ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended July 31, 2000

[  ]    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 small business issuer in its charter)


          DELAWARE                                            52-2002729
          --------                                            ----------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)


 560 West 43rd Street, New York                                   10036
-------------------------------                                   -----
(Address of principal executive offices)                        (Zip Code)


Issuer's telephone number    (212) 947-1900
                             --------------


Securities registered under Section 12(b) of the Act:         None


      Title of each class             Name of each exchange on which registered

------------------------------        -----------------------------------------

------------------------------        -----------------------------------------

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
twelve 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      .
   -----     -----

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
     PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ___________ No ___________

     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's class of
common equity, as of the last practicable date: As of June 12, 2000 the Company
had 11,948,445 shares of Common Stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): ________ _______




<PAGE>

                       CONSOLIDATED FINANCIAL STATEMENTS
                      WESTERGAARD.COM, INC. AND SUBSIDIARY

                For the nine months ended July 31, 2000 and 1999

                                   Unaudited

ITEM I.  FINANCIAL INFORMATION




                              Westergaard.com, Inc.

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                  JULY 31, 2000

                                    Unaudited

                                     ASSETS

CURRENT ASSETS
     Cash .......................................................   $ 1,048,978
     Investment in securities, at market ........................        14,062
     Accounts receivable ........................................         8,000
                                                                    -----------
              Total current assets ..............................     1,071,040

NONCURRENT ASSETS
    Property and equipment (less accumulated
       depreciation and amortization of $47,812) ................        59,153
    Other assets ................................................        16,297
                                                                    -----------
              Total assets ......................................   $ 1,146,490
                                                                    ===========



                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses .......................   $   203,833
    Due to affiliate ............................................        55,217
    Capital received in advance .................................     1,491,000
    Other liabilities ...........................................        48,130
                                                                    -----------

              Total current liabilities .........................     1,798,180

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIT) EQUITY
    Common stock, par value $.001; 100,000,000 shares authorized;
       11,916,445 shares issued and outstanding .................        11,916
    Additional paid-in capital ..................................     2,861,275
    Accumulated deficit .........................................    (3,493,006)
    Accumulated other comprehensive loss ........................       (31,875)
                                                                    -----------

              Total shareholders' deficit .......................      (651,690)
                                                                    -----------

              Total liabilities and shareholders' deficit .......   $ 1,146,490
                                                                    ===========


The accompanying notes are an integral part of these statements.


                                      -2-



<PAGE>

<TABLE>
<CAPTION>

                                                  Westergaard.com, Inc.

                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        Unaudited

                                                                  THREE MONTHS                    NINE MONTHS
                                                                 ENDED JULY 31,                  ENDED JULY 31,
                                                        ------------------------------    ----------------------------

                                                               2000          1999              2000          1999
                                                               ----          ----              ----          ----
<S>                                                     <C>              <C>              <C>              <C>
Revenues
    Member fee income, net of fees waived ..........    $     76,000     $     30,003     $    150,000     $     97,336
    Conferences, net of fees waived ................          44,000           51,000          180,480          196,468
    Interest .......................................           7,218           19,107           14,824           23,352
    Advertising ....................................             142             --              5,692             --
    Other ..........................................            --              2,439             --             15,711
                                                        ------------     ------------     ------------     ------------

         Total revenues ............................         127,360          102,549          350,996          332,867

Expenses
    Conference expense .............................          34,026           33,587           75,266           93,706
    Compensation and benefits ......................         231,932          159,669          599,569          424,516
    Professional services ..........................         175,748           68,115          277,393          167,643
    Rent and occupancy .............................          24,993           28,507           58,022           58,143
    General and administrative expenses ............         184,015           92,396          370,429          252,851
    Advertising expenses ...........................           8,025           22,273           31,769           45,873
    Financing costs ................................            --               --               --             62,200
    Interest expense ...............................             999              667            2,999            6,695
    Miscellaneous expense ..........................             299           (3,046)           4,562              615
                                                        ------------     ------------     ------------     ------------

         Total expenses ............................         660,037          402,168        1,420,009        1,112,242
                                                        ------------     ------------     ------------     ------------

         NET LOSS ..................................    $   (532,677)    $   (299,619)    $ (1,069,013)    $   (779,375)
                                                        ============     ============     ============     ============

Loss per share
    Basic and diluted ..............................    $      (0.04)    $      (0.03)    $      (0.09)    $      (0.07)

Weighted-average common shares outstanding
    Basic and diluted ..............................      11,916,445       11,104,648       11,916,445       11,104,648
                                                        ============     ============     ============     ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                                          -3-


<PAGE>


<TABLE>
<CAPTION>

                                     Westergaard.com, Inc. and Subsidiary

                            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                                                    Unaudited

                                                           THREE MONTHS                  NINE MONTHS
                                                           ENDED JULY 31,               ENDED JULY 31,


                                                           2000           1999           2000           1999
                                                    -----------    -----------    -----------    -----------

<S>                                                 <C>            <C>            <C>            <C>
Comprehensive income
     Net loss ...................................   $  (532,677)   $  (299,619)   $(1,069,013)   $  (779,375)
     Other comprehensive income (loss)
         Unrealized depreciation on investment in
         securities .............................         --             --            (1,725)        (1,725)
                                                    -----------    -----------    -----------    -----------

         Comprehensive income (loss) ............   $  (532,677)   $  (299,619)   $(1,070,738)   $  (781,100)
                                                    ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.


                                                      -4-

<PAGE>


<TABLE>
<CAPTION>

                                     Westergaard.com, Inc. and Subsidiary

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   Unaudited

                                                                             THREE MONTHS               NINE MONTHS
                                                                             ENDED JULY 31,            ENDED JULY 31,
                                                                    --------------------------     --------------------------
                                                                          2000          1999          2000          1999
                                                                          ----          ----          ----          ----
<S>                                                                 <C>            <C>            <C>            <C>
Cash flows from operating activities
    Net loss ....................................................   $  (532,677)   $  (299,619)   $(1,069,013)   $  (779,375)
    Adjustments to reconcile net loss to net cash used in
       operating activities
          Depreciation and amortization .........................         4,619          2,255         14,097         10,112
          Compensation and benefits -- fair value of
          stock options issued ..................................            --             --           --           62,200
                                                                    -----------    -----------    -----------    -----------
          Changes in operating assets and liabilities
              Decrease (increase) in employee advances ..........        20,516           (400)        20,765         (3,700)
              (Increase) decrease in accounts receivable ........        (8,000)          --           41,000           --
              (Increase) in other assets ........................        (4,153)          --           (7,583)          --
              Increase (decrease) in accounts payable and accrued
                expenses ........................................        86,691        (34,223)        67,543       (176,389)
              (Decrease) increase in deferred revenues ..........       (44,000)        31,997       (122,000)       (84,804)
              (Decrease) in due to affiliate ....................          --             --           (4,816)       (50,000)
              (Decrease) increase in other liabilities ..........        26,137            937          2,137        (24,957)
                                                                                   -----------    -----------    -----------

                      Net cash used in operating activities .....      (450,867)      (299,053)    (1,057,870)    (1,046,913)
                                                                    -----------    -----------    -----------    -----------
Cash flows from investing activities
    Purchase of property and equipment ..........................        (3,314)        (7,603)       (10,316)       (28,265)
                                                                    -----------    -----------    -----------    -----------
                      Net cash used in investing activities .....        (3,314)        (7,603)       (10,316)       (28,265)
                                                                    -----------    -----------    -----------    -----------
Cash flows from financing activities
    Proceeds received in advance for issuance of preferred stock        967,000           --        1,491,000           --
    Proceeds from issuance of common stock ......................          --             --            --         2,016,500
                                                                    -----------    -----------    -----------    -----------
                      Net cash provided by financing activities .       967,000           --        1,491,000      2,016,500
                                                                    -----------    -----------    -----------    -----------
                      NET INCREASE (DECREASE) IN CASH ...........       512,819       (306,656)       422,814        941,322

Cash at beginning of period .....................................       536,159      1,258,993        626,164         11,015
                                                                    -----------    -----------    -----------    -----------

Cash at end of period ...........................................   $1,048,978 $       952,337    $ 1,048,978    $   952,337
                                                                    ===========    ===========    ===========    ===========
</TABLE>


                                                     -5-



The accompanying notes are an integral part of these statements.

<PAGE>




                      Westergaard.com, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the nine months ended July 31, 2000 and 1999



NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     1.   Organization

          Westergaard.com, Inc. (the "Company"), a Delaware company, was
          organized on August 15, 1996 and commenced operations on January 1,
          1996. The Company was formed to engage in the business of online
          publishing on the Internet, primarily for the purpose of providing
          investment research on publicly traded Micro-Mid Cap companies.
          Additionally, the Company sponsors conferences focusing on Micro-Mid
          Cap companies.

          As a result of the matter discussed in Note F-2 to these financial
          statements, the Board of Directors of the Company decided to cease
          operations effective August 15, 2000 and began to formulate a plan to
          sell or liquidate for the Company. Subsequently, the Company entered
          into negotiations with an unrelated party for a potential business
          combination. A letter of intent was exchanged between the Company and
          the third party, on September 1, 2000, with respect to a potential
          merger between the two unaffiliated entities.

          The consolidated financial statements include the assets, liabilities
          and results of operations of the Company's wholly-owned subsidiary,
          Westergaard Broadcasting Network, Inc. All intercompany balances and
          transactions have been eliminated.

          The unaudited interim financial statements reflect all adjustments
          (consisting of normal, recurring accruals) which are, in the opinion
          of management, necessary to a fair statement of the results for the
          interim periods presented. These financial statements should be read
          in conjunction with the Company's audited financial statements
          included in the Company's registration statements on Form 10-SB filed
          with the Securities Exchange Commission (the "SEC"). Results of the
          interim periods are not necessarily indicative of the results to be
          obtained for a full fiscal year.

     2.   Investments in Securities

          The Company's investments in securities are categorized as
          available-for-sale securities, as defined by Statement of Financial
          Accounting Standards No. 115, "Accounting for Certain Investments in
          Debt and Equity Securities." These securities consist of equity
          securities and are stated at fair value, which is estimated based on
          quoted market prices, when available. If a quoted price is not
          available, fair value is estimated using quoted market prices for
          similar financial instruments. Unrealized holding gains and losses are
          reflected as a net amount in a separate component of shareholders'
          equity until realized. Realized gains and losses on sales of
          investments in securities are determined on a specific identification
          basis.


                                      -6-

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE A (CONTINUED)

     3.   Property and Equipment

          Property and equipment are stated at cost less accumulated
          depreciation and amortization. Depreciation and amortization are
          computed on a straight-line basis over the estimated useful life of
          the asset. Computer equipment and furniture are depreciated over 5 to
          7 years. Computer software is amortized over 3 years. Leasehold
          improvements are amortized over the lives of their respective leases
          or the service lives, whichever is shorter. Subsequent to July 31,
          2000, in connection with the matters discussed in Note A-1, management
          has determined the fair value of all property and equipment to be
          negligible and has distributed such assets to its employees.

     4.   Stock-Based Compensation

          The Company, as permitted by Statement of Financial Accounting
          Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based
          Compensation," has elected to account for stock-based compensation
          using the intrinsic value method prescribed in Accounting Principles
          Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
          Employees." Accordingly, compensation cost for common share options is
          measured as the excess, if any, of the quoted market price of the
          Company's common shares at the date of grant over the amount an
          employee must pay to acquire the common shares. The Company has
          adopted the disclosure requirements of SFAS No. 123.

     5.   Earnings Per Share

          Earnings per share are calculated under the provisions of Statement of
          Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per
          Share." SFAS No. 128 requires the presentation and disclosure of basic
          earnings per share, and, if applicable, diluted earnings per share.
          Basic earnings per share are computed by dividing income available to
          common shareholders by the weighted-average number of common shares
          outstanding during the period. Diluted earnings per share are based on
          the weighted-average number of common and common equivalent shares
          outstanding. The calculation takes into account the shares that may be
          issued upon exercise of stock options, reduced by the shares that may
          be repurchased with the funds received from the exercise, based on the
          average price during the year. In computing diluted earnings per
          share, only potential common shares that are


                                      -7-
<PAGE>



                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE A (CONTINUED)

          dilutive (those that reduce earnings per share or increase loss per
          share) are included. Exercise of stock options is not assumed if the
          result would be antidilutive, such as when a loss from continuing
          operations is reported.

     6.   Revenue Recognition

          Conference revenue is recognized when the conference is presented is
          recorded net of fees waived. Funds received in advance are treated as
          deferred revenue until the service is provided.

          The Company receives fees from its members for CyberStation services
          to be provided over one-year contracts. Such fees are treated as
          deferred revenue and are recognized as fee income over the course of
          the contract, net of any fees waived.

     7.   Advertising Revenue and Costs

          Advertising revenue is recognized over the period which services are
          provided. Advertising costs are expensed as incurred.

     8.   Use of Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles 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.

NOTE B - RELATED PARTY TRANSACTIONS

     Included in due to affiliate are liabilities in connection with unpaid
     expense reimbursements made by Westergaard Publishing Corporation
     ("Publishing"), an affiliated entity under common control, on behalf of the
     Company and an outstanding loan balance of $50,000 at July 31, 2000 from
     Publishing. The loan bears interest of 8% per annum. The loan does not have
     a scheduled repayment date.


                                      -8-


<PAGE>



                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE D - STOCK OPTIONS AND STOCK-BASED COMPENSATION

     During 1998, the Company established a stock option plan accounted for
     under APB 25 and related interpretations. Options currently outstanding are
     exercisable either immediately or up to four years from the grant date and
     expire ten years after the grant date. No compensation cost has been
     recognized for the plan for the three months and nine months ended July 31,
     2000 and 1999. Had compensation cost for the plan been determined based on
     the fair value of the options at the grant dates consistent with the method
     of SFAS No. 123, the Company's net loss would have increased from $532,677
     to $624,154 and $299,619 to $1,347,244 for the three months ended July 31,
     2000 and 1999, respectively, and from $1,069,013 to $1,409,858 and $779,375
     to $2,895,798 for the nine months ended July 31, 2000 and 1999,
     respectively. During the nine months ended July 31, 2000, the Company
     granted options to purchase 525,000 shares to employees with a range of
     exercise prices between $.80 and $1.00 per share.

NOTE E - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109 ("SFAS No. 109"), which requires an
     asset and liability approach to financial accounting and reporting for
     income taxes. Deferred income tax assets and liabilities are computed
     annually for differences between the financial statement and tax bases of
     assets and liabilities that will result in taxable or deductible amounts in
     the future, based on enacted tax laws and rates applicable to the periods
     in which the differences are expected to affect taxable income. Valuation
     allowances are established, when necessary, to reduce deferred tax assets
     to the amount expected to be realized. The tax effect of the temporary
     differences is as follows:

                                                        JULY 31,
                                                          2000
                                                      ------------
Deferred tax asset
    Net operating loss benefit ..............         $ 1,599,000
    Less valuation allowance ................          (1,599,000)
                                                      ------------
       Net deferred tax asset ...............         $   - 0 -
                                                      ============


                                      -9-

<PAGE>



                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE E (CONTINUED)

     At July 31, 2000, the Company has carryforward losses which are available
     to offset future Federal and state taxable income. Such losses expire as
     follows:

                   Net operating loss                 Expiration date
                   ------------------                 ---------------
                      $   617,000                        10/31/2017
                          543,000                        10/31/2018
                        1,170,000                        10/31/2019
                        1,123,000                        10/31/2020
                       ----------

                       $3,453,000
                       ==========

NOTE F - COMMITMENTS AND CONTINGENCIES

     1.   Operating Leases

          The Company is obligated to make payments under noncancellable
          operating leases expiring in 2000 and 2001. Such leases contain
          renewable options which allow the Company to renew the lease for two
          additional years at the end of each lease period. Total rental
          expenses for the nine months ended July 31, 2000 and 1999 were
          approximately $58,000. At July 31, 2000, f Future aggregate minimum
          annual rent payments under these operating leases are approximately as
          follows:

                   Fiscal                              Minimum Rental
                    Year                                 Commitment
                   ------                              --------------
                    2000                                  $16,000
                    2001                                   21,000
                                                          -------

                                                          $37,000
                                                          =======


                                      -10-


<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE F (CONTINUED)

     2.   SEC Investigation

          The Company had been the subject to a formal order of investigation
          dated February 13, 1998 pursuant to Rule 7(a) of the SEC Rules
          relating to investigations. The investigation concerns certain
          allegations that the Company may have failed to make appropriate
          disclosures on its Web pages.

          The SEC took testimony of Company's Chief Executive Officer on October
          1, 1998 and interviewed at least two of the Company's corporate
          clients. The Company had fully cooperated with the investigation and
          has reviewed with the SEC staff members its disclosure polices. In
          February 2000, the Company was notified by the SEC that the
          investigation has been terminated and that no enforcement action has
          been recommended.

          In addition, the SEC in connection with its review of the Company's
          Web pages and certain press releases, provided the Company 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. The
          complaint had not yet been filed as of July 31, 2000.

          Subsequent to July 31, 2000, the SEC agreed in principle not to pursue
          the 10(b) claim asserted against the Company and provided the Company
          its final comments to the draft complaint mentioned above. The SEC
          comments delete the 10(b) claim against the Company and the final
          judgment will not provide for monetary relief but will include a
          permanent injunction restraining the Company from violating SEC Rule
          Section 17(b).

NOTE G - EARNINGS PER SHARE

     The weighted-average shares used in computing earnings per share were
     11,916,445 and 11,104,648, respectively, for the nine months ended July 31,
     2000 and 1999. As the Company had net operating loss from continuing
     operations, the effect of stock options outstanding at July 31, 2000 and
     1999 is antidilutive and is therefore not part of the computation of
     diluted earnings per share.

                                      -11-


<PAGE>

                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                For the nine months ended July 31, 2000 and 1999



NOTE H - GOING CONCERN MATTERS

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, the Company incurred accumulative losses of approximately
     $3,552,000 as of July 31, 2000. The Company's continuing operating losses
     and insufficient cash flow to meet its operating needs as well as the
     matters discussed in Note A-1 are factors, among others, which may indicate
     that the Company will be unable to continue as a going concern for a
     reasonable period of time.

     As discussed in Note A-1, the Company has suspended its business operations
     effective August 15, 2000, and is currently in negotiations with an
     unrelated party for a potential business combination. The Company's
     continuation as a going concern, at this time, is dependent upon the
     outcome of these negotiations.


                                      -12-







<PAGE>


ITEM 2. MANANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with our Financial
Statements and Notes thereto which appear elsewhere in this document. 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

The results of the quarter ended July 31, 2000, should not be viewed as the
results of a company seeking to operate in the normal course of business. On
August 15, 2000, we shutdown our website, www.westergaard.com and suspended all
business operations. Our Board of Directors has considered the options to sell,
merge or liquidate the Company. Recently, we have entered into negotiations with
an unrelated party for a potential business combination. We exchanged a letter
of intent with this unrelated party on September 1, 2000, regarding a potential
merger. However, there can be no guarantee that this potential merger will
occur. We have prepared Management's Discussion and Analysis of Financial
Condition and Results of Operations assuming that the reorganization and/or
merger will not occur. We currently have no full time employees and our Vice
President is working on a part time basis to assist in the preparation of the
financial statements required in this Form 10-QSB. The comparisons of current
and prior year periods set forth below should be evaluated in light of our
current operating status.

COMPARISON OF RESULTS FOR THE FISCAL QUARTER ENDED JULY 31, 1999, TO THE FISCAL
QUARTER ENDED JULY 31, 2000.

Our third fiscal quarter ended on July 31st . Any reference to the end of the
fiscal quarter refers to the end of the third fiscal quarter for the periods
discussed herein.

REVENUE. Revenues increased by $18,129 or 5.45% to $350,996 for the nine months
ended July 31, 2000, as compared to $332,867 for the comparable period of 1999.
For the three months ended July 31, 2000, revenues increased by $24,811 or
24.19% to $127,360, as compared to $102,549 for the comparable period in 1999.
Revenues for the three and nine month periods ended July 31, 2000, were
primarily generated from our increase of member affiliate fees which increased
by $52,664 or 54.11% to $150,000 for the nine months ended July 31, 2000, as
compared to $97,336 for the comparable period of 1999. For the three months
ended July 31, 2000, member affiliate fees increased by $45,997 or 153.31% to
$76,000, as compared to $30,003 for the comparable period in 1999.

<PAGE>




However, We do not expect to continue to receive revenues from our member
affiliates or conference fees after the third fiscal quarter of 2000. Currently,
we have no member affiliates and have not scheduled any future conferences. We
do not expect to receive revenues from any other sources at this time.

EXPENSES. Total expenses increased by $307,767 or 27.67% to $1,420,009 for the
nine months ended July 31, 2000, as compared to $1,112,242 for the comparable
period of 1999. For the three months ended July 31, 2000, total expenses
increased by $257,869 or 64.12% to $660,037, as compared to $402,168, for the
comparable period in 1999. Expenses consist primarily of salary and
administrative costs as well as professional services and fees. These expenses
also include rent, office supplies, conference expenses, leases of computer
equipment, advertising and marketing, and telephone charges.

On September 7, 2000, we terminated our lease for our offices located at 530
West 43rd Street, New York, New York 10036. We have no full time employees and
one part time employee. Also, we have not ordered any office supplies and do not
plan to conduct any advertising or marketing in the foreseeable future. We
expect that our expenses will decrease after the third fiscal quarter as we pay
accrued expenses and, with the exception of legal and accounting expenses, do
not accumulate new expenses.

LIQUIDITY AND CAPITAL RESOURCES. We incurred losses during the fiscal quarter
ended July 31, 2000. Our net loss for the nine months ended July 31, 2000 was
$1,069,013 as compared to the comparable period of 1999, when we had net losses
of $779,375. Payments in future quarters will be primarily the result of accrued
expenses and continuing legal and accounting fees. The Board of Directors is
considering a sale or liquidation of the Company. In the absence of such a
reorganization or merger, we intend to liquidate the Company.

                                     PART 11

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The SEC in connection with its review of the Company's Web pages and certain
press releases, provided the Company 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. The complaint had not yet been filed as of July 31, 2000.

Subsequent to July 31, 2000, the SEC agreed in principle not to pursue the 10(b)
claim asserted against the Company and provided the Company its final comments
to the draft complaint mentioned above. The SEC comments delete the 10(b) claim
against the Company and the final judgment will not provide for monetary relief
but will include a permanent injunction restraining the Company from violating
SEC Rule Section 17(b).

<PAGE>



In addition, we had been the subject of a formal order of investigation dated
February 13, 1998, pursuant to Rule 7(a) of the SEC Rules relating to
investigations, as mentioned in our 10-QSB for the period ended April 30, 2000.
The investigation concerned allegations that we may have failed to make
appropriate disclosures on our web pages.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTED SECURITIES

From March 28, 2000, to May 25, 2000, we offered for sale an aggregate of
149,100 shares of our preferred stock pursuant to the exemption from
registration provided by Regulation D Rule 506 and Sections 4(2) and 4(6) of the
Securities Act of 1933. The shares were offered at $10.00 per share to a limited
number of individual and entity investors. 24 accredited investors had
subscribed to purchase the shares. Pursuant to this offering we had raised
$1,491,000. No certificates had been issued and with the commencement of the SEC
investigation, the financing was cancelled with the funds being placed in escrow
for return to the investors.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Our annual meeting of shareholders was held on June 23, 2000. At that meeting
the shareholders voted for the following individuals to serve on our board of
directors: John Westergaard, Thomas Wojciechowski Derrick Ashcroft, Wenke B.
Thoman, William R. Grant, and Joseph Allen. However, after being elected to the
board of directors, John Westerggard resigned from the position due to health
reasons. The shareholders also ratified Ratification of Grant Thorton, LLP as
independent certified public accountants.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         There are no exhibits to be filed as part of this report.

(b)      Reports of Form 8-K


<PAGE>



The following two reports on Form 8-K were filed by the Company during the
quarter ended July 31, 2000:

On June 26, 2000, we filed a Form 8-K stating that John Westergaard resigned
from the Company due to health reasons.

On August 16, 2000, we filed a Form 8-K stating that our website
www.westergaard.com was shutdown on August 15, 2000; that the board of directors
of Westergaard.com, Inc., is considering whether to reorganize the Company; and
that we suspended all business operations on August 15, 2000, pending such
decision.


<PAGE>


                                   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:  October 5, 2000                      WESTERGAARD.COM, INC.
                                            By: /s/ ANNE STRATON
                                                -------------------------------
                                                    Anne Straton, Vice President