UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2008  [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ___ to ___  Commission file number: 000-31023  WorldNet, Inc. of Nevada (Exact name of registrant as specified in its charter)  Nevada
(State or other jurisdiction of incorporation or organization)88-0247824
(I.R.S. Employer  Identification No.)#281, 369 East 900 South, Salt Lake City, Utah
(Address of principal executive offices)84111
(Zip Code)  (801) 323-2395 (Registrants telephone number, including area code)  The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 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 number of shares outstanding of the registrants common stock as of July 31, 2008 was 18,500,000.   1    TABLE OF CONTENTS  PART I  FINANCIAL INFORMATION  Item 1.  Financial Statements 2 Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Notes to the Financial Statements 6 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3.  Quantitative and Qualitative Disclosures About Market Risk 8 Item 4.  Controls and Procedures 8  PART II  OTHER INFORMATION  Item 6.  Exhibits 8 Signatures 9    PART I  FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2008 and 2007 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the six month period ended June 30, 2008, are not necessarily indicative of results to be expected for any subsequent period.    WorldNet, Inc. of Nevada  (A Development Stage Company)  Financial Statements  June 30, 2008   2    Worldnet, Inc. of Nevada(A Development Stage Company)Balance SheetsASSETSJune 30December 3120082007(Unaudited)CURRENT ASSETSCash$358$2,502Total Current Assets3582,502TOTAL ASSETS$358$2,502LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts Payable - Related party$47,100$47,100Accounts Payable23,60022,600Total Current Liabilities70,70069,700Total Liabilities70,70069,700STOCKHOLDERS' DEFICITCommon Stock, $.001 par value; 25,000,000 sharesauthorized; 18,500,000 shares issued and outstanding18,50018,500Additional Paid-in Capital47,50047,500Deficit Accumulated During the Development Stage(136,342)(133,198)Total Stockholders' Deficit(70,342)(67,198)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$358$2,502     The accompanying notes are an integral part of these financial statements.     3    Worldnet, Inc. of Nevada.(A Development Stage Company)Statements of Operations(Unaudited)FromFor theFor theFor theFor theInception onthree monthsthree monthssix monthssix monthsMarch 12,endedendedendedended1986 toJune 30,June 30,June 30,June 30,June 30,20082007200820072008REVENUES$-$-$-$-$-EXPENSESGeneral & Administrative1,7452,8223,1442,835136,342TOTAL EXPENSES1,7452,8223,1442,835136,342Net Operating Loss(1,745)(2,822)(3,144)(2,835)(136,342)LOSS BEFORE INCOME TAXES(1,745)(2,822)(3,144)(2,835)(136,342)TAXES-----NET LOSS$(1,745)$(2,822)$(3,144)$(2,835)$(136,342)NET LOSS PER SHARE$-$-$-$-$WEIGHTED AVERAGE SHARESOUTSTANDING18,500,00018,500,00018,500,00018,500,000      The accompanying notes are an integral part of these financial statements   4    Worldnet, Inc. of Nevada(A Development Stage Company)Statements of Cash Flows(Unaudited)FromInception onMarch 12,1986For the six months endedThroughJune 30,June 30,200820072008Cash Flows from Operating ActivitiesNet Loss$(3,144)$(2,835)$(136,342)Adjustments to reconcile net (loss) to cash provided(used) by operating activities:Shares issued for services49,000Depreciation & Amortization--17,000Changes in assets and liabilities:Increase in Accounts Payable and Accrued Expenses1,00012,20070,700Net Cash Provided (Used) by Operating Activities(2,144)9,365358Cash Flows from Investing Activities---Net Cash Provided (Used) by Investing Activities---Cash Flows from Financing Activities---Net Cash Provided (Used) by Financing Activities---Increase (Decrease) in Cash(2,144)9,365358Cash and Cash Equivalents at Beginning of Period2,502287-Cash and Cash Equivalents at End of Period$358$9,652$358Supplemental Cash Flow Information:Stock issued for marketing rights$-$-$17,000Stock issued for services$-$-$49,000Cash Paid For:Interest$-$-$-Income Taxes$-$-$-      The accompanying notes are an integral part of these financial statements   5    WorldNet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements June 30, 2008   GENERAL  WorldNet, Inc. of Nevada (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2008 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-K for the twelve months ended December 31, 2007.  UNAUDITED INFORMATION  The information furnished herein was taken from the books and records of the Company without audit.  However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented.  The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.   6   In this report references to WorldNet, we, us, and our refer to WorldNet, Inc. of Nevada.  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, intend, 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.  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Executive Overview  We are a development stage company and have not recorded revenues from operations for the past two fiscal years.  During the next twelve months our management intends to actively seek an operating company to acquire or merge with which may provide operating revenue.  Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger with or acquisition of a viable private company.  The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the process of going public.  However, should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further merger/acquisition activities.  As of the date of this filing, we have not identified any assets or business opportunities for acquisition or merger.  Potential investors must recognize that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our management to complete acquisitions without submitting any proposal to the stockholders for their consideration.  In addition, because we have limited capital available for investigation of business opportunities and management has limited experience in business analysis, we may not discover or adequately evaluate adverse facts about any particular business opportunity.  All risks inherent in new and inexperienced enterprises are inherent in our plan.  Financial Condition  We have had recurring operating losses for the past two fiscal years.  At June 30, 2008 we had cash of $358 and total liabilities of $70,700.  We spend approximately $10,000 per year for our operations and the majority of our expenses are related to the preparation of our periodic reports under the Exchange Act.  These expenses include legal, accounting and professional services and costs required to prepare and file our reports with the SEC.  We are unable to pay cash for these services and we will need to raise additional funds during the next twelve months.  Historically we have relied on loans to meet our cash requirements.  In the short term, we intend to rely on equity or debt transactions with third parties and/or related parties to provide additional capital. We may repay this debt with cash, if available, or may convert the debt into common stock.  We also may issue common stock for services rendered to us.  If we obtain a business opportunity, then it may be necessary to raise additional capital through the sale of our common stock.  We anticipate that the common stock will be issued  pursuant to exemptions to registration 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 from the registration requirements.  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.   7   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not applicable.  ITEM 4T.  CONTROLS AND PROCEDURES  Disclosure Controls and Procedures  We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) 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, he concluded that our disclosure controls and procedures were effective.  Managements Report on Internal Control over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management determined that there were no changes made in our internal control over financial reporting during the second quarter of our 2008 fiscal year that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  PART II  OTHER INFORMATION  ITEM 6.  EXHIBITS  Part I Exhibits No. Description 31.1 Principal Executive Officer Certification 31.2 Principal Financial Officer Certification 32.1 Section 1350 Certification  Part II Exhibits No. Description 3(i) Articles of Incorporation, dated March 12, 1986 (incorporated by reference to exhibit 3.1 to Form 10-SB, filed July 14, 2000) 3(ii) Bylaws of WorldNet (incorporated by reference to exhibit 3.2 to Form 10-SB, filed July 14, 2000)    8   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  WORLDNET, INC. OF NEVADA



By: /s/ Donald R. Mayer
Donald R. Mayer
President and Director
Principal Financial OfficerDate: August 7, 2008   9