UNITED
STATES
 SECURITIES
AND EXCHANGE
COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-KSB
 
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)OF
 THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2007
 
 
 Commission
File Number 000-52546
 
 Oldwebsites.com,
Inc.
 (Name
of Small business Issuer in its charter)
 
 
 Utah
              
              98-0212805(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.  EmployerIdentification
      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
 
 Securities
to be registered under Section 12 (b) of the Act:
 Title of
each class: N/A
 Name of
each exchange on which Registered:  N/A
 
 Check
whether the issuer (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  [
 ]
 
 Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or any amendment to this Form
10-QSB.  [X]
 
 State
issuer's revenues for its most recent fiscal year: $4,389
 
 Securities
to be registered under Section 12(g) of the Act:  Common Shares No Par
Value
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).    Yes  [X]    No  [ 
]
 
 State the
number of shares outstanding of the issuer’s classes of common equity, as of the
latest practicable date: March 31, 2008 - 7,909,345
 
 
  1
  Oldwebsites.com,
Inc.
  INDEX
 
 Table of
Contents
 
 
 Part
      IItem
      1.
              Description
      of Business
              3Item
      2.
              Description
      of Property
              6Item
      3.
              Legal
      Proceedings
              6Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              6Part
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters
              6Item
      6.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              7Item
      7.
              Financial
      Statements
              F-1Item
      8.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              10Item
      8A.
              Controls
      and Procedures
              10Part
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
              11Item
      10.
              Executive
      Compensation
              12Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholders Matters
              13Item
      12.
              Certain
      Relationships and Related Transactions
              13Item
      13.
              Exhibits
      and Reports on Form 8-K
              14Item
      14.
              Principal
      Accountant Fees and Services
              15Signatures
              16
 
 
 
 
 
 
  2
  FORWARD
LOOKING STATEMENTS
 
 Oldwebsites.com,
Inc. (the "Company", "we" or "us") cautions readers that certain important
factors may affect our actual results and could cause such results to differ
materially from any forward-looking statements that may have been made in this
Form 10-KSB or that are otherwise made by or on behalf of us. For this purpose,
any statements contained in the Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements.
 
 Without
limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plan" or “continue" or
the negative other variations thereof or comparable terminology are intended to
identify forward-looking statements. Factors that may affect our results
include, but are not limited to, our limited history of non-profitability, our
dependence on a limited number of customers and key personnel, the need for
additional financing and our dependence on certain industries. We are also
subject to other risks detailed herein or detailed from time to time in our
filings with the Securities and Exchange Commission.
 
 
 PART
I
  ITEM
1. DESCRIPTION OF BUSINESS
 
 Introduction
 
 Oldwebsites.com,
Inc. ("the Company") is a Utah corporation originally incorporated on August 26,
1999 as Fiberglass.com, Inc.
 
 RecycleNet
Corporation acquired the Company as a wholly owned subsidiary on January 2,
2001.
 
 RecycleNet
Corporation operates a buy/sell/trade exchange for anything that is scrap or
used.  Fiberglass.com, Inc. has 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.
 
 Subsequently,
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.
 
 
 Company
History
 
 Revenues
to date in Oldwebsites.com, Inc. have been from the Business-to-Business online
portal, which was focused on the composite materials industry.  The
Company charges a monthly fee for services that are provided to customers. The
Company does not charge sellers or buyers a percentage of the value of their
transactions nor does the Company charge a back-end fee.
 
  3
  In July
2003, the Company created within its portal business a custom exchange to buy
and sell old websites and domain names, www.oldwebsites.com.
 
 In 2007,
the Company turned its focus on the operation and further development of this
exchange while still continuing with its portal services for the composite
materials industry as a secondary line of business.
 
 Oldwebsites.com,
Inc. owns and/or manages valuable intangible assets in the form of websites and
domain names.  A list of websites and domain names owned and/or
managed by the Company can be viewed on the website www.oldwebsites.com/cgi-bin/ex_ow_view.cgiin the domain name exchange.
 
 
 Mission
 
 Oldwebsites.com,
Inc. will now focus on operating its exchange for buying and selling old
websites and domain names.   The Company anticipates capturing
revenue by charging a percentage of the value of the websites or domain names
sold in the exchange.
 
 Oldwebsites.com,
Inc. will offer services to grow organic and natural search traffic to the
websites listed in the exchange.  The Company believes that the true
value of a website 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.
 
 The
Company currently uses contextual advertising and affiliate marketing on its
websites 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 websites
listed in the oldwebsites.com exchange.
 
 
 Growth
of Our Exchange
 
 The
business plan being developed and implemented by Oldwebsites.com, Inc. is now
focusing on 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 no one customer that the loss of would have a material adverse
impact to the Company.
 
 
 Competition
 
 Aggregation
of Internet traffic is universally competitive.  There are numerous
domain name exchanges in today’s marketplace.  Oldwebsites.com, Inc.
feels that it is unique, as it will not be trying to acquire mass numbers of
domains but selecting strategic pre-existing websites for development of traffic
and to groom them for maximum growth for sale.
 
  4
  An
example of a Company in a similar line of business is NameMedia, Inc. which
operates www.afternic.comand
www.BuyDomains.com, selling domain names.
 
 
 Marketing
 
 The
Company's marketing strategy is designed to strengthen and increase traffic to
the websites listed in the oldwebsites.com exchange.
 
 The
Company’s marketing strategy consists of Internet advertising, trade show
participation, and strategic alliances with other media and related companies
and organizations.
 
 
 EFFECT
OF GOVERNMENTAL REGULATIONS
 
 The
Company is unaware of any existing or probable government regulations that would
have any material negative impact on our business.
 
 The
Company is a "reporting company" under the Securities Exchange Act of 1934 and
is required to file annual, quarterly and periodic reports with the Securities
and Exchange Commission, such as Forms 10-KSB, 10-QSB, and 8-K. The reports are
available at the Commission's Public Reference Room at 450 Fifth Street, NW,
Washington, DC 20549, telephone 1-800-SEC-0330 and may be retrieved
electronically via the Internet at www.sec.gov.
 
 
 REPORTS
TO SECURITY HOLDERS
 
 The
Company intends to prepare and deliver to its security holders an annual report
each year, which will include audited financial statements.
 
 
 EMPLOYEES
 
 All
management and staff are retained on an unwritten contract basis under a related
party transaction with Inter-Continental Recycling Inc. Inter-Continental
Recycling is owned by the immediate family of one of the Company’s Directors.
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
average monthly invoice from Inter-Continental to the Company approximates
$3,810 and pays for services for 1 full-time employee of Inter-Continental
utilized by the Company. The Company is invoiced for the salary as well as
employee benefits, such as deductions for Canada Pension Plans and Employment
Insurance, which are deductions mandated by the Canadian Government. Management
of the Company believes this arrangement is beneficial to the Company in that
all payroll and employee withholding transactions are consolidated into one
company, Inter-Continental, thereby saving the Company a duplicative expense.
Therefore, the Company believes the arrangement to be as fair to it as could
have been made with an unaffiliated party. Also, Inter-Continental is
responsible for acquiring and maintaining appropriate insurance covering
liabilities, including employee conduct.
 
  5
  ITEM
2. DESCRIPTION OF PROPERTY
 
 
 FACILITIES
 
 The
Company does not currently own any operating facilities.  The
Company’s corporate offices are located at 175 East 400 South, Suite 900, Salt
Lake City, Utah.  The Company also maintains shared office space at 7
Darren Place, Guelph, Ontario, Canada. The Company believes that the current
facilities will be adequate for the foreseeable future. All research and
development activities are performed in these facilities. The Company believes
that the nature of its business coupled with computer networking technology will
allow and support future employees of the Company working from remote locations
outside of the Company's current (or future) facilities.
 
 
 ITEM
3. LEGAL PROCEEDINGS
 
 Neither
the Company nor any of its officers, directors or greater than 10% beneficial
shareholders are involved in any litigation or legal proceedings involving the
business of the Company.
 
 
 ITEM
4. SUBMISSION OF MATTERS TO SECURITY HOLDERS
 
 No
matters were submitted to a vote of the Company's security holders during the
fourth quarter of fiscal year ended December 31, 2007.
 
 
 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 
 MARKET
INFORMATION
 
 The
Company has authorized 150,000,000 common shares. There are no provisions in the
Articles of Incorporation of the Company that would delay, defer, or prevent a
change in control of the Company. The Company has no debt securities
issued.
 
 At this
time the Company is not publicly traded.  As of December 31, 2007, the
number of shareholders of record of the Company’s common shares was
706.  The Company has not declared or paid any cash
dividends.  It is not anticipated that any cash dividends will be
declared or paid in the near future. There are no contractual or other
restrictions that limit the ability of the Company to pay dividends on its
common shares and none are anticipated in the future.
 
 
 RECENT
SALES OF UNREGISTERED SECURITIES
 
 No offers
or sales have been made by the Company during the year ended December 31, 2007
and none are intended at the present time.
 
  6
  ITEM
6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 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.
 
 
 OVERVIEW
 
 Revenue
to date in the Company has been from online portal services, focusing on the
composite materials industry.  Fees for services provided to the
customers are charged on a monthly or pay per use basis.
 
 In July
2003, the Company created within its portal business a custom exchange to buy
and sell old websites and domain names, www.oldwebsites.com.  In
2007, the Company turned its focus on the operation and further development of
this exchange while still continuing with its portal services for the composite
materials industry as a secondary line of business.
 
 The
Company’s focus is now on the custom development of websites within the exchange
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 through the services offered by the Company in the form
of organic growth and natural search traffic before selling.  The
Company believes that the true value of a website is in the traffic it
generates.
 
 The
Company anticipates capturing revenue by charging a percentage of the value of
the websites or domain names sold in the exchange.
 
 Advertising
trends show an increase of advertising dollars being spent on the Internet and a
decrease being spent in traditional markets.  The Company believes
that the existing traffic and the traffic we will be able to acquire can be
monetized.
 
 
 RESULTS
OF OPERATIONS
 
 The
Company has an accumulated deficit, 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
 
 2007
              
              
              2006Sales
      Revenues
              
              $
              4,400
              
              
              $
              7,200
 
  7
  The Sales
revenue for the year ended December 31, 2007 of $4,400 reflected a $2,800
decrease over the same period of 2006, a 38.9% decrease. These results reflect
the refocusing of the Companies overall business model to the operation and
further development of the custom exchange to buy and sell old websites and
domain names, instead of the online portal sales.
 
 
 OPERATING
EXPENSES
 
 2007
              
              
              2006OPERATING
      EXPENSES
              
              $
              68,000
              
              
              $
              9,200
 
 Operating
Expenses increased in 2007 over 2006 by $58,800. During 2007, the Company
incurred increases in expenses such as office and administration of $3,500,
legal and accounting fees of $22,000, advertising and promotion of $4,000, and
salaries of $26,700.
 
 Management
is allocating its cash on continued development of our website and continues to
participate in Regional Trade Shows and Conventions. We feel that this
continuing exposure in the marketplace is in the best interest of the
Company.
 
 
 NET
INCOME
 
 2007
              
              
              2006Net
      Loss
              
              $
              (63,600
              )
              
              $
              (1,900
              )
 
 The Net
Loss of $63,600 in 2007 is directly attributed to minimal sales activity while
incurring expenses as mentioned above.
 
 
 CASH
POSITION
 
 The
Company’s cash position at December 31, 2007 of $25,000 has increased from the
December 31, 2006 balance of $8,700. In February 2007, RecycleNet Corporation
repaid its $75,000 total indebtedness. However, the operations as presented
above recorded a $63,600 loss, contributing directly to the consumption of a
large portion of the cash position.
 
 
 ADVANCES
TO RELATED PARTY
 
 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 re-paid to
Oldwebsites.com, Inc. in February 2007.
 
 
 DEFERRED
REVENUE
 
 Deferred
revenue results from customers who pay for services in advance, such as
quarterly, semi-annually, or annually. The Company records the initial payment
in deferred revenue and then recognizes sales revenue in each subsequent month
in proportion to which services are provided. As of December 31, 2007, deferred
revenue amounted to $0 compared with the $2,345 at December 31,
2006.
 
  8
  MARKETING
 
 The
Company's marketing strategy is designed to strengthen and increase traffic to
the websites listed in the oldwebsites.com exchange.
 
 The
Company’s marketing strategy consists of Internet advertising, trade show
participation, and strategic alliances with other media and related companies
and organizations.
 
 
 FUTURE
PLANS FOR EXPANSION
 
 The
Company plans to continue to sell and support its existing line of information
technology products and services within its Internet Portal services business
segment and to continue to develop its custom exchange to buy and sell old
websites and domain names.
 
 It is
management's opinion that its current commercially developed products and
services in its Internet Portal services business segment has been tested,
refined and accepted by the industry at large. The Company will continue, with
the feedback of its existing customer base, to develop and bring to market
additional information technology products and services. The Company
intends to continue to increase the market's awareness of the Company's products
and services.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  9
  ITEM
7. FINANCIAL STATEMENTS
 
 
 Oldwebsites.com,
Inc.
 INDEX
TO FINANCIAL STATEMENTS
 
 PageReport
      of Independent Registered Public Accounting Firm
              F-2Balance
      Sheets
              F-3Statements
      of Operations
              F-4Statements
      of Stockholders' Equity
              F-4Statements
      of Cash Flows
              F-5Notes
      to Financial Statements
              F-6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  F-1
 
 HANSEN,BARNETT& MAXWELL,
    P.C.A
      Professional CorporationCERTIFIED
      PUBLIC ACCOUNTANTS
              
              Registered
      with the Public CompanyAccounting
      Oversight Board5
      Triad Center, Suite 750Salt
      Lake City, UT 84180-1128Phone:
      (801) 532-2200
                Fax:
      (801) 532-7944www.hbmcpas.com
 
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Shareholders and the Board of Directors
 Oldwebsites.com,
Inc.
 
 
 We have
audited the balance sheets of Oldwebsites.com, Inc. as of December 31, 2007 and
2006 and the related statements of operations, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Oldwebsites.com, Inc. as of
December 31, 2007 and 2006 and the results of their operations and their cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company’s operating losses, negative cash
flows from operations, accumulated deficit and minimal sales raise substantial
doubt about its ability to continue as a going concern. Management’s plans
regarding those matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
 
 HANSEN,
      BARNETT & MAXWELL, P.C.
 
 Salt Lake
City, Utah
 March 27,
2008
 
 
  F-2
  OLDWEBSITES.COM,
INC
 BALANCE
SHEETS
 
 
 December
      31,
              
              2007
              
              
              2006ASSETSCurrent
      AssetsCash
              
              $
              25,026
              
              
              $
              8,689Related
      party receivable
              
              
              -
              
              
              
              75,000Total
      Assets
              
              $
              25,026
              
              
              $
              83,689LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccrued
      expenses
              
              $
              7,300
              
              
              $
              -Deferred
      revenue
              
              
              -
              
              
              
              2,345Total
      Current Liabilities
              
              
              7,300
              
              
              
              2,345Stockholders'
      EquityCommon
      shares - $0.00 par value; 150,000,000 shares authorized;
                7,909,345
      and 9,100,000 shares issued and outstanding, respectively
              
              
              131,927
              
              
              
              131,927Accumulated
      deficit
              
              
              (114,201
              )
              
              
              (50,583
              )Total
      Stockholders' Equity
              
              
              17,726
              
              
              
              81,344Total
      Liabilities and Stockholders' Equity
              
              $
              25,026
              
              
              $
              83,689
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
 
  F-3
  OLDWEBSITES.COM,
INC.
 STATEMENTS
OF OPERATIONS
 
 
 For
      the Year Ended December 31,
              
              2007
              
              
              2006Sales
              
              $
              4,389
              
              
              $
              7,197Selling,
      general and administrative expenses
              
              
              68,007
              
              
              
              9,188Net
      Loss
              
              $
              (63,618
              )
              
              $
              (1,991
              )Basic
      and Diluted Loss Per Common Share
              
              $
              (0.01
              )
              
              $
              -Weighted-Average
      Common Shares Outstanding
              
              
              8,724,862
              
              
              
              9,100,000
 
  
 
 OLDWEBSITES.COM,
INC.
 STATEMENTS
OF STOCKHOLDERS’ EQUITY
 FOR
THE YEARS ENDED DECEMBER 31, 2006 AND 2007
 
 
 
 Common
      Shares
              
              
              Accumulated
              
              
              Total
      Stockholders'Shares
              
              
              Amount
              
              
              Deficit
              
              
              EquityBalance
      - December 31, 2005
              
              
              9,100,000
              
              
              $
              131,927
              
              
              $
              (48,592
              )
              
              $
              83,335Net
      loss for the year ended December 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              (1,991
              )
              
              
              (1,991
              )Balance
      - December 31, 2006
              
              
              9,100,000
              
              
              
              131,927
              
              
              
              (50,583
              )
              
              
              81,344Return
      of shares from spin-off of Corporation September 7, 2007; at
      cost
              
              
              (1,190,655
              )
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss for the year ended December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              (63,618
              )
              
              
              (63,618
              )Balance
      - December 31, 2007
              
              
              7,909,345
              
              
              $
              131,927
              
              
              $
              (114,201
              )
              
              $
              17,726
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
  F-4
  Oldwebsites.com,
Inc.
 STATEMENTS
OF CASH FLOWS
 
 
 
 For
      The Year Ended December 31,
              
              2007
              
              
              2006Cash
      Flows From Operating Activities:Net
      loss
              
              $
              (63,618
              )
              
              $
              (1,991
              )Changes
      in assets and liabilities:Accrued
      expenses
              
              
              7,300
              
              
              
              -Deferred
      revenue
              
              
              (2,345
              )
              
              
              1,179Net
      Cash Used In Operating Activities
              
              
              (58,663
              )
              
              
              (812
              )Cash
      Flows From Investing Activities:Collection
      of related party receivable
              
              
              75,000
              
              
              
              -Net
      Cash Provided by Investing Activities
              
              
              75,000
              
              
              
              -Cash
      Flows from Financing Activities
              
              
              -
              
              
              
              -Net
      Change in Cash
              
              
              16,337
              
              
              
              (812
              )Cash
      at Beginning of Period
              
              
              8,689
              
              
              
              9,501Cash
      at End of Period
              
              $
              25,026
              
              
              $
              8,689
 
 
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
 
 
  F-5
  OLDWEBSITES.COM,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2007 AND 2006
 
 NOTE
1-ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
Presentation - The accompanying financial statements present the
financial position of Oldwebsites.com, Inc. (the Company) and the results of the
operations and cash flows in accordance with accounting principles generally
accepted in the United States of America.
 
 Business
Condition – The Company has an accumulated deficit, 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.
 
 Use of
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
 
 Fair Values of
Financial Instruments - Due to their near-term nature, the amounts
reported as cash, related party receivable, accrued expenses and deferred
revenue are considered to be reasonable approximations of their fair
values.
 
 Revenue
Recognition - Revenue from services are recognized as the services are
provided. Revenues from the internet portal services business are derived from
individual custom packages that include any combination of the following
services: subscription fees, HTML linking services, advertising, and web page
construction. The Company charges a per-client, per-month repetitive service
fee, regardless of the services provided. With respect to the Internet portal
sites that facilitate e-commerce trading, the Company only charges a monthly fee
for services that are provided to customers. The Company does not charge sellers
or buyers a percentage of the value of their transactions nor does the Company
charge a back-end fee.
 
 Oldwebsites.com,
Inc., operates an exchange for buying and selling old websites and domain
names.  The Company anticipates capturing revenue from this portion of
its business by charging a percentage of the value of the websites or domain
names sold in the exchange.
 
 Oldwebsites.com,
Inc. currently uses contextual advertising and affiliate marketing on its
websites 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 websites
listed in the oldwebsites.com exchange.
 
  F-6
  Advertising
Costs - Advertising costs are charged to expense in the period incurred.
Advertising expense for the years ended December 31, 2007 and 2006 was $3,990
and $0 respectively.
 
 Income Taxes — The Company
recognizes an asset or liability for the deferred tax consequences of all
temporary differences between the tax basis of assets or liabilities and their
reported amounts in the financial statements that will result in taxable or
deductible amounts in future years when the reported amounts of the asset or
liabilities are recovered or settled.  Deferred tax assets or
liabilities are measured using the enacted tax rates that will be in effect when
the differences are expected to reverse.  Deferred tax assets are
reviewed periodically for recoverability and valuation allowances are provided
as necessary.
 
 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.  At December 31, 2007 and 2006, the Company had no
issuable common shares.
 
 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 re-paid to the
Company in February 2007.
 
 The
Company has an agreement with Inter-Continental Recycling, Inc. to provide
various services for the Company. Inter-Continental Recycling, Inc. is owned
100% by the immediate family of one of the directors of the Company. The Company
is billed monthly for services supplied for management and sales activities,
which vary monthly based on the activity level.
 
 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 years ended December 31, 2007 and 2006 were
$26,675 and $0, respectively.
 
 Internet
service provider (ISP) fees are billed on a monthly basis from Cooksmill
NetSystems Inc. to the Company. Cooksmill NetSystems Inc. a wholly-owned
subsidiary of Inter-Continental Recycling Inc. a company that is owned and
beneficially held by Mr. Paul Roszel, a director of the Company, and his
immediate family. The ISP charges for each of the years ended December 31, 2007
and 2006 were $9,000.
 
 The
Company has a merchant services agreement with RecycleNet Corporation, the
former parent Company. According to the terms of the agreement, the Company pays
a servicing fee of 20% of the gross sales for the related party to bill
customers and collect payments on behalf of the Company. Fees paid to the
related party for the years ended December 31, 2007 and 2006 were $396 and
$2,094, respectively and are reported net of sales.
 
  F-7
  The
Company has office space in a facility owned by the family of the President of
the Company.
 
 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, was returned to the
company.   The balance of issued and outstanding shares of
Oldwebsites.com, Inc. as of December 31, 2007 is 7,909,345.
 
 NOTE
4-INCOME TAXES
 
 Deferred
tax assets are comprised of the following at December 31, 2007 and
2006:
 
 For
      the Years Ended December 31,
              
              2007
              
              
              2006Operating
      loss carry forwards
              
              $
              40,686
              
              
              $
              16,957Less:  Valuation
      allowances
              
              
              (40,686
              )
              
              
              (16,957
              )Net
      Deferred Tax Asset
              
              $
              -
              
              
              $
              -
  The
Company had no income tax expense for the years ended December 31, 2007 and
2006.
 
 The
following is a reconciliation of the amount of expense that would result from
applying federal statutory rates to pretax loss with the provision for income
taxes for the years ended December 31:
 
 For
      the Years Ended December 31,
              
              2007
              
              
              2006Tax
      benefit at statutory rate (34%)
              
              $
              (21,630
              )
              
              $
              (677
              )Change
      in deferred tax asset valuation allowance
              
              
              23,729
              
              
              
              743Other
              
              
              (2,099
              )
              
              
              (66
              )Net
      Income Tax Expense
              
              $
              -
              
              
              $
              -
  The
Company has U.S. federal operating loss carry forwards of $109,078 that expire
from 2019 through 2023. The use of U.S. operating loss carry forwards are
limited and may not be available to offset future income.
 
 
  F-8
  ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 
 There are
currently no disagreements or changes pending with the Company’s
accountants.
 
 
 ITEM
8A. CONTROLS AND PROCEDURES
 
 Evaluation
of disclosure controls and procedures
 
 As of the
end of the period covered by this report, the Company conducted an evaluation,
under the supervision and with the participation of the principal executive
officer and principal financial officer, of the Company’s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d015(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the
principal executive officer and principal financial officer concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
 
 Management’s
Report on Internal Control over Financial Reporting.
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our management assessed the effectiveness of our internal control
over financial reporting as of December 31, 2007. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2007, our
internal control over financial reporting is effective based on these
criteria.
 
 Changes
in internal control over financial reporting.
 
 There was
no change in the Company’s internal control over financial reporting during the
Company’s most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
 
 
 
  10
  Part
III
 
 
 ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
 
 
 The
directors and officers of the Company are as follows:
 
 
 Name
              
              Age
              
              Position
              
              Term of OfficeJames
      Roszel
                (Note
      1)
              
              26
              
              Chairman
      of the Board, President
              
              08/99
      to PresentPaul
      Roszel

                  (Note
      1)
              
              50
              
              Director
              
              08/99
      to PresentTerrence
      Millie
              
              30
              
              Director
              
              08/99
      to PresentRichard
      Ivanovick, C.A
              
              67
              
              Chief
      Financial Officer
              
              08/99
      to Present
 
 (Note
1)  James Roszel is the son of Paul Roszel
 
 
 
 For the
past eight years James Roszel has been responsible for the ongoing marketing,
and participated in business development, of RecycleNet
Corporation.  James Roszel has been the President and a Director of
Oldwebsites.com, Inc., formerly Fiberglass.com, Inc., since its
inception.
 
 For the
past eight years Paul Roszel has been responsible for the ongoing development
and promotion of RecycleNet Corporation.  Mr. Roszel is the founding
director, Chairman of the Board and President, of RecycleNet
Corporation.  Mr. Roszel has over 30 years of hands on experience in
the recycling industry. He has been actively involved in the development and
implementation of collection, processing, transportation and sales/marketing
programs for secondary commodities.
 
 For the
past eight years Terrence Millie has been involved in the development of
Oldwebsites.com, Inc. formerly Fiberglass.com, Inc. He has also been involved in
the development of RecycleNet Corporation and of Scrap China Corporation, a
former wholly owned subsidiary of RecycleNet Corporation.
 
 Richard
R. Ivanovick C.A. joined the Company in August 1999 as the Chief Financial
Officer.  For the past 30 years, Richard R. Ivanovick C.A. has been
serving as President of Marsh Tire Service Ltd., Ontario, Canada, a company
involved in automobile service, sales and leasing of automobiles, in the Guelph,
Ontario area.
 
 INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS:
 
 To the
knowledge of the Company there are no pending or threatened litigation or
proceedings against the Company.
 
  11
  INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
 
 Section
16-10a-901 through 909 of the Utah Revised Business Corporation Act authorizes a
corporation's board of directors or a court to award indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred, including counsel fees)arising under the
Securities Act of 1933. A director of a corporation may only be indemnified if:
(1) the conduct was in good faith; and (2) the director reasonably believed that
the conduct was in or not opposed to the corporation's best interest; and (3) in
the case of any criminal proceeding, the director had no reasonable cause to
believe the conduct was unlawful. A corporation may not indemnify a person under
the Utah Act unless and until the corporation's board of directors has
determined that the applicable standard of conduct set forth above has been
met.
 
 The
Company's Articles of Incorporation do not provide for any additional or
different indemnification procedures other than those provided by the Utah Act,
nor has the Company entered into any indemnity agreements with its current
directors and officers regarding the granting of other or additional or
contractual assurances regarding the scope of the indemnification allowed by the
Utah Act. At present, there is no pending litigation or proceeding involving a
director, officer or employee of the Company regarding which indemnification is
sought, nor is the Company aware of any threatened litigation that may result in
claims or indemnification. The Company has not obtained director's and officer's
liability insurance, although the board of directors of the Company may
determine to investigate and, possibly, acquire such insurance in the
future.
 
 
 ITEM
10. EXECUTIVE COMPENSATION
 
 The
following table shows compensation earned during the fiscal years 2007 and 2006
by the Officers and Directors of the Company.  They are the only
persons who received compensation during those periods. No other miscellaneous
compensation was paid or stock options granted during those
periods.
 
 Summary
Compensation Table
 
 Name & Principal
      Positions
              
              Fiscal
      Year
              
              SalaryJames
      Roszel, President & Chairman
              
              2007
              
              $26,6752006
              
              $NILPaul
      Roszel, Director
              
              2007
              
              $NIL2006
              
              $NILTerrence
      Millie, Director
              
              2007
              
              $NIL2006
              
              $NILRichard
      R. Ivanovick, CFO
              
              2007
              
              $NIL2006
              
              $NIL
 
 
  12
  ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS MATTERS
 
 The
following tables sets forth, as of the date herein, the share ownership of each
person known by the Company to be the beneficial owner of 5% or more of the
Company's shares, each officer and director individually and all directors and
officers of the Company as a group.
 
 
 Title of
      Class
              
              Name &
      Address
                of Beneficial
      Owner
              
              Amount, Nature &
      Percentage
                of Beneficial
      OwnershipCommon
              
              Cooksmill
      NetSystems, Inc.
                (Note
      1)
                7
      Darren Place
                Guelph,
      Ontario Canada
              
              3,982,113
      shares (voting)  50.35%Common
              
              James
      Roszel
                7
      Darren Place
                Guelph,
      Ontario Canada
              
              92,348
      shares
(voting)      1.17%Common
              
              Paul
      Roszel
                (Note
      1)
                7
      Darren Place
                Guelph,
      Ontario Canada
              
              242,066
      shares (voting)     3.06%Common
              
              Terrence
      Millie
                D-801
                Sheng
      Xin Da Di
                Beijing,
      China
              
              158,678
      shares (voting)     2.01%Common
              
              Richard
      R. Ivanovick C.A.
                23
      Cottontail Place
                Cambridge,
      Ontario Canada
              
              410,563
      shares
  (voting)     5.19%
 
 Note (1)
Cooksmill NetSystems Inc. is a wholly-owned subsidiary of Inter-Continental
Recycling Inc. a company that is owned and beneficially held by Mr. Paul Roszel,
a director of the Company, and his immediate family.
 
 
 ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 The
Company has an agreement with Inter-Continental Recycling, Inc., an Ontario
Corporation with its head office address at 7 Darren Place, Guelph Ontario.
Inter-Continental Recycling, Inc. is controlled 100% by Mr. Paul Roszel and his
immediate family. Inter-Continental Recycling Inc. operates a pool of qualified
personnel, working on development projects, computer programming updates and
sales activities for various companies.  From this pool of personnel,
Inter-Continental assigns and provides employees to the Company as long as the
Company requires them and can pay the associated costs.
 
 Oldwebsites.com,
Inc. is billed $750 monthly for direct costs for web hosting fees and
utilization of bandwidth. It is also billed monthly for services supplied
directly for management and sales activities, which vary monthly based on the
activity level.
 
 Cooksmill
NetSystems, Inc. a wholly-owned subsidiary of Inter-Continental Recycling Inc. a
company that is owned and beneficially held by Mr. Paul Roszel, a director of
the Company, and his immediate family owns 3,982,113 common shares of
Oldwebsites.com, Inc.
 
  13
  Mr. Paul
Roszel, through his holdings, controls the majority of the shares in
Oldwebsites.com, Inc.
 
 Paul
Roszel is the CEO and founding director of RecycleNet Corporation, the former
parent Company of Oldwebsites.com, Inc.  James Roszel is the son of
Paul Roszel.
 
 There are
no other transactions during 2007, or proposed transactions, between the Company
and any director or officer or greater than 5% shareholder in which such persons
had or is to have a direct or indirect material interest. The Company has no
stock options, option plans or other incentive compensation plans at the present
time, although the Company anticipates that it may adopt incentive compensation
plans in the future. Further, the Company has no formal management or employment
agreements with any of its officers, directors or other employees.
 
 Officers,
directors and greater than 5% shareholders of the Company may have a direct or
indirect interest in future potential businesses or entities in the recycling
industry.
   PROMOTERS
OF THE COMPANY
 
 The
promoter of the Company is Mr. Paul Roszel. Mr. Roszel is the founding Director
and CEO of RecycleNet Corporation, the parent company of Oldwebsites.com,
Inc.
 
 
 DESCRIPTION
OF SECURITIES
 
 The
Company is authorized to issue 150,000,000 common shares with no par
value of which 7,909,345 common shares were issued and outstanding at
December 31, 2007.
 
 On June
6, 2007, RecycleNet Corporation, the former parent Company announced a pro-rata
spin-off of all shares of Oldwebsites.com, Inc. to its shareholders effective
September 7, 2007.
 
 The
common shareholders of RecycleNet received one share of Oldwebsites.com, Inc.
for every ten shares of RecycleNet common stock.  The Board of Directors of
RecycleNet decided to distribute the Oldwebsites.com, Inc. shares to the
RecycleNet shareholders to benefit its shareholders and to separate the
different lines of business.
 
 As of the
date of the spin-off, Oldwebsites.com, Inc. now functions as its own fully
reporting entity.
 
 There are
no provisions in the amended Articles of Incorporation of the Company that would
delay, defer, or prevent a change in control of the Company. The Company has no
debt securities issued and the Company does not contemplate issuing any in the
near future.
 
 
 ITEM
13. EXHIBITS
 
 a)
Exhibits.
 
 Exhibit
3.1 (a) – Articles of Incorporation - August 26, 1999*
 
 Exhibit
3.1 (b) – Articles of Incorporation - December 28, 2006*
 
  14
  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
 ________________
 *
Previously filed
 
 (b)
Reports on Form 8-K.
 
 Item
8.01. Other Events – Announcement of resolution for pro-rata spin off of
Oldwebsites.com, Inc.
 
 Exhibit
20 - Consent Resolution dated June 6, 2007
 
 
 ITEM
14. Principal Accountant Fees and Services
 
 Hansen,
Barnett & Maxwell P.C. served as the Company’s independent accountants for
the year ended December 31, 2007 and are expected to serve in that capacity for
the current year. Principal accounting fees for professional services rendered
for the Company by Hansen, Barnett & Maxwell P.C. for the year ended
December 31, 2007 are summarized as follows:
 
 2007Audit
              
              $
              12,500Audit
      related
              
              
              –Tax
              
              
              1,300All
      other
              
              
              –Total
              
              $
              14,300
 
 
 Audit
Fees.Audit fees were
for professional services rendered in connection with the Company’s annual
financial statement audits and quarterly reviews of financial statements and
review of and preparation of consents for registration statements for filing
with the Securities and Exchange Commission.
 
 Tax
Fees.  Tax fees related to services for tax compliance and
consulting.
 
 Audit Committee
Pre-Approval Policies and Procedures.  At its regularly
scheduled and special meetings, the Audit Committee of the Board of Directors,
which is comprised of independent directors knowledgeable of financial
reporting, considers and pre-approves any audit and non-audit services to be
performed by the Company’s independent accountants. The Audit Committee has the
authority to grant pre-approvals of non-audit services.
 
 
  15
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Oldwebsites.com,
Inc.
 
 March 31,
2008
 
 
 
 BY:/s/ James
Roszel
 James Roszel, President
 
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 March 31,
2008
 
 BY:/s/ James
Roszel
 James Roszel, President
 
 March 31,
2008
 
 BY:/s/ Richard R.
Ivanovick
 Richard R. Ivanovick, C.A., CFO
 
 
 
 
 
 
 
 
 
 
 
 16