Oldwebsites.com, Inc fka OLDW

[db7]

PRE 14A, "PROPOSAL NUMBER 3 – TO RATIFY THE CONSENT RESOLUTION OF THE BOARD OF DIRECTORS OF OLDWEBSITES.COM, INC. REGARDING DISSOLUTION, SUBJECT TO THE CONDITIONS SET FORTH BELOW


At a Board of Directors Meeting held on March 15, 2011, a discussion was held regarding the financial condition of the Company. As the Company no longer has any operations or revenues, it raised substantial doubt about the ability of the Company to continue as a going concern. At this meeting, as there have been no prospects for mergers, acquisitions or financings, the Board of Directors felt that they had exhausted all of its options and instructed Paul Roszel to explore the necessary obligations and requirements for an orderly dissolution or wind down of the Company, in the event that the Company was unable to continue as a going concern.


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On June 23, 2011, The Board of Directors held a meeting to further discuss the future of the Company. At this meeting the Board of Directors determined that the Company is no longer able to continue as a going concern.


The Board of Directors is requesting that the shareholders vote on the dissolution of the Company, reserving to the Board of Directors the right to forgo dissolution of the Company if a business opportunity deemed by the Board to be more favorable to the shareholders becomes available prior to dissolution. In addition, the Board retains the right, under Utah Code Sec. 16-10a-1404, to revoke the dissolution within 120 days after the effective date of the dissolution by resolution of the Board alone and with no further or other actions by the shareholders. At the present time there are no pending mergers, acquisitions or financing options, however, in the event that a business opportunity is received in advance of the Meeting of Shareholders and is deemed by the Board of Directors to be more favorable to the shareholders than the dissolution of the Company, the shareholders authorize the Board of Directors to accept such an offer on their behalf. If no acceptable business opportunity is received prior to the Meeting of Shareholders, the Directors of the Company, pending shareholder approval, will proceed with an orderly dissolution of the Company.
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