UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K








ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2008








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





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





Securities
to be registered under Section 12(g) of the Act:  Common Shares No Par
Value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes
(  )    No ( x )





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act    Yes
(  )    No (x )





Indicate by check mark 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  [  ]





Indicate
by check markif disclosure of
delinquent filers pursuant to Item 405 of RegulationS-K is not containedherein, andwill not be contained, to the best of
registrant's knowledge, in definitive proxy orinformation statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    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-Acclerated
      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 [ ]





As at
June 30, 2008, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based on the average bid and ask prices of
$0.18 and $0.18 respectively, namely $0.18 x 4,885,767 common shares outstanding
was $879,438.





As of
March 31, 2009, there were 7,909,345 shares of $0.00 par value common stock
outstanding.











Oldwebsites.com,
Inc.


INDEX





Table of
Contents





Part
      IItem
      1.
                                  Business
                                  3Item
      1A.
                                  Risk
      Factors
                                  5Item
      1B.
                                  Unresolved
      Staff Comments
                                  6Item
      2.
                                  Properties
                                  6Item
      3.
                                  Legal
      Proceedings
                                  6Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders
                                  6Part
      IIItem
      5.
                                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                  6Item
      6.
                                  Selected
      Financial Data
                                  7Item
      7.
                                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                  7Item
      7A.
                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                  10Item
      8.
                                  Financial
      Statements and Supplemental Data
                                  11Item
      9.
                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures
                                  12Item
      9A(T)
                                  Controls
      and Procedures
                                  12Part
      IIIItem
      10.
                                  Directors,
      Executive Officers, and Corporate Governance
                                  12Item
      11.
                                  Executive
      Compensation
                                  14Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholders Matters
                                  14Item
      13.
                                  Certain
      Relationships and Related Transactions and Director
      Independence
                                  15Item
      14.
                                  Principal
      Accountant Fees and Services
                                  16Part
      IVItem
      15.
                                  Exhibits,
      Financial Statement Schedules
                                  17

















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-K or that are otherwise made by or on behalf of us. For this purpose,
any statements contained in the Form 10-K 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.  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.





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.





3





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.





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





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.cgi in the domain name
exchange.





Mission





Oldwebsites.com,
Inc. now focuses 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.





An
example of a Company in a similar line of business is NameMedia, Inc., which
operates www.afternic.com and www.BuyDomains.com, selling domain
names.





4




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-K, 10-Q, 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. 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 twelve months ended December 31, 2008 and 2007
were $19,319 and $26,675, respectively.





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. Also,
Inter-Continental is responsible for acquiring and maintaining appropriate
insurance covering liabilities, including employee conduct.





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.





5





ITEM
1B.  UNRESOLVED STAFF COMMENTS





None




ITEM
2.  PROPERTIES





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 A VOTE OF SECURITY HOLDERS





The
annual meeting for the year ended December 31, 2007 for Oldwebsites.com, Inc.
was held on December 12, 2008.  The following matters were submitted
to a vote of the Company's security holders and all items were
passed:





Item
A:  Election of Directors




The three
persons elected as directors of the Company are as follows:


Election
      of Directors
                  For
                  Against
                  WithheldJames
      Roszel
                  6,368,981
                  134Paul
      Roszel
                  6,368,981
                  134Terrence
      Millie
                  6,368,981
                  134





Item
B: Appointment of Independent Public Accountants





The Board
of Directors has appointed HANSEN, BARNETT & MAXWELL,
P.C.   certified public accountants, Salt Lake City, Utah, to be
the independent public accountants for the Company during the coming year and
until the next annual shareholders meeting of the Company.  Hansen,
Barnett & Maxwell, P.C. has served as the Company’s public accountants since
inception and the Board is requesting that the shareholders ratify that
appointment.





The
number of common shares voted was; for 6,369,115, against 0, withheld
0.





ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





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.





6





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”.  The Company's shares are traded on the over-the-counter
bulletin board securities market. The following table gives the range of high
and low bid information for the Company's common shares for each quarter since
the inception of trading on April 15, 2008. Because the Company's shares are
traded in the over-the-counter market, the quotations shown below reflect
inter-dealer prices without retail mark up, markdown or commission and they may
not represent actual transactions.





Fiscal
      Quarter
                  
                  High
      Bid
                  
                  
                  Low
      Bid1st
      Quarter, 2008
                  
                  $
                  ----
                  
                  
                  $
                  ----2nd
      Quarter, 2008
                  
                  $
                  0.750
                  
                  
                  $
                  0.1003rd
      Quarter, 2008
                  
                  $
                  0.400
                  
                  
                  $
                  0.0504th
      quarter, 2008
                  
                  $
                  0.100
                  
                  
                  $
                  0.050





As of
December 31, 2008, the number of shareholders of record of the Company’s common
shares was 707.  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





The
Company has made no offers or sales during the year ended December 31, 2008 and
none are intended at the present time.





ITEM
6.  SELECTED FINANCIAL DATA





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





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.





7





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


2008
                    
                    
                    2007Sales
      Revenues
                    
                    $
                    7,600
                    
                    
                    $
                    4,400





The sales
revenue for the year ended December 31, 2008 of $7,600 reflected a $3,200
increase over the same period of 2007, a 73% increase. The Company engaged in an
affiliate marketing agreement with Cooksmill NetSystems, Inc. at the beginning
of the first quarter of 2008.  Due to the income generated by this
affiliate agreement, sales increased in 2008 in comparison to the sales recorded
from portal sales only in 2007.





Operating
Expenses


2008
                    
                    
                    2007Operating
      Expenses
                    
                    $
                    65,100
                    
                    
                    $
                    68,000





Operating
Expenses decreased in 2008 over 2007 by $2,900. During 2008, the Company
incurred slight decreases in expenses such legal and accounting fees of $3,400,
advertising and promotion of $4,000, and salaries of $7,300.  This was
counter-balanced by increases in office and administrative charges of $4,700,
Domain purchases of $200, and travel of $6,900.





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.





8





Net
Loss


2008
                
                
                2007Net
      Loss
                
                $
                (57,500
                )
                
                $
                (63,600
                )





The net
annual loss of $57,500 in 2008 is directly attributed to minimal sales activity
while incurring expenses as mentioned above. For the year ended December 31,
2008, a $57,500 operating loss was recorded in comparison to the $63,600 loss of
2007, a decreased loss of $6,100. As discussed above, year to date sales have
increased slightly by $3,200 and expenses for the same period have decreased by
$2,900, both contributing to this year to date result.  Management is
monitoring expenses closely to re-establish its level of expenditure or "right
sizing" its expenses to revenues.





Cash
Position





The
Company’s cash position recorded at December 31, 2008 of $1,800 has decreased
from the December 31, 2007 cash position of $25,000.





This
reduction in cash is the direct result of the Company having minimal sales
activity while incurring the expenses mentioned above.





During
the year ended December 31, 2008, the Company received a working capital loan of
$30,000, from Cooksmill NetSystems Inc. to allow the Company to pay for
expenses.  The Company anticipates that Cooksmill NetSystems Inc., if
required, will provide additional funds, however, there is no assurance that
future funds will be loaned.  This loan is due on demand and bears no
interest.





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 have 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





Off
Balance Sheet Arrangements





None





ITEM
7A.  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).













10





ITEM
7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA








OLDWEBSITES.COM,
INC.


INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
                  F-1Balance
      Sheets
                  F-2Statements
      of Operations
                  F-3Statement
      of Stockholders' Equity
                  F-4Statements
      of Cash Flows
                  F-5Notes
      to Financial Statements
                  F-6











11





HANSEN, BARNETT& MAXWELL,
      P.C.A
      Professional Corporation
            
            Registered
      with the Public CompanyCERTIFIED
      PUBLIC ACCOUNTANTS
            
            Accounting
      Oversight Board5
      Triad Center, Suite 750Salt
      Lake City, UT 84180-1128Phone:
      (801) 532-2200
              Fax:
      (801) 532-7944www.hbmcpas.com
            
            A
      Member of the Forum of Firms





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, 2008 and
2007 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, 2008 and 2007 and the results of its operations and 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 and accumulated deficit 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.











/s/
      HANSEN, BARNETT & MAXWELL,
P.C.





Salt Lake
City, Utah


March
28,
2009







F-1





OLDWEBSITES.COM,
INC


BALANCE
SHEETS


December
      31,
                                                                            
                                                                            2008
                                                                            
                                                                            
                                                                            2007ASSETSCurrent
      AssetsCash
                                                                            
                                                                            $
                                                                            1,758
                                                                            
                                                                            
                                                                            $
                                                                            25,026Total
      Assets
                                                                            
                                                                            
                                                                            1,758
                                                                            
                                                                            
                                                                            
                                                                            25,026LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccrued
      expenses
                                                                            
                                                                            
                                                                            11,550
                                                                            
                                                                            
                                                                            
                                                                            7,300Loan
      payable to related party
                                                                            
                                                                            
                                                                            30,000
                                                                            
                                                                            
                                                                            
                                                                            -Total
      Current Liabilities
                                                                            
                                                                            
                                                                            41,550
                                                                            
                                                                            
                                                                            
                                                                            7,300Stockholders'
      Equity (Deficit)Common
      shares - $0.00 par value; 150,000,000 sharesauthorized;
      7,909,345 shares issued and outstanding
                                                                            
                                                                            
                                                                            131,927
                                                                            
                                                                            
                                                                            
                                                                            131,927Accumulated
      deficit
                                                                            
                                                                            
                                                                            (171,719
                                                                            )
                                                                            
                                                                            
                                                                            (114,201
                                                                            )Total
      Stockholders' Equity (Deficit)
                                                                            
                                                                            
                                                                            (39,792
                                                                            )
                                                                            
                                                                            
                                                                            17,726Total
      Liabilities and Stockholders' Equity (Deficit)
                                                                            
                                                                            $
                                                                            1,758
                                                                            
                                                                            
                                                                            $
                                                                            25,026


The
accompanying notes are an integral part of these financial
statements





F-2





OLDWEBSITES.COM,
INC.


STATEMENTS
OF OPERATIONS


For
      The Years Ended December 31,
                        
                        2008
                        
                        
                        2007Sales
                        
                        $
                        7,627
                        
                        
                        $
                        4,389Selling,
      general and administrative expenses
                        
                        
                        65,145
                        
                        
                        
                        68,007Net
      Loss
                        
                        $
                        (57,518
                        )
                        
                        $
                        (63,618
                        )Basic
      and Diluted Loss Per Common Share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted-Average
      Common Shares Outstanding
                        
                        
                        7,909,345
                        
                        
                        
                        8,724,862





The
accompanying notes are an integral part of these financial
statements





F-3





OLDWEBSITES.COM,
INC.


STATEMENT
OF STOCKHOLDERS’ EQUITY


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007


TotalCommon
      Shares
                                  
                                  
                                  Accumulated
                                  
                                  
                                  Stockholders'Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Deficit
                                  
                                  
                                  Equity
      (Deficit)Balance
      - December 31, 2006
                                  
                                  
                                  9,100,000
                                  
                                  
                                  $
                                  131,927
                                  
                                  
                                  $
                                  (50,583
                                  )
                                  
                                  $
                                  81,344Return
      of shares from spin-off of CorporationSeptember
      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
                                  )
                                  
                                  
                                  17,726Net
      loss for the year ended December 31, 2008
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (57,518
                                  )
                                  
                                  
                                  (57,518
                                  )Balance
      - December 31, 2008
                                  
                                  
                                  7,909,345
                                  
                                  
                                  $
                                  131,927
                                  
                                  
                                  $
                                  (171,719
                                  )
                                  
                                  $
                                  (39,792
                                  )





The
accompanying notes are an integral part of these financial
statements





F-4





OLDWEBSITES.COM,
INC.


STATEMENTS
OF CASH FLOWS


For
      The Years Ended December 31,
                                    
                                    2008
                                    
                                    
                                    2007Cash
      Flows From Operating Activities:Net
      loss
                                    
                                    $
                                    (57,518
                                    )
                                    
                                    $
                                    (63,618
                                    )Changes
      in assets and liabilities:Accrued
      expenses
                                    
                                    
                                    4,250
                                    
                                    
                                    
                                    7,300Deferred
      revenue
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,345
                                    )Net
      Cash Used in Operating Activities
                                    
                                    
                                    (53,268
                                    )
                                    
                                    
                                    (58,663
                                    )Cash
      Flows From Investing Activities:Collection
      of related party receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    75,000Net
      Cash Provided by Investing Activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    75,000Cash
      Flows From Financing Activities:Proceeds
      from loan payable to related party
                                    
                                    
                                    30,000
                                    
                                    
                                    
                                    -Net
      Cash Provided by Financing Activities
                                    
                                    
                                    30,000
                                    
                                    
                                    
                                    -Net
      Change in Cash
                                    
                                    
                                    (23,268
                                    )
                                    
                                    
                                    16,337Cash
      at Beginning of Period
                                    
                                    
                                    25,026
                                    
                                    
                                    
                                    8,689Cash
      at End of Period
                                    
                                    $
                                    1,758
                                    
                                    
                                    $
                                    25,026


The
accompanying notes are an integral part of these financial
statements





F-5





OLDWEBSITES.COM,
INC.


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
31, 2008 AND 2007





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.





Operations-Oldwebsites.com, Inc.
operates a Business-to-Business online portal, focusing on the composite
materials industry.  Until 2003, the Company charged a monthly fee for
services that were provided to customers which included Internet advertising and
Internet trading of composite goods.  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.





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, accrued expenses and loan payable to related party are
considered to be reasonable approximations of their fair values.





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





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




Recent Accounting
Pronouncements – In September 2006, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting
Standard Number 157, Fair Value Measurements,
(SFAS 157) which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. The provisions of SFAS No. 157 related to
financial assets and financial liabilities were effective during
2008.  With respect to certain nonfinancial assets and nonfinancial
liabilities, SFAS No. 157 is effective for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal
years.  The Company does not expect that the adoption of SFAS
No. 157 with respect to nonfinancial assets and nonfinancial liabilities
will have a material impact on its consolidated financial
statements.





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





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





In May
2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting
Principles.  SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP.  The current GAAP hierarchy has been criticized because it
is directed to the auditor rather than the entity, it is complex, and it ranks
FASB Statements of Financial Accounting Concepts, which are subject to the same
level of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process.  The Board believes the GAAP hierarchy
should be directed to entities because it is the entity (not its auditors) that
is responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.  The adoption of FASB 162 is
not expected to have a material impact on the Company’s financial
statements.





F-7




Advertising
Costs - Advertising costs are charged to expense in the period incurred.
Advertising expense for the years ended December 31, 2008 and 2007 was $0 and
$3,990 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
Income (Loss) per Common Share - Basic income (loss) per common share is
calculated by dividing net income (loss) by the weighted-average number of
common shares outstanding. Diluted income per common share is calculated by
dividing net income by the weighted-average number of common shares outstanding
to give effect to potentially issuable common shares, except during loss periods
when those potentially issuable shares are anti-dilutive. As of December 31,
2008 and 2007, the Company had no common stock equivalents
outstanding.





NOTE
2-RELATED PARTY TRANSACTIONS





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





The
Company has an agreement with Inter-Continental Recycling, Inc. and its 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
December 31, 2008, the Company has received a loan of $30,000 from Cooksmill
NetSystems, Inc. This note payable is due on demand and bears no
interest.





Cooksmill
NetSystems Inc. provides Rhodium Webweaver Services to the Company for website
management and e-commerce software (ISP) and the fees for this service are
billed to the Company on a monthly basis. The Rhodium Webweaver Services (ISP)
charges for each of the years ended December 31, 2008 and 2007 were $9,000 and
$9,000, 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 years ended December 31, 2008 and 2007 were
$19,319 and $26,675, respectively.





F-8




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





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, 2008 is 7,909,345.





NOTE
4-INCOME TAXES





Deferred
tax assets are comprised of the following at December 31, 2008 and
2007:




For
      the Years Ended December 31,
                                  
                                  2008
                                  
                                  
                                  2007Operating
      loss carry forwards
                                  
                                  $
                                  62,140
                                  
                                  
                                  $
                                  40,686Less:  Valuation
      allowances
                                  
                                  
                                  (62,140
                                  )
                                  
                                  
                                  (40,686
                                  )Net
      Deferred Tax Asset
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -


The
Company had no income tax expense for the years ended December 31, 2008 and
2007.


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,
                            
                            2008
                            
                            
                            2007Tax
      benefit at statutory rate (34%)
                            
                            $
                            (19,556
                            )
                            
                            $
                            (21,630
                            )Change
      in deferred tax asset valuation allowance
                            
                            
                            21,454
                            
                            
                            
                            23,729Other
                            
                            
                            (1,898
                            )
                            
                            
                            (2,099
                            )Net
      Income Tax Expense
                            
                            $
                            -
                            
                            
                            $
                            -





The
Company has U.S. federal operating loss carry forwards of $166,596 that expire
from 2019 through 2028. The uses of U.S. operating loss carry forwards are
limited and may not be available to offset future income.




F-9





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES





There are
currently no disagreements or changes pending with the Company’s
accountants.





ITEM
9A(T). 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.


The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). The Company’s management assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2008. In
making this assessment, the Company’s management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework. The Company’s management has concluded that, as of
December 31, 2008, the Company’s 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.





Part
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





The
directors and officers of the Company are as follows:








Name
                      
                      Age
                      
                      Position
                      
                      Term
      of OfficeJames
      Roszel
                      
                      27
                      
                      Chairman
      of the Board, President
                      
                      08/99
      to Present(Note
      1)Paul
      Roszel
                      
                      51
                      
                      Director
                      
                      08/99
      to Present(Note
      1)Terrence
      Millie
                      
                      31
                      
                      Director
                      
                      08/99
      to PresentRichard
      Ivanovick, C.A
                      
                      68
                      
                      Chief
      Financial Officer
                      
                      08/99
      to
Present





(Note
1)  James Roszel is the son of Paul Roszel






12




For the
past nine 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 thirteen 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 nine 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.





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.





13




Involvement
in Certain Legal Proceedings





None





Promotors
of the Company





The
promoter of the Company is Mr. Paul Roszel. Prior to the incorporation of
RecycleNet Corporation (Ontario), Paul Roszel developed the concept of the
electronic dissemination of the information described above. In so doing, Mr.
Roszel acquired the domain name, the web sites and the web pages described
herein. Upon the incorporation of RecycleNet Corporation (Ontario), in
consideration for his services and expertise in developing the web sites and
pages, Mr. Roszel transferred ownership of these items to the corporation for
shares. As of November 1999, after the March 19, 1999 merger reorganization, the
number of Class N Shares issued by the corporation to Mr. Roszel and his related
corporation, for the above services and expertise, totaled 61,559,581.





ITEM
11. EXECUTIVE COMPENSATION





The
following table shows compensation earned during the fiscal years 2008 and 2007
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
                      
                      2008
                      
                      $19,3192007
                      
                      $26,675Paul
      Roszel, Director
                      
                      2008
                      
                      $NIL2007
                      
                      $NILTerrence
      Millie, Director
                      
                      2008
                      
                      $NIL2007
                      
                      $NILRichard
      R. Ivanovick, CFO
                      
                      2008
                      
                      $NIL2007
                      
                      $NIL





ITEM
12. 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
                                                  
                                                  Name
      & Address
                                                  
                                                  Amount,
      Nature & Percentageof
      Class
                                                  
                                                  of
      Beneficial Owner
                                                  
                                                  of
      Beneficial OwnershipCommon
                                                  
                                                  Cooksmill
      NetSystems, Inc.
                                                  
                                                  3,982,113
      shares (voting)
                                                  50.35%(Note
      1)7
      Darren PlaceGuelph,
      Ontario CanadaCommon
                                                  
                                                  James
      Roszel
                                                  
                                                  92,348
      shares (voting)
                                                  1.17%7
      Darren PlaceGuelph,
      Ontario CanadaCommon
                                                  
                                                  Paul
      Roszel
                                                  
                                                  242,066
      shares (voting)
                                                  3.06%(Note
      1)7
      Darren PlaceGuelph,
      Ontario CanadaCommon
                                                  
                                                  Terrence
      Millie
                                                  
                                                  158,678
      shares (voting)
                                                  2.01%7
      Sereney St, Box 129Braeside,
      Ontario CanadaCommon
                                                  
                                                  Richard
      R. Ivanovick C.A.
                                                  
                                                  410,563
      shares (voting)
                                                  5.19%23
      Cottontail PlaceCambridge,
      Ontario Canada





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.





14




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





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.  Mr. Roszel and his immediate family own 3,982,113 common
shares of Oldwebsites.com, Inc.





During
the year ended December 31, 2008, the Company received a working capital loan of
$30,000, from Cooksmill NetSystems, Inc. to allow the Company to pay for
expenses.  The Company anticipates that Cooksmill NetSystems, Inc., if
required, will provide additional funds, however, there is no assurance that
future funds will be loaned.  This loan is due on demand and bears no
interest.





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 2008, 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.





15




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, 2008.


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
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Hansen,
Barnett & Maxwell P.C. served as the Company’s Independent Registered Public
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, 2008 are summarized as follows:





2008Audit
      Fees
                                          
                                          $
                                          14,250Audit
      related
                                          
                                          
                                          –Tax
                                          
                                          
                                          1,400All
      other
                                          
                                          
                                          –Total
                                          
                                          $
                                          15,650








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.





16




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.





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*





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





17





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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,
Inc.





March 31,
2009











BY:
/s/ James Roszel


James
Roszel, President








Pursuant
to the requirements of the Securities Exchange Act of 1934, 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,
2009





BY: /s/
James Roszel


James
Roszel, President








March 31,
2009





BY: /s/
Richard R. Ivanovick


Richard
R. Ivanovick, C.A., CFO









18