UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the
fiscal year ended December 31, 2008  [
 ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934  For
transition period ___ to ____  Commission file number: 000-30529  WINGS
& THINGS, INC. (Exact
name of registrant as specified in its charter) Nevada
(State
or other jurisdiction of incorporation or organization)
87-0464667
(I.R.S.
Employer Identification No.)#313,
455 East 400 South, Salt Lake City, Utah
(Address
of principal executive offices)
84111
(Zip
Code)  Registrants
telephone number, including area code:  (801) 323-2395  Securities registered
under Section 12(b) of the Exchange Act:  None  Securities registered
under Section 12(g) of the Exchange Act:  Common Stock  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
15(d) of the Exchange Act.         Yes [
  ]   No [X]  Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.            Yes [X]
  No [  ]  Indicate by check
mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
     [  ]  1    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 [  ]
Non-accelerated
filer   [  ]
Accelerated
filed [  ]
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 [
  ]  The registrant did
not have an active trading market for its common stock as of the end of its most
recently completed second fiscal quarter; therefore, an aggregate market value
of shares of voting and non-voting stock held by non-affiliates cannot be
determined.  The number of shares
outstanding of the registrants common stock as of March 2, 2009 was
18,000,000.  Documents
incorporated by reference:  None   TABLE
OF CONTENTS  PART
I Item
1.  Business 3 Item
2.  Properties 5 Item
3.  Legal Proceedings 5 Item
4.  Submission of Matters to a Vote of Security Holders 6  PART
II Item 5.  Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 6 Item
6.  Selected Financial Data 6 Item
7.  Managements Discussion and Analysis of Financial Condition and Results
of Operations 7 Item
8.  Financial Statements and Supplementary Data 8 Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 20 Item
9A(T).  Controls and Procedures 20 Item
9B.  Other Information 21  PART
III Item
10.  Directors, Executive Officers and Corporate Governance 21 Item
11.  Executive Compensation 22 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 22 Item
13.  Certain Relationships and Related Transactions, and Director
Independence 23 Item
14.  Principal Accounting Fees and Services 23  PART
IV Item
15.  Exhibits, Financial Statement Schedules 24 Signatures 25   2    In
this annual report references to Wings & Things, we, us, and our
refer to Wings & Things, Inc.  FORWARD LOOKING STATEMENTS  The Securities and
Exchange Commission (SEC) encourages companies to disclose forward-looking
information so that investors can better understand future prospects and make
informed investment decisions.  This report contains these types of
statements.  Words such as may, expect, believe, anticipate,
estimate, project, or continue or comparable terminology used in
connection with any discussion of future operating results or financial
performance identify forward-looking statements.  You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this report.  All forward-looking statements reflect our
present expectation of future events and are subject to a number of important
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements.  PART I  ITEM
1.  BUSINESS  Historical
Development  The corporation was
incorporated in the state of Utah on March 11, 1986 as WorldNet, Inc. of Utah
and was a wholly-owned subsidiary of Nautilus Entertainment, Inc., a Nevada
corporation.  WorldNet, Inc. of Utah changed its name to Yellow Pines
Corporation and then incorporated Wings and Things, Inc. in the state of Nevada
on December 9, 1997.  On March 10, 2000, Yellow Pines Corporation merged
with Wings & Things, Inc. for the sole purpose of changing Yellow Pines
domicile from Utah to Nevada.  Wings & Things, Inc. does not have
active business operations and remains a subsidiary of Nautilus Entertainment,
Inc., now called VIP WorldNet, Inc.  Our
Plan  Our business plan is
to seek, investigate, and, if warranted, acquire an interest in a business
opportunity.  Our acquisition of a business opportunity may be made by
merger, exchange of stock, or otherwise.  We have very limited sources of
capital, and we probably will only be able to take advantage of one business
opportunity.  As of the date of this filing we have not identified any
business opportunity that we plan to pursue, nor have we reached any preliminary
or definitive agreements or understandings with any person concerning an
acquisition or merger.  The current economy
creates more challenges for the success of our business plan.  With the
inconsistency of the stock market, the general lack of investor confidence and
the uncertainty related to the future global economy, management believes that
equity investments and transactions may be less attractive then they have been
in the past.  However, management believes that it is possible, if not
probable, for a company like ours, without many assets or liabilities, to
negotiate a merger or acquisition with a viable private company.  The
opportunity arises principally because of the expensive legal and accounting
fees and the length of time associated with the registration process of going
public.  But if the global economy continues to decline, then it is very
possible that there would be little or no economic value for another company to
enter into a transaction with Wings & Things.  Our search for a
business opportunity will not be limited to any particular geographical area or
industry and includes both U.S. and international companies.  Our
management has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such opportunities,  3    economic
conditions and other factors.  Our management believes that companies who
desire a public market to enhance liquidity for current stockholders, or plan to
acquire additional assets through issuance of securities rather than for cash,
will be potential merger or acquisition candidates.  The selection of a
business opportunity in which to participate is complex and extremely risky and
will be made by management in the exercise of their business judgment.  Our
activities are subject to several significant risks which arise primarily as a
result of the fact that we have no specific business plan and may acquire or
participate in a business opportunity based on the decision of management which
will, in all probability, act without consent, vote, or approval of our
stockholders.  We cannot assure you that we will be able to identify and
merge with or acquire any business opportunity which will ultimately prove to be
beneficial to us and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon our search and we may become
dormant or be dissolved.  It is possible that
the range of business opportunities that might be available for consideration by
us could be limited by the fact that our common stock is not listed for trading
on any market.  We cannot assure you that a market will develop or that a
stockholder will be able to liquidate his/her/its investments without
considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990.  The liquidity of penny stock is affected by specific disclosure
procedures required by that Act to be followed by all broker-dealers, including
but not limited to, determining the suitability of the stock for a particular
customer, and obtaining a written agreement from the customer to purchase the
stock.  This rule may affect the ability of broker-dealers to sell our
securities and may affect the ability of purchasers to sell our securities in
any market.  Investigation
and Selection of Business Opportunities  We anticipate that
business opportunities will come to our attention from various sources,
including our officers and directors, our stockholders, professional advisors,
such as attorneys and accountants, securities broker-dealers, investment banking
firms, venture capitalists, members of the financial community and others who
may present unsolicited proposals.  Management expects that prior personal
and business relationships may lead to contacts with these various sources.  Our management will
analyze the business opportunities; however, none of our management are
professional business analysts.  (See Part III, Item 10, below.)  Our
management has had limited experience with mergers and acquisitions of business
opportunities and has not been involved with an initial public offering.
 Due to managements limited experience with mergers and acquisitions, they
may rely on promoters or their affiliates, principal stockholders or associates
to assist in the investigation and selection of business opportunities.  Certain conflicts of
interest exist or may develop between us and our officers and directors.
 Our management has other business interests to which they currently devote
attention, which include their primary employment and Ms. Ball serves as
management of another development stage reporting company seeking business
opportunities.  (See Part III, Item 10, below.)  Our management may be
expected to continue to devote their attention to these other business interests
although management time should be devoted to our business.  As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is consistent with their fiduciary duties to us.  A decision to
participate in a specific business opportunity may be made upon our managements
analysis of: · the
quality of the business opportunitys management and personnel, · the
anticipated acceptability of its new products or marketing concept,  4    · the
merit of its technological changes, · the
perceived benefit that it will derive from becoming a publicly held entity, and · numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  No one factor
described above will be controlling in the selection of a business opportunity.
 Management will attempt to analyze all factors appropriate to each
opportunity and make a determination based upon reasonable investigative
measures and available data.  Potential business opportunities may occur in
many different industries and at various stages of development.  Thus, the
task of comparative investigation and analysis of such business opportunities
will be extremely difficult and complex.  Potential investors must
recognize that because of our limited capital available for investigation and
managements limited experience in business analysis, we may not discover or
adequately evaluate adverse facts about the business opportunity to be
acquired.  In many instances, we
anticipate that the historical operations of a specific business opportunity may
not necessarily be indicative of the potential for the future because of the
possible need to substantially shift marketing approaches, significantly expand
operations, change product emphasis, change or substantially augment management,
or make other changes.  We will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for, the implementation of required changes.  Form of
Acquisition  We cannot predict the
manner in which we may participate in a business opportunity.  Specific
business opportunities will be reviewed as well as our needs and desires and
those of the promoters of the opportunity.  The legal structure or method
deemed by management to be suitable will be selected based upon our review and
our relative negotiating strength.  Such methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint ventures and
other contractual arrangements.  We may act directly or indirectly through
an interest in a partnership, corporation or other forms of organization.
 We may be required to merge, consolidate or reorganize with other
corporations or forms of business organizations. In addition, our present
management and stockholders most likely will not have control of a majority of
our voting shares following a merger or reorganization transaction.  As
part of such a transaction, our existing directors may resign and new directors
may be appointed without any vote by our stockholders.  We likely will
acquire our participation in a business opportunity through the issuance of
common stock or other securities.  Although the terms of any such
transaction cannot be predicted, it should be noted that issuance of additional
shares also may be done simultaneously with a sale or transfer of shares
representing a controlling interest by current principal stockholders.  In the event we merge
or acquire a business opportunity, the successor company will be subject to our
reporting obligations.  This is commonly referred to as a back door
registration.  A back door registration occurs when a non-reporting
company becomes the successor of a reporting company by merger, consolidation,
exchange of securities, acquisition of assets or otherwise.  This type of
event requires the successor company to file a current report with the SEC which
provides the same kind of information about the company to be acquired that
would appear in a registration statement, including audited and pro forma
financial statements.  Accordingly, we may incur additional expense to
conduct due diligence and present the required information for the business
opportunity in any report.  Also, the SEC may elect to conduct a full
review of the successor company and may issue substantive comments on the
sufficiency of disclosure related to the company to be acquired, which will
likely result in additional expense for that company.  5     Competition  We expect to
encounter substantial competition in our effort to locate attractive business
opportunities.  Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have significantly
greater experience, resources and managerial capabilities than we do and will be
in a better position than we are to obtain access to attractive business
opportunities.  We also will experience competition from other reporting
development stage companies, many of which may have more funds available for
such transactions.  Employees  We currently have no
employees.  Our management expects to confer with consultants, attorneys
and accountants as necessary.  We do not anticipate a need to engage any
full-time employees so long as we are seeking and evaluating business
opportunities.  We will determine the need for employees based upon a
specific business opportunity, if any.   ITEM
2.  PROPERTIES  We do not currently
own or lease any property.  Until we pursue a viable business opportunity
and recognize income we will not seek office space.   ITEM
3.  LEGAL PROCEEDINGS  We are not a party to
any proceedings or threatened proceedings as of the date of this filing.   ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  We have not submitted
a matter to a vote of our shareholders during the fourth quarter of the 2008
fiscal year.   PART II  ITEM
5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES  Market
Information  Our common stock is
not listed to trade on any public trading market.  Holders and
Dividends  We had 78
stockholders of record as of March 2, 2009.  We have not declared dividends
on our common stock and do not anticipate paying dividends on our common stock
in the foreseeable future.    6    Recent
Sales of Unregistered Securities  None.  Issuer Purchase
of Securities  None.   ITEM
6.  SELECTED FINANCIAL DATA  Not applicable.   ITEM
7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  We are a development
stage company that has not recorded revenues for the past two fiscal years.
 At December 31, 2008, we had $648 in cash and we had total liabilities of
$80,500.  We will need to raise additional capital during the next twelve
months to fund our basic operations.  Management intends to rely upon loans
to meet our cash requirements, but we have not entered into written agreements
guaranteeing funds and, therefore, no one is obligated to provide funds to us in
the future.  We may also rely on the issuance of our common stock in lieu
of cash to convert debt or pay expenses.  Management
anticipates that the struggling global economy will restrict the number of
business opportunities available to us and will restrict the cash available for
such transactions.  There can be no assurance in the current economy that
we will be able to acquire an interest in an operating company.  If we obtain a
business opportunity, then it may be necessary to raise additional capital.
 We likely will sell our common stock to raise this additional capital.
 We anticipate that we will issue such stock pursuant to exemptions
provided by federal and state securities laws.  The purchasers and manner
of issuance will be determined according to our financial needs and the
available exemptions to the registration requirements of the Securities Act of
1933.  We do not currently intend to make a public offering of our stock.
 We also note that if we issue more shares of our common stock, then our
shareholders may experience dilution in the value per share of their common
stock.  Off-Balance
Sheet Arrangements  None.     7    ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA    WINGS
& THINGS, INC.  (A
Development Stage Company)  Consolidated Financial Statements  December
31, 2008 and 2007    CONTENTS   Report
of Independent Registered Public Accounting Firm 9  Balance
Sheets 10  Statements
of Operations 11  Statements
of Stockholders Deficit 12  Statements
of Cash Flows 13  Notes
to the Financial Statements 14   8


[Logo]
CHISHOLM,
BIERWOLF, NILSON & MORRILL, LLC
Certified
Public Accountants
Phone
(801) 292-8756   Fax (801) 292-8809   www.cbnmcpa.com
Todd D.
Chisholm
Nephi J. Bierwolf
Troy F. Nilson
Douglas W.
Morrill  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
the Board of Directors and Stockholders Wings
& Things, Inc. (A Development Stage Company) Salt
Lake City, Utah  We have audited the accompanying balance sheets of Wings &
Things, Inc. (a development stage company) as of December 31, 2008 and 2007 and
the related statements of operations, stockholders deficit and cash flows for
the years then ended and from inception on March 11, 1986 through December 31,
2008. 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 audits 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 Wings & Things,
Inc. (a development stage company) as of December 31, 2008 and 2007 and the
results of its operations and cash flows for the years ended December 31, 2008
and 2007 and from inception on March 11, 1986 through December 31, 2008 in
conformity with generally accepted accounting principles 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 has
suffered recurring losses and has no operations which raise substantial doubt
about its ability to continue as a going concern.  Managements plans in
regard to these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.  /s/
Chisholm, Bierwolf, Nilson & Morrill Chisholm,
Bierwolf, Nilson & Morrill Bountiful,
Utah 84010 March
24, 2009  PCAOB
Registered, Members of AICPA, CPCAF and UACPA533 West 2600 South, Suite
25   Bountiful, Utah 84010
12
South Main, Suite 208, Layton, Utah 84041


9     Wings &
Things, Inc.(A Development
Stage Company)Consolidated
Balance SheetsDecember
31ASSETS





2008

2007CURRENT ASSETSCash




$
648
$
2,688Total Current
Assets



648

2,688TOTAL ASSETS



$
648
$
2,688LIABILITIES
AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts Payable - Related
Party

$
-
$
54,900Accounts Payable




80,500

22,600Total Current
Liabilities



80,500

77,500Total
Liabilities




80,500

77,500STOCKHOLDERS' DEFICITCommon Stock, $.001 par value;
20,000,000 sharesauthorized;
18,000,000 shares issued and outstanding

18,000

18,000Additional Paid-in
Capital



9,000

9,000Deficit Accumulated During the
Development Stage

(106,852)

(101,812)Total Stockholders'
Deficit



(79,852)

(74,812)TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT
$
648
$
2,688The accompanying
notes are an integral part of these financial
statements.    10     Wings &
Things, Inc.(A Development
Stage Company)Consolidated
Statements of OperationsFromInception
onFor the Years
Ended

March 11,
1986December 31,
2008

to Dec.
31,2008

2007

2008REVENUES




$
-
$
-
$
-EXPENSESGeneral &
Administrative




5,040

10,262

106,852TOTAL
EXPENSES




5,040

10,262

106,852Net
Operating Loss




(5,040)

(10,262)

(106,852)LOSS BEFORE TAXES




(5,040)

(10,262)

(106,852)TAXES






-

-

-NET LOSS




$
(5,040)
$
(10,262)
$
(106,852)NET LOSS PER SHARE



$
(0.00)
$
(0.00)WEIGHTED AVERAGE SHARESOUTSTANDING





18,000,000

18,000,000The accompanying
notes are an integral part of these financial
statements     11     Wings & Things, Inc.(A Development Stage Company)Consolidated Statements of Stockholders' DeficitFrom Inception on March 11, 1986 through December 31,
2008DeficitAccumulatedAdditional

During theCommon Stock

Paid-in

DevelopmentShares

Amount

Capital

StageIssuance
of shares for marketing rights

17,000,000
$
17,000
$
-
$
-Net
(loss) for the year ended December 31, 1986
-

-

-

(17,000)Net
(loss) for the year ended December 31, 1987
-

-

-

-Net
(loss) for the year ended December 31, 1988
-

-

-

-Net
(loss) for the year ended December 31, 1989
-

-

-

-Net
(loss) for the year ended December 31, 1990
-

-

-

-Net
(loss) for the year ended December 31, 1991
-

-

-

-Net
(loss) for the year ended December 31, 1992
-

-

-

-Net
(loss) for the year ended December 31, 1993
-

-

-

-Balance
- December 31, 1993


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1994
-

-

-

-Balance
- December 31, 1994


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1995
-

-

-

-Balance
- December 31, 1995


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1996
-

-

-

-Balance
- December 31, 1996


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1997
-

-

-

-Balance
- December 31, 1997


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1998
-

-

-

-Balance
- December 31, 1998


17,000,000

17,000

-

(17,000)Net
(loss) for the year ended December 31, 1999
-

-

-

(40,000)Balance
- December 31, 1999


17,000,000

17,000

-

(57,000)Net
(loss) for the year ended December 31, 2000
-

-

-

-Balance
- December 31, 2000


17,000,000

17,000

-

(57,000)Net
(loss) for the year ended December 31, 2001
-

-

-

-Balance
- December 31, 2001


1,700,000

17,000



(57,000)Net
(loss) for the year ended December 31, 2002
-

-

-

(5,000)Balance
- December 31, 2002


17,000,000

17000

-

(62,000)Common
stock issued for services

1,000,000

1,000

9,000

-Net
(loss) for the year ended December 31, 2003
-

-

-

(10,000)Balance
- December 31, 2003


18,000,000

18,000

9,000

(72,000)Net
(loss) for the year ended December 31, 2004
-

-

-

(5,000)Balance
- December 31, 2004


18,000,000

18,000

9,000

(77,000)Net
(loss) for the year ended December 31, 2005
-

-

-

(4,900)Balance
- December 31, 2005


18,000,000

18,000

9,000

(81,900)Net
(loss) for the year ended December 31, 2006
-

-

-

(9,650)Balance
- December 31, 2006


18,000,000

18,000

9,000

(91,550)Net
(loss) for the year ended December 31, 2007
-

-

-

(10,262)Balance
- December 31, 2007


18,000,000

18,000

9,000

(101,812)Net
(loss) for the year ended December 31, 2008
-

-

-

(5,040)Balance
- December 31, 2008


18,000,000
$
18,000
$
9,000
$
(106,852)The accompanying notes are an integral part of these
financial statements   12     Wings &
Things, Inc.(A Development
Stage Company)Consolidated
Statements of Cash FlowsFromInception
onMarch 11,
1986For the years
ended

ThroughDecember
31,

December
31,2008

2007

2008Cash Flows from Operating
ActivitiesNet Loss



$
(5,040)
$
(10,262)
$
(106,852)Adjustments to reconcile net
(loss) to cash provided(used) by operating
activities:Depreciation
& Amortization



-

-

17,000Stock
issued for services



-

-

10,000Changes in assets and
liabilities:Increase in
Accounts Payable and Accrued Liabilities

3,000

12,500

80,500Net Cash Provided
(Used) by Operating Activities

(2,040)

2,238

648Cash Flows from Investing
Activities


-

-

-Cash Flows from Financing
Activities


-

-

-Increase (Decrease) in
Cash



(2,040)

2,238

648Cash and Cash Equivalents at
Beginning of Period

2,688

450

-Cash and Cash Equivalents at
End of Period

$
648
$
2,688
$
648Supplemental Cash Flow
Information:Stock issued for
marketing rights

$
-
$
-
$
17,000Stock issued for
services


$
-
$
-
$
10,000Cash Paid
For:Interest




$
-
$
-
$
-Income
Taxes



$
-
$
-
$
-The accompanying
notes are an integral part of these financial
statements   13    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE 1 - Summary of Significant Accounting Policies  a. Organization
& Consolidation Policy  Wings
& Things, Inc. (the Company), a Nevada corporation, was incorporated
December 9, 1997.  On March 10, 2000 the Company merged with Yellow Pines
Corporation, a Utah corporation.  Yellow
Pines, formerly known as WorldNet, Inc. was incorporated March 11, 1986 to
lease, sell, and market airships, which rights were acquired from VIP Worldnet,
Inc. initially the only shareholder.  The technology to further develop the
airship by the parent company proved to be prohibitive, and shortly after the
acquisition of the marketing rights further activity ceased.  Yellow Pines
has been searching for a new business opportunity since that time.  The
merger was recorded under the pooling of interest method of accounting.
 Each share of the Company remained outstanding as one fully paid and
non-assessable share of capital stock of the surviving corporation, and each
share of Yellow Pines was converted into one fully paid and non-assessable share
of capital stock of the surviving corporation.  The
Company incurred no revenue, expenses and had neither assets nor liabilities on
its balance sheet from the date of its inception to the date of the merger.
 Therefore, the accompanying financial statements present the financial
condition and results of operations of Yellow Pines from its inception through
the merger date and of the surviving entity, the Company, as of the merger
date.  b. Recognition
of Revenue  The
Company has adopted the provisions of SEC Staff Accounting Bulletin No. 104,
Revenue Recognition In Financial Statements (AB 104), which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC.  SAB 104 outlines the basic
criteria that must be met to recognize revenue and provides guidance for
disclosure related to revenue recognition policies.  In general, the
Company recognizes revenue related to monthly services provided when (i)
persuasive evidence of an arrangement exists, (ii) delivery has occurred or
services have been rendered, (iii) the fee is fixed or determinable and (iv)
collectability is reasonably assured.  c. Loss
Per Share  The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.  14    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE 1 - Summary of Significant Accounting Policies
(continued)   c.         Loss per share
(continued)  Loss
Numerator
Shares
Denominator
Per Share
AmountFor the year ended December 31, 2008:Basic
EPS
Loss
to common stockholders
$  (5,040)
18,000,000
$  (0.00)For the year ended December 31, 2007:Basic
EPS
Loss
to common stockholders
$  (10,262)
18,000,000
$  (0.00)
  d. Cash
and Cash Equivalents  The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.  e.         Provision for Income
Taxes    No
provision for income taxes have been recorded due to net operating loss
carryforwards totaling $106,852 that will be offset against future taxable
income.  These NOL carryforwards began to expire in the year 2001.  No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire
unused.  Deferred
tax asset and the valuation account is as follows at December 31, 2008 and 2007: December 31,2008

2007Deferred tax asset:NOL
carryforward
$
36,330
$
34,616Valuation
allowance

(36,330)

(34,616)$
--
$
--
  The
Company utilized the liability method of accounting for income taxes.
 Under the liability method, deferred income tax assets and liabilities are
provided based on the difference between the financial statements and tax basis
of assets and liabilities measured by the currently enacted tax rates in effect
for the years in which these differences are expected to reverse.  Deferred
tax expense or benefit is the result of changes in deferred tax assets and
liabilities.  15    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE 1 - Summary of Significant Accounting Policies
(continued)  e.         Provision for
Income Taxes (continued)  Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards, for Federal income tax reporting purposes are subject to annual
limitations.  Should a change in ownership occur, net operating loss carryforwards
may be limited as to their future use by the Company.  f.        
 Use of estimates    The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.  g. Fair Value of Financial Instruments  Unless otherwise indicated, the fair values of all reported
assets and liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such amounts.  NOTE
2 - Going Concern  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has no assets and has had
recurring operating losses for the past several years and is dependent upon
financing to continue operations.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.  It
is managements plan to find an operating company to merge with, thus creating
necessary operating revenue.  NOTE
3 -   Capitalization  In
1986, the Company issued 17,000,000 shares of common stock for the marketing
rights to an airship.  The value of this issuance was $17,000.  During
1997, the Company issued 100 shares of stock in the formation of Wings &
Things, Inc., and subsequently canceled these shares.  During
2003, the Company issued 1,000,000 of its common stock for services valued at
$10,000 (or $.01 per share)   16    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE
4 - Related Party Transactions  Through
the years ended December 31, 2002, the Company incurred $45,000 of professional
fees payable to First Equity Holdings Corp.  During
the years ended December 31, 2004 and 2005 the Company incurred $5,000 and
$4,900 each year respectively of professional fees payable to First Equity
Holdings Corp.  Through
March 20, 2008, an officer of the Company was affiliated with First Equity
Holdings Corp.  The relationship with First Equity Holdings Corp. ceased on
that date.  NOTE
5 - Development Stage Company  The
Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7.  It is concentrating substantially all of
its efforts in raising capital and searching for a business operation with which
to merge, or assets to acquire, in order to generate significant operations.  NOTE
6 - Recent Pronouncements  In
February 2007, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement No. 115, Accounting for
Certain Investments in Debt and Equity Securities (SFAS 159). SFAS 159
permits an entity to choose to measure many financial instruments and certain
items at fair value. The objective of this standard is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reporting earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions. SFAS
159 permits all entities to choose to measure eligible items at fair value at
specified election dates. Entities will report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. The fair value option: (a) may be applied instrument
by instrument, with a few exceptions, such as investments accounted for by the
equity method; (b) is irrevocable (unless a new election date occurs); and (c)
is applied only to entire instruments and not to portions of instruments. SFAS
159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Early adoption is permitted. The adoption of
SFAS 159 is not expected to have a material impact on our financial position,
results of operations or cash flows.  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations
(SFAS 141(R)). SFAS 141(R) replaces SFAS No. 141, Business
Combinations, but retains the requirement that the purchase method of
accounting for acquisitions be used for all business combinations. SFAS 141(R)
expands on the disclosures previously required by SFAS 141, better defines the
acquirer and the acquisition date in a business  17    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE
6 - Recent Pronouncements (continued)  combination,
and establishes principles for recognizing and measuring the assets acquired
(including goodwill), the liabilities assumed and any non-controlling interests
in the acquired business. SFAS 141(R) also requires an acquirer to record an
adjustment to income tax expense for changes in valuation allowances or
uncertain tax positions related to acquired businesses. SFAS 141(R) is effective
for all business combinations with an acquisition date in the first annual
period following December 15, 2008; early adoption is not permitted. The impact
of SFAS 141(R) will have on our consolidated financial statements will depend on
the nature and size of acquisitions we complete after its adoption.  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51 (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the companys balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and equity. SFAS
160 also changes the manner in which the net income of the subsidiary is
reported and disclosed in the controlling companys income statement. SFAS 160
also establishes guidelines for accounting for changes in ownership percentages
and for deconsolidation. SFAS 160 is effective for financial statements for
fiscal years beginning on or after December 1, 2008 and interim periods within
those years; early adoption is not permitted. The adoption of SFAS 160 is not
expected to have a material impact on our financial position, results of
operations or cash flows.  In
March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No. 133
(SFAS 161), which amends and expands the disclosure requirements of SFAS 133 to
provide an enhanced understanding of an entitys use of derivative instruments,
how they are accounted for under SFAS 133 and their effect on the entitys
financial position, financial performance and cash flows. The provisions of SFAS
161 are effective for the period beginning after November 15, 2008. The adoption
of SFAS 161 is not expected to have a material impact on our financial position,
results of operations or cash flows.  In
April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination
of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the
factors an entity should consider in developing renewal or extension assumptions
used in determining the useful life of recognized intangible assets under FASB
Statement No. 142, Goodwill and Other Intangible Assets. This new
guidance applies prospectively to intangible assets that are acquired
individually or with a group of other assets in business combinations and asset
acquisitions. FSP 142-3 is effective for financial statements issued for fiscal
years and interim periods beginning after December 15, 2008. Early adoption is
prohibited. The adoption of FSP 142-3 is not expected to have a material impact
on our financial position, results of operations or cash flows.   18    Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2008 and 2007  NOTE
6 - Recent Pronouncements (continued)  In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162), which will provide framework for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. With the issuance of SFAS 162,
the GAAP hierarchy for nongovernmental entities will move from auditing
literature to accounting literature. The adoption of SFAS 162 is not expected to
have a material impact on our financial position, results of operations or cash
flows.  In
May 2008, the FASB issued FSP APB No. 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) (FSP APB 14-1). FSP APB 14-1 clarifies that convertible debt
instruments that may be settled in cash upon either mandatory or optional
conversion (including partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with
Stock Purchase Warrants.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FSP APB 14-1 is not
expected to have a material impact on our financial position, results of
operations or cash flows.  In
May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts (SFAS 163). SFAS 163 clarifies how SFAS No. 60,
Accounting and Reporting by Insurance Enterprises, applies to financial
guarantee insurance contracts issued by insurance enterprises, and addresses the
recognition and measurement of premium revenue and claim liabilities. It
requires expanded disclosures about contracts, and recognition of claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also requires
disclosure about (a) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations, and (b) the insurance enterprise's surveillance or watch list. The
adoption of SFAS 163 is not expected to have a material impact on our financial
position, results of operations or cash flows.  19    ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL DISCLOSURE  During the two most
recent fiscal years we have not had a change in, or disagreement with, our
independent registered public accounting firm.   ITEM
9A(T).  CONTROLS AND PROCEDURES  Disclosure
Controls and Procedures  We maintain
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our filings under the Exchange Act is recorded,
processed, summarized and reported within the periods specified in the rules and
forms of the SEC.  This information is accumulated to allow timely
decisions regarding required disclosure.  Our President, who serves as our
principal executive officer and principal financial officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, she concluded
that our disclosure controls and procedures were effective.  Managements
Annual Report on Internal Control over Financial Reporting  Our management is
responsible to establish and maintain adequate internal control over financial
reporting.  Our principal executive officer is responsible to design
or supervise a process to be effected by our board of directors that provides
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.  The policies and procedures
include:  maintenance
of records in reasonable detail to accurately and fairly reflect the
transactions and dispositions of assets
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only
in accordance with authorizations of management and directors, and
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of assets that could have a material effect on
our financial statements. For the year ended
December 31, 2008, management has relied on the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), Internal Control - Integrated
Framework, issued in 1992, to evaluate the effectiveness of our internal
control over financial reporting.  Based upon that framework, management
has determined that our internal control over financial reporting is
effective.  Our management
determined that there were no changes made in our internal controls over
financial reporting during the fourth quarter of 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.  This annual report
does not include an attestation report of our registered public accounting firm
regarding managements report on internal control over financial reporting.
 The managements report was not subject to attestation by the our
registered public accounting firm pursuant to temporary rules of the SEC that
permit the company to provide only the managements report in this annual
report.  20    ITEM 9B.  OTHER INFORMATION  None.    PART III  ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors and
Executive Officers  Our directors and
executive officers and their respective ages, positions and biographical
information are presented below.  Our bylaws require at least one director
and our directors serve for the term of one year or until replaced by a
qualified director.  Our executive officers are chosen by our board of
directors and serve at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.  Name
Age
Position
Held
Director
TermGregg
L. Popp
39
Director,
President
March
2008 until our next annual meeting.M.
Jeanne Ball
51
Director,
Secretary/Treasurer
February1998
until our next annual meeting.
  Gregg L. PoppMr. Popp is the President of Investrio, Inc. and also served as
its CFO from October 2002 to January 2003.  He graduated from the
University of Utah, located in Salt Lake City, Utah with a Bachelors of Science
degree and in 2000 he obtained an MBA from the University of Utah.  M. Jeanne Ball-  Ms. Ball was appointed a director and officer shortly after our
incorporation.  Ms. Ball, has worked as an independent contractor
performing duties of a legal secretary for an attorney.  She is a Director
of Skinovation Pharmaceutical Incorporated, a development stage reporting
company.  Compliance with
Section 16(a) of the Exchange Act  Section 16(a) of the
Securities Exchange Act of 1934 requires our directors, executive officers and
persons who own more than ten percent of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and our other equity securities.
 Officers, directors and greater than ten-percent beneficial owners are
required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file.  Based upon our review of those reports, we believe Mr.
Popp did not file a Form 3 for the year ended December 31, 2008.  Code of
Ethics  Since we have only
two persons serving as directors and executive officers and because we have
minimal operations, we have not adopted a code of ethics for our principal
executive and financial officers.  Our board of directors will revisit this
issue in the future to determine if adoption of a code of ethics is appropriate.
 In the meantime, our management intends to promote honest and ethical
conduct, full and fair disclosure in our reports to the SEC, and comply with
applicable governmental laws and regulations.   21    Committees  We are a smaller
reporting company with minimal operations and only two directors and officers.
 As a result, we do not have a standing nominating committee for directors,
nor do we have an audit committee with an audit committee financial expert
serving on that committee.  Our entire board of directors acts as our
nominating and audit committee.   ITEM
11.  EXECUTIVE COMPENSATION  Executive
Officer Compensation  Our principal
executive officer, Mr. Popp, did not receive compensation during the year ended
December 31, 2008.  None of our named executive officers received any cash
or non-cash compensation during the past three fiscal years and none had
outstanding equity awards at year end.  We have not entered into employment
contracts with our executive officers and their compensation, if any, will be
determined at the discretion of our board of directors.  We do not offer
retirement benefit plans to our executive officers, nor have we entered into any
contract, agreement, plan or arrangement, whether written or unwritten, that
provides for payments to a named executive officer at, or in connection with,
the resignation, retirement or other termination of a named executive officer,
or a change in control of the company or a change in the named executive
officers responsibilities following a change in control.  Compensation of
Directors  We do not have any
standard arrangement for compensation of our directors for any services provided
as director, including services for committee participation or for special
assignments.   ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  Securities
Under Equity Compensation Plans  None.  Beneficial
Ownership  The following tables
set forth the beneficial ownership of our outstanding common stock by our
management and by each person or group known by us to own beneficially more than
5% of our outstanding common stock.  Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities.  Except as indicated by footnote, the
persons named in the table below have sole voting power and investment power
with respect to all shares of common stock shown as beneficially owned by them.
 The percentage of beneficial ownership is based on 18,000,000 shares of
common stock outstanding as of March 2, 2009.       22     CERTAIN BENEFICIAL OWNERSName
and address
of
beneficial owner
Amount and nature
of beneficial ownership
Percent
of classVIP
WorldNet, Inc.
726 S. Casino
Center Blvd. #207
Las
Vegas, NV 89101
15,009,450 (1)
83.4First
Equity Holdings Corp.
2157 S. Lincoln
Street
Salt
Lake City, UT 84106
1,000,000
5.6 (1) VIP
Worldnet, Inc. holds 15,000,000 shares and its affiliates beneficially own
9,450 shares.  MANAGEMENTName
of beneficial owner
Amount and nature
of beneficial ownership
Percent
of classM.
Jeanne Ball
200
Less than 1%Gregg
L. Popp
257,000
1.4Directors
and officers as a group
257,200
1.4   ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE  Transactions
with Related Parties  During the past two
fiscal years we have not engaged in, or propose to engage in, any transactions
involving our executive officers, directors, 5% or more stockholders or
immediate family members of such persons.  Parent
Company  VIP Worldnet, Inc. is
our parent company and beneficially owns 15,009,450 shares of our common stock.
 Such shares represent 83.4% of our issued and outstanding shares.  Director
Independence  None of our directors
are independent directors as defined by Nasdaq Stock Market Rule
4200(a)(15).   ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES Auditor
Fees  The following table
presents the aggregate fees billed for each of the last two fiscal years by our
independent registered public accounting firm, Chisholm, Bierwolf, Nilson &
Morrill, LLC, Certified  23    Public
Accountants, in connection with the audit of our financial statements and other
professional services rendered by that accounting firm.  2007
2008Audit
fees
$   2,065
$  2,200Audit-related
fees
0
0Tax
fees
0
0All
other fees
$         0
$
      0  Audit fees represent
the professional services rendered for the audit of our annual financial
statements and the accounting firm review of our financial statements included
in quarterly reports, along with services normally provided by the firm in
connection with statutory and regulatory filings or engagements.
 Audit-related fees represent professional services rendered for assurance
and related services by the accounting firm that are reasonably related to the
performance of the audit or review of our financial statements that are not
reported under audit fees.  Tax fees represent
professional services rendered by the accounting firm for tax compliance, tax
advice, and tax planning.  All other fees represent fees billed for
products and services provided by the accounting firm, other than the services
reported for the other categories.  Pre-approval
Policies  We do not have an
audit committee currently serving and as a result our board of directors
performs the duties of an audit committee.  Our board of directors will
evaluate and approve in advance the scope and cost of the engagement of an
auditor.  We do not rely on pre-approval policies and procedures.   PART IV  ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES  Exhibits No. Description 3.1 Articles
of Incorporation, dated March 11, 1986 (Incorporated by reference to exhibit 2.1
of the Form 10-SB, File No. 000-30529, filed November 1, 2000) 3.2 Bylaws
of Wings & Things, Inc. (Incorporated by reference to exhibit 2.3 of the
Form 10-SB, File No. 000-30529, filed November 1, 2000) 31.1 Principal
Executive Officer Certification 31.2 Principal
Financial Officer Certification 32.1 Section
1350 Certification    24    SIGNATURES  Pursuant to the
requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized  WINGS & THINGS,
INC.    By: /s/
Gregg L. Popp Gregg
L. Popp, President  Date: March 27,
2009  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.   /s/ Gregg L.
Popp Gregg L. Popp Principal Executive
Officer Principal Financial
and Accounting Officer Director and
President  Date:  March 27,
2009   /s/ M. Jeanne
Ball M. Jeanne Ball Director and
Secretary/Treasurer  Date:  March 27,
2009  25