U.S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549





FORM 10-Q





(Mark One)





[x]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended April 30, 2010





[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______________ to _______________








Commission File Number





Westergaard.com, Inc.


(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction

of incorporation or organization)
(IRS Employer Identification No.)





Westergaard.com, Inc.


17 State Street, Suite 2000


New York, New York 10004


(212) 732-7184


(Address, including zip code, and telephone number,


including area code, of Registrant’s principal executive offices)











Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes [  ] No []








Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)





Large Accelerated Filer


Accelerated FilerNon-accelerated filer


Smaller reporting company
X








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes [X  ] No [ ]








As of June 11, 2010, we are authorized to issue up to 100,000,000 at U.S. $0.001 par value per share, of which 48,200,927 common shares are currently issued and outstanding.





























TABLE OF CONTENTS








PART I -  FINANCIAL INFORMATION
3Item 1.  Financial Statements
3Consolidated Balance Sheets at

April 30, 2010 (unaudited) and October 31, 2009
3Consolidated Statements of Operations for the three and six months  ended

April 30, 2010 and 2009 (unaudited)
4Consolidated Statements of Cash Flows for the

six months ended

April 30, 2010 and 2009 (unaudited)
5Notes to Consolidated Financial Statements (unaudited)
6Item 2.  Management’s Discussion and Analysis of Financial Condition & Results of Operation
8Item 3. Quantitative and Qualitative Disclosure About Market Risks
9Item 4.  Controls and Procedures
9PART II – OTHER INFORMATION
10Item 1.  Legal Proceedings
10Item 2.  Unregistered Sales of Equity Securities And Use Of Proceeds
10Item 3.  Defaults Upon Senior Securities
11Item 4.  Removed and Reserved
11Item 5.  Other Information
11Item 6.  Exhibits
12



































2










PART I – FINANCIAL INFORMATION





Item 1. Financial Statements











WESTERGAARD.COM, INC.CONSOLIDATED BALANCE SHEETSAPRIL 30, 2010 and OCTOBER 31, 20092010


2009(unaudited)ASSETSCurrent assets:Cash

$
-


$
-Total current assets

$
-


$
-Total assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable and accrued liabilities

$
52,754


$
44,383Total current liabilities


52,754



44,383Total liabilities


52,754



44,383Commitments and contingenciesStockholders' deficitCommon stock, par value $0.001, 100,000,000


48,201



48,201authorized 48,200,927 issued and outstanding atApril 30, 2010 and October 31, 2009, respectivelyAdditional paid in capital


3,643,758



3,643,758Accumulated deficit


(3,744,713
)


(3,736,342
)Total stockholders' deficit


(52,754
)


(44,383
)Total liabilities and stockholders' deficit

$
-


$
-





See Accompanying Notes to Consolidated Financial Statements
































3








WESTERGAARD.COM, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THREE AND SIX MONTHS ENDINGAPRIL 30, 2010 and 2009(Unaudited)Three Months Ended


Six Months EndedApril 30,


April 30,2010


2009


2010


2009Expenses:General and administrative

$
1,709


$
4,645


$
8,371


$
13,620Total expenses


1,709



4,645



8,371



13,620Net  loss

$
(1,709
)

$
(4,645
)

$
(8,371
)

$
(13,620
)Net loss per ShareBasic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average sharesoutstandingbasic and diluted


48,200,927



11,948,445



48,200,927



11,948,445





























See Accompanying Notes to Consolidated Financial Statements


4








WESTERGAARD.COM, INC.CONSOLIDATED STATEMENTS OF CASHFLOWSSIX MONTHS ENDED APRIL 30, 2010 and 2009(Unaudited)2010


2009Cash flows from operating activities:Net loss

$
(8,371
)

$
(13,620
)Changes in current assets and liabilities:Accounts payable and accrued expenses


8,371



13,620Net cash used in operating activities


-



-Net increase in cash


-



-Cash, beginning of period


-



-Cash, end of period

$
-


$
-











See Accompanying Notes to Consolidated Financial Statements










5







WESTERGAARD.COM, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)





NOTE 1 - SUMMARY OF ACCOUNTING POLICIES





Nature of business





We were incorporated under the laws of the State of Delaware on August 15, 1996, as "Westergaard Online Systems, Inc." On February 18, 1999, we formally changed our name to Westergaard.com, Inc. (the “Company”).  We commenced operations on January 1, 1996.  We initially sought to engage in the business of online publishing primarily to provide investment research on publicly traded Micro-Mid Cap companies.  The service was designed to assist in creating market liquidity and shareholder value for such companies.  We also intended to sponsor conferences focusing on Micro-Mid Cap companies.  We currently have no business or operations and are seeking to acquire, though merger or similar transaction, an operating business.





We have not had ongoing business operations since 2000.  We thus became a shell or “blank check company.”  As defined in Section 7(b) (3) of the Securities Act of 1933, a “blank check company” is one that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or an acquisition with an unidentified company or companies and is issuing "penny stock" securities as defined in Rule 3(a) (51) of the Securities Exchange Act of 1934, in that connection.  The Securities and Exchange Commission and many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies.





On July 22, 2005, we received correspondence from the Securities and Exchange Commission that we were not in compliance with our reporting requirements under Section 13(a) of the Securities Exchange Act of 1934.  One of the available responses to this letter was to terminate our registration under the Securities Exchange Act of 1934.  After several discussions with the Securities and Exchange Commission, we determined that it was in our best interest to implement such a response because we did not have an ongoing business and had not for approximately the past four years.  Accordingly, we executed an Order Instituting Proceedings, Making Findings, and Revoking Registration of Securities pursuant to Section 12(j) of the Securities Exchange of 1934 on September 8, 2005.  Pursuant to that Order, the registration of each class of our securities registered pursuant to Section 12 of the Exchange Act was revoked.  Consequently, we ceased reporting under the Securities Exchange Act of 1934.    However, we decided to once again seek, investigate, and if warranted, acquire an interest in a business opportunity.  Accordingly, we voluntarily filed a registration statement on Form 10-SB with the SEC on June 26, 2007 to once again, register our common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934.  As a result of filing such registration statement, we are obligated to file this periodic report, as well as other interim and periodic reports on an ongoing basis.





NOTE 2 – BASIS OF PRESENTATION





Our unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America for reporting interim financial information and the rules and regulations of the Securities and Exchange Commission. In management’s opinion, all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. All such adjustments are of a normal recurring nature. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2009. Results of operations for the three and six months ended April 30, 2010, are not necessarily indicative of the operating results for the full accounting year or any future period.









6






NOTE 3 - FINANCIAL CONDITION AND GOING CONCERN





On April 30, 2010, our accumulated deficit was approximately $3,745,000.  We will still require additional working capital.  We are in the process of locating a suitable merger candidate to enter into a reverse merger to continue our business operations.





These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.





NOTE 4 – CONTINGENCIES





In connection with the SEC’s review of our Web pages and certain press releases, the SEC provided us with a draft complaint alleging claims under Section 17(b) of the Securities Exchange Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and also with forms of proposed consents and judgments. In July 2000, the SEC agreed in principle not to pursue the 10(b) claim asserted against us and provided us with its final comments to the draft complaint mentioned above. The SEC comments deleted the 10(b) claim against us.  The final settlement did not provide for monetary relief but did include a permanent injunction restraining us from violating SEC Rule Section 17(b).






















7





Item 2





MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION





The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report.  The results shown herein are not necessarily indicative of the results to be expected in any future periods.  This discussion contains forward-looking statements based on current expectations, which involve uncertainties.  Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors.  Readers should also carefully review factors set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission.





Overview





Our primary activities prior to our ceasing our operations consisted of the following:





·
Developing a business model;





·
Marketing our services to smallcap companies;





·
Recruiting employees and analysts;





·
Initial planning and development of our web sites; and





·
Building of infrastructure of web sites.





However, since 2000, when we formally ceased operations, we have had no business or operations.  Recently, our management determined that it was in the best interests of our shareholders to seek an operating company to acquire.  All of our efforts are now focused on finding such an acquisition candidate, although we do not currently have any candidates identified and we have only had very preliminary negotiations regarding potential candidates.





Comparison of results for the three and six months ended April 30, 2010 and 2009.





REVENUE.





Total revenues for the three and six months ended April 30, 2010 was $0.  This was unchanged from the net revenues for the three and six months ended April 30, 2009.








OPERATING EXPENSES.





Operating expenses consist primarily of administrative costs as well as professional services and fees related to maintaining the corporate entity.  These expenses include audit and tax accounting fees and transfer agent costs.  Total operating expenses for the three months ended April 30, 2010 was approximately $1,700 as compared to roughly $4,600 for the same period in 2009.  For the six months ended April 30, 2010, total operating expenses was approximately $8,400.  This was a decrease of approximately $5,200 for our total costs of roughly $13,600 for the six months ended April 30, 2009.









8





LIQUIDITY AND CAPITAL RESOURCES.





We have incurred losses since inception and at the end of the six months ended April 30, 2010 we had an accumulate deficit of approximately $3,745,000.  Since we have been unable to generate sufficient funds from our operations to finance our expenses, we have relied upon cash that was originally raised from private financings and shareholder loans to fund our operations.  As a result, we are contemplating an acquisition of an ongoing business to increase the value of our shareholders.








Off Balance-Sheet Arrangements- NONE







ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.








ITEM 4.  CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures





We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Principal Executive Officer & Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer & Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and are effective in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure





We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain 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.








9





CEO and CFO Certifications





Attached to this quarterly report, as Exhibits 31.1 and 31.2, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission’s rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications"). This section of the quarterly report contains the information concerning the evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.




(b)
Changes in internal control over financial reporting





In our Management’s Report on Internal Control Over Financial Reporting included in our Form 10-K for the year ended October 31, 2009, management concluded that our internal control over financial reporting was effective as of October 31, 2009.  However, management did identify a significant deficiency – as described below. A significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.





Currently, we do not have sufficient in-house expertise in US GAAP reporting.  Instead, we rely very much on the expertise and knowledge of external financial advisors in US GAAP conversion.  External financial advisors have helped prepare and review the consolidated financial statements.  Although we have not identified any material errors with our financial reporting or any material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesses existing.  Once we find an adequate merger candidate, we expect to recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness and completeness in US GAAP financial reporting.  In addition, we do not believe we have sufficient documentation with our existing financial processes, risk assessment and internal controls.  We plan to work closely with external financial advisors to document the existing financial processes, risk assessment and internal controls systematically.





We believe that the remediation measures we are taking, if effectively implemented and maintained, will remediate the significant deficiency discussed above.





Except as described above, there have been no changes in our internal controls over financial reporting that occurred during the  fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

















PART II - OTHER INFORMATION








ITEM 1.                       Legal Proceedings





From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.





ITEM 2.                      Unregistered Sales of Equity Securities and Use of Proceeds





(a)
None.








(b)
Not Applicable.








(c)
Not Applicable.











10


ITEM 3.                      Defaults upon Senior Securities





(a)
Not Applicable.








(b)
Not Applicable.





ITEM 4.                  Removed and Reserved





ITEM 5.                   Other Information





(a)
Not applicable.





(b)
Not applicable.




















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ITEM 6.  EXHIBITS





(a)
The following exhibits are filed as part of this report.








Exhibit Number
Document3.1
Articles of Incorporation of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ending July 31, 2007, which was filed on September 13, 2007.)3.2
Amended and restated Bylaws of the Company (Incorporated by reference to Exhibit 2.2 to the Company’s Form 10-SB filed on March 2, 2000.)31.1
Certification of Principal Executive Officer required by Rule 13a-14/15d-14(a) under the Exchange Act31.2
Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive Officer and Principal Financial Officer  and Principal Accounting Officer  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
Certification of  Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.









































12










SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








Date:  June 11, 2010





By:  Westergaard.com, Inc.








/s/  Anne H. StratonName:  Anne H. StratonTitle:   Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer





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