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: June 30, 2008





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
            (I.R.S.  Employerincorporation
      or organization)
            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 daysYes( 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
      )





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





Indicated
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest applicable date:    August 14,
2008  -  7,909,345 common shares





OLDWEBSITES.COM,
INC.


FORM
10-Q


QUARTER
ENDED June 30, 2008





TABLE
OF CONTENTS





PagePART
      I – FINANCIAL
      INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Balance Sheets – June 30, 2008 and December 31, 2007
      (Unaudited)
            3Condensed
      Statements of Operations for the Three and Six Months EndedJune
      30, 2008 and 2007 (Unaudited)
            4Condensed
      Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007
      (Unaudited)
            5Notes
      to Condensed Financial Statements (Unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            9Item
      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
      4.
            Submission
      of Matters to a Vote of Security Holders
            12Item
      5.
            Other
      Information
            12Item
      6.
            Exhibits
            12Signatures
            
            14










PART
I  – FINANCIAL INFORMATION
 
 ITEM
1.   FINANCIAL STATEMENTS


OLDWEBSITES.COM,
      INCCONDENSED
      BALANCE SHEETS(UNAUDITED)June
      30,
            
            December
      31,2008
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            9,989
            
            $
            25,026Total
      Assets
            
            
            9,989
            
            
            25,026LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccrued
      expenses
            
            
            7,030
            
            
            7,300Loan
      payable to related party
            
            
            20,000
            
            
            -Total
      Current Liabilities
            
            
            27,030
            
            
            7,300Stockholders'
      Equity (Deficit)Common
      shares - $0.00 par value; 100,000,000 sharesauthorized;
      7,909,345 shares issued and outstanding
            
            
            131,927
            
            
            131,927Accumulated
      deficit
            
            
            (148,968
            )
            
            (114,201
            )Total
      Stockholders' Equity (Deficit)
            
            
            (17,041
            )
            
            17,726Total
      Liabilities and Stockholders' Equity (Deficit)
            
            $
            9,989
            
            $
            25,026








See
the accompanying notes to the condensed
financial statements.
 3




OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      The Three Months
            
            For
      The Six MonthsEnded
      June 30,
            
            Ended
      June 30,2008
            
            2007
            
            2008
            
            2007Sales
            $
            2,241
            
            $
            1,368
            
            $
            3,548
            
            $
            2,176Selling,
      general and administrative expenses
            
            21,366
            
            
            15,414
            
            
            38,315
            
            
            25,714Net
      Loss
            $
            (19,125
            )
            $
            (14,046
            )
            $
            (34,767
            )
            $
            (23,538
            )Basic
      and Diluted Loss Per Common Share
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Weighted-Average
      Common Shares Outstanding
            
            7,909,345
            
            
            9,100,000
            
            
            7,909,345
            
            
            9,100,000






See
the accompanying notes to the condensed financial statements.
 4


OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      The Six Months Ended June 30,
              2008
              
              2007Cash
      Flows From Operating Activities:Net
      loss
              $
              (34,767
              )
              $
              (23,538
              )Changes
      in assets and liabilities:Accrued
      expenses
              
              (270
              )
              
              2,800Deferred
      revenue
              
              -
              
              
              (1,552
              )Net
      Cash Used In Operating Activities
              
              (35,037
              )
              
              (22,290
              )Cash
      Flows From Investing Activities:Collection
      of related party receivable
              
              -
              
              
              75,000Net
      Cash Provided by Investing Activities
              
              -
              
              
              75,000Cash
      Flows From Financing Activities:Loan
      payable to related party
              
              20,000
              
              
              -Cash
      Flows from Financing Activities
              
              20,000
              
              
              -Net
      Change in Cash
              
              (15,037
              )
              
              52,710Cash
      at Beginning of Period
              
              25,026
              
              
              8,689Cash
      at End of Period
              $
              9,989
              
              $
              61,399
   See
the accompanying notes to the condensed 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.





RecycleNet
Corporation acquired the Company as a wholly owned subsidiary on January 2,
2001. On June 6, 2007, RecycleNet Corporation announced the spin-off of
Oldwebsites.com, Inc. to its shareholders effective September 7,
2007.  As of the date of the spin-off, Oldwebsites.com, Inc. functions
as its own fully reporting entity.




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,
2008.




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 believes that the shift in the focus of
the operations will be sufficient to fund its ongoing operations. Success in
these efforts is not assured. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.


Recent Accounting Pronouncements —In September 2006, the Financial Accounting Standards Board (FASB) issued
SFAS No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements.
SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which
extended the effective date to fiscal years beginning after November 15,
2008.  The adoption of the portions of SFAS No. 157 that were not
postponed by (FSP FIN) No. 157-2 did not have a material impact on our financial
statements.  The Company does not expect the adoption of the postponed
portions of SFAS No. 157 to have a material impact on our financial
statements.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities.  SFAS No. 161 amends SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities to require
enhanced disclosures concerning the manner in which an entity uses derivatives
(and the reasons it uses them), the manner in which derivatives and related
hedged items are accounted for underSFAS No. 133 and
interpretations thereof, and the effects that derivatives and related hedged
items have on an entity's financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements of fiscal
years and interim periods beginning after November 15, 2008.  The
Company has not yet determined the effects on its financial statements, if any,
that may result upon the adoption of SFAS 161.


6




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquire at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS
No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The Company has not yet determined the effects on its
financial statements, if any, upon adoption of SFAS No. 141(R) or SFAS
No. 160.





NOTE
2– RELATED PARTY TRANSACTIONS





As of
December 31, 2006, the Company had advanced $75,000 to RecycleNet Corporation.
This note receivable was due on demand, bore no interest, and was collected in
February 2007.





The
Company has an agreement with Inter-Continental Recycling, Inc. and it’s wholly
owned subsidiary, Cooksmill NetSystems, Inc. to provide various services for the
Company. Inter-Continental Recycling, Inc., and as such, Cooksmill NetSystems,
Inc., is 100% owned by the immediate family of the President of the
Company.





As of
June 30, 2008, the Company received a loan of $20,000 from Cooksmill NetSystems,
Inc. This note payable is due on demand and bears no interest.





Cooksmill
NetSystems Inc. provides Rhodium Webweaver Services to the Company for website
management and e-commerce software (ISP) and the fees for this service are
billed to the Company on a monthly basis. The Rhodium Webweaver Services (ISP)
charges for each of the six months ended June 30, 2008 and 2007 were $4,500 and
$4,500, respectively.





All
management and staff are retained on an unwritten contract basis under a related
party transaction with Inter-Continental Recycling Inc. Because of the
affiliation between Inter-Continental and the Company, the agreement between
them has no definite duration and will continue as necessary for the conduct of
business by the Company. Inter-Continental assigns and provides employees to the
Company as long as the Company requires them and can pay the associated costs.
Inter-Continental provides services to and for the Company by employees of
Inter-Continental. There is no mark-up or other charges incurred by the Company
from Inter-Continental and the Company pays the same amount for services for the
Inter-Continental employees as does Inter-Continental.  The
management/staff charges for the period ended June 30, 2008 and 2007 were
$19,319 and $3,669, respectively.





The
Company engaged in an affiliate marketing agreement with Cooksmill NetSystems,
Inc. on January 1, 2008.  Through this affiliate marketing agreement,
Cooksmill NetSystems, Inc. will pay the Company (the “Affiliate”) a commission
on net Pay-Per-Lead service sales generated by customers referred by the
Company’s web sites.


7


NOTE
3 – STOCKHOLDERS’ EQUITY





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





On June
6, 2007 RecycleNet Corporation announced the spin-off of Oldwebsites.com, Inc.
effective September 7, 2007.  The spin-off was in the form of a
pro-rata share dividend to RecycleNet Corporation common
shareholders.  On September 7, 2007, the common shareholders of record
of RecycleNet Corporation received one share of Oldwebsites.com, Inc. for every
ten shares of RecycleNet Corporation.   The remaining
undistributed share balance of 1,190,655 shares, were returned to the Company at
no cost from RecycleNet Corporation.   The balance of issued and
outstanding shares of Oldwebsites.com, Inc. as of June 30, 2008 is
7,909,345.





From the
date of the spin-off, Oldwebsites.com, Inc. functions as its own fully reporting
entity.





NOTE
4 – BASIC AND DILUTED LOSS PER COMMON SHARE





At June
30, 2008 and 2007, the Company had no common stock equivalents
outstanding.




(BASIC/DILUTED
      EPS)For
      the six months endedJune
      30,2008
                2007Weighted-average
      number of common shares used in basicloss
      per common share calculation
                
                7,909,345
                
                9,100,000Weighted-average
      number of common shares and dilutivepotential
      common shares used in diluted loss percommon
      share calculation
                
                7,909,345
                
                9,100,000
 8




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, operates an exchange for buying
and selling old web sites and domain names.  The Company anticipates
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. offers services to grow organic and natural search traffic to the web sites
listed in the exchange.  The Company believes that the true value of a
web site is in the traffic it generates.  Web sites that utilize the
exchange will be monetized using the services available to the
Company.





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





On April
15, 2008 FINRA (Financial Industry Regulatory Authority) cleared the request for
an unpriced quotation on the OTC Bulletin Board for Oldwebsites.com, Inc common
stock.  The stock symbol for Oldwebsites.com, Inc. is
“OLDW”.





Monetization Services -Oldwebsites.com, Inc. currently uses contextual advertising and affiliate
marketing on its web sites to realize the value of internet
traffic.  These services include pay-per-click advertising,
pay-per-call advertising, pay-per-lead advertising, banner advertising, lead
generation services, and affiliate content advertising. The Company will apply
these monetization services to the web sites listed in the oldwebsites.com
exchange.


9


Business Condition -
Historically, revenue in Oldwebsites.com, Inc. has been from its online portal
services, which focused on the composite materials industry.  The Company
charged a monthly or annual fee for services that were provided to customers.
The Company did not charge sellers or buyers a percentage of the value of their
transactions nor did the Company charge a back-end fee. The Company will
continue to offer these portal services.




Oldwebsites.com,
Inc. is now primarily focusing on operating its exchange for buying and selling
old web sites and domain names.   This is through the custom
development of websites with a 3 to 5 year time sale
horizon.  Oldwebsites.com is geared towards sellers who are interested
in developing and generating more traffic for their existing website before
selling.  The Company anticipates capturing revenue by charging a
percentage of the value of the websites or domain names sold in the
exchange.





The
Company has engaged in an affiliate marketing agreement with Cooksmill
NetSystems, Inc.  Cooksmill NetSystems, Inc. will pay the Company (the
“Affiliate”) a commission on net Pay-Per-Lead service sales generated by
customers referred by the Company’s web sites.





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 believes that the shift in the
focus of the operations will be sufficient to fund its ongoing operations.
Success in these efforts is not assured.  The financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going
concern.





Sales
Revenues




For
      the Three Months Ended
            
            
            For
      the Six Months EndedJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Sales
      Revenues
            
            
            $2,200
            
            
            
            $1,400
            
            
            
            $3,600
            
            
            
            $2,200




Sales
revenues recorded for the six months ended June 30, 2008 of $3,600 have
increased $1,400 from the $2,200 recorded during the similar period of 2007. The
Company engaged in an affiliate marketing agreement with Cooksmill NetSystems,
Inc. at the beginning of the first quarter of 2008.  Due to the income
generated by this affiliate agreement, sales increased in 2008 in comparison to
the sales recorded from portal sales only in 2007.





Operating
Expenses




For
      the Three Months Ended
            
            
            For
      the Six Months EndedJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007General
      and Administrative Expenses
            
            
            $21,400
            
            
            
            $15,400
            
            
            
            $38,300
            
            
            
            $25,700




10




General
and Administrative Expenses increased to $38,300 in 2008 compared to the $25,700
recorded for the similar period of 2007, an increase of
$12,600.




Increased
expenses are related to the cost of one employee and attendance to a trade
conference.  All management and staff are retained on an unwritten
contract basis under a related party transaction with Inter-Continental
Recycling, Inc. Because of the affiliation between Inter-Continental and the
Company, the agreement between them has no definite duration and will continue
as necessary for the conduct of business by the Company. Inter-Continental
assigns and provides employees to the Company as long as the Company requires
them and can pay the associated costs. Inter-Continental provides services to
and for the Company by employees of Inter-Continental. There is no mark-up or
other charges incurred by the Company from Inter-Continental and the Company
pays the same amount for services for the Inter-Continental employee as does
Inter-Continental.  The management/staff charges for the period ended
June 30, 2008 and 2007 were $19,319 and $3,669, respectively.




Net
Loss




For
      the Three Months Ended
              
              
              For
      the Six Months EndedJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Net
      Loss
              
              
              $(19,100)
              
              
              
              $(14,000)
              
              
              
              $(34,800)
              
              
              
              ($23,500)




The net
quarterly loss of $19,100 in 2008 is directly attributed to minimal sales
activity while incurring expenses as mentioned above. For the six month period
of this year, a $34,800 operating loss was recorded in comparison to the $23,500
loss of 2007, an increased loss of $11,300. As discussed above, year to date
sales have increased slightly by $1,400 and expenses for the same period also
increase by $12,600, both contributing to this year to date
result.  Management is monitoring expenses closely to re-establish its
level of expenditure or "right sizing" its expenses to revenues.




Liquidity
      and Capital ResourcesMarch
      31,
            December
      31,2008
            2007Cash
      on Hand
            $10,000
            $25,000





The
Company’s cash position recorded at June 30, 2008 of $10,000 has decreased from
the December 31, 2007 cash position of $25,000. This is directly attributed to
minimal sales activity and the receipt of a loan of $20,000 from Cooksmill
NetSystems, Inc, while incurring expenses as mentioned above.





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.


11





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





Conclusion: 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 June 30, 2008 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
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None





ITEM
5.   OTHER INFORMATION





None


12





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





13
 
  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,
      IncAugust 14,
      2008James
      Roszel, PresidentAugust 14,
      2008Richard
      Ivanovick, C.A., Chief Financial andAccounting
      Officer







14


---