ITEM 1. BUSINESS
Introduction
Oldwebsites.com, Inc. ("the Company") is a Utah corporation originally incorporated on August 26, 1999 as Fiberglass.com, Inc.
Maydao Corporation (formerly known as RecycleNet Corporation) acquired the Company as a wholly owned subsidiary on January 2, 2001.
Maydao Corporation operated a buy/sell/trade exchange for anything that is scrap or used. Fiberglass.com, Inc. had traditionally been focused on the composite materials industry with its Business-to-Business online portal. Management identified that a category of used items that was a growing commodity that could be bought or sold was old websites and domain names. On July 8, 2003, Fiberglass.com, Inc. created, within its portal business, a custom exchange to buy and sell old websites, www.oldwebsites.com
On February 16, 2007, the name of the Company was changed from Fiberglass.com, Inc. to Oldwebsites.com, Inc.
Subsequently, on June 6, 2007, Maydao 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. functioned as its own fully reporting entity.
At the Annual Meeting of Shareholders held on November 25, 2009, the shareholders unanimously approved the sale of the intangible assets of the Company to Cooksmill NetSystems Inc. These intangible assets, which were comprised of twenty-four websites with a zero basis, were sold in exchange for the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash payment. As the operations of the Company consisted solely of these intangible assets the divestiture of the intangible assets of the Company discontinued all of the operations within Oldwebsites.com. As Cooksmill NetSystems, Inc. is a related party; the gain on sale/forgiveness of debt was recorded as additional paid-in capital as a shareholder contribution.
Company History
Revenues in Oldwebsites.com, Inc. had been from the Business-to-Business online portal, which was focused on the composite materials industry. The Company charged a monthly fee for services that were 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.
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, a related party through common ownership. Through this affiliate marketing agreement, Cooksmill NetSystems, Inc. paid 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. owned and/or managed intangible assets in the form of websites and domain names.
The Company anticipated capturing revenue by charging a percentage of the value of the web sites or domain names sold in the exchange. No websites have been sold through the exchange.
At a board meeting held on September 24, 2009, the Board of Directors decided that due to the economic downturn, that the Company could no longer sustain the business plan of the development of websites with a 3 to 5 year time sales horizon. As the Company had accumulated deficits, negative cash flows from operations, and losses since inception, the Company could no longer sustain these operations as a going concern.
The Company recommended that Cooksmill NetSystems, Inc, acquire all of the intangible assets of the Company, which were comprised of twenty-four websites for the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash payment. The Company did not have any cash in order to pay this debt and did not anticipate having the cash in the future to retire this debt.
As the intangible assets of the Company had nominal value, the sale price and form of consideration was determined by the recommendation of the Board of Directors in order to dispose of the intangible assets of the Company, to discontinue the ongoing losses occurring, and to eliminate the debt owed by the Company.
Mr. James Roszel and Mr. Paul Roszel are both principals of Cooksmill NetSystems Inc. and members of the Board of Directors of the Company. Due to this potential conflict of interest, the Board of Directors did not engage in any negotiations and referred this proposal directly to the shareholders for approval. Cooksmill NetSystems, Inc, Paul Roszel and his immediate family including James Roszel, as the related parties in this transaction withheld their votes from this proposal, thus allowing the minority shareholders to vote on this matter.
At the Annual Meeting of Shareholders held on November 25, 2009 the shareholders unanimously approved that Cooksmill NetSystems Inc acquire all of the intangible assets of the Company, which were comprised of twenty-four websites for the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash payment. As the operations of the Company consisted solely of the intangible assets comprised of the twenty-four websites, the divestiture of the intangible assets of the Company discontinued all of the operations within Oldwebsites.com. As Cooksmill NetSystems, Inc. is a related party; the gain on sale/forgiveness of debt was recorded as additional paid-in capital as a shareholder contribution.
The completion date of this transaction was at the end of business on November 30, 2009. As of November 30, 2009, upon divestiture of the intangible assets of the Company, all of the operations within Oldwebsites.com were discontinued.
Discontinuing the operations within the Company did not affect its classification as a shell company. The stock of the Company continues to have a market and to be publicly traded on the Over The Counter Bulletin Board (OTCBB).
Additional information about this transaction can be viewed in the Definitive Proxy Statement, as previously filed on November 10, 2009.
Mission
The Company no longer has any operations or revenues and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition.
Bankruptcy, receivership or similar proceeding
None
Employees
The Company has no employees.
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.
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.
ITEM 1A.
ITEM 1A. RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. PROPERTIES
Facilities
The Company does not currently own any operating facilities. The Company’s corporate offices are located at 4804 Skycrest Park Cove, 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.
ITEM 3.
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 5.
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.
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 for the years ended December 31, 2010 and 2009. 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.
As of December 31, 2010, the number of shareholders of record of the Company’s common shares was 699. 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 of unregistered securities during the year ended December 31, 2010 and none are intended at the present time.
ITEM 6.
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.
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
Prior to November 30, 2009 and the sale of the assets of the Company, Oldwebsites.com, Inc., operated an online exchange for buying and selling old web sites and domain names. This was through the custom development of websites with a 3 to 5 year time sale horizon. The Company anticipated capturing revenue by charging a percentage of the value of the web sites or domain names sold in the exchange. No websites have been sold through the exchange.
At a board meeting held on September 24, 2009, the Board of Directors decided that due to the economic downturn, that the Company could no longer sustain the business plan of the development of websites with a 3 to 5 year time sale horizon. As the Company has accumulated deficits, negative cash flows from operations, and losses since inception the Company could no longer sustain these operations as a going concern.
The only revenue being recorded by the Company was from an affiliate marketing agreement with Cooksmill NetSystems, Inc. Cooksmill NetSystems, Inc. paid the Company (the “Affiliate”) a commission on net pay-per-lead sales generated by customers referred by the Company’s web sites.
Since May 2008, the Company has received accumulative working capital loan proceeds of $74,300 from Cooksmill NetSystems, Inc., the major shareholder of the Company, of which $28,300 is unpaid as of December 31, 2010. Cooksmill NetSystems Inc. is an entity controlled by Mr. Paul Roszel, a Director of the Company and his immediate family, including James Roszel, the President, Chief Executive Officer and a Director of the Company. This loan was to allow the Company to pay for expenses. This loan is due on demand and bears no interest. At this time, the Company had no other external debt.
As the Company could no longer be sustained as a going concern, the Board of Directors recommended discontinuing the operations within Oldwebsites.com, Inc.
The Company recommended that Cooksmill NetSystems, Inc, acquire all of the intangible assets of the Company, which were comprised of twenty-four websites for the debt owed to Cooksmill NetSystems Inc. as of November 30, 2009 of $46,000 in lieu of cash payment. The Company did not have any cash in order to pay this debt and did not anticipate having the cash in the future to retire this debt. As Cooksmill NetSystems, Inc. is a related party; the gain on sale/forgiveness of debt was recorded as additional paid-in capital as a shareholder contribution.
As the intangible assets of the Company had nominal value the sale price and form of consideration was determined by the recommendation of the Board of Directors in order to dispose of the intangible assets of the Company, discontinue the ongoing losses occurring, and eliminate the debt owed by the Company. No negotiations of this proposed divestiture were engaged in by the Board of Directors due to a conflict of interest.
The recommendation for Cooksmill NetSystems, Inc. to acquire the intangible assets of the Company in lieu of payment of the debt owed to Cooksmill NetSystems Inc. was directly referred to the shareholders for vote. Cooksmill NetSystems, Inc, Paul Roszel and his immediate family including James Roszel, as the related parties, withheld their votes from this proposal, allowing the minority shareholders to vote on this matter.
Mr. James Roszel and Mr. Paul Roszel, are both principals of Cooksmill NetSystems Inc. and members of the Board of Directors of the Company. Due to this potential conflict of interest the Board of Directors did not engage in any negotiations and referred this proposal directly to the shareholders for approval. The acquisition of all of the intangible assets of Oldwebsites.com, Inc. by Cooksmill NetSystems Inc. would benefit the shareholders of the Company in that this would retire the debt owed to Cooksmill NetSystems Inc., as of November 30, 2009, it would discontinue the continuing losses of the Company, and would position the Company to be more attractive for potential transactions including, but not limited to, corporate merger or acquisition. At this time the Company has not entered into any potential transactions related to corporate merger or acquisition.
At the Annual Meeting of Shareholders held on November 25, 2009 the shareholders unanimously approved Cooksmill NetSystems Inc to acquire all of the intangible assets of the Company, which were comprised of twenty-four websites for the debt owed to Cooksmill NetSystems Inc. of $46,000 in lieu of cash payment. As the operations of the Company consisted solely of the intangible assets comprised of the twenty-four websites, the divestiture of the intangible assets of the Company discontinued all of the operations within Oldwebsites.com.
The completion date of this transaction was at the end of the business day on November 30, 2009.
The shareholders of the Company did not receive any consideration as a result of the sale. There was no impact from the sale of the intangible assets on the ownership of the Company. In our view this will not have any federal income tax consequences to the shareholders.
Discontinuing the operations within the Company did not affect its classification as a shell company. The stock of the Company continues to be publicly traded. The stock of the Company will continue to have a market and be traded on the Over The Counter Bulletin Board (OTCBB).
With the sale of the intangible assets, the Company no longer has any operations or future revenues, and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition.
Results of Operations
Business Condition - The Company has accumulated deficits, negative cash flows from operations and losses since inception. This situation raised substantial doubt about its ability to continue as a going concern. The Company believed that the shift in the focus of the operations would be sufficient to fund its ongoing operations, but that was not realized. The Company was unsuccessful in these efforts and discontinued its operations with the sale of its intangible assets on November 30, 2009.
Prior to November 30, 2009 and the sale of the assets of the Company, Oldwebsites.com, Inc., operated an online exchange for buying and selling old web sites and domain names. This was through the custom development of websites with a 3 to 5 year time sale horizon. The Company anticipated capturing revenue by charging a percentage of the value of the web sites or domain names sold in the exchange. No websites were sold through the exchange.
The only sales revenue being recorded by the Company was from an affiliate marketing agreement with Cooksmill NetSystems, Inc. Cooksmill NetSystems, Inc. paid the Company (the “Affiliate”) a commission on net pay-per-lead sales generated by customers referred by the Company’s web sites.
With the sale of the intangible assets, on November 30, 2009, the Company no longer has any operations or revenues.
With the sale of the intangible assets, the Company no longer has any operations. As such, the expenses now being incurred by the Company are the costs associated with maintaining its position as a reporting company with the United States Securities and Exchange Commission.
As the Company no longer has any revenues in order to generate cash flow, the Company has received advances of $28,300 from Cooksmill NetSystems Inc. to pay for expenses. Expenses incurred during the year ended December 31, 2010 were: Office and Administrative Charges of $2,960, Postage of $800, Legal and Accounting of $17,200, Travel Expense of $936, and Bank Charges of $226. These funds were advanced so that the Company could pay for these expenses incurred. 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.
As discussed above, with the sale of the intangible assets, the Company no longer has any operations to offset the expense of maintaining its position as a reporting company. Therefore, these costs incur a direct loss in the Company while it actively pursues potential transactions including, but not limited to, financings, corporate merger or acquisition.
Cash Position
The Company’s cash position recorded at December 31, 2010 of $371 has decreased from the December 31, 2009 cash position of $1,536.
This reduction in cash is the direct result of the Company having no operations while incurring the expenses mentioned above.
Advances from Related Party
As of December 31, 2010 and 2009, the Company has a working capital loan of $28,300 and $8,000 payable to Cooksmill NetSystems Inc. to enable the Company to pay for its 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.
Future Plans for Expansion
With the sale of the intangible assets the Company no longer has any operations or revenues and is actively pursuing potential transactions including, but not limited to, financings, corporate merger or acquisition.
Off Balance Sheet Arrangements
None
ITEM 7A.
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).
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
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, 2010 and 2009 and the related statements of operations, stockholders' deficit 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, 2010 and 2009 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 sale of operations, 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 23, 2011
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
OLDWEBSITES.COM, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010
The accompanying notes are an integral part of these financial statements.
OLDWEBSITES.COM, INC.
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements.
OLDWEBSITES.COM, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
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 - These financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2010, the Company has accumulated deficits of $218,113 and has experienced 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 believed that the reduction in operating expenses would be sufficient to fund its ongoing operations, but this was not realized. The Company was unsuccessful in these efforts and discontinued its operations with the sale of its intangible assets on November 30, 2009, as further described in Note 2. The Company is currently seeking opportunities for a corporate merger or acquisition transaction. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Operations - All of the intangible assets of the Company, with a zero book value, were sold on November 30, 2009 resulting in the discontinuing of all operations of the Company. See discussion in Note 2.
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 - Through November 30, 2009, the Company had an affiliate marketing agreement with Cooksmill NetSystems, Inc. Through this affiliate marketing agreement, Cooksmill NetSystems, Inc. paid the Company (the “Affiliate”) a commission on net Pay-Per-Lead service sales generated by customers referred by the Company’s web sites.
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. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of selling, general and administrative expense.
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, 2010 and 2009, the Company had no common stock equivalents outstanding.
Subsequent Events - Subsequent events have been evaluated through March 23, 2011, the date that these financial statements were issued.
NOTE 2-RELATED PARTY TRANSACTIONS
As of November 30, 2009, the Company had received loans of $46,000 from Cooksmill NetSystems, Inc. This loan was eliminated on November 30, 2009 in exchange for the intangible assets of the Company through a shareholder contribution to additional paid-in capital. As of December 31, 2010, additional working capital loans of $28,300 have been received. These loans enable the Company to pay expenses such as legal and accounting fees. This note payable is due on demand and bears no interest.
Cooksmill NetSystems Inc. provided Rhodium Webweaver Services to the Company for website management and e-commerce software (ISP) and the fees for this service were billed to the Company on a monthly basis. The Rhodium Webweaver Services (ISP) charges for each of the years ended December 31, 2010 and 2009 were $0 and $8,250, respectively.
The Company engaged in an affiliate marketing agreement with Cooksmill NetSystems, Inc. on January 1, 2008. Through this affiliate marketing agreement, Cooksmill NetSystems, Inc. paid 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 shared 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, Maydao 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 Maydao Corporation common shareholders. On September 7, 2007, the common shareholders of record of Maydao Corporation received one share of Oldwebsites.com, Inc. for every ten shares of Maydao 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, 2010 is 7,909,345.
NOTE 4-INCOME TAXES
The Company files tax returns in the U.S. Federal jurisdiction and, in the state of Utah. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2007. During the years ended December 31, 2010 and 2009, the Company did not incur or recognize interest and penalties.
Deferred tax assets are comprised of the following at December 31, 2010 and 2009:
The Company had no income tax expense for the years ended December 31, 2010 and 2009 due to the net losses realized.
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:
The Company has U.S. federal operating loss carry forwards of $183,474 that expire from 2020 through 2030. The uses of U.S. operating loss carry forwards are limited and may not be available to offset future income.
ITEM 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.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures: We evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. This evaluation (the “disclosure controls evaluation”) was done under the supervision and with the participation of management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”). Rules adopted by the SEC require that in this section of our Annual Report on Form 10-K we present the conclusions of the CEO and the CFO about the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report based on the disclosure controls evaluation.
Objective of Controls: Our disclosure controls and procedures are designed so that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, and the Board of Directors as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
Management’s Report on Disclosure Controls and Procedures: Based upon the disclosure controls and procedures evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report; our disclosure controls and procedures were effective.
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. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree of compliance.
At December 31, 2010, management assessed the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010 and provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
This annual report on internal control over financial reporting (“Annual Report”) does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
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.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The directors and officers of the Company are as follows:
(Note 1) James Roszel is the son of Paul Roszel
For the past nine years James Roszel has been responsible for the ongoing marketing, and participated in business development, of Maydao Corporation. James Roszel is a Director of Maydao Corporation and Scrap China Corporation, a former wholly owned subsidiary of Maydao 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 Maydao Corporation. Mr. Roszel is the founding director, Chairman of the Board and President, of Maydao Corporation. Paul Roszel is the Chief Executive Officer and President of Scrap China Corporation, a former wholly owned subsidiary of Maydao 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 Maydao Corporation and of Scrap China Corporation, a former wholly owned subsidiary of Maydao 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. Richard R. Ivanovick is the Chief Financial Officer and Director of Maydao Corporation and Scrap China Corporation, a former wholly owned subsidiary of Maydao Corporation.
Involvement in Certain Legal Proceedings
To the knowledge of the Company there are no pending or threatened litigation or proceedings against the Company.
Promoters of the Company
The promoter of the Company is Mr. Paul Roszel. Mr. Roszel is the founding Director and CEO of Maydao Corporation, the former parent company of Oldwebsites.com, Inc.
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 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows compensation earned during the fiscal years 2010 and 2009 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
ITEM 12.
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.
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.
Note (2) James Roszel is the son of Paul Roszel
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The Company had 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 assigned and provided employees to the Company as long as the Company required them and could pay the associated costs.
Through November 2009, Oldwebsites.com, Inc. was billed $750 monthly for direct costs for web hosting fees and utilization of bandwidth. The Company was also billed monthly for services supplied directly for management and sales activities, which varied monthly based on the activity level.
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. Mr. Roszel and his immediate family own 4,316,527 common shares of Oldwebsites.com, Inc. which includes 92,348 common shares owned by James Roszel, the President of the Company and the son of Paul Roszel.
As of November 30, 2009, the Company had received working capital loans of $46,000, from Cooksmill NetSystems, Inc. to allow the Company to pay for expenses. This loan was eliminated in exchange for the intangible assets of the Company on November 30, 2009. Additional working capital loans of $28,300 have been received as of December 31, 2010 from Cooksmill NetSystems Inc. 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 Chief Executive Officer and founding director of Maydao Corporation, the former parent Company of Oldwebsites.com, Inc. James Roszel is the son of Paul Roszel.
There are no other transactions during 2010, 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.
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, 2010.
On June 6, 2007, Maydao 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 Maydao received one share of Oldwebsites.com, Inc. for every ten shares of Maydao common stock. The Board of Directors of Maydao decided to distribute the Oldwebsites.com, Inc. shares to the Maydao shareholders to benefit its shareholders and to separate the different lines of business.
As of the date of the spin-off, Oldwebsites.com, Inc. functioned 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.
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, 2010 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 years ended December 31, 2010 and 2009 are summarized as follows:
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 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 Board of Directors has the authority to grant pre-approvals of non-audit services.
PART IV
ITEM 15.
ITEM 15. 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
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.
BY: /s/ James Roszel
James Roszel, President
March 23, 2011
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.
BY: /s/ James Roszel
James Roszel, President
March 23, 2011
BY: /s/ Richard R. Ivanovick
Richard R. Ivanovick, C.A., CFO
March 23, 2011