In the Matter of Westergaard.com, Inc., Respondent.
sec.gov
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 53313 / February 15, 2006
ADMINISTRATIVE PROCEEDING
File No. 3-12205
In the Matter of
Westergaard.com, Inc.,
Respondent.
ORDER INSTITUTING PROCEEDINGS,
MAKING FINDINGS, AND REVOKING
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(j) OF THE
SECURITIES EXCHANGE ACT OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it necessary
and appropriate for the protection of investors that proceedings be, and hereby are,
instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange
Act”), against Westergaard.com, Inc. (“Westergaard” or “Respondent”).
II.
In anticipation of the institution of these proceedings, Respondent has submitted
an Offer of Settlement (the “Offer”) which the Commission has determined to accept.
Solely for the purpose of these proceedings and any other proceedings brought by or on
behalf of the Commission, or to which the Commission is a party and without admitting
or denying the findings herein, except as to the Commission’s jurisdiction over it and the
subject matter of these proceedings, Respondent consents to the entry of this Order
Instituting Proceedings, Making Findings, and Revoking Registration of Securities
Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Order”), as set forth
below.
III.
On the basis of this Order and Respondent’s Offer, the Commission finds that:
1. Westergaard (CIK No. 1106974) is a void Delaware corporation
based in New York, New York. At all times relevant to this proceeding, the
common stock of Westergaard has been registered with the Commission under
2
Exchange Act Section 12(g). As of August 29, 2005, the common stock of
Westergaard was traded on the over-the-counter markets (symbol: WSYS).
2. Westergaard has failed to comply with Exchange Act Section 13(a)
and Rules 13a-1 and 13a-13 thereunder while its common stock has been
registered with the Commission in that it has never filed any annual reports and
has not filed any quarterly reports on Form 10-QSB for any fiscal quarter
subsequent to its fiscal quarter ending July 31, 2000.
IV.
Section 12(j) of the Exchange Act provides as follows:
The Commission is authorized, by order, as it deems necessary or appropriate for
the protection of investors to deny, to suspend the effective date of, to suspend for a
period not exceeding twelve months, or to revoke the registration of a security, if
the Commission finds, on the record after notice and opportunity for hearing, that
the issuer of such security has failed to comply with any provision of this title or the
rules and regulations thereunder. No member of a national securities exchange,
broker, or dealer shall make use of the mails or any means or instrumentality of
interstate commerce to effect any transaction in, or to induce the purchase or sale
of, any security the registration of which has been and is suspended or revoked
pursuant to the preceding sentence.
In view of the foregoing, the Commission finds that it is necessary and
appropriate for the protection of investors to impose the sanction specified in
Respondent’s Offer.
Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange
Act, that registration of each class of Respondent’s securities registered pursuant to
Section 12 of the Exchange Act be, and hereby is, revoked.
By the Commission.
Nancy M. Morris
Secretary |
