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 January 31, 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 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
            (do
      not check if a smaller reporting company)
            
            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
March 8, 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
              January
      31, 2010 (unaudited) and October 31, 2009
            3Consolidated
      Statements of Operations for the three
months  ended
              January
      31, 2010 and 2009 (unaudited)
            4Consolidated
      Statements of Cash Flows for the
              three
      months ended
              January
      31, 2010 and 2009 (unaudited)
            5Notes
      to Consolidated Financial Statements (unaudited)
            6Item
      2.  Management’s Discussion and Analysis of Financial Condition
      & Results of Operation
            7Item
      3. Quantitative and Qualitative Disclosure About Market
      Risks
            8Item
      4.  Controls and Procedures
            8PART
      II – OTHER INFORMATION
            10Item
      1.  Legal Proceedings
            10Item
      2.  Unregistered Sales of Equity Securities And Use Of
      Proceeds
            10Item
      3.  Defaults Upon Senior Securities
            10Item
      4.  Submission Of Matters To A Vote Of Security
      Holders
            10Item
      5.  Other Information
            10Item
      6.  Exhibits
            11




















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PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements





WESTERGAARD.COM,
      INC.
              CONSOLIDATED
      BALANCE SHEETS
              JANUARY
      31, 2010 and OCTOBER 31, 20092010
            
            
            2009ASSETS
            
            (unaudited)Current
      assets:Cash
            
            $
            -
            
            
            $
            -Total
      assets
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            51,045
            
            
            $
            44,383Total
      current liabilities
            
            
            51,045
            
            
            
            44,383Stockholders'
      deficitCommon
      stock, par value $0.001, 100,000,000 authorized,
            
            
            48,201
            
            
            
            48,20148,200,927 and outstanding at January 31, 2010 andOctober 31, 2009 respectivelyAdditional
      paid in capital
            
            
            3,643,758
            
            
            
            3,643,758Accumulated
      deficit
            
            
            (3,743,004
            )
            
            
            (3,736,342
            )Total
      stockholders' deficit
            
            
            (51,045
            )
            
            
            (44,383
            )Total
      liabilities and stockholders' deficit
            
            $
            -
            
            
            $
            -





See
Accompanying Notes to Consolidated Financial Statements









































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-

















WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      THREE MONTHS ENDINGJANUARY
      31, 2010 and 20092010
            
            
            2009(unaudited)
            
            
            (unaudited)Expenses:General
      and administrative
            
            $
            6,662
            
            
            $
            8,975Total
      expenses
            
            
            6,662
            
            
            
            8,975Net
      loss
            
            $
            (6,662
            )
            
            $
            (8,975
            )Net
      loss per ShareBasic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average sharesoutstandingbasic
      and diluted
            
            
            48,200,927
            
            
            
            11,948,445











See
Accompanying Notes to Consolidated Financial Statements




























- 4
-

















WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF CASHFLOWSTHREE
      MONTHS ENDED JANUARY 31, 2010 and 20092010
            
            
            2009(unaudited)
            
            
            (unaudited)Cash
      flows from operating activities:Net
      loss
            
            $
            (6,662)
            
            
            $
            (8,975
            )Changes
      in current assets and liabilities:Accounts
      payable and accrued expenses
            
            
            6,662
            
            
            
            8,975Net
      cash used in operating activities
            
            
            -
            
            
            
            -Net
      decrease 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.





We have
evaluated subsequent events through the date this Report was filed.





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 months ended January 2010, are not
necessarily indicative of the operating results for the full accounting year or
any future period.








NOTE 3 -
FINANCIAL CONDITION AND GOING CONCERN





At
January 31, 2010, our accumulated deficit was approximately
$3,743,000.  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 its 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).










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-











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 months ended January 31, 2010 and 2009.





REVENUE.





Total
revenues for the three months ended January 31, 2010 were $0.  This
was unchanged from our net revenues for the three months ended January 31,
2009.





























- 7
-




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
costs for the three months ended January 31, 2010, were approximately $6,700.
 This was a decrease of approximately $2,300 from our total costs of
approximately $9,000 for the three months ended January 31, 2009.





LIQUIDITY
AND CAPITAL RESOURCES.





We have
incurred losses since inception, and at the end of the three months ended
January 31, 2010, had an accumulated deficit of approximately $3,743,000. Since
we have been unable to generate sufficient funds from our operations to finance
our expenses, we have relied upon the cash that was originally raised from
private financings and shareholder loans to fund our expenses.  As a
result, we are contemplating an acquisition of an ongoing business to increase
the value to 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




















- 8
-




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.





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.



































- 9
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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.




ITEM
3.                     
Defaults upon Senior Securities




(a)
            Not
      Applicable.(b)
            Not
      Applicable.






ITEM
4.                  
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to our security holders during the period covered by this
Report; however, we did obtain written shareholder consent (83.9% of our
shareholders consented) during the period covered by this Report to authorize
our Board of Directors to implement a reverse stock split on up to a 1:100
ratio. We filed an Information Statement on Schedule 14C, regarding the
split with the Securities and Exchange Commission on February 9, 2010 and
mailed the Statement to our shareholders on that same date.  The 14C
was effective on March 1, 2010, however the Board has not
yet determined the final ratio; once the Board does determine the final
split ratio, we shall obtain a new cusip number and we will notify our
shareholders to exchange their certificates if necessary.





ITEM
5.                  
OTHER INFORMATION




(a)
              Not
      Applicable.(b)
              Not
      Applicable.

















- 10
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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.























- 11
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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: 
March 9, 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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