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, 2011
 
 o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from _______________ to _______________
 
 000-29761
 Commission File Number
 
 Westergaard.com, Inc.
 (Exact name of registrant as specified in its charter)
 
 Delaware

52-2002729(State or other jurisdiction

of incorporation or organization)

(IRS Employer Identification No.)
   Chendai Andou Industry Park, Jijiang
 Quanzhou, Fujian, China 362111
 (86) 13808527788
 (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 o
 
 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 o No o
  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
o

Accelerated Filer
oNon-accelerated filer
o

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 o No x
  As of March 4, 2011, we are authorized to issue up to 100,000,000 at U.S. $0.001 par value per share, of which 34,431,221 common shares are currently issued and outstanding.
 
 
 
 
 TABLE OF CONTENTS
 
 
 PART I -  FINANCIAL INFORMATION
3Item 1.  Financial Statements
3Consolidated Balance Sheets as ofJanuary 31, 2011 (unaudited) and October 31, 2010
3Consolidated Statements of Operations for the three months endedJanuary 31, 2011 and 2010 (unaudited)
4Consolidated Statements of Cash Flows for thethree months endedJanuary 31, 2011 and 2010 (unaudited)
5Notes to Consolidated Financial Statements (unaudited)
6Item 2.  Management’s Discussion and Analysis of Financial Condition & Results of Operation
9Item 3. Quantitative and Qualitative Disclosure About Market Risks
10Item 4.  Controls and Procedures
10PART II – OTHER INFORMATION
11Item 1.  Legal Proceedings
11Item 1A. Risk Factors
11Item 2.  Unregistered Sales of Equity Securities And Use Of Proceeds
11Item 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 SHEETS

JANUARY 31, 2011 and OCTOBER 31, 2010ASSETS2011


2010(unaudited)Current assets:Cash

$
-


$
-Total current assets

$
-


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

$
66,544


$
57,177Total current liabilities


66,544



57,177Contingencies and commitmentsStockholders' deficitPreferred stock, par value $0.001, 10,000,000 authorized,0 issued and outstanding at January 31, 2011 andOctober 31, 2010, respectively


-



-Common stock, par value $0.001, 100,000,000 authorized, 48,200,927  issued and outstanding atJanuary 31, 2011 and October 31, 2010


48,201



48,201Additional paid in capital


3,643,758



3,643,758Accumulated deficit


(3,758,503
)


(3,749,136
)Total stockholders' deficit

$
(66,544
)

$
(57,177
)Total liabilities and stockholders' deficit

$
-


$
-
 
 See Accompanying Notes to Consolidated Financial Statements
 
 -3-
 
 WESTERGAARD.COM, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDINGJANUARY 31, 2011 and 20102011


2010(unaudited)


(unaudited)Expenses:General and administrative

$
9,367


$
6,662Total expenses


9,367



6,662Net income (loss)

$
(9,367
)

$
(6,662
)Net income (loss) per ShareBasic and diluted

$
(0.00
)

$
(0.00
)Weighted average sharesoutstandingbasic and diluted


48,200,927



48,200,927
 
 See Accompanying Notes to Consolidated Financial Statements
 
 -4-
 
 
 WESTERGAARD.COM, INC.CONSOLIDATED STATEMENTS OF CASHFLOWSTHREE MONTHS ENDED JANUARY 31, 2011 and 20102011


2010(unaudited)


(unaudited)Cash flows from operating activities:Net loss

$
(9,367
)

$
(6,662
)Changes in current assets and liabilities:Accounts payable and accrued expenses


9,367



6,662Net 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
 January 31, 2011 (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.
 
 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, 2010. Results of operations for the three months ended January 31, 2011, are not necessarily indicative of the operating results for the full accounting year or any future period.
 
 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.
 
 Principles of Consolidation
 
 The accompanying consolidated financial statements include the accounts of Westergaard.com, Inc. and its wholly owned subsidiary, Westergaard Broadcasting Network.com, Inc.  All inter-company accounts and transactions have been eliminated.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
 
 
 -6-
 
 Cash and Cash Equivalents
 
 Cash  and  cash  equivalents  include  cash  and  all  highly  liquid  financial instruments with original purchased maturities of three months or less.
 
 Fair Value of Financial Instruments
 
 Our financial instruments consist of cash and accounts payable.  The carrying amount approximates fair value.
 
 Basic Loss Per Share
 
 Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
 Stock Based Compensation
 
 Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis, which is generally commensurate with the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.
 
 Recent Accounting Pronouncements
 
 All recent accounting pronouncements have been reviewed and are not material or applicable to the Company.
 
 NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN
 
 At January 31, 2011, our accumulated deficit was approximately $3,759,000.  We will still require additional working capital.
  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 – COMMON STOCK
 
 We are authorized to issue 100,000,000 shares of common stock at a par value of $0.001 per share.  These shares have full voting rights. We have not paid a dividend to our shareholders.
 
 In March 1998, we established a Stock Option Plan (the “Plan”), however all options pursuant to the Plan expired in March 2008.  Furthermore, our board of directors terminated the Plan on April 1, 2007, and no further options may be granted under the Plan.
 
 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-
 
 NOTE 5 – SUBSEQUENT EVENT
 
 On February 11, 2011, we completed the acquisition of ANBAILUN International Holdings Limited, a company incorporated under the Law of British Virgin Islands ("ANBAILUN”) and a sports footwear designer and manufacturer in China’s domestic market in Tier 3 or smaller regional cities and rural areas, by means of a share exchange.
 
 On February 11, 2011, we entered into a Share Exchange Agreement (“Exchange Agreement”) by and among (i) ANBAILUN, (ii) Ansheng International, Inc., as ANBAILUN’s sole shareholder, (iii) us, and (iv)our principal stockholders. Pursuant to the terms of the Exchange Agreement, the shareholders of ANBAILUN transferred to the Company all of the shares of ANBAILUN in exchange for the issuance of 33,949,212 shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”). As a result of the Share Exchange, ANBAILUN became a wholly-owned subsidiary of the Company and the Company is a holding company.
 
 The transaction was determined to be a reverse merger whereby ANBAILUN was considered to be the accounting acquirer, as it retained control of Westergaard after the exchange. Although the Company is the legal parent company, the share exchange was treated as a recapitalization of ANBAILUN. ANBAILUN is the continuing entity for financial reporting purposes.
 On February 9, 2011, the directors authorized the 100 for 1 reverse stock split with the record date effective as of February 9, 2011 and FINRA declared the reverse split effective on February 11, 2011. The reverse split was effective immediately prior to the closing of the Exchange Agreement and did not have the effect of reducing any of the shares issued in connection with the Exchange Agreement. The reverse split did, however, reduce the 48,200,927 shares outstanding immediately prior to the closing of the Exchange Agreement to 482,009.
 -8-
 
 Item 2. Management’s Discussion and Analysis of Financial Condition & Results of Operations
 
 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.
 
 On February 11, 2011, the Company completed the acquisition of ANBAILUN International Holdings Limited, a company incorporated under the Law of British Virgin Islands ("ANBAILUN”) and a sports footwear designer and manufacturer in China’s domestic market in Tier 3 or smaller regional cities and rural areas, by means of a share exchange.
 
 On February 11, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among (i) ANBAILUN, (ii) Ansheng International, Inc., as ANBAILUN’s sole shareholder, (iii) us, and (iv) our principal stockholders. Pursuant to the terms of the Exchange Agreement, the shareholders of ANBAILUN transferred to the Company all of the shares of ANBAILUN in exchange for the issuance of 33,949,212 shares of the common stock of the Company, par value $0.001 per share. As a result of the Share Exchange, ANBAILUN became a wholly-owned subsidiary of the Company and the Company is a holding company.


For additional details regarding the transaction and the business of ANBAILUN, please refer to the Current Report on Form 8-k filed on February 11, 2011.
 
 Comparison of results for the three months ended January 31, 2011 and 2010.
 
 REVENUE.
 
 There was no revenue for the three months ended January 31, 2011.  This was unchanged from the net revenues for the three months ended January 31, 2010.
  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 January 31, 2011 was approximately $9,400 as compared to roughly $6,700 for the same period in 2010.
  LIQUIDITY AND CAPITAL RESOURCES.
 
 We have incurred losses since inception and at the end of the three months ended January 31, 2011 we had an accumulated deficit of approximately $3,759,000.  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
 
 -9-
 
 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.
 
 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, 2010, management concluded that our internal control over financial reporting was effective as of October 31, 2010.  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.
 
 
 -10-
 
 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 1A. Risk Factors
 Not applicable.
 ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
 (a) None.
  (b) Not Applicable.
  Not Applicable.
 
 ITEM 3.  Defaults upon Senior Securities
  Not Applicable.
 
 (b) Not Applicable.
 
 ITEM 4.  (Removed and Reserved)
 
 
 ITEM 5.  Other Information
 
 On January 13, 2010, the majority shareholders of our Company authorized us, at the sole option of our Board of Directors to conduct a 100 for 1 reverse stock split (the “Reverse Split”) at such time that the directors deem it in the company’s best interest. Pursuant to Section 14C of the Securities and Exchange Act of 1934, we filed a preliminary information statement and a definitive information statement notifying all shareholders of the right that was granted to the directors. On February 9, 2011, the directors authorized the 100 for 1 reverse stock split with the record date effective as of February 9, 2011 and FINRA declared the Reverse Split effective on February 11, 2011. The reverse split was effective immediately prior to the closing of the Exchange Agreement and did not have the effect of reducing any of the shares issued in connection with the Exchange Agreement. The Reverse Split did, however, reduce the 48,200,927 shares outstanding immediately prior to the closing of the Exchange Agreement to 482,009.
 -11-
 
 
 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 and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Principal Executive Officer 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.
  -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: March 9, 2011
 
 By:  Westergaard.com, Inc.
 
 
 /s/ Ding JinbiaoName:  Ding JinbiaoTitle:   Chief Executive Officer and Interim Principal Financial Officer