UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.





For the
Fiscal Year Ended October 31, 2008





Commission
File Number 0-50092




WESTERGAARD.COM,
INC.


(Name of
Small Business Issuer in Its Charter)




Delaware
                                              
                                              52-2002729(State
      or Other Jurisdiction of Incorporation or Organization)
                                              
                                              (I.R.S.
      Employer Identification No.)17
      State Street, 16th
      Floor, New York, NY
                                              
                                              10004(Address
      of Principal Executive Offices)
                                              
                                              (Zip
      Code)Registrant's
      telephone number, including area code:    (212)
    732-7184











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


Securities
registered pursuant to Section 12(g) of the Act:   Common
Stock




Indicate
by check mark if the  registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.




YES
              
              X
              NO




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.





YES
            
            X
            NO





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Act 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  requirement  for the
past 90 days.





X
            YES
            
            
            NO





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  X   ]


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act).


Large
      Accelerated Filer  o
                    
                    
                    Accelerated
      Filer  oNon-accelerated
      filer  o
                    (do
      not check if a smaller reporting company)
                    
                    Smaller
      reporting company  x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
  X
                YES
                
                
                NO
 The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of April 30, 2008 was $0, since our common
equity does not trade on any market or exchange.
 
 The
number of shares of our common stock outstanding on February 13, 2009 was 11,
948,445.

































2


TABLE OF
CONTENTS





PART
      IItem
      1
                                  Description
      of Business
                                  Page
      5Item
      1A
                                  Risk
      Factors
                                  Page
      7Item
      1B
                                  Unresolved
      Staff Comments
                                  Page
      7Item
      2
                                  Description
      of Property
                                  Page
      7Item
      3
                                  Legal
      Proceedings
                                  Page
      7Item
      4
                                  Submission
      of Matter to a Vote of Security Holders
                                  Page
      8PART
      IIItem
      5
                                  Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securitities
                                  Page
      8Item
      6
                                  Selected
      Financial Data
                                  Page
      9Item
      7
                                  Plan
      of Operations
                                  Page
      10Item
      7A
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  Page
      13Item
      8
                                  Consolidated
      Financial Statements
                                  Page
      F-1Item
      9
                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                  Page
      23Item
      9A(T)
                                  Controls
      and Procedures
                                  Page
      27Item
      9B
                                  Other
      Information
                                  Page
      27Item
      10
                                  Directors
      and Executive Officers of the Registrant
                                  Page
      27Item
      11
                                  Executive
      Compensation
                                  Page
      30Item
      12
                                  Security
      Ownership of Certain Beneficial Owners, and Management and Related
      STockholder Matters
                                  Page
      30Item
      13
                                  Certain
      Relationships and Related Transactions
                                  Page
      31Item
      14
                                  Principal
      Accountants Fees and Services
                                  Page
      33Item
      15
                                  Exhibit
      List
                                  Page
      33Signatures
                                  Page
      34


3





PART
      I.






CAUTIONARY
STATEMENT REGARDING


FORWARD-LOOKING
INFORMATION





From time
to time, we may make written statements that are "forward-looking," including
statements contained in this report and other filings with the Securities and
Exchange Commission, reports to our stockholders and news releases. All
statements that express expectations, estimates, forecasts or projections are
forward-looking statements. In addition, other written or oral statements which
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "projects," "forecasts," "may," "should," variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions which are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in or suggested by such forward-looking statements. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. Important
factors on which such statements are based are assumptions concerning
uncertainties, including but not limited to uncertainties associated with the
following:





(a)
volatility or decline of our stock price;





(b)
potential fluctuation in quarterly results;





(c) our
failure to earn revenues or profits;





(d)
inadequate capital and barriers to raising the additional capital or to
obtaining the financing needed to implement its business plans;





(e)
inadequate capital to continue business;





(f)
changes in demand for our products and services;





(g) rapid
and significant changes in markets;





(h)
litigation with or legal claims and allegations by outside parties;
or





(i)
insufficient revenues to cover operating costs.




There is
no assurance that we will be profitable, we may not be able to successfully
develop, manage or market our products and services, we may not be able to
attract or retain qualified executives and technology personnel, our products
and services may become obsolete, government regulation may hinder our business,
additional dilution in outstanding stock ownership may be incurred due to the
issuance of more shares, warrants and stock options, or the exercise of warrants
and stock options, and other risks inherent in the our businesses.








4





We
undertake no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date hereof. Readers should
carefully review the factors described in other documents we file from time to
time with the Securities and Exchange Commission, including the Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K and any Current Reports on
Form 8-K filed by us.  All forward-looking statements attributable to
us are expressly qualified in their entirety by the cautionary statement
above.








ITEM
      1.
            DESCRIPTION
      OF BUSINESS





Overview





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.  We commenced operations on January 1,
1996. Our principal business address is 17 State Street, Suite 1610, New York,
New York 10004. Our telephone number is (212) 732-7184. We have a wholly owned
subsidiary, Westergaard Broadcasting Network.com, Inc., which was an investment
research, publishing and broadcasting venture but is now inactive.





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, through a
merger or similar transaction, an operating business.





On
January 9, 2001, all of the members of our Board of Directors, except for John
Westergaard, resigned.  On September 3, 2002, John Westergaard stepped
down as our sole director.  Immediately prior to his resignation, he
appointed Anne H. Straton, Louis E. Taubman and Wenke B. Thoman to serve as our
directors.  Ms. Straton and Mr. Taubman were also appointed to serve
as our interim executive officers.  Ms. Straton serves as our
President and Treasurer; Mr. Taubman serves as our Executive Vice President and
Secretary.





We have
never been a party to any bankruptcy, receivership, or similar
proceeding.





We have
not been subject to any material reclassification, merger, consolidation,
purchase or sale of a significant amount of assets not in the ordinary course of
business.





We have
not had ongoing business operations since 2000.  We thus became a
shell or “blank check company,” run by Ms. Straton, Mr. Taubman and Ms.
Thoman.  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.








5






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 staff of 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.  Therefore, we voluntarily filed a
registration statement on Form 10-SB on June 26, 2007 to once again, register
our common stock pursuant to Section 12(g) of the Securities Exchange Act of
1934; such registration became effective on August 27, 2007 and as a result, we
are obligated to file this periodic report, as well as other interim and
periodic reports on an ongoing basis.  As a reporting company, we may
be more attractive to a private acquisition target because our common stock may
thereby be eligible to be quoted on the OTC Bulletin Board or other markets or
exchanges.  We anticipate that we will continue to file such reports
as required under the Exchange Act.  On January 22, 2009, our stock
was approved for trading on the OTC Bulletin Board.  We have not yet
received a trading symbol or Cusip number, however, we are currently in the
process of obtaining both.





We are
not restricting our search for an acquisition target to any particular industry
or geographical area.  We may therefore engage in essentially any
business in any industry.  Our management has unrestricted discretion
in seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other
factors.  Because we have no specific business plan or expertise, our
activities are subject to several significant risks.  In particular,
any business acquisition or participation we pursue will likely be based on the
decision of management without the consent, vote, or approval of our
shareholders.  Our future success will be dependent upon our ability
to locate and consummate a merger or acquisition with an operating company and,
ultimately, to attain profitability.  There is no assurance that we
will be successful in consummating a merger or acquisition with an operating
company or that we will attain profitability.





Research
and Development





We are
not engaged in any research and development activities.





Competition





We expect
to encounter substantial competition in our efforts to acquire a business
opportunity.  The primary competition is from other companies
organized and funded for similar purposes, small venture capital partnerships
and corporations, small business investment companies and wealthy
individuals.








6






Employees





Almost
all of our employees were terminated on August 15, 2000.  Our only
employees are our officers and directors: Ms. Straton, Mr. Taubman and Ms.
Thoman.  We do not anticipate hiring additional employees until our
operations resume and expand to such a degree that necessitates hiring auxiliary
staff.   Our current employees have not received any salary or
other remuneration since 2003.  None of our employees is represented
by a labor union and we consider our relationships with our employees to be
good.





Operations





We have
not conducted any operations in approximately the last five
years.  Additionally, we have not performed any services or earned any
revenue during this time period.





Need
for Government Approval





Since we
do not have any operations, we do not currently require the approval of any
government agency.  However, such approval may become necessary based
upon the type of business we ultimately engage in.





Environmental
Compliance





We do not
face any environmental compliance issues or costs.








ITEM 1A.
            RISK
      FACTORS







ITEM 1B.
              UNRESOLVED
      STAFF COMMENTS


ITEM
2.                      DESCRIPTION
OF PROPERTY





When we
ceased operations in 2000, we terminated all of our leases.  Our
current officers and directors work out of their individual offices, which are
located throughout New York City.  The officers communicate regularly
via telephone and will meet together at their respective offices when
required.  Our corporate office is currently the office of Leser,
Hunter, Taubman and Taubman, which our Vice President, Mr. Taubman, agreed to
provide us free of charge.





ITEM  3.                      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).






7






Other
than as disclosed herein, we are not a party to any material legal proceeding
and we are unaware that any such proceeding is contemplated.




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


We did
not submit any matters to a vote of our security holders during the fourth
quarter of the fiscal year covered by this Report.







PART
II








ITEM
      5.
            MARKET
      FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES





Principal
Market or Markets





Our
securities began trading on the Nasdaq Bulletin Board under the symbol "WSYS" on
June 12, 1997; it was later removed from the Bulletin Board on March 8, 2001 to
the pink sheets and ceased trading on February 16, 2006.   As of
October 31, 2008, our common stock did not trade on any market or
exchange.  On January 22, 2009, our stock was approved for trading on
the OTC Bulletin Board.  We have not yet received a trading symbol or
Cusip number, however, we are currently in the process of obtaining
both.





Approximate
Number of Holders of Common Stock





The
number of holders of record of our common stock is estimated to be
108.





Dividends





The
holders of our common stock are entitled to receive such dividends as may be
declared by our Board of Directors.  We have not paid any dividends on
the common stock nor do we anticipate paying dividends on our common shares in
the foreseeable future.





The
holders of common stock are entitled to one vote for each share held of record
on all matters submitted to a vote of stockholders. Holders of the common stock
have no preemptive rights and no right to convert their common stock into any
other securities. There are no redemption or sinking fund provisions applicable
to the common stock.





Securities
Authorized for issuance under equity compensation plans





In March
1998, we established a Stock Option Plan. However, due to our lack of operations
and business, our board of directors terminated such Plan on April 1,
2007.  As of the date of this filing, 200,000 options remain
outstanding 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.  Due to the termination of
the Plan, no further options may be granted under the Plan.








8






The
Securities Enforcement and Penny Stock Reform Act of 1990





Our
common stock may be considered a "penny stock" as defined in certain rules under
the Securities Exchange Act of 1934. In general, a security which is not quoted
on NASDAQ or has a market price of less than $5 per share where the issuer does
not have in excess of $2,000,000 in net tangible assets is considered a penny
stock. Unless we can acquire substantial assets and trade at over $5.00 per
share on the bid, it is more likely than not that our securities, for some
period of time, would be defined under the Act as a “penny
stock.”  The Commission's Rule 15g-9 regarding penny stocks imposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally persons with net worth in excess of $1,000,000 or an annual income
exceeding $200,000 or $300,000 jointly with their spouse). For transactions
covered by the rules, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written agreement to
the transaction prior to the sale. Thus, the rules affect the ability of
broker-dealers to sell our common stock, if it is a penny stock, should they
wish to do so because of the adverse effect that the rules have upon liquidity
of penny stocks. Unless the transaction is exempt under the rules, under the
Securities Enforcement Remedies and Penny Stock Reform Act of 1990,
broker-dealers effecting customer transactions in penny stocks are required to
provide their customers with (i) a risk disclosure document; (ii) disclosure of
current bid and ask quotations if any; (iii) disclosure of the compensation of
the broker-dealer and its sales personnel in the transaction; and (iv) monthly
account statements showing the market value of each penny stock held in the
customer's account. These requirements present a substantial burden on any
person or brokerage firm who plans to trade out securities and would thereby
make it unlikely that any liquid trading market would ever result in our
securities while provisions of this Act might be applicable to those
securities.  In addition, various state securities laws impose
restrictions on transferring "penny stocks".





Blue
Sky Compliance





The
securities laws of the several states, Blue Sky laws, may restrict trading of
penny stock companies.  Management is aware that a number of states
currently prohibit the unrestricted trading of penny stock companies absent the
availability of exemptions, which are in the discretion of the states’
securities administrators.  The effect of these states’ laws would be
to limit the trading market, if any, for our shares and to make resale of shares
acquired by investors more difficult.





Recent
Sales of Unregistered Securities





We have
not sold any securities within the past three years that were not registered
under the Securities Act.






ITEM
      6.
              SELECTED
      FINANCIAL DATA





9







ITEM
      7.
            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 fiscal year ended October 31, 2008, to the fiscal year ended
October 31, 2007.





REVENUE.


Total
revenues for the year ended October 31, 2008 were $0.  This was
unchanged from our net revenues for the year ended October 31,
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 year ended October 31, 2008, was approximately
$8,800.  This was an increase of approximately $2,700 or 23% from our
2007 expenses of roughly $11,500.





LIQUIDITY AND CAPITAL
RESOURCES.


We have
incurred losses since inception, and at the end of the fiscal year on October
31, 2008, had an accumulated deficit of approximately $3,720,000. Since we were
unable to generate sufficient funds from our operations to finance our expenses,
we 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.










10




Risk
Factors






You
should carefully consider the risks described below before making an investment
in us.    All of these risks may impair our business operations.
 If any of the following risks actually occurs our business, financial
condition or results of operations could be materially adversely affected.
 In such case, the trading price of our common stock could decline, and you
may lose all or part of your investment.




We
may not be able to successfully obtain an appropriate merger
candidate.





Having
ceased operations in 2000 without making significant revenues prior thereto, it
is vital that we find a business opportunity to re-ignite our
business.  Ideally, we should find a merger candidate that will
increase shareholder value and enable us to commence
operations.  However, there is no assurance that we can identify such
a business opportunity and consummate such a business combination.





Our Limited Operating History Makes
It Difficult To Determine Our Future Success.





We were
incorporated on August 15, 1996, and launched our first online publishing site
in December 1997, although it was unsuccessful.  Furthermore, we
ceased operations in 2000 and have not had any ongoing business since
2003.  Accordingly, we have a limited operating history upon which to
evaluate our business and prospects.  Potential investors should
consider the risks, expenses, and difficulties associated with developmental
stage companies and information companies. These risks include, but are not
limited to, the absences of a significant operating history, lack of market
recognition, and limited banking and financial relationships.





Our
Stock Does Not Currently Trade, Which May Affect Our Stock's
Liquidity.





4,199,920
shares of our common stock are estimated to be currently free trading. There are
also 7,748,525 shares of our common stock, which are "restricted securities,"
subject to volume limitations and other conditions of Rule 144 under the
Securities Act. Due to the Order Instituting Proceedings, making Findings, and
Revoking Registration of Securities pursuant to Section 12(j) of the Securities
Exchange of 1934, which we executed on September 8, 2005 and which is explained
further in Note 1 to our Financial Statements, our common stock was ineligible
to trade on an exchange.  On January 20, 2009, FINRA approved our
application to re-list our common stock on the OTCBB and the listing became
effective on January 22, 2009.  However, we cannot be assures that an
active trading market for our stock will develop. In the absence of any readily
available secondary market for our securities, holders thereof may experience
great difficulty in selling their securities at or near the price originally
paid by them.





Our
common stock may be considered a “penny stock” and may be difficult to
sell.





Penny
stocks typically are equity securities with a price of less than $5.00 a share,
other than securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market, provided that current price and volume
information with respect to transactions in such securities are provided by the
exchange or system. Currently our common stock does fall under the definition of
a penny stock and is subject to Section 15(g) of the Securities Exchange Act of
1934 and the relevant rules thereunder. The "penny stock" rules impose
additional sales practice requirements on the broker-dealers who sell our
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual incomes exceeding
$200,000 or $300,000 together with their spouse). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation received by the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and the broker-dealer
must obtain the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that is subject to the penny stock
rules and investors may find it more difficult to sell their
securities.  These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of investors to sell
their shares.






11





We May Not Be Able to Obtain the
Financing and Capital Required to Maintain and Grow Our
Business.





To date,
we have incurred net losses, including net losses of $8,781 and $11,503 for the
years 2008 and 2007, respectively. As of October 31, 2008, we had an accumulated
deficit of $3,719,749. There can be no assurance that we will generate
significant revenues or achieve profitable operations. Our independent certified
public accountants' report on the financial statements includes an explanatory
paragraph stating that our ability to continue our business is dependant upon
our ability to obtain additional capital, among other things, which raises
substantial doubts about our ability to continue as a going
concern.





If we are unable to successfully
evaluate a business opportunity it would have a negative impact on our
future.





Management
will seek out and investigate business opportunities through every reasonably
available avenue, including personal contacts, professionals, securities broker
dealers, venture capital personnel, members of the financial community and
others who may present unsolicited proposals; we may also present ourselves as a
vehicle to bring a company to the public market through a "reverse"
reorganization or merger.  However, there can be no assurance that we
will be able to identify a suitable merger candidate.





We
do not know the structure of future acquisitions or how they will affect
us.





Management
has had only preliminary contacts and discussions regarding proposals or
arrangements to engage in or acquire assets, property or a business, however, we
have no present plans or agreements in place with regard to any specific
acquisition.  Accordingly, it is unclear whether such an acquisition
would take the form of an exchange of capital stock, a merger or an asset
acquisition.  However, because we have virtually no resources as of
the date of this Registration Statement, management expects that any such
acquisition would take the form of an exchange of capital
stock.  Notwithstanding the foregoing, we cannot guarantee that we
will ever have such a plan or agreement for an acquisition, in which case, our
securities will have virtually no value.





The
Absence of any Substantive Disclosure Relating to Prospective Acquisitions could
substantially increase the risk of any transaction.





Because
we have not yet identified any industry or assets, property or business that we
may engage in or acquire, potential investors will have virtually no substantive
information upon which to base a decision whether to invest in
us.  Potential investors would have access to significantly more
information if we had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. We cannot provide any assurance that any investment in us will not
ultimately prove to be less favorable than such a direct
investment.





Risks
associated with select industries or businesses are currently unknown and cannot
be ascertained.





We have
not identified any particular industry or business in which to concentrate our
potential interests.  Accordingly, prospective investors currently
have no basis to evaluate the comparative risks and merits of investing in the
industry or business in which we may ultimately consummate an
acquisition.  To the extent that we may acquire a business in a
high-risk industry, we will become subject to those risks.  Similarly,
if we acquire a financially unstable business or a business that is in the early
stages of development, we will become subject to the numerous risks to which
such businesses are subject.  Although management intends to consider
the risks inherent in any industry and business in which we may become involved,
there can be no assurance that we will correctly assess such risks.






12





We Are Dependent On Key Existing And
Future Personnel For Our Success.





Our
success will depend to a large degree upon the efforts and abilities of our
officers and key management employees. The loss of the services of one or more
of our key employees could have a material adverse effect on our business
prospects and potential earning capacity. As our business grows, we will need to
recruit and retain additional management and key employees in virtually all
phases of our operations. There can be no assurances that we will be able to
recruit or retain such new employees on terms suitable to us.





We Do Not Pay A Dividend On Our
Common or Preferred Stock.





We have
not paid any cash dividends to date, and there are no plans for paying cash
dividends on our common stock in the foreseeable future. Initial earnings that
we realize, if any, will be retained to finance our growth. Any future
dividends, of which there can be no assurance, will be directly dependent upon
our earnings, our financial requirements, and other factors.








We
have received a going concern opinion from our independent
auditors.





We have
received a going concern opinion from our independent auditors LBB and
Associates Ltd., LLP, concerning our October 31, 2008 and 2007 financial
statements. The independent auditor’s report accompanying our October 31, 2008
and 2007 financial statements contains an explanatory paragraph raising
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared “assuming that the Company will continue
as a going concern,” which contemplates that we will realize our assets and
satisfy our liabilities and commitments in the ordinary course of business. Our
ability to continue as a going concern is dependent on raising additional
capital to fund our operations and ultimately on generating future profitable
operations. There can be no assurance that we will be able to raise sufficient
additional capital or eventually have positive cash flow from operations to
address all of our cash flow needs. If we are not able to find alternative
sources of cash or generate positive cash flow from operations, our business and
shareholders will be materially and adversely affected.




ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK







13


ITEM
8.      FINANCIAL STATEMENTS


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


Westergaard.com,
Inc.


New York,
NY








We have
audited the accompanying consolidated balance sheets of Westergaard.com, Inc.
(the “Company”) as of October 31, 2008 and 2007, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for each of the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Westergaard.com, Inc.
as of October 31, 2008 and 2007, and the results of its operations and its cash
flows for each of the years then ended in conformity with accounting principles
generally accepted in the United States of America.





As
discussed in Note 2 to the consolidated financial statements, the Company's
absence of significant revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ LBB & Associates
Ltd., LLP


LBB &
Associates Ltd., LLP




Houston,
Texas


February
2, 2009









F-1











WESTERGAARD.COM,
      INC.
                                            CONSOLIDATED BALANCE
      SHEETS
                                            OCTOBER 31, 2008 and
      2007ASSETS2008
                                          
                                          
                                          2007Current
      assets:Cash
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Total
      current assets
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                          
                                          $
                                          752,841
                                          
                                          
                                          $
                                          744,060Total
      current liabilities
                                          
                                          
                                          752,841
                                          
                                          
                                          
                                          744,060Stockholders'
      deficitCommon
      stock, par value $0.001, 100,000,000
                                          
                                          
                                          11,948
                                          
                                          
                                          
                                          11,948Authorized,
      11,948,445 issued and outstanding atOctober
      31, 2008 and 2007 respectivelyAdditional
      paid in capital
                                          
                                          
                                          2,954,960
                                          
                                          
                                          
                                          2,954,960Accumulated
      deficit
                                          
                                          
                                          (3,719,749
                                          )
                                          
                                          
                                          (3,710,968
                                          )Total
      stockholders' deficit
                                          
                                          $
                                          (752,841
                                          )
                                          
                                          $
                                          (744,060
                                          )Total
      liabilities and stockholders' deficit
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -





See
Accompanying Notes to Consolidated Financial Statements








F-2








WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      YEARS ENDINGOCTOBER
      31, 2008 and 20072008
                          
                          
                          2007Expenses:General
      and administrative
                          
                          $
                          8,781
                          
                          
                          $
                          11,503Total
      expenses
                          
                          
                          8,781
                          
                          
                          
                          11,503Net
      income (loss)
                          
                          $
                          (8,781
                          )
                          
                          $
                          (11,503
                          )Net
      income (loss) per ShareBasic
      and diluted
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )Weighted
      average sharesoutstandingbasic
      and diluted
                          
                          
                          11,948,445
                          
                          
                          
                          11,948,445





See
Accompanying Notes to Consolidated Financial Statements








F-3










WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' DEFICITFOR
      THE YEARS ENDED OCTOBER 31, 2008 and 2007AdditionalCommon
      Stock
                            
                            
                            Paid
      in
                            
                            
                            AccumulatedNumber
                            
                            
                            Value
                            
                            
                            Capital
                            
                            
                            Deficit
                            
                            
                            TotalBalance
      at October 31, 2006
                            
                            
                            11,948,445
                            
                            
                            $
                            11,948
                            
                            
                            $
                            2,954,960
                            
                            
                            $
                            (3,699,465
                            )
                            
                            $
                            (732,557
                            )Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (11,503
                            )
                            
                            
                            (11,503
                            )Balance
      at October 31, 2007
                            
                            
                            11,948,445
                            
                            
                            
                            11,948
                            
                            
                            
                            2,954,960
                            
                            
                            
                            (3,710,968
                            )
                            
                            
                            (744,060
                            )Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (8,781
                            )
                            
                            
                            (8,781
                            )Balance
      at October 31, 2008
                            
                            
                            11,948,445
                            
                            
                            $
                            11,948
                            
                            
                            $
                            2,954,960
                            
                            
                            $
                            (3,719,749
                            )
                            
                            $
                            (752,841
                            )





See
Accompanying Notes to Consolidated Financial Statements








F-4








WESTERGAARD.COM,
      INC.CONSOLIDATED
      STATEMENTS OF CASHFLOWSYEARS
      ENDED OCTOBER 31, 2008 and 20072008
                
                
                2007Cash
      flows from operating activities:Net
      loss
                
                $
                (8,781
                )
                
                $
                (11,503
                )Changes
      in current assets and liabilities:Accounts
      payable and accured expenses
                
                
                8,781
                
                
                
                10,704Net
      cash used in operating activities
                
                
                -
                
                
                
                (799
                )Net
      decrease in cash
                
                
                -
                
                
                
                (799
                )Cash,
      beginning of period
                
                
                -
                
                
                
                799Cash,
      end of period
                
                $
                -
                
                
                $
                -





See
Accompanying Notes to Consolidated Financial Statements












F-5







WESTERGAARD.COM,
INC.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





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.











F-6








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 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.





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





We
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.  We 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.









F-7




Recent
Accounting Pronouncements





We do not
expect the adoption of recently issued accounting pronouncements to have a
significant impact on our results of operations, financial position or cash
flow.





NOTE 2 -
FINANCIAL CONDITION AND GOING CONCERN







At
October 31, 2008, our accumulated deficit was approximately
$3,720,000.  We will still require additional working
capital.  We are 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 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 –
INCOME TAXES





For the
years ended October 31, 2008 and 2007, we incurred net losses and, therefore,
have no tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating loss
carry-forward is approximately $3,720,000 at October 31, 2008, and will begin
expiring in the year 2028.  Our net operating loss carry forward may
be subject to certain utilization limitations in the future as a result of a
change in ownership.


The
provision for refundable Federal income tax at the rate of 34% for the years
ended October 31, 2008, and 2007 consists of the following:





2008
                  
                  
                  2007Refundable
      Federal income tax attributable to:Current
      operations
                  
                  $
                  3,000
                  
                  
                  $
                  4,000Less,
      change in valuation allowance
                  
                  
                  (3,000
                  )
                  
                  
                  (4,000
                  )Net
      provision
                  
                  $
                  -
                  
                  
                  $
                  -





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amounts at October 31, 2008 and 2007 is as
follows:





2008
                
                
                2007Deferred
      tax asset attributable to:Net
      operating loss carryover
                
                $
                1,265,000
                
                
                $
                1,262,000Less,
      Valuation allowance
                
                
                (1,265,000
                )
                
                
                (1,262,000
                )Net
      deferred tax asset
                
                $
                -
                
                
                $
                -







F-8






NOTE 4 –
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 5 –
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).

















F-9








ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





We have
had no disagreements with our certified public accountants with respect to
accounting practices or procedures or financial disclosure.





Quarterly
Evaluation of Controls




As of the
end of the period covered by this annual report on Form 10-K, the Company
evaluated the effectiveness of the design and operation of (i) their disclosure
controls and procedures, and (ii) their internal control over financial
reporting. The evaluators who performed this evaluation were our President and
Treasurer, Anne Straton; their conclusions, based on and as of the date of the
Evaluation (i) with respect to the effectiveness of our Disclosure Controls and
(ii) with respect to any change in our Internal Controls that occurred during
the most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect our Internal Controls are presented
below.




Certifications




Attached
to this annual report, as Exhibits 31.1 and 31.2, are certain certifications of
the President and Treasurer, 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 annual 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.





Disclosure
Controls and Internal Controls




Disclosure
Controls are procedures designed with the objective of ensuring that information
required to be disclosed in the Company's reports filed with the Securities and
Exchange Commission under the Securities Exchange Act, such as this annual
report, is recorded, processed, summarized and reported within the time period
specified in the Commission’s rules and forms. Disclosure Controls are also
designed with the objective of ensuring that material information relating to
the Company is made known to the President and Treasurer by others, particularly
during the period in which the applicable report is being prepared. Internal
Controls, on the other hand, are procedures which are designed with the
objective of providing reasonable assurance that (i) the Company's transactions
are properly authorized, (ii) the Company’s assets are safeguarded against
unauthorized or improper use, and (iii) the Company's transactions are properly
recorded and reported, all to permit the preparation of complete and accurate
financial statements in conformity with accounting principals generally accepted
in the United States.








23








Limitations
on the Effectiveness of Controls




The
Company's management does not expect that their Disclosure Controls or their
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.




Scope
of the Evaluation




The
President and Treasurer’s evaluation of the our Disclosure Controls and Internal
Controls included a review of the controls’ (i) objectives, (ii) design, (iii)
implementation, and (iv) the effect of the controls on the information generated
for use in this annual report. In the course of the Evaluation, the President
and Treasurer sought to identify data errors, control problems, acts of fraud,
and they sought to confirm that appropriate corrective action, including process
improvements, was being undertaken. This type of evaluation is done on a
quarterly basis so that the conclusions concerning the effectiveness of our
controls can be reported in our quarterly reports on Form 10-Q and annual
reports on Form 10-K. The overall goals of these various evaluation activities
are to monitor our Disclosure Controls and Internal Controls, and to make
modifications if and as necessary. Our external auditors also review Internal
Controls in connection with their audit and review activities. Our intent in
this regard is that the Disclosure Controls and the Internal Controls will be
maintained as dynamic systems that change (including improvements and
corrections) as conditions warrant.




Among
other matters, the Evaluation was to determine whether there were any
significant deficiencies or material weaknesses in our Internal Controls, which
are reasonably likely to adversely affect our ability to record, process,
summarize and report financial information, or whether the Evaluators identified
any acts of fraud, whether or not material, involving management or other
employees who have a significant role in our Internal Controls. This information
was important for both the Evaluation, generally, and because the Rule
13a-14(a)/15d-14(a) Certifications, Item 5, require that the President and
Treasurer disclose that information to our Board (audit committee), and our
independent auditors, and to report on related matters in this section of the
annual report. In the professional auditing literature, "significant
deficiencies" are referred to as "reportable conditions". These are control
issues that could have significant adverse affect on the ability to record,
process, summarize and report financial data in the financial statements. A
"material weakness" is defined in the auditing literature as a particularly
serious reportable condition where the internal control does not reduce, to a
relatively low level, the risk that misstatement cause by error or fraud may
occur in amounts that would be material in relation to the financial statements
and not be detected within a timely period by employee in the normal course of
performing their assigned functions. The Evaluators also sought to deal with
other controls matters in the Evaluation, and in each case, if a problem was
identified, they considered what revisions, improvements and/or corrections to
make in accordance with our ongoing procedures.








24






Conclusions




Based
upon the Evaluation, our disclosure controls and procedures are designed to
provide reasonable assurance of achieving our objectives. Based upon the
Evaluation, our President and Treasurer concluded that (i) our disclosure
controls and procedures are designed to ensure that information we are required
to disclose in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that such information is accumulated
and communicated to the our management, including our principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure, and (ii)
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 principles generally accepted in the United
States, although we did recognize a significant deficiency, as described
below in Management’s Report on Internal Controls over Financial Reporting.
Additionally, there has been no change in our Internal Controls that occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to affect, our Internal Controls.
















25






Management’s
Report on Internal Controls Over Financial Reporting





Board of
Directors and Westergaard.com, Inc.:





The
Management of Westergaard.com, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting for the
Company.  The Company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U. S. generally accepted accounting
principles.  The Company’s internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the Company’s assets, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U. S. generally accepted accounting
principles, and that  receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and, (iii) provide reasonable assurance regarding prevention of
timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements.





Internal
control over financial reporting includes the controls themselves, monitoring
and internal auditing practices and actions taken to correct deficiencies as
identified.





Because
of its inherent limitations, internal control over financial reporting, no
matter how well designed, may not prevent or detect misstatements. Accordingly,
even effective internal control over financial reporting can provide only
reasonable assurance with respect to financial statement preparation. Also, the
effectiveness of internal control over financial reporting was made as of a
specific date. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.




Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of October 31, 2008, based on criteria for effective
internal control over financial reporting described in “Internal Control—Integrated
Framework” issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Management’s assessment included an evaluation of the
design of the Company’s internal control over financial reporting and testing of
the operational effectiveness of its internal control over financial reporting.
Management reviewed the results of its assessment with the Audit Committee of
the Company’s Board of Directors.





Based on
this assessment, management determined that, as of October 31, 2008,
Westergaard.com, Inc. maintained effective internal control over financial
reporting, although we did recognize a significant deficiency.  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.





Although
currently we do not identify any material weaknesses in the process of self
assessment, we have recognized a significant deficiency in ourinternal
controls.  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.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.





Westergaard.com,
Inc.





/s/Anne
Straton


Anne
Straton


President
& Treasurer






26




ITEM
      9A(T).
              CONTROLS
      AND PROCEDURES
  
 ITEM
      9B.
                  OTHER
      INFORMATION




PART
III.





ITEM
10.                      DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT





The
following table and text set forth the names and ages of all directors and
executive officers as of February 13, 2009. The Board of Directors is comprised
of only one class. All of the directors will serve until the next annual meeting
of shareholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal.  There are no
family relationships among our directors and executive officers. Also provided
herein are brief descriptions of the business experience of each director,
executive officer and advisor during the past five years and an indication of
directorships held by each director in other companies subject to the reporting
requirements under the Federal securities laws.








NAME
                AGE
                POSITIONAnne
      H. Straton
                44
                President,
      Treasurer & DirectorWenke
      B. Thoman
                61
                DirectorLouis
      E. Taubman
                40
                Vice
      President, Secretary &
Director








Anne H. Straton,
President, Treasurer and Director:  Ms. Straton is currently an
independent investment consultant specializing in strategic planning for
privately held companies, and a registered representative with Raymond James
Financial Services Inc.  Until recently, Ms. Straton was a Partner of
Ameraudi Investment Services and Senior Vice President and Director of Ameraudi
Asset Management Inc., a New York State registered investment advisor and wholly
owned subsidiary of Interaudi Bank.   Prior to Ameraudi, Ms.
Straton served as Executive Vice President and General Manager of
Westergaard.com and is currently the Executive Vice President of the
Westergaard.com subsidiary Westergaard Broadcasting Network. Formerly, Ms.
Straton worked for the United States Embassy in Bonn, Germany, where she managed
the English speaking television network, ACT Entertainment, and for CNN
International in London, UK where she worked in Business News.  In
addition to her work in finance, Ms. Straton owns and operates an independent
film production company, and has written, directed and produced both documentary
and feature films for over 10 years. Ms. Straton received a Master of Arts in
International Communication from the European Institute for International
Communication in Maastricht, The Netherlands in 1993, and a Bachelor of Arts
from the University of Vermont in 1985.





Louis E. Taubman,
Vice President, Secretary & Director.Mr. Taubman is a
co-founder and member of TriPoint Capital Advisors, LLC, a company which
specializes in mergers and acquisitions and corporate development, compliance
and finance. Through this position, he manages all legal aspects of TriPoint
including strategic planning for the firm. Mr. Taubman advises clients with
regard to corporate restructuring, compliance, finance, and the structuring of
individual mergers and acquisitions. Prior to working with TriPoint, Mr. Taubman
was Executive Vice President and General Counsel of GroupNow!, Inc. where he
managed all legal aspects including strategic planning for GroupNow! and
structuring of its acquisitions. In addition to his position with Tripoint, Mr.
Taubman maintains a law practice located in New York's Financial District. Prior
to entering private practice, Mr. Taubman served as an attorney in the legal
department of Prudential Securities, Inc. As part of his law practice, Mr.
Taubman provides counsel to issuers, investors and underwriters with regard to
public and private finance, periodic reporting under the Securities Exchange Act
of 1934, Williams Act reporting, M&A transactions and corporate governance
issues. Mr. Taubman graduated cum laude from New York Law School and is a member
of the New York Bar.







27






Wenke B. Thoman,
Director: Ms. Thoman is the Vice President of Industrial Mineral
Holdings, Inc., a company whose principal holding; Industrial Insulation Group,
LLC produces high temperature industrial insulation in Colorado, Georgia,
Louisiana and Texas. From 1990 to 1995, she served as Chairman of Rain Hill
Group, a consulting firm specializing in corporate development issues. She
served as VP Corporate Finance at Paine Webber from 1987-1990, VP Merger and
Acquisitions at American Can Company from 1985-1987, VP Investment Banking at
Donaldson Lufkin & Jenrette from 1980 - 1985 and Director of Corporate
Development at Chargeurs SA, a diversified French company from 1977 to 1979. She
currently serves as Director of various companies and non-profit organizations.
Ms. Thoman was born in Norway and raised in Canada. She received her MBA from
INSEAD, France in 1977 and attended McGill University in Canada from
1964-1966.





Corporate
      Governance





Due to
our lack of operations and size, we have not designated an Audit Committee.
Furthermore, our common stock is not currently quoted on any exchange, so we are
not subject to any listing requirements mandating the establishment of any
particular committees.  Our board of directors acts as our Audit
Committee and performs equivalent functions, such as: recommending a firm of
independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. For these same reasons, we did not
have any other separate committees during fiscal 2008; all functions of a
nominating committee, audit committee and compensation committee are currently
performed by our directors.





Our Board
believes that, considering our size and the members of our Board, decisions
relating to director nominations can be made on a case-by-case basis by all
members of the board without the formality of a nominating committee or a
nominating committee charter. To date, we have not engaged third parties to
identify or evaluate or assist in identifying potential nominees, although we
reserve the right in the future to retain a third party search firm, if
necessary.





The Board
does not have an express policy with regard to the consideration of any director
candidates recommended by shareholders since the Board believes that it can
adequately evaluate any such nominees on a case-by-case basis.   Security
holders wishing to recommended a director nominee for consideration should
contact Ms. Anne Straton, President, at our offices in New York, New York and
provide to Ms. Straton, in writing, the recommended director nominee's
professional resume covering all activities during the past five years, the
information required by Item 401 of Regulation S-K, and a statement of the
reasons why the security holder is making the recommendation; we will evaluate
shareholder-recommended candidates under the same criteria as internally
generated candidates. We must receive such a recommendation sixty days before
each of our year end.






28





Although
the Board does not currently have any formal minimum criteria for nominees,
substantial relevant business and industry experience would generally be
considered important, as would the ability to attend and prepare for board,
committee and shareholder meetings. Any candidate must state in advance his or
her willingness and interest in serving on the board of directors.





We have
not received any recommendations for a director nominee from any
shareholder.





Financial
Expert





Since we
ceased operations in 2000 and have not had any ongoing business since 2003, we
have not deemed it necessary to have a financial expert.  If and when
we find a suitable merger candidate and commence operations, we will comply with
the requirements of Item 407 (d)(5) of Regulation S-K as necessary.





Board
Independence





We have
two directors, neither of whom are "independent" directors, as that
term is defined in Section 803 of the NYSE Alternext US LLC Company Guide
(formerly the American Stock Exchange's Listing Standards). NYSE
Alternext.





If and
when we find a suitable merger candidate and commence operations, we will comply
with the requirements of Item 407 of Regulation S-K as necessary.





Compliance
with Section 16(a) of the Exchange Act





Section
16(a) of the Exchange Act requires our officers, directors and persons who own
more than 10% of any class of our securities registered under Section 12(g) of
the Exchange Act to file reports of ownership and changes in ownership with the
SEC. Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they
file.





Since we
filed a Form 10-SB to register our common stock pursuant to Section 12(g) of the
Act, on June 26, 2007, based upon our review of copies of such reports, our
officers, directors and 10% stockholders filed the reports required by Section
16(a).





Code
of ethics





As of
October 31, 2008, we had not adopted a codeofethics that applied to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we are not currently
listed on an exchange and therefore are not subject to any listing
requirements.  As disclosed elsewhere throughout this Report, we have
not had any business operations since 2000.  As of October 31, 2008,
our common stock did not trade on any market or exchange.  On January
22, 2009, our stock was approved for trading on the OTC Bulletin
Board.  We have not yet received a trading symbol or Cusip number,
however, we are currently in the process of obtaining both.  As such,
we intend to adopt acodeofethics in the near term.









29


ITEM
      11.
              EXECUTIVE
      COMPENSATION


No cash
compensation has been awarded to, earned by or paid to Anne Straton, Louis
Taubman, or Wenke B. Thoman for their services to us.  It is
anticipated that for the foreseeable future, Ms. Straton, Mr. Taubman and Mr.
Thoman, will receive no compensation in any form for services they provide to us
in their capacities as executive officer and/or director. Prior to August 2000,
our directors received compensation of $200 per board meeting and were
reimbursed for out-of-pocket expenses incurred while attending board meetings,
however we will not pay any additional compensation to our directors at least
until we successfully complete a business combination.





Outstanding
Equity Awards at Fiscal Year-End





There are
no outstanding equity awards as of the end of our most recently completed fiscal
year.





Employment
Agreements





Currently,
no employment agreements exist with any officer or employee.





Retirement/Resignation
Plans





We do not
have any plans or arrangements in place regarding the payment to any of our
executive officers following such person’s retirement or
resignation.










ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





Securities
authorized for issuance under equity compensation plans.





Please
see Part II, Item 5: “Market for Common Equity and Related Stockholder Matters”
above.





Security
Ownership of Certain Beneficial Owners and Management





As used
in this section, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as
consisting of sole or shared voting power (including the power to vote or direct
the vote) and/or sole or shared investment power (including the power to dispose
of or direct the disposition of) with respect to the security through any
contract, arrangement, understanding, relationship or otherwise, subject to
community property laws where applicable.








30







The
following sets forth the number of shares of our $.001 par value common stock
beneficially owned by (i) each person who, as of the date hereof, was known by
us to own beneficially more than five percent (5%) of our issued and outstanding
common stock; (ii) each of the named Executive Officers; (iii) the individual
Directors; and (iv) the Officers and Directors as a group. As of the date
hereof, there are 11,948,445 common shares issued and outstanding.








Name
      and Address
                          Amount
      and Nature of Beneficial Ownership
                          Percentage
                            Of
      Voting of Securities (1)Anne
      Straton
                            63
      East 79th Street, Apt. 3B
                            New
      York, NY 10021
                          1,036,473
                          8.7%Wenke
      B. Thoman
                            180
      East 95th Street
                            New
      York, NY  10028
                          394,621
                          3.3%Louis
      E. Taubman
                            17
      State Street, Ste. 1610
                            New
      York, NY 10004
                          656,472(2)
                          5.5%All
      directors and officers as a group (3 persons)
                          2,087,566
                          17.5%


________________





(1)
            All
      Percentages have been rounded up to the nearest one hundredth of one
      percent.





(2)
            This
      amount includes 656,472 shares of our common stock held by TriPoint
      Capital Advisors, LLC, a company which Mr. Taubman holds a 30% indirect
      ownership interest.








Changes
in Control





To the
best of our knowledge, there are currently no arrangements that could cause a
change in our control, although the ultimate business transaction we pursue may
cause such a change.








ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS








We have
not conducted any business since 2000.  Furthermore, no employees or
people, other than Ms. Straton, Mr. Taubman, and Ms. Thoman have been involved
with us since 2001.  Therefore, we have not and are not involved in
any transactions during the last two years in which any of our Officers or
Directors had or will have a direct or indirect material interest.






31





We
currently use office space donated to us by Mr. Taubman, for which he does not
charge us any rent or other overhead.





Mr.
Taubman is also currently acting as our legal counsel but has agreed not to
charge any fees for such services until such time as we locate a suitable merger
or acquisition candidate or otherwise commence meaningful
operations.





Ms.
Straton, Mr. Taubman and Ms. Thoman were members of Westergaard, LLC, an entity
which was formed by our founder, John Westergaard, prior to his death and into
which he placed all of his stockholdings in
Westergaard.com.    Pursuant to the dissolution of
Westergaard, LLC on September 3, 2007, each member of the LLC received a portion
of such stockholdings in proportion to such member’s percentage interest in the
LLC.  Accordingly, Ms. Straton received 656,472 shares; TriPoint
Capital Advisors, LLC (a company in which Mr. Taubman holds a 30% indirect
ownership interest) received 656,472 shares; and Ms. Thoman received 298,905
shares.





Transactions
with Promoters





We have
not conducted any transactions with promoters.


























32





ITEM
      14.                              
      PRINCIPAL ACCOUNTANT FEES AND
SERVICES




(1) AUDIT
FEES






The aggregate fees billed for
professional services rendered by LBB & Associates, Ltd., LBB (formerly
Lopez, Blevins, Bork & Associates, LLP) for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-K or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for fiscal
years 2008 and 2007 were approximately $14,000 and $10,000,
respectively.






(2)
AUDIT-RELATED FEES






$6,000
and $5,000 for the fiscal years 2008 and 2007, respectively.






(3) TAX
FEES






NONE






(4) ALL
OTHER FEES






NONE






(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES






The
policy of our Audit Committee is to pre-approve all audit and permissible
non-audit services to be performed by the Company’s independent auditors during
the fiscal year.




No services related to Audit-Related Fees, Tax Fees or All Other Fees described
above, were approved by the Audit Committee.








ITEM
15.                                EXHIBITS
LIST
  
 Exhibit Number
                      Description3.1
                      Articles
      of Incorporation of the Company, as amended. (Incorporated by reference to
      Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the
      quarter ending July 31, 2007, which was filed on September 13,
      2007.)3.2
                      Amended
      and restated Bylaws of the Company  (Incorporated by reference
      to Exhibit 2.2 to the Company’s Form 10-SB filed on March 2,
      2000.)21.1+
                      List
      of Subsidiaries.31.1+
                      Certification
      of President Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2+
                      Certification
      of Treasurer Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1+
                      Certification
      of President and Treasurer Officer Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 + Filed
herewith.














33













SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





/s/
      Anne Straton
            
            Dated: 
      February 13, 2009Anne
      Straton
              President
      and Treasurer/s/
      Louis Taubman
            
            Dated: 
      February 13, 2009Louis
      Taubman
              Director
      & Vice President/s/
      Wenke Thoman
            
            Dated: 
      February 13, 2009Wenke
      Thoman
              Director

































34