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, 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 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 )





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:    May 14,
2008  -  7,909,345 common shares











OLDWEBSITES.COM,
INC.


FORM
10-Q


QUARTER
ENDED MARCH  31, 2008





TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Balance Sheets – March 31, 2008 and December 31, 2007
      (Unaudited)
            3Condensed
      Statements of Operations for the Three Months Ended  March 31,
      2008 and 2007 (Unaudited)
            4Condensed
      Statements of Cash Flows for the Three Months Ended  March 31,
      2008 and 2007 (Unaudited)
            5Notes
      to Condensed Financial Statements
            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
            13











PART
I – FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS





OLDWEBSITES.COM, INCCONDENSED
      BALANCE SHEETS(UNAUDITED)March
      31,
            
            
            December
      31,2008
            
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            12,464
            
            
            $
            25,026Total
      Assets
            
            $
            12,464
            
            
            $
            25,026LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccrued
      expenses
            
            $
            10,380
            
            
            $
            7,300Total
      Current Liabilities
            
            
            10,380
            
            
            
            7,300Stockholders'
      EquityCommon
      shares - $0.00 par value; 150,000,000 shares authorized;7,909,345
      shares were issued and outstanding, respectively
            
            
            131,927
            
            
            
            131,927Accumulated
      deficit
            
            
            (129,843
            )
            
            
            (114,201
            )Total
      Stockholders' Equity
            
            
            2,084
            
            
            
            17,726Total
      Liabilities and Stockholders' Equity
            
            $
            12,464
            
            
            $
            25,026











See the
accompanying notes to the condensed financial statements.







3







OLDWEBSITES.COM, INCCONDENSED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      The Three Months Ended March 31,
            
            2008
            
            
            2007Sales
            
            $
            1,307
            
            
            $
            808Selling,
      general and administrative expenses
            
            
            16,949
            
            
            
            10,300Net
      Loss
            
            $
            (15,642
            )
            
            $
            (9,492
            )Basic
      and Diluted Loss Per Common Share
            
            $
            -
            
            
            $
            -Weighted-Average
      Common Shares Outstanding
            
            
            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 Three Months Ended March 31,
            
            2008
            
            
            2007Cash
      Flows From Operating Activities:Net
      loss
            
            $
            (15,642
            )
            
            $
            (9,492
            )Changes
      in assets and liabilities:Accrued
      expenses
            
            
            3,080
            
            
            
            8,050Deferred
      revenue
            
            
            -
            
            
            
            (684
            )Net
      Cash Used In Operating Activities
            
            
            (12,562
            )
            
            
            (2,126
            )Cash
      Flows From Investing Activities:Collection
      of related party receivable
            
            
            -
            
            
            
            75,000Net
      Cash Provided by Investing Activities
            
            
            -
            
            
            
            75,000Cash
      Flows From Finanicing Activities
            
            
            -
            
            
            
            -Net
      Change in Cash
            
            
            (12,562
            )
            
            
            72,874Cash
      at Beginning of Period
            
            
            25,026
            
            
            
            8,689Cash
      at End of Period
            
            $
            12,464
            
            
            $
            81,563











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. now
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.





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
consolidated financial statements.  The Company does not expect the
adoption of the postponed portions of SFAS No. 157 to have a material impact on
our consolidated financial statements.








6


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 consolidated financial statements, if any, that may result upon
the adoption of SFAS 161.





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.





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 three months ended March 31, 2008 and 2007 were $2,250
and $2,250, 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 employee’s as does Inter-Continental.  The
management/staff charges for the period ended March 31, 2008 and 2007 were
$11,332 and $0, 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 March 31, 2008 and 2007 is
7,909,345, respectively.





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





NOTE
4–BASIC AND DILUTED LOSS PER COMMON SHARE





Basic
loss per common share is calculated by dividing net loss by the weighted-average
number of common shares outstanding. Diluted loss per common share is calculated
by dividing net loss by the weighted-average number of common shares outstanding
to give effect to potentially issuable common shares, except during loss periods
when those potentially issuable shares are anti-dilutive. As of March 31, 2008
and 2007, there were no potentially issuable common shares.





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.





8


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.





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 -
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.





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.





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 anticipates capturing revenue by charging a
percentage of the value of the web sites or domain names sold in the
exchange.





9


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 EndedMarch 31,2008
            
            
            2007Sales
      Revenues
            
            $
            1,300
            
            
            $
            800





Sales
revenues recorded for the three months ended March 31, 2008 of $1,300 have
increased $500 from the $800 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 EndedMarch 31,2008
            
            
            2007Selling,
      General and Administrative Expenses
            
            $
            16,950
            
            
            $
            10,300





Selling,
General and Administrative Expenses increased to $16,950 in 2008 compared to the
$10,300 recorded for the similar period of 2007, an increase of
$6,650.





Increased
expenses are directly related to the cost of one employee.  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’s as does Inter-Continental.  The
management/staff charges for the period ended March 31, 2008 and 2007 were
$11,332 and $0, respectively.





Net
Loss


For
      the Three Months EndedMarch 31,2008
            
            
            2007Net
      Loss
            
            $
            (15,600
            )
            
            $
            (9,500
            )





The net
quarterly loss of $15,600 in 2008 is directly attributed to minimal sales
activity while incurring expenses as mentioned above.





10


Liquidity and Capital
Resources


March
      31,
            
            
            December
      31,2008
            
            
            2007Cash
      on Hand
            
            $
            12,500
            
            
            $
            25,000





The
Company’s cash position recorded at March 31, 2008 of $12,500 has decreased from
the December 31, 2007 cash position of $25,000. This is directly attributed to
minimal sales activity while incurring expenses as mentioned above.





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”.




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 March 31,
2008 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





11


PART
II – OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





To the
knowledge of the Company there are no pending or threatened litigation or
proceedings against the Company.





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


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
      15, 2008
            /s/
      Jamie
      RoszelJamie
      Roszel, PresidentMay
      15, 2008
            /s/
      Richard
      IvanovickRichard
      Ivanovick, C.A., Chief Financial and Accounting Officer











13


---