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,
2007  [   ] TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For transition period ___ 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)  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.    [X]  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 [   ]  1    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 can not be determined.  The number of shares outstanding of the registrants
common stock as of March 5, 2008 was 18,500,000.  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 Operation 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.  Controls and
Procedures 20 Item 9B.  Other
Information 20  PART III  Item 10.  Directors,
Executive Officers and Corporate Governance 20 Item 11.  Executive
Compensation 21 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
Accountant Fees and Services 23  PART IV  Item 15.  Exhibits,
Financial Statement Schedules 24 Signatures 24     2   In this annual 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, 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.  PART I  ITEM 1.  BUSINESS  Historical Development  The corporation was 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 have not engaged in any further commercial operations.  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.  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 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.     3   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.  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.  Management 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 Mr. Mayer serves as management of other development stage
reporting companies seeking merger candidates.  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 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.       4   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.  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 public 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.     5   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 2007 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 on any public trading
market.  Holders and Dividends  We had 85 stockholders of record as of March 5, 2008.
 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.  SELECTED FINANCIAL
DATA  The following chart summarizes our financial statements
for the years ended December 31, 2007 and 2006 and should be read in conjunction
with the financial statements, and notes thereto, included with this report at
Part II, Item 8, below.  Year ended
December 312007
2006SUMMARY OF BALANCE
SHEETCash and cash
equivalents
$
           2,502
$
           287Total assets
2,502
287Total liabilities
69,700
57,200Accumulated deficit
(133,198)
(122,913)Total
stockholders equity
$
      (67,198)
$
   (56,913)  6    SUMMARY OF OPERATING
RESULTSRevenues
$
                  
$
              Net operating loss
(10,285)
(9,813)Income taxes

Net loss
$
      (10,285)
$
    (9,813)Net loss per share
$
          (0.00)
$
      (0.00)   ITEM 7.  MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  Plan of Operation  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.   At December 31, 2007, we had
$2,502 in cash and total liabilities of $60,700 and we cannot satisfy our cash
requirements.  We will need to raise additional capital during the next
twelve months to fund our operations and we will likely rely on management or
shareholders to pay for costs on our behalf.  These parties have not
entered into written agreements guaranteeing funds and, therefore, these parties
are not obligated to provide funds in the future.  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 anticipate that we will issue such stock
pursuant to exemptions from 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 to registration.
 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.  Provided we do not acquire or merge with an operating
business, during the next twelve months we do not anticipate that we will
conduct product research and development, nor do we expect to purchase or sell a
plant or equipment, or intend to hire employees.  Off-Balance Sheet Arrangements  None.    7   ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA      Worldnet, Inc. of Nevada  (A Development Stage Company)  Financial Statements  December 31, 2007 and 2006     CONTENTS   Report of
Independent Registered Public Accounting Firm 9  Balance
Sheets 10  Statements
of Operations 11  Statements
of Stockholders Equity 12  Statements
of Cash Flows 13  Notes to
the Financial Statements 14  8    Chisholm
Bierwolf &
Nilson, LLCCertified
Public Accountants
Todd
D. Chisholm, Audit Partner
Nephi
J. Bierwolf, Tax Partner
Troy
F. Nilson, 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, 2007 and 2006 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, 2007.  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, 2007 and 2006 and the results of its operations and
cash flows for the years then ended and from March 12, 1986 (inception), through
December 31, 2007 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, 2008  __________________________________________________________________ Member of AICPA, UACPA & Registered with PCAOB  9    Worldnet, Inc. of Nevada(A Development Stage Company)Balance SheetsASSETSDecember
312007

2006CURRENT ASSETSCash




$
2,502
$
287Total Current
Assets



2,502

287TOTAL ASSETS



$
2,502
$
287LIABILITIES AND
STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts Payable - Related
party


$
47,100
$
47,100Accounts Payable




22,600

10,100Total Current
Liabilities



69,700

57,200Total
Liabilities




69,700

57,200STOCKHOLDERS' DEFICITCommon Stock, $.001 par value;
25,000,000 sharesauthorized;
18,500,000 shares issued and outstanding

18,500

18,500Additional Paid-in
Capital



47,500

47,500Deficit Accumulated during the
development stage


(133,198)

(122,913)Total Stockholders'
Deficit



(67,198)

(56,913)TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT
$
2,502
$
287   The accompanying notes
are an integral part of these financial statements.        10    Worldnet, Inc. of Nevada(A Development
Stage Company)Statements of
OperationsFromInception
onMarch
12,For the Years
Ended

1986December 31

to Dec.
31,2007

2006

2007REVENUES




$
-
$
-
$
-EXPENSESGeneral &
Administrative




10,285

9,813

133,198Total
Expenses





10,285

9,813

133,198Net
Operating loss




(10,285)

(9,813)

(133,198)LOSS BEFORE INCOME TAXES



(10,285)

(9,813)

(133,198)TAXES






-

-

-NET  LOSS




$
(10,285)
$
(9,813)
$
(133,198)NET LOSS PER SHARE



$
(0.00)
$
(0.00)
$
(0.01)WEIGHTED AVERAGE SHARESOUTSTANDING





18,500,000

18,500,000

18,500,000                  The accompanying notes
are an integral part of these financial statements.      11    Worldnet, Inc.
of Nevada(A Development
Stage Company)Statements of
Stockholders' EquityFrom Inception on
March 12, 1986 through December 31, 2007DeficitAccumulatedAdditional

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
-

-

-

-Issuance
of shares for mining claims

110,000

110

(110)

-Issuance
of shares for services


390,000

390

38,610

-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, 1993


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1994
-

-

-

-Balance
- December 31, 1994


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1995
-

-

-

-Balance
- December 31, 1995


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1996
-

-

-

-Balance
- December 31, 1996


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1997
-

-

-

-Balance
- December 31, 1997


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1998
-

-

-

-Balance
- December 31, 1998


17,500,000

17,500

38,500

(56,000)Net
(loss) for the year ended December 31, 1999
-

-

-

(32,000)Balance
- December 31, 1999


17,500,000

17,500

38,500

(88,000)Net
(loss) for the year ended December 31, 2000
-

-

-

-Balance
- December 31, 2000


17,500,000

17,500

38,500

(88,000)Net
(loss) for the year ended December 31, 2001
-

-

-

-Balance
- December 31, 2001


17,500,000

17,500

38,500

(88,000)Net
(loss) for the year ended December 31, 2002
-

-

-

(5,000)Balance
- December 31, 2002


17,500,000

17,500

38,500

(93,000)Shares
issued for services at $.01 per share

1,000,000

1,000

9,000

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

-

-

(10,000)Balance
- December 31, 2003


18,500,000

18,500

47,500

(103,000)Net
(loss) for the year ended December 31, 2004
-

-

-

(5,000)Balance
- December 31, 2004


18,500,000

18,500

47,500

(108,000)Net
(loss) for the year ended December 31, 2005
-

-

-

(5,100)Balance
- December 31, 2005


18,500,000

18,500

47,500

(113,100)Net
(loss) for the year ended December 31, 2006
-

-

-

(9,813)Balance
- December 31, 2006


18,500,000

18,500

47,500

(122,913)Net
(loss) for the year ended December 31, 2007


-

-

-

(10,285)Balance
- December 31, 2007


18,500,000
$
18,500
$
47,500
$
(133,198)  The accompanying notes are an integral part
of these financial statements.     12    Worldnet, Inc. of Nevada(A Development Stage Company)Statements of Cash FlowsFromInception
onMarch
12,For the years
ended

1986ThroughDecember
31,

December
31,2007

2006

2007Cash Flows from Operating
ActivitiesNet Loss



$
(10,285)
$
(9,813)
$
(133,198)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 Expenses
12,500

10,100

69,700Net Cash Provided
(Used) by Operating Activities

2,215

287

2,502Cash 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



2,215

287

2,502Cash and Cash Equivalents at
Beginning of Period

287

-

-Cash and Cash Equivalents at
End of Period
$
2,502
$
287
$
2,502Supplemental 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.    13   Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  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  Loss
(Numerator)
Shares
(Denominator)
Per Share
AmountFor the
year ended December 31, 2007:Basic
EPS
Loss
to common stockholders
$     ( 10,285)
18,500,000
$
             For the
year ended December 31, 2006:Basic
EPS
Loss
to common stockholders
$       ( 9,813)
18,500,000
$
             From
inception of March 12,1986 to
December
31, 2007:Basic
EPS
Loss
to common stockholders
$  ( 133,198)
18,500,00
$
       (0.01)
   14   Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  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  $133,198 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, 2007 and
2006:  December 31,2007
2006Deferred
tax asset:
NOL
carryforward
$    45,287
$    35,509Valuation
allowance
(45,287)
(35,509)$
            -
$
             -
  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.     15   Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  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 First Equity Holdings Corp.  There
were no related party transactions for the years ended December 31, 2007 and
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.   16   Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  NOTE 6 - Recent Pronouncements  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.  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 post-retirement 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
post-retirement benefit obligation for other post-retirement 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.    17   Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  NOTE 6 - Recent Pronouncements (Continued)  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.  In February, 2007, the FASB issued SFAS No. 159, THE FAIR VALUE
OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES-INCLUDING AN AMENDMENT OF
FASB NO. 115" (SFAS 159").  SFAS 159 permits entities to choose to measure
many financial instruments and certain other items at  fair value.
 The objective is to improve financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  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 as of the beginning of a fiscal year that begins on or before November
15, 2007, providing that the entity also elects to apply the provisions of FASB
No. 157, FAIR VALUE MEASUREMENTS.  The Company does not presently
anticipate that the adoption of SFAS 159 would have any impact on its financial statements.  In December , 2007, the FASB issued SFAS No. 141 (Revised) which
replaces SFAS No. 141, BUSINESS COMBINATIONS.  The purpose of this
Statement [SFAS 141 (R)] is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its effects.
 This is accomplished by how the acquiring company recognizes and measures
the identifiable assets acquired and liabilities assumed; the goodwill acquired
or the gain recognized from a bargain purchase; and determining what information
to disclose in the financial statements.   18     Worldnet, Inc. of Nevada (A Development Stage Company) Notes to the Financial Statements December 31, 2007 and 2006  NOTE 6 - Recent Pronouncements (Continued)  SFAS 141 (R) is effective for fiscal years  beginning on or
after December 15, 2008 and is effective the same date as that of related SFAS
No. 160.  The Company does not presently anticipate that the adoption of
SFAS 141 (R) would have any impact on its financial statements.  In December, 2007, the FASB issued SFAS No. 160 NONCONTROLLING
INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS - AN AMENDMENT OF ARB NO. 51".
 The purpose of this Statement (SFAS 160) is to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements relating to a minority
interest.  SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008 and is effective the same date as that of SFAS 141 (R).
 The Company does not presently anticipate that the adoption of SFAS 160
would have any impact on its financial statements.                            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.  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, he concluded that our disclosure controls and procedures were
effective.  Managements Annual Report on Internal Control over
Financial Reporting  Our President 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, 2007, 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
2007 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 internal control over
financial reporting.  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 managements report in this annual
report.  ITEM 9B.  OTHER INFORMATION  None.   PART III  ITEM 10.  DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE  Executive Directors and Officers   20   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.  Name
Age
Position Held
Director
TermDonald R. Mayer
68
President, Director
February 2000 until our
next annual meeting.Ariika M. Bryner
27
Secretary/Treasurer,
Director
March 2000 until our next
annual meeting.
  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 Principal Leasing Co.  She attended Salt Lake Community College located
in Salt Lake City, Utah during 1999.  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.  We believe no reports were
required to be filed for the year ended December 31, 2007.  Code of Ethics  Due to the fact that we have only two officers and
directors and 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.  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, including Mr. Mayer and Mrs. Bryner, acts
as our nominating and audit committee.   ITEM 11.  EXECUTIVE
COMPENSATION  Executive Officer Compensation  Our President, Mr. Mayer, did not receive compensation
during the year ended December 31, 2007.  None of our other named executive
officers received any cash or non-cash compensation during the past two 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.    21   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 of our management and of 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 March
5, 2008.  CERTAIN
BENEFICIAL OWNERSName and address of
beneficial owners
Amount and nature
of beneficial owner
Percent
of classVIP WorldNet, Inc.
154 East Ford Avenue
Salt Lake City, UT
84115
15,009,450 (1)
81.1First Equity Holdings Corp.
2157 S. Lincoln Street
Salt Lake City, UT
84106
1,000,000
5.4  (1) VIP WorldNet, Inc.
holds 15,000,000 shares and its affiliates own 9,450 shares of our common
stock.  MANAGEMENTName and address of
beneficial owners
Amount and nature
of beneficial owner
Percent
of classDonald R. Mayer
655 East 4500 South, Suite 170
Salt Lake City, Utah 84107
324,000
1.8Directors and officers as a
group
324,000
1.8     22    ITEM 13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Transactions with Related Parties  Since the beginning of our past fiscal year 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 81.1% of
our issued and outstanding shares.  Director Independence  None of our directors are independent directors as
defined by NASD Rule 4200(a)(15).  ITEM 14.  PRINCIPAL ACCOUNTANT 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 LLC, Certified Public
Accountants, in connection with the audit of our financial statements and other
professional services rendered by that accounting firm.  2007
2006Audit fees
$
    2,064
$
1,826Audit-related fees
0
0Tax 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.    23   PART
IV  ITEM 15.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES  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   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  WORLDNET, INC. OF NEVADA    By: /s/ Donald R. Mayer Donald R.
Mayer, President  Date: March 17, 2008  Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.   By:  /s/ Donald R. Mayer Donald R. Mayer Principal Executive Officer Principal Financial and Accounting
Officer President and Director  Date:  March 17, 2008      By:  /s/ Ariika M. Bryner Ariika M. Bryner Secretary/Treasurer and Director  Date:  March 17, 2008  24