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:  September 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:  November 16, 2009-  7,909,345 common shares








OLDWEBSITES.COM,
INC.


FORM
10-Q


QUARTER
ENDED September 30, 2009





TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsCondensed
      Balance Sheets – September 30, 2009 and December 31, 2008
      (Unaudited)
            3Condensed
      Statements of Operations for the Three and Nine Months Ended September 30,
      2009 and 2008 (Unaudited)
            4Condensed
      Statements of Cash Flows for the Nine Months Ended September 30, 2009 and
      2008 (Unaudited)
            5Notes
      to Condensed Financial Statements (Unaudited)
            8Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            10Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            12Item
      4T.
            Controls
      and Procedures
            12PART
      II – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            13Item
      1A.
            Risk
      Factors
            13Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            13Item
      3.
            Default
      Upon Senior Securities
            13Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            14Item
      5.
            Other
      Information
            14Item
      6.
            Exhibits
            14Signatures
            15








2





PART
I – FINANCIAL INFORMATION





ITEM
1.   FINANCIAL STATEMENTS





OLDWEBSITES.COM,
      INCCONDENSED
      BALANCE SHEETS(Unaudited)September
      30,
                
                
                December
      31,2009
                
                
                2008ASSETSCurrent
      AssetsCash
                
                $
                1,663
                
                
                $
                1,758Total
      Assets
                
                
                1,663
                
                
                
                1,758LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      expenses
                
                
                10,668
                
                
                
                11,550Loan
      payable to related party
                
                
                46,000
                
                
                
                30,000Total
      Current Liabilities
                
                
                56,668
                
                
                
                41,550Stockholders'
      DeficitCommon
      shares - $0.00 par value; 150,000,000 shares authorized; 7,909,345 shares
      issued and outstanding, respectively
                
                
                131,927
                
                
                
                131,927Accumulated
      deficit
                
                
                (186,932
                )
                
                
                (171,719
                )Total
      Stockholders' Deficit
                
                
                (55,005
                )
                
                
                (39,792
                )Total
      Liabilities and Stockholders' Deficit
                
                $
                1,663
                
                
                $
                1,758





See the
accompanying notes to the condensed unaudited financial
statements.


3


OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF OPERATIONS(Unaudited)For
      The Three Months
              
              
              For
      The Nine MonthsEnded
      September 30,
              
              
              Ended
      September 30,2009
              
              
              2008
              
              
              2009
              
              
              2008Sales
              
              $
              1,560
              
              
              $
              2,042
              
              
              $
              4,384
              
              
              $
              5,590Selling,
      general and administrative expenses
              
              
              8,399
              
              
              
              6,216
              
              
              
              19,597
              
              
              
              44,531Net
      Loss
              
              $
              (6,838
              )
              
              $
              (4,174
              )
              
              $
              (15,213
              )
              
              $
              (38,941
              )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 unaudited financial
statements.


4


OLDWEBSITES.COM,
      INCCONDENSED
      STATEMENTS OF CASH FLOWS(Unaudited)For
      the Nine Months Ended September 30,
                
                2009
                
                
                2008Cash
      Flows From Operating Activities:Net
      loss
                
                $
                (15,213
                )
                
                $
                (38,941
                )Changes
      in assets and liabilities:Prepaids
                
                
                -
                
                
                
                (5,050
                )Accrued
      expenses
                
                
                (882
                )
                
                
                (3,020
                )Net
      Cash Used in Operating Activities
                
                
                (16,095
                )
                
                
                (47,011
                )Cash
      Flows From Investing Activities
                
                
                -
                
                
                
                -Cash
      Flows From Financing Activities:Proceeds
      from loan payable to related party
                
                
                16,000
                
                
                
                30,000Cash
      Flows Provided by Financing Activities
                
                
                16,000
                
                
                
                30,000Net
      Change in Cash
                
                
                (95
                )
                
                
                (17,011
                )Cash
      at Beginning of Period
                
                
                1,758
                
                
                
                25,026Cash
      at End of Period
                
                $
                1,663
                
                
                $
                8,015


See the
accompanying notes to the condensed unaudited financial
statements.


5


OLDWEBSITES.COM,
INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





NOTE
1–ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES





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





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





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 Company has evaluated subsequent events
through November 16, 2009, which is the date these financial statements were
issued.




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




Since May
2008, the Company has received accumulative working capital loan proceeds of
$46,000 from Cooksmill NetSystems, Inc. the major shareholder of the
Company.  Cooksmill NetSystems Inc. is an entity controlled by Mr.
Paul Roszel, a Director of the Company and his immediate family, including James
Roszel, the President, Chief Executive Officer and a Director of the
Company.  This loan was to allow the Company to pay for
expenses.  This loan is due on demand and bears no
interest.  At this time, the Company has no other external
debt.





At a
board meeting held on September 24, 2009, the Board of Directors recommend
discontinuing the operations within Oldwebsites.com, Inc.  The Company
is recommending, to the shareholders, that Cooksmill NetSystems, Inc, acquire
all of the intangible assets of the Company, which are comprised of 24 websites
for the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash
payment.  The Company does not have any cash in order to pay this debt
and does not anticipate having the cash in the future to retire this
debt.  The divestiture of the assets of the Company will discontinue
the ongoing losses incurred by these operations.


6





The
acquisition of all of the intangible assets of Oldwesites.com, Inc. by Cooksmill
NetSystems Inc. would benefit the shareholders of the Company in that this would
retire the debt owed to Cooksmill NetSystems Inc. and would position the
corporate shell to be more attractive for potential transactions including, but
not limited to, corporate merger or acquisition.





As
Cooksmill NetSystems, Inc is an entity controlled by Mr. Paul Roszel, a Director
of the Company and his immediate family, including James Roszel, the President,
Chief Executive Officer and a Director of the Company; there is a conflict of
interest for the Board of Directors to express an opinion on the fairness of
this recommendation.  The recommendation for Cooksmill NetSystems,
Inc. to acquire the intangible assets of the Company in lieu of payment of the
debt owed to Cooksmill NetSystems Inc. is being directly referred to the
shareholders for vote at the Annual Shareholders Meeting scheduled for November
25, 2009.   Cooksmill NetSystems, Inc, Paul Roszel and his
immediate family including James Roszel, as the related parties, will withhold
their votes from this proposal, allowing the minority shareholders to vote on
this matter.





If this
recommendation is approved by the shareholders there will be no material assets
or liabilities remaining within the Company, and the Company will continue to be
a fully reporting, publicly traded corporate shell. The annual shareholder
meeting is scheduled for November 25, 2009.





Recent Accounting
Pronouncements - Effective July 1, 2009, the Company adopted the
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 105-10, “Generally Accepted Accounting Principles.” ASC 105-10
establishes the FASB Accounting Standards CodificationTM (“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 GAAP for SEC registrants. All guidance contained in the
Codification carries an equal level of authority. The Codification supersedes
all existing non-SEC accounting and reporting standards. The FASB will now issue
new standards in the form of Accounting Standards Updates (“ASUs”). The FASB
will not consider ASUs as authoritative in their own right. ASUs will serve only
to update the Codification, provide background information about the guidance
and provide the bases for conclusions on the changes in the Codification.
References made to FASB guidance have been updated for the Codification
throughout this document.





Effective
June 30, 2009, the Company adopted guidance issued by the FASB and included
in ASC 855-10, “Subsequent Events,” which establishes general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before the financial statements are issued or are available to be issued. It
requires the disclosure of the date through which an entity has evaluated
subsequent events (see Note 1).





Effective
April 1, 2009, the Company adopted guidance issued by the FASB that
requires disclosure about the fair value of financial instruments for interim
financial statements of publicly traded companies, which is included in the
Codification in ASC 825-10-65, “Financial Instruments.” The adoption of ASC
825-10-65 did not have an impact on our consolidated results of operations or
financial condition.





Effective
January 1, 2009, the Company adopted guidance issued by the FASB that
relates to the presentation and accounting for noncontrolling interests, which
is included in the Codification in ASC 810-10-65,
“Consolidation.”  The adoption of ASC 810-10-65 did not have an impact
on our consolidated results of operations or financial
condition.


7





Effective
January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements
and Disclosures,” with respect to recurring financial assets and liabilities.
The Company adopted ASC 820-10 on January 1, 2009, as it relates to
nonrecurring fair value measurement requirements for nonfinancial assets and
liabilities. ASC 820-10 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. The adoption of the standard had no
impact on our consolidated financial results.





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
September 30, 2009, the Company has received working capital loan proceeds of
$46,000 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 nine months ended September 30, 2009 and 2008 were
$6,750 and $6,750, 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 nine months ended September 30, 2009 and 2008
were $0 and $19,319, 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.





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
September 30, 2009 and 2008, the Company had no common stock equivalents
outstanding.


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





On
February 16, 2007, the Company changed its name from Fiberglass.com, Inc. to
Oldwebsites.com, Inc.





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 -To
date, no websites have been sold through the exchange.  The only
revenue currently being recorded by the Company is from an affiliate marketing
agreement with Cooksmill NetSystems, Inc.  Cooksmill NetSystems, Inc.
pays the Company (the “Affiliate”) a commission on net pay-per-lead sales
generated by customers referred by the Company’s web sites.  The
Company has recorded sales revenues of $4,400 for the first three quarters of
2009, and $5,600 for the same period of 2008.  With operating costs
being $19,600 for the first three quarters of 2009, and $44,500 for the same
period of 2008 indicate the Company’s operations are
unsustainable.


9





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




Since May
2008, the Company has received accumulative working capital loan proceeds of US
$46,000 from Cooksmill NetSystems, Inc. the major shareholder of the
Company.  Cooksmill NetSystems Inc. is an entity controlled by Mr.
Paul Roszel, a Director of the Company and his immediate family, including James
Roszel, the President, Chief Executive Officer and a Director of the
Company.  This loan was to allow the Company to pay for
expenses.  This loan is due on demand and bears no
interest.  At this time, the Company has no other external
debt.





The Board
of Directors recommend discontinuing the operations within Oldwebsites.com,
Inc.  The Company is recommending that Cooksmill NetSystems, Inc,
acquire all of the intangible assets of the Company, which are comprised of 24
(twenty-four) websites for the debt owed to Cooksmill NetSystems Inc. of US
$46,000.00 in lieu of cash payment.  The Company does not have any
cash in order to pay this debt and does not anticipate having the cash in the
future to retire this debt.  The divestiture of the assets of the
Company will discontinue the ongoing losses incurred by these
operations.





The
acquisition of all of the intangible assets of Oldwesites.com, Inc. by Cooksmill
NetSystems Inc. would benefit the shareholders of the Company in that this would
retire the debt owed to Cooksmill NetSystems Inc. and would position the
corporate shell to be more attractive for potential transactions including, but
not limited to, corporate merger or acquisition.





As
Cooksmill NetSystems, Inc is an entity controlled by Mr. Paul Roszel, a Director
of the Company and his immediate family, including James Roszel, the President,
Chief Executive Officer and a Director of the Company; there is a conflict of
interest for the Board of Directors to express an opinion on the fairness of
this recommendation.  The recommendation for Cooksmill NetSystems,
Inc. to acquire the intangible assets of the Company in lieu of payment of the
debt owed to Cooksmill NetSystems Inc. is being directly referred to the
shareholders for vote at the Annual Shareholders Meeting scheduled for November
25, 2009.   Cooksmill NetSystems, Inc, Paul Roszel and his
immediate family including James Roszel, as the related parties, will withhold
their votes from this proposal, allowing the minority shareholders to vote on
this matter.





If this
recommendation is approved by the shareholders there will be no material assets
or liabilities remaining within the Company, and the Company will continue to be
a fully reporting, publicly traded corporate shell.




Sales
Revenues





For
      the Three Months Ended
            
            
            For
      the Nine Months EndedSeptember 30,
            
            
            September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Sales
      Revenues
            
            $
            1,600
            
            
            $
            2,000
            
            
            $
            4,400
            
            
            $
            5,600




10





Sales
revenues recorded for the nine months ended September 30, 2009 of $4,400 have
decreased from the $5,600 recorded during the similar period of
2008.




In an
attempt to increase revenues the Company engaged in an affiliate marketing
agreement with Cooksmill NetSystems, Inc. at the beginning of
2008.  Cooksmill NetSystems, Inc. pays the Company (the “Affiliate”) a
commission on net pay-per-lead sales generated by customers referred by the
Company’s web sites.





The
Company anticipated 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 has a 3 to 5 year time sale
horizon.  As discussed under the above “Business Condition” the
Board of Directors feel that due to the economic downturn, that the Company can
no longer sustain the business plan of the development of websites with a 3 to 5
year time sale horizon.  As the Company has accumulated deficits,
negative cash flows from operations, and losses since inception the Company can
no longer sustain these operations as a going concern.




Operating
Expenses


For
      the Three Months Ended
            
            
            For
      the Nine Months EndedSeptember 30,
            
            
            September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008General
      and Administrative Expenses
            
            $
            8,400
            
            
            $
            6,200
            
            
            $
            19,600
            
            
            $
            44,500




General
and Administrative Expenses for the nine months ended September 30, 2009 have
decreased by $24,900 compared to the similar period of 2008.





The
decrease of expenses for the period ending September 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 nine months ended
September 30, 2009 and 2008 were $0 and $19,300, respectively.  In an
effort to reduce the overhead of the Company, James Roszel, the President, Chief
Executive Officer and a Director of the Company has waived his compensation as
of June 1, 2008.





Management
also monitored other expenses and reduced the costs of office and administrative
costs by $1,700, professional fees by $600 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 websites.





Net
Loss


For
      the Three Months Ended
            
            
            For
      the Nine Months EndedSeptember 30,
            
            
            September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Net
      Loss
            
            $
            (6,800
            )
            
            $
            (4,200
            )
            
            $
            (15,200
            )
            
            $
            (38,900
            )




11





The net
loss of $15,200 in 2009 is directly attributed to minimal sales activity while
incurring expenses as mentioned above.





For the
nine-month period of this year, a $15,200 operating loss was recorded in
comparison to the $38,900 loss of 2008, a decreased loss of
$23,700.  As discussed above, sales have decreased by $1,200 and
expenses have decreased by $24,900 compared to the similar period of 2008, both
contributing to this year-to-date result.





As
discussed under the above “Business Condition” the Board of Directors feel
that due to these continued losses, that the Company can no longer sustain the
business plan of the development of websites with a 3 to 5 year time sale
horizon.  As the Company has accumulated deficits, negative cash flows
from operations, and losses since inception the Company can no longer sustain
these operations as a going concern.




Liquidity and Capital
Resources


September
      30,
            
            
            December
      31,2009
            
            
            2008Cash
      on Hand
            
            $
            1,700
            
            
            $
            1,800





The
Company’s cash position recorded at September 30, 2009 of $1,700 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.





Since May
2008, the Company has received accumulative working capital loan proceeds of
$46,000.00 from Cooksmill NetSystems, Inc. the major shareholder of the
Company.  This loan was to allow the Company to pay for
expenses.  This loan is due on demand and bears no
interest.





The Board
of Directors is recommending discontinuing the operations within
Oldwebsites.com, Inc.  The Company is recommending that Cooksmill
NetSystems, Inc, acquire all of the intangible assets of the Company, which are
comprised of 24 (twenty-four) websites for the debt owed to Cooksmill NetSystems
Inc. of $46,000.00 in lieu of cash payment.  The Company does not have
any cash in order to pay this debt and does not anticipate having the cash in
the future to retire this debt.  The divestiture of the assets of the
Company will discontinue the ongoing losses incurred by these
operations.





The
recommendation for Cooksmill NetSystems, Inc. to acquire the intangible assets
of the Company in lieu of payment of the debt owed to Cooksmill NetSystems Inc.
is being directly referred to the shareholders for vote at the annual
shareholders meeting scheduled for November 25, 2009.







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.


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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 September 30, 2009 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


13





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





The
Annual Meeting (“Meeting”) of shareholders of OLDWEBSITES.COM,
INC.  (“Company”) will be held at the office of Hertzberger, Olsen and
Associates located at Corporate Square, Penthouse, 30 Duke St. W., Kitchener,
Ontario, Canada, N2H 3W5 on Thursday, November 25, 2009, commencing at 10:30
o’clock a.m., EST for the following purposes:





1.
            To
      elect three directors of the
Company.





2.
            To
      ratify the appointment of the Company’s independent
    auditors.





3.
            To
      approve of the divestiture of the operating assets of the Company to
      Cooksmill NetSystems Inc. Cooksmill NetSystems Inc. will acquire the
      operating assets of the Company in exchange for the debt owing to
      Cooksmill NetSystems Inc.





4.
            To
      transact such other business as may properly come before the
      meeting.





The Board
of Directors has fixed the close of business on October 28, 2009, as the record
date for the determination of shareholders entitled to notice of the
Meeting.  All shareholders of record at close of business on that date
will be entitled to vote at the Meeting.








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


14





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,
      IncNovember
      16, 2009
            /s/
      James RoszelJames
      Roszel, PresidentNovember
      16, 2009
            /s/
      Richard IvanovickRichard
      Ivanovick, C.A., Chief Financial andAccounting
      Officer











15