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 April 30, 2008




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





For
the transition period from _______________ to _______________








Commission
File Number





Westergaard.Com,
Inc.


(Exact
name of registrant as specified in its charter)





Delaware
              (State
      or other jurisdiction
              of
      incorporation or organization)
            (IRS
      Employer Identification No.)





Westergaard.com,
Inc.


17
State Street, Suite 1600


New
York, New York 10004


(212)
732-7184


(Address,
including zip code, and telephone number,


including
area code, of Registrant’s principal executive offices)

















Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X ] No [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) Yes [ X] No []





As of
June 10, 2008,we are
authorized to issue up to100,000,000 at U.S. $0.001 par value per share, of which 11,948,445common shares are
currently issued and outstanding.

















TABLE
OF CONTENTS





PART
      I - FINANCIAL INFORMATIONItem
      1.  Financial Statements
            3Unaudited
      Consolidated Balance Sheet atApril
      30, 2008
            3Unaudited
      Consolidated Statements of Operations for the three and six
      months  endedApril
      30, 2008 and 2007
            4Unaudited
      Consolidated Statements of Cash Flows for thesix
      months endedApril
      30, 2008 and 2007
            5Unaudited
      notes to Consolidated Financial Statements
            6Item
      2.  Management’s Discussion and Analysis or Plan of
      Operation
            7Item
      3.  Controls and Procedures
            8PART
      II – OTHER INFORMATION
            10Item
      1.  Legal Proceedings
            10Item
      2.  Unregistered Sales of Equity Securities And Use Of
      Proceeds
            10Item
      3.  Defaults Upon Senior Securities
            10Item
      4.  Submission Of Matters To A Vote Of Security
      Holders
            10Item
      5.  Other Information
            10Item
      6.  Exhibits
            10





2





PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements


WESTERGAARD.COM,
      INC.CONSOLIDATED
      BALANCE SHEETAPRIL
      30, 2008(UNAUDITED)ASSETSCurrent
      assets:Cash
            
            $
            -Total
      current assets
            
            
            -Total
      assets
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            748,653Total
      current liabilities
            
            
            748,653Total
      liabilities
            
            
            748,653Stockholders'
      deficit:Common
      stock, par value $0.001, 100,000,000 authorized,
            
            
            11,94811,948,445
      issued and outstanding at April 30, 2008Additional
      paid in capital
            
            
            2,954,960Accumulated
      deficit
            
            
            (3,715,561
            )Total
      stockholders' deficit
            
            
            (748,653
            )Total
      liabilities and stockholders' deficit
            
            $
            -





See
Accompanying Notes to Consolidated Financial Statements


3





WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      THREE AND SIX MONTHS ENDINGApril
      30, 2008 and 2007Three
      Months
            
            
            Six
      Months2008
            
            
            2007
            
            
            2008
            
            
            2007(unaudited)
            
            
            (unaudited)
            
            
            (unaudited)
            
            
            (unaudited)Expenses:General
      and administrative
            
            
            374
            
            
            
            1,416
            
            
            
            4,593
            
            
            
            1,857Total
      expenses
            
            
            374
            
            
            
            1,416
            
            
            
            4,593
            
            
            
            1,857Net
      income (loss)
            
            $
            (374
            )
            
            $
            (1,416
            )
            
            
            (4,593
            )
            
            
            (1,857
            )Net
      income (loss) per sharebasic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average sharesoutstandingbasic
      and diluted
            
            
            11,948,445
            
            
            
            11,948,445
            
            
            
            11,948,445
            
            
            
            11,948,445





See
Accompanying Notes to Consolidated Financial Statements


4


WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF CASHFLOWSSIX
      MONTHS ENDED APRIL 30, 2008 and 20072008
            
            
            2007(unaudited)
            
            
            (unaudited)Cash
      flows from operating activities:Net
      loss
            
            $
            (4,593
            )
            
            $
            (1,857
            )Changes
      in current assets and liabilities:Prepaid
      expenses
            
            
            -
            
            
            
            200Accounts
      payable and accrued expenses
            
            
            4,593
            
            
            
            960Net
      cash used in operating activities
            
            
            -
            
            
            
            (697
            )Net
      increase in cash
            
            
            -
            
            
            
            (697
            )Cash,
      beginning of period
            
            
            -
            
            
            
            799Cash,
      end of period
            
            $
            -
            
            
            $
            102





See
Accompanying Notes to Consolidated Financial Statements


5


WESTERGAARD.COM,
INC.




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)





NOTE 1 -
SUMMARY OF ACCOUNTING POLICIES





Nature of
business





We were
incorporated under the laws of the State of Delaware on August 15, 1996, as
"Westergaard Online Systems, Inc." On February 18, 1999, we formally changed our
name to Westergaard.com, Inc. (the “Company”).  We commenced
operations on January 1, 1996.  We initially sought to engage in the
business of online publishing primarily to provide investment research on
publicly traded Micro-Mid Cap companies.  The service was designed to
assist in creating market liquidity and shareholder value for such
companies.  We also intended to sponsor conferences focusing on
Micro-Mid Cap companies.  We currently have no business or operations
and are seeking to acquire, though merger or similar transaction, an operating
business.





We have
not had ongoing business operations since 2000.  We thus became a
shell or “blank check company”.  As defined in Section 7(b) (3) of the
Securities Act of 1933, a “blank check company” is one that has no specific
business plan or purpose or has indicated that its business plan is to engage in
a merger or an acquisition with an unidentified company or companies and is
issuing "penny stock" securities as defined in Rule 3(a) (51) of the Securities
Exchange Act of 1934, in that connection.  The Securities and Exchange
Commission and many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies.





On July
22, 2005 we received correspondence from the Securities and Exchange Commission
that we were not in compliance with our reporting requirements under Section
13(a) of the Securities Exchange Act of 1934.  One of the available
responses to this letter was to terminate our registration under the Securities
Exchange Act of 1934.  After several discussions with the Securities
and Exchange Commission, we determined that it was in our best interest to
implement such a response because we did not have an ongoing business and had
not for approximately the past four years.  Accordingly, we executed
an Order Instituting Proceedings, Making Findings, and Revoking Registration of
Securities pursuant to Section 12(j) of the Securities Exchange of 1934 on
September 8, 2005.  Pursuant to that Order, the registration of each
class of our securities registered pursuant to Section 12 of the Exchange Act
was revoked.  Consequently, we ceased reporting under the Securities
Exchange Act of 1934.    However, we decided to once again
seek, investigate, and if warranted, acquire an interest in a business
opportunity.  Accordingly, we voluntarily filed a registration
statement on Form 10-SB with the SEC on June 26, 2007 to once again, register
our common stock pursuant to Section 12(g) of the Securities Exchange Act of
1934.  As a result of filing such registration statement, we are
obligated to file this periodic report, as well as other interim and periodic
reports on an ongoing basis.








Basis of
Presentation





Our
unaudited consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America for
reporting interim financial information and the rules and regulations of the
Securities and Exchange Commission. In management’s opinion, all adjustments
necessary for a fair presentation of the financial position and results of
operations for the periods presented have been included. All such adjustments
are of a normal recurring nature. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in our Annual Report on Form 10-KSB for the year ended
October 31, 2007. Results of operations for the three and six months ended April
30 2008, are not necessarily indicative of the operating results for the full
accounting year or any future period.








NOTE 2 -
FINANCIAL CONDITION AND GOING CONCERN







At April
30, 2008, our accumulated deficit was $3,715,561.  We will still
require additional working capital to carry out our business.  We are
in the process of locating a suitable merger candidate and enter into a reverse
merger to continue its business operations. Although we have had preliminary
negotiations with potential merger candidates, we do not have any formal
agreements with any third parties to effect a merger or
acquisition.







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”).  At January 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
expired in March 2008.  The board of directors terminated the Plan on
April 1, 2007, and no further options may be granted under the
Plan.






There was
no compensation expense related to these options for the three and six months
ended April 30, 2008.







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).














6


Item
2





(a)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 the present, 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 smallcap companies;


·
            Recruiting
      employees and analysts;


·
            Initial
      planning and development of our web sites;
and


·
            Building
      of infrastructure of web sites.





However,
since 2000, when we formally ceased operations, we have had no business or
operations.  Recently, our management determined that it was in the
best interests of our shareholders to seek an operating company to
acquire.  All of our efforts are now focused on finding such an
acquisition candidate, although we do not currently have any candidates
identified, and we have only had very preliminary negotiations regarding
potential candidates.





Comparison
of results for the three and six months ended April 30, 2008, to the
three-months ended April 30, 2007.





REVENUE.





Total
revenues for the three and six months ended April 30, 2008 were $0.  This
was unchanged from our net revenues for the three and six months ended April 30,
2007.








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


7


months
ended April 30, 2008 were approximately $370.  This was a decrease of
approximately $1,030 or 73% from our total costs of approximately $1,400 for the
three months ended April 30, 2007. Total operating costs for the six months
ended April 30, 2008 was approximately $4,600.  This was an increase of
approximately $2,700 or 142% from our total costs of approximately $1,900 for
the six months ended April 30, 2007.





LIQUIDITY AND CAPITAL
RESOURCES.





We have
incurred losses since inception, and at the end of the three months ended April
30, 2008, had an accumulated deficit of approximately $3,715,561. We were unable
to generated sufficient funds from our operations to finance our expenses so
relied upon the cash that was originally raised from private financings to fund
the expenses of the Company.  As a result, we are contemplating an
acquisition of an ongoing business to increase the value to our
shareholders.





(c) Off Balance-Sheet
Arrangements- NONE











ITEM
3.  CONTROLS AND PROCEDURES








(a)
            Evaluation of
      disclosure controls and
procedures







Under the
supervision and with the participation of our management, including our
President and Treasurer, 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 April
30, 2008. Based on this evaluation, our President and Treasurer 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 in-conformity with
accounting principals generally accepted in the United States.










(b)
            Changes in internal
      control over financial
reporting







During
the quarter ended April 30, 2008, there has been no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially 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


8


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.


9















PART
II - OTHER INFORMATION









ITEM
1.                      
Legal Proceedings





From time
to time, we may be involved in litigation relating to claims arising out of our
operations in the normal course of business.  We are not aware of any
pending or threatened legal proceeding that, if determined in a manner adverse
to us, could have a material adverse effect on our business and
operations.








ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds








(a)
            None.





(b)
            Not
      Applicable.





(c)
            Not
      Applicable.





(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





(a)
            Not
      applicable.





(b)
            Not
      applicable.





(c)
            Not
      applicable.





ITEM
5. OTHER INFORMATION








(a)
            Not
      applicable.





10





(b)
            Not
      applicable.





ITEM
6.  EXHIBITS





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





Exhibit
No.                     Document


31.1
            Certification  of  President
      and Treasurer  required  by Rule 13a-14/15d-14(a)
      under the Exchange Act32.1
            Certification
      of President and Treasurer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant   to Section   906 of the
      Sarbanes-Oxley Act of 2002.





11








SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








Date:  June
10, 2008





By:
Westergaard.com, Inc.








/s/ Anne
H.
Straton


Name:  Anne
H. Straton


Title:   President














12