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,
    2009
 
 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 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:  August 14,
2009  -  7,909,345 common shares
  
  
 OLDWEBSITES.COM,
INC.
 FORM
10-Q
 QUARTER
ENDED June 30, 2009
 
 TABLE
OF CONTENTS
 
 PagePART
      I – FINANCIAL INFORMATIONItem
      1.
                          Financial
      StatementsCondensed
      Balance Sheets – June 30, 2009 and December 31, 2008
      (Unaudited)
                          3Condensed
      Statements of Operations for the Three and Six Months Ended June 30, 2009
      and 2008 (Unaudited)
                          4Condensed
      Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
      (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
      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
31,2009
                                      
                                      
                                      2008ASSETSCurrent
    AssetsCash
                                      
                                      $
                                      970
                                      
                                      
                                      $
                                      1,758Total
Assets
                                      
                                      
                                      970
                                      
                                      
                                      
                                      1,758LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      LiabilitiesAccrued
      expenses
                                      
                                      
                                      8,137
                                      
                                      
                                      
                                      11,550Loan payable to related
      party
                                      
                                      
                                      41,000
                                      
                                      
                                      
                                      30,000Total Current
      Liabilities
                                      
                                      
                                      49,137
                                      
                                      
                                      
                                      41,550Stockholders'
      DeficitCommon shares - $0.00 par value;
      150,000,000 sharesauthorized; 7,909,345
      shares issued and outstanding, respectively
                                      
                                      
                                      131,927
                                      
                                      
                                      
                                      131,927Accumulated
      deficit
                                      
                                      
                                      (180,094
                                      )
                                      
                                      
                                      (171,719
                                      )Total Stockholders'
      Deficit
                                      
                                      
                                      (48,167
                                      )
                                      
                                      
                                      (39,792
                                      )Total Liabilities and
      Stockholders' Deficit
                                      
                                      $
                                      970
                                      
                                      
                                      $
                                      1,758
 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
    30,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008Sales
                                  
                                  $
                                  1,178
                                  
                                  
                                  $
                                  2,241
                                  
                                  
                                  $
                                  2,863
                                  
                                  
                                  $
                                  3,548Selling, general and
      administrative expenses
                                  
                                  
                                  5,745
                                  
                                  
                                  
                                  21,366
                                  
                                  
                                  
                                  11,238
                                  
                                  
                                  
                                  38,315Net Loss
                                  
                                  $
                                  (4,567
                                  )
                                  
                                  $
                                  (19,125
                                  )
                                  
                                  $
                                  (8,375
                                  )
                                  
                                  $
                                  (34,767
                                  )Basic and Diluted Loss Per Common
      Share
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Weighted-Average Common Shares
      Outstanding
                                  
                                  
                                  7,909,345
                                  
                                  
                                  
                                  7,909,345
                                  
                                  
                                  
                                  7,909,345
                                  
                                  
                                  
                                  7,909,345
  
 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,
                                                      
                                                      2009
                                                      
                                                      
                                                      2008Cash Flows From Operating
      Activities:Net loss
                                                      
                                                      $
                                                      (8,375
                                                      )
                                                      
                                                      $
                                                      (34,767
                                                      )Changes in assets and
      liabilities:Accrued
      expenses
                                                      
                                                      
                                                      (3,413
                                                      )
                                                      
                                                      
                                                      (270
                                                      )Net Cash Used in Operating
      Activities
                                                      
                                                      
                                                      (11,788
                                                      )
                                                      
                                                      
                                                      (35,037
                                                      )Net Cash Provided by Investing
      Activities
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Cash Flows From Financing
      Activities:Proceeds from loan payable to
      related party
                                                      
                                                      
                                                      11,000
                                                      
                                                      
                                                      
                                                      20,000Cash Flows Provided by Financing
      Activities
                                                      
                                                      
                                                      11,000
                                                      
                                                      
                                                      
                                                      20,000Net Change in
      Cash
                                                      
                                                      
                                                      (788
                                                      )
                                                      
                                                      
                                                      (15,037
                                                      )Cash at Beginning of
      Period
                                                      
                                                      
                                                      1,758
                                                      
                                                      
                                                      
                                                      25,026Cash at End of
      Period
                                                      
                                                      $
                                                      970
                                                      
                                                      
                                                      $
                                                      9,989
  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.
 
 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,
2009.
 
 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 intends to obtain loans from
related parties until 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 for certain nonfinancial assets
and nonfinancial liabilities 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 the Company’s
financial statements. The Company does not expect the adoption of the postponed
portions of SFAS No. 157 to have a material impact on its financial
statements.
  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 were effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The adoption of SAFS No. 141(R) and SFAS No. 160 did not
have a material affect on the Company’s financial statements.
 
 In
February 2008, the FASB issued FASB Staff Position (FSP) FAS No. 140-3, Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions (FSP FAS 140-3).
FSP FAS 140-3 requires an initial transfer of a financial asset and a repurchase
financing that was entered into contemporaneously or in contemplation of the
initial transfer to be evaluated as a linked transaction under SFAS No. 140
unless certain criteria are met, including that the transferred asset must be
readily obtainable in the marketplace. FSP FAS 140-3 was effective for fiscal
years beginning after November 15, 2008, and will be applied to new transactions
entered into after the date of adoption. Early adoption is prohibited. The
adoption of FSP FAS No. 140-3 did not have a material affect on the Company’s
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 under SFAS 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 was
effective for financial statements of fiscal years and interim periods beginning
after November 15, 2008. The adoption of SFAS No. 161 did not have a material
affect on the Company’s financial statements.
 
 In October 2008, the FASB issued FSP FAS
157-3Determining Fair
Value of a Financial Asset in a Market That Is Not Active(FSP FAS 157-3). FSP FAS 157-3
clarified the application of SFAS No. 157 in an inactive market. It demonstrated
how the fair value of a financial asset is determined when the market for that
financial asset is inactive. FSP FAS 157-3 was effective upon issuance,
including prior periods for which financial statements had not been issued.The adoption of FSP FAS No. 157-3 did not have a material affect on the
Company’s financial statements.
 
 InOctober 2008, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard Number 165, Subsequent Events,(SFAS 165)
which establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. In particular, this Statement sets forth
the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements, and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. SFAS 165 is effective for financial statements issued for fiscal
years and interim periods ending after June 15, 2009. The Company has not yet
determined the effect on its financial statements, if any, that will occur upon
adoption of SFAS 165.
  7
 
 InApril 2009, the FASB
issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments(FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and
APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of
Financial Instruments, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded companies
as well as in annual financial statements. This FSP also amendsAPB Opinion No. 28, Interim Financial Reporting,
to require those disclosures in summarized financial information at interim
reporting periods. FSP FAS 107-1 and APB 28-1 are effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009.The Company has not yet determined the
effect on its financial statements, if any, that will occur upon adoption of FSP
FAS 107-1 and APB 28-1.
 
 In May 2009, the FASB issued SFAS 168,The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (as amended)(FAS 168). FAS 168replacesSFAS 162,Hierarchy of
Generally Accepted Accounting Principles,and establishes theFASB Accounting
Standards Codification(Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with Generally Accepted Accounting Principals (GAAP). FAS 168 is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009.The Company has not yet determined the effect
on its financial statements, if any, that will occur upon adoption of FAS
168.
 
 NOTE
2–RELATED PARTY TRANSACTIONS
 
 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, 2009, the Company has received working capital loan proceeds of $41,000
from Cooksmill NetSystems, Inc. This loan 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, 2009 and 2008 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 six months ended June 30, 2009 and 2008 were $0
and $19,319, respectively.
  8
  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.
 
 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 June
30, 2009 and 2008, the Company had no common stock equivalents
outstanding.
 
 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.
  9
  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.  Websites 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.
 
 Business Condition -
Oldwebsites.com, Inc. operates 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.
  Sales
Revenues
 
 For
      the Three Months Ended
                        
                        
                        For
      the Six Months EndedJune
      30,
                        
                        
                        June
      30,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Sales
      Revenues
                        
                        $
                        1,200
                        
                        
                        $
                        2,200
                        
                        
                        $
                        2,900
                        
                        
                        $
                        3,500
 
 Sales
revenues recorded for the six months ended June 30, 2009 of $2,900 have
decreased from the $3,500 recorded during the similar period of
2008.
 
 The
Company has engaged in an affiliate marketing agreement with Cooksmill
NetSystems, Inc.  Cooksmill NetSystems, Inc. pays the Company (the
“Affiliate”) a commission on net pay-per-lead service sales generated by
customers referred by the Company’s web sites.
  10
 
 The
Company anticipates capturing revenue by charging a percentage of the value of
the websites or domain names sold in the exchange.  However, the
custom development of these websites have a 3 to 5 year time sale horizon.
  Operating
Expenses
 For
      the Three Months Ended
                          
                          
                          For
      the Six Months EndedJune
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008General
      and Administrative Expenses
                          
                          $
                          5,700
                          
                          
                          $
                          21,400
                          
                          
                          $
                          11,200
                          
                          
                          $
                          38,300
 General
and Administrative Expenses for the six months ended June 30, 2009 have
decreased by $27,000 compared to the similar period of 2008.
 
 The
decrease of expenses for the period ending June 30, 2009 in comparison to the
previous same period in 2008 can be directly attributed to the cost of one
employee.  The management/staff charges for the six months ended June
30, 2009 and 2008 were $0 and $19,300, respectively.
 
 Management
also monitored other expenses and reduced the costs of office and administrative
costs by $4,200, professional fees by $300 and travel by
$3,200.   Management reduced these expenses as quickly as
possible relative to the sales revenue decline.
 
 The
remaining expenses are professional fees to maintain our filing responsibilities
and “ISP” Internet Service Provider fees to maintain our website.
 
 Net
Loss
  For
      the Three Months Ended
                  
                  
                  For
      the Six Months EndedJune
      30,
                  
                  
                  June
      30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Net
      Loss
                  
                  $
                  (4,600
                  )
                  
                  $
                  (19,100
                  )
                  
                  $
                  (8,400
                  )
                  
                  $
                  (34,800
                  )
 
 
 The net
loss of $8,400 in 2009 is directly attributed to minimal sales activity while
incurring expenses as mentioned above. For the six month period of this year, a
$8,400 operating loss was recorded in comparison to the $34,800 loss of 2008, a
decreased loss of $26,400. As discussed above, sales have decreased slightly by
$600 and expenses have decreased by $27,000 compared to the similar period of
2008, 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
Resources
 June
      30,
                  
                  
                  December
      31,2009
                  
                  
                  2008Cash
      on Hand
                  
                  $
                  970
                  
                  
                  $
                  1,800
 
  11
  The
Company’s cash position recorded at June 30, 2009 of $970 has decreased from the
December 31, 2008 cash position of $1,800.
 
 This
reduction in cash is the direct result of the Company having minimal sales
activity while incurring the expenses mentioned above.
 
 As of
June 30, 2009, the Company has received working capital loan proceeds of
$41,000, from Cooksmill NetSystems Inc.  This loan was to allow the
Company to pay for 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.
 
 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, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  12
 
 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
 
 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, 2009
                    /s/
      James RoszelJames
      Roszel, PresidentAugust
      14, 2009
                    /s/
      Richard IvanovickRichard
      Ivanovick, C.A., Chief Financial andAccounting
      Officer
 
 
 
 14