UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2006  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934   Commission file number: 000-31023  WorldNet, Inc. of Nevada (Exact name of registrant as specified in its charter)  Nevada
(State of incorporation)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)  Issuer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  Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [   ]  Check whether the issuer (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 [   ]  Check if disclosure of delinquent filers in response to item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [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 [   ]  State issuers revenue for its most recent fiscal year: None  Since the registrant does not have an active trading market, a market value of the voting stock held by non-affiliates cannot be determined.  As of February 22, 2007 the registrant had 18,500,000 shares of common stock outstanding.  Documents incorporated by reference:  None  Transitional Small Business Disclosure Format (check one): Yes [   ]   No [X]  1       TABLE OF CONTENTS  PART I Item 1.  Description of Business 3 Item 2.  Description of Property 5 Item 3.  Legal Proceedings 5 Item 4.  Submission of Matters to a Vote of Security Holders 5  PART II  Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Securities 5 Item 6.  Managements Discussion and Analysis or Plan of Operation 6 Item 7.  Financial Statements 7 Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18 Item 8A.  Controls and Procedures 18 Item 8B.  Other Information 18  PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act 8 Item 10. Executive Compensation 19 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19 Item 12. Certain Relationships and Related Transactions, and Director Independence 20 Item 13. Exhibits 20 Item 14. Principal Accountant Fees and Services 21 Signatures 22     In this annual report references to WorldNet, we, us, and our refer to WorldNet, Inc. of Nevada.  SPECIAL NOTE REGARDING 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, will, 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.   2        PART I  ITEM 1. DESCRIPTION OF BUSINESS  Business Development  We were incorporated in the state of Nevada on March 10, 1986, as the wholly-owned subsidiary of VIP Worldnet, Inc., and shortly after our incorporation we entered into an agreement to lease, sell and market the Hystar airship and the Burket Mill, a waste milling device.  However, the venture was found to be cost prohibitive and we ceased those activities in 1986 and did not engage in any further commercial operations.  Our Plan  We are a development stage company and have had recurring operating losses for the past two fiscal years.  Our independent auditors have expressed doubt that we can continue as a going concern unless we obtain financing to continue operations.  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.  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 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.  However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of WorldNet.  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, 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 its business judgement.  Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no specific business 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 can not assure you that we will be able to identify and 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 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 this 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.         3       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 9:  Directors, Executive Officers, . . .)  Our management has had limited experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering.  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 Mr. Mayer is management of other development stage reporting companies.  They 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 judgement 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, $ 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.         4      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.  Competition  We expect to encounter substantial competition in our effort to locate attractive 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 public development stage companies, many of which may have more funds available for these type of 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.  ITEM 2. DESCRIPTION OF PROPERTY  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 2006 year.   PART II  ITEM 5:  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  Market Information  Our common stock is not listed on a public market.            5      Holders and Dividends  As of February 22, 2007 we had 85 stockholders of record holding 18,500,000 common shares.  We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.  Recent Sales of Unregistered Securities  None.  Issuer Purchase of Securities  None.  ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  We are a development stage company and have recorded losses since our inception.  Our independent accounting firm has expressed doubt that we can continue as a going concern unless we obtain financing.  At December 31, 2006 we had $287 cash and total liabilities of $57,200.  Our total liabilities are accounts payable related to legal, accounting and professional services required to prepare and file our reports with the SEC.  We are unable to pay cash for these services and have historically relied on a related parties to pay for these costs on our behalf.  These parties have not entered into written agreements guaranteeing these funds and, therefore, these parties are not obligated to provide funds in the future.  However, management anticipates that these parties will continue to cover our expenses during the next twelve months.  We may pay for these advances by converting the debt into common stock.  Our plan for the next twelve months is to search for a business opportunity and, if feasible, acquire an interest in a business opportunity.  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 expect to 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.  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.   6      ITEM 7. FINANCIAL STATEMENTS       WorldNet, Inc. of Nevada  (A Development Stage Company)  Financial Statements  December 31, 2006 and 2005      CONTENTS   Report of Independent Registered Public Accounting Firm 8  Balance Sheets 9  Statements of Operations 10  Statements of Stockholders Equity 11  Statements of Cash Flows 12  Notes to the Financial Statements 13   7       Chisholm
Bierwolf &
Nilson, LLCCertified Public AccountantsTodd D. Chisholm, Audit Partner
Nephi J. Bierwolf, Tax Partner
Troy F. Nilson, Audit Partner
Shauna S. Howe, Audit Partner  533 West 2600 South, Suite 25   Bountiful, Utah 84010   Phone:  (801) 292-8756   Fax: (801) 292-8809  www.cbncpa.com   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of WorldNet, Inc. of Nevada:  We have audited the accompanying balance sheets of WorldNet, Inc. of Nevada (a development stage company) as of December 31, 2006 and 2005 and the related statements of operations, stockholders equity and cash flows for the years then ended and from March 12, 1986 (inception), through December 31, 2006.  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 P.C.A.O.B. (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 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 WorldNet, Inc. of Nevada (a development stage company) as of December 31, 2006 and 2005 and the results of its operations and cash flows for the years ended December 31, 2006 and 2005 and from  March 12, 1986 (inception), through December 31, 2006 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 from operations which raises 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 Chisholm, Bierwolf & Nilson Bountiful, Utah February 16, 2007   ___________________________________ Member of AICPA, UACPA & Registered with PCAOB         8       Worldnet, Inc. of Nevada(A Development Stage Company)Balance SheetsASSETSDecember 3120062005CURRENT ASSETSCash$           287$                -Total Current Assets287-TOTAL ASSETS$           287$                -LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts Payable - Related party47,10047,100Accounts Payable  Other10,100-Total Current Liabilities57,20047,100Total Liabilities57,20047,100STOCKHOLDERS' EQUITYCommon Stock, $.001 par value; 25,000,000 sharesauthorized; 18,500,000 shares issued and outstanding18,50018,500Additional Paid-in Capital47,50047,500Deficit Accumulated during the development stage(122,913)(113,100)Total Stockholders' Equity (deficit)(56,913)(47,100)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$           287$               -  The accompanying notes are an integral part of these financial statements.            9       Worldnet, Inc. of Nevada(A Development Stage Company)Statements of OperationsFor the Years EndedFrom Inception onDecember 31March 12, 198620062005to Dec. 31, 2006REVENUES$                       -$                     -$                          -EXPENSESGeneral & Administrative9,8135,100122,913Total Expenses9,8135,100122,913Net Operating Loss(9,813)(5,100)(122,913)LOSS BEFORE INCOME TAXES(9,813)(5,100)(122,913)TAXES---NET LOSS$             (9,813)$             (5,100)$             (122,913)NET LOSS PER SHARE$               (0.00)$               (0.00)$                   (0.01)WEIGHTED AVERAGE SHARESOUTSTANDING18,500,00018,500,00017,676,356  The accompanying notes are an integral part of these financial statements                       10       Worldnet, Inc. of Nevada(A Development Stage Company)Statements of Stockholders' EquityFrom Inception on March 12, 1986 through December 31, 2006DeficitAdditionalAccumulatedCommon StockPaid inDuring theSharesAmountCapitalDevelopment StageIssuance of shares for marketing rights17,000,000$  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----Issuance of shares for mining claims110,000110(110)-Issuance of shares for services390,00039038,610-Net (loss) for the year ended December 31, 1991---(39,000)Net (loss) for the year ended December 31, 1992----Net (loss) for the year ended December 31, 1993----Balance - December 31, 199317,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1994----Balance - December 31, 199417,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1995----Balance - December 31, 199517,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1996----Balance - December 31, 199617,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1997----Balance - December 31, 199717,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1998----Balance - December 31, 199817,500,00017,50038,500(56,000)Net (loss) for the year ended December 31, 1999---(32,000)Balance - December 31, 199917,500,00017,50038,500(88,000)Net (loss) for the year ended December 31, 2000----Balance - December 31, 200017,500,00017,50038,500(88,000)Net (loss) for the year ended December 31, 2001----Balance - December 31, 200117,500,00017,50038,500(88,000)Net (loss) for the year ended December 31, 2002---(5,000)Balance - December 31, 200217,500,00017,50038,500(93,000)Shares issued for services at $.01 per share1,000,0001,0009,000-Net (loss) for the year ended December 31, 2003---(10,000)Balance - December 31, 200318,500,00018,50047,500(103,000)Net (loss) for the year ended December 31, 2004---(5,000)Balance - December 31, 200418,500,00018,50047,500(108,000)Net (loss) for the year ended December 31, 2005---(5,100)Balance - December 31, 200518,500,00018,50047,500(113,100)Net (loss) for the year ended December 31, 2006---(9,813)Balance - December 31, 200618,500,000$  18,500$ 47,500$       (122,913) The accompanying notes are an integral part of these financial statements.   11       Worldnet, Inc. of Nevada(A Development Stage Company)Statements of Cash FlowsFrom Inception onFor the years endedMarch 12, 1986December 31,Through20062005December 31, 2006Cash Flows from Operating ActivitiesNet Loss$     (9,813)$    (5,100)$           (122,913)Adjustments to reconcile net (loss) to cash provided(used) by operating activities:Shares issued for services--49,000Depreciation & Amortization--17,000Changes in assets and liabilities:Increase  in Accounts Payable and Accrued Expenses10,100-57,200Net Cash Provided (Used) by Operating Activities287(5,100)287Cash 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 Cash287-287Cash and Cash Equivalents at Beginning of Period---Cash and Cash Equivalents at End of Period$           287$            -$                   287Supplemental 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.   12       Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2006 and 2005  NOTE 1 - Summary of Significant Accounting Policies  a. Organization & Consolidation Policy  Worldnet, Inc. of Nevada (the Company), a Nevada corporation, was incorporated March 12, 1986 to lease, sell, and market airships and the Burkett Mill, a waste milling device, which rights were acquired from VIP Worldnet, Inc. initially the only shareholder.  The technology to further develop the airship and the mill by the parent company proved to be prohibitive, and shortly after the acquisition of the marketing rights further activity ceased.  Worldnet, Inc. of Nevada has been inactive since that date.  b. Recognition of Revenue  The Company has adopted the provisions of SEC Staff Accounting Bulletin No. 104, REVENUE RECOGNITION IN FINANCIAL STATEMENTS (SAB 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) collect ability 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   LossSharesPer Share(Numerator)(Denominator)AmountFor the year ended December 31, 2006:Basic EPSLoss to common stockholders$       (9,813)18,500,000$            -For the year ended December 31, 2005:Basic EPS(Loss to common stockholders$       (5,100)18,500,000$            -From inception on March 12, 1986 toDecember 31, 2006:Basic EPSLoss to common stockholders$   (122,913)17,676,356$     (0.01)       13      Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2006 and 2005  NOTE 1 - Summary of Significant Accounting Policies (continued)  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  $122,913 that will be offset against future taxable income.  These NOL carryforwards began to expire in the year 2001.  No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carryforward will expire unused.  Deferred tax asset and the valuation account is as follows at December 31, 2006 and 2005: ,  December 3120062005Deferred tax asset:NOL carryforward$   35,509$   32,674Valuation allowance(35,509)( 32,674)$           -$           -   The Company utilizes 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.  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.          14      Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2006 and 2005  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 and a waste milling device.  The value of this issuance was $17,000.  During 1991, the Company issued 110,000 shares of stock for unpatented mining claims.  The project was soon thereafter abandoned and claims were never given a value.  During 1991, the Company issued 390,000 shares of stock for services valued at $39,000.  During 2003, the Company issued 1,000,000 shares of stock for services valued at $10,000 (or $.01 per share)  NOTE 4 - Related Party Transactions  During the years ended December 31, 2005, the Company incurred $47,100 of professional fees payable to professionals affiliated with First Equity Holdings Corp. (formerly Mutual Ventures Corp.)  An officer of the Company is an employee of First Equity Holdings Corp.  There were no related party transactions for the year ended December 31, 2006.  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.             15      Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2006 and 2005  NOTE 6 - Recent Pronouncements  In May, 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections,which is a replacement of APB Opinion No. 20Accounting Changes, and FASB Statement No.3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle.  This statement applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  SFAS No. 154 is effective for financial statements for fiscal years beginning after December 15, 2005.   The adoption of SFAS No. 154 will not have any impact on the Companys financial statements  In February, 2006 the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments,an amendment of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.   This statement resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to beneficial Interests in Securitized Financial Assets.  SFAS No. 155 is effective for financial statements for fiscal years beginning after September 15, 2006.  The adoption of SFAS No. 155 will not have any impact on the Companys financial statements  In March, 2006 the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,with respect to the accounting for separately recognized servicing assets and servicing liabilities.  SFAS No. 156 is effective for financial statements for fiscal years beginning after September 15, 2006.  The Adoption of SFAS No. 155 will not have any impact on the Companys financial statements.  In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS (SFAS).   While SFAS 157 formally defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements, it does not require any new fair value measurements.  SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements.  SFAS 157 is required to be adopted effective January 1, 2008 and the Company does not presently anticipate any impact on its financial position, results of operations or cash flows.         16      Wings & Things, Inc. (A Development Stage Company) Notes to the Consolidated Financial Statements December 31, 2006 and 2005  NOTE 6 - Recent Pronouncements (Continued)  In September 2006, the FASB issued SFAS No. 158, EMPLOYERS ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB STATEMENTS NO. 87, 88, 106 AND 132 (R) (SFAS 158").  SFAS 158 requires an employer to recognize the funded status of its defined benefit pension and other postretirement plans as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through other comprehensive income.  The funded status of a plan is measured as the difference between plan assets as fair value and the benefit obligation, which is represented by the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans.  SFAS 158 requires the recognition, as a component of other comprehensive income, net of tax, of the gains or losses and prior service costs or credits that arise during the period but are recognized as a component of net periodic benefit cost in accordance with existing accounting principles.  Amounts required to be recognized in accumulated other comprehensive income, including gains and losses and prior service costs or credits are adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of existing accounting principles.  In addition, SFAS 158 requires plan assets and obligations to be measured as of the date of the employers year-end statement of financial position as well as the disclosure of additional information about certain effects on net periodic benefit cost for the next fiscal year from the delayed recognition of the gains or losses and prior service costs or credits.  The Company is required to adopt those provisions of SFAS 158 attributable to the initial recognition of the funded status of the benefit plans and disclosure provisions as of December 31, 2006.  Those provisions of SFAS 158 applicable to the amortization of gains or losses and prior service costs or credits from accumulated other comprehensive income to the net periodic benefit cost are required to be applied on a prospective basis effective January 1, 2007.  The Company does not anticipate that the adoption of SFAS 158 will have any impact on its financial statements.                   17      ITEM 8. 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 8A.  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 acts in the capacities of 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.  He also determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  ITEM 8 B. OTHER INFORMATION  None.    PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT  Our executive officers and directors and their respective ages, positions and biographical information are set forth below.  Our bylaws require two directors who serve for terms of one year or until they are 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.  NameAgePosition HeldDirector SinceDonald R. Mayer66President, DirectorFebruary 3, 2000Ariika M. Bryner25Secretary/Treasurer, DirectorMarch 13, 2000  Donald R. Mayer -  Mr. Mayer is the President and a director of Universal Business Insurance.  He has worked in the insurance industry for over twenty years, specializing in the motel/hotel industry.  He graduated from the University of Utah, located in Salt Lake City, Utah, with a B.A in accounting in 1971.  Mr. Mayer is a director of Globalwise Investments, Inc. and Nova Star Innovations, Inc., development stage reporting companies.  Ariika M. Bryner -From January 1999 through the present Mrs. Bryner has worked as a customer relations specialist for First Equity Holdings Corp.  Prior to January 1999 she was employed as a secretary and receptionist. She attended Salt Lake Community College located in Salt Lake City, Utah during 1999.  Audit Committee  Because we have minimal operations we do not have an audit committee serving at this time nor do we have an audit committee financial expert serving on an audit committee.  Our entire board acts as our audit committee.         18      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 five percent of a registered class of our equity securities, to file with the Securities and Exchange Commission 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.  We believe no reports were required to be filed this past year.  Code of Ethics  Due to the fact that 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 compliance with applicable governmental laws and regulations.  ITEM 10. EXECUTIVE COMPENSATION  Executive Officer Compensation  Our President, Donald R. Mayer, who serves in a capacity similar to principal executive officer, did not receive compensation during the year ended December 31, 2006.  None of our other named executive officers received any cash or non-cash compensation during the past fiscal year or 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.  Retirement or Change of Control Arrangements  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 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  Securities Under Equity Compensation Plans  We do not have any securities authorized for issuance under any equity compensation plans.  Beneficial Ownership  The following table sets forth the beneficial ownership of our outstanding common stock by our management and 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 18,500,000 shares of common stock outstanding as of February 22 2006.          19       CERTAIN BENEFICIAL OWNERSName and address of
beneficial ownersAmount and nature of beneficial ownerPercent
of classVIP WorldNet, Inc.
154 East Ford Avenue
Salt Lake City, UT 8411515,060,450 (1)81.4%First Equity Holdings Corp.
2157 S. Lincoln Street
Salt Lake City, UT 841061,000,0005.4% (1) VIP WorldNet, Inc. holds 15,000,000 shares and its director and officer beneficially owns the following 60,450 shares of our common stock.  MANAGEMENTName and address of
beneficial ownersAmount and nature ofbeneficial ownerPercent
of classDonald R. Mayer
6360 South 3000 East #205
Salt Lake City, Utah 84121324,0001.8%Directors and officers as a group324,0001.8%   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Transactions with Related Parties  We have not engaged in any transactions during the past fiscal year  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 15,060,450 shares of our common stock.  These shares represent 81.4 % of our outstanding shares.  Director Independence  None of our directors are independent directors as defined by NASD Rule 4200(a)(15).  ITEM 13. EXHIBITS  No. Description 3.1 Articles of Incorporation, dated March 12, 1986 (incorporated by reference to exhibit 3.1 to Form 10-SB, filed July 14, 2000) 3.2 Bylaws of WorldNet (incorporated by reference to exhibit 3.2 to Form 10-SB, filed July 14, 2000) 31.1 Principal Executive Officer Certification 31.2 Principal Financial Officer Certification 32.1 Section 1350 Certification            20       ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES  Accountant 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 LLC, Certified Public Accountants, in connection with the audit of our financial statements and other professional services rendered by that accounting firm.  20052006Audit fees$     850$  1,826Audit-related fees00Tax fees00All other fees$        0$        0  Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting 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 advise, 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.      21      SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Date: March 27, 2007 WorldNet, Inc. of Nevada    By: /s/ Donald R. Mayer Donald R. Mayer President  In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.     Date: March 27, 2007 By: /s/ Donald R. Mayer Donald R. Mayer Principal Executive Officer Principal Financial and Accounting Officer      Date: March 27, 2007 By: /s/ Ariika M. Bryner Ariika M. Bryner Secretary/Treasurer and Director  22