apply
to product warranties or to guarantees accounted for as derivatives. The initial
recognition and initial  measurement  provisions apply on a prospective basis to
guarantees   issued  or  modified   after  December  31,  2002.  The  disclosure
requirements  are  effective for  financial  statements of periods  ending after
December  15,  2002.  Whitman  believes  the  adoption  of the  recognition  and
measurement  provisions  of FIN  45  will  not  have a  material  impact  on its
financial position, results of operations or cash flows.

Segment Reporting

     Statement of Financial  Accounting  Standards No. 131,  "Disclosures  about
Segments of an Enterprise and Related  Information",  establishes  standards for
the way that public  business  enterprises  report  information  about operating
segments in annual  financial  statements  and requires  that those  enterprises
report  selected  information  about  operating  segments  in interim  financial
reports.  It also establishes  standards for related  disclosures about products
and services,  geographic areas, and major customers.  Whitman is organized into
two reportable segments, the University Degree Division and the Associate Degree
Division, through three wholly-owned subsidiaries.

Reclassification

     Certain prior year amounts have been  reclassified to conform to the fiscal
year 2003 presentation.

                                     -F 13-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


2.   Merger Agreement

     On March 26, 2003, Whitman signed a definitive merger agreement with Career
Education  Corporation  ("CEC")  under which CEC will  acquire all of  Whitman's
shares  for a  combination  of cash  and  CEC  stock.  Under  the  terms  of the
agreement,  Whitman's  shareholders  will receive $6.00 in cash and $8.25 in CEC
common  stock for a total of  approximately  $14.25 per each share of our common
stock. The stock portion of the  consideration is subject to adjustment based on
CEC's average  closing  share price during a specified  period prior to closing.
The value of the stock component based on such average closing price will not be
less than $7.75, nor more than $8.75, unless CEC and Whitman agree otherwise.

     The estimated  purchase price,  including  estimated  acquisition costs, is
expected to be  approximately  $254.3  million.  The  estimated  purchase  price
includes the estimated  fair value of CEC common stock to be issued to Whitman's
shareholders  of $130.4  million,  cash to be paid to Whitman's  shareholders of
$92.7 million,  estimated  cash to be paid to Whitman's  option holders of $27.2
million,  and estimated  acquisition costs of $4.0 million.  Consideration to be
paid to  Whitman's  option  holders,  representing  the  difference  between the
exercise price and per share merger  consideration,  will be recorded by Whitman
as compensation expense in Whitman's statement of operations prior to closing as
a result of  modifications  to be made to Whitman's stock option plan in advance
of the merger.  In the fourth  quarter  ended March 31, 2003,  Whitman  incurred
professional fees of approximately  $0.5 million in connection with the proposed
merger with CEC.

     The merger agreement  contains certain  termination  provisions  including,
among  others,  the failure to receive  shareholder  approval and the failure to
obtain  required  regulatory  approvals.  In  addition,  Whitman  may  elect  to
terminate  the merger  agreement  if the value of the stock  consideration  that
Whitman's  shareholders  will receive in the merger would be less than $7.75 per
share of Whitman's common stock,  subject to CEC's right to agree to provide our
shareholders with $7.75 per share in CEC common stock.  Likewise,  CEC may elect
to  terminate  the  merger   agreement  if  the  adjusted  value  of  the  stock
consideration  would be greater than $8.75 per share of Whitman's  common stock,
subject  to  Whitman's  right to agree to accept  $8.75 per share in CEC  common
stock.

     A vote of a majority of our  outstanding  common  stock will be required to
approve the merger. The transaction is expected to close during the beginning of
the third quarter of the 2003 calendar year, and is subject to customary closing
conditions  including regulatory approvals and the approval of our shareholders.
There can be no assurance  that the  conditions  to the merger will close in the
expected time frame or at all.

3.   Divestiture of Huron University

     In August 1999,  CTU  completed  the  divestiture  of its Huron  University
campus  ("Huron")  in Huron,  South Dakota to a newly  formed  entity  ("Newco")
capitalized by several investors and members of Huron's existing management.  In
connection with the  transaction,  CTU contributed the operating assets of Huron
and  $550,000  to Newco,  and Newco  issued  to CTU units of  limited  liability
company  membership  interests and assumed  certain  liabilities  of Huron.  The
liabilities  assumed by Newco included the principal balance due of $1.1 million
under a loan  agreement.  The loan was guaranteed by Whitman,  which had a first
priority  security  interest in certain assets of Newco, and had a maturity date
of July 2005.

     Under the terms of the transaction,  the units of limited liability company
membership  interests equaled 19.9% of the total  outstanding  limited liability
company  membership  interests  in Newco.  CTU's  units  included a  liquidation
preference  right and the same  voting  privileges  as all other  units  sold by
Newco.  Additionally,  Whitman  purchased  for  $110,000 a warrant to acquire 20
units of  limited  liability  company  interests  in  Newco,  which  would  have
represented  approximately 4% of the total outstanding limited liability company
membership  interests  in Newco upon  exercise.  The  warrant had a term of five
years and had an exercise price of $10,000 per unit. The investment in Newco was
recorded at a cost of approximately  $1.2 million,  which then approximated fair
value.  No gain or loss was recorded on the  transaction.  The effective date of
the  transaction  for  accounting,  tax, and  financial  statement  purposes was
September 1, 1999.  The terms of the  transaction  were  established  through an
arm's length negotiation.

                                     -F 14-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)

3.   Divestiture of Huron University - (Continued)



     CTU's remaining investment in Huron was accounted for under the cost method
due to CTU's inability to exercise significant  influence over the operating and
financial policies of Newco. CTU's inability to exercise  significant  influence
over the  operating  and  financial  policies  of Newco was based on its limited
ownership  of only 19.9% of the voting  interests  of Newco and other  facts and
circumstances  related to its investment in Newco. For instance,  Whitman had no
representation  on the board of managers of Newco, no  participation  in Newco's
policymaking  processes,  no technological  dependency and no support of Newco's
administrative  or  accounting  services.  Additionally,  the president of Newco
owned 52% of the voting  interests of Newco and as the manager of Newco, had the
authority to act on its behalf without consent from other members.

     During the year ended March 31, 2001, Newco had a net loss of approximately
$1,884,000.

     On April 26, 2001, a not-for-profit college acquired the assets and assumed
certain liabilities of Newco. This transaction released Whitman from any further
obligations  associated with Huron,  including its guarantee of the $1.1 million
loan assumed by Newco.  Because  Whitman did not receive any proceeds  from this
transaction,   CTU  recorded  a  one-time   non-recurring   non-cash  charge  of
approximately  $1,165,000,  or $0.05 per diluted  share,  in the fiscal  quarter
ended March 31, 2001 relating to its minority ownership of Newco.

     In connection with the 1999  divestiture of Huron,  Whitman provided a loan
of $500,000 to the former  president of Huron for the purpose of investing  such
funds in Newco. The loan is due in August 2005 with monthly interest payments at
the prime rate which  commenced in October  1999.  The loan is secured by 80,000
shares of Whitman  common  stock  owned by the former  president  of Huron.  The
not-for-profit  college that  acquired  Newco has also agreed to guarantee  this
loan.  In October  2001,  the loan went into default by virtue of the failure of
the required  monthly interest  payments to be made and Whitman  accelerated all
amounts due under the loan.  In May 2002,  Whitman  received a default  judgment
against  the  not-for-profit  college  that  guaranteed  the loan and  commenced
collection efforts to enforce the judgment. In September 2002, Whitman collected
$166,000 for  principal  and interest due under the loan.  Whitman  believes the
collateral  of  80,000  shares  of  Whitman  common  stock is  adequate  for the
remaining  receivable  balance of approximately  $360,000 and has elected not to
take action against the former president of Huron at this time.

4.   Financial Aid Programs

     Approximately  70% of Whitman's  net revenues  collected  during the fiscal
year ended  March 31, 2003 were  received  from  students  who  participated  in
government  sponsored  financial aid programs under Title IV. These programs are
subject to program  review by the Department of Education.  Disbursements  under
each program are subject to  disallowance  and  repayment by the schools.  These
programs  also  require  that  Whitman  and  certain  of its  subsidiaries  meet
Standards  of  Financial   Responsibility   established  by  the  Department  of
Education.  The standards  require  Whitman and certain of its  subsidiaries  to
maintain certain financial ratios and  requirements,  all of which have been met
at March 31, 2003.

                                     -F 15-



                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


5.   Accounts Receivable

     A summary  of  activity  for the  allowance  for  doubtful  accounts  is as
follows:

                                                  Year Ended March 31,
                                         ---------------------------------------
                                            2003           2002        2001
                                         ------------- ----------- -------------
Balance at beginning of year...........  $ 6,831,074   $ 6,768,688  $ 5,672,824
Charged to expense.....................    5,534,143     4,657,498    3,984,551
Accounts charged-off during the year,
  net of recoveries....................   (5,147,205)   (4,595,112)  (2,888,687)
                                         ------------- -----------  ------------
Balance at end of year.................  $ 7,218,012   $ 6,831,074  $ 6,768,688
                                         ============= ===========  ============



6.   Property and Equipment

     Property and equipment consist of the following:


                                        Estimated              March 31,
                                      Useful Lives     -------------------------
                                       (In Years)         2003          2002
                                     ---------------   -----------  ------------

Equipment.........................        2-5          $19,426,181  $18,104,898
Leasehold improvements............        1-10           7,212,570    6,293,753
Furniture and fixtures............        7-10           5,462,339    4,842,630
Other.............................         5             2,944,423    3,049,023
                                                       ------------ -----------
                                                        35,045,513   32,290,304

Less accumulated depreciation and
   amortization...................                     (23,864,055) (21,485,887)
                                                       ------------ ------------
                                                       $11,181,458  $10,804,417
                                                       ============ ============


7.   Income Taxes

     The components of the income tax provision (benefit) are as follows:

                                                 Year Ended March 31,
                                        ----------------------------------------
                                            2003          2002          2001
                                        -----------  -------------  ------------

Current...............................   $4,022,953    $  437,395    $  26,930
Deferred..............................    1,031,166     1,457,801     (941,070)
                                        -----------  -------------  ------------
Total income tax provision (benefit)..   $5,054,119    $1,895,196    $(914,140)
                                        ===========  =============  ============


                                     -F 16-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


7.   Income Taxes - (Continued)

     The  differences  between  the  federal  statutory  income tax rate and the
effective income tax rate are summarized below:

                                                        Year Ended March 31,
                                             -----------------------------------
                                                2003        2002        2001
                                             ---------   ----------  -----------

Statutory tax rate....................          34.0%       34.0%      (34.0)%
State income taxes, net...............           5.8         4.5        (1.9)
Permanent differences.................          (0.2)        1.5        (1.5)
Change in valuation allowance.........           0.3         2.2           -
Other, net............................           0.3        (0.1)       (1.7)
                                             ---------   ----------  -----------

Effective tax rate....................          40.2%       42.1%      (39.1)%
                                             =========   ==========  ===========


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


                                                                March 31,
                                                       -------------------------
                                                           2003         2002
                                                       ------------ ------------
  Current deferred tax assets:
     Accrued expenses..............................    $   128,000  $   332,000
     Reserves and allowances.......................      2,467,000    2,274,000
     Unrealized depreciation in investments........         95,000      130,000
     Rent leveling.................................        134,000       98,000
     Tax credits...................................              -      408,000
     Net operating loss carryforwards..............        233,000      295,000
     Capital loss carryfowards.....................        180,000      167,000
                                                       ------------ ------------
  Total current deferred tax assets before
   valuation allowance.............................      3,237,000    3,704,000
     Valuation allowance...........................       (134,000)    (100,000)
                                                       ------------ ------------
  Total current deferred tax assets................      3,103,000    3,604,000
                                                       ------------ ------------

  Current deferred tax liability:
    Prepaid expenses and other.....................       (208,000)    (262,000)
                                                       ------------ ------------
  Total current deferred tax liability.............       (208,000)    (262,000)
                                                       ------------ ------------
  Total current deferred tax assets, net...........    $ 2,895,000  $ 3,342,000
                                                       ============ ============

  Non-current deferred tax liability:
    Amortization of goodwill.......................    $(1,359,000) $(1,092,000)
    Depreciation...................................       (283,000)      34,000
                                                       ------------ ------------
  Total non-current deferred tax liability.........    $(1,642,000) $(1,058,000)
                                                       ============ ============

                                     -F 17-




                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


7.   Income Taxes - (Continued)

     SFAS 109, "Accounting for Income Taxes",  requires a valuation allowance to
reduce the deferred tax assets reported if, based on the weight of the evidence,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  After consideration of all of the evidence, both positive
and negative,  management has determined that a $134,000 valuation  allowance at
March 31, 2003 is necessary to reduce the deferred tax assets to the amount that
will more likely than not be  realized.  The  valuation  allowance  increased by
$34,000 in fiscal 2003, $100,000 in fiscal 2002, and $0 in fiscal 2001. At March
31,  2003,  Whitman  has no  remaining  available  federal  net  operating  loss
carryforwards.  At March 31,  2003,  Whitman  has  available  various  state net
operating loss carryforwards approximating $6,419,000 expiring in the years 2011
through 2023.  Whitman has approximately  $478,000 in capital loss carryforwards
which begin to expire in 2004.

8.   Debt

     On May 28, 1999,  Whitman entered into an $8.5 million line of credit which
is secured by all of the assets of  Whitman.  The  interest  rate on the line of
credit is  variable  and is equal to the sum of 2.90% and the 30-day  commercial
paper rate.  The line of credit  contains  certain  covenants,  that among other
things, require maintenance of minimum levels of tangible net worth and net cash
flow.  The line of credit also  contains a  restriction  that  limits  Whitman's
ability to acquire other entities at a cost in excess of $1.5 million.

     On March 21,  2001,  Whitman  restructured  the $8.5 million line of credit
into a $6.5  million  capital  expenditure  term note and a $2.0 million line of
credit. In June 2002, Whitman increased the line of credit to $3.5 million.  The
$6.5 million capital  expenditure term note was established to provide long term
capital expenditure financing for Whitman's  investments in property,  plant and
equipment acquired in prior years. The capital  expenditure term note is payable
in seven monthly installments of interest only commencing on April 21, 2001, and
thereafter 52 monthly  installments  of principal  and interest,  with a balloon
payment due April 2006. The capital  expenditure term note is  collateralized by
property,  plant and  equipment  and all other  assets of  Whitman.  The line of
credit is also secured by all of the assets of Whitman. The interest rate of the
capital  expenditure  term note and the line of credit is  variable  and,  as of
March 31, 2002,  was equal to the sum of 2.90% and the 30-day  commercial  paper
rate. In December 2002, the interest rate on the capital  expenditure  term note
and the line of credit was reduced to the sum of 2.40% and the  one-month  LIBOR
rate.  At March 31,  2003 and 2002,  the  interest  rates  were 3.71% and 4.70%,
respectively.  The capital  expenditure term note and the line of credit contain
certain covenants,  that among other things,  require the maintenance of minimum
levels of tangible  net worth and net cash flow.  The capital  expenditure  term
note and line of credit also contain a restriction that limits Whitman's ability
to acquire  other  entities  at a cost in excess of $1.5  million.  At March 31,
2003, Whitman was in compliance with the covenants of the term note and the line
of credit. At March 31, 2003, the outstanding  balance of the line of credit was
$0 and letters of credit of $0.6  million  were  outstanding  under the facility
which  reduced the amount  available  for borrowing to $2.9 million at March 31,
2003. The maturity date of the line of credit is October 31, 2003.

     In  accordance  with the terms  under the merger  agreement  with CEC,  any
balance due under the capital  expenditure term note and the line of credit will
be repaid by CEC or Whitman at or prior to the closing of the merger.


                                     -F 18-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


8.   Debt-(Continued)

     Aggregate maturities of long-term debt at March 31, 2003 are as follows:

              Fiscal Year
              2004..................     $ 1,300,000
              2005..................       1,300,000
              2006..................       1,300,000
              2007..................         758,333
                                        -------------
              Total.................     $ 4,658,333
                                        =============

9.   Capitalized Lease Obligations

     Whitman leases equipment, furniture and fixtures and software under several
lease  agreements  which are  accounted  for as capital  leases.  The assets and
liabilities  under  capital  leases are recorded at the lower of the net present
value of the minimum lease  payments or the fair value of the asset.  The assets
are amortized over the related lease term.

     During 2003 and 2002,  Whitman entered into leases  totaling  approximately
$46,000  and  $1,398,000,  respectively,  in  connection  with the  purchase  of
equipment.  The  amortization  of  leased  assets of  approximately  $1,888,000,
$1,976,000 and  $1,225,000  for the years ended March 31, 2003,  2002, and 2001,
respectively,  is included in depreciation and amortization.  The following is a
summary of assets held under  capital  leases which are included in property and
equipment at March 31:

                                                     2003              2002
                                                 --------------    -------------
              Equipment....................       $ 8,186,929      $ 10,311,374
              Furniture and fixtures.......         1,593,435         1,816,294
              Software.....................           459,211           464,731
                                                 --------------    -------------
                                                   10,239,575        12,592,399
              Less accumulated
                amortization...............        (7,230,390)       (7,740,480)
                                                 --------------    -------------
                                                  $ 3,009,185      $  4,851,919
                                                 ==============    =============


Future  minimum lease  payments  under  capital  leases at March 31, 2003 are as
follows:

              Fiscal Year
              2004.....................................     $  1,414,689
              2005.....................................          937,138
              2006.....................................          487,437
              2007.....................................           42,862
                                                            --------------
              Total minimum lease payments.............        2,882,126
              Less amount representing interest
                (8%-13%)...............................         (307,276)
              Less amount classified as current........       (1,223,395)
                                                            ---------------
              Total long-term portion..................     $  1,351,455
                                                            ===============

                                     -F 19-



                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


10.  Employee Benefit Plan

     Whitman has a 401(k)  retirement  savings plan covering all employees  that
meet certain  eligibility  requirements.  Eligible  participating  employees may
elect to contribute up to a maximum amount of tax deferred  contribution allowed
by the Internal Revenue Code. Whitman matches a portion of such contributions up
to a maximum percentage of the employee's compensation.  Whitman's contributions
to the plan were  approximately  $363,000,  $305,000  and $301,000 for the years
ended March 31, 2003, 2002 and 2001,  respectively.  In June 2003,  Whitman will
distribute  46,347  shares of common stock to its  employees for the fiscal year
2003 matching contribution.

11.  Stock Option Plans

     Whitman has adopted stock option plans under which employees, directors and
consultants of Whitman may be issued options  covering up to 4,230,139 shares of
common  stock.  Options are granted at the fair market value of the stock at the
date of the grant,  with vesting  ranging up to five years and a maximum term of
7-10 years. A summary of stock option activity related to Whitman's stock option
plans is as follows:

                                                    Weighted
                                                    Average
                                                    Exercise           Number
                                                Price Per Share      Of Shares
                                              ------------------   -------------
     Outstanding March 31, 2000..........         $  4.16            3,815,211
     Granted.............................            2.25              708,150
     Exercised...........................            2.79             (150,000)
     Cancelled...........................            6.49             (411,811)
                                                                    ------------

     Outstanding March 31, 2001..........            3.83            3,961,550
     Granted.............................            3.62              659,500
     Exercised...........................            2.43             (159,350)
     Cancelled...........................            3.68             (352,763)
                                                                    ------------

     Outstanding March 31, 2002..........            3.86            4,108,937
     Granted.............................            6.24              318,000
     Exercised...........................            3.02             (769,723)
     Cancelled...........................            3.29             (170,675)
                                                                    ------------

     Outstanding March 31, 2003..........             4.29           3,486,539
                                                                    ============


     As required by SFAS 123, pro forma information  regarding net income (loss)
and income (loss) per share has been  determined as if Whitman had accounted for
its  employee  stock  options  under the fair value method of SFAS 123. The fair
value for these options was estimated at the date of grant using a Black-Scholes
options pricing model with the following weighted-average assumptions for fiscal
years 2003, 2002 and 2001, respectively: risk-free rates of 1.6%, 2.9% and 5.7%;
no  dividend  yields for the three  years;  volatility  factors of the  expected
market  price of  Whitman's  common  stock of 0.416,  0.394,  and  0.614;  and a
weighted-average  expected  life of the option of 7.0 years for the three years.
The  weighted-average  fair value of the stock  options  granted in fiscal years
2003, 2002 and 2001 was $2.81, $1.65 and $1.49, respectively.

                                     -F 20-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


11.  Stock Option Plans - (Continued)

     The  Black-Scholes  options  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because  Whitman's  employee  stock  options  have  characteristics
significantly  different  from  traded  options,  and  because  changes  in  the
subjective input assumptions can materially affect the fair value estimate,  the
existing models, in management's  opinion, do not necessarily provide a reliable
single measure of the fair value of its employee stock options.



     The  exercise  price of options  outstanding  at March 31,  2003  ranged as
follows:

                                      Number         Weighted Average Remaining
            Exercise Plan           Of Options        Contractual Life (Years)
            --------------         ------------      --------------------------
            $1.50 - $2.25             272,164                   3.2
            $2.26 - $3.38             981,025                   4.0
            $3.39 - $5.06             994,250                   3.3
            $5.07 - $7.59           1,144,100                   2.8
            $7.60 - $11.39             95,000                   0.6
                                   -----------
                                    3,486,539
                                   ===========


     Stock options totaling 2,845,814, 3,339,849, and 3,162,645 were exercisable
at the end of fiscal 2003,  2002 and 2001,  respectively.  Common stock reserved
for issuance under the stock option plans aggregate to 4,230,139 shares at March
31, 2003.

12.  Related Party Transactions

     Whitman  purchases  certain  textbooks  and  materials  for  resale  to its
students  from an entity that is 40% owned by  Whitman's  former  president  and
Chief  Operating  Officer.  In the fiscal years ended March 31,  2003,  2002 and
2001,  Whitman  purchased   approximately   $161,500,   $147,900,   and  $97,500
respectively, in textbooks and materials from that entity.

     In February 1996, Whitman moved its headquarters to Miami, Florida. Whitman
occupies  office  space  in a  building  owned  by IVAX  Corporation.  Whitman's
Chairman is also Chairman and Chief  Executive  Officer of IVAX  Corporation and
another of  Whitman's  directors is also a Vice  Chairman and  President of IVAX
Corporation.  Whitman's  Vice  Chairman  and Chief  Executive  Officer is also a
director of IVAX  Corporation.  Whitman  incurred rent expense of  approximately
$293,000,  $284,000 and $146,000 for fiscal years ended March 31, 2003, 2002 and
2001, respectively.


                                     -F 21-


                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


13.  Commitments and Contingencies

     Whitman leases classroom and office space under operating leases in various
buildings where the schools are located.  Certain of Whitman's  operating leases
contain rent escalation clauses.  Future minimum annual rental commitments under
noncancellable operating leases as of March 31, 2003 are as follows:


              Fiscal Year
              -----------
              2004.................................     $ 5,458,660
              2005.................................       5,124,908
              2006.................................       4,479,865
              2007.................................       3,259,518
              2008.................................       3,006,467
              Thereafter...........................       4,616,088
                                                        ------------
              Total minimum lease payments.........     $25,945,506
                                                        ============

     Rent  expense  during  fiscal  2003,   2002  and  2001  was   approximately
$6,281,000, $6,080,000, and $6,035,000, respectively.


     In fiscal 2003 Whitman entered into financing agreements to acquire capital
equipment totaling approximately $46,000. In fiscal 2003,  approximately $46,000
of capital  equipment was financed under these agreements and are included under
capitalized  lease  obligations.  At March 31,  2003,  Whitman  had  $575,000 of
letters of credit outstanding.


     Whitman  is a party  to  routine  litigation  incidental  to its  business,
including but not limited to, claims involving students or graduates and routine
employment  matters.  While there can be no assurance as to the ultimate outcome
of any such litigation,  management does not believe that any pending proceeding
will result in a  settlement  or an adverse  judgment  that will have a material
adverse effect on Whitman's financial condition or results of operations.


14.  Fair Value of Financial Instruments

     The carrying  amounts of cash and cash  equivalents,  accounts  receivable,
notes payable and accounts payable and accrued  expenses  approximate fair value
because of their short duration to maturity.  The carrying  amounts of revolving
credit  facilities and the capital  expenditure  note payable  approximate  fair
value because the interest rate is tied to a quoted variable index.

                                     -F 22-



                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


15.  Earnings Per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

                                           For the Year Ended March 31,
                                    --------------------------------------------
                                        2003           2002            2001
                                    -------------  -------------  --------------
Numerator:
Income (loss) before cumulative
  effect of change in accounting
  principle.......................  $ 7,511,076     $ 2,601,531   $   (857,895)
Cumulative effect of change in
  accounting principle, net of
  tax.............................            -               -       (563,971)
                                    -------------  -------------  --------------
  Net income (loss)...............  $ 7,511,076     $ 2,601,531   $ (1,421,866)
                                    =============  =============  ==============
Denominator:
  Denominator for basic earnings
  per share -  weighted average
  shares..........................   14,116,848      13,696,354     13,370,030
Effect of dilutive securities:
  Employee stock options..........    1,318,642         621,815              -
                                    -------------  -------------  --------------
  Dilutive potential common
  shares..........................    1,318,642         621,815              -
    Denominator for diluted
     earnings per share -
     adjusted weighted
     average shares and assumed
     conversions..................   15,435,490      14,318,169      13,370,030
                                    =============  =============  ==============

Basic income (loss) before
  cumulative effect of change in
  accounting principle............  $      0.53     $      0.19   $       (0.07)
Cumulative effect of change in
  accounting principle, net of
  tax.............................            -               -           (0.04)
                                    -------------  -------------  --------------
Basic net income (loss) per
  share...........................  $      0.53     $      0.19   $       (0.11)
                                    =============  =============  ==============

Diluted income (loss) before
  cumulative effect of change in
  accounting principle............  $      0.49     $      0.18   $       (0.07)
Cumulative effect of change in
  accounting principle, net of
  tax.............................            -               -           (0.04)
                                    -------------  -------------  --------------
Diluted net income (loss) per
  share...........................  $      0.49     $      0.18   $       (0.11)
                                    =============  =============  ==============

                                     -F 23-




                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


16.  Segment and Related Information

     Whitman is organized into two reportable  segments,  the University  Degree
Division  and  the  Associate  Degree  Division,   through  three   wholly-owned
subsidiaries.  The University Degree Division primarily offers bachelor,  master
and doctorate  degrees  through CTU. The  Associate  Degree  Division  primarily
offers associate degrees and diplomas or certificates through SBC and UDS.

     Whitman's  revenues are not  materially  dependent on a single  customer or
small group of customers.

     Summarized financial information concerning the Whitman reportable segments
is shown in the following table:

                                              For the Year Ended March 31,
                                    --------------------------------------------
                                        2003            2002           2001
                                    -------------  -------------  --------------
 Net revenues:
    Associate Degree Division.....  $ 87,559,522   $ 71,839,438   $  60,084,422
    University Degree Division....    22,236,034     20,087,368      19,544,893
                                   -------------  -------------  --------------
    Total.........................  $109,795,556   $ 91,926,806   $  79,629,315
                                    =============  =============  ==============

 Income (loss) before income
   tax provision (benefit) and
   cumulative effect of change in
   accounting principle:
    Associate Degree Division.....  $ 13,944,732   $  6,524,956   $    (446,768)
    University Degree Division....     1,581,947        541,137       1,204,701
    Other.........................    (2,961,484)    (2,569,366)     (2,153,987)
                                    -------------  -------------  --------------
    Total.........................  $ 12,565,195   $  4,496,727   $  (1,396,054)
                                    =============  =============  ==============

 Capital expenditures:
    Associate Degree Division.....  $  3,543,590   $  1,711,502
    University Degree Division....       465,745      1,087,837
    Other.........................         3,603          3,030
                                    -------------  -------------
    Total.........................  $  4,012,938   $  2,802,369
                                    =============  =============

                                             March 31,
                                    ----------------------------
                                         2003          2002
                                    -------------  -------------
 Total assets:
    Associate Degree Division.....  $ 67,400,808   $ 52,709,153
    University Degree Division....    13,896,845     10,726,685
    Other.........................       473,783      3,639,220
                                    -------------  -------------
      Total.......................  $ 81,771,436   $ 67,075,058
                                    =============  =============

                                     -F 24-




                 Whitman Education Group, Inc. and Subsidiaries
            Notes to Consolidated Financial Statements - (Continued)


17.  Quarterly Financial Data (Unaudited)

     Summarized  unaudited  quarterly  financial data for the fiscal years ended
March 31, 2003 and 2002 are as follows:


                                                   2003
                         -------------------------------------------------------
                            First       Second         Third           Fourth
                         ------------ ------------- -------------  -------------
Net revenues             $25,424,115   $25,349,696   $28,951,285    $30,070,460
Income from operations     2,460,611     1,199,375     4,510,468      4,740,419
Net income                 1,421,817       658,683     2,609,485      2,821,091
Net income per share:
  Basic                  $      0.10   $      0.05   $      0.18    $      0.19
  Diluted                $      0.09   $      0.04   $      0.17    $      0.17

                                                   2002
                         -------------------------------------------------------
                            First        Second        Third           Fourth
                         ------------ ------------- -------------  -------------

Net revenues             $20,518,116   $21,384,299   $24,369,149    $25,655,242
Income from operations       320,976       211,418     2,338,916      2,188,220
Net income                    97,027        29,627     1,328,886      1,145,991
Net income per share:
  Basic                  $      0.01   $      0.00   $      0.10    $      0.08
  Diluted                $      0.01   $      0.00   $      0.09    $      0.08

                                     -F 25-