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, 2009





[ 
      ]
            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 1600


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
June 9, 2009,we
are authorized to issue up to100,000,000 at U.S. $0.001 par value per share, of which 11,948,445 common
shares are currently issued and outstanding.




























TABLE
OF CONTENTS








PART
      I - FINANCIAL INFORMATION
                                                                            3Item
      1.  Financial Statements
                                                                            3Consolidated
      Balance Sheets at
                                                                              April
      30, 2009 (unaudited) and October 31, 2008
                                                                            3Consolidated
      Statements of Operations for the three and six
      months  ended
                                                                              April
      30, 2009 and 2008 (unaudited)
                                                                            4Consolidated
      Statements of Cash Flows for the
                                                                              six
      months ended
                                                                              April
      30, 2009 and 2008 (unaudited)
                                                                            5Notes
      to Consolidated Financial Statements (unaudited)
                                                                            6Item
      2.  Plan of Operation
                                                                            7Item
      4T.  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
                                                                            10





2





PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements





WESTERGAARD.COM,
      INC.CONSOLIDATED
      BALANCE SHEETSAPRIL
      30, 2009 and OCTOBER 31, 20082009
                          
                          
                          2008(unaudited)ASSETSCurrent
      assets:Cash
                          
                          $
                          -
                          
                          
                          $
                          -Total
      current assets
                          
                          
                          -
                          
                          
                          
                          -Total
      assets
                          
                          $
                          -
                          
                          
                          $
                          -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                          
                          $
                          766,461
                          
                          
                          $
                          752,841Total
      current liabilities
                          
                          
                          766,461
                          
                          
                          
                          752,841Stockholders'
      deficitCommon
      stock, par value $0.001, 100,000,000
                          
                          
                          11,948
                          
                          
                          
                          11,948authorized
      11,948,445 issued and outstanding atApril
      30, 2009 and October 31, 2008, respectivelyAdditional
      paid in capital
                          
                          
                          2,954,960
                          
                          
                          
                          2,954,960Accumulated
      deficit
                          
                          
                          (3,733,369
                          )
                          
                          
                          (3,719,749
                          )Total
      stockholders' deficit
                          
                          
                          (766,461
                          )
                          
                          
                          (752,841
                          )Total
      liabilities and stockholders' deficit
                          
                          $
                          -
                          
                          
                          $
                          -





See
Accompanying Notes to Consolidated Financial Statements












3







WESTERGAARD.COM,
      INC.CONSOLIDATAED
      STATEMENTS OF OPERATIONSFOR
      THREE AND SIX MONTHS ENDINGAPRIL
      30, 2009 and 2008(Unaudited)Three
      Months Ended
                    
                    
                    Six Months
      EndedApril
      30,
                    
                    
                    April
      30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Expenses:General
      and administrative
                    
                    $
                    4,645
                    
                    
                    $
                    374
                    
                    
                    $
                    13,620
                    
                    
                    $
                    4,593Total
      expenses
                    
                    
                    4,645
                    
                    
                    
                    374
                    
                    
                    
                    13,620
                    
                    
                    
                    4,593Net
      income (loss)
                    
                    $
                    (4,645
                    )
                    
                    $
                    (374
                    )
                    
                    $
                    (13,620
                    )
                    
                    $
                    (4,593
                    )Net
      income (loss) per ShareBasic
      and diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      average sharesoutstandingbasic
      and diluted
                    
                    
                    11,948,445
                    
                    
                    
                    11,948,445
                    
                    
                    
                    11,948,445
                    
                    
                    
                    11,948,445















See
Accompanying Notes to Consolidated Financial Statements


4







WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF CASHFLOWSSIX
      MONTHS ENDED APRIL 30, 2009 and 2008(Unaudtied)2009
                
                
                2008Cash
      flows from operating activities:Net
      loss
                
                $
                (13,620
                )
                
                $
                (4,593
                )Changes
      in current assets and liabilities:Accounts
      payable and accrued expenses
                
                
                13,620
                
                
                
                4,593Net
      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





NOTE 1 –
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, 2008. Results of operations for the three and six months ended April 30,
2009, are not necessarily indicative of the operating results for the full
accounting year or any future period.





NOTE 2 -
FINANCIAL CONDITION AND GOING CONCERN







At April
30, 2009, our accumulated deficit was approximately $3,733,000.  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  business operations. Currently, we have no
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 3 –
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).


6


Item
2





PLAN 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, 2009 and
2008.





REVENUE.





Total
revenues for the three months ended April 30, 2009 were $0.  This was
unchanged from our net revenues for the three months ended April 30,
2008.  Total revenues for the six months ended April 30, 2009 were
$0.  This was unchanged from our net revenues for the six months ended
April 30, 2008.











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 April 30, 2009, were approximately $4,600.
 This was an increase of approximately $4,200 from our total costs of
approximately $400 for the three months ended April 30, 2008. For the six
months ended April 30, 2009, operation expenses were approximately $13,600.
 This was an increase of approximately $9,000 or approximately 195% from
our total operating costs of approximately $4,600 for the six months ended April
30, 2008.





LIQUIDITY AND CAPITAL
RESOURCES.





We have
incurred losses since inception, and at the end of the six months ended April
30, 2009, had an accumulated deficit of approximately $3,733,000. 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 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
4T.  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 President and 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 President and 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 their
evaluation, our management concluded that our disclosure controls and procedures
are effective at the reasonable assurance level as of the end of the period
covered by this report.





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.








8








(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, 2008, management concluded that our
internal control over financial reporting was effective as of October 31,
2008.  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


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.





ITEM
5.                   
OTHER INFORMATION








(a)
            Not
      applicable.





(b)
            Not
      applicable.





ITEM
6.                  
EXHIBITS





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





Exhibit
      Number
              Description3.1
              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 President required by Rule 13a-14/15d-14(a) under the Exchange
      Act31.2
              Certification
      of Principal Financial Officer Pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1
              Certification
      of President and Principal Financial Officer Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.











10








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 9,
2009





By:
Westergaard.com, Inc.








/s/  Anne H.
Straton


Name:  Anne
H. Straton


Title:   President
and Principal Financial Officer











11