WESTERGAARD COM INC
10SB12G/A, 2000-03-15
BUSINESS SERVICES, NEC
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                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                    SMALL BUSINESS ISSUERS UNDER THE 1934 ACT

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-SB/A
                                 Amendment No. 1


                              Westergaard.com, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)



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


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


Issuer's telephone   (212) 947-1999
                     --------------

Securities to be registered under Section 12(b) of the Act:

                  NONE

Securities to be registered under Section 12(g) of the Act:

                   Common and Preferred Stock $0.001 par value
                   -------------------------------------------
                                (Title of class)



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TABLE OF CONTENTS

Part I

Item One.  Description of the Business
         A.  Business Development
         B.  Business of the Issuer
Item Two.    Management's Discussion and Analysis or Plan of Operations.
Item Three.  Description of Properties

Item Four.   Security Ownership of Certain Beneficial Owners and Management

Item Five.   Directors, Executive Officers, and Control Persons

Item Six.    Executive Compensation
         A.  Directors' Compensation
         B.  Compensation of Executive Officers
Item Seven.  Certain Relationships and Related Transactions
Item Eight.  Description of Securities
         A.  Common Stock
         B.  Preferred Stock

Part II

Item One. Market for Common Equity & Related Stockholder Matters
         A.  Principal Market or Markets
         B.  Approximate Number of Holders of Common Stock
         C.  Dividends
Item Two.    Legal Proceedings
Item Three.  Changes in and Disagreements with Accountants
Item Four.   Recent Sales of Unregistered Securities
Item Five.   Indemnification of Directors and Officers.

Part F/S
Financial Statements

Part III
Index to Exhibits
Signatures
Exhibits


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PART I

ITEM ONE.  DESCRIPTION OF THE BUSINESS

A.  BUSINESS DEVELOPMENT

Westergaard.com, Inc. ("Westergaard" or "the Company") is a Delaware
Corporation. Our principal business address is 560 West 43rd Street, New York,
New York 10036. Our telephone number is (212) 947-1999.

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.

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

B.  BUSINESS OF THE ISSUER

General

We operate primarily through a wholly owned subsidiary, Westergaard Broadcasting
Network.com, Inc. ("WBN"), an early post-development stage investment research,
publishing and broadcasting venture. We engage in providing a paid
Internet-based research listing service to small cap (up to $1.5 billion
marketcap) public companies defined as "Member Affiliates." The service is
designed to assist in creating market liquidity and shareholder values for our
Member Affiliates. We believe that liquidity is equally a function of access to
accurate and timely fundamental information and analysis as it is a function of
dealer/auction market making activities.

We employ Senior Contributing Analysts with an average of more than 20 years
professional experience with institutional brokerage firms, investment bankers
and investment institutions. These analysts provide accurate, credible,
objective, and timely research and analysis characterized by sound investment
judgment that can only derive from extensive experience. Their research is
delivered to online institutional and private investors via the Internet in a
unique and original format providing a global reach and quality of investment
analysis not previously available on equal terms to private and institutional
investors.

The "unique and original format" is the WBNcyberStation(TM) ("cyberstation"), a
service of our subsidiary Westergaard Broadcasting Network.com, Inc., which
operates two Internet broadcast channels accessible via the Universal Resource
Locator (URL) at www.westergaard.com. They are Westergaard Broadcasting
Network.com and Westergaard Portal-to-Wall Street.

The WBNcyberStation(TM)

The WBNcyberStation(TM) is an Internet publishing concept developed by John
Westergaard and associates over five years beginning in April 1995. It provides
original investment analysis and aggregates financial information for our
"Member Affiliates." The purpose of the service is:


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(1)   to enhance shareholder value and improve market liquidity of the common
      shares of Member Affiliates by accurately defining them to the Internet
      investment community and helping protect them from the effects of
      misleading, fraudulent, and otherwise hostile information posted
      anonymously on Internet message boards for purposes of stock manipulation
      or other malicious intent;

(2)   to reach out to shareholders, other investors and other stakeholders such
      as customers, vendors, employees, educators and students by employing the
      facilities of the Internet in conjunction with traditional media to
      provide awareness of the services of WBN and Member Affiliates.

WBNcyberStations(TM) are constructed and maintained by Senior Contributing
Analysts and Editors. Each station is composed of 15 substations, which are
called "cyberstudios," of which six provide analytical information and analysis,
five "community" oriented services, and four resource links to other sites.
Visitors initially enter a "Briefing Room" where a short overview of the Member
Affiliate is presented. They then have a choice of cyberstudios to visit as
follows:

Analysis
                  Briefing Room - the introduction to a WBN Member Affiliate in
                  which its business strategy is outlined along with a one to
                  three year scenario of the Member Affiliate's future
                  prospects.

                  Institutional Analysis - WBN's detailed analysis, carefully
                  drafted after extensive due diligence by a WBN Contributing
                  Analyst.

                  News Analysis - recent news and events impacting a Member
                  Affiliate's business and its prospects are presented and
                  commented upon by the WBN analyst.

                  ProVestor(TM) Plus - a co-branded product of MarketGuide, Inc.
                  ProVestor(TM) consists of ten to fifteen pages of carefully
                  crafted statistics and comparative financial data on the
                  Member Affiliate.

                  Wall St. Research - other investment research is referenced by
                  source and analyst coverage. Market makers, exchange
                  specialist firms and other pertinent information is also
                  carried in this section.

                  Archive - this space is designated to host referenced WBN
                  articles and other information posted or available through
                  hypertext links.

Community
                  Company Web Site - a direct hyperlink to the WBN Member
                  Affiliate's home page.

                  Meet the Analyst - biographical information on the WBN analyst
                  and editor responsible for covering the Member Affiliate.

                  Ask the Analyst - this feature is the most popular on the WBN
                  web site. It is in effect an e-mail bulletin board by which
                  readers direct questions to, and receive answers from,


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                  WBN analysts and editors.

                  WBNcyberPatrol(TM) - this service links to message boards
                  engaged in posting commentary and information about Member
                  Affiliates. Hostile and misinformed postings are examined and
                  refuted or explained depending upon circumstances. WBN posts a
                  standing offer of a $5,000 reward for the identification of
                  any person(s) purposefully posting misleading or fraudulent
                  information relating to a WBN Member Affiliate.

                  Auditorium - this space presents slide shows and prospectively
                  advanced multimedia content.

Resource Links
                  Corporate Info - contains basic corporate information
                  including address, universal resources locators, corporate
                  officers, directors, contact information and investor
                  relations representation if applicable.

                  Quote & Chart - WBN provides a co-branded direct link to Big
                  Charts for market data including charts, stock and volume
                  quotations, price volume relationships and price volume
                  history.

                  SEC Edgar Online - a direct link is presented to SEC filings,
                  government filings and all stock exchange filings.

                  EPS Estimates - WBN provides a link to Quicken.com for the
                  latest information on Zacks earnings estimates.

Member Affiliates

Before becoming a Member Affiliate, we conduct a rigorous screening process
utilizing both professional and ethical standards. In evaluating a potential
Member Affiliate, we will conduct a through due diligence review of a company.
In performing our screening process, we will visit the proposed member affiliate
and investigate its management, its directors, and any investment bank(er) that
it is working with. In addition, we will perform a comprehensive analysis of the
company's business plan, including a determination as to what are the ideas
behind, and the feasibility of, the business plan; does the company have
sufficient management and resources to develop its business plan; and whether
the technology exists to accomplish the company's business objectives. In the
event that we are unsure whether a potential member affiliate's proposed
business plan is achievable, we will meet with the company in an effort to
redefine goals which we determine to be realistic for that company with the
desired result that the company will become a Member Affiliate. However, if we
are unsure regarding a company's proposed business, and the company cannot
justify its goals, we will not accept it to become a Member Affiliate. Member
Affiliates pay an annual listing fee for construction and maintenance of the
cyberStation of $48,000 a year, which is billed quarterly.


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The Audience

We market our services to an audience of small cap oriented institutional
investors and educated, affluent private investors. These audiences are defined
by certain attributes including a long term idea-driven investment perspective,
a respect for knowledge and learning, a global perspective on social, political,
and economic affairs as they relate to the investment decision process, and
shared values as to a commitment to honesty and integrity in the sourcing and
application of investment information. We believe this growing, influential
Internet audience will lead to acceptance of the WBNcyberStation(TM) for
web-delivered analytical investment content.

There is no user charge to investors for access 24 hours a day, seven days a
week, to WBNcyberStations(TM), Westergaard Daily Interpreter, Westergaard's
Portal-to-Wall Street, or our other services. Prior to the emergence of
Internet-based research it would not have been possible to economically produce
and deliver such a service free to all end users, if at all.

WBNcyberStation(TM) Research Components, Additional Sources of Information,
Additional Revenue Streams

In addition to a proprietary research component, each WBNcyberStation(TM)
aggregates a range of ancillary content and provides direct links to other Web
sources of relevant information. Such other sources include Market Guide
ProVestor(TM), a comprehensive analytical service, on-line sources and articles,
SEC or other government filings, market data (including price and volume data
and charts) and links to Member Affiliates' home pages. Users may directly
question our analysts by email via "Ask the Analyst." Future plans call for
introduction of multimedia presentations and facilities for user interactivity.

Our main source of revenues is the listing fee charged to Member Affiliates for
construction and maintenance of the WBNcyberStations(TM). Conferences which we,
and companies run by our founder and John Westergaard, are also a source of
revenues and profits, albeit in a declining phase as Wall Street conferencing
increasingly migrates to the Internet.

We anticipate establishing other revenue streams from multiple sources,
including but not limited to user payments for value-added services, web
advertising, co-branding/subcontracting and proposed formation of an all day
Internet-based radio station, known commonly as "webcasting." In the foreseeable
future, however, the core revenue stream will remain primarily dependent on
WBNcyberStation(TM) listing fees.

WBNcyberPatrol(TM)

We have formed WBNcyberPatrol(TM), which constitutes an integral component of
the service. The Internet contains several heavily trafficked message boards at
sites such as Yahoo!, Motley Fool, Raging Bull and Silicon Investor. These
message boards sometimes contain thousands of postings, most of which are
anonymous. Such postings occasionally influence markets, notably in the case of
thinly traded stocks, and may be employed for purposes of stock manipulation by
the posting of misleading information and rumors. WBNcyberPatrol(TM) monitors
Member Affiliate's message boards at these locations. Misleading, erroneous,
malicious or fraudulent material is brought to the attention of the editor and
analyst assigned to the targeted Member Affiliate so that clarifications can be
posted or, if called for, remedial action taken.


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We have a standing offer of a $5,000 reward for information leading to the
identification of person(s) engaged in anonymously posting fraudulent or
purposely misleading information about any Member Affiliate on Internet message
boards. We have successfully identified one party who was posting fraudulent
information about a Member Affiliate on a message board and identified this
party to the Member Affiliate. Upon finding this party's identity, the Member
Affiliate issued a cease and desist letter to the party which was effective in
restraining the party from future hostile activity. We believe that notice of
the reward may act as a deterrent to hostile postings on message boards
monitored by WBNcyberPatrol(TM).

Our Conference Series

The Westergaard Conference Series is in its 23rd year. We produce approximately
three to four conferences a year designed to introduce micromidcap public
companies (defined as up to $2 billion in market capitalization) to investment
professionals. In the past attendance at our conferences have ranged from 125 to
over 400 participating companies. Participating co-host companies are charged a
fee to present to a specified group of investment professionals in a one-day
road show format. We try to entice our Member Affiliates to participate in the
conferences by offering them a discount on the conference fees. We handle all
logistical elements of each conference including promotion and registration of
conference attendees.

Westergaard's Portal-to-Wall Street

Our Portal-to-Wall Street is an Internet portal, which can be accessed at
www.portal-to-wallstreet.com, or through a link at www.wbn.com, connects
investors to several hundred investment-related Internet sites of which many,
but not all, are reviewed by an editor. It provides a comprehensive, efficient,
one-stop gateway to financial web sites and services on the Internet. Selected
sites are reviewed and categorized examples are "Best Economic Sites," "Best
Research Sites," and "Best Internet Brokers." This service is designed to
position us as an upscale provider of services to the thoughtful long-term
investor consistent with the audience we seek to develop.

WBNfn

Our subsidiary, WBN, has been working with RadioWallStreet.com, a service of
Vcall (vcall.com) in broadcasting "Johnny Dotcom's Journal," a weekly one-half
hour CEO interview conducted by John Westergaard. Due to the positive response
by listeners to "Johnny's Dotcom's Journal," we anticipate in the fall of 2000
launching WBNfn, which we plan to be a daytime Internet radio station.

Internet radio transmissions are possible as a result of audio streaming,
meaning that a complete audio file does not have to be downloaded before music
or talk on the radio begins to broadcast. The listener does, however, need to
have a computer equip with a sound card, speakers, and an audio plug-in for the
web-browser.

WBNfn will broadcast between 9:00 a.m. and 5:00 p.m., and will carry news and
information on micromidcap stocks, including interviews with industry insiders
engaged in the micromidcap market segment, such as analysts, CEOs, brokers, and
portfolio managers. We anticipate that we will be able to


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offer features not presently available to conventional television or radio
stations. Specifically, our listeners will be able to play, rewind, and
fast-forward the program at their will, allowing them to move to specific
segments of interest. Listeners will be able to access old broadcasts in our
archives. Also, we also plan to issue daily emails alerting subscribers to the
day's programming for recall at their homes that evening and we expect that our
programs will be accessible globally via the Internet.

         Organization

We presently comprise one corporation, Westergaard.com, Inc. (OTCBB:WSYS) with
one wholly owned subsidiary: Westergaard Broadcasting Network.com. Inc (WBN).

         Raw Materials

The use of raw materials is not now a material factor in our operations.

         Competition

We are not aware of any organization that is presently or is contemplating the
business model outlined in this document, which is the aggregation of investment
analysis and information on small and mid-cap companies, including independent,
proprietary investment analysis performed by experienced professionals,
delivered over the Internet without charge to private and institutional
investors. There is, however, no technical, financial or other barrier to entry
for some individual, group of individuals, or corporate entity to provide a
comparable service to ours. Several conventional and online brokerage and
investment banking firms and other providers of quality investment and financial
information are making research available over Internet. In addition, there are
financial news and information sources that compete for readers' and
advertisers' attentions and spending.

Many of our existing competitors, as well as potential direct competitors, have
longer operating histories, greater name recognition, larger consumer and reader
bases and greater financial, technical, research, and marketing resources than
ours. This may allow them to devote greater resources than we can to develop and
promote their services. These competitors may also engage in more research and
development, undertake more far reaching marketing campaigns, and make more
attractive offers to existing and potential clients and employees, outside
contributors, strategic partners, and advertisers. These competitors may develop
content that is equal or superior to ours or that gains greater market
acceptance than our content. It is also possible that new competitors may emerge
and rapidly acquire a significant market share. We accordingly may not be able
to compete successfully for clients, advertisers, readers, and analysts, which
could materially adversely affect our business, results of operations, and
financial condition.

         Dependence on a Few Major Customers

We are primarily dependent on Member Affiliates (WBNcyberStations(TM)) for
revenues. There are at the present time (16) WBNcyberStations(TM). Although we
believe that the potential for growth in that number to be large, in which event
dependence on any single client would be proportionately lessened. However, if
we are unable to retain more Member Affiliates, we will remain dependent on our
current


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portfolio of Member Affiliates and be financially vulnerable if we were to lose
any of these affiliates as clients.

         Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts, Including Duration.

We filed for trademarks for the names of "WBNcyberStation" and "WBNcyberPatrol"
on December 22, 1998. The application is still open pending potential opposition
from third parties. If there is no opposition filed in the Office of Patent and
Trademark, we will be granted both marks. There has been no opposition filed to
date.

We also filed for trademarks for the names "Johnny Dotcom" and "Johnny Dotcom's
Journal" on January 7, 2000. These applications are still open pending potential
opposition from third parties. If no opposition is filed in the Office of Patent
and Trademark, we will be granted both marks. There has been no opposition filed
to date.

         Need for Government Approval

The Company does not require approval of any government agency to produce or
market its services.

         Effect of Existing or Probable Government Regulations on the Business

Certain existing laws or regulations specifically regulate communications or
commerce on the Web. Moreover, laws and regulations that address issues such as
user privacy, pricing, online content regulations, taxation and the
characteristics and quality of online products and services are under
consideration by federal, state, local and foreign governments and agencies.
Several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and online services providers
in a manner similar to the regulation of long distance telephone carriers and to
impose access fees on such companies. Such regulation, if imposed, could
increase the cost of transmitting data over the web. Moreover, it could take
years to determine the extent to which existing laws relating to issues such as
intellectual property ownership and infringement, libel, obscenity, and personal
privacy are applicable to the web. The Federal Trade Commission and government
agencies in certain states have been investigating certain Internet companies
regarding their use of personal information. Any new laws regulating and/or
relating to the web, or certain application or interpretation of existing laws,
could decrease the growth in the use of the web, decrease the demand for our web
site or otherwise materially adversely affect our business.

         Research and Development

Our research and development requirements primarily consist of keeping current
on developments relating to technology to support the objectives of our business
plan and other aspects of operating an Internet-based investment research,
publishing and broadcasting venture. We hired, as of January 20, 2000, a
non-executive Vice President of Business Development whose primary
responsibility is developing strategic partnerships, promoting community
business and relationships, and engaging in other common marketing tactics
designed to expand our Internet relationships. He is responsible for the "look


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and feel" of the site and of developing and implementing an Internet branding
strategy.

Management and other employees all engage in "surfing" the net in the normal
pursuit of their duties. They report observations of potential strategic
interest to the CEO and the Editorial Director including, but not limited to,
examples of new applications of technology, design and other features at other
Internet web sites. We intend to embark on a redesign of our web site in the
spring of 2000 at an estimated cost of between $50,000 and $100,000.

         Environmental Compliance

We do not face any environmental compliance issues or costs.

         Employees

We employ eight (8) full time employees. We expect to hire additional full time
employees in the next fiscal year. In addition, we also retain eleven (11)
Senior Contributing Analysts who are compensated on a retainer basis related to
their responsibilities for the construction and maintenance of individual
WBNcyberStations(TM).

         Risk Factors

Investors should be aware that there are various risks associated with us and
our business, including the ones discussed below. The following risk factors
should be carefully considered, together with other information contained in
this Form 10-SB, in evaluating us.

Our Limited Operating History Makes It Difficult To Determine Our Future
Success. We were incorporated on August 15, 1996, and launched the first
WBNcyberStation(TM) in December, 1997. Accordingly, we have a limited operating
history upon which to evaluate our business and prospects. An investor in us
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.

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
$581,576 and $1,165,939 for the years 1998 and 1999, respectively. As of October
31, 1999, we had an accumulated deficit of $2,423,993. We expect to incur
substantial up-front capital expenditures and operating costs in connection with
the operation and expansion of our web sites, which will result in significant
losses for the foreseeable future. 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 doubts about our ability to continue as a going concern.

We May Not be Able to Accomplish Our Business Plan, If We Cannot Attract and
Retain Qualified Analysts. Our future success depends substantially upon
continued efforts to recruit qualified securities


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analysts to evaluate and produce institutional level investment analysis. There
is fierce competition among brokerage and investment banking firms to recruit
analysts. We will focus, as we have, primarily on recruitment of senior analysts
with 20 or more years experience with first line brokerage and investment
banking firms and investment institutions who are at a semi-retired stage in
their careers or otherwise have cause to work independently. Were the services
of a significant number of our analysts lost or were we unable to attract
additional qualified analysts, our business, results of operations, and
financial condition could be materially or adversely affected.

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 continues to grow, 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.

Failure to Maintain and Recruit Member Affiliate Clients May Affect Our
Profitability. Our future success is substantially dependent on maintaining and
increasing the number of micromidcap companies that subscribe for the
construction and administration of WBNcyberStations(TM). The number of
micromidcap public companies willing to pay for our services may not increase.
If the market for our services develops more slowly than anticipated, our
business, results of operations, and financial condition may be materially
adversely affected.

Our Stock Has A Limited Trading Market, Which May Affect Our Stock's Liquidity.
Approximately 1,600,000 shares of our Common Stock are estimated to be currently
free trading. There are approximately 10,000,000 shares of our Common stock,
which are "restricted securities," subject to volume limitations and other
conditions of Rule 144 under the Securities Act. Our Common Stock currently
trades on the over-the-counter Bulletin Board ("OTCBB"). We cannot assure that
an active trading market for our stock will develop or continue. 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.

Furthermore, 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


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stock rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a special written determination 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 becomes subject to the penny stock rules and investors
may find it more difficult to sell their securities.

 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.

ITEM TWO.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The following discussion of the financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing in Part III of this Form 10-SB. 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 risks and uncertainties. Actual results and the
timing of events could differ materially from the forward-looking statements as
a result of a number of factors. For a discussion of the risk factors that could
cause actual results to differ materially from the forward-looking statements,
you should read the "Risk Factors" section of this Form 10-SB.

Overview

From our inception in 1996 through the present, we have considered ourselves a
development stage company. Our primary activities to date have consisted of the
following:

Developing a business model;

Marketing our services to smallcap companies;

Recruiting employees and analysts;

Initial planing and development of our web sites; and

Building of infrastructure of web sites.

COMPARISON OF RESULTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998 TO THE FISCAL
YEAR ENDED OCTOBER 31, 1999.

Our fiscal year ends on October 31st. Therefore, any reference to the end of the
year refers to the end of the stated fiscal year.

REVENUE. Total revenues decreased $166,838 or by 30% for 1999 to $380,528, as
compared to 1998.


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This is primarily due to decreasing the number of Westergaard Conferences that
we conducted in 1999 from four conferences in 1998 to three conferences in 1999.
Total revenues from our conferences in 1999 decreased by $214,598 or 52% to
$196,468 compared to 1998. We decreased the number of conferences in 1999 as a
result of what we perceived to be generally inhospitable market conditions for
smallcap companies in early 1999. Revenues from our membership fees associated
with construction and maintenance of the Cyberstations increased $334 or by .25%
to $131,667 as compared to 1998.

OTHER OPERATING EXPENSES. Other operating expenses consist primarily of salary
and administrative costs as well as professional services and fees. These
expenses also include rent, office supplies, conference expenses, leases of
computer equipment, and telephone charges. Total Other Operating Costs increased
$417,525 or 37% in 1999 to $1,546,467. This was primarily due to hiring
additional employees and analysts, costs to support web site operations and
building the infrastructure of the web sites, and Internet Service Provider
costs, which amounted to $559,878.

In addition, in March of 1999 we entered in to an agreement with MarketGuide,
Inc., for ProVestor Reports, a comprehensive analytical service, that provides
on-line sources and articles, SEC or other government filings, market data, such
as price and volume data and charts on our member affiliates. Pursuant to this
agreement we pay MarketGuide $100 a month per Member Affiliate, subject to a
$2,000 per month minimum royalty fee.


DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses consist
primarily of the depreciation of furniture, computer equipment and software, and
telecommunications equipment. Total depreciation and amortization expense in
1998 was $14,555 and $16,352 for the year ended 1999.

LIQUIDITY AND CAPITAL RESOURCES. We have incurred losses since inception, and at
the end of the fiscal year on October 31, 1999, had an accumulated deficit of
$2,423,993. We have financed our operations primarily through private financing,
discussed later in this Form 10-SB.

Net cash used in operations increased to $1,375,333 from $111,818 for 1999 as
compared to the same period in 1998. This was primarily due to an increase in
the addition of new employees, consultants and analysts, an increase in general
and administrative expenses including hiring an executive search firm to find
our new CEO, legal and accounting fees in accordance with completing an audit,
the hiring of a Marketing Director and marketing and travel expenses associated
with marketing the product.

Our material capital commitments consist of obligations under facilities,
operating leases, and salaries of our employees and analysts. We anticipate that
we will experience an increase in our capital expenditures consistent with our
anticipated growth in operations, infrastructure, including redesigning our web
site, upgrading our software and in-house computers, and increasing personal. We
anticipate that our costs for the above expenditures will be approximately
$90,000 to $150,000. We further anticipate devoting additional resources to
building strength in our brand name and business model through increased
marketing and advertising in both print media and on the Internet. We expect to
spend approximately $500,000 on marketing and advertising in the year 2000.


                                       11
<PAGE>

We also plan to launch WBNfn, our Internet radio station, in the fall of 2000.
We anticipate that we will have to hire personnel for the radio station
including financial journalists and producers. We foresee payroll costs for
WBNfn will be approximately $500,000 for its first year. We anticipate that our
operating costs for the radio station will be approximately $800,000 for its
first year.

We plan to support the radio station through advertising fees. The Internet
radio station is suitable for advertisements on-air and banner advertisements.
However, there can be no assurance that we will generate sufficient revenues
from advertisements to cover our costs or make a profit. If we do not raise
sufficient funds as a result of advertisements it may have a material adverse
effect on our business, results of operations, and our financial condition.

We anticipate seeking additional funding for our operations through public or
private financing or other arrangements. Adequate funding may not be available
when needed or may not be available on terms acceptable to us. If additional
funds are raised by issuing equity securities, dilution to existing shareholders
could result. If funding is insufficient at any time in the future, we may be
unable to develop or enhance our products and services, take advantage of
business opportunities or respond to competitive pressures, any of which could
have a material adverse effect on our business, financial condition, and results
of operations.

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

Our first fiscal quarter ends on January 31st. Any reference to the end of the
fiscal quarter refers to the end of the first fiscal quarter for the periods
discussed herein.

REVENUE. Total revenues for the fiscal quarter ended January 31, 2000 decreased
$96,197 or by 49% to $97,940 as compared to the fiscal quarter ended January 31,
1999. This is primarily due to the annual Westergaard-Strain Oil & Gas
Conference being held this year in February, after the close of the January 31
quarter, vs. being held last year in January, 1999. This is also due to a
decline in member fee income.

OTHER OPERATING EXPENSES. Other operating expenses consist primarily of salary
and administrative costs as well as professional services and fees. These
expenses also include rent, office supplies, conference expenses, leases of
computer equipment, and telephone charges. Total Other Operating Costs increased
$131,897 or 68% in the fiscal quarter ended January 31, 2000 to $324,372. This
was primarily due to the hiring of a Chief Executive Officer, which includes the
retainer of a Search firm, a Vice President of Business Development, and other
legal and accounting expenses related to becoming a reporting company.


DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses consist
primarily of the depreciation of furniture, computer equipment and software, and
telecommunications equipment. Total depreciation and amortization expense in the
fiscal quarter ended January 31, 2000 was $38,018 and $17,363 for the fiscal
quarter ended January 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES. We incurred losses during the fiscal quarter
ended January


                                       12
<PAGE>

31, 2000. Our net loss for the fiscal quarter ended January 31, 2000 was
$226,432. In the first fiscal quarter of 1999 we had net income of $1,662.

Net cash used in operations increased to $335,543 from $297,398 for the fiscal
quarter ended January 31, 2000 as compared to the same period in the first
fiscal quarter of 1999.

Our limited operating history makes predictions of our future results of
operations difficult to assess. Our operations may never generate significant
revenues, and we may never achieve profitable operations. Indeed, our history of
operating losses raises doubt about our ability to continue operations. In the
years 1998 and 1999, we incurred net losses of $581,576 and $1,165,939,
respectively. As of the end of the 1999 fiscal year, we had an accumulated
deficit of $2,423,993. Based upon our projected costs for the year 2000 and our
past operating losses, we will need to obtain sufficient additional financing or
other working capital to fund our operations, if we do not obtain additional
financing or working capital, we may not be able to continue our operations. As
a result of our operating losses and anticipated expenditures, our independent
certified public accountants' report on the financial statements includes an
explanatory paragraph stating there is substantial doubt about our ability to
continue our business as a going concern.


ITEM THREE.  DESCRIPTION OF PROPERTIES

Our executive offices are maintained in a combination commercial/residential
building at 560 West 43rd Street, Suites 39E and 31K, New York, New York 10036.
The current monthly rent for the two suites is $6,316.82 for 2,037 square feet.
On May 26, 1999, we signed a two-year lease for these premises. The building has
agreed to rent additional space to us satisfy our growth requirements. Our
Internet servers are hosted off-site at Hi-way Technologies, Inc. (a Verio, Inc.
subsidiary), 5050 Blue Lake Drive, Boca Raton, FL 33431 and Digiweb.com, 4716
Pontiac Street, Suite 306, College Park, MD 20740 at $5,746.32 per year (478.86
per month).


ITEM FOUR.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 were 11,916,445 common shares issued and outstanding.


<TABLE>
<CAPTION>
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Title of Class           Name  and  Address  of  Beneficial  Amount    of     Beneficial  Percent of Class(1)
                         Owner                               Ownership
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
<S>                      <C>                                 <C>                          <C>
Common                   John Westergaard (director)         5,565,000                    47%
                         560 West 43rd Street,
                         New York, New York 10036
- ------------------------ ----------------------------------- ---------------------------- ----------------------------

</TABLE>


                                       13
<PAGE>

<TABLE>
<S>                      <C>                                 <C>                          <C>


- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Dov Perlysky                        1,000,000                     8%
                         9 Beachwood Drive,
                         Lawrence, NY  11559
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Thomas Wojciechowsi                 0(2)                         0%
                         11 Greenbriar Lane
                         Wilton, CT.  06897
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Anne Straton (officer)               480,000(3)                   4%
                         63 East 79th Street, #3B
                         New York, NY  10021
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Derrick Ashcroft (director)         1,000(3)                      .01%
                         Flying X Ranch
                         HC 30 Box 66
                         Monticello, NM  87939
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Wenke B. Thoman (director)          0(3)                          0%
                         180 East 95th Street
                         New York, NY  10028
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   William R. Grant (director)         40,000(4)                     .03%
                         30 Sutton Place, Apartment 7B,
                         New York, New York 10022
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Joseph Allen (director)             0(5)                          0%
                         235 West 48th Street
                         New York, NY  10036
- ------------------------ ----------------------------------- ---------------------------- ----------------------------
Common                   Officers and Directors as group     7,086,000                    59%
- ------------------------ ----------------------------------- ---------------------------- ----------------------------

</TABLE>


(1)      All percentages are rounded to the nearest one hundredth.

(2)      Mr. Wojciechowski was issued 500,000 stock options exercisable $0.80
         per share.

(3)      On March 31, 1998, Directors Ashcroft and Thoman and Executive Vice
         President Straton were each issued 100,000 stock options exercisable at
         $1.00 per share. These options expire on March 31, 2008.

(4)      Does not include 289,855 shares owned by Galen Advisors, of which
         William R. Grant is a General Partner.

On May 1, 1999, Mr. Grant was issued 100,000 stock options exercisable at $3.00
per share. On the same day, he was issued 20,000 options exercisable at $0.69
per share. All 120,000 of Mr. Grant's options expire on May 1, 2009.

(5)      Does not include 100,000 shares owned by Allen & Caron, Inc., of which
         Mr. Allen is a 75% owner.

On July 7, 1999, Mr. Allen was issued 100,000 stock options exercisable at $1.00
per share. Mr. Allen's options expire on May 1, 2009.


                                       14
<PAGE>

ITEM FIVE.   DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

Our current directors and executive officers, who will serve until the next
annual meeting, or until their successors are elected or appointed and
qualified.

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
     NAME                   AGE       POSITION
- -----------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>

John Westergaard            68        Chairman of Board, Publisher, Editorial Director
- -----------------------------------------------------------------------------------------------------------------
Thomas J. Wojciechowski     40        President, Chief Executive Officer & Director
- -----------------------------------------------------------------------------------------------------------------
Anne H. Straton             36        Executive VP, Secretary, and Executive Editor
- -----------------------------------------------------------------------------------------------------------------
Derrick Ashcroft            70        Director
- -----------------------------------------------------------------------------------------------------------------
Wenke B. Thoman             54        Director
- -----------------------------------------------------------------------------------------------------------------
William R. Grant            75        Director
- -----------------------------------------------------------------------------------------------------------------
Joseph Allen                55        Director
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


BACKGROUNDS OF OFFICERS AND DIRECTORS

John Westergaard, Chairman of the Board, Publisher and Editorial Director: Mr.
Westergaard is an internationally respected investment analyst and financial
writer whose professional investment career spans 43 years. He entered the
investment business in 1957 with Standard and Poor's Corporation where he served
as a member of the President's Staff. In 1962, he co-founded Equity Research
Associates, our predecessor. In 1968, Mr. Westergaard formed a New York Stock
Exchange firm. From 1978 to 1990, he served as a Managing Director of Ladenburg
Thalmann & Co. Inc., investment bankers and New York Stock Exchange members for
over 100 years. In 1984, he founded a public mutual fund, The Westergaard Fund,
which was liquidated in 1987. From 1990 until the founding of Westergaard.com,
Inc. in 1996, Mr. Westergaard was engaged in founding, managing, and editing
Westergaard Publishing Corporation, a fax and directory publishing and
conference business. Mr. Westergaard is the Chairman of our subsidiary WBN and
has also served from 1998 to the present on the board of directors for Paulson
Capital Corporation, a public company.

Mr. Westergaard graduated from Williams College in 1953 and served in military
counterintelligence from 1953 to 1956. He has served as a guest panelist at the
U.S. Army and U.S. Navy War Colleges, has on numerous occasions been a featured
guest on "Wall Street Week" with Louis Rukeyser, a guest many times on CNBC,
CNN, PBS, and a featured speaker before several dozen investment analyst
societies and educational institutions, including Harvard Business School, The
Wharton School, and Yale University.

Thomas J. Wojciechowski, President/Chief Executive Officer: Mr. Wojciechowski
comes to Westergaard.com, Inc. from MoneyLine Network, Inc., an Internet startup
engaged in delivering financial services to the global institutional
marketplace. As a core member of the executive management, he was responsible
for strategic relationships, global sales and product marketing. Mr.
Wojciechowski is also the

                                       15

<PAGE>


President and Chief Executive Officer of our Subsidiary WBN.

From 1983 to 1998, Mr. Wojciechowski held various executive positions with
Reuters, Ltd. From 1996 to 1998, he was Director of National Accounts, Reuters
America, Inc. and Vice President of Reality Online, a Reuters subsidiary
providing Internet based transaction solutions aimed at the individual investor.
From 1988 to 1996, he was responsible for sales and operations of Reuters'
Information Management Systems in an 18 state region. Previous to that he served
five years in Germany and Switzerland primarily in sales, marketing and product
development capacities. Mr. Wojciechowski graduated from Purdue University in
1982 with a B.S. in Electrical Engineering.

Anne H. Straton, Executive Vice President, General Manager and Executive Editor:
Ms. Straton has been a manager, writer and an editor in the communications
industry for fifteen years. Prior to joining us, Ms. Straton worked for the
United States Embassy in Bonn, Germany, where she managed the English speaking
television network, ACT Entertainment from 1994-1997. In addition to station
management, Ms. Straton wrote, directed and produced network programming,
special programs and local news. Responsible for the coordination of satellite
transmissions and special broadcasts, Ms. Straton worked with international
journalists covering the European Union. Ms. Straton is also the Executive Vice
President of our subsidiary WBN.

From 1993-1994, Ms. Straton worked for CNN International in London and ongoing
from 1987-1997 co-wrote, directed and produced documentary and feature films
through her film production company, foureyesfilms. She 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 in from the University of Vermont in 1985.

Derrick Ashcroft, Director: Mr. Ashcroft owns and operates a 75,000 acre
commercial cattle ranch in New Mexico and sits on the board directors of Golf
Entertainment, Inc., Leasing Edge Corp., LEC Technologies, Inc., and Omap
Holdings, Inc. He served as Chairman of Cardiopet from 1988 to 1995, previously
held various executive positions including President, with several ventures
marketing tax-driven leasing transactions, and from 1961 to 1980 founded and
built one of the largest typesetting and graphic communications groups in
Europe. He was educated at Magdalen College in Oxford with an M.A. in History
and served as an officer in the Royal Artillery.

Wenke B. Thoman, Director: Ms. Thoman is the Vice President of Eastern
Industrial Mineral Holdings, Inc., a company engaged in importing minerals from
the Mediterranean and producing high temperature insulation in Georgia and
Louisiana. 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.

William R. Grant, Director: Mr. Grant is Chairman of Galen Associates, a venture
capital firm focused on the healthcare industry with currently over $1 billion
under management. Mr. Grant serves on the board

                                       16

<PAGE>

of directors of OSI Corp. Until recently, he served as non-executive
Vice-Chairman of SmithKline Beecham and currently is on the boards of Allergan,
Flex-Foot, Bank Audi, Vasogen, MiniMed, Ocular Sciences and Witco Chemical
Corporation. Prior to establishing Galen in 1989, Mr. Grant was Chairman of
MacKay-Shields Financial, an investment management and venture investment firm
from 1987 - 1989. He began his career as a drug and chemical analyst with Smith
Barney, eventually becoming the firm's President. Mr. Grant graduated in 1949
from Union College on whose board of trustees he currently serves.

Joseph Allen, Director: Joseph Allen is founder and principal owner of Allen &
Caron (formerly South Coast Communications), an investor relations firm based in
Irvine, California and New York City. Prior to its founding in 1988, Mr. Allen
served two years as Vice President/Corporate Affairs of General Automation,
Inc., as president and principal of Allen & McGarvey, a corporate and financial
relations agency from 1981 - 1987, and previous to that as Vice President of
Bozell & Jacobs in charge of their Newport Beach and Los Angeles offices from
1979 - 1981. Earlier in his career, Mr. Allen was employed in publishing with
Sage Publications, a publisher of scholarly journals. He has written four books,
of which "Systems in Action" (Scott Foresman) was used in the course study at
leading graduate schools of management. Mr. Allen has lectured on public
relations at UCLA Anderson Graduate School of Management and UCLA Extension. Mr.
Allen serves on the board of directors for Ophthalmic Imaging Systems, Inc.


ITEM SIX.  EXECUTIVE COMPENSATION

A.  DIRECTORS' COMPENSATION

Directors receive compensation of $200 per board meeting and are reimbursed for
out-of-pocket expenses incurred while attending board meetings.

B.  COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the current salaries for our named Executive
Officers:

SUMMARY COMPENSATION TABLE. The following table sets forth certain summary
information concerning the compensation paid to our CEO and other executive
officers.


<TABLE>
<CAPTION>

                                                                   Long Term Compensation
                                                                 ----------------------------- ----------------
Annual Compensation                                              Awards                    Payouts
                                                                 ------------------------ ---------------------
- ---------------------------------------------------------------- ------------------------ ---------------------
 (a)            (b)          (c)        (d)       (e)             (f)        (g)            (h)        (i)
<S>                                              <C>          <C>          <C>             <C>        <C>
 Name                                            Other                      Securities                 All
 And                                             Annual       Restricted    Under-          LTIP      Other
Principal                                        Compen-        stock       lying           Payouts   Compe-
Position                                         sation        Award(s)     Options/         ($)      nsation
                                                                ($)         SARs (#)                   ($)
</TABLE>

                                       17

<PAGE>


<TABLE>
<CAPTION>
Position            Year           Salary        Bonus($)         ($)
- ---------------------------------------------------------------- ----------------------------------------------
<S>                                <C>           <C>            <C>         <C>                          <C>       <C>
John Westergaard 1/1/99-1/1/00     $166,000                      ___                                     ____      ____
Chairman, Director and
Editorial Director

Tom Wojciechowski: 11/29/99 -      $200,000      $100,000        ____        500,000 options @ $0.80
President, CEO and Director

Anne Straton     1/1/99-1/1/00      $72,000                                   ____            _____      _____
Executive Vice President,
Secretary, Managing Editor                                                   100,000options @ $1.00
</TABLE>


Option/SAR Grants in Last Fiscal Year. The following table sets fourth summary
information concerning the issuance of options during the last fiscal year. No
stock appreciation rights (SAR) have been granted.

<TABLE>
<CAPTION>

                                           (Individual Grants)
- ----------------------------------------------------------------------------------------------------------------
Name               Number of    Percent of total         Exercise or     Expiration      Market
- ---------------------------------------------------------------------------------------------------
                   Securities   options/SARs              base price     date           Price on
                   Underlying   granted to                ($/Sh)                        Date of
                   Options/SARs employees in                                            Grant
                   Granted (#)  fiscal year
- ----------------------------------------------------------------------------------------------------------------
<S>               <C>           <C>                       <C>            <C>            <C>

(a). . . ........ (b) . . . . . (c). . . . . . . . . . .  (d) . . . . .  (e). . . . . . (f).....

Tom Wojciechowski  500,000          82%                    $0.80        11/29/09           $1.43
</TABLE>


ITEM SEVEN.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following transactions have been undertaken within the last two years with
related parties.

Westergaard Publishing Corp., a separate New York Corporation which was founded
by John Westergaard, is currently in the process of being dissolved. During all
times that Westergaard Publishing was incorporated, John Westergaard was an
officer, a director and a shareholder. An asset that Westergaard Publishing held
was 1,445,000 shares of Westergaard.com. Upon dissolution it was determined by
the shareholders of Westergaard Publishing, John Westergaard and Dov Perlysky,
that 1,355,000 shares of Westergaard.com would be distributed as 355,000 shares
to John Westergaard and 1,000,000 to Dov Perlysky. The 1,000,000 shares that Mr.
Perlysky received made him a beneficial owner of Westergaard.com providing him
with an 8% interest. The remaining 90,000 were distributed as compensation to
the following: 50,000 shares to Strain Consulting, Inc., for consulting
services; 25,000 to A. Joseph Tandet for legal services; 10,000 shares to Robert
Arnold as compensation for legal advice; and 5,000 shares to Alvin Rosen for
accounting services.

                                       18

<PAGE>


During the year ended October 31, 1998, Westergaard Publishing Corporation
transferred to us securities valued at approximately $93,000 in full settlement
for a $50,000 noninterest-bearing loan from us. As a result of this transaction,
we recognized a capital contribution of approximately $42,000 which represents
the excess value of securities received over the affiliated receivable.

We have unpaid expense reimbursements made by Westergaard Publishing Corporation
on behalf of us and an outstanding loan balance of $50,000 from Westergaard
Publishing Corporation. The loan bears interest of 8% per annum and does not
have a scheduled repayment date.

In connection with a short-term financing during year ended October 31, 1999, we
issued 20,000 options, with fair market value of approximately $62,200, to a
William R. Grant a member of our Board of Directors for services rendered.

In connection with the offering of our common stock completed during the period
ended October 31, 1997, during the year ended October 31, 1998, we granted
500,000 options to James Goldberg, a consultant, who assisted with the offering.
The fair value of such options was approximately $335,000 at grant date.

Some technical operations are housed with our webmaster, Paul Compton, who works
out of a home office in Minneapolis, Minnesota. We do not pay any rent to Mr.
Compton to house these operations. However, Mr.Compton is paid an annual salary
of $48,000 in his position as Webmaster for the Company.


ITEM EIGHT. DESCRIPTION OF SECURITIES

A.  COMMON STOCK

The total number of shares of Common Stock that we have the authority to issue
is 100,000,000 at $0.001 par value. As of the date hereof, 11,916,445 common
shares were issued and outstanding. Holders of shares of Common Stock are
entitled to one vote for each share on all matters to be voted on by the
shareholders, including the election of directors. Thus, holders of more than
50% of the shares voting for the election of directors can elect all of the
directors, if they so choose.

B.  PREFERRED STOCK

On February 15, 2000, our shareholder approved a proposed amendment to our
Certificate Incorporation allowing the issuance of 10,000,000 Shares of
Preferred Stock in such series and designations as the Board may form time to
time approve.

PART II

ITEM ONE. MARKET FOR COMMON EQUITY & RELATED STOCKHOLDER MATTERS

A.  PRINCIPAL MARKET OR MARKETS

                                       19

<PAGE>

NASDAQ OTC Bulletin Board

Our securities began trading on the Nasdaq Bulletin Board under the symbol
"WSYS" on June 12, 1997. During the prior two calendar years the low and high
bid prices as reflected by interdealer quotations were:

<TABLE>
<CAPTION>

- --------------------------------------------------------- -------------------------- --------------------------------
QUARTER                                                   Low Bid                    High Bid
- --------------------------------------------------------- -------------------------- --------------------------------
<S>                                                      <C>                        <C>

3rd Quarter '97                                           1 5/8                      2 7/8
- --------------------------------------------------------- -------------------------- --------------------------------
4th Quarter `97                                           1                          2
- --------------------------------------------------------- -------------------------- --------------------------------
1st Quarter '98                                           5/8                        15/16
- --------------------------------------------------------- -------------------------- --------------------------------
2nd Quarter '98                                           1/2                        3/4
- --------------------------------------------------------- -------------------------- --------------------------------
3rd Quarter '98                                           1/4                        9/16
- --------------------------------------------------------- -------------------------- --------------------------------
4th Quarter '98                                           43/246                     2 3/4
- --------------------------------------------------------- -------------------------- --------------------------------
1st Quarter '99                                           1 5/16                     6 3/8
- --------------------------------------------------------- -------------------------- --------------------------------
2nd  Quarter '98                                          15/16                      1 7/8
- --------------------------------------------------------- -------------------------- --------------------------------
3rd Quarter `99                                           1/2                        1 3/16
- --------------------------------------------------------- -------------------------- --------------------------------
4th Quarter `99                                           9/16                       1 5/8
- --------------------------------------------------------- -------------------------- --------------------------------
1st Quarter '00 to date                                   5/8                        1 1/8
- --------------------------------------------------------- -------------------------- --------------------------------
</TABLE>


B. APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

As of the date hereof, a total of 11,916,445 shares of our common stock were
outstanding. Of these, 1,603,975 are free trading and 10,312,470 are investment
shares.

The number of holders of record of our common stock is estimated to be 155. Of
these 89 are listed by our transfer agent and the balance are thought to hold
shares purchased in the market and held in brokerage accounts.

C.  DIVIDENDS

The holders of our common stock are entitled to receive such dividends as may be
declared by our Board of Directors. No dividends on the common stock were paid
by us during the periods reported herein nor do we anticipate paying dividends
on our common shares in the foreseeable future.

ITEM TWO.  LEGAL PROCEEDINGS

At this time we are not involved in any litigation and we are not aware of any
pending litigation or the possibility of future litigation which could adversely
effect the Company or our Shareholders.

We were formerly the subject of a Securities and Exchange Commission formal
investigation which was authorized in February 1998. The allegations of the
Securities and Exchange Commission formal investigation were that we and our
present and former employees may have received cash, stock, stock options, and
other consideration from issuers in exchange for providing favorable research on
those issuers without proper disclosure of the received consideration. In March
2000 the SEC notified us that the

                                       20

<PAGE>


investigation was terminated and that no enforcement action was recommended.

Currently, we display on our web site a disclaimer allowing visitors to the site
to review compensation the Company, our employees, and our officers receive for
their services. Neither the Company, its employees, or its Contributing Analysts
accept, cash, stock, stock options or other consideration for services rendered
or for any other purpose.

ITEM THREE.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have not had any disagreements on accounting and financial disclosures with
our accounting firm during the reporting period or during the preparation of its
audited financial statements for the years ending October 31, 1998, and October
31, 1999.

ITEM FOUR.  RECENT SALES OF UNREGISTERED SECURITIES

We have issued the following unregistered common stock in the three-year period
preceding the date of this Registration Statement:

On October 31, 1996, we initiated a Regulation D 504 Offering of 1,000,000
shares of common stock at $1.00 per share. The offering was fully subscribed and
closed and the shares began trading publicly on the Nasdaq OTC Bulletin Board on
June 7, 1997.

On January 15, 1999, the Company initiated a private placement pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and the provisions of
Regulation D promulgated thereunder, pursuant to which the Company offered
2,926,514 shares of common stock at $0.69 per share. As of the closing date of
the offering, 2,926,514 shares were subscribed.

ITEM FIVE. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Articles of Incorporation limit, to the maximum extent permitted by law, the
personal liability of directors and officers for damages for breach of any duty
owed to us or to our shareholders. The Articles of Incorporation provide further
that we shall have the power, in our by-laws or in any resolution of our
stockholders or directors, to undertake to indemnify our officers and directors
against any contingency or peril as may be determined to be in our best
interest, and in conjunction therewith, to procure, at our expense, policies of
insurance. Quotations on a Director's and Officer's Insurance Policy, and an
Errors and Omissions Policy are currently being sought.

                                       21

<PAGE>




SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                  WESTERGAARD.COM, INC.

                                  Date:
                                       ---------------------------------------


                                  By: /s/
                                      ----------------------------------------
                                      Thomas J. Wojciechowski, President
                                      Chief Executive Officer

                                      /s/
                                      -----------------------------------------
                                      Anne H. Straton, Executive Vice President


                                       22

<PAGE>



                                    PART F/S

FINANCIAL STATEMENTS.

         F-1 Audited financial statements for the Company for the period ending
December 31, 1999. The following financial statements are attached to this
report and filed as a part thereof.

      1) Independent Auditors' Report
      2) Financial Statements as of October 31, 1999
      4) Notes to Consolidated Financial Statements as of October 31, 1999

         F-2 Unaudited financial statements for the Company for the quarters
ended January 31, 2000, and January 31, 1999. The following financial statements
are attached to this report and filed as part of thereof.

      1) Statement of Operations
      2) Balance Sheet
      3) Consolidated Statement of Cash Flows


                                       23

<PAGE>


                 CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                      WESTERGAARD.COM, INC. AND SUBSIDIARY

                                October 31, 1999


                                       24

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Shareholders and the Board of Directors of
    Westergaard.com, Inc.


We have audited the consolidated balance sheet of Westergaard.com, Inc. and
Subsidiary (the "Company") as of October 31, 1999, and the related consolidated
statements of operations, shareholders' equity (deficit), comprehensive income
and cash flows for the years ended October 31, 1999 and 1998. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Westergaard.com, Inc. and Subsidiary as of October 31, 1999, and the
consolidated results of their operations and their consolidated cash flows for
the years ended October 31, 1999 and 1998, in conformity with generally accepted
accounting principles.

As discussed in Note C, the Company restated its financial statements for the
year ended October 31, 1998.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note H, the Company is
experiencing difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note H. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



New York, New York
December 10, 1999

                                       25

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                           CONSOLIDATED BALANCE SHEET

                                October 31, 1999
                                 (as restated)


                                     ASSETS

CURRENT ASSETS
     Cash                                              $    626,164
     Investment in securities, at market                     15,787
                               Accounts receivable           49,000
     Employee advances                                       20,765
                                                       ------------

              Total current assets                          711,716

NONCURRENT ASSETS
    Property and equipment (less accumulated
       depreciation and amortization of $33,715)             62,934
    Other assets                                              8,714
                                                       ------------

              Total noncurrent assets                        71,648
                                                       ------------

              Total assets                             $    783,364
                                                       ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses              $    136,290
    Deferred revenues                                       122,000
    Due to affiliate                                         60,033
    Other liabilities                                        45,993
                                                       ------------

           Total current liabilities                        364,316

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Common stock, par value $.001; 100
    ,000,000 shares authorized;
       11,916,445 shares issued and outstanding              11,916
    Additional paid-in capital                            2,861,275
    Accumulated deficit                                  (2,423,993)
    Accumulated other comprehensive loss                    (30,150)
                                                       ------------

          Total shareholders' equity                        419,048
                                                       ------------

          Total liabilities and shareholders' equity   $    783,364
                                                       ============


         The accompanying notes are an integral part of this statement.

                                       26
<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended October 31,



<TABLE>
<CAPTION>

                                                                    1999           1998
                                                              --------------    -----------
                                                                               (as restated)
<S>                                                           <C>                <C>
Revenues
    Member fee income (net of fees waived of $76,000            $    131,667        $   131,333
       and $22,000 in 1999 and 1998, respectively)
    Conferences (net of fees waived of $54,000 and                   196,468            411,066
       $18,000 in 1999 and 1998, respectively)
    Realized gain from investment in securities                                           3,783
    Other                                                             52,393              1,184
                                                                ------------       ------------

Total revenues                                                       380,528            547,366

Operating expenses
    Conference expense                                                93,706            181,375
    Compensation and benefits                                        507,230            431,150
    Professional services                                            320,429            166,122
    Rent and occupancy                                                65,224             58,939
    General and administrative expenses                              559,878            285,750
    Miscellaneous expense                                                                 5,606
                                                              ---------------     -------------

         Total expenses                                            1,546,467          1,128,942
                                                                  ----------         ----------

         NET LOSS                                                $(1,165,939)       $  (581,576)
                                                                  ==========         ==========

Loss per share
    Basic and diluted                                                 $(0.10)            $(0.06)
                                                                        ====              =====

Weighted-average common shares outstanding
    Basic and diluted                                             11,307,592          8,993,975
                                                                  ==========          =========
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       27
<PAGE>

Westergaard.com, Inc. and Subsidiary

            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                      Years ended October 31, 1999 and 1998


<TABLE>
<CAPTION>

                                                                 Common stocks                     Accumulated
                                                                  Additional        Accumu-          other
                                                        Par         paid-in          lated       comprehensive
                                                   -------                                           income
                                            Shares     value         capital        deficit           (loss)             Total
                                            -------   -------    ------------    -----------    ---------------      -------------
                                                                 (as restated)   (as restated)                       (as restated)
<S>                                     <C>          <C>         <C>             <C>             <C>                 <C>

Balance at October 31, 1997             8,993,975    $  8,994     $   742,981   $   (676,478)       $    -        $     75,497

Capital contributed                                                    42,516                                           42,516
                                                                       ------

Net loss                                                                            (581,576)                         (581,576)
                                                            -              -

Unrealized depreciation on
   Investment in securities                                                                        (34,922)            (34,922)
                                      -----------    --------      ----------   ---------------     -------        ------------

Balance at October 31, 1998             8,993,975       8,994        785,497      (1,258,054)      (34,922)           (498,485)

Issuance of common shares               2,922,470       2,922      2,013,578                                         2,016,500

Fair value of stock options issued                                    62,200                                            62,200

Net loss                                                                          (1,165,939)                       (1,165,939)

Unrealized appreciation on
   Investment in securities                                                                          4,772               4,772
                                      -----------    --------     -----------   ---------------   --------        -------------

Balance at October 31, 1999            11,916,445     $11,916     $2,861,275     $(2,423,993)     $(30,150)       $    419,048
                                       ==========     =======     ==========     ===========       =======        ============
</TABLE>

                                       28



<PAGE>








         The accompanying notes are an integral part of this statement.



                                       29

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                             Year ended October 31,



<TABLE>
<CAPTION>

                                                                         1999                 1998
                                                                     -------------       -------------
                                                                                         (as restated)
<S>                                                                   <C>               <C>

Comprehensive income
     Net loss                                                          $(1,165,939)         $(581,576)
     Other comprehensive income (loss)
         Unrealized depreciation on investment in securities               (30,150)           (34,922)
                                                                       -----------          ---------

Comprehensive income (loss)                                            $(1,196,089)         $(616,498)
                                                                       ===========          =========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       30


<PAGE>


Westergaard.com, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended October 31,

<TABLE>
<CAPTION>
                                                                                              1999                 1998
                                                                                          -------------       -------------
                                                                                                               (as restated)
<S>                                                                                      <C>                 <C>
Cash flows from operating activities
    Net loss                                                                               $(1,165,939)          $(581,576)
    Adjustments to reconcile net loss to net cash used in
       Operating activities
          Depreciation and amortization                                                         16,352              14,555
          Short-term financing cost - fair value of stock options issued                        62,200
          Realized gain on investment in securities                                                                 (3,783)
          Changes in operating assets and liabilities
              (Increase) in employee advances                                                   (4,125)            (12,090)
              (Increase) in accounts receivable                                                (49,000)                  -
              Decrease in other assets                                                                               7,020
              (Decrease) increase in accounts payable and
                  accrued expenses                                                            (106,349)            164,991
              (Decrease) increase in deferred revenues                                         (24,135)             99,135
              (Decrease) increase in due to affiliate                                          (50,000)             99,600
              (Decrease) increase in other liabilities                                         (54,337)            100,330
                                                                                           ------------          ----------

                      Net cash used in operating activities                                 (1,375,333)           (111,818)
                                                                                           ------------          ----------

Cash flows from investing activities
    Proceeds from sale of investment in securities                                                                  50,362
    Purchase of fixed assets                                                                   (26,018)             (3,584)
                                                                                           ------------          ----------

                      Net cash (used in) provided by investing activities                      (26,018)             46,778
                                                                                           ------------          ----------

Cash flows from financing activities
    Proceeds from issuance of stock                                                          2,016,500              20,000
                                                                                           ------------          ----------

                      Net cash provided by financing activities                              2,016,500              20,000
                                                                                           ------------          ----------

                      NET INCREASE (DECREASE) IN CASH                                          615,149             (45,040)

Cash at beginning of year                                                                       11,015              56,055
                                                                                           ------------          ----------

Cash at end of year                                                                        $   626,164           $  11,015
- -------------------                                                                        ------------          ----------

Supplemental disclosures of cash flow information: Cash paid during the year
   for:
      Interest                                                                                 $10,849
                                                                                           ------------
Noncash investing activities
- ----------------------------
    Securities received in settlement of affiliated receivable                                                  $   50,000
                                                                                                                ----------

Noncash financing activities
- ----------------------------
    Value of securities contributed in excess of affiliated receivable                                          $   42,516
                                                                                                                ----------

</TABLE>


        The accompanying notes are an integral part of these statements.

                                       31

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            October 31, 1999 and 1998


NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     1.  Organization

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

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

     2.  Investments in Securities

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

     3.  Property and Equipment

         Property and equipment are stated at cost less accumulated depreciation
         and amortization. Depreciation and amortization are computed on a
         straight-line basis over the estimated useful life of the asset.
         Computer equipment and furniture are depreciated over 5 to 7 years.
         Computer software is amortized over 3 years. Leasehold improvements are
         amortized over the lives of their respective leases or the service
         lives, whichever is shorter.

     4.  Stock-Based Compensation

         The Company, as permitted by Statement of Financial Accounting
         Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based
         Compensation," has elected to account for stock-based compensation
         using the intrinsic value method prescribed in Accounting Principles
         Board Opinion

                                       32

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1999 and 1998



NOTE A (continued)

No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."  Accordingly,
    compensation cost for common share options is measured as the excess, if
    any, of the quoted market price of the Company's common shares at the date
    of grant over the amount an employee must pay to acquire the common shares.
    The Company has adopted the disclosure requirements of SFAS No. 123.

     5.  Earnings Per Share

         Earnings per share are calculated under the provisions of Statement of
         Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per
         Share." SFAS No. 128 requires the presentation and disclosure of basic
         earnings per share, and, if applicable, diluted earnings per share.
         Basic earnings per share are computed by dividing income available to
         common shareholders by the weighted-average number of common shares
         outstanding during the period. Diluted earnings per share are based on
         the weighted-average number of common and common equivalent shares
         outstanding. The calculation takes into account the shares that may be
         issued upon exercise of stock options, reduced by the shares that may
         be repurchased with the funds received from the exercise, based on the
         average price during the year. In computing diluted earnings per share,
         only potential common shares that are dilutive (those that reduce
         earnings per share or increase loss per share) are included. Exercise
         of stock options is not assumed if the result would be antidilutive,
         such as when a loss from continuing operations is reported.

     6.  Revenue Recognition

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

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

     7.  Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

                                       33

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

October 31, 1999 and 1998



NOTE B - PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

           Computer equipment                                  $ 67,922
           Computer software                                      1,738
           Telecommunications equipment                          13,795
           Furniture and fixtures                                13,194
                                                               --------

                                                                 96,649

           Less accumulated depreciation and amortization       (33,715)
                                                               --------

                                                               $ 62,934
                                                               ========


NOTE C - RELATED PARTY TRANSACTIONS

     During the year ended October 31, 1998, Westergaard Publishing Corporation
     ("Publishing"), an affiliated entity under common control, transferred to
     the Company securities valued at approximately $93,000 in full settlement
     for a $50,000 noninterest-bearing loan from the Company. As a result of
     this transaction, the Company recognized as a capital contribution
     approximately $42,000 which was the excess value of the securities received
     over the affiliated receivable. The Company had previously recorded this
     excess as a gain in the statement of operations. As a result of this
     correction, the Company restated its financial statements for the year
     ended October 31, 1998.

     Included in due to affiliate are liabilities in connection with unpaid
     expense reimbursements made by Publishing on behalf of the Company and an
     outstanding loan balance of $50,000 from Publishing. The loan bears
     interest of 8% per annum. The loan does not have a scheduled repayment
     date.


NOTE D - STOCK OPTIONS AND STOCK-BASED COMPENSATION

     The Company has a Stock Option Plan (the "Plan") which provides an
     opportunity for participants to obtain a proprietary interest in the
     Company through the grant of nonqualified stock options to purchase shares
     of Common Stock of the Company. The Plan authorizes the issuance of options
     to purchase up to an aggregate of 5,000,000 shares of Common Stock, with
     vesting periods of up to four years and maximum option terms of ten years.
     The Plan is administered by a committee which is comprised of members of
     the Board of Directors.

                                       34

<PAGE>


Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

October 31, 1999 and 1998



NOTE D (continued)

     Information regarding the stock options is summarized below:
<TABLE>
<CAPTION>

                                         November 1, 1998 to October 31, 1999     November 1, 1997 to October 31, 1998
                                         ------------------------------------     ------------------------------------
                                                                 Weighted-                                Weighted-
                                                                  average                                  average
                                              Number             exercise               Number            exercise
                                           of options              price              of options            price
                                           -----------      -------------             -----------    ------------
<S>                                       <C>                   <C>                  <C>              <C>

        Outstanding at November 1,          1,002,500             $1.50                       -              -

        Options granted                     1,280,000              1.07               1,402,500             $1.36
        Options cancelled                    (775,000)             0.69                (400,000)             1.00
                                             --------                                ----------

        Outstanding at October 31,          1,507,500             $1.55               1,002,500             $1.50
                                            =========              ====               =========              ====

        Exercisable at October 31,          1,184,000             $1.56                 737,500             $1.68
                                            =========              ====                 =======              ====
</TABLE>

     In connection with a short-term financing, the Company, during year ended
     October 31, 1999, issued 20,000 options, with fair market value of
     approximately $62,200, to a member of the Board of Directors for services
     rendered. In connection with the offering of the Company's common stock
     completed during the period ended October 31, 1997, the Company, during the
     year ended October 31, 1998, granted 500,000 options to a consultant who
     assisted with the offering. The fair value of such options was
     approximately $335,000 at grant date.

     SFAS No. 123 established the financial accounting and reporting standards
     for stock-based compensation. It defines a fair value method of accounting
     for an employee stock option or similar equity instrument. SFAS No. 123
     also gives entities the choice between adopting the fair value method or
     continuing to use the intrinsic value method under APB 25 with footnote
     disclosures of the pro forma effects as if the fair value method had been
     adopted. The Company has opted for the latter approach. Accordingly, no
     compensation expense has been recognized for the stock options. Had the
     compensation expense for the Company's stock options been determined based
     on the fair value at the grant date for awards during the years ended
     October 31, 1999 and 1998 consistent with the provisions of SFAS No. 123,
     the Company's results of operations would have been reduced to the pro
     forma amounts indicated below:


                                       35


<PAGE>


Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

October 31, 1999 and 1998



NOTE D (continued)

                                              Year ended October 31,
                                          ------------------------------
                                            1999                  1998
                                          ---------------     ----------

      Net loss - as reported              $(1,165,939)        $(539,060)
      Net loss - pro forma                 (4,438,187)         (608,060)
      Loss per share - as reported             $(.10)             $(.06)
      Loss per share - pro forma                (.39)              (.07)

     The fair value of each option grant is established on the date of grant
     using the Black-Scholes option pricing model with the following
     assumptions:

                                                         Year ended October 31,
                                                      --------------------------
                                                         1999             1998
                                                      -----------       --------

                Expected dividend yield                     -               -
                Expected stock price volatility           157%             108%
                Expected life of options                9 years         9 years

     The risk-free interest rate used in the valuation of the option grants
     ranged from 5.26% to 6.69% for the year ended October 31, 1999, and from
     5.11% to 5.58% for the year ended October 31, 1998, depending on the
     expiration date of the options.

     The weighted-average fair value of options granted for the years ended
     October 31, 1999 and 1998 were $2.70 and $0.63, respectively. During the
     year ended October 31, 1999, the Company granted stock options whose
     exercise prices were either above or below the underlying stock's fair
     market value at the date of grant as indicated in the schedule below:

<TABLE>
<CAPTION>

                                                  Year ended October 31, 1999            Year ended October 31, 1998
                                                  ---------------------------          ------------------------------
                                                  Weighted-          Weighted-          Weighted-          Weighted-
                                                   average         average fair          average        average fair
          Stock options granted                 exercise price         value           exercise price      value
          ----------------------                --------------    -------------        --------------   ------------
<S>                                             <C>               <C>                 <C>                <C>

           Exercise price exceeds market
              price of stock at grant date           $1.00             $0.48                 $1.36            $0.65
           Exercise price less than market

</TABLE>

                                       36

<PAGE>
             price of stock at grant date             1.09              3.11


                                       37
<PAGE>

Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1999 and 1998



NOTE D (continued)

     The following summarizes information about the stock options outstanding at
October 31, 1999:

<TABLE>
<CAPTION>
                                                   Options outstanding                Options exercisable
                                            ------------------------------   --------------------------------
                                               Weighted-
                               Number           average                            Number
                             outstanding       remaining        Weighted-       exercisable          Weighted-
            Range of             at         contractual          average             at               average
            exercise         October 31,         life           exercise        October 31,           exercise
            prices               1999           (years)            price            1999                price
       -------------       ---------------  -------------     ------------   ----------------    ------------

<S>                       <C>               <C>               <C>            <C>                 <C>
           $0.69 - $1            822,500         7.73            $0.95               584,000           $0.94
           $1.01 - $2            500,000         8.42            2.00                500,000           2.00
           $2.01 - $3            185,000         9.28            3.00                100,000           3.00
                              ----------                                          ----------

           $0.69 - $3          1,507,500                                           1,184,000
                               =========                                           =========
</TABLE>


NOTE E - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109 ("SFAS No. 109"), which requires an
     asset and liability approach to financial accounting and reporting for
     income taxes. Deferred income tax assets and liabilities are computed
     annually for differences between the financial statement and tax bases of
     assets and liabilities that will result in taxable or deductible amounts in
     the future, based on enacted tax laws and rates applicable to the periods
     in which the differences are expected to affect taxable income. Valuation
     allowances are established, when necessary, to reduce deferred tax assets
     to the amount expected to be realized. The tax effect of the temporary
     differences at October 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                          October 31,           October 31,
                                                                              1999                 1998
                                                                          -------------        -------------
<S>                                                                      <C>                    <C>

               Deferred tax asset
                   Net operating loss benefit                              $ 1,079,000           $ 570,000
                   Less valuation allowance                                 (1,079,000)           (570,000)
                                                                            ----------            --------
</TABLE>




                                       38





<PAGE>

<TABLE>
<S>                                                                      <C>                    <C>
                  Net deferred tax asset                               $    - 0 -             $   - 0 -
                                                                           ===========            ==========
</TABLE>


                                       39

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1999 and 1998



NOTE E (continued)

     At October 31, 1999, the Company has carryforward losses which are
     available to offset future Federal and state taxable income. Such losses
     expire as follows:

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

                          $2,330,000
                          ==========

NOTE F - COMMITMENTS AND CONTINGENCIES

     1.  Operating Leases

     The Company is obligated to make payments under noncancellable operating
     leases expiring in 1999. Such leases contain renewable options which allow
     the Company to renew the lease for two additional years at the end of each
     lease period. Total future minimum rental payments under these operating
     leases were approximately $94,000 at October 31, 2000. Total rental
     expenses for the years ended October 31, 1999 and 1998 were approximately
     $61,000 and $59,000, respectively.

     2.  SEC Investigation

     The Company is currently subject to a formal order of investigation dated
     February 13, 1998 pursuant to Rule 79a) of the Securities and Exchange
     Commission (the "SEC") Rules relating to investigations. The investigation
     concerns certain allegations that the Company may have failed to make
     appropriate disclosures on its Web pages.

         The SEC took testimony of Company's Chief Executive Officer on October
         1, 1998 and interviewed at least two of the Company's corporate
         clients. The Company is unaware of any activity since October 1, 1998
         by the SEC in this matter. The Company has fully cooperated with the
         investigation and has reviewed with the SEC staff members its
         disclosure polices. The Company cannot predict whether this
         investigation will result in any type of formal enforcement action and
         whether any such action might have an adverse effect on the financial
         condition of the

                                       40
<PAGE>

         Company.

                                       41
<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                            October 31, 1999 and 1998



NOTE G - EARNINGS PER SHARE

     The weighted-average shares used in computing earnings per share were
     11,307,597 and 8,993,975, respectively, for the years ended October 31,
     1999 and 1998. As the Company had net operating loss from continuing
     operations, the effect of stock options outstanding at October 31, 1999 and
     1998 is antidilutive and is therefore not part of the computation of
     diluted earnings per share.


NOTE H - GOING CONCERN MATTERS

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements during the years ended October 31, 1999 and 1998, the Company
     incurred losses of $1,165,939 and $581,576, respectively. The Company's
     continuing operating losses and insufficient cash flow to meet its
     operating needs are factors, among others, which may indicate that the
     Company will be unable to continue as a going concern for a reasonable
     period of time.

     The financial statements do not include any adjustments relating to the
     recoverability of assets and classification of liabilities that might be
     necessary should the Company be unable to continue as a going concern. The
     Company's continuation as a going concern is dependent upon its ability to
     generate sufficient cash flow to meet its obligations on a timely basis, to
     obtain additional financing as may be required, and ultimately to attain
     profitability. The Company currently anticipates conducting a private
     offering of preferred stock in the fiscal year of 2000 in order to raise
     additional capital required to fund operations for the foreseeable future
     and implement its business plan. In the event that the Company is not able
     to obtain such additional outside financing, the Company would scale back
     its growth plans and business operations to allow it to continue without
     the additional capital. Specifically, the Company would eliminate or delay
     plans to pursue formation of an online radio station, limit its marketing
     and advertising budget, and, if necessary, scale down its payroll expenses.

                                       42


<PAGE>




                        CONSOLIDATED FINANCIAL STATEMENTS

                      WESTERGAARD.COM, INC. AND SUBSIDIARY

              For the three months ended January 31, 2000 and 1999

                                    Unaudited

                                       43

<PAGE>


                              Westergaard.com, Inc.

                        STATEMENTS OF FINANCIAL CONDITION

                            January 31, 2000 and 1999
                                    Unaudited


<TABLE>
<CAPTION>


                                                                                       2000             1999
                                                                                       ----             ----
<S>                                                                                <C>              <C>

                                     ASSETS

CURRENT ASSETS
                                              Cash                                  $  284,055        $ 1,710,029
     Investment in securities, at market                                                15,787             11,015
                                      Accounts receivable                               39,000                  -
                                    Subscription receivable                                  -            212,000
     Employee advances                                                                  20,665             18,940
                                                                                    ----------        -----------

              Total current assets                                                     359,507          1,951,984

NONCURRENT ASSETS
    Property and equipment (less accumulated
       depreciation and amortization of $38,018 and $17,363, respectively)              65,197             61,356
    Other assets                                                                        13,502             10,714
                                                                                    ----------        -----------

              Total noncurrent assets                                                   78,699             72,070
                                                                                    ----------        -----------

              Total assets                                                          $  438,206        $ 2,024,054
                                                                                    ==========        ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Short term loan                                                                           -       $   200,000
    Accounts payable and accrued expenses                                                63,881            55,522
    Deferred revenues                                                                    76,000            48,661
    Due to affiliate                                                                     55,217           110,033
    Other liabilities                                                                    50,492            90,161
                                                                                    -----------       -----------

              Total current liabilities                                                 245,590           504,377

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Common stock, par value $.001; 100,000,000 shares authorized;
       11,916,445 shares issued and outstanding                                          11,916            11,916
    Additional paid-in capital                                                        2,861,275         2,799,075
    Accumulated deficit                                                              (2,650,425)       (1,256,392)
    Accumulated other comprehensive loss                                                (30,150)          (34,922)
                                                                                    -----------       -----------

              Total shareholders' equity                                                192,616         1,519,677
                                                                                    -----------       -----------

              Total liabilities and shareholders' equity                            $   438,206       $ 2,024,054
                                                                                    ===========       ===========



</TABLE>
                                       44

<PAGE>


                              Westergaard.com, Inc.

                            STATEMENTS OF OPERATIONS

                     For the three months ended January 31,
                                    Unaudited


<TABLE>
<CAPTION>


                                                                 2000               1999
                                                                 ----               ----
<S>                                                        <C>                 <C>
Revenues
    Member fee income                                      $   21,000          $  42,001
    Conferences                                                67,480            145,473
    Other                                                       9,460              6,663
                                                           ----------          ---------

Total revenues                                                 97,940            194,137

Operating expenses
    Conference expense                                         18,618             32,781
    Compensation and benefits                                 159,306             83,846
    Professional services                                      26,888              9,996
    Rent and occupancy                                         18,180             18,741
    General and administrative expenses                       100,324             44,991
    Miscellaneous expense                                       1,056              2,120
                                                           ----------          ---------

         Total expenses                                       324,372            192,475
                                                           ----------          ---------

         NET (LOSS) INCOME                                 $ (226,432)         $   1,662
                                                           ==========          =========

(Loss) income per share
    Basic and diluted                                      $   (0.019)         $  (0.000)

Weighted-average common shares outstanding
    Basic and diluted                                      11,916,445          9,115,745
                                                           ==========          =========

</TABLE>
                                       45










<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

              For the three months ended January 31, 2000 and 1999

<TABLE>
<CAPTION>



                                                                    2000                1999
                                                                    ----                ----
<S>                                                              <C>                <C>
Comprehensive income
     Net loss                                                     $(226,423)          $  1,662
     Other comprehensive income (loss)
         Unrealized depreciation on investment in
           securities                                               (30,150)           (34,922)
                                                                  ---------           --------

Comprehensive income (loss)                                       $(254,573)          $(33,260)
                                                                  =========           ========


</TABLE>

                                       46


<PAGE>


Westergaard.com, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the three months ended January 31, 2000 and 1999
                                    Unaudited

<TABLE>
<CAPTION>


                                                                                    2000              1999
                                                                                -------------     -----------
<S>                                                                             <C>               <C>
Cash flows from operating activities
    Net loss                                                                    $(226,432)         $    1,662
    Adjustments to reconcile net loss to net cash used in
       operating activities
          Depreciation and amortization                                             4,303                   -

          Changes in operating assets and liabilities
              Decrease (Increase) in employee advances                                100              (2,300)
              Decrease in accounts receivable                                      10,000                   -
              (Increase) in other assets                                           (4,788)             (2,000)
              (Decrease) in accounts payable and accrued expenses                 (72,409)           (187,117)
              (Decrease) in deferred revenues                                     (46,000)            (97,474)
              (Decrease) in due to affiliate                                       (4,816)                  -
              (Decrease) increase in other liabilities                              4,499             (10,169)
                                                                                ---------          ----------

                      Net cash used in operating activities                      (335,543)           (297,398)
                                                                                ---------          ----------

Cash flows from investing activities
    Purchase of fixed assets                                                       (6,566)             (8,088)
                                                                                ----------         ----------

                      Net cash (used in) provided by investing activities          (6,566)             (8,088)
                                                                                ----------         ----------

Cash flows from financing activities
    Proceeds from short term loan                                                                     200,000
    Proceeds from issuance of stock                                                     -           1,804,500
                                                                                ----------         ----------

                      Net cash provided by financing activities                         -           2,004,500
                                                                                ----------         ----------

                      NET INCREASE (DECREASE) IN CASH                            (342,109)          1,699,014

Cash at beginning of year                                                         626,164              11,015
                                                                                ----------         ----------

Cash at end of year                                                             $ 284,055          $1,710,029
- -------------------                                                             =========          ==========


</TABLE>
                                       47



<PAGE>


                      Westergaard.com, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              For the three months ended January 31, 2000 and 1999



NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     1.  Organization

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

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

     2.  Investments in Securities

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

     3.  Property and Equipment

         Property and equipment are stated at cost less accumulated depreciation
         and amortization. Depreciation and amortization are computed on a
         straight-line basis over the estimated useful life of the asset.
         Computer equipment and furniture are depreciated over 5 to 7 years.
         Computer software is amortized over 3 years. Leasehold improvements are
         amortized over the lives of their respective leases or the service
         lives, whichever is shorter.

     4.  Stock-Based Compensation

         The Company, as permitted by Statement of Financial Accounting
         Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based
         Compensation," has elected to account for stock-based compensation
         using the intrinsic value method prescribed in Accounting Principles
         Board Opinion

                                       48

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999


NOTE A (continued)

No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." Accordingly,
    compensation cost for common share options is measured as the excess, if
    any, of the quoted market price of the Company's common shares at the date
    of grant over the amount an employee must pay to acquire the common shares.
    The Company has adopted the disclosure requirements of SFAS No. 123.

     5.  Earnings Per Share

         Earnings per share are calculated under the provisions of Statement of
         Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per
         Share." SFAS No. 128 requires the presentation and disclosure of basic
         earnings per share, and, if applicable, diluted earnings per share.
         Basic earnings per share are computed by dividing income available to
         common shareholders by the weighted-average number of common shares
         outstanding during the period. Diluted earnings per share are based on
         the weighted-average number of common and common equivalent shares
         outstanding. The calculation takes into account the shares that may be
         issued upon exercise of stock options, reduced by the shares that may
         be repurchased with the funds received from the exercise, based on the
         average price during the year. In computing diluted earnings per share,
         only potential common shares that are dilutive (those that reduce
         earnings per share or increase loss per share) are included. Exercise
         of stock options is not assumed if the result would be antidilutive,
         such as when a loss from continuing operations is reported.

     6.  Revenue Recognition

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

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

     7.  Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

                                       49

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999



NOTE B - PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

<TABLE>
<CAPTION>


                                                                     2000                 1999
                                                                     ----                 ----
           <S>                                                     <C>                  <C>
           Computer equipment                                      $ 68,469              54,210
           Computer software                                          4,927                   0
           Telecommunications equipment                              11,776              13,795
           Furniture and fixtures                                    18,043              10,714
                                                                   --------              ------

                                                                    103,215              78,719

           Less accumulated depreciation and amortization           (38,018)            (17,363)
                                                                   --------             -------

                                                                   $ 65,197             $61,356
                                                                   ========             =======

</TABLE>


NOTE C - RELATED PARTY TRANSACTIONS


     Included in due to affiliate are liabilities in connection with unpaid
     expense reimbursements made by Westergaard Publishing Corporation, an
     affiliated entity under common control, on behalf of the Company and an
     outstanding loan balance of $50,000 and $100,000 at January 31, 2000 and
     1999 respectively from Publishing. The loan bears interest of 8% per annum.
     The loan does not have a scheduled repayment date.


NOTE D - STOCK OPTIONS AND STOCK-BASED COMPENSATION

     The Company has a Stock Option Plan (the "Plan") which provides an
     opportunity for participants to obtain a proprietary interest in the
     Company through the grant of nonqualified stock options to purchase shares
     of Common Stock of the Company. The Plan authorizes the issuance of options
     to purchase up to an aggregate of 5,000,000 shares of Common Stock, with
     vesting periods of up to four years and maximum option terms of ten years.
     The Plan is administered by a committee which is comprised of members of
     the Board of Directors.


                                       50


<PAGE>


Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999


NOTE D (continued)

     Information regarding the stock options is summarized below:

<TABLE>
<CAPTION>


                                         November 1, 1999 to January 31, 2000     November 1, 1998 to January 31, 1999
                                         ------------------------------------     ------------------------------------
                                                                 Weighted-                                Weighted-
                                                                  average                                  average
                                              Number             exercise               Number            exercise
                                           of options              price              of options            price
                                           -----------      -------------             -----------    ------------
<S>                                        <C>              <C>                       <C>            <C>

        Outstanding at November 1,          1,507,500             $1.55               1,002,500             $1.50

        Options granted                       525,000              0.81                 100,000              1.00
                                            ---------                                 ---------

        Outstanding at January 31,          2,032,500              1.36               1,102,500              1.45
                                            =========              ====               =========              ====

        Exercisable at January 31,          1,184,000             $1.56                 864,000              1.58
                                            =========              ====               =========              ====

</TABLE>



     SFAS No. 123 established the financial accounting and reporting standards
     for stock-based compensation. It defines a fair value method of accounting
     for an employee stock option or similar equity instrument. SFAS No. 123
     also gives entities the choice between adopting the fair value method or
     continuing to use the intrinsic value method under APB 25 with footnote
     disclosures of the pro forma effects as if the fair value method had been
     adopted. The Company has opted for the latter approach. Accordingly, no
     compensation expense has been recognized for the stock options. Had the
     compensation expense for the Company's stock options been determined based
     on the fair value at the grant date for awards during the three months
     ended January 31, 2000 and 1999 consistent with the provisions of SFAS No.
     123, the Company's results of operations would have been reduced to the pro
     forma amounts indicated below:

                                       51



<PAGE>


Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999



NOTE D (continued)


                                               Three months ended January 31,
                                               --------------------------------
                                                     1999               1999
                                               ------------         -----------

      Net (loss)/income - as reported             $(226,432)         $  1,662
      Net loss - pro forma                         (318,245)          (19,612)
      Loss/income per share - as reported            $(.019)            $.000
      Loss per share - pro forma                      (.027)            (.002)

     The fair value of each option grant is established on the date of grant
     using the Black-Scholes option pricing model with the following
     assumptions:

                                               Three months ended January 31,
                                              -------------------------------
                                                 2000                   1999
                                              --------                 ------
          Expected dividend yiel                     -                      -
          Expected stock price volatility          166%                   140%
          Expected life of options             8.5 years                9 years

     The risk-free interest rate used in the valuation of the option grants was
     approximately 5.26% for the three months ended January 31, 2000, and range
     from 5.26% to 6.56% for the three months ended January 31, 1999, depending
     on the expiration date of the options.

     The weighted-average fair value of options granted for the three months
     ended January 31, 2000 and 1999 were $1.39 and $0.49, respectively. During
     the three months ended January 31, 2000, the Company granted stock options
     whose exercise prices were either above or below the underlying stock's
     fair market value at the date of grant as indicated in the schedule below:

<TABLE>
<CAPTION>


                                                 Three ended January 31, 2000           Three ended January 31, 1999
                                                 ----------------------------           ----------------------------
                                                  Weighted-          Weighted-            Weighted-        Weighted-
                                                   average         average fair            Average        average fair
          Stock options granted                 exercise price         value           exercise price         Value
          ----------------------                --------------    -------------        --------------    ----------
          <S>                                   <C>               <C>                  <C>               <C>
          Exercise price exceeds market
              price of stock at grant date           $1.00             $0.68                 $1.00            $0.49
           Exercise price less than market
              price of stock at grant date            0.80              1.43                  -                -


</TABLE>

                                       52
<PAGE>


Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999

NOTE D (continued)

     The following summarizes information about the stock options outstanding at
January 31, 2000:

<TABLE>
<CAPTION>


                                                   Options outstanding                Options exercisable
                                            ------------------------------   ----------------------------
                                               Weighted-
                               Number           average                            Number
                             outstanding       remaining        Weighted-       exercisable        Weighted-
            Range of             at           contractual       average             at             average
            exercise         January 31,         life           exercise        January 31,        exercise
            prices              2000            (years)         price             2000            price
           ---------         -----------    ------------      ------------   ----------------    ------------
           <S>            <C>              <C>               <C>            <C>                 <C>

           $0.69 - $1          1,347,500         8.43           $0.95             584,000          $0.94
           $1.01 - $2            500,000         8.17            2.00             500,000           2.00
           $2.01 - $3            185,000         9.03            3.00             100,000           3.00
                               ---------                                       ----------
           $0.69 - $3          2,032,500                                        1,184,000
                               =========                                       ==========



</TABLE>

NOTE E - INCOME TAXES

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


                                                  January 31,        January 31,
                                                     2000               1999
                                                  -----------        -----------

               Deferred tax asset
                   Net operating loss benefit     $ 1,184,000       $ 539,000
                   Less valuation allowance        (1,184,000)       (539,000)
                                                  -----------       ---------

                      Net deferred tax asset      $     - 0 -       $   - 0 -
                                                  ===========       =========

                                       53

<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999



NOTE E (continued)

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

                       Net operating loss        Expiration date
                       ------------------        ---------------
                         $   617,000               10/31/2017
                             543,000               10/31/2018
                           1,170,000               10/31/2019
                             227,000               10/31/2020
                          ----------

                          $2,557,000
                          ----------

NOTE F - COMMITMENTS AND CONTINGENCIES

     1.  Operating Leases

     The Company is obligated to make payments under noncancellable operating
     leases expiring in 2000 and 2001. Such leases contain renewable options
     which allow the Company to renew the lease for two additional years at the
     end of each lease period. Total future minimum rental payments under these
     operating leases were approximately $75,000 at January 31, 2000. Total
     rental expenses for the years ended January 31, 2000 and 1999 were
     approximately $18,000 and $19,000, respectively.

     2.  SEC Investigation

     The Company had been the subject to a formal order of investigation dated
     February 13, 1998 pursuant to Rule 79a) of the Securities and Exchange
     Commission (the "SEC") Rules relating to investigations. The investigation
     concerns certain allegations that the Company may have failed to make
     appropriate disclosures on its Web pages.

     The SEC took testimony of Company's Chief Executive Officer on October 1,
     1998 and interviewed at least two of the Company's corporate clients. The
     Company had fully cooperated with the investigation and has reviewed with
     the SEC staff members its disclosure polices. Subsequent to January 31,
     2000, the Company has been notified by the SEC that the investigation has
     been terminated and that no enforcement action has been recommended.

                                       54


<PAGE>


                      Westergaard.com, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

              For the three months ended January 31, 2000 and 1999



NOTE G - EARNINGS PER SHARE

     The weighted-average shares used in computing earnings per share were
     11,916,445 and 9,115,745, respectively, for the three months ended January
     31, 2000 and 1999. As the Company had net operating loss from continuing
     operations, the effect of stock options outstanding at January 31, 2000 and
     1999 is antidilutive and is therefore not part of the computation of
     diluted earnings per share.


NOTE H - GOING CONCERN MATTERS

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, the Company incurred accumulative losses of $2,650,425 as of
     January 31, 2000. The Company's continuing operating losses and
     insufficient cash flow to meet its operating needs are factors, among
     others, which may indicate that the Company will be unable to continue as a
     going concern for a reasonable period of time.

     The financial statements do not include any adjustments relating to the
     recoverability of assets and classification of liabilities that might be
     necessary should the Company be unable to continue as a going concern. The
     Company's continuation as a going concern is dependent upon its ability to
     generate sufficient cash flow to meet its obligations on a timely basis, to
     obtain additional financing as may be required, and ultimately to attain
     profitability. The Company currently anticipates conducting a private
     offering of preferred stock in the fiscal year of 2000 in order to raise
     additional capital required to fund operations for the foreseeable future
     and implement its business plan. In the event that the Company is not able
     to obtain such additional outside financing, the Company would scale back
     its growth plans and business operations to allow it to continue without
     the additional capital. Specifically, the Company would eliminate or delay
     plans to pursue formation of an online radio station, limit its marketing
     and advertising budget, and, if necessary, scale down its payroll expenses.

                                       55


<PAGE>





                                    PART III

INDEX TO EXHIBITS

EXHIBIT NUMBER         DESCRIPTION

    *(2)          Articles of Incorporation and By-laws:
     *2.1         Certificate of Incorporation
     *2.2         By-Laws
- ------------
    Filed as Exhibit 2, 2.1 and 2.2 respectively in Westergaard.com, Inc.'s From
10-SB filed on March 2, 2000, and incorporated herein reference.




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