U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549  FORM 10-QSB/A  (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, 2007  [ ] 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)
52-2002729
(IRS Employer Identification No.)  US
Representative Office 17
State Street, Suite 1610 New
York, NY 10004 (Address of principal executive offices)  (212) 732-7184 (Issuer's telephone number)  (Former address)  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 shell company (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934) Yes [ X ] No [ ]  As
of September 12, 2007, there were 11,948,445 shares of Common Stock, par value
$0.0001 outstanding and no shares of Preferred Stock, par value is $.001
outstanding.            On
September 13, 2007, we filed with the Securities and Exchange Commission our
Quarterly Report on Form 10-QSB for the fiscal quarter ended July 31, 2007 (the
Original Quarterly Report). On the cover page of the Original Quarterly
Report, we inadvertently and incorrectly checked the box indicating that we were not a Shell Company,
as defined in Rule 12b-2 of the Securities Exchange Act of 1934.  We arefiling this Amendment to correct
the error on the cover page of the Original Quarterly Report to indicate that we
were a Shell Company, as defined in Rule 12b-2 of the Securities Exchange Act of
1934, at the time of the Original Quarterly Report and continue to be one.
Except for the foregoing change to the cover page of the Original Quarterly
Report, no other information included in the Original Quarterly Report is
amended by this Amendment. This Amendment speaks as of the original filing date
of the Original Quarterly Report and does not reflect events occurring after the
filing date of the Original Quarterly Report, or modify or update the
disclosures therein in any way other than as required to reflect the correction
to the cover page of the Original Quarterly Report described herein.
Accordingly, this Form 10-QSB/A should be read in conjunction with our filings
made with the Securities and Exchange Commission subsequent to the filing of the
original Form 10-QSB, including any amendments to those filings.  In accordance with
Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also
includes currently dated certifications from the Companys President and
Treasurer and Vice President, as required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. The certification exhibits and Item 6 have been
revised accordingly   TABLE
OF CONTENTS  PART I -
FINANCIAL INFORMATIONItem 1.
 Financial Statements
2Unaudited Consolidated Balance Sheet at
    July 31, 2007
3Unaudited Consolidated Statements of Operations for the three
and nine month ended July 31, 2007 and 2006
4Unaudited Consolidated Statements of Cash Flows for the nine
months ended July 31, 2007 and 2006
5notes to Unaudited Consolidated Financial
Statements
6Item 2.
 Managements Discussion and Analysis or Plan of Operation
10Item 3.
 Controls and Procedures
11  2       PART II -
OTHER INFORMATIONItem 1.
 Legal Proceedings
13Item 2.
 Unregistered Sales of Equity Securities And Use Of Proceeds
13Item 3.
 Defaults Upon Senior Securities
13Item 4.
 Submission Of Matters To A Vote Of Security Holders
13Item 5.
 Other Information
14Item 6.
 Exhibits
14   3       PART I  FINANCIAL
INFORMATION  WESTERGAARD.COM,
INC.CONSOLIDATED
BALANCE SHEETJULY 31,
2007(UNAUDITED)ASSETSCurrent assets:Cash






$42Total current
assets





$42LIABILITIES AND STOCKHOLDERS'
DEFICITCurrent Liabilities:Accounts payable and accrued
liabilities



741,125Total current
liabilities




741,125Stockholders' deficitCommon stock, par value $0.001,
100,000,000 authorized,
11,948,445
issued and outstanding
11,948Additional paid in
capital




2,954,960Accumulated deficit





( 3,707,991)Total stockholders'
deficit




(741,083)Total liabilities and
stockholders' deficit



$42      See Accompanying
Notes to Consolidated Financial Statements      4       WESTERGAARD.COM,
INC.CONSOLIDATED
STATEMENTS OF OPERATIONSFOR THREE AND NINE
MONTHS ENDING JULY 31, 2007 and 2006(UNAUDITED)Three
Months ending July 31

Nine
Months ending July 31,2007
2006

2007
2006(unaudited)
(unaudited)

(unaudited)
(unaudited)Expenses:General
and administrative


6,669
1,326

8,526
8,948Total expenses


6,669
1,326

8,526
8,948Net loss



$(6,669)
$(1,326)

$(8,526)
$(8,948)Net loss per shareBasic
and diluted



$(0.00)
$(0.00)

$(0.00)
$(0.00)Weighted average shares
outstandingBasic
and diluted



11,948,445
11,948,445

11,948,445
11,948,445     See Accompanying
Notes to Consolidated Financial Statements  5        WESTERGAARD.COM,
INC.CONSOLIDATED
STATEMENTS OF CASHFLOWSNINE MONTHS ENDED
JULY 31, 2007 and 2006(UNAUDITED)2007
2006Cash flows from operating
activities:Net loss
$(8,526)
$(8,948)Changes in current assets and
liabilities:Prepaid
expenses
200
(400)Accounts
payable and accrued expenses
7,569
1,824Net cash used in operating
activities
(757)
(7,524)Net decrease in cash
(757)
(7,524)Cash, beginning of
period
799
8,395Cash, end of period
$42
$871   See
Accompanying Notes to Consolidated Financial Statements                     6        WESTERGAARD.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 1 - SUMMARY OF
ACCOUNTING POLICIES  Nature of business  We were
incorporated under the laws of the State of Delaware on August 15, 1996, as
"Westergaard Online Systems, Inc." On February 18, 1999, we formally changed our
name to Westergaard.com, Inc. (the Company).  We commenced operations on
January 1, 1996.  We initially sought to engage in the business of online
publishing primarily to provide investment research on publicly traded Micro-Mid
Cap companies.  The service was designed to assist in creating market
liquidity and shareholder value for such companies.  We also intended to
sponsor conferences focusing on Micro-Mid Cap companies.  We currently have
no business or operations and are seeking to acquire, though merger or similar
transaction, an operating business.  We have
not had ongoing business operations since 2000.  We thus became a shell or
blank check company.  As defined in Section 7(b) (3) of the Securities
Act of 1933, a blank check company is one that has no specific business plan
or purpose or has indicated that its business plan is to engage in a merger or
an acquisition with an unidentified company or companies and is issuing "penny
stock" securities as defined in Rule 3(a) (51) of the Securities Exchange Act of
1934, in that connection.  The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies.  On July 22, 2005 we
received correspondence from the Securities and Exchange Commission that we were
not in compliance with our reporting requirements under Section 13(a) of the
Securities Exchange Act of 1934.  One of the available responses to this
letter was to terminate our registration under the Securities Exchange Act of
1934.  After several discussions with the Securities and Exchange
Commission, we determined that it was in our best interest to implement such a
response because we did not have an ongoing business and had not for
approximately the past four years.  Accordingly, we executed an Order
Instituting Proceedings, Making Findings, and Revoking Registration of
Securities pursuant to Section 12(j) of the Securities Exchange of 1934 on
September 8, 2005.  Pursuant to that Order, the registration of each class
of our securities registered pursuant to Section 12 of the Exchange Act was
revoked.  Consequently, we ceased reporting under the Securities Exchange
Act of 1934.    However, we decided to once again seek,
investigate, and if warranted, acquire an interest in a business opportunity.
 Accordingly, we voluntarily filed a registration statement on Form 10-SB
with the SEC on June 26, 2007 to once again, register our common stock pursuant
to Section 12(g) of the Securities Exchange Act of 1934.  As a result of
filing such registration statement, we  7      are obligated to file
this periodic report, as well as other interim and periodic reports on an
ongoing basis.   Basis of
Presentation  The
consolidated balance sheet of the Company as of July 31, 2007, the related
consolidated statements of operations for the three months and nine months ended
July 31, 2007 and 2006, and the consolidated statements of cash flows for the
nine months ended July 31, 2007 and 2006, included in the financial statements
have been prepared by the Company without audit.  In the opinion of
management, the accompanying financial statements include all adjustments
(consisting of normal, recurring adjustments) necessary to summarize fairly the
companys financial position and results of operations.  The results of
operations for the three months and nine months ended July 31, 2007, are not
necessarily indicative of the results of operations for the full year or any
other interim period.  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  Cash and Cash
Equivalents  Cash  and
 cash  equivalents  include  cash  and  all
 highly  liquid  financial instruments with purchased maturities
of three months or less.  Fair
Value of Financial Instruments  The Companys
financial instruments consist of cash and accounts payable.  The carrying
amount approximates fair value.         8      Income Taxes  Income
taxes are computed using the asset and liability method.  Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
 A valuation allowance is provided for the amount of deferred tax assets
that, based on available evidence, are not expected to be realized.  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  The
Company adopted the provisions of SFAS No. 123(R) in the first quarter of fiscal
2006 which requires all share-based payments to employees and directors to be
recognized in the financial statements based on their fair values, using
prescribed option-pricing models.  The Company used the modified
prospective method of adoption and continues to use the Black-Scholes option
pricing model to value share-based payments.  The modified prospective
method requires companies to recognize compensation cost beginning with the
effective date of adoption based on (a) the requirements for all share-based
payments granted after the effective date of adoption and (b) the requirements
for all unvested awards granted to employees prior to the effective date of
adoption.  Recent Accounting
Pronouncements  The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Companys results of
operations, financial position or cash flow.  NOTE 2 - FINANCIAL
CONDITION AND GOING CONCERN  At
July 31, 2007, the Companys accumulated deficit was $3,707,991.  The
Company will still require additional working capital.  The Company is in
the process of locating a suitable merger candidate and enter into a reverse
merger to continue its business operations. These
conditions raise substantial doubt about the Company's 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 the Company be
unable to continue as a going concern.     9      NOTE 3  COMMON
STOCK  The Company is
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.  The Company has not
paid a dividend to its shareholders.  In March 1998, the Company established a Stock Option Plan (the
Plan).  At July 31, 2007 there were 200,000 options outstanding and
exercisable under the Plan.  Each such option allows the holder to purchase
one share of our common stock, for an aggregate total of 200,000 shares of
common stock, at a purchase price of $1.00 per share.  All of the
outstanding options expire in March 2008.  The 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).   10         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  From our inception in
1996 through 2000, we have considered ourselves a development stage company. Our
primary activities prior to our ceasing our operations consisted of the
following: · Developing a business model; · Marketing our services to small cap companies; · Recruiting employees and analysts; · Initial planning and development of our web sites; and · Building of infrastructure of web sites.  However, since 2000, when we formally ceased operations, we have
had no business or operations.  Recently, our management determined that it
was in the best interests of our shareholders to seek an operating company to
acquire.  All of our efforts are now focused on finding such an acquisition
candidate, although we do not currently have any candidates identified, and we
have only had very preliminary negotiations regarding potential candidates.  Comparison of results for the three months and nine months
ended July 31, 2007 to the three and nine months ended July 31, 2006.  Our fiscal year ends
on October 31st. Therefore, any reference to the end of the year refers to the
end of the stated fiscal year.REVENUE.  Total
revenues for the three and nine months ended July 31, 2007 were $0.  This
was unchanged from our net revenues for the three and nine months ended July 31,
2006.    11      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 and nine months ended July 31, 2007
was approximately $6,669 and $8,526, respectively.  This was an increase of
approximately $5,343 or 403% from our total costs of $1,326 for the three months
ended July 31, 2006 and a decrease of $422 or 5% from our total costs of
approximately $8,948 for the nine months ended July 31, 2006. LIQUIDITY AND
CAPITAL RESOURCES.  We have
incurred losses since inception, and at the end of the nine months ending on
July 31, 2007, had an accumulated deficit of approximately $3,707,991. We were
unable to generate sufficient funds from our operations to finance our expenses
so 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.     ITEM
3.  CONTROLS AND PROCEDURES   (a) Evaluation of disclosure controls and procedures  Under the supervision and with the participation of our
management, including our principal executive officer and acting chief
accounting officer, we evaluated the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of November 30, 2006.
Based on this evaluation, our principal executive officer and our acting chief
accounting officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were effective and adequately
designed to ensure that the 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
applicable rules and forms and that our Internal Controls are effective at that
assurance level to provide reasonable assurance that our financial statements
are fairly presented inconformity with accounting principals generally accepted
in the United States.   (b) Changes in internal controls  During the quarter ended July 31, 2007, there has been no change
in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially  12      affect, our internal control over financial reporting.  Management does not expect that Disclosure Controls or Internal
Controls will prevent all error and all fraud. A control system, no matter how
well developed and operated, can provide only reasonable, but not absolute
assurance that the objectives of the control system are met. Further, the design
of the control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.    13          PART II - OTHER INFORMATION  ITEM
1. Legal
Proceedings  SEC
Investigation  We were 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 concerned certain allegations that we may have failed to make
appropriate disclosures on our Web pages. 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).  Other
than as set forth herein, we are not a party to any material legal proceeding
and to our knowledge; no such proceeding is currently contemplated or
pending.   ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds   (a) Unregistered Sales of Equity Securities  (b) Not Applicable.  (c) Not Applicable.  (d) 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   14        We did
not submit any matters to a vote of our shareholders 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
No.
                    Document 3.1
Articles of
Incorporation, as amended.3.2
By-Laws,
Incorporated by Reference to Exhibit 2.2 in the Companys Form 10-SB filed
on March 2, 200031.1
Certification
 of  President/Treasurer and Vice President required  by
Rule 13a-14/15d-14(a) under the Exchange Act32.1
Certification
of President/Treasurer and Vice President pursuant to 18 U.S.C. Section
1350, as adopted pursuant   to Section   906 of the
Sarbanes-Oxley Act of 2002.  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:
 February 22, 2007 WESTERGAARD.COM,
INC..    By:     /s/
 Anne Straton   Anne
Straton,   President
and Treasurer  By:     /s/
 Louis Taubman   Louis
Taubman, Vice
President  15