SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q








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


FOR
THE QUARTERLY PERIOD ENDED:  March 31, 2010





OR





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





FOR
THE TRANSITION PERIOD FROM  TO
__________





Commission
File Number 000-52546





Oldwebsites.com,
Inc.


(Name of
Small business Issuer in its charter)


Utah
            98-0212805(State
      or other jurisdiction of incorporation or organization
            (I.R.S.  Employer
      Identification No.)





175
      East 400 South Suite 900, Salt Lake City, Utah
              84111
              801-531-0404(Address
      of principal executive offices)
              (Zip
      Code)
              (Issuer's
      telephone number)
  www.oldwebsites.com


(Web
Address)





(Copies
to:)


Steve
Taylor, 175 East 400 South, Suite 900 Salt Lake City, Utah,
84111              801
578-3283





Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  ( x
)    No (  )





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:


Large
      Accelerated
    Filer   (    )
            Accelerated
      Filer (   )Non-Accelerated
      Filer     (    )
            Smaller
      Reporting Company ( x )





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act:    Yes ( x
)   No  ( )





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest applicable date:  May 6,
2010  -  7,909,345 common shares








OLDWEBSITES.COM,
INC.


FORM
10-Q


QUARTER
ENDED March 31, 2010





TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Balance Sheets – March 31, 2010 and December 31, 2009
      (Unaudited)
            3Condensed
      Statements of Operations for the Three Months Ended March 31, 2010 and
      2009 (Unaudited)
            4Condensed
      Statements of Cash Flows for the Three Months Ended March 31, 2010 and
      2009 (Unaudited)
            5Notes
      to Condensed Financial Statements (Unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            8Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            11Item
      4T.
            Controls
      and Procedures
            11PART
      II – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            12Item
      1A.
            Risk
      Factors
            12Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            12Item
      3.
            Default
      Upon Senior Securities
            12Item
      5.
            Other
      Information
            12Item
      6.
            Exhibits
            12Signatures
            
            13










PART
I – FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS


OLDWEBSITES.COM,
      INCCONDENSED
      BALANCE SHEETS(Unaudited)March
      31,
              
              
              December
      31,2010
              
              
              2009ASSETSCurrent
      AssetsCash
              $
              540
              
              
              $
              1,536Total
      Assets
              
              540
              
              
              
              1,536LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      expenses
              
              11,250
              
              
              
              11,600Loan
      payable to related party
              
              11,000
              
              
              
              8,000Total
      Current Liabilities
              
              22,250
              
              
              
              19,600Stockholders'
      DeficitCommon
      shares - $0.00 par value; 150,000,000 sharesauthorized;
      7,909,345 shares issued and outstanding, respectively
              
              131,927
              
              
              
              131,927Additional
      paid-in capital
              
              46,000
              
              
              
              46,000Accumulated
      deficit
              
              (199,637
              )
              
              
              (195,991
              )Total
      Stockholders' Deficit
              
              (21,710
              )
              
              
              (18,064
              )Total
      Liabilities and Stockholders' Deficit
              $
              540
              
              
              $
              1,536


See the
accompanying notes to the condensed unaudited financial
statements.
  3


OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF OPERATIONS(Unaudited)For
      The Three MonthsEnded
      March 31,2010
              
              
              2009Sales
              
              $
              -
              
              
              $
              1,685Selling,
      general and administrative expenses
              
              
              (3,646
              )
              
              
              (5,493
              )Net
      Loss
              
              $
              (3,646
              )
              
              $
              (3,808
              )Basic
      and Diluted Loss Per Common Share
              
              $
              -
              
              
              $
              -Weighted-Average
      Common Shares Outstanding
              
              
              7,909,345
              
              
              
              7,909,345
 
 See the
accompanying notes to the condensed unaudited financial statements.


4




OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF CASH FLOWS(Unaudited)For
      the Three Months Ended March 31,
            2010
            
            
            2009Cash
      Flows From Operating Activities:Net loss
            $
            (3,646
            )
            
            $
            (3,808
            )Changes in assets and liabilities:Accrued expenses
            
            (350
            )
            
            
            88Net Cash Used in Operating Activities
            
            (3,996
            )
            
            
            (3,720
            )Cash
      Flows From Investing Activities
            
            -
            
            
            
            -Cash
      Flows From Financing Activities:Cash proceeds from loan payable to related party
            
            3,000
            
            
            
            3,000Cash
      Flows Provided by Financing Activities
            
            3,000
            
            
            
            3,000Net
      Change in Cash
            
            (996
            )
            
            
            (720
            )Cash
      at Beginning of Period
            
            1,536
            
            
            
            1,758Cash
      at End of Period
            $
            540
            
            
            $
            1,038




See the
accompanying notes to the condensed unaudited financial statements.


5


OLDWEBSITES.COM,
INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1–ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES





Organization and Nature of
Operations – Oldwebsites.com, Inc. ("the Company") is a Utah corporation
originally incorporated on August 26, 1999 as Fiberglass.com, Inc.





Fiberglass.com, Inc. had traditionally
been focused on the composite materials industry with its Business-to-Business
online portal. Management identified that a category of used items that was a
growing commodity that could be bought or sold was old websites and domain
names.  On July 8, 2003, Fiberglass.com, Inc. created, within its
portal business, a custom exchange to buy and sell old websites,
www.oldwebsites.com. On February 16, 2007, the name of the Company was changed
from Fiberglass.com, Inc. to Oldwebsites.com, Inc.





The
Company then turned its focus to the operation and further development of this
exchange while still continuing with its portal services for the composite
materials industry as a secondary line of business.




At the
Annual Meeting of Shareholders held on November 25, 2009, the shareholders
unanimously approved the sale of the intangible assets of the Company to
Cooksmill NetSystems Inc.  These intangible assets which were
comprised of twenty-four websites with a zero basis, were sold in exchange for
the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash
payment.  As the operations of the Company consisted solely of these
intangible assets the divestiture of the intangible assets of the Company
discontinued all of the operations within Oldwebsites.com. As Cooksmill
NetSystems, Inc. is a related party, the gain on sale/forgiveness of debt was
recorded as additional paid-in capital as a shareholder
contribution.




Basis of Presentation — The
accompanying condensed financial statements have been prepared by
Oldwebsites.com, Inc. and are unaudited.  In the opinion of
management, the accompanying unaudited financial statements contain all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation in accordance with accounting principles generally accepted in
the United States of America.




The
accompanying unaudited interim financial statements have been condensed pursuant
to the rules and regulations of the Securities and Exchange Commission;
therefore, certain information and disclosures generally included in financial
statements have been condensed or omitted.  The financial position and
results of operations of the interim periods presented are not necessarily
indicative of the results to be expected for the year ended December 31,
2010.





Business Condition - The
Company has accumulated deficits, negative cash flows from operations and losses
since inception. This situation raises substantial doubt about its ability to
continue as a going concern.  The Company believed that the shift in the
focus of the operations would be sufficient to fund its ongoing operations but
this was not realized. The Company was unsuccessful in these efforts and
discontinued its operations with the sale of its intangible assets on November
30, 2009.




6




NOTE
2–RELATED PARTY TRANSACTIONS





As of
March 31, 2010, the Company has received advances of $11,000 from Cooksmill
NetSystems, Inc.  These funds were advanced to the Company for payment
of expenses such as legal and accounting within normal payment
terms.


This
advance is due on demand and bears no interest.





Cooksmill
NetSystems, Inc. is a wholly owned subsidiary of Inter-Continental Recycling
Inc. Inter-Continental Recycling Inc. is the majority shareholder of the
Company, an entity controlled by Mr. Paul Roszel, a Director of the Company, and
his immediate family including James Roszel, the President and Chief Executive
Officer of the Company.







NOTE
3–STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 150,000,000 common shares with no par
value.





NOTE
4–BASIC AND DILUTED LOSS PER COMMON SHARE





At March
31, 2010 and 2009, the Company had no common stock equivalents
outstanding.




7





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Cautionary Statement
Regarding Forward-Looking Statements





Certain
statements contained in this Section and elsewhere in this Form 10-Q regarding
matters that are not historical facts are forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of
1995).  Because such forward-looking statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. All statements that address
operating performance, events or developments that management expects or
anticipates to occur in the future, including statements relating to sales and
earnings growth or statements expressing general optimism about future operating
results, are forward-looking statements. The forward-looking statements are
based on management's current views and assumptions regarding future events and
operating performance. Many factors could cause actual results to differ
materially from estimates contained in management's forward-looking
statements.  The differences may be caused by a variety of factors,
including but not limited to adverse economic conditions, competitive pressures,
inadequate capital, unexpected costs, lower revenues, net income and forecasts,
the possibility of fluctuation and volatility of our operating results and
financial condition, inability to carry out marketing and sales plans and loss
of key executives, among other things.





Overview





The
following discussion of the financial condition and results of operations of the
Company should be read in conjunction with the financial statements and notes
related thereto, included elsewhere in this report.





Results of
Operations





Organization and Nature of
Operations—
Oldwebsites.com, Inc., formerly Fiberglass.com, operated an exchange for buying
and selling old web sites and domain names.  The Company anticipated
capturing revenue by charging a percentage of the value of the web sites or
domain names sold in the exchange. On February 16, 2007, the Company changed its
name from Fiberglass.com, Inc. to Oldwebsites.com, Inc.





Oldwebsites.com,
Inc. offered services to grow organic and natural search traffic to the web
sites listed in the exchange.  The Company believed that the true
value of a web site was in the traffic it generated.  Websites that
utilized the exchange would be monetized using the services available to the
Company.





The
Company's marketing strategy was designed to strengthen and increase traffic to
the websites listed in the oldwebsites.com exchange.





To date,
no websites had been sold through the exchange.





At a
board meeting held on September 24, 2009, the Board of Directors decided that
due to the economic downturn, that the Company could no longer sustain the
business plan of the development of websites with a 3 to 5 year time sale
horizon.  As the Company had accumulated deficits, negative cash flows
from operations, and losses since inception the Company could no longer sustain
these operations as a going concern.




8


The only
revenue being recorded by the Company was from an affiliate


arketing
agreement with Cooksmill NetSystems, Inc.  Cooksmill NetSystems, Inc.
paid the Company (the “Affiliate”) a commission on net pay-per-lead sales
generated by customers referred by the Company’s web
sites.





As the
Company could no longer be sustained as a going concern, the Board of Directors
recommended discontinuing the operations within Oldwebsites.com,
Inc.





Since May
2008, the Company had received accumulative working capital loan proceeds from
Cooksmill NetSystems, Inc. the major shareholder of the
Company.  Cooksmill NetSystems Inc. is an entity controlled by Mr.
Paul Roszel, a Director of the Company and his immediate family, including James
Roszel, the President, Chief Executive Officer and a Director of the
Company.  This loan was to allow the Company to pay for
expenses.  This loan is due on demand and bears no
interest.  At this time, the Company had no other external
debt.





The
Company recommended that Cooksmill NetSystems, Inc, acquire all of the
intangible assets of the Company, which were comprised of twenty-four websites
with a zero basis, for the debt owed to Cooksmill NetSystems Inc. as of November
30, 2009 of $46,000 in lieu of cash payment.  The Company did not have
any cash in order to pay this debt and did not anticipate having the cash in the
future to retire this debt. As Cooksmill NetSystems, Inc. is a related party;
the gain on sale/forgiveness of debt was recorded as additional paid-in capital
as a shareholder contribution.





As the
intangible assets of the Company had nominal value the sale price and form of
consideration was determined by the recommendation of the Board of Directors in
order to dispose of the intangible assets of the Company, discontinue the
ongoing losses occurring, and eliminate the debt owed by the
Company.  The Board of Directors due to a conflict of interest engaged
in no negotiations of this proposed divestiture.





The
acquisition of all of the intangible assets of Oldwebsites.com, Inc. by
Cooksmill NetSystems Inc. would benefit the shareholders of the Company in that
this would retire the debt owed to Cooksmill NetSystems Inc., as of November 30,
2009, it would discontinue the continuing losses of the Company, and would
position the Company to be more attractive for potential transactions including,
but not limited to, corporate merger or acquisition.  At this time the
Company has not entered into any potential transactions related to corporate
merger or acquisition.





At the
Annual Meeting of Shareholders held on November 25, 2009, the shareholders
unanimously approved the sale of the Company’s intangible assets to Cooksmill
NetSystems Inc. As the operations of the Company consisted solely of the
intangible assets comprised of the twenty-four websites, the divestiture of the
intangible assets of the Company discontinued all of the operations within
Oldwebsites.com.





The
completion date of this transaction was at the end of the business day on
November 30, 2009.





The
shareholders of the Company did not receive any consideration as a result of the
sale.  There was no impact from the sale of the intangible assets on
the ownership of the Company.  In our view this will not have any
federal income tax consequences to the shareholders.


9


Discontinuing
the operations within the Company did not affect its classification as a shell
company. The stock of the Company continues to be


publicly
traded.  The stock of the Company will continue to have a market and
be traded on the Over The Counter Bulletin Board (OTCBB).





With the
sale of the intangible assets, the Company no longer has any operations or
future revenues, and is actively pursuing potential transactions including, but
not limited to, financings, corporate merger or acquisition.








Business Condition - The
Company has an accumulated deficit, negative cash flows from operations and
losses since inception. This situation raised substantial doubt about its
ability to continue as a going concern.  The Company believed that the
shift in the focus of the operations would be sufficient to fund its ongoing
operations but this was not realized. The Company was unsuccessful in these
efforts and discontinued its operations with the sale of its intangible assets
on November 30, 2009.




Sales Revenue


For
      the Three Months EndedMarch31,2009
              
              
              2009Sales
      Revenues
              
              $
              0
              
              
              $
              1,685


With the
sale of the intangible assets, the Company no longer has any operations or
revenues.


Operating
Expenses


For
      the Three Months EndedMarch 31,2010
            
            
            2009General
      and AdministrativeExpenses
            
            $
            3,646
            
            
            $
            5,493




With the
sale of the intangible assets, the Company no longer has any
operations.  As such, the expenses now being incurred by the Company
are the costs associated with maintaining its position as a reporting company
with the United States Securities and Exchange Commission.





As the
Company no longer has any revenues in order to generate cash flow, the Company
has received advances of $11,000 from Cooksmill NetSystems Inc. to pay for
expenses.  Expenses incurred during the first quarter of 2010 where:
Office and Administrative Charges of $210, Legal and Accounting of $3,300, and
Bank Charges of $36.  These funds were advanced so that the Company
could pay for these expenses incurred.  The Company anticipates that
Cooksmill NetSystems Inc., if required, will provide additional funds; however,
there is no assurance that future funds will be loaned.  This loan is due
on demand and bears no interest.




10


Net
Loss


For
      the Three Months EndedMarch 31,2010
            
            
            2009Net
      Loss
            
            $
            (3,646
            )
            
            $
            (3,808
            )


As
discussed above, with the sale of the intangible assets, the Company no longer
has any operations to offset the expense of maintaining its position as a
reporting company.   Therefore, these costs incur a direct loss
in the Company while it actively pursues potential transactions including, but
not limited to, financings, corporate merger or acquisition.





Liquidity and Capital
Resources





March
      31,
            
            
            December
      31,2010
            
            
            2009Cash
      on Hand
            
            $
            540
            
            
            $
            1,536





The
Company’s cash position recorded at March 31, 2010 of $540 has decreased from
the December 31, 2009 cash position of $1,536.





This
reduction in cash is the direct result of the Company having no operations while
incurring the expenses mentioned above.





As of
March 31, 2010, the Company has received working capital loan proceeds of
$11,000, from Cooksmill NetSystems Inc. to enable the Company to pay for its
expenses.  The Company anticipates that Cooksmill NetSystems Inc., if
required, will provide additional funds, however, there is no assurance that
future funds will be loaned.  This loan is due on demand and bears no
interest.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company” (as defined by Item 10 of Regulation S-K), the
Company is not required to provide information required by this Item, as defined
by Regulation S-K Item 305(e).





ITEM
4T. CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls:We
evaluated the effectiveness of the design and operation of our “disclosure
controls and procedures” as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
period covered by this report. This evaluation (the “disclosure controls
evaluation”) was done under the supervision and with the participation of
management, including our chief executive officer (“CEO”) and chief financial
officer (“CFO”). Rules adopted by the SEC require that in this section of our
Quarterly Report on Form 10-Q we present the conclusions of the CEO and the CFO
about the effectiveness of our disclosure controls and procedures as of the end
of the period covered by this report based on the disclosure controls
evaluation.





Objective of Controls: Our
disclosure controls and procedures are designed so that information required to
be disclosed in our reports filed or submitted under the Exchange Act, such as
this Quarterly Report on Form 10-Q, is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms. Our
disclosure controls and procedures are also intended to ensure that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures,
including the possibility of human error and the circumvention or overriding of
the controls and procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control
objectives, and management necessarily is required to use its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures.


11





Management’s Report on Internal
Control over Financial Reporting: Based upon the disclosure controls
evaluation, our CEO and CFO have concluded that as of the end of the period
covered by this report, our disclosure controls and procedures were effective to
provide reasonable assurance that the foregoing objectives are
achieved.





Changes in Internal Control over
Financial Reporting: There were no changes in our internal control over
financial reporting during the quarter ended March 31, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





PART
II – OTHER INFORMATION





ITEM
1. LEGAL
PROCEEDINGS





None





ITEM
1A.  RISK FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.








ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None








ITEM
3. DEFAULT UPON SENIOR
SECURITIES





None






ITEM
5. OTHER
INFORMATION





None





ITEM
6. EXHIBITS





a)
Exhibits.





Exhibit
3.1 (a) – Articles of Incorporation  - August 26, 1999





Exhibit
3.1 (b) – Articles of Incorporation  - December 28, 2006





Exhibit
3.1 (c)  -Amendment of Name Change





Exhibit
31.1 - Certification of the President and Director pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002





Exhibit
31.2 - Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002




Exhibit
32.1 - Certification of the President and Director pursuant to U.S.C Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
  Exhibit
32.2 – Certification of the Chief Financial Officer pursuant to U.S.C Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
 
 (b)
Reports on Form 8-K.
 None


12





SIGNATURES








Pursuant
to the requirements of the Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








Oldwebsites.com,
      IncMay
      6, 2010
            /s/ James
      RoszelJames
      Roszel, PresidentMay
      6, 2010
            /s/ Richard
      IvanovickRichard
      Ivanovick, C.A., Chief Financial andAccounting
      Officer








13